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               12 MAY 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          26,140,622   (5.16%)        92,185   (0.02%)
securities
(2) Derivatives           13,567   (0.00%)       135,574   (0.03%)
(other than
options)
(3) Options and          100,000   (0.02%)             0   (0.00%)
agreements to
purchase/sell

Total                 26,254,189   (5.18%)       227,759   (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      1,204                15.6786
Purchase      372                  15.6800
Purchase      403                  15.6800
Purchase      2,055                15.6500
Purchase      1,306                15.6800
Purchase      3,996                15.6839
Purchase      173                  15.6800
Purchase      61,902               15.6722
Purchase      2,547                15.6824
Sale          500                  15.6740
Sale          225                  15.6724
Sale          125                  15.6722
Sale          250                  15.6721
Sale          300                  15.6721
Sale          550                  15.6721
Sale          150                  15.6727
Sale          400                  15.6727
Sale          500                  15.6730
Sale          350                  15.6740
Sale          500                  15.6730
Sale          375                  15.6721
Sale          2,547                15.6676
Sale          7,064                15.6469
Sale          2,997                15.6661
Sale          3,375                15.6469
Sale          327                  15.6702


(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          2,997                 15.6661
CFD        Long          2,547                 15.6676
CFD        Long          7,064                 15.6469
CFD        Long          3,375                 15.6469
CFD        Short         3,996                 15.6839
CFD        Short         2,547                 15.6824


(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                         15 MAY 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