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               07 FEBRUARY 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              25,843,993     (5.10%)     372,942     (0.07%)
securities
(2) Derivatives               31,443     (0.01%)      24,196     (0.00%)
(other than options)
(3) Options and              300,264     (0.06%)           0     (0.00%)
agreements to
purchase/sell

Total                     26,175,700     (5.17%)     397,138     (0.08%)


(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      2,073                14.7500
Purchase      7,724                14.7700
Purchase      15,000               14.7600
Purchase      5,000                14.8400
Purchase      28,078               14.7233
Purchase      28,636               14.7972
Purchase      1,121                14.7737
Sale          475                  14.7510
Sale          125                  14.7218
Sale          400                  14.7610
Sale          250                  14.7610
Sale          200                  14.7510
Sale          170                  14.7610
Sale          500                  14.8010
Sale          275                  14.8010
Sale          271                  14.7700
Sale          1,353                14.7700
Sale          179,834              14.7247
Sale          65,028               14.7247
Sale          876                  14.7700
Sale          3,700                14.7700
Sale          413                  14.7707


(b)  Derivatives transactions (other than options)

Product    Long/Short    Number of Securities  Price Per
name,      (Note 6)      (Note 7)              Unit (GBP)
e.g. CFD
CFD        Long          3,700                 14.7700
CFD        Short         28,636                14.7972
CFD        Short         28,078                14.7233


(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 (Note
                varying etc.      relates (Note 7)                                      5)


(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                         08 FEBRUARY 2006
Contact name                               BARCLAYS CORPORATE SECRETARIAT
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