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As filed with the Securities and
Exchange Commission on May 19, 2003

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SECURITIES AND EXCHANGE
COMMISSION
Washington D.C. 20549



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FORM 20-F/A



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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2002
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)



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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None



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SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

Ordinary Shares of 25p each



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SECURITIES FOR WHICH THERE IS A REPORTING OBLIGATION
PURSUANT TO SECTION 15(d) OF THE ACT:
None



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| |  | 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)        497,258,493            (25p units)



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| |  | 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



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|                                      |  |  |  |  |  |  |  | 
|------------------------------------- |  |  |  |  |  |  |  | 
|SIGNATURES                           
|CERTIFICATIONS                       
|EXHIBIT INDEX                        
|Company's Responses                  
|Consent of PricewaterhouseCoopers LLP



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EXPLANATORY NOTE

Item 18 of this Form 20-F/A for the fiscal year ended September 30, 2002 has
been revised to include a revised Report by the Independent Auditors with
respect to the financial statements of The BOC Group plc (the ''Registrant).
The audit report is being re-filed in connection with the advice that
was provided by the Securities and Exchange Commission after the
initial filing of the Form 20-F concerning wording included in the
audit report regarding the responsibility of the auditors to third
parties. This Form 20-F/A consists of a cover page, this explanatory note, the
information required by Item 18 of Form 20-F (Financial Statements), a
signature page, and the principal executive officer and principal financial
officer certifications required to be included herein. In addition, this Form
20 F/A includes the consent of the Registrants Independent Auditors to the
incorporation by reference into the Registrants Form S-8 of the revised Report
by the Independent Auditors. In accordance with Rule 12b-15 promulgated
pursuant to the Securities Exchange Act of 1934, the complete text of Item 18,
as amended, is included or incorporated by reference herein. However, with
respect to the financial statements, other than the revised Report by the
Independent Auditors with respect to the financial statements of the
Registrant, no changes have been made.

This Form 20-F/A does not reflect events occurring after the filing of the
original Form 20-F, and does not modify or update the disclosures therein in
any way other than as required to reflect the amendments described above and
set forth below.





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|ITEM 17. |  | FINANCIAL STATEMENTSNot applicable.
|-------- |  | -----------------------------------



|ITEM 18. |  | FINANCIAL STATEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        
|         |  | The information set forth under the headings Group profit and loss account on page 66, Group balance sheet on page 67, Group
cash flow statement on page 68, Total recognized gains and losses on page 69, Movement
of shareholders funds on page 69, Balance sheet of The BOC Group plc on page 70,
Accounting policies on pages 71 to 73 and Notes to the financial statements on pages
74 to 111 of the 2002 Report and Accounts contained in the Companys Report on Form 6-K
dated December 12, 2002 is incorporated herein by reference. The
Report of Independent Auditors has been revised subsequent to December 12, 2002 and accordingly appears in Item 18 of this
Form 20-F/A.

Report by the independent auditors

To the members of The BOC Group plc

We have audited the accompanying consolidated balance sheets of The BOC Group plc and its
subsidiaries as of September 30, 2002 and 2001, and the related
consolidated profit and loss
account, cash flow statement, total recognised gains and losses and movement in
shareholders funds for each of the three years in the period ended September
30, 2002. These financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of The BOC Group plc
and its subsidiaries at September 30, 2002 and 2001, and the results of their
operations and their cash flows for each of the three years in the period ended
September 30, 2002 in conformity with accounting principles generally accepted
in the United Kingdom.

Accounting principles generally generally accepted in the United Kingdom vary
in certain significant respects from accounting principles generally accepted
in the United States of America. The application of the latter would have
affected the determination of consolidated net income for each of the three
years in the period ended September 30, 2002 and the determination of
consolidated shareholders equity at September 30, 2002 and 2001 to the extent
summarised in Note 16 to the consolidated financial statements.

As shown in Note 17 to the financial statements, the Group adopted two new
accounting standards, for retirement benefits and deferred tax, in 2002. The
change has been accounted for by restating comparative information at 30
September 2001 and for the years ended September 30, 2001 and 2000.

PricewaterhouseCoopers
London, England

22 November 2002



|ITEM 19. |  | EXHIBITS
|-------- |  | --------
|        
|         |  | 1.1     
|        
|         |  | 4.1     
|        
|         |  | 8.1     
|        
|         |  | 10.1    
|        
|         |  | 10.2    
|        
|         |  | 12.1    



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| |  | *  | Previously filed as an exhibit to
the Annual Report on Form 20-F for the fiscal year ended
September 30, 2002 and incorporated herein by reference.
| |  | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------
| |  | ** | Incorporated by reference to our registration
statement on Form S-8 (No. 333-01824) filed with the
Commission on December 22, 1997.                





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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant certifies that it meets all of the requirements for filing on Form
20-F/A and has duly caused this annual report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Date: May 19, 2003

| |  |  |                   |                                                  
| |  |  | ----------------- | -------------------------------------------------
| |  |  | The BOC Group plc
| |  |  |                   |                                                  
| |  |  | By:               | /s/ Anthony Eric Isaac                           
| |  |  |                   |                                                  
| |  |  |                   | Name: Anthony Eric Isaac
Title:   Chief Executive





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CERTIFICATIONS

I, Anthony Eric Isaac, certify that:

1.     I have
reviewed this annual report on Form 20-F/A of The BOC Group plc;

2.     Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the Evaluation Date); and

c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.     The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

6.     The registrants other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: May 19, 2003

| |  |  |     |                                               
| |  |  | --- | ----------------------------------------------
| |  |  | By: | /s/ Anthony Eric Isaac                        
| |  |  |     |                                               
| |  |  |     | Anthony Eric Isaac
Principal Executive Officer





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I, René Médori, certify that:

1.     I have
reviewed this annual report on Form 20-F/A of The BOC Group plc;

2.     Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the Evaluation Date); and

c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.     The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

6.     The registrants other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: May 19, 2003

| |  |  |     |                                        
| |  |  | --- | ---------------------------------------
| |  |  | By: | /s/ René Médori                        
| |  |  |     |                                        
| |  |  |     | René Médori
Principal Financial Officer





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EXHIBIT INDEX

| | 1.1  | Memorandum and Articles of
Association, as amended*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 4.1  | The BOC Group Executive Share
Option Scheme, as amended**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | 8.1  | List of subsidiaries*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | 10.1 | The Companys responses to
the requirements of Item 18 of Form 20-F have been
incorporated by reference to the Companys Report on Form 6-K dated December
12, 2002, which contains The BOC Group plc 2002 Report and Accounts. 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, except that the Report of Independent Auditors has
been revised subsequent to December 12, 2002 and accordingly the
Report of Independent Auditors contained in the Report on
Form 6-K dated December 12, 2002 is not incorporated into
this report by reference and is not included in this Exhibit 10.1
|
| | 10.2 | Certification 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*                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | 12.1 | Consent of PricewaterhouseCoopers
LLP                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          



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|*  |  | Previously Filed as an exhibit to
the Annual Report on Form 20-F for the fiscal year ended
September 30, 2002 and incorporated herein by reference.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------
|** |  | Incorporated by reference to our registration statement on Form S-8 (No.
333-01824) filed with the Commission on December 22, 1997.