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               13 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              25,712,443    (5.07%)      501,610     (0.10%)
securities
(2) Derivatives              180,111    (0.04%)       20,000     (0.00%)
(other than options)
(3) Options and              300,264    (0.06%)            0     (0.00%)
agreements to
purchase/sell

Total                     26,192,818    (5.17%)      521,610     (0.10%)



(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      5,000                14.8200
Purchase      359                  14.7800
Sale          400                  14.7524
Sale          400                  14.7300
Sale          330                  14.7200
Sale          170                  14.7400
Sale          200                  14.7623
Sale          500                  14.7824
Sale          17                   14.7300
Sale          150                  14.7700
Sale          700                  14.7924
Sale          500                  14.7924
Sale          550                  14.7812
Sale          750                  14.7624
Sale          125                  14.7824
Sale          3,000                14.7700
Sale          150                  14.7300
Sale          494                  14.9016
Sale          617                  14.9016
Sale          2,745                14.9016
Sale          19,841               14.7899
Sale          9,601                14.7899
Sale          1,438                14.8100
Sale          3,400                14.8100


(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          3,400                 14.8100


(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                         14 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