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               01 MARCH 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         25,512,072    (5.03%)       908,492   (0.18%)
securities
(2) Derivatives         526,493    (0.10%)        30,611   (0.01%)
(other than
options)
(3) Options and         300,264    (0.06%)             0   (0.00%)
agreements to
purchase/sell
Total                26,338,829    (5.20%)       939,103   (0.19%)



(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      586                  15.0981
Purchase      521                  15.0981
Purchase      358                  15.0981
Purchase      5,055                15.5100
Purchase      43,442               15.4700
Purchase      92,560               14.8920
Purchase      5,000                15.1300
Purchase      1,343                15.4597
Purchase      611                  15.1615
Purchase      30,059               15.3359
Sale          125                  15.1040
Sale          125                  15.0760
Sale          1,755                15.1019
Sale          340                  15.5040
Sale          450                  15.4720
Sale          250                  15.4024
Sale          380                  15.5124
Sale          400                  15.3920
Sale          400                  15.4720
Sale          340                  15.4080
Sale          500                  15.4224
Sale          450                  15.4224
Sale          300                  15.4224
Sale          385                  15.5224
Sale          155                  15.3360
Sale          400                  15.4740
Sale          300                  15.4624
Sale          300                  15.5124
Sale          92,560               14.8920
Sale          35,000               15.4168
Sale          48                   15.4200
Sale          5,000                15.4400
Sale          135                  15.3400
Sale          6,206                15.3902



(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          6,206                 15.3902
CFD        Short         30,059                15.3359
CFD        Short         611                   15.1615




(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                         02 MARCH 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