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                14 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         25,767,392    (5.01%)         3,757    (0.00%)
securities
(2) Derivatives           2,093    (0.00%)       334,198    (0.06%)
(other than
options)
(3) Options and               0    (0.00%)             0    (0.00%)
agreements to
purchase/sell
Total                25,769,485    (5.01%)       337,955    (0.07%)




(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      719                  15.9202
Purchase      3,524                15.9200
Purchase      3,812                Transfer
Purchase      6,112                15.9291
Purchase      27,034               15.9200
Purchase      1,885                15.9200
Purchase      36                   15.9300
Purchase      2,556                15.9216
Purchase      50,000               15.9439
Sale          140                  15.9240
Sale          160                  15.9220
Sale          420                  15.9220
Sale          754                  15.9220
Sale          3,000                15.9211
Sale          3,812                Transfer
Sale          1,145                15.9200
Sale          2,556                15.9284



  (b)  Derivatives transactions (other than options)
Product name,   Long/Short       Number of      Price per unit
(e.g. CFD)      (Note 6)         Securities     (GBP)
CFD             Short            2,556          15.9284
CFD             Long             2,556          15.9215
CFD             Long             50,000         15.9438




(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
                varying etc.      relates (Note 7)                                      (GBP)


(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                         17 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