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               09 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        126,242,336    (3.92%)       298,796   (0.01%)
securities
(2) Derivatives         297,427    (0.01%)     1,807,016   (0.06%)
(other than
options)
(3) Options and               0    (0.00%)     4,472,272   (0.14%)
agreements to
purchase/sell

Total               126,539,763    (3.93%)     6,578,084   (0.20%)


(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


(c)  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      1,000                4.2382
Purchase      500                  4.2493
Purchase      1,375                4.2368
Purchase      900                  4.2488
Purchase      8,140                4.2517
Purchase      8,656                4.2056
Purchase      10,000               4.2554
Purchase      14,208               4.2567
Purchase      1,929                4.2475
Sale          311                  Transfer
Sale          62,745               4.2590
Sale          25,196               4.2641
Sale          8,656                4.1944
Sale          29,020               4.2641


(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          62,745                4.2590
CFD        Long          8,656                 4.1944
CFD        Long          29,020                4.2641
CFD        Long          25,196                4.2641
CFD        Short         8,140                 4.2517
CFD        Short         10,000                4.2554
CFD        Short         8,656                 4.2056
CFD        Long          174,621               4.2517
CFD        Long          24,335                4.2517
CFD        Long          70,645                4.2517
CFD        Long          8,140                 4.2517


(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                         10 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