##### Table of Contents



As filed with the Securities and Exchange Commission on December 12, 2002

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SECURITIES AND EXCHANGE
COMMISSION
Washington D.C. 20549



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FORM 20-F



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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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TABLE OF CONTENTS



|                                    |  |  |  |  |  |  |  | 
|----------------------------------- |  |  |  |  |  |  |  | 
|SIGNATURES                         
|CERTIFICATIONS                     
|EXHIBIT INDEX                      
|Memorandum & Articles              
|List of Subsidiaries               
|BOC Group 2002 Reports and Accounts
|LETTER                             



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##### Table of Contents





|ITEM 1. |  | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       
|        |  | Not applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       
|ITEM 2. |  | OFFER STATISTICS AND EXPECTED TIMETABLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       
|        |  | Not applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       
|ITEM 3. |  | KEY INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       
|        |  | The information set forth under the headings Group five year
record on pages 12 to 13, Risk Factors on pages 29 to 30 and
Finance and treasury review on pages 45 to 46 and pages 49 to 50
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.                                                                                                                                                                                                                                                                                                       
|       
|ITEM 4. |  | INFORMATION ON THE COMPANY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       
|        |  | The information set forth on the inside front cover, under the
headings Financial highlights on pages 2 to 3, 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, Performance review on pages 31 to 43, Finance and
treasury review on pages 44 to 45, Notes to the financial
statementsNote 8 on pages 97 to 98, Group undertakings on
pages 112 to 113 and on the outside back cover 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.
|       
|ITEM 5. |  | OPERATING AND FINANCIAL REVIEW AND PROSPECTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       
|        |  | The information set forth under the headings Financial
highlights on pages 2 to 3, Research development and information
technology on page 28, Performance review on pages 31 to 43,
Finance and treasury review on pages 44 to 50, Notes to the
financial statementsNote 3 on pages 79 to 84, Notes 13 to 15
on pages 104 to 107 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.                                                                                                                                                        
|       
|ITEM 6. |  | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       
|        |  | The 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 51
to 55, Report on remuneration on pages 56 to 63, Responsibility
of the directors on page 64 and Notes to the financial
statementsNote 6 on page 88 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.                                                                                                                                         
|       
|ITEM 7. |  | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       
|        |  | The information set forth under the headings Notes to the
financial statementsNote 9(a)(iv) on page 99, Note 15(a) on
page 106 and Shareholder information on page 115 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.                                                                                                                                                                                                                                                                                                                         
|       
|ITEM 8. |  | FINANCIAL INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       
|        |  | The information set forth under the headings Legal proceedings
on page 47, Finance and treasury review on page 49,
Responsibility of the directors on page 64, Independent
auditors report on page 65, Group profit and loss account on
page 66, Group balance sheet on page 67,                                                                                                                                                                                                                                                                                                                                                      





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|         |  | 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 and Shareholder information
on page 114 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.
|-------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        
|ITEM 9.  |  | THE OFFER AND LISTING                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        
|         |  | The information set forth under the heading
Shareholder information on pages 114 to 115 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.                                                                                                                                                                                                                                         
|        
|ITEM 10. |  | ADDITIONAL INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                       

SUMMARY OF MEMORANDUM AND ARTICLES
OF ASSOCIATION OF THE BOC GROUP plc

General

The BOC Group plc (the Company) is registered under company number
22096. The Companys objects and purposes are located in Section 4 of its
memorandum of association, and include, among other things, the carrying on of
business as manufacturers, producers, converters, processors, refiners,
distillers, users, merchants, distributors, purchasers or dealers of or in any
natural or man-made substance, or of or in any products derived or made
therefrom.

Directors

Directors Interests

Subject to certain limited exceptions, a director may not vote on any
resolution in respect of any contract in which he has a material interest; the
shareholders of the Company may pass an ordinary resolution to suspend or relax
the provisions of the articles of association or to ratify any contract which
would otherwise be in breach of the Companys articles of association.

Directors Remuneration

The total fees payable to directors for attending normal board or
committee meetings may not exceed £500,000 per annum, or such amount as
determined by an ordinary resolution of the Company. Any director may receive
remuneration paid under employment contracts or be paid additional remuneration
for his services that go beyond attending normal board or committee meetings,
such remuneration to be determined by the directors. The directors may pay
pensions or other benefits to any past or present director, or any relation or
dependant of such a person.

