Blocklisting 6 monthly return

BAE SYSTEMS PLC
08 August 2006

                                   SCHEDULE 5

                        BLOCKLISTING SIX MONTHLY RETURN


To:       Listing Applications
          UK Listing Authority
          Financial Services Authority
          25, The North Colonnade
          Canary Wharf
          London, E14 5HS


               Please ensure the entries on this return are typed


1. Name of company

BAE Systems plc


2. Name of scheme

BAE Share Option Plan 2001

(Options granted 2001 onwards)


3. Period of return:

From      1 January 2006                             To     30 June 2006


4. Number and class of shares(s) (amount of stock / debt security) not issued
under scheme

10,924,854 + 14,700,000 = 25,624,854


5. Number of shares issued / allotted under scheme during period:

167,473


6. Balance under scheme not yet issued / allotted at end of period

25,457,381


7. Number and class of share(s) (amount of stock / debt securities) originally
listed and the date of admission;

10,945,854 Jan 2002


Please confirm total number of shares in issue at the end of the period in order
for us to update our records

3,233,069,400


Contact for queries

Name             Simone Barratt

Address          Stirling Square, 6 Carlton Gardens, London SW1Y 5AD

Telephone        [phone]


Person making the return

Name             David Parkes

Position         Company Secretary

Signature


The FSA does not give any express or implied warranty as to the accuracy of this
document or material and does not accept any liability for error or omission.
The FSA is not liable for any damages (including, without limitation, damages
for loss of business or loss of profits) arising in contract, tort or otherwise
from the use of or inability to use this document, or any material contained in
it, or from any action or decision taken as a result of using this document or
any such material.




                                   SCHEDULE 5

                        BLOCKLISTING SIX MONTHLY RETURN



To:       Listing Applications
          UK Listing Authority
          Financial Services Authority
          25, The North Colonnade
          Canary Wharf
          London, E14 5HS





               Please ensure the entries on this return are typed



1. Name of company


BAE Systems plc



2. Name of scheme


BAE JV Share Option Plan 2001

(Options granted 2001 onwards)



3. Period of return:


From      1 January 2006                             To     30 June 2006



4. Number and class of shares(s) (amount of stock / debt security) not issued
under scheme


2,918,010 + 4,300,000 = 7,218,010



5. Number of shares issued / allotted under scheme during period:


2,050



6. Balance under scheme not yet issued / allotted at end of period


7,215,960



7. Number and class of share(s) (amount of stock / debt securities) originally
listed and the date of admission;


2,925,060 Jan 2002



Please confirm total number of shares in issue at the end of the period in order
for us to update our records


3,233,069,400




Contact for queries


Name             Simone Barratt


Address          Stirling Square, 6 Carlton Gardens, London SW1Y 5AD


Telephone        [phone]



Person making the return


Name             David Parkes


Position         Company Secretary


Signature



The FSA does not give any express or implied warranty as to the accuracy of this
document or material and does not accept any liability for error or omission.
The FSA is not liable for any damages (including, without limitation, damages
for loss of business or loss of profits) arising in contract, tort or otherwise
from the use of or inability to use this document, or any material contained in
it, or from any action or decision taken as a result of using this document or
any such material.




SCHEDULE 5

BLOCKLISTING SIX MONTHLY RETURN



To:       Listing Applications
          UK Listing Authority
          Financial Services Authority
          25, The North Colonnade
          Canary Wharf
          London, E14 5HS





               Please ensure the entries on this return are typed



1. Name of company


BAE Systems plc



2. Name of scheme


BAE Systems Executive Share Option Scheme 1993

(Options granted 1994 to 2000)



3. Period of return:


From      1 January 2006                             To     30 June 2006



4. Number and class of shares(s) (amount of stock / debt security) not issued
under scheme


11,829,243



5. Number of shares issued / allotted under scheme during period:


1,717,783



6. Balance under scheme not yet issued / allotted at end of period


10,111,460



7. Number and class of share(s) (amount of stock / debt securities) originally
listed and the date of admission;


24,776,492 between April 1996 and April 2000



Please confirm total number of shares in issue at the end of the period in order
for us to update our records


3,233,069,400




Contact for queries


Name             Simone Barratt


Address          Stirling Square, 6 Carlton Gardens, London SW1Y 5AD


Telephone        [phone]



Person making the return


Name             David Parkes


Position         Company Secretary


Signature



The FSA does not give any express or implied warranty as to the accuracy of this
document or material and does not accept any liability for error or omission.
The FSA is not liable for any damages (including, without limitation, damages
for loss of business or loss of profits) arising in contract, tort or otherwise
from the use of or inability to use this document, or any material contained in
it, or from any action or decision taken as a result of using this document or
any such material.




