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               30 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              25,975,569     (5.13%)      71,823    (0.01%)
securities
(2) Derivatives                  191     (0.00%)      71,694    (0.01%)
(other than
options)
(3) Options and              100,000     (0.02%)           0    (0.00%)
agreements to
purchase/sell

Total                     26,075,760     (5.15%)     143,517    (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      1,665                15.4526
Purchase      602                  15.4600
Purchase      1,200                15.4616
Sale          65                   15.4521
Sale          200                  15.4521
Sale          300                  15.4408
Sale          190                  15.4521
Sale          395                  15.4521
Sale          350                  15.4520
Sale          105                  15.4521
Sale          400                  15.4521
Sale          367                  15.4521
Sale          550                  15.4521
Sale          250                  15.4420
Sale          250                  15.4521
Sale          100                  15.4521
Sale          300                  15.4521
Sale          400                  15.4520
Sale          193                  15.4521
Sale          840                  15.4521
Sale          80                   15.4521
Sale          500                  15.4408
Sale          195                  15.4520
Sale          280                  15.4521
Sale          150                  15.4521
Sale          742                  15.4521
Sale          3,664                15.4400
Sale          2,487                15.4400
Sale          850                  15.4404


(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        Short         1,200                 15.4616
CFD        Short         3,000                 15.4605


(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                         31 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