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
                                                                                  
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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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

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
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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