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                09 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          25,990,449   (5.05%)        99,518    (0.02%)
securities
(2) Derivatives            2,827   (0.00%)       236,582    (0.05%)
(other than
options)
(3) Options and          100,000   (0.02%)             0    (0.00%)
agreements to
purchase/sell
Total                 26,093,276   (5.07%)       336,100    (0.07%)


(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      186                  15.7100
Purchase      159                  15.7100
Purchase      223                  15.7100
Purchase      1,066                15.7100
Purchase      976                  15.6916
Purchase      2,586                15.7424
Sale          230                  15.7131
Sale          400                  15.7031
Sale          370                  15.7131
Sale          1,200                15.7100
Sale          410                  15.6931
Sale          485                  15.7100
Sale          800                  15.7100
Sale          500                  15.6935
Sale          455                  15.7100
Sale          500                  15.7100
Sale          600                  15.7100
Sale          477                  15.7100
Sale          250                  15.6931
Sale          650                  15.6931
Sale          435                  15.7135
Sale          700                  15.7100
Sale          300                  15.7031
Sale          1,570                15.7031
Sale          1,000                15.7100
Sale          575                  15.7100
Sale          200                  15.7100
Sale          500                  15.7100
Sale          469                  15.7000
Sale          17,629               15.7150
Sale          889                  15.6900
Sale          4,532                15.7000
Sale          2,586                15.7076
Sale          4,800                 15.6900

 The following transactions which
 were disclosed on 9 June 2006 have
 been cancelled

 Purchase/sale Number of Securities  Price per unit
                                     (GBP)
 Sale          4,532                 15.7000
 Sale          4,532                 15.7000




    (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         Short         976                  15.6916
 CFD         Short         2,586                15.7424
 CFD         Long          2,586                15.7077


 (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                         12 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