SecProbe.io

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                             SHEARMAN & STERLING LLP
FAX: (44 20) 7655-5500
                                 BROADGATE WEST                        ABU DHABI
EMAIL                            9 APPOLD STREET                         BEIJING
                            LONDON EC2A 2AP, ENGLAND                    BRUSSELS
                                (44-20) 7655-5000                     DUSSELDORF
                                                                       FRANKFURT
                                                                       HONG KONG
WRITER'S DIRECT NUMBER:                                                   LONDON
                                                                        MANNHEIM
+44 20 7655 5875                                                      MENLO PARK
                                  May 13, 2005                            MUNICH
                                                                        NEW YORK
                                                                           PARIS
                                                                   SAN FRANCISCO
                                                                       SINGAPORE
                                                                           TOKYO
VIA EDGAR                                                                TORONTO
---------                                                       WASHINGTON, D.C.

         Securities and Exchange Commission
         450 Fifth Street, N.W.
         Washington, D.C. 20549
                                The BOC Group plc
                         Commission File Number 0-10906
                   Response to SEC letter dated 11 April 2005
                   ------------------------------------------

         Ladies and Gentlemen:

         On behalf of The BOC Group plc, please find enclosed a copy of the
Company's response to a letter received from Mr John Cash, Accounting Branch
Chief, dated 11 April 2005 submitted electronically through EDGAR, under the
Securities Exchange Act of 1934, as amended.

          If the Staff wishes to discuss this matter at any time, please
telephone (collect) any of Sarah Larkins, Assistant Company Secretary, The BOC
Group plc at +44 1276 807383, or Kyuli Oh, Shearman & Sterling LLP at +44 20
7655 5875.

                                                Very truly yours,

                                                /s/ Kyuli Oh

<PAGE>

                                  May 13, 2005

Via EDGAR Transmission
----------------------

Mr. John Cash
Accounting Branch Chief
Division of Corporate Finance
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington D.C. 20549
USA

RE:   The BOC Group plc
      Form 20-F for fiscal year ended September 30, 2004
      File No. 0-10906

Dear Mr. Cash,

We are writing in response to your letter of April 11, 2005, containing comments
with respect to the Form 20-F Report of The BOC Group plc for the fiscal year
ended September 30, 2004. The responses set forth below have been organized in
the same manner in which the Staff's comments were organized. For your
convenience, we have repeated your comments along with our reply. Capitalized
terms used in this letter without definition are used as defined in the Form
20-F for 2004.

Item 3.A. - Key Information - Selected Financial Data
-----------------------------------------------------

1.    We note the sections of your annual report that are incorporated by
      reference. While you have provided the information required under Item
      3.A.2. of Form 20-F under UK GAAP, you do not appear to have provided the
      US GAAP equivalent for any of these measures, except for net income and
      shareholders' funds in Note 30. As indicated in the minutes to the AICPA
      International Practices Task Force July 15, 2003 meeting, specifically
      Agenda Item 12, the SEC staff confirmed that if any amount required to be
      presented in selected financial data on a primary GAAP basis is different
      on a US GAAP basis, then the corresponding amount under US GAAP should
      also be shown. Please revise future filings accordingly.

      Your comments are noted and the information will be provided in future
      filings.

Item 5 - Operating and Financial Review and Prospects
-----------------------------------------------------

Item 5.A. - Operating Results
-----------------------------

2.    We note your operating review, beginning on page 34 of your Annual Report.
      In future filings, when you discuss the reasons for the changes in your
      results from year to year, please quantify the impact of each reason that
      you provide, if possible. For those

                                                                    Page 1 of 12
<PAGE>

Mr. John Cash
U.S. Securities and Exchange Commission
May 13, 2005
Page 2

      segments where you discuss the results by geographic region, please
      quantify the results contributed by each geographic region to provide your
      readers with insight into the relative importance of each region to your
      results.

