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               04 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              25,990,560    (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                     26,090,751    (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      450                  15.4900
Purchase      1,169                15.4751
Purchase      600                  15.4900
Purchase      525                  15.4900
Purchase      550                  15.4900
Purchase      375                  15.4900
Purchase      2,000                15.4673
Purchase      600                  15.4900
Sale          230                  15.4821
Sale          250                  15.4824
Sale          230                  15.4824
Sale          325                  15.4821
Sale          150                  15.4821
Sale          200                  15.4821
Sale          330                  15.4821
Sale          275                  15.4821
Sale          100                  15.4821
Sale          600                  15.4800
Sale          330                  15.4821
Sale          500                  15.4721
Sale          350                  15.4821
Sale          450                  15.4800
Sale          275                  15.4821
Sale          250                  15.4821
Sale          510                  15.4821
Sale          275                  15.4821
Sale          325                  15.4821
Sale          230                  15.4821
Sale          330                  15.4821
Sale          200                  15.4821
Sale          900                  15.4800
Sale          600                  15.4800
Sale          500                  15.4821
Sale          550                  15.4800
Sale          647                  15.4800
Sale          1,940                 15.4800

The following trade which was
disclosed on 4 April 2006 has been cancelled

Purchase/sale Number of Securities  Price per unit
                                    (GBP)
Purchase      2,000                 15.4673


(b)  Derivatives transactions
(other than options)

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


(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   (GBP)     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                         5 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