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               16 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        25,999,902     (5.13%)      335,995    (0.07%)
securities
(2) Derivatives            611     (0.00%)       60,494    (0.01%)
(other than
options)
(3) Options and        300,264     (0.06%)            0    (0.00%)
agreements to
purchase/sell
Total               26,300,777     (5.19%)      396,489    (0.08%)



(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      450                  15.5074
Purchase      23,795               15.4932
Purchase      1,120                15.5116
Purchase      146,699              15.5132
Sale          92                   15.5020
Sale          325                  15.5020
Sale          500                  15.5020
Sale          250                  15.5020
Sale          300                  15.5023
Sale          260                  15.5020
Sale          3,662                15.4865
Sale          450                  15.5022
Sale          240                  15.5000
Sale          275                  15.5124
Sale          335                  15.5024
Sale          300                  15.5020
Sale          2,215                15.5000
Sale          290                  15.5020
Sale          397                  15.4950
Sale          300                  15.5020
Sale          1,120                15.5084


The following transaction, which was reported on 16 March 2006, has been
cancelled.

Purchase/sale Number of Securities Price per unit
                                   (GBP)
Sale          250                  15.4922




(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          1,120                 15.5084
CFD        Short         146,699               15.5132
CFD        Short         1,120                 15.5116



(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                         17 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