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                26 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           25,655,244  (4.99%)          1,664   (0.00%)
securities
(2) Derivatives                 0  (0.00%)        234,027   (0.05%)
(other than
options)
(3) Options and                 0  (0.00%)              0   (0.00%)
agreements to
purchase/sell

Total                  25,655,244  (4.99%)        235,691   (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      3,096                Transfer
Purchase      524                  15.7700
Purchase      1,092                15.7727
Purchase      1,529                15.7702
Sale          200                  15.7700
Sale          262                  15.7625
Sale          300                  15.7625
Sale          400                  15.7620
Sale          400                  15.7700
Sale          415                  15.7540
Sale          550                  15.7700
Sale          700                  15.7700
Sale          750                  15.7725
Sale          950                  15.7700
Sale          1,000                15.7700
Sale          1,000                15.7700
Sale          1,000                15.7700
Sale          1,300                15.7700
Sale          1,500                15.7700
Sale          1,500                15.7700
Sale          1,500                15.7700
Sale          1,750                15.7700
Sale          2,000                15.7700
Sale          2,000                15.7700
Sale          2,200                15.7700
Sale          2,200                15.7700
Sale          2,300                15.7700
Sale          2,500                15.7700
Sale          2,500                15.7700
Sale          2,500                15.7700
Sale          2,800                15.7700
Sale          3,000                15.7700
Sale          3,300                15.7700
Sale          3,800                15.7700
Sale          5,000                15.7700
Sale          5,000                15.7700
Sale          6,500                15.7700
Sale          7,600                15.7700
Sale          10,000               15.7700
Sale          12,000               15.7700
Sale          1,754                15.7600
Sale          106,567              15.7655
Sale          782                  15.7600
Sale          967                   15.7984


(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          967                 15.79842


(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                         27 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