##### Table of Contents



As filed with the Securities and Exchange Commission on December 10, 2003

---

---

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549


FORM 20-F

Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended September 30, 2003
Commission file number 0-10906

THE BOC GROUP plc

(Exact Name of Registrant as Specified in its Charter)


England and Wales
(Jurisdiction of Incorporation or Organization)

Chertsey Road, Windlesham
Surrey, GU20 6HJ
England
(Address of Principal Executive Offices)



---

Securities registered pursuant to Section 12(b) of the Act:
None



---

Securities registered pursuant to Section 12(g) of the Act:

Ordinary Shares of 25p each
(Title of Class)



---

Securities for which there is a
reporting obligation pursuant to Section 15(d) of the Act:
None



---

Indicate the number of outstanding shares of each of the issuers classes of
capital or common stock as of the close of the period covered by the annual
report.

Ordinary Shares (fully paid)
    
    
    497,713,256
    
    
    
    (25p units)




---

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes  [X]
    
    No  [   ]


Indicate by check mark which financial statement item the registrant has
elected to follow.

Item 17  [   ]
    
    Item 18  [X]




---

---





---

TABLE OF CONTENTS



|             |                                                                                      |  |  |  |  |  |  | 
|------------ | ------------------------------------------------------------------------------------ |  |  |  |  |  |  | 
|             | ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS                       
|             | ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE                                     
|             | ITEM 3. KEY INFORMATION                                                             
|             | ITEM 4. INFORMATION ON THE COMPANY                                                  
|             | ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                
|             | ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                  
|             | ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                           
|             | ITEM 8. FINANCIAL INFORMATION                                                       
|             | ITEM 9. THE OFFER AND LISTING                                                       
|             | ITEM 10. ADDITIONAL INFORMATION                                                     
|             | ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                 
|             | ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                     
|             | ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                            
|             | ITEM 14. MATERIAL MODIFICATION TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
|             | ITEM 15. CONTROLS AND PROCEDURES                                                    
|             | ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT                                          
|             | ITEM 16B. CODE OF ETHICS                                                            
|             | ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES                                    
|             | ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES                
|             | ITEM 17. FINANCIAL STATEMENTS                                                       
|             | ITEM 18. FINANCIAL STATEMENTS                                                       
|             | ITEM 19. EXHIBITS                                                                   
|SIGNATURES  
|EXHIBIT 4.1 
|EXHIBIT 6   
|EXHIBIT 8.1 
|EXHIBIT 12.1
|EXHIBIT 12.2
|EXHIBIT 13  
|EXHIBIT 14.1
|EXHIBIT 14.2



---



##### Table of Contents



























ITEM 1.
    
    IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERSNot applicable.ITEM 2.
    
    OFFER STATISTICS AND EXPECTED TIMETABLENot applicable.ITEM 3.
    
    KEY INFORMATIONThe information set forth under the headings Group five year
record on pages 12 to 13, Risk factors on pages 29 to 30 and
Financial review on pages 47 to 48 and page 52 of the Report and
accounts 2003 contained in the Companys Report on Form 6-K dated
December 10, 2003 is incorporated herein by reference.ITEM 4.
    
    INFORMATION ON THE COMPANYThe information set forth on page 1, under the headings Group
profile on pages 14 to 22, Safety, health and the environment
on pages 25 to 27, Research, development and information
technology on page 28, Operating review on pages 31 to 45,
Notes to the financial statementsNote 12 on pages 97 to 98,
Group undertakings on pages 122 to 123 and on the outside back
cover of the Report and accounts 2003 contained in the Companys
Report on Form 6-K dated December 10, 2003 is incorporated herein
by reference.ITEM 5.
    
    OPERATING AND FINANCIAL REVIEW AND PROSPECTSThe information set forth on page 1, under the headings Research,
development and information technology on page 28, Operating
review on pages 31 to 45, Financial review on pages 46 to 52,
Notes to the financial statementsNote 3 on page 84, Notes 18
to 21 on pages 102 to 108 and Notes 25 and 26 on pages 110 to
111 of the Report and accounts 2003 contained in the Companys
Report on Form 6-K dated December 10, 2003 is incorporated herein
by reference.ITEM 6.
    
    DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEESThe information set forth under the headings Board of directors
on pages 8 to 9, Executive management board on pages 10 to 11,
Employees on pages 23 to 24, Corporate governance on pages 53
to 59, Report on remuneration on pages 60 to 69, Responsibility
of the directors on page 70 and Notes to the financial
statementsNote 6 on page 87 of the Report and accounts 2003
contained in the Companys Report on Form 6-K dated December 10,
2003 is incorporated herein by reference.ITEM 7.
    
    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONSThe information set forth under the headings Notes to the
financial statementsNote 13(a)(i) on page 99, Note 26(a) on
page 111, Note 29 on page 116 and Shareholder
information-Analysis of shareholdings on page 125 of the Report
and accounts 2003 contained in the Companys Report on Form 6-K
dated December 10, 2003 is incorporated herein by reference.ITEM 8.
    
    FINANCIAL INFORMATIONThe information set forth under the headings Financial review on
page 46, Legal proceedings on pages 49 to 50, US GAAP on page
51, Report by the independent auditors on page 71, Group profit
and loss account on page 72, Group balance sheet on page 73,
Group cash flow statement on page 74, Total recognised gains
and losses on page 75, Movement of shareholders funds on page
75, Balance sheet of The BOC Group plc on page 76, Accounting






---



##### Table of Contents





















policies on pages 77 to 78 and Notes to the financial statements on pages 79
to 121 and Shareholder information-Dividends on page 124 of the Report and
accounts 2003 contained in the Companys Report on Form 6-K dated December 10,
2003 is incorporated herein by reference.ITEM 9.
    
    THE OFFER AND LISTINGThe information set forth under the heading
Shareholder information-Nature of the trading
market on pages 124 to 125 of the Report and
accounts 2003 contained in the Companys Report on
Form 6-K dated December 10, 2003 is incorporated
herein by reference.ITEM 10.
    
    ADDITIONAL INFORMATIONThe information set forth in Item 10 (with the exception of the
last paragraph) of the Companys Report on Form 20-F dated December
12, 2002 (Commission file number 0-10906) and filed with the
Commission on December 12, 2002, is incorporated herein by
reference.In addition, the information set forth under the headings Group
undertakings on pages 122 to 123 and Shareholder information on
pages 126 to 127 of the Report and accounts 2003 contained in the
Companys Report on Form 6-K dated December 10, 2003 is
incorporated herein by reference.ITEM 11.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKThe information set forth under the headings Financial review on pages 46 to 52, Accounting
policies-Financial instruments on page 78, and Notes to the financial statementsNote 21 on
pages 104 to 108 of the Report and accounts 2003 contained in the Companys Report on Form 6-K
dated December 10, 2003 is incorporated herein by reference.ITEM 12.
    
    DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIESNot applicable.ITEM 13.
    
    DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIESNot applicable.ITEM 14.
    
    MATERIAL MODIFICATION TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDSNot applicable.






---



##### Table of Contents



























ITEM 15.
    
    CONTROLS AND PROCEDURESThe information set forth under the headings Internal controls in BOC on pages 56 to 57 and
Disclosure controls and procedures on page 57 of the Report and accounts 2003 contained in the
Companys Report on Form 6-K dated December 10, 2003 is incorporated herein by reference.ITEM 16A.
    
    AUDIT COMMITTEE FINANCIAL EXPERTThe information set forth under the heading Audit committee on page 54 of the Report and
accounts 2003 contained in the Companys Report on Form 6-K dated December 10, 2003 is
incorporated herein by reference.ITEM 16B.
    
    CODE OF ETHICSThe information set forth under the heading Corporate social investment on pages 57 to 58 of
the Report and accounts 2003 contained in the Companys Report on Form 6-K dated December 10,
2003 is incorporated herein by reference.ITEM 16C.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICESThe information set forth under the headings Accountability and audit on page 55 and Notes to
the financial statements  Note 2(c) on page 83 of the Report and accounts 2003 contained in
the Companys Report on Form 6-K dated December 10, 2003 is incorporated herein by reference.ITEM 16D.
    
    EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEESNot applicable.ITEM 17.
    
    FINANCIAL STATEMENTSNot applicable.ITEM 18.
    
