BA. Bae Systems 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      J.P. Morgan Securities Ltd.
trader
Company dealt in              BAE Systems Plc
Class  of  relevant  security Ordinary Shares
to  which the dealings  being
disclosed relate (Note 1)
Date of dealing               04 April 2006


2.   DEALINGS (Note 2)

(a)  Purchases and sales

Total number of          Highest price paid      Lowest price paid (Note
securities purchased     (Note 3)                3)

                                                 
184,029                  4.3975 GBP              4.365 GBP
                         
     

Total number of          Highest price received  Lowest price received
securities sold          (Note 3)                (Note 3)

                                                 
258,158                  4.3925 GBP              4.2175 GBP



(b)  Derivatives transactions (other than options)

Product       Long/short       Number of securities   Price per unit
name,         (Note 4)         (Note 5)               (Note 3)
e.g. CFD
                                                      

     
     
(c)  Options transactions in respect of existing securities

(i)  Writing, selling, purchasing or varying

Product      Writing,   Number of     Exerci  Type,    Expiry  Option
name,        selling,   securities    se      e.g.     date    money
e.g. call    purchasing to which      price   America          paid/rece
option       , varying  the option            n,               ived per
             etc.       relates               Europea          unit
                        (Note 5)              n etc.           (Note 3)
                                                               

(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                         05 April 2006
Contact name                               Michael Kirwan
Telephone number                           020 7325 1413
Name of offeree/offeror with which         Babcock International Plc
connected
Nature of connection (Note 6)              2


Notes

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

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