As filed with the Securities and Exchange Commission on October 10, 2006.
                                                     Registration No. 333-105611
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------
                        POST-EFFECTIVE AMENDMENT NO. 1 TO
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                              --------------------
                                THE BOC GROUP plc
             (Exact name of Registrant as specified in its charter)


                England                            Not Applicable
    (State or other jurisdiction of               (I.R.S. Employer
    incorporation or organization)             Identification Number)

                            Chertsey Road, Windlesham
                                Surrey, GU20 6HJ
                                     England
                             Tel: +44 (0)1276 477222
   (Address and telephone number of Registrant's principal executive offices)

                THE BOC GROUP EXECUTIVE SHARE OPTION SCHEME 2003
                     THE BOC GROUP LONG TERM INCENTIVE PLAN
                            (Full title of the plans)

                              CT Corporation System
                           111 Eighth Avenue, New York
                               New York 10011, USA
                                +1 (212) 590-9338
            (Name, address and telephone number of agent for service)

                                   Copies to:
                           Doreen E. Lilienfeld, Esq.
                             Shearman & Sterling LLP
                              599 Lexington Avenue
                            New York, New York 10022
                                +1 (212) 848-7171

================================================================================





                              EXPLANATORY STATEMENT


This Post-Effective Amendment No. 1 to Registration Statement on Form S-8,
Registration No. 333-105611 (the "Registration Statement"), is being filed to
deregister certain ordinary shares of 25 pence each (the "Shares") of The BOC
Group Plc (the "Registrant") that were registered for issuance to employees of
the Registrant pursuant to The BOC Group Executive Share Option Scheme 2003 (the
"EXSOP") and The BOC Group Long Term Incentive Plan (the "LTIP"). The
Registration Statement registered 8,500,000 Shares issuable pursuant to the
EXSOP and 1,500,000 Shares issuable pursuant to the LTIP. In connection with the
Registrant's suspension of duty to file reports under Sections 13 and 15(d) of
the U.S. Securities Exchange Act of 1934, as amended, the Registration Statement
is hereby amended to deregister the remaining unissued Shares.





                                     PART II

                                   SIGNATURES

         Pursuant to the requirements of the U.S. Securities Act of 1933, as
amended, the Registrant has duly caused this Post-Effective Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Windlesham, Surrey, England, and in Murray Hill,
New Jersey, U.S.A. on October 10, 2006.



                                   THE BOC GROUP plc


                                   By: /s/ Anthony Eric Isaac
                                       -----------------------------------------
                                   Name:    Anthony Eric Isaac
                                   Title:   Chief Executive


                                   By: /s/ James P. Blake
                                       ----------------------------------------
                                   Name:    James P. Blake
                                   Title:   Authorized U.S. Representative