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               06 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              25,379,658      (5.01%)  1,110,066     (0.22%)
securities
(2) Derivatives              733,067      (0.14%)     67,223     (0.01%)
(other than options)
(3) Options and              300,264      (0.06%)          0     (0.00%)
agreements to
purchase/sell

Total                     26,412,989      (5.21%)  1,177,289     (0.23%)


(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      896                  15.4300
Purchase      6,872                15.4085
Purchase      2,615                15.4600
Purchase      37,000               15.3938
Purchase      60,000               15.3742
Purchase      600                  15.3939
Sale          250                  15.3748
Sale          150                  15.4524
Sale          300                  15.4524
Sale          380                  15.3524
Sale          685                  15.4224
Sale          400                  15.4324
Sale          325                  15.3524
Sale          125                  15.3624
Sale          1,000                15.4300
Sale          4,030                15.4149
Sale          151,121              15.4026
Sale          60,213               15.3874


(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          60,213                15.3874
CFD        Long          151,121               15.4026
CFD        Short         600                   15.3939
CFD        Short         37,000                15.3938


(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                         07 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