    FINANCIAL STATEMENTSThe information set forth under the headings Report by independent auditors on page 71, Group
profit and loss account on page 72, Group balance sheet on page 73, Group cash flow
statement on page 74, Total recognised gains and losses on page 75, Movement of
shareholders funds on page 75, Balance sheet of The BOC Group plc on page 76, Accounting
policies on pages 77 to 78, Notes to the financial statements on pages 79 to 121 and
Shareholder information on page 124 of the Report and accounts 2003 contained in the Companys
Report on Form 6-K dated December 10, 2003 is incorporated herein by reference.ITEM 19.
    
    EXHIBITSThe following exhibits are filed as part of this annual report:


1
    
    Memorandum and Articles of Association, as amended*4.1
    
    List of directors service contracts/letters of appointment4.2
    
    The BOC Group Executive Share Option Scheme, as amended**6
    
    For information regarding the calculation of
earnings per share information, see Notes to the financial
statementNote 10, contained on page 95 of the Report and
accounts 2003, filed as Exhibit 14.2






---



##### Table of Contents



8.1
    
    List of subsidiaries.12.1
    
    Certification of Anthony Eric Isaac, Chief
Executive of The BOC Group plc, pursuant to Sections 13(a) and
15(d) of the Securities Exchange Act of 1934, as amended, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.12.2
    
    Certification of René Médori, Group Finance
Director of The BOC Group plc, pursuant to Sections 13(a) and
15(d) of the Securities Exchange Act of 1934, as amended, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.13
    
    Certifications of Anthony Eric Isaac, Chief
Executive of The BOC Group plc and René Médori, Group Finance
Director of The BOC Group plc, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.14.1
    
    Consent of PricewaterhouseCoopers LLP,
independent auditors of The BOC Group plc14.2
    
    The Companys responses to the requirements of
Form 20-F have been incorporated by reference to the Companys
Report on Form 6-K dated December 10, 2003 which contains The
BOC Group plc Report and accounts 2003. Pursuant to Rule
12b-23(a) of the Commission, the information incorporated into
this report by reference to such Report on Form 6-K is
attached as an exhibit hereto.




*
    
    Incorporated by reference to our annual report on
Form 20-F (No. O-10906) for the year ended September 30, 2002
filed with the Commission on December 12, 2002.**
    
    Incorporated by reference to our registration
statement on Form S-8 (No. 333-81221) filed with the
Commission on December 22, 1997.






---



##### Table of Contents






SIGNATURES

The registrant hereby certifies that it meets all of the requirements for
filing on Form 20-F and that it has duly caused and authorized the undersigned
to sign this annual report on its behalf.

Date: December 10, 2003

The BOC Group plcBy:
    /s/ Anthony Eric IsaacName:   Anthony Eric Isaac
Title:     Chief Executive






---



##### Table of Contents



EXHIBIT INDEX

1
    
    Memorandum and Articles of Association, as amended*4.1
    
    List of directors service contracts and letters of appointment4.2
    
    The BOC Group Executive Share Option Scheme, as amended**6
    
    For information regarding the calculation of earnings per share information,
see Notes to the Financial statements  Note 10, contained on page 95 of the
Report and accounts 2003, filed as Exhibit 14.2.8.1
    
    List of subsidiaries.12.1
    
    Certification of Anthony Eric Isaac, Chief Executive of The BOC Group plc,
pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as
amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200212.2
    
    Certification of René Médori, Group Finance Director of The BOC Group plc,
pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as
amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200213
    
    Certifications of Anthony Eric Isaac, Chief Executive of The BOC Group plc
and René Médori, Group Finance Director of The BOC Group plc, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 200214.1
    
    Consent of PricewaterhouseCoopers LLP, independent auditors of The BOC
Group plc.14.2
    
    The Companys responses to the requirements of Form 20-F have been
incorporated by reference to the Companys Report on Form 6-K dated December
10, 2003 which contains The BOC Group plc Report and accounts 2003. Pursuant
to Rule 12b-23(a) of the Commission, the information incorporated into this
report by reference to such Report on Form 6-K is attached as an exhibit
hereto.




---

|*  |  | Incorporated by reference to our annual report on Form 20-F (No.
O-10906) for the year ended September 30, 2002 filed with the
Commission on December 12, 2002.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|** |  | Incorporated by reference to our registration statement on Form S-8
(No. 333-81221) filed with the Commission on December 22, 1997.