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               23 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          26,010,597   (5.13%)        71,575   (0.01%)
securities
(2) Derivatives              191   (0.00%)        66,494   (0.01%)
(other than
options)
(3) Options and          100,000   (0.02%)             0   (0.00%)
agreements to
purchase/sell
Total                 26,110,788   (5.15%)       138,069   (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      2,539                15.4500
Purchase      6,000                15.4639
Purchase      2,774                15.4715
Purchase      25,000               15.4700
Purchase      50,000               15.4655
Sale          385                  15.4520
Sale          200                  15.4521
Sale          700                  15.4523
Sale          325                  15.4620
Sale          700                  15.4611
Sale          135                  15.4623
Sale          300                  15.4520
Sale          150                  15.4723
Sale          450                  15.4620
Sale          900                  15.4620
Sale          340                  15.4520
Sale          370                  15.4524
Sale          130                  15.4623
Sale          170                  15.4620
Sale          280                  15.4520
Sale          425                  15.4520
Sale          675                  15.4523
Sale          200                  15.4520
Sale          320                  15.4520
Sale          200                  15.4520
Sale          648                  15.4700
Sale          176,118              15.4511
Sale          32,834               15.4571
Sale          3,939                15.4600
Sale          2,774                15.4585



(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          2,774                 15.4585
CFD        Short         2,774                 15.4715
CFD        Short         6,000                 15.4639


(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
                varying etc.      relates (Note 7)                                      5)


(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                         24 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