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               22 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          25,480,110   (5.03%)      734,723    (0.14%)
securities
(2) Derivatives          392,724   (0.08%)       30,000    (0.01%)
(other than
options)
(3) Options and          300,264   (0.06%)            0    (0.00%)
agreements to
purchase/sell
Total                 26,173,098   (5.17%)      764,723    (0.15%)


(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      375                  15.0200
Purchase      2,140                15.0700
Purchase      8,553                15.1500
Purchase      44,101               15.1500
Purchase      1,813                15.0231
Purchase      318                  14.9815
Sale          500                  15.0640
Sale          125                  15.0840
Sale          485                  15.0624
Sale          85                   15.0920
Sale          600                  15.0844
Sale          250                  15.0040
Sale          150                  15.0480
Sale          250                  15.0040
Sale          275                  15.0024
Sale          100                  15.0040
Sale          250                  15.0440
Sale          750                  15.0424
Sale          225                  15.0860
Sale          150                  15.0900
Sale          1,500                15.0424
Sale          200                  15.0024
Sale          435                  15.0040
Sale          650                  15.0157
Sale          2,455                15.1530
Sale          442                  15.1530
Sale          552                  15.1530
Sale          35,700               15.0251
Sale          14,790               15.0514
Sale          318                  15.0085



(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          35,700                15.0251
CFD        Long          14,790                15.0514
CFD        Long          318                   15.0085
CFD        Short         1,813                 15.0231
CFD        Short         318                   14.9815



(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 (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                         23 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