Directors Borrowing Powers

The directors may exercise all of the Companys powers relating to
borrowing money, giving security and issuing securities. The directors shall,
however, limit the Companys borrowings (and those of its subsidiaries, so far
as the directors are able) to ensure that the total principal amount
outstanding on the groups borrowings shall not, without the sanction of an
ordinary resolution, exceed 2.5 times the aggregate of the Companys adjusted
capital and reserves; calculated and adjusted as set out in article 103 of the
Companys articles of association.

Directors Age-Limit Requirements

No one will be disqualified from being or becoming a director simply
because he has reached the age of 70. It is not necessary to give special
notice of a resolution appointing someone a director where he is 70 or more.
However, where a director is proposed for appointment or reappointment at any
general meeting, if the director will





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be 70 or more at the date of the meeting, the directors will state his age
in the notice calling the meeting, or in an accompanying document.

Directors Term of Office and Shareholding Requirements

In order to qualify for office, a director must hold 500 ordinary shares
(the shares) of the Company, and such shares may not be held jointly. At
every annual general meeting, one-third of the current directors must retire by
rotation (or if their number is not three or a multiple of three, the nearest
to and less than one-third thereof), provided all directors must retire as
directors at least every three years, in the following order: (i) any director
who is 70 or over at the date of the meeting; then, if more must retire, (ii)
any director who wishes to retire at the meeting and who does not want to be
re-elected; then, if more must retire, (iii) those directors who have been
directors longest since they were last elected. Where there are any directors
who were last elected on the same date, they can agree on who is to retire.
Where they do not agree, they must draw lots to decide. In addition, any
director appointed by the board to fill a vacancy or as an additional director
must retire. A retiring director is eligible for re-appointment.

Share Rights

Share Issuances

The Company may issue shares with any rights and restrictions, which must
be approved by an ordinary resolution of the shareholders or by the directors.
The Companys shares have a nominal value of 25p each.

Redemption

The Company may issue shares which are redeemable, either automatically or
at the Companys or the Shareholders election.

Dividends

The directors may recommend the amount of any final dividend. The
shareholders may then pass an ordinary resolution to declare the dividend, but
the amount declared must not be higher than the amount recommended by the
directors. The directors may pay interim dividends and fixed rate dividends
when they consider that the financial position of the Company justifies the
payment. Where shareholders with shares giving them preferential rights suffer
because an interim dividend has been paid on other shares, then as long as the
directors act in good faith, they will not be liable for the loss.
Shareholders have the right to elect to receive new shares, credited as fully
paid, in whole or in part, in lieu of any dividend paid or declared by the
Company.

The directors may deduct from any dividend, or other moneys payable in
respect of any shares, any sums of money presently payable by the shareholder
on account of calls or otherwise in relation to the shares. Any dividend
unclaimed for a period of twelve years from the date on which it was declared
or became due for payment shall be forfeited and reverts to the Company.

Calls on Shares

The directors may at any time make calls on shareholders to pay any money
which has not yet been paid to the Company for their shares.

Variation of Rights

The rights attached to each class of shares may only be varied if the
holders of three-quarters in nominal value of the issued shares of that class
approve in writing such variation, or with the sanction of an extraordinary
resolution passed at a separate meeting of the holders of that class.





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Voting

On a show of hands, every holder of shares who is present in person at a
general meeting shall have one vote. On a poll, every holder who is present in
person or by proxy shall have one vote for every 25p in nominal value of the
shares he holds.

Voting will be by a show of hands unless a poll is demanded when or before
the chairman declares the result of the show of hands.

Annual and Extraordinary General Meetings

An annual general meeting and any other meeting for the passing of a
special resolution may be called by at least twenty-one clear days notice.
All other general meetings may be convened by fourteen days clear notice. All
notices given must specify the place, day and time of the meeting and the
general nature of the business for the meeting.

There must not be a period of more than 15 months between one annual
general meeting and the next. Five members present by person or by proxy and
entitled to vote at the meeting shall be a quorum.

Ownership Rights

There are no restrictions on ownership of the Companys shares, but the
directors may refuse to register a transfer of any shares which are not fully
paid, or if the shares are to be held jointly by more than four persons.

Liquidation Rights

If the Company goes into liquidation, its assets may be distributed among
the shareholders or transferred to and managed by trustees. The liquidator
must act with the approval of a special resolution of the shareholders. Where
any assets are to be distributed among the shareholders, the liquidator will
determine the values of the assets to be distributed and decide how they will
be divided between the shareholders. Where any assets are transferred to
trustees, the liquidator may decide on the nature of the trust. On a
liquidation, no shareholder will be obliged to accept any shares or other
assets where there is any liability associated with them.