      Your comments are noted. Beginning with the 2005 to 2004 comparison, the
      impact of significant reasons for changes in results will be quantified,
      where possible. In the business segment operating review, the company will
      also include the revenues provided by different geographic regions (either
      by amount or percentage) where that information is helpful to an
      understanding of the importance of a particular region to the company's
      results.

Item 5.B. - Liquidity and Capital Resources
-------------------------------------------

3.    Please revise future filings to provide an analysis of the sources and
      uses of your cash flows in accordance with Item 5.B.1(b) of Form 20-F.
      Also refer to Release 33-8350.

      Your comments are noted. The company will provide the requested
      information in future filings.

4.    We note that your tabular debt maturity profile does not include the
      interest commitments related to your debt. In future filings, include the
      interest commitments under your interest-bearing debt in this table, or
      provide textual discussion of this obligation in the footnotes to the
      table. If you provide a textual discussion, the discussion should quantify
      the interest payments using the same time frames stipulated in the table.
      Refer to footnote 46 to Release 33-8350.

      Your comments are noted. The company will provide the requested
      information in future filings.

Critical Accounting Policies - Retirement Benefits
--------------------------------------------------

5.    Notwithstanding your belief that it would be impracticable and potentially
      misleading to give any approximate impact on annual Group operating profit
      of a change in any one assumption in isolation, we believe that this
      information is necessary for a reader's understanding of this critical
      accounting policy. Please provide such information in future filings. We
      believe your discussion of the fact that there are a number of elements
      used in the assumptions, that they vary for the different countries in
      which the Group operates, and that there may be an inter-dependency
      between some assumptions is a helpful reminder to readers that they should
      not view the impact of a change in individual assumptions in isolation.

      Your comments are noted. The narrative in future filings will be expanded
      to provide sensitivity analysis that we believe is relevant to a reader's
      understanding of this critical accounting policy.

                                                                    Page 2 of 12
<PAGE>

Mr. John Cash
U.S. Securities and Exchange Commission
May 13, 2005
Page 3

Item 18 - Financial Statements for the Year Ended September 30, 2004
--------------------------------------------------------------------

Accounting Policies - Revenue Recognition
-----------------------------------------

6.    On page 18 of your Annual Report you indicate that tonnage customers are
      usually supplied on the basis of long-term contracts, typically containing
      a fixed facility charge together with a variable charge for product
      supplied in excess of a set minimum. Tell us supplementally and, to the
      extent revenue recognized from these customers is material, disclose in
      future filings your revenue recognition policy related to these long-term
      contracts. Tell us the US GAAP authoritative literature you relied on.

      The company has a number of tonnage customers who are supplied product
      under contracts that are long-term in nature (more than 12 months). These
      arrangements are for the supply of gas products and generally there are no
      other deliverables. The contracts typically contain a fixed and variable
      pricing structure. The fixed fee portion is payable periodically and is
      consideration for the facility usage as well as a specified volume of
      product. Based on the guidance in SAB 101, the company recognises the
      fixed facility usage portion of the payment over the contractual life of
      the arrangement, generally on a straight-line basis. The product portion
      of the fixed fee is recognised as revenue based on actual delivery of
      product at fair value. Any revenue related to the contractual minimum for
      which product has not been delivered is typically recognised at the end of
      the relevant period. The variable charge element of the long-term supply
      arrangement arises when product is delivered in excess of set contractual
      minimums and is typically recognised upon delivery at fair value of the
      volume of product supplied to the customer and when the risks and rewards
      of ownership have passed to the customer.

      Please note that the use of the term `long-term' signifies the period of
      the supply agreement between BOC and its customer, rather than the
      identification of these contracts as long-term construction contracts.

      In future filings the revenue recognition policy will be expanded to
      comment on the accounting for these long-term supply agreements.

      We relied on US GAAP literature SAB 101 (Revenue recognition).

