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 FEBRUARY 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         26,071,543    (5.15%)     372,942     (0.07%)
securities
(2) Derivatives          31,443    (0.01%)      37,830     (0.01%)
(other than
options)
(3) Options and         300,264    (0.06%)           0     (0.00%)
agreements to
purchase/sell
Total                26,403,250    (5.21%)     410,772     (0.08%)



(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      5,539                14.8650
Purchase      4,096                14.8650
Purchase      5,661                14.8650
Purchase      39,205               14.8850
Purchase      644                  14.8850
Purchase      916                  14.9600
Purchase      543                  14.8850
Purchase      2,285                14.9200
Purchase      629                  14.8850
Purchase      1,088                14.8850
Purchase      5,692                14.9500
Purchase      4,050                Transfer
Purchase      1,047                14.8850
Purchase      724                  14.8850
Purchase      1,192                14.8800
Purchase      9,953                14.9355
Purchase      10,014               14.9500
Sale          225                  14.8810
Sale          225                  14.9010
Sale          450                  14.8910
Sale          230                  14.9010
Sale          285                  14.8910
Sale          2,000                14.8710
Sale          375                  14.8910
Sale          280                  14.9110
Sale          150                  14.8910
Sale          350                  14.9010
Sale          210                  14.8910
Sale          175                  14.9010
Sale          300                  14.9110
Sale          2,072                14.9144
Sale          394                  14.9144
Sale          460                  14.9144
Sale          10,014               14.9500
Sale          15,357               14.8702
Sale          39,400               14.8820
Sale          1,764                 14.8806



 (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          39,400               14.8820
 CFD         Long          15,357               14.8702



 (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                         06 FEBRUARY 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