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               12 April 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        43,989,116  4.55%           782,924   0.08%
securities
(2) Derivatives        570,839  0.06%            21,932   0.00%
(other than
options)
(3) Options and              0  0.00%                 0   0.00%
agreements to
purchase/sell

Total               44,559,955  4.61%           804,856   0.08%


(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        1,040                10.4477
Purchase        1,793                10.5000
Purchase        7,600                10.4666
Purchase      100,000                10.4454
Purchase          498                10.4596
Purchase           16                10.4663
Purchase       14,323                10.4560
Purchase          475                Transfer
Purchase        1,040                10.4477
Purchase       52,914                10.3500
Sale            1,040                10.4423
Sale            4,048                10.4429
Sale          144,186                10.4457
Sale           13,464                10.4554
Sale               82                10.5000
Sale            2,117                10.4400
Sale            1,040                10.4423
Sale              400                10.4984
Sale              971                10.4559
Sale           50,000                10.4418
Sale           52,914                10.3500


(b)  Derivatives transactions (other than options)
Product name     Long/Short     Number of          Price Per Unit
                                Securities
CFD                Short         14323                   10.456
CFD                Short            16                   10.4662
CFD                Short          7600                   10.4665
CFD                Long          50000                   10.4417
CFD                Long           4048                   10.4428
CFD                Long          13464                   10.4553
CFD                Long            400                   10.4984


(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                         13 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