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                16 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         25,918,912    (5.04%)         5,527    (0.00%)
securities
(2) Derivatives           3,863    (0.00%)       233,388    (0.05%)
(other than
options)
(3) Options and         100,000    (0.02%)             0    (0.00%)
agreements to
purchase/sell

Total                26,022,775    (5.06%)       238,915    (0.05%)



(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      699                  Transfer
Purchase      866                  Transfer
Purchase      635                  Transfer
Purchase      705                  Transfer
Purchase      12,971               15.7000
Purchase      1,382                15.7000
Purchase      4,313                15.7000
Purchase      1,583                15.7000
Purchase      3,772                15.7000
Purchase      25,921               15.7100
Purchase      51                   15.7000
Purchase      1,546                15.7000
Purchase      788                  15.7000
Purchase      100,000              15.0000
Purchase      5,300                15.7254
Purchase      200                  15.6939
Purchase      2,564                15.8016
Purchase      520                  15.7125
Purchase      519                  15.6816
Purchase      2,585                15.6816
Sale          980                  15.7115
Sale          250                  15.6920
Sale          167                  15.7115
Sale          625                  15.7115
Sale          450                  15.6920
Sale          26,355               15.7000
Sale          57,602               15.7000
Sale          1,701                15.6884
Sale          2,564                15.7184
Sale          2,660                15.6984
Sale          2,585                15.6744
Sale          519                  15.6584



(b)  Derivatives transactions (other than options)
Product name    Long/Short    Number of         Price Per Unit
e.g. CFD        (Note 6)      Securities (Note  (GBP)
                              7)
CFD             Long          2660              15.69842857
CFD             Short         2564              15.80157956
CFD             Long          2564              15.71842824


(c)  Options transactions in respect of existing securities

Purchase/sale Number of Securities Price per unit
                                   (GBP)
Sale          100,000              Transfer


(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                         19 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