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               02 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              25,488,649     (5.03%)     913,592    (0.18%)
securities
(2) Derivatives              536,593     (0.11%)      30,223    (0.01%)
(other than
options)
(3) Options and              300,264     (0.06%)           0    (0.00%)
agreements to
purchase/sell

Total                     26,325,506     (5.20%)     943,815    (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      1,573                15.4829
Purchase      3,747                15.4829
Purchase      3,400                15.4829
Purchase      1,166                15.4829
Purchase      456                  15.4829
Purchase      4,341                15.4829
Purchase      5,000                15.4400
Sale          308                  15.2171
Sale          248                  15.2171
Sale          1,740                15.2171
Sale          15,375               15.4823
Sale          4,274                15.4823
Sale          5,000                15.4400
Sale          1,283                15.5100
Sale          59                   15.4600
Sale          10,100               15.4815
Sale          388                  15.4985
Sale          1,250                15.4832
Sale          211                  15.4740
Sale          250                  15.3580
Sale          170                  15.4724
Sale          250                  15.4860
Sale          200                  15.5040
Sale          250                  15.4760
Sale          550                  15.4924
Sale          1,200                15.4100


(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          10,100                15.4815
CFD        Long          388                   15.4985



(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                         03 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