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               11 May 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        44,749,629  4.63%         493,663     0.05%
securities
(2) Derivatives        154,590  0.02%       1,453,748     0.15%
(other than
options)
(3) Options and        125,672  0.01%         125,672     0.01%
agreements to
purchase/sell

Total               45,029,891  4.65%       2,073,083     0.21%


(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      180,000              11.2010
Purchase      31,592               11.2058
Purchase      71,298               11.2027
Purchase      337                  11.2224
Purchase      8                    11.1863
Purchase      100,000              11.2000
Purchase      1,350                11.2200
Purchase      56,779               11.2150
Purchase      16,682               11.2200
Purchase      2,514                11.2200
Purchase      179                  11.2000
Purchase      1,980                11.2224
Purchase      31,592               11.2058
Sale          46,883               11.2085
Sale          29,013               11.1500
Sale          31,592               11.2058
Sale          56,779               11.2150
Sale          57,621               11.2200
Sale          752                  11.1950
Sale          70,000               11.1940
Sale          145                  11.1959
Sale          261,676              11.1975

(b)  Derivatives transactions (other than options)
Product name     Long/Short     Number of          Price