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               30 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             110,779,873     (3.44%)     236,742    (0.01%)
securities
(2) Derivatives              500,051     (0.02%)   2,630,406    (0.08%)
(other than
options)
(3) Options and                    0     (0.00%)   4,472,272    (0.14%)
agreements to
purchase/sell

Total                    111,279,924     (3.46%)   7,339,420    (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      570                  4.2790
Purchase      700                  4.2387
Purchase      1,000                4.2465
Purchase      685                  4.2437
Purchase      500                  4.2465
Purchase      570                  4.2690
Purchase      550                  4.2490
Purchase      580                  4.2440
Purchase      690                  4.2437
Purchase      1,596                4.2639
Purchase      685                  4.2437
Purchase      2,390                4.1465
Purchase      575                  4.2387
Purchase      2,245                4.4165
Purchase      2,444                4.2638
Purchase      679                  4.2638
Purchase      2,451                4.2825
Purchase      10,498               4.2658
Purchase      13,555               4.2973
Purchase      33,210               4.2839
Sale          12,565               4.2530
Sale          1,300                4.2660
Sale          15,725               4.2530
Sale          1,741                Transfer
Sale          1,750                4.2610
Sale          1,800                4.2610
Sale          317                  4.2810
Sale          15,246               4.2607
Sale          164,389              4.2448
Sale          101,400              4.2811
Sale          4,889                4.2766


(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          101,400               4.2811
CFD        Long          164,389               4.2448
CFD        Long          4,889                 4.2766
CFD        Short         33,210                4.2839
CFD        Long          9,672                 4.2720


(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                         31 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