Rule 8.3 - ALLIANCE BOOTS

FORM 8.3

    DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE
              (Rule 8.3 of the City Code on Takeovers and Mergers)


1.   KEY INFORMATION

Name of person dealing        BARCLAYS PLC
(Note 1)
Company dealt in              ALLIANCE BOOTS
Class of relevant security    ORD GBP0.37179482
to which the dealings being
disclosed relate (Note 2)
Date of dealing               27 March 2007

2.   INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE

  (a)  Interests and short positions (following dealing) in the class of relevant
       security dealt in (Note 3)

                           Long                     Short

                     Number       (%)          Number       (%)

(1) Relevant        43,843,643  4.53%          862,853    0.09%
securities
(2) Derivatives        675,828  0.07%           36,959    0.00%
(other than
options)
(3) Options and             0   0.00%                0    0.00%
agreements to
purchase/sell

Total               44,519,471  4.60%          899,812    0.09%


(b)  Interests and short positions in relevant securities of the company, other
     than the class dealt in (Note 3)

Class of                    Long                     Short
relevant
security:

                  Number           (%)      Number          (%)

(1) Relevant
securities

(2) Derivatives
(other than
options)

(3) Options and
agreements to
purchase/sell

Total


(c)  Rights to subscribe (Note 3)

Class of relevant security:   Details



3.   DEALINGS (Note 4)

(a)  Purchases and sales

Purchase/sale Number of Securities Price per unit
                                   (GBP)
Purchase               506                10.4314
Purchase            13,600                10.2410
Purchase           134,163                10.2830
Purchase             3,347                10.3500
Purchase            17,101                10.3384
Purchase            64,513                10.3214
Purchase           107,586                10.2750
Purchase               249                10.2100
Purchase            14,182                10.2100
Purchase               508                10.4314
Purchase               842                10.4314
Purchase            15,586                10.2450
Purchase             2,200                10.2365
Purchase            35,101                10.2450
Sale                   297                10.2809
Sale                 9,445                10.3293
Sale                10,430                10.2100
Sale                35,101                10.2450
Sale                 1,050                10.3209
Sale                 3,347                10.3500
Sale                15,586                10.2450
Sale                 2,500                10.2875
Sale                   336                10.2671
Sale                   700                10.2859
Sale                   319                10.2609
Sale               107,586                10.2750


(b)  Derivatives transactions (other than options)
Product name,    Long/Short     Number of          Price Per Unit
(e.g. CFD)       (Note 6)       Securities         (GBP)
                                (Note 7)
CFD               Short            2200              10.2365
CFD               Short           13600              10.2409
CFD               Short          134163              10.2829
CFD               Short           17101              10.3384
CFD               Long             2500              10.2874
CFD               Long             9445              10.3292

(c) Options transactions in respect of existing securities

(i)  Writing, selling, purchasing or varying

Product name,   Writing,          Number of          Exercise  Type, e.g.      Expiry   Option money
e.g. call       selling,          securities to      price     American,       date     paid/received
option          purchasing,       which the option             European etc.            per unit (GBP)
                varying etc.      relates (GBP)


(ii) Exercising

Product name, e.g.  Number of           Exercise price per
call option         securities          unit (Note 5)



(d)  Other dealings (including new securities) (Note 4)


Nature of transaction Details           Price per unit
(Note 8)                                (if applicable)
                                        (Note 5)



4.   OTHER INFORMATION
None

Agreements, arrangements or understandings relating to options or derivatives


Full details of any agreement, arrangement or understanding between the
person disclosing and any other person relating to the voting rights of
any relevant securities under any option referred to on this form or
relating to the voting rights or future acquisition or disposal of any
relevant securities to which any derivative referred to on this form is
referenced.  If none, this should be stated.




Is a Supplemental Form 8 attached? (Note 9)                 NO


Date of disclosure                         28 March 2007
Contact name                               BARCLAYS COMPLIANCE
Telephone number                           020 7116 2913
If a connected EFM, name of
offeree/offeror with which connected
If a connected EFM, state nature of
connection (Note 10)


Notes

The Notes on Form 8.3 can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk