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               20 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        44,201,900  4.57%            838,439  0.09%
securities
(2) Derivatives        638,242  0.07%            274,071  0.03%
(other than
options)
(3) Options and              0  0.00%                  0  0.00%
agreements to
purchase/sell

Total               44,840,142  4.63%          1,112,510  0.11%


(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         567,557             Transfer
Purchase         146,712             11.1402
Purchase           2,200             11.3143
Purchase          15,000             11.3155
Purchase           3,322             11.3473
Purchase          13,300             11.3249
Purchase         271,000             11.2247
Purchase          14,334             11.2500
Purchase           1,668             11.2500
Purchase         450,000             11.2791
Sale                 268             11.0959
Sale               3,475             11.3250
Sale               1,100             11.2950
Sale              17,500             11.0000
Sale               3,500             11.3200
Sale                  25             11.3250
Sale                 199             11.1109
Sale               3,659             11.3390
Sale           1,200,000             10.8891
Sale                 953             11.3400
Sale              27,000             11.0000
Sale              21,597             11.3249
Sale              14,334             11.1050
Sale               1,242             11.3509
Sale               3,000             11.3200
Sale               1,814             11.3200
Sale              17,100             11.2963
Sale              15,000             11.3155
Sale               5,000             11.3200
Sale              20,050             11.2500
Sale                 779             11.3212


(b)  Derivatives transactions (other than options)
Product name     Long/Short     Number of          Price Per Unit
                                Securities
CFD               Short          146712                   11.1401
CFD               Short          271000                   11.2247
CFD               Short           13300                   11.3249
CFD               Short            3322                   11.3472
CFD               Long            17100                   11.2962
CFD               Long            15000                   11.3155
CFD               Long            21597                   11.3248
CFD               Long             3659                   11.3389


(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                         23 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