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                24 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         26,093,058    (5.15%)        101,653   (0.02%)
securities
(2) Derivatives          16,089    (0.00%)        189,036   (0.04%)
(other than
options)
(3) Options and         100,000    (0.02%)              0   (0.00%)
agreements to
purchase/sell
Total                26,209,147    (5.17%)        290,689   (0.06%)


(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      2,055                15.5700
Purchase      2,555                15.6323
Purchase      20,000               15.5856
Purchase      3,736                15.6232
Purchase      34                   15.6300
Sale          800                  15.5926
Sale          320                  15.6235
Sale          725                  15.6226
Sale          500                  15.5900
Sale          320                  15.6226
Sale          375                  15.6235
Sale          970                  15.5900
Sale          400                  15.6226
Sale          300                  15.6226
Sale          170                  15.6226
Sale          200                  15.5900
Sale          490                  15.6226
Sale          400                  15.5926
Sale          250                  15.5826
Sale          340                  15.6226
Sale          350                  15.6226
Sale          175                  15.6226
Sale          500                  15.6226
Sale          550                  15.6226
Sale          3,700                15.5900
Sale          500                  15.5926
Sale          250                  15.5900
Sale          7,000                15.5900
Sale          200                  15.5900
Sale          600                  15.5900
Sale          3,700                15.5900
Sale          500                  15.6226
Sale          200                  15.6226
Sale          2,000                15.5900
Sale          1,000                15.6326
Sale          5,000                15.5900
Sale          360                  15.6235
Sale          500                  15.5900
Sale          820                  15.5900
Sale          450                  15.5926
Sale          300                  15.6226
Sale          1,300                15.6040
Sale          2,555                15.6277
Sale          3,083                15.5955


    (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          2,555                15.6277
 CFD         Short         3,736                15.6232
 CFD         Short         2,555                15.6323

 (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   (GBP)     European etc.            per unit
                varying etc.      relates (Note 7)                                      (GBP)


 (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                         25 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