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               16 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)





(1) Relevant          26,051,949   (5.14%)      96,835     (0.02%)
securities
(2) Derivatives           18,217   (0.00%)     139,207     (0.03%)
(other than
options)
(3) Options and          100,000   (0.02%)           0     (0.00%)
agreements to
purchase/sell
Total                 26,170,166   (5.16%)     236,042     (0.05%)


(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      311                  15.6700
Purchase      1,919                15.6500
Purchase      2,060                15.6400
Purchase      5,087                15.6431
Purchase      2,204                15.6624
Sale          335                  15.6523
Sale          400                  15.6460
Sale          250                  15.6421
Sale          730                  15.6540
Sale          550                  15.6421
Sale          505                  15.6426
Sale          200                  15.6421
Sale          160                  15.6540
Sale          385                  15.6521
Sale          3,905                15.6452
Sale          6,394                15.6450
Sale          200                  15.6361
Sale          5,407                15.6369
Sale          2,204                15.6377
Sale          2,538                15.6384

(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          200                   15.6361
CFD        Long          2,538                 15.6384
CFD        Long          2,204                 15.6377
CFD        Long          5,407                 15.6369
CFD        Short         2,204                 15.6624
CFD        Short         5,087                 15.6431

(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                         17 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