Rule 8.3 - BOC GROUP PLC

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        BARCLAYS PLC
(Note 1)
Company dealt in              BOC GROUP PLC
Class of relevant security    ORD GBP 0.25
to which the dealings being
disclosed relate (Note 2)
Date of dealing               03 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              25,998,143    (5.13%)       67,645    (0.01%)
securities
(2) Derivatives                  191    (0.00%)      136,275    (0.03%)
(other than
options)
(3) Options and              100,000    (0.02%)            0    (0.00%)
agreements to
purchase/sell

Total                     26,098,334    (5.15%)      203,920    (0.04%)


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


Class of                    Long                     Short
relevant
security:

                  Number                    Number
                                  (%)                       (%)
(1) Relevant
securities

(2) Derivatives
(other than
options)

(3) Options and
agreements to
purchase/sell

Total


(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
                                   (GBP)
Purchase      490                  15.4700
Purchase      380                  15.4700
Purchase      2,000                15.4673
Purchase      500                  15.4775
Purchase      145                  15.4700
Purchase      59,081               15.4739
Sale          500                  15.4621
Sale          200                  15.4721
Sale          250                  15.4721
Sale          150                  15.4621
Sale          150                  15.4621
Sale          1,000                15.4621
Sale          250                  15.4621
Sale          300                  15.4740
Sale          302                  15.4621
Sale          100                  15.4621
Sale          225                  15.4621
Sale          300                  15.4621
Sale          500                  15.4621
Sale          150                  15.4621
Sale          150                  15.4621
Sale          200                  15.4721
Sale          175                  15.4621
Sale          220                  15.4621
Sale          260                  15.4621
Sale          800                  15.4622
Sale          380                  15.4723
Sale          2,000                15.4621
Sale          300                  15.4621
Sale          155                  15.4740
Sale          175                  15.4621
Sale          250                  15.4640
Sale          230                  15.4640
Sale          150                  15.4621
Sale          250                  15.4621
Sale          500                  15.4721
Sale          500                  15.4721
Sale          200                  15.4621
Sale          175                  15.4621
Sale          187                  15.4600


 (b)  Derivatives transactions
 (other than options)

 Product     Long/Short    Number of Securities Price Per
 name,       (Note 6)      (Note 7)             Unit (GBP)
 e.g. CFD
 CFD         Short         59,081               15.4739


 (c)  Options transactions in
 respect of existing securities

 (i)  Writing, selling, purchasing
 or varying

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


 (ii) Exercising

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





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


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





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


 Date of disclosure                         4 APRIL 2006
 Contact name                               BARCLAYS COMPLIANCE
 Telephone number                           020 7116 2913
 If a connected EFM, name of
 offeree/offeror with which connected
 If a connected EFM, state nature of
 connection (Note 10)


 Notes

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