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                10 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          25,642,913   (4.99%)          4,010   (0.00%)
securities
(2) Derivatives            2,346   (0.00%)        229,788   (0.04%)
(other than
options)
(3) Options and                0   (0.00%)              0   (0.00%)
agreements to
purchase/sell

Total                 25,645,259   (4.99%)        233,798   (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      3,565                15.8610
Purchase      2,432                Transfer
Purchase      3,093                Transfer
Purchase      17,780               15.8800
Purchase      842                  15.8800
Sale          80                   15.8720
Sale          128                  15.8720
Sale          150                  15.8720
Sale          150                  15.8720
Sale          180                  15.8420
Sale          200                  15.8720
Sale          220                  15.8720
Sale          325                  15.8720
Sale          500                  15.8725
Sale          650                  15.8711
Sale          725                  15.8711
Sale          725                  15.8711
Sale          3,093                Transfer
Sale          48                   15.8700

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

Purchase/sale Number of Securities Price per unit
                                   (GBP)
Sale          180                  15.8420


(b)  Derivatives transactions (other than options)
Product name,   Long/Short       Number of      Price per unit
(e.g. CFD)      (Note 6)         Securities     (GBP)




(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                         11 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