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        CQS (UK) LLP
(Note 1)
Company dealt in              BAE Systems Plc
Class of relevant security    ISIN: GB0002634946
to which the dealings being
disclosed relate (Note 2)
Date of dealing               06/04/06


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                             
   
(2)  Derivatives (other  than                       27,325,214
options)                                            0.8486
   
(3) Options and agreements                          
to purchase/sell
   
Total                                               27,325,214
                                                    0.8486

(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
   Convertible Bonds ISIN:
        GB0001271690
                              Number                Number
                              (%)                   (%)
(1) Relevant securities                             
   
(2)  Derivatives (other  than 59,718,741            
options)                      22.44
   
(3) Options and agreements                          
to purchase/sell
   
Total                         59,718,741            
                              22.44


(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 (Note 5)

                                                 
                                                 
                                                 
     
     

(b)  Derivatives transactions (other than options)

Product       Long/short       Number of securities   Price per unit
name,         (Note 6)         (Note 7)               (Note 5)
e.g. CFD
CFD           Purchase         100,000                431.7590p

     
     

(c)  Options transactions in respect of existing securities

(i)  Writing, selling, purchasing or varying

Product       Writing,    Number of    Exerc   Type,    Expir   Option
name,         selling,    securities   ise     e.g.     y       money
e.g. call     purchasin   to which the price   American date    paid/rece
option        g,          option               ,                ived per
              varying     relates              European         unit
              etc.        (Note 7)             etc.             (Note 5)
                                                                


(ii) Exercising

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



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


Nature of transaction    Details                 Price per unit (if
(Note 8)                                         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                         07/04/06
Contact name                               Marc Beney
Telephone number                           0207 201 6893
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