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               27 MARCH 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         110,662,483   (3.44%)        81,509   (0.00%)
securities
(2) Derivatives          211,533   (0.01%)     2,979,963   (0.09%)
(other than
options)
(3) Options and                0   (0.00%)     4,472,272   (0.14%)
agreements to
purchase/sell
Total                110,874,016   (3.44%)     7,533,744   (0.23%)


(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      1,444                Transfer
Purchase      3,302                4.1925
Purchase      500                  4.1515
Purchase      500                  4.1458
Purchase      695                  4.1690
Purchase      700                  4.1690
Purchase      12,559               4.2015
Purchase      9,900                4.1750
Purchase      104,256              4.1293
Purchase      41,848               4.1233
Purchase      14,715               4.1358
Sale          586                  Transfer
Sale          869,688              4.1225
Sale          326,816              4.1600
Sale          1,640                4.1685
Sale          1,500                4.1685
Sale          500                  4.1742
Sale          1,500                4.1410
Sale          1,800                4.1610
Sale          2,000                4.1563
Sale          1,250                4.1663
Sale          2,000                4.2021
Sale          27,400               4.1475
Sale          10,000               4.1325
Sale          1,658                4.1196
Sale          21,013               4.1571



(b)  Derivatives transactions (other than options)

Product    Long/Short    Number of    Price Per
name,      (Note 6)      Securities   Unit (GBP)
e.g. CFD                 (Note 7)
CFD        Long          1,658        4.1196
CFD        Long          27,400       4.1475
CFD        Long          21,013       4.1571
CFD        Short         104,256      4.1293
CFD        Short         9,900        4.1750
CFD        Short         14,715       4.1358
CFD        Short         41,848       4.1233
CFD        Long          130,024      4.1589


(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                         28 MARCH 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