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               28 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              25,799,365     (5.09%)      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                     25,899,556     (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      389                  15.4700
Purchase      3,087                15.4600
Sale          550                  15.4517
Sale          300                  15.4620
Sale          400                  15.4520
Sale          451                  15.4800
Sale          475                  15.4520
Sale          425                  15.4520
Sale          700                  15.4521
Sale          525                  15.4511
Sale          160                  15.4620
Sale          350                  15.4620
Sale          290                  15.4620
Sale          275                  15.4620
Sale          550                  15.4611
Sale          210                  15.4520
Sale          450                  15.4620
Sale          475                  15.4620
Sale          450                  15.4620
Sale          385                  15.4620
Sale          2,492                15.4500
Sale          1,692                15.4500
Sale          7,000                15.4505
Sale          842                  15.4542
Sale          571                  15.4542
Sale          1,342                15.4650


(b)  Derivatives transactions (other than options)

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


(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                         29 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