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                01 JUNE 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          26,044,205   (5.14%)        85,879    (0.02%)
securities
(2) Derivatives            2,573   (0.00%)       235,982    (0.05%)
(other than
options)
(3) Options and          100,000   (0.02%)             0    (0.00%)
agreements to
purchase/sell
Total                 26,146,778   (5.16%)       321,861    (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      307                  15.6645
Purchase      245                  15.6645
Purchase      368                  15.6645
Purchase      307                  15.6645
Purchase      256                  15.6400
Purchase      3,644                15.6200
Purchase      400                  15.6339
Purchase      2,567                15.5923
Purchase      2,669                15.6452
Purchase      50,000               15.6423
Sale          240                  15.6131
Sale          3,000                15.6331
Sale          340                  15.6131
Sale          120                  15.6120
Sale          350                  15.6131
Sale          295                  15.6331
Sale          195                  15.6040
Sale          1,119                15.6335
Sale          100                  15.6160
Sale          270                  15.6140
Sale          305                  15.6200
Sale          3,644                15.6200
Sale          2,567                15.6157


  (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          2,567                 15.6157
CFD        Short         400                   15.6339
CFD        Short         2,669                 15.6452
CFD        Short         2,567                 15.5923
CFD        Short         50,000                15.6423

(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                         02 June 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