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               03 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         25,490,654    (5.03%)      899,820    (0.18%)
securities
(2) Derivatives         522,333    (0.10%)       30,223    (0.01%)
(other than
options)
(3) Options and         300,264    (0.06%)            0    (0.00%)
agreements to
purchase/sell
Total                26,313,251    (5.19%)      930,043    (0.18%)



(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      6,137                15.4644
Purchase      26                   15.4615
Purchase      18,009               15.4149
Purchase      1,809                15.4300
Purchase      1,851                15.4249
Sale          800                  15.4624
Sale          250                  15.4100
Sale          500                  15.4640
Sale          445                  15.4040
Sale          300                  15.4100
Sale          600                  15.4732
Sale          325                  15.4624
Sale          345                  15.3824
Sale          750                  15.4124
Sale          200                  15.4440
Sale          250                  15.4100
Sale          400                  15.4100
Sale          275                  15.3840
Sale          300                  15.4620
Sale          650                  15.4524
Sale          1,560                15.3898
Sale          1,900                15.3898
Sale          3,200                15.4600
Sale          9,334                15.4599
Sale          26                   15.4485
Sale          2,400                15.4800
Sale          109                  15.4500
Sale          908                  15.4400




(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          2,400                 15.4800
CFD        Long          3,200                 15.4600
CFD        Long          26                    15.4485
CFD        Short         1,851                 15.4249
CFD        Short         18,009                15.4149
CFD        Short         26                    15.4615



(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                         06 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