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               17 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         26,201,165    (5.17%)        71,995   (0.01%)
securities
(2) Derivatives             611    (0.00%)        60,494   (0.01%)
(other than
options)
(3) Options and         100,000    (0.02%)       200,264   (0.04%)
agreements to
purchase/sell
Total                26,301,776    (5.19%)       332,753   (0.07%)



(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      177                  15.4900
Purchase      1,250                15.5050
Purchase      1,169                15.4900
Purchase      696                  15.4900
Purchase      3,880                15.4900
Purchase      1,927                15.4900
Purchase      1,316                15.4900
Purchase      319                  15.4900
Purchase      421                  15.5000
Purchase      708                  15.4900
Purchase      10,000               15.5000
Purchase      20,000               15.5100
Purchase      1,288                15.5034
Purchase      264,000              12.0000
Sale          300                  15.5123
Sale          370                  15.4940
Sale          540                  15.5011
Sale          150                  15.5020
Sale          1,000                15.5014
Sale          150                  15.5023
Sale          285                  15.4920
Sale          100                  15.5121
Sale          390                  15.5120
Sale          150                  15.5121
Sale          530                  15.5011
Sale          250                  15.5020
Sale          350                  15.5020
Sale          400                  15.5020
Sale          100                  15.5020
Sale          125                  15.5020
Sale          140                  15.5020
Sale          125                  15.5020
Sale          100                  15.5020
Sale          210                  15.5020
Sale          375                  15.5020
Sale          1,250                15.5050
Sale          354                  15.4900
Sale          9,000                15.4900
Sale          76,338               15.4900
Sale          12,806               15.5200





 (b)  Derivatives transactions
 (other than options)

 Product     Long/Short    Number of Securities Price Per
 name,       (Note 6)      (Note 7)             Unit (GBP)
 e.g. CFD




 (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 (Note 5)
                varying etc.      relates (Note 7)

 (ii) Exercising

 Product name, e.g.   Number of          Exercise price per
 call option          securities         unit (Note 5)

 Call option          Short 200,000      16.0000




 (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 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