Rule 8.3- BAE Systems Plc

RNS Number:2784B
Merrill Lynch Investment ManagersLd
10 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)             Merrill Lynch Investment Managers Group Limited

Company dealt in                             BAE Systems

Class of relevant security to which the      2.5p ordinary shares
dealings being disclosed relate (Note 2)

Date of dealing                              7th 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                                              96,766,602     3.00%

(2) Derivatives (other than options)                                 85,000         0.00%

(3) Options and agreements to purchase/sell

Total                                                                96,851,602     3.00%


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


 Class of relevant security: 7.75P(N)CNV CUM RD PRF 25P               Long              Short
                                                                      Number     (%)    Number     (%)

(1) Relevant securities                                               42,600    0.01%

(2) Derivatives (other than options)

(3) Options and agreements to purchase/sell

Total                                                                 42,600     0.01%



(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)


Purchase                           255,000                           435.50p





(b)            Derivatives transactions (other than options)
Product name, e.g.  Long/short (Note 6)     Number of securities (Note 7)    Price per unit (Note 5)
CFD




(c)            Options transactions in respect of existing securities

(i)            Writing, selling, purchasing or varying


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






(ii)            Exercising


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






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


Nature of transaction (Note 8)       Details                             Price per unit (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.



None...........................................................................


..............................................................................





Is a Supplemental Form 8 attached? (Note 9)                    NO


Date of disclosure                                             10th April 2006

Contact name                                                   Caroline Fox

Telephone number                                               0207 964 5738

If a connected EFM, name of offeree/offeror with which         N/A
connected

If a connected EFM, state nature of connection (Note 10)       N/A


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




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