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               25 JANUARY 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         26,905,540    (5.31%)       288,782   (0.06%)
securities
(2) Derivatives          29,009    (0.01%)       349,887   (0.07%)
(other than
options)
(3) Options and               0    (0.00%)           264   (0.00%)
agreements to
purchase/sell
Total                26,934,549    (5.32%)       638,933   (0.13%)



(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      1,166                14.6450
Purchase      5,604                14.6450
Purchase      1,307                14.6450
Purchase      5,900                14.7100
Purchase      2,568                14.6450
Purchase      985                  14.7100
Purchase      1,666                14.6450
Purchase      867                  14.6450
Purchase      2,214                14.6450
Purchase      557                  14.6450
Purchase      5,427                14.6450
Purchase      1,419                14.6450
Purchase      520                  14.6450
Purchase      1,000                14.7100
Purchase      7,971                14.6450
Purchase      709                  14.6450
Purchase      1,914                14.6450
Purchase      2,113                14.6450
Purchase      636                  14.6450
Purchase      988                  14.6450
Purchase      76,694               14.6450
Purchase      1,189                14.6450
Purchase      5,981                14.6450
Purchase      111,376              14.5972
Purchase      11,381               14.6351
Purchase      4,109                14.8215
Sale          18,352               14.7100
Sale          20,000               14.6603
Sale          8,403                14.6157
Sale          34,800               14.5500
Sale          18,350               14.5532
Sale          67,500               14.6341
Sale          4,109                14.6185





(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        Long          20,000                14.6603
CFD        Long          8,403                 14.6157
CFD        Long          34,800                14.5500
CFD        Long          18,350                14.5532
CFD        Long          67,500                14.6341
CFD        Long          4,109                 14.6185
CFD        Short         111,376               14.5972
CFD        Short         11,381                14.6351
CFD        Short         4,109                 14.8215
CFD        Short         59,744                14.6984



(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 (Note
                varying etc.      relates (Note 7)                                      5)



(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                         26 JANUARY 2006
Contact name                               BARCLAYS CORPORATE SECRETARIAT
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