Rule 8.3 - BAE SYSTEMS PLC

FORM 8.3

    DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE
              (Rule 8.3 of the City Code on Takeovers and Mergers)


1.   KEY INFORMATION

Name of person dealing        BARCLAYS PLC
(Note 1)
Company dealt in              BAE SYSTEMS PLC
Class of relevant security    ORD GBP 0.025
to which the dealings being
disclosed relate (Note 2)
Date of dealing               05 MAY 2006

2.   INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE

(a)  Interests and short positions (following dealing) in the class of relevant
security dealt in (Note 3)

                             Long                   Short

                       Number       (%)       Number       (%)


(1) Relevant         124,247,094   (3.86%)     242,901     (0.01%)
securities
(2) Derivatives          241,532   (0.01%)   2,115,707     (0.07%)
(other than
options)
(3) Options and                0   (0.00%)   4,472,272     (0.14%)
agreements to
purchase/sell
Total                124,488,626   (3.87%)   6,830,880     (0.21%)


(b)  Interests and short positions in relevant securities of the company, other
     than the class dealt in (Note 3)

Class of                    Long                     Short
relevant
security:

                  Number                    Number
                                   (%)                       (%)
(1) Relevant
securities

(2) Derivatives
(other than
options)

(3) Options and
agreements to
purchase/sell

Total


  (e)  Rights to subscribe (Note 3)

Class of relevant security:   Details



3.   DEALINGS (Note 4)

(a)  Purchases and sales

Purchase/sale Number of Securities Price per unit
                                  (GBP)
Purchase      815                  4.1769
Purchase      1,200                4.1888
Purchase      465                  4.1918
Purchase      700                  4.1913
Purchase      465                  4.1768
Purchase      700                  4.1969
Purchase      340                  4.1888
Purchase      465                  4.1905
Purchase      152,777              4.1788
Purchase      23,646               4.1808
Purchase      25,727               4.1808
Purchase      31,100               4.1856
Purchase      1,824                4.2006
Purchase      29,551               4.1732
Purchase      18,033               4.1732
Purchase      4,288                4.1732
Purchase      3,766                4.1732
Purchase      43,038               4.1732
Sale          1,000                4.1823
Sale          1,000                4.1823
Sale          499                  4.1786
Sale          75,000               4.1760
Sale          1,824                4.1969
Sale          69,300               4.1752
Sale          6,952                4.1981
Purchase      43,038               4.1732


(b)  Derivatives transactions (other than options)

Product    Long/Short    Number of Securities  Price Per
name,      (Note 6)      (Note 7)              Unit (GBP)
e.g. CFD
CFD        Long          6,952                 4.1981
CFD        Long          69,300                4.1752
CFD        Long          75,000                4.1760
CFD        Long          1,824                 4.1969
CFD        Short         152,777               4.1788
CFD        Short         1,824                 4.2006
CFD        Short         31,100                4.1856
CFD        Short         23,646                4.1808
CFD        Short         25,727                4.1808
CFD        Short         51,728                4.1888
CFD        Short         10,792                4.1800


(c)  Options transactions in respect of existing securities

(i)  Writing, selling, purchasing or varying

Product name,   Writing,          Number of          Exercise  Type, e.g.      Expiry   Option money
e.g. call       selling,          securities to      price     American,       date     paid/received
option          purchasing,       which the option             European etc.            per unit (GBP)
                varying etc.      relates (GBP)


(ii) Exercising

Product name, e.g.  Number of           Exercise price per
call option         securities          unit (Note 5)




(d)  Other dealings (including new securities) (Note 4)
Nature of transaction Details           Price per unit
(Note 8)                                (if applicable)
                                        (Note 5)



4.   OTHER INFORMATION

Agreements, arrangements or understandings relating to options or derivatives


Full details of any agreement, arrangement or understanding between the
person disclosing and any other person relating to the voting rights of
any relevant securities under any option referred to on this form or
relating to the voting rights or future acquisition or disposal of any
relevant securities to which any derivative referred to on this form is
referenced.  If none, this should be stated.





Is a Supplemental Form 8 attached? (Note 9)                 NO


Date of disclosure                         08 MAY 2006
Contact name                               BARCLAYS COMPLIANCE
Telephone number                           020 7116 2913
If a connected EFM, name of
offeree/offeror with which connected
If a connected EFM, state nature of
connection (Note 10)


Notes

The Notes on Form 8.3 can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk