Rule 8.3- BAE Systems PLC

RNS Number:1493B
AllianceBernstein LP
06 April 2006



      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  (Note 1)               AllianceBernstein L.P.
Company dealt in                               BAE Systems PLC
Class of relevant security to which the        ORD
dealings being disclosed relate (Note 2)

Date of dealing                                05 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 securities                        227,780,381 (7.07%)              N/A


(2) Derivatives (other than options)           N/A                              N/A


(3) Options and agreements to purchase/sell    N/A                              N/A


Total                                          227,780,381 (7.07%)*             N/A



* NB: Total shares may have been affected by shares received (delivered) as part
of an in specie transfer in (out) since the last disclosure.



(b)        Interests and short positions in relevant securities of the company,
other than the class dealt in (Note 3)


Class of relevant security:                                  Long                              Short


                                               Number                           Number
                                                          (%)                              (%)

(1) Relevant securities                        N/A                              N/A


(2) Derivatives (other than options)           N/A                              N/A


(3) Options and agreements to purchase/sell    N/A                              N/A


Total                                          N/A                              N/A





(c)        Rights to subscribe (Note 3)


Class of relevant security:                    Details


N/A                                            N/A






3.         DEALINGS (Note 4)



(a)        Purchases and sales


Purchase/sale                          Number of securities                  Price per unit (Note 5)


Purchase                               22,989                                4.36 (GBP)

Purchase                               108,888                               4.37 (GBP)

Purchase                               20,100                                4.39 (GBP)

Sale                                   107,905                               4.39 (GBP)

Purchase                               18,301                                4.42 (GBP)

Sale                                   56,013                                4.43 (GBP)







(b)        Derivatives transactions (other than options)


Product name,         Long/short (Note 6)       Number of securities (Note 7)        Price per unit (Note 5)

e.g. CFD
N/A                   N/A                       N/A                                  N/A









(c)        Options transactions in respect of existing securities

(i)         Writing, selling, purchasing or varying


Product name,         Writing, selling, Number of securities  Exercise   Type, e.g.      Expiry     Option money
                        purchasing,     to which the option              American,
e.g. call option      varying etc.      relates (Note 7)      price      European etc.   date       paid/received per
                                                                                                    unit (Note 5)

N/A                   N/A               N/A                   N/A        N/A             N/A        N/A





(ii)        Exercising


Product name, e.g. call option         Number of securities                  Exercise price per unit (Note 5)


N/A                                    N/A                                   N/A





(d)        Other dealings (including new securities) (Note 4)


Nature of transaction (Note 8)         Details                               Price per unit (if applicable) (Note 5)


N/A                                    N/A                                   N/A















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.


None







Is a Supplemental Form 8 attached? (Note 9)
            [DEL:YES:DEL]/NO




Date of disclosure                                                06 April 2006

Contact name                                                      Robin Kaniah

Telephone number                                                  [phone]

If a connected EFM, name of offeree/offeror with which connected  N/A
If a connected EFM, state nature of connection (Note 10)          N/A






Notes



The Notes on Form 8.3 can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk






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