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                29 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          25,586,792   (4.97%)         1,664    (0.00%)
securities
(2) Derivatives                0   (0.00%)       233,271    (0.05%)
(other than
options)
(3) Options and                0   (0.00%)             0    (0.00%)
agreements to
purchase/sell
Total                 25,586,792   (4.97%)       234,935    (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      159                  15.8130
Purchase      2,610                15.7916
Purchase      3,135                15.8116
Sale          100                  15.7920
Sale          175                  15.7920
Sale          260                  15.8020
Sale          350                  15.8020
Sale          370                  15.8020
Sale          740                  15.8120
Sale          1,100                15.8020
Sale          5,000                15.7911
Sale          125,000              15.7900
Sale          1,902                15.8300
Sale          53                   15.8000
Sale          2,610                15.7984
Sale          3,200                15.7861




  (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              Long           3,200              15.78605
CFD              Short          3,135              15.81158
CFD              Short          2,610              15.79158
CFD              Long           2,610              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             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                         30 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