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                12 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         25,692,894    (5.00%)         1,664    (0.00%)
securities
(2) Derivatives               0    (0.00%)       286,532    (0.06%)
(other than
options)
(3) Options and               0    (0.00%)             0    (0.00%)
agreements to
purchase/sell
Total                25,692,894    (5.00%)       288,196    (0.06%)


(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      69                   15.8800
Purchase      2,561                15.8816
Purchase      6,012                15.9132
Purchase      50,000               15.9224
Purchase      345                  15.8700
Purchase      347                  15.7000
Purchase      637                  15.9200
Purchase      514                  15.9100
Purchase      1,892                15.9077
Purchase      692                  15.9200
Purchase      875                  15.9200
Purchase      687                  15.9200
Sale          384                  15.8587
Sale          20,758               15.8900
Sale          190                  15.9078
Sale          2,561                15.8684
Sale          500                  15.9120
Sale          300                  15.8640
Sale          450                  15.9040
Sale          380                  15.9120




  (b)  Derivatives transactions (other than options)
Product name,   Long/Short       Number of      Price per unit
(e.g. CFD)      (Note 6)         Securities     (GBP)
CFD             Short            2,561          15.8815
CFD             Short            6,012          15.9131
CFD             Short            50,000         15.9223
CFD             Long             2,561          15.8684


(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                         13 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