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                30 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          25,603,468   (4.98%)          1,664   (0.00%)
securities
(2) Derivatives                0   (0.00%)        232,271   (0.05%)
(other than
options)
(3) Options and                0   (0.00%)              0   (0.00%)
agreements to
purchase/sell

Total                 25,603,468   (4.98%)        233,935   (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      375                  Transfer
Purchase      2,321                Transfer
Purchase      5,088                Transfer
Purchase      9,545                Transfer
Purchase      12,212               15.8100
Purchase      1,000                15.8068
Purchase      2,610                15.8184
Purchase      415                  15.8100
Purchase      212                  15.8100
Purchase      2,610                15.8316
Sale          270                  15.8120
Sale          280                  15.8120
Sale          650                  15.8040
Sale          5,000                15.8000
Sale          416                  15.8200
Sale          1,845                15.8100
Sale          2,321                Transfer
Sale          7,710                15.8100
Sale          2,610                15.8315
Sale          2,610                15.8184
Sale          1,000                15.8068

NB. The below transaction which was disclosed on 30/06/06 has been cancelled:

Purchase/sale Number of Securities Price per unit
                                   (GBP)
Sale          5,000                15.7911



  (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           1,000              15.80684
CFD              Short          2,610              15.83158
CFD              Long           2,610              15.81842


(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                         03 JULY 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