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               27 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         25,817,249    (5.10%)        71,575   (0.01%)
securities
(2) Derivatives             191    (0.00%)        67,494   (0.01%)
(other than
options)
(3) Options and         100,000    (0.02%)             0   (0.00%)
agreements to
purchase/sell
Total                25,917,440    (5.11%)       139,069   (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      1,564                15.4700
Purchase      1,000                15.4639
Sale          5,500                15.4500
Sale          51,225               15.4550
Sale          121,284              15.4500
Sale          874                  15.4622
Sale          110                  15.4540
Sale          400                  15.4521
Sale          135                  15.4620
Sale          300                  15.4520
Sale          500                  15.4520
Sale          340                  15.4620
Sale          820                  15.4511
Sale          300                  15.4520
Sale          300                  15.4520
Sale          225                  15.4420
Sale          1,500                15.4619
Sale          330                  15.4620
Sale          300                  15.4520
Sale          300                  15.4520
Sale          500                  15.4420
Sale          450                  15.4620
Sale          600                  15.4528
Sale          700                  15.4512
Sale          450                  15.4420
Sale          500                  15.4620



(b)  Derivatives transactions (other than options)

Product    Long/Short    Number of    Price Per
name,      (Note 6)      Securities   Unit (GBP)
e.g. CFD                 (Note 7)
CFD        Short         1,000        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   (GBP)     European etc.            per unit
                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                         28 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