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               06 APRIL 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             114,119,437    (3.54%)       68,270    (0.00%)
securities
(2) Derivatives              339,298    (0.01%)    2,498,667    (0.08%)
(other than
options)
(3) Options and                    0    (0.00%)    4,472,272    (0.14%)
agreements to
purchase/sell

Total                    114,458,735    (3.55%)    7,039,209    (0.22%)


(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      675                  4.3113
Purchase      770                  4.3068
Purchase      700                  4.3068
Purchase      11,802               4.3155
Purchase      62,400               4.3345
Purchase      9,848                4.3507
Sale          4,000                4.3012
Sale          1,000                4.3361
Sale          1,286                4.3107
Sale          1,500                4.3132
Sale          1,400                4.3006
Sale          46,998               4.3758
Sale          9,848                4.3468



(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          9,848                 4.3468
CFD        Short         11,802                4.3155
CFD        Short         62,400                4.3345
CFD        Short         9,848                 4.3507
CFD        Long          13,358                4.3111


(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                         07 APRIL 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 Panels website at
www.thetakeoverpanel.org.uk