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               17 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        43,945,634  4.54%           935,637   0.10%
securities
(2) Derivatives        723,626  0.07%            19,795   0.00%
(other than
options)
(3) Options and              0  0.00%                 0   0.00%
agreements to
purchase/sell

Total               44,669,260  4.62%           955,432   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            9,500                10.5121
Purchase            2,700                10.5245
Purchase            3,555                10.5109
Purchase            1,770                10.5000
Purchase            4,307                10.5321
Purchase              475                Transfer
Purchase           30,078                10.5000
Purchase            4,040                10.5800
Purchase           14,000                10.5800
Purchase            4,004                10.5000
Purchase            2,883                10.5200
Purchase          100,000                10.5208
Purchase           19,616                10.5000
Purchase          100,000                10.5343
Purchase            2,903                10.5050
Sale                  263                10.5159
Sale               19,725                10.5000
Sale                  839                10.5259
Sale                1,681                10.5059
Sale                9,263                10.5207
Sale               34,646                10.5292
Sale                  238                10.5000
Sale                1,680                10.5409
Sale                  372                10.5159
Sale                2,244                10.4950

(b)  Derivatives transactions (other than options)
Product name     Long/Short     Number of          Price Per Unit
                                Securities
CFD                Short          2903               10.505
CFD                Short          3555               10.5109
CFD                Short          9500               10.512
CFD                Short          2883               10.52
CFD                Short          2700               10.5244
CFD                Short          4307               10.5321
CFD                Long           2244               10.495
CFD                Long           9263               10.5207
CFD                Long          34646               10.5291


(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                         18 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