Mtc Technologies Inc - Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2008 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* BAE Systems, Inc.	2. Issuer Name and Ticker or Trading Symbol MTC TECHNOLOGIES INC [ MTCT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) __ X __ Other (specify below) See explanation in "Remarks"
(Last) (First) (Middle) 1601 RESEARCH BOULEVARD	3. Date of Earliest Transaction (MM/DD/YYYY) 12/21/2007
(Street) ROCKVILLE, MD 20850-3173 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.01 per share ("Common Stock")	6/9/2008		J ⁽¹⁾		5612887	D	⁽¹⁾	1000	I	See ⁽¹⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
( 1)	See "Remarks".

Remarks:
Beneficial ownership of shares of Common Stock referred to herein was reported in the Initial Statement of Beneficial Ownership of Securities on Form 3 (the "Form 3") filed with the Securities Exchange Commission on December 31, 2007 because (i) BAE Systems, Inc. ("BAE Systems") may have been deemed to have had beneficial ownership of such shares as a result of the Voting Agreement dated as of December 21, 2007, among BAE Systems, Inc., Rajesh K. Soin and Rivas Enterprises Limited Partnership III (the "Voting Agreement") and (ii) BAE Systems plc, as the owner of 100% of the capital stock of BAE Systems, may have been deemed to have been the beneficial owner of any shares BAE Systems was deemed to beneficially own. On June 9, 2008, the merger of Mira Acquisition Sub Inc., a wholly-owned, indirect subsidiary of BAE Systems, Inc. ("Merger Sub"), with and into the Issuer was completed, the Voting Agreement terminated by its terms and the Issuer became a wholly-owned, indirect subsidiary of BAE Systems, pursuant to the terms of the Agreement and Plan of Merger dated as of December 21, 2007, among BAE Systems, Merger Sub and the Issuer. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), BAE Systems and BAE Systems plc state that neither this Statement of Changes in Beneficial Ownership of Securities on Form 4 nor the initial Form 3 shall be deemed an admission that either BAE Systems or BAE Systems plc was, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of such shares of Common Stock, and such beneficial ownership is expressly disclaimed.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BAE Systems, Inc. 1601 RESEARCH BOULEVARD ROCKVILLE, MD 20850-3173				See explanation in "Remarks"
BAE SYSTEMS PLC 6 CARLTON GARDENS LONDON, ENGLAND, X0 SW1Y 5AD				See explanation in "Remarks"

Signatures
/s/ Sheila C. Cheston, Senior Vice President and General Counsel		6/9/2008
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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