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                06 JULY 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          25,612,903   (4.98%)          1,664   (0.00%)
securities
(2) Derivatives                0   (0.00%)        230,132   (0.04%)
(other than
options)
(3) Options and                0   (0.00%)              0   (0.00%)
agreements to
purchase/sell
Total                 25,612,903   (4.98%)        231,796   (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      651                  15.8531
Purchase      659                  15.8531
Purchase      940                  15.8531
Purchase      1,896                15.8531
Purchase      17,664               15.8603
Purchase      159                  15.8525
Purchase      605                  15.8531
Purchase      607                  15.8531
Purchase      990                  15.8531
Purchase      1,075                15.8531
Purchase      2,347                15.8539
Purchase      4,119                15.8539
Purchase      6,959                15.8531
Purchase      525                  15.8600
Purchase      979                  15.8541
Purchase      2,576                15.8616
Sale          180                  15.8420
Sale          300                  15.8520
Sale          350                  15.8420
Sale          400                  15.8520
Sale          450                  15.8530
Sale          500                  15.8525
Sale          560                  15.8520
Sale          2,576                15.8584
Sale          20,758               15.8500


NB. The below transactions which were disclosed 06/07/06 have been cancelled:


Purchase/sal  Number of Securities Price per unit
e                                  (GBP)
Sale          20,758               15.8500
Sale          560                  15.8520


  (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           2,576              15.85841
CFD              Short          2,576              15.86159


(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
                varying etc.      relates (Note 7)                                      (GBP)


(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                         07 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