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               20 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         25,565,954    (5.05%)      612,973    (0.12%)
securities
(2) Derivatives         270,974    (0.05%)       30,000    (0.01%)
(other than
options)
(3) Options and         300,264    (0.06%)            0    (0.00%)
agreements to
purchase/sell
Total                26,137,192    (5.16%)      642,973    (0.13%)

(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      1,478                15.1450
Purchase      754                  15.1400
Sale          150                  15.1332
Sale          100                  15.1444
Sale          1,300                15.1424
Sale          175                  15.1424
Sale          225                  15.1224
Sale          125                  15.1419
Sale          150                  15.1369
Sale          280                  15.1624
Sale          520                  15.1524
Sale          900                  15.1332
Sale          1,355                15.1372
Sale          80                   14.9000
Sale          244                  15.1372
Sale          445                  14.9000
Sale          100                  14.9000
Sale          304                  15.1372
Sale          12,935               15.1550
Sale          7,334                15.1100
Sale          11,056               15.1451
Sale          3,645                14.8900
Sale          502                  15.1600
Sale          51,356               15.1518

The following trade, which was disclosed on 20/02/2006, has been cancelled:

Purchase/sal  Number of Securities Price per unit
e                                  (GBP)
Sale          3,645                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          51,356                15.1518
CFD        Long          11,056                15.1451
CFD        Short         1,478                 15.1450

(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                         21 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