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               19 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        44,074,402  4.56%            963,076  0.10%
securities
(2) Derivatives        762,879  0.08%             21,730  0.00%
(other than
options)
(3) Options and              0  0.00%                  0  0.00%
agreements to
purchase/sell

Total               44,837,281  4.63%            984,806  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      51,744               10.4950
Purchase      3,318                10.4950
Purchase      6,386                10.5000
Purchase      429                  10.4950
Purchase      1,291                10.4950
Purchase      7,931                10.5009
Purchase      5,136                10.4950
Purchase      6,191                0.4950
Purchase      953                  10.4950
Purchase      1,271                10.5350
Purchase      26,827               10.5000
Purchase      50,130               10.4988
Purchase      17,044               10.5000
Purchase      3,810                10.4950
Purchase      55,180               10.5005
Sale          1,075                10.4959
Sale          519                  10.4962
Sale          46,159               10.5008
Sale          1,191                10.5429
Sale          910                  10.4900
Sale          8,008                10.4950
Sale          963                  10.4914
Sale          116                  10.4950
Sale          26,827               10.5000
Sale          1,500                10.5009
Sale          775                  10.4912
Sale          95                   10.4950
Sale          6,386                Transfer
Sale          17,044               10.5000
Sale          6,386                10.5000
Sale          832                  10.5009


(b)  Derivatives transactions (other than options)
Product name     Long/Short     Number of          Price Per Unit
                                Securities
CFD              Short          50130              10.4988
CFD              Short          55180              10.5005
CFD              Short          7931               10.5009
CFD              Long           910                10.49
CFD              Long           46159              10.5008
CFD              Long           1191               10.5428


(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                         20 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