Blocklisting Interim Review

BAE SYSTEMS PLC
07 January 2008





                        BLOCK LISTING SIX MONTHLY RETURN



Information provided on this form must be typed or printed electronically.



To:  The FSA



Date: 7 January 2008


Name of applicant:                                         BAE Systems plc

Name of scheme:                                            BAE Systems Share Option Plan 2001
                                                           (Options granted 2001 onwards)

Period of return:                           From:          1 July 2007            To:        31 December 2007

Balance under scheme from previous return:                 8,845,638

The amount by which the block scheme has been increased,   N/A
if the scheme has been increased since the date of the
last return:

Number of securities issued/allotted under scheme during
period:                                                    2,418,834

Balance under scheme not yet issued/allotted at end of
period                                                     6,426,804


Number and class of securities originally listed and the   10,945,864 (Jan 2002)
date of admission                                          14,700,000 (June 2006)

Total number of securities in issue at the end of the      3,574,509,017
period


Name of contact:                                           Simone Barratt

Address of contact:                                        Warwick House, PO Box 87, Farnborough Aerospace Centre,
                                                           Farnborough, GU14 6YU

Telephone number of contact:                               01252 383945



SIGNED BY   ______________________________________________

Director/company secretary/suitably experienced employee/duly authorised officer,

for and on behalf of
BAE Systems plc
Name of applicant


                        BLOCK LISTING SIX MONTHLY RETURN



Information provided on this form must be typed or printed electronically.



To:  The FSA



Date: 7 January 2008


Name of applicant:                                         BAE Systems plc

Name of scheme:                                            BAE Systems JV Share Option Plan 2001
                                                           (Options granted 2001 onwards)

Period of return:                           From:          1 July 2007            To:        31 December 2007

Balance under scheme from previous return:                 1,528,571

The amount by which the block scheme has been increased,   N/A
if the scheme has been increased since the date of the
last return:

Number of securities issued/allotted under scheme during
period:                                                    683,281


Balance under scheme not yet issued/allotted at end of
period                                                     845,290

Number and class of securities originally listed and the   2,925,060 (Jan 2002)
date of admission                                          4,300,000 (June 2006)

Total number of securities in issue at the end of the      3,574,509,017
period


Name of contact:                                           Simone Barratt

Address of contact:                                        Warwick House, PO Box 87, Farnborough Aerospace Centre,
                                                           Farnborough, GU14 6YU

Telephone number of contact:                               01252 383945



SIGNED BY   ______________________________________________

Director/company secretary/suitably experienced employee/duly authorised
officer,

for and on behalf of
BAE Systems plc
Name of applicant


                        BLOCK LISTING SIX MONTHLY RETURN



Information provided on this form must be typed or printed electronically.



To:  The FSA



Date: 7 January 2008


Name of applicant:                                         BAE Systems plc

Name of scheme:                                            BAE Systems Executive Share Option Scheme 1993 (Options
                                                           granted 1994 to 2000)
Period of return:                           From:          1 July 2007            To:        31 December 2007

Balance under scheme from previous return:                 7,219,580

The amount by which the block scheme has been increased,   N/A
if the scheme has been increased since the date of the
last return:

Number of securities issued/allotted under scheme during
period:                                                    1,394,240

Balance under scheme not yet issued/allotted at end of
period                                                     5,825,340

Number and class of securities originally listed and the   24,776,492 (between April 1996 and April 2000)
date of admission

Total number of securities in issue at the end of the      3,574,509,017
period


Name of contact:                                           Simone Barratt

Address of contact:                                        Warwick House, PO Box 87, Farnborough Aerospace Centre,
                                                           Farnborough, GU14 6YU

Telephone number of contact:                               01252 383945



SIGNED BY   ______________________________________________

Director/company secretary/suitably experienced employee/duly authorised
officer,

for and on behalf of

BAE Systems plc

Name of applicant


                        BLOCK LISTING SIX MONTHLY RETURN



Information provided on this form must be typed or printed electronically.