Disclosure Requirements

The Companies Act 1985 applies in relation to the disclosure of share
ownership in the Company. A person with a material interest of 3% or more in
aggregate of shares of the Company is required to notify the Company of his
shareholding. After the 3% threshold is exceeded, the Company must be notified
of increases or decreases of 1% or more. A person holding an interest, whether
material or otherwise, in 10% or more of the Companys shares is also required
to notify the Company of such holding. The requirements of the City Code of
Takeovers and Mergers will apply to any shareholder seeking to increase his
shareholding in the Company.

The Company may under the Companies Act send out notices to those it knows
or thinks have an interest in its shares. In the notice, the Company will ask
for details of those who do have an interest and the extent of their interest
in a particular holding of shares (the statutory notice).

When a person receives a statutory notice, he has 14 days to comply with
it. If he does not do so, the Company may decide to restrict the rights
relating to such persons shares and give a further notice, known as a
restriction notice. The restriction notice will take effect when it is
delivered. The restriction notice will state that the shares no longer give
the shareholder any right to attend or vote at any meeting or appoint a proxy
for meetings.





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Where the shares make up 0.25 per cent. or more (in nominal value or in
number) of the Companys shares, or any class of shares, the restriction notice
may also contain the following further restrictions:



| | (i)  | the directors may withhold any dividends (including scrip
dividends) in respect of the identified shares; and                                                                                                                                                                                                                                                                                                                                                                                                     
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (ii) | the directors may refuse to register a transfer of any of the
shares unless the directors are satisfied that they have been sold
outright to an independent third party. The independent third party
must not be connected with the registered shareholder or with anyone
else whom the Company believes is interested in the shares. Any
sale through a stock exchange on which the Companys shares are
listed or by way of accepting a take-over offer will be treated as a
sale to an independent third party.

Once a restriction notice has been given, the directors are free to cancel
or suspend its effect at any time they think fit. In addition, they must
cancel the restriction notice within 7 days of being satisfied that all
information requested in the statutory notice has been given. Also, where any
of the identified shares are sold and the directors are satisfied that they
were sold outright to an independent third party, the transferred shares will
no longer be affected by the restriction notice.

When a restriction notice is cancelled or stops being effective, the
Company will pay any money which it had withheld to the person who would have
received the money originally.

In addition, the information set forth under the heading Group
undertakings on pages 112 to 113, Shareholder information on pages 116 to
118 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.



|ITEM 11. |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                                                                                                                                                                                                                
|-------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        
|         |  | The information set forth under the headings Finance and treasury review on pages 45 to
50, and Notes to the financial statementsNotes 3 on pages 79 to 84 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.
|        
|ITEM 12. |  | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES                                                                                                                                                                                                                                                    
|        
|         |  | Not applicable.                                                                                                                                                                                                                                                                                           
|        
|ITEM 13. |  | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES                                                                                                                                                                                                                                                           
|        
|         |  | Not applicable.                                                                                                                                                                                                                                                                                           
|        
|ITEM 14. |  | MATERIAL MODIFICATION TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS                                                                                                                                                                                                                               
|        
|         |  | Not applicable.                                                                                                                                                                                                                                                                                           
|        
|ITEM 15. |  | DISCLOSURE CONTROLS AND PROCEDURES                                                                                                                                                                                                                                                                        
|        
|         |  | The information set forth under the heading Disclosure Controls and Procedures on page
53 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.                                                                    
|        
|ITEM 16. |  | RESERVED                                                                                                                                                                                                                                                                                                  





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|ITEM 17. |  | FINANCIAL STATEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        
|         |  | The information set forth under the headings Report by the independent auditors on page
65, 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.
|        
|ITEM 18. |  | EXHIBITS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        
|         |  | 1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        
|         |  | 4.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        
|         |  | 8.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        
|         |  | 10.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        
|         |  | 10.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            



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| |  | * | Incorporated by reference to our registration
statement on Form S-8 (No. 333-81221) 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 and has duly caused this annual report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Date: December 12, 2002

| |  |  |                   |                                                  
| |  |  | ----------------- | -------------------------------------------------
| |  |  | 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 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: December 12, 2002

| |  |  |     |                                               
| |  |  | --- | ----------------------------------------------
| |  |  | 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 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: December 12, 2002

| |  |  |     |                                        
| |  |  | --- | ---------------------------------------
| |  |  | 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 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
|
| | 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                                                                                                                                         



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|* |  | Incorporated by reference to our registration statement on Form S-8 (No.
333-81221) filed with the Commission on December 22, 1997.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------