EPT Disclosure BAA PLC

FORM 38.5

                 DEALINGS BY CONNECTED EXEMPT PRINCIPAL TRADERS
              (Rule 38.5 of the City Code on Takeovers and Mergers)


1.   KEY INFORMATION

Name of exempt principal      BARCLAYS CAPITAL SECURITIES LIMITED
trader
Company dealt in              BAA PLC
Class of relevant security    GBP ORD 1.00
to which the dealings being
disclosed relate (Note 1)
Date of dealing               15 MAY 2006


2.   DEALINGS (Note 2)

(a)  Purchases and sales

Total number of          Highest price paid      Lowest price paid (GBP)
securities purchased     (GBP)

169,688                  8.3826                  8.3010

     The following trade which was carried out on 11 May 2006 was omitted from
the disclosure on 12 May 2006

  Total number of        Highest price paid      Lowest price paid (GBP)
securities purchased     (GBP)

125,000                  8.4900                  8.4900



Total number of          Highest price received  Lowest price paid
securities sold          (GBP)                   received (GBP)

75,403                   8.3645                  8.3072


(b)  Derivatives transactions (other than options)

Product       Long/short       Number of securities   Price per unit
name,         (Note 4)         (Note 5)               (GBP)
e.g. CFD
CFD           Long             9,984                  8.3645
CFD           Long             43,800                 8.3103
CFD           Short            39,488                 8.3826
CFD           Short            78,400                 8.3487
CFD           Long             17,492                 8.3072
CFD           Short            17,090                 8.3763
CFD           Short            10,551                 8.3213
CFD           Short            13,877                 8.3617

     The following transaction which was carried out on 11 May 2006 was omitted
from the disclosure on 12 May 2006

Product       Long/short       Number of securities   Price per unit
name,         (Note 4)         (Note 5)               (GBP)
e.g. CFD
CFD           Short            125,000                8.4900



(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 (Note 3)
                varying etc.      relates (Note 5)


(ii) Exercising

Product name, e.g. call  Number of securities    Exercise price per unit
option                                           (Note 3)




3.   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.






Date of disclosure                         16 MAY 2006
Contact name                               BARCLAYS COMPLIANCE
Telephone number                           020 7116 2913
Name of offeree/offeror with which         BAA PLC
connected
Nature of connection (Note 6)              ADVISOR


Notes

The Notes on Form 38.5 can be viewed on the Takeover Panel's website at
 www.thetakeoverpanel.org.uk