To:  The FSA



Date: 7 January 2008


Name of applicant:                                         BAE Systems plc

Name of scheme:                                            BAE Systems JV Executive Share Option Scheme 1998 (Options
                                                           granted 1998 to 2000)

Period of return:                           From:          1 July 2007            To:        31 December 2007
Balance under scheme from previous return:                 638,219

The amount by which the block scheme has been increased,   N/A
if the scheme has been increased since the date of the
last return:

Number of securities issued/allotted under scheme during
period:                                                    68,810

Balance under scheme not yet issued/allotted at end of
period                                                     569,409

Number and class of securities originally listed and the
date of admission                                          860,209 (Nov 1999 to Apr 2000)


Total number of securities in issue at the end of the      3,574,509,017
period


Name of contact:                                           Simone Barratt

Address of contact:                                        Warwick House, PO Box 87, Farnborough Aerospace Centre,
                                                           Farnborough, GU14 6YU

Telephone number of contact:                               01252 383945



SIGNED BY   ______________________________________________

Director/company secretary/suitably experienced employee/duly authorised
officer,

for and on behalf of
BAE Systems plc
Name of applicant




                        BLOCK LISTING SIX MONTHLY RETURN



Information provided on this form must be typed or printed electronically.



To:  The FSA



Date: 7 January 2008


Name of applicant:                                         BAE Systems plc

Name of scheme:                                            BAE Systems SAYE Share Options Scheme 1993 (Options granted
                                                           to 2002)

Period of return:                           From:          1 July 2007            To:        31 December 2007

Balance under scheme from previous return:                 31,751,840

The amount by which the block scheme has been increased,   N/A
if the scheme has been increased since the date of the
last return:

Number of securities issued/allotted under scheme during
period:                                                    529,775

Balance under scheme not yet issued/allotted at end of
period                                                     31,222,065

Number and class of securities originally listed and the   84,028,260 (Dec 1994 to Apr 2000)
date of admission

Total number of securities in issue at the end of the      3,574,509,017
period


Name of contact:                                           Simone Barratt

Address of contact:                                        Warwick House, PO Box 87, Farnborough Aerospace Centre,
                                                           Farnborough, GU14 6YU

Telephone number of contact:                               01252 383945



SIGNED BY   ______________________________________________

Director/company secretary/suitably experienced employee/duly authorised officer,

for and on behalf of
BAE Systems plc
Name of applicant




                        BLOCK LISTING SIX MONTHLY RETURN



Information provided on this form must be typed or printed electronically.



To:  The FSA



Date: 7 January 2008


Name of applicant:                                         BAE Systems plc

Name of scheme:                                            BAE Systems All Employee Share Schemes (Options granted 2002
                                                           onwards)

Period of return:                           From:          1 July 2007            To:        31 December 2007

Balance under scheme from previous return:                 6,440,788

The amount by which the block scheme has been increased,   N/A
if the scheme has been increased since the date of the
last return:

Number of securities issued/allotted under scheme during
period:                                                    1,274,430

Balance under scheme not yet issued/allotted at end of
period                                                     5,166,358

Number and class of securities originally listed and the
date of admission                                          11,000,000 (June 2006)


Total number of securities in issue at the end of the      3,574,509,017
period


Name of contact:                                           Simone Barratt

Address of contact:                                        Warwick House, PO Box 87, Farnborough Aerospace Centre,
                                                           Farnborough, GU14 6YU

Telephone number of contact:                               01252 383945



SIGNED BY   ______________________________________________

Director/company secretary/suitably experienced employee/duly authorised officer,

for and on behalf of
BAE Systems plc
Name of applicant




                        BLOCK LISTING SIX MONTHLY RETURN



Information provided on this form must be typed or printed electronically.



To:  The FSA



Date: 7 January 2008


Name of applicant:                                         BAE Systems plc

Name of scheme:                                            BAE Systems Joint Venture SAYE Share Option Scheme 1998

Period of return:                           From:          1 July 2007            To:        31 December 2007

Balance under scheme from previous return:                 2,273,577

The amount by which the block scheme has been increased,   N/A
if the scheme has been increased since the date of the
last return:

Number of securities issued/allotted under scheme during
period:                                                    140,397

Balance under scheme not yet issued/allotted at end of
period                                                     2,133,180

Number and class of securities originally listed and the
date of admission                                          5,973,508 (Nov 98 to Apr 00)


Total number of securities in issue at the end of the      3,574,509,017
period


Name of contact:                                           Simone Barratt

Address of contact:                                        Warwick House, PO Box 87, Farnborough Aerospace Centre,
                                                           Farnborough, GU14 6YU

Telephone number of contact:                               01252 383945



SIGNED BY   ______________________________________________

Director/company secretary/suitably experienced employee/duly authorised officer,

for and on behalf of
BAE Systems plc
Name of applicant




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