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               22 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        26,147,952     (5.16%)       71,575    (0.01%)
securities
(2) Derivatives            191     (0.00%)       60,494    (0.01%)
(other than
options)
(3) Options and        100,000     (0.02%)            0    (0.00%)
agreements to
purchase/sell
Total               26,248,143     (5.18%)      132,069    (0.03%)


(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      3,388                15.4650
Purchase      2,074                15.4650
Purchase      1,598                15.4650
Purchase      3,192                15.4902
Purchase      25,000               15.4900
Purchase      40,000               15.4955
Sale          260                  15.4722
Sale          600                  15.4514
Sale          200                  15.4621
Sale          335                  15.4520
Sale          130                  15.4520
Sale          450                  15.4620
Sale          1,050                15.4511
Sale          780                  15.4511
Sale          200                  15.4620
Sale          200                  15.4740
Sale          255                  15.4521
Sale          500                  15.4824
Sale          370                  15.4723
Sale          100                  15.4824
Sale          195                  15.4520
Sale          465                  15.4720
Sale          1,048                15.4500
Sale          2,772                15.4885
Sale          25,000               15.5000



(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          2,772                 15.4885
CFD        Short         3,192                 15.4902


(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                         23 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