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               28 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             111,287,016     (3.46%)      73,437    (0.00%)
securities
(2) Derivatives              301,584     (0.01%)   2,915,375    (0.09%)
(other than
options)
(3) Options and                    0     (0.00%)   4,472,272    (0.14%)
agreements to
purchase/sell

Total                    111,588,600     (3.47%)   7,461,084    (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      970                  4.0937
Purchase      1,710                4.0915
Purchase      600                  4.0890
Purchase      610                  4.0887
Purchase      2,500                4.0865
Purchase      1,200                4.1012
Purchase      1,330                4.0819
Purchase      950                  4.0890
Purchase      855                  4.0890
Purchase      1,830                4.0937
Purchase      730                  4.0865
Purchase      1,171                4.1825
Purchase      18,862               4.0911
Purchase      20,569               4.0910
Purchase      19,440               4.0900
Purchase      1,456                4.1000
Purchase      46,721               4.0825
Purchase      8,008                4.0989
Purchase      32,106               4.0989
Purchase      70,275               4.0989
Purchase      48,736               4.0825
Purchase      5,894                4.0825
Purchase      27,639               4.0825
Purchase      153,502              4.0825
Purchase      11,654               4.0825
Purchase      105,486              4.0989
Purchase      33,491               4.0989
Purchase      18,992               4.0989
Purchase      26,771               4.0853
Purchase      102,264              4.0825
Sale          1,800                4.0885
Sale          750                  4.0838
Sale          405                  4.0810
Sale          64,408               4.0944
Sale          31,539               4.0992
Sale          2,887                4.1433
Sale          40,000                4.0912


(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          64,408               4.0944
CFD         Long          31,539               4.0992
CFD         Short         18,862               4.0911
CFD         Short         20,569               4.0910
CFD         Long          98,123               4.0903


(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                         29 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