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                22 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          25,863,817   (5.03%)          5,813   (0.00%)
securities
(2) Derivatives            3,885   (0.00%)        233,588   (0.05%)
(other than
options)
(3) Options and                0   (0.00%)              0   (0.00%)
agreements to
purchase/sell

Total                 25,867,702   (5.03%)        239,401   (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      270                  15.7554
Purchase      472                  15.7554
Purchase      4,110                15.7300
Purchase      4,110                15.7300
Sale          130                  15.7625
Sale          285                  15.7525
Sale          309                  15.7620
Sale          325                  15.7630
Sale          560                  15.7420
Sale          575                  15.7520
Sale          775                  15.7420
Sale          935                  15.7520
Sale          7,670                15.7300
Sale          1,300                15.7500
Sale          59                   15.7200
Sale          2,498                15.7284
Sale          4,110                15.7300


(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              Long           2,498              15.72843


(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   (GBP)     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                         23 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