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                19 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         25,998,450    (5.05%)          3,757   (0.00%)
securities
(2) Derivatives           2,093    (0.00%)        434,398   (0.08%)
(other than
options)
(3) Options and               0    (0.00%)              0   (0.00%)
agreements to
purchase/sell
Total                26,000,543    (5.06%)        438,155   (0.09%)




(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                  Transfer
Purchase      216                  16.0000
Purchase      783                  16.0000
Purchase      807                  16.0000
Purchase      1,059                16.0000
Purchase      1,241                16.0000
Purchase      1,242                Transfer
Purchase      3,640                16.0000
Purchase      2,564                16.0016
Purchase      200                  15.9932
Sale          450                  15.9925
Sale          660                  15.9920
Sale          3,640                16.0000
Sale          72,986               15.9950
Sale          2,703                15.9898
Sale          2,564                15.9884




  (b)  Derivatives transactions (other than options)
Product name,     Long/Short     Number of      Price per
(e.g. CFD)        (Note 6)       Securities     unit (GBP)
CFD               Long           200            15.9932
CFD               Long           2,564          16.0015
CFD               Short          2,564          15.9884


(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                         20 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