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                14 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          25,917,653   (5.04%)       103,540    (0.02%)
securities
(2) Derivatives            2,422   (0.00%)       236,108    (0.05%)
(other than
options)
(3) Options and          100,000   (0.02%)             0    (0.00%)
agreements to
purchase/sell

Total                 26,020,075   (5.06%)       339,648    (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      1,186                15.7107
Purchase      303                  15.7107
Purchase      691                  15.6562
Purchase      735                  15.6562
Purchase      1,868                15.6562
Purchase      2,280                15.6600
Purchase      627                  15.6562
Purchase      1,706                15.6600
Purchase      5,785                15.6735
Purchase      200                  15.6639
Purchase      27                   15.6600
Purchase      3,319                15.6616
Sale          350                  15.6520
Sale          350                  15.6520
Sale          13                   15.6620
Sale          1,548                Transfer
Sale          6,642                15.6453
Sale          5,785                15.6735
Sale          6,700                15.6600
Sale          3,296                15.6800

The below transaction which was disclosed on 14 June 2006 has been cancelled:
Purchase/sale Number of Securities Price per unit
                                   (GBP)
Sale          3,296                15.68


(b)  Derivatives transactions (other than options)
Product Name,  Long/Short  Number of         Price Per Unit
(e.g. CFD)     (Note 6)    Securities       (GBP)
                           (Note 7)
CFD            Short       200               15.6639
CFD            Short       3319              15.6616
CFD            Short       519               15.6816
CFD            Long        519               15.6584


(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                         15 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