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               30 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        44,172,342  4.57%          870,923    0.09%
securities
(2) Derivatives        684,113  0.07%           28,717    0.00%
(other than
options)
(3) Options and             0   0.00%                0    0.00%
agreements to
purchase/sell

Total               44,856,455  4.64%          899,640    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      2,747                Transfer
Purchase      108,662              10.2650
Purchase      1,657                10.3585
Purchase      4,404                Transfer
Purchase      4,869                10.2650
Purchase      3,016                10.2700
Purchase      2,031                10.3425
Purchase      5,399                Transfer
Purchase      11                   10.2650
Purchase      603                  10.2350
Purchase      100,000              10.4304
Purchase      56,759               10.3093
Purchase      2,834                10.2650
Purchase      856                  Transfer
Purchase      4,701                Transfer
Purchase      2,512                Transfer
Purchase      250,000              10.4850
Purchase      300,000              10.4121
Purchase      3,420                10.2838
Sale          10,699               10.2650
Sale          2,747                Transfer
Sale          974                  10.3166
Sale          2,782                10.2466
Sale          2,357                10.3190
Sale          2,280                10.2650
Sale          4,404                Transfer
Sale          64,513               Transfer
Sale          1,447                10.2650
Sale          700                  10.2985
Sale          5,399                Transfer
Sale          856                  Transfer
Sale          4,701                Transfer
Sale          2,425                10.2650
Sale          50,000               10.3429
Sale          9,302                10.3375
Sale          682                  10.2855
Sale          3,100                10.2949
Sale          10,634               10.3200
Sale          707                  10.3409
Sale          1,200                10.3309
Sale          2,512                Transfer

(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          603                10.235
CFD              Short          3420               10.2837
CFD              Short          56759              10.3093
CFD              Long           2782               10.2465
CFD              Long           3100               10.2949
CFD              Long           700                10.2984
CFD              Long           2357               10.3189
CFD              Long           50000              10.3429

(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                         02 April 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