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               16 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              25,700,460    (5.07%)      508,899    (0.10%)
securities
(2) Derivatives              187,400    (0.04%)       30,000    (0.01%)
(other than options)
(3) Options and              300,264    (0.06%)            0    (0.00%)
agreements to
purchase/sell

Total                     26,188,124    (5.17%)      538,899    (0.11%)


(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      243                  14.8250
Purchase      1,118                14.9000
Purchase      3,400                14.7235
Purchase      41,109               14.7477
Purchase      10,000               14.6300
Purchase      10,000               14.7544
Purchase      574                  14.8700
Sale          2,500                14.8000
Sale          165                  14.8724
Sale          200                  14.7924
Sale          300                  14.8224
Sale          600                  14.8000
Sale          500                  14.8000
Sale          335                  14.5924
Sale          1,630                14.8000
Sale          400                  14.7924
Sale          500                  14.8000
Sale          400                  14.8000
Sale          150                  14.5924
Sale          1,050                14.8000
Sale          480                  14.8000
Sale          34,893               14.6800
Sale          3,500                14.8900


(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          3,500                 14.8900
CFD        Short         10,000                14.7544
CFD        Short         3,400                 14.7235
CFD        Short         41,109                14.7477


(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                         17 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