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               24 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        44,892,312  4.64%            363,279  0.04%
securities
(2) Derivatives        177,987  0.02%             66,244  0.01%
(other than
options)
(3) Options and              0  0.00%                  0  0.00%
agreements to
purchase/sell

Total               45,070,299  4.66%            429,523  0.04%


(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           15,290               11.2850
Purchase          162,640               11.2512
Purchase          200,000               11.2724
Purchase          250,000               11.2678
Purchase              482               11.3149
Purchase            2,450               11.2068
Purchase          222,400               11.2333
Purchase              928               11.2150
Purchase           15,738               11.2100
Purchase          118,888               11.2991
Purchase          150,000               11.2512
Sale                  799               11.2109
Sale                  299               11.2100
Sale                1,198               11.2809
Sale              278,439               11.2676
Sale                  666               11.2159
Sale                2,000               11.2800
Sale                2,500               11.2809
Sale                  658               Transfer
Sale                   86               11.2650
Sale              332,000               11.2887
Sale                2,228               11.2812
Sale                1,189               11.2159
Sale                  403               11.2159


(b)  Derivatives transactions (other than options)
Product name     Long/Short     Number of          Price Per Unit
                                Securities
CFD                 Short           2450             11.2068
CFD                 Short            928             11.215
CFD                 Short         222400             11.2332
CFD                 Short         162640             11.2512
CFD                 Short         118888             11.299
CFD                 Long          278439             11.2676


(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                         25 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