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                19 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         25,863,612    (5.03%)          4,086   (0.00%)
securities
(2) Derivatives           2,422    (0.00%)        234,761   (0.05%)
(other than
options)
(3) Options and         100,000    (0.02%)              0   (0.00%)
agreements to
purchase/sell

Total                25,966,034    (5.05%)        238,847   (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      15,015               Transfer
Purchase      16,060               Transfer
Purchase      200                  15.7040
Purchase      104                  15.7100
Purchase      2,614                15.7084
Purchase      3,275                15.7169
Sale          500                  15.7120
Sale          370                  15.7120
Sale          700                  15.7111
Sale          250                  15.7111
Sale          475                  15.7111
Sale          250                  15.7111
Sale          250                  15.7111
Sale          600                  15.7120
Sale          235                  15.7111
Sale          35                   15.6920
Sale          450                  15.7140
Sale          600                  15.7111
Sale          475                  15.7111
Sale          300                  15.7111
Sale          15,015               Transfer
Sale          16,060               Transfer
Sale          31,075               15.7085
Sale          5,364                15.7000
Sale          747                  15.7188
Sale          106                  15.7000
Sale          129                  15.7200
Sale          18,582               15.7000

(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                15.70395
CFD              Short          2,614              15.70840


(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                         20 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