7.    On page 18 of your Annual Report you indicate that product in liquid form
      are delivered into special storage vessels installed at customer premises
      and that the vessels are often owned by the company. Tell us
      supplementally and, to the extent revenue recognized from product
      delivered in liquid form is material, disclose in future filings your
      revenue recognition policy related to these products, including the rental
      of the storage tanks. For US GAAP purposes, refer to EITF 01-8 and EITF
      00-21. Tell us what accounting literature you were relying on before the
      effective dates of EITF 01-8 and 00-21.

      The company supplies some customers with product delivered in liquid form
      with storage vessels located at customer premises, under contracts which
      typically last from one to seven years. If storage vessels are owned by
      the company, the revenue recognition policy is to:

      a) recognise revenue on the liquid product based on the sales volume taken
      by the customer, and

                                                                    Page 3 of 12
<PAGE>

Mr. John Cash
U.S. Securities and Exchange Commission
May 13, 2005
Page 4

      b) recognise revenue on the fixed charge for the use of a storage vessel
      on a straight-line basis over the life of the contract. As set out in the
      terms of the contract with the customer, the storage vessel may be
      replaced during the life of the contract to facilitate delivery or to
      increase or decrease the capacity depending on the customer's needs. At
      any time, the company usually maintains a small stock of storage vessels
      of differing sizes to cater for these situations.

      The company's policies for these contracts follow the guidance of EITF
      00-21 (Accounting for revenue arrangements with multiple deliverables).
      The company considers the use of the vessel and supply of product as
      separate elements of the arrangement and records revenue in relation to
      the fair value of each element. Fair value of the product is based on the
      sales price per unit as sold to other customers. The company does not
      supply vessels in isolation to the product supply agreements. Therefore
      the residual value method is used to determine the fair value of the fixed
      charges recognised.

      In consideration of EITF 01-8 (Determining whether an arrangement contains
      a lease) as it relates to the customer's use of the storage vessel, the
      company notes paragraph 10 of the EITF. As fulfilment of the arrangement
      is not dependent on the use of specified storage vessels, the vessels are
      not subject to lease accounting. The vessels are owned by the company and
      while they are `installed' at the customer premises, they are
      interchangeable assets and the company has the right and ability to
      provide vessels that are not specified in the arrangement. Based on these
      facts, the company does not believe that these arrangements fall within
      the scope of EITF 01-8.

      We relied on US GAAP literature SAB 101 (Revenue recognition) in
      conjunction with EITF 00-21 (Revenue arrangements with multiple
      deliverables). Prior to that we relied on FASB Concepts Statement No 5
      (Recognition and measurement in financial statements of business
      enterprises).

      In future filings, the revenue recognition policy will be expanded to
      comment on these arrangements.

8.    Tell us the nature of your long-term contracts that are accounted for
      under the percentage of completion. Confirm supplementally that for US
      GAAP purposes, the nature of such contracts is consistent with those
      covered by SOP 81-1. In addition, for US GAAP purposes, disclose the
      method of measuring progress toward completion and confirm that
      "foreseeable" losses are the same as "anticipated" losses under SOP 81-1.

      In certain parts of the company, principally in the BOC Edwards line of
      business, contracts for the supply of equipment to customers can extend
      over several months. Such contracts usually take the form of the
      installation and / or construction of complex equipment or piping.

      Progress toward completion is measured using appropriate input or output
      measures. In some cases - for example for the installation of piping - an
      input measure is used that compares costs incurred against total estimated
      costs. In other cases, it is more appropriate to measure percentage of
      completion based on an output measure such as the achievement of a
      contract milestone.

      Based on these facts, the company believes that the nature of these
      contracts is consistent with those covered by SOP 81-1.

                                                                    Page 4 of 12
<PAGE>

Mr. John Cash
U.S. Securities and Exchange Commission
May 13, 2005
Page 5

      We confirm that the expression 'foreseeable losses' is the same as
      'anticipated losses' under SOP 81-1. This will be included in the glossary
      of terms in future filings.

Accounting Policies - Provisions
--------------------------------

9.    You indicate that provisions are made when an obligation exists for a
      future liability in respect of a past event and where the obligation can
      be reliably estimat