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                20 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          25,923,927   (5.04%)         3,757    (0.00%)
securities
(2) Derivatives            2,093   (0.00%)       433,598    (0.08%)
(other than
options)
(3) Options and                0   (0.00%)             0    (0.00%)
agreements to
purchase/sell
Total                 25,926,020   (5.04%)       437,355    (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      295                  16.0000
Purchase      3,312                16.0000
Purchase      3,312                16.0000
Purchase      18,216               Transfer
Purchase      2                    16.0100
Purchase      2,547                16.0016
Purchase      3,312                16.0000
Sale          250                  16.0020
Sale          300                  16.0020
Sale          400                  16.0020
Sale          500                  16.0030
Sale          94,056               16.0002
Sale          42                   16.0000
Sale          800                  15.9968
Sale          2,547                15.9984
Sale          3,312                16.0000
Sale          3,312                16.0000




  (b)  Derivatives transactions (other than options)
Product name,   Long/Short       Number of      Price per unit
(e.g. CFD)      (Note 6)         Securities     (GBP)
CFD             Short            800            15.9968
CFD             Short            2,547          15.9983
CFD             Long             2,547          16.0016


(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                         21 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