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                13 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          25,920,314   (5.04%)       102,809    (0.02%)
securities
(2) Derivatives            2,821   (0.00%)       232,988    (0.05%)
(other than
options)
(3) Options and          100,000   (0.02%)             0    (0.00%)
agreements to
purchase/sell
Total                 26,023,135   (5.06%)       335,797    (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      3,296                15.6800
Purchase      3,296                15.6800
Purchase      50                   15.6760
Purchase      2,599                15.6916
Sale          200                  15.6720
Sale          1,200                15.6730
Sale          300                  15.6520
Sale          9,520                Transfer
Sale          2,715                15.6479
Sale          2,599                15.6776
Sale          51                   15.6645
Sale          3,296                15.6800
Sale          3,296                15.6800
Sale          2,394                15.6761
Sale          3,296                15.6800



  (b)  Derivatives transactions (other than options)
Product Name,  Long/Short  Number of         Price Per
(e.g. CFD)     (Note 6)    Securities (Note  Unit (GBP)
                           7)
CFD            Long        2,394             15.67608187
CFD            Long        2,715             15.64792634
CFD            Long        2,599             15.6776491
CFD            Short       2,599             15.69156983


(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                         14 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