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               16 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        43,716,754  4.52%           951,461   0.10%
securities
(2) Derivatives        678,084  0.07%            21,932   0.00%
(other than
options)
(3) Options and              0  0.00%                 0   0.00%
agreements to
purchase/sell

Total               44,394,838  4.59%           973,393   0.10%


(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          849 10.5800
Purchase          887 10.6400
Purchase          591 10.5800
Purchase       16,072 10.5800
Purchase        1,785 10.5800
Purchase        4,925 10.5800
Purchase          500 10.5316
Purchase        8,756 Transfer
Purchase           66 10.5800
Purchase          384 10.5800
Purchase      100,000 10.5408
Purchase        2,406 10.6400
Purchase          635 10.5300
Purchase       11,630 10.5800
Purchase           99 10.5800
Sale           44,250 10.4992
Sale            2,664 10.5250
Sale            1,132 10.5250
Sale            1,332 10.5250
Sale            2,142 10.6379
Sale            7,992 10.5250
Sale           17,982 10.5250
Sale           17,424 10.5250
Sale            1,950 10.5800
Sale              999 10.5250
Sale           13,320 10.5250
Sale            1,107 10.5259
Sale            2,575 10.5250
Sale           30,000 10.4992
Sale            1,998 10.5250
Sale           25,958 10.5800
Sale              999 10.5250
Sale            1,998 10.5250
Sale            5,328 10.5250
Sale            2,331 10.5250
Sale            1,000 10.5250
Sale            1,665 10.5250
Sale            4,925 10.5800
Sale            1,332 10.5250
Sale            1,062 10.5359
Sale            4,662 10.5250
Sale              127 10.6092
Sale              999 10.5250
Sale           16,650 10.5250
Sale            1,842 10.5250
Sale            5,011 10.5250
Sale               20 10.5900
Sale               13 10.5262
Sale            1,503 10.5250
Sale              865 10.5250
Sale            8,308 10.5250

(b)  Derivatives transactions (other than options)
Product name     Long/Short     Number of          Price Per Unit
                                Securities
CFD                Short           500               10.5315
CFD                Long          25732               10.525
CFD                Long           2142               10.6378


(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                         17 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