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                23 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           25,851,750  (5.03%)         1,664    (0.00%)
securities
(2) Derivatives                 0  (0.00%)       234,994    (0.05%)
(other than
options)
(3) Options and                 0  (0.00%)             0    (0.00%)
agreements to
purchase/sell
Total                  25,851,750  (5.03%)       236,658    (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      301                  15.8269
Purchase      6,199                Transfer
Purchase      766                  Transfer
Purchase      8,229                15.7513
Purchase      641                  15.7513
Purchase      606                  15.7513
Purchase      852                  15.7513
Purchase      636                  15.7600
Purchase      1,705                15.7475
Purchase      2,869                15.7579
Purchase      2,422                15.7624
Sale          587                  15.7525
Sale          275                  15.7525
Sale          500                  15.7525
Sale          6,319                15.7511
Sale          2,431                15.7336
Sale          26,713               15.7537
Sale          264                  15.7600
Sale          34                   15.7200
Sale          4,110                15.7300

NB. The below transaction which was disclosed on 23/06/06 has been cancelled:
Purchase/sal  Number of Securities Price per unit
e                                  (GBP)
Sale          4,110                15.73



  (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              Short          2,869              15.75794
CFD              Short          2,422              15.76237


(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
                varying etc.      relates (Note 7)                                      (GBP)



(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                         26 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