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               08 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         25,936,347    (5.12%)     364,863     (0.07%)
securities
(2) Derivatives          31,443    (0.01%)      78,146     (0.02%)
(other than
options)
(3) Options and         300,264    (0.06%)           0     (0.00%)
agreements to
purchase/sell
Total                26,268,054    (5.18%)     443,009     (0.09%)



(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      1,210                14.6150
Purchase      370                  14.6150
Purchase      3,386                14.6042
Purchase      1,947                14.6150
Purchase      890                  14.6150
Purchase      1,454                14.6150
Purchase      9,013                14.6042
Purchase      4,917                14.6150
Purchase      6,094                14.6042
Purchase      3,832                14.6150
Purchase      923                  14.6150
Purchase      991                  14.6150
Purchase      2,032                14.6200
Purchase      553                  14.6150
Purchase      615                  14.6150
Purchase      8                    14.6200
Purchase      10,000               14.6100
Purchase      33,150               14.6400
Purchase      20,800               14.6700
Sale          100                  14.6010
Sale          600                  14.6010
Sale          234                  14.5748
Sale          390                  14.5824
Sale          341                  14.6400
Sale          4,000                14.6479
Sale          2,000                14.6479
Sale          2,166                14.6590




(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        Short         33,150                14.6400
CFD        Short         20,800                14.6700




(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                         09 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