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               30 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         26,474,437    (5.22%)     345,098     (0.07%)
securities
(2) Derivatives          31,043    (0.01%)     381,530     (0.08%)
(other than
options)
(3) Options and         100,264    (0.02%)           0     (0.00%)
agreements to
purchase/sell
Total                26,605,744    (5.25%)     726,628     (0.14%)

(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      400                  14.9738
Purchase      15,375               14.9086
Purchase      27,166               14.9174
Purchase      1,014                15.0200
Sale          750                  14.8900
Sale          1,000                14.8900
Sale          200                  14.8900
Sale          225                  14.8900
Sale          330                  14.8900
Sale          250                  14.9000
Sale          200                  14.8900
Sale          200                  14.8900
Sale          300                  14.8900
Sale          400                  14.8900
Sale          150                  14.9000
Sale          250                  14.8900
Sale          200                  14.8900
Sale          300                  14.9000
Sale          400                  14.8800
Sale          350                  14.8900
Sale          525                  14.8900
Sale          525                  14.8900
Sale          265                  14.8900
Sale          350                  14.8900
Sale          275                  14.8900
Sale          475                  14.8900
Sale          310                  14.9200
Sale          135                  14.9000
Sale          330                  14.8900
Sale          950                  14.9300
Sale          200                  14.9800
Sale          500                  14.8900
Sale          200                  14.8900
Sale          426                  14.9091
Sale          531                  14.9091
Sale          2,363                14.9091
Sale          2,370                14.9125
Sale          52,000               14.6400
Sale          77,500               14.9624
Sale          52,000               14.6400
 Sale          35,000                14.5918


 The following trade, which was
 reported on 27 January 2006, has
 been cancelled.


 Purchase/sale Number of Securities  Price per unit
                                     (GBP)
 Purchase      35,000                14.5258


 (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          77,500               14.9624
 CFD         Short         400                  14.9738
 CFD         Short         27,166               14.9174
 CFD         Short         15,375               14.9086

 (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                         31 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