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               29 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        111,024,822    (3.45%)      161,972    (0.01%)
securities
(2) Derivatives         417,300    (0.01%)    2,794,795    (0.09%)
(other than
options)
(3) Options and               0    (0.00%)    4,472,272    (0.14%)
agreements to
purchase/sell
Total               111,442,122    (3.46%)    7,429,039    (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      625                  4.1487
Purchase      1,500                4.1377
Purchase      650                  4.1640
Purchase      2,350                4.1415
Purchase      720                  4.1615
Purchase      850                  4.1490
Purchase      815                  4.1365
Purchase      1,200                4.1736
Purchase      970                  4.1490
Purchase      2,245                4.4165
Purchase      16,415               4.1550
Purchase      8,016                4.1493
Purchase      7,840                4.1493
Purchase      103,274              4.1493
Purchase      6,781                4.1493
Purchase      31,432               4.1493
Purchase      18,596               4.1493
Purchase      32,788               4.1493
Purchase      68,801               4.1493
Sale          625                  4.1460
Sale          1,286                4.1335
Sale          870                  4.1511
Sale          1,000                4.1610
Sale          30,954               4.1792
Sale          111,161              4.1701
Sale          67,000               4.1553
Sale          317,666              4.1475
Sale          37,500               4.1333



(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          111,161               4.1701
CFD        Long          67,000                4.1553
CFD        Long          30,954                4.1792
CFD        Long          27,181                4.1573


(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                         30 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