                                   SCHEDULE 5

                        BLOCKLISTING SIX MONTHLY RETURN



To:          Listing Applications
          UK Listing Authority
          Financial Services Authority
          25, The North Colonnade
          Canary Wharf
          London, E14 5HS





               Please ensure the entries on this return are typed



1. Name of company


BAE Systems plc



2. Name of scheme


BAE Systems Joint Venture SAYE Share Option Scheme 1998

(Options granted 1998 onwards)



3. Period of return:


From      1 January 2006                             To     30 June 2006



4. Number and class of shares(s) (amount of stock / debt security) not issued
under scheme


4,779,587



5. Number of shares issued / allotted under scheme during period:


1,396,640



6. Balance under scheme not yet issued / allotted at end of period


3,382,947



7. Number and class of share(s) (amount of stock / debt securities) originally
listed and the date of admission;


5,973,931 (Nov 1998 to Apr 2000)



Please confirm total number of shares in issue at the end of the period in order
for us to update our records


3,233,069,400




Contact for queries


Name             Simone Barratt


Address          Stirling Square, 6 Carlton Gardens, London SW1Y 5AD


Telephone        [phone]



Person making the return


Name             David Parkes


Position         Company Secretary


Signature



The FSA does not give any express or implied warranty as to the accuracy of this
document or material and does not accept any liability for error or omission.
The FSA is not liable for any damages (including, without limitation, damages
for loss of business or loss of profits) arising in contract, tort or otherwise
from the use of or inability to use this document, or any material contained in
it, or from any action or decision taken as a result of using this document or
any such material.




                                   SCHEDULE 5

                        BLOCKLISTING SIX MONTHLY RETURN



To:          Listing Applications
          UK Listing Authority
          Financial Services Authority
          25, The North Colonnade
          Canary Wharf
          London, E14 5HS





               Please ensure the entries on this return are typed



1. Name of company


BAE Systems plc



2. Name of scheme


BAE Systems Joint Venture Executive Share Option Scheme 1998

(Options granted 1998 to 2000)



3. Period of return:


From      1 January 2006                             To     30 June 2006



4. Number and class of shares(s) (amount of stock / debt security) not issued
under scheme


797,679



5. Number of shares issued / allotted under scheme during period:


18,562



6. Balance under scheme not yet issued / allotted at end of period


779,117



7. Number and class of share(s) (amount of stock / debt securities) originally
listed and the date of admission;


860,209 (Nov 1999 to Apr 2000)



Please confirm total number of shares in issue at the end of the period in order
for us to update our records


3,233,069,400




Contact for queries


Name             Simone Barratt


Address          Stirling Square, 6 Carlton Gardens, London SW1Y 5AD


Telephone        [phone]



Person making the return


Name             David Parkes


Position         Company Secretary


Signature



The FSA does not give any express or implied warranty as to the accuracy of this
document or material and does not accept any liability for error or omission.
The FSA is not liable for any damages (including, without limitation, damages
for loss of business or loss of profits) arising in contract, tort or otherwise
from the use of or inability to use this document, or any material contained in
it, or from any action or decision taken as a result of using this document or
any such material.




                                   SCHEDULE 5

                        BLOCKLISTING SIX MONTHLY RETURN



To:          Listing Applications
          UK Listing Authority
          Financial Services Authority
          25, The North Colonnade
          Canary Wharf
          London, E14 5HS





               Please ensure the entries on this return are typed



1. Name of company


BAE Systems plc



2. Name of scheme


BAE Systems SAYE Share Option Scheme 1993

(Options granted to 2002)



3. Period of return:


From      1 January 2006                             To     30 June 2006



4. Number and class of shares(s) (amount of stock / debt security) not issued
under scheme


42,319,238



5. Number of shares issued / allotted under scheme during period:


5,001,418



6. Balance under scheme not yet issued / allotted at end of period


37,317,820



7. Number and class of share(s) (amount of stock / debt securities) originally
listed and the date of admission;


84,028,260 (Dec 1994 to Apr 2000)



Please confirm total number of shares in issue at the end of the period in order
for us to update our records


3,233,069,400




Contact for queries


Name             Simone Barratt


Address          Stirling Square, 6 Carlton Gardens, London SW1Y 5AD


Telephone        [phone]



Person making the return


Name             David Parkes


Position         Company Secretary


Signature



The FSA does not give any express or implied warranty as to the accuracy of this
document or material and does not accept any liability for error or omission.
The FSA is not liable for any damages (including, without limitation, damages
for loss of business or loss of profits) arising in contract, tort or otherwise
from the use of or inability to use this document, or any material contained in
it, or from any action or decision taken as a result of using this document or
any such material.










                                   SCHEDULE 5

                        BLOCKLISTING SIX MONTHLY RETURN



To:          Listing Applications
          UK Listing Authority
          Financial Services Authority
          25, The North Colonnade
          Canary Wharf
          London, E14 5HS





               Please ensure the entries on this return are typed



1. Name of company


BAE Systems plc



2. Name of scheme


BAE Systems All Employee Share Schemes

(Options granted 2002 onwards)



3. Period of return:


From      1 January 2006                             To     30 June 2006



4. Number and class of shares(s) (amount of stock / debt security) not issued
under scheme


2,513,634 +11,000,000 = 13,513,634



5. Number of shares issued / allotted under scheme during period:


3,101,491



6. Balance under scheme not yet issued / allotted at end of period


10,412,143



7. Number and class of share(s) (amount of stock / debt securities) originally
listed and the date of admission;


3,000,000 (5 December 2003)



Please confirm total number of shares in issue at the end of the period in order
for us to update our records


3,233,069,400




Contact for queries


Name             Simone Barratt


Address          Stirling Square, 6 Carlton Gardens, London SW1Y 5AD


Telephone        [phone]



Person making the return


Name             David Parkes


Position         Company Secretary


Signature



The FSA does not give any express or implied warranty as to the accuracy of this
document or material and does not accept any liability for error or omission.
The FSA is not liable for any damages (including, without limitation, damages
for loss of business or loss of profits) arising in contract, tort or otherwise
from the use of or inability to use this document, or any material contained in
it, or from any action or decision taken as a result of using this document or
any such material.






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