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               25 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        44,209,660  4.57%            493,734  0.05%
securities
(2) Derivatives        199,578  0.02%              4,795  0.00%
(other than
options)
(3) Options and              0  0.00%                  0  0.00%
agreements to
purchase/sell

Total               44,409,238  4.59%            498,529  0.05%


(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                11.2650
Purchase             73,707                11.2396
Purchase              1,777                Transfer
Purchase             10,500                11.2114
Sale                  1,048                11.2200
Sale                    668                11.2059
Sale                    271                11.2200
Sale                  4,917                11.2050
Sale                  1,068                11.2200
Sale                    400                11.2200
Sale                 61,449                11.2183
Sale                 63,100                11.2200
Sale                    780                11.2242
Sale                 82,300                11.2200
Sale                  1,200                11.2033
Sale                    727                11.2200
Sale                    666                11.2159
Sale                  1,028                11.2200
Sale                  1,960                11.2200
Sale                    847                11.2200
Sale                    500                11.2115
Sale                 22,735                11.2100
Sale                    243                11.2112
Sale                    556                11.2200
Sale                  1,609                11.2139
Sale                 16,266                11.2200
Sale                567,557                11.2650
Sale                    451                11.2109
Sale                  8,156                11.2100


(b)  Derivatives transactions (other than options)
Product name     Long/Short     Number of          Price Per Unit
                                Securities
CFD                  Short        10500                 11.2114
CFD                  Long          1200                 11.2033
CFD                  Long         30891                 11.21
CFD                  Long         61449                 11.2182


(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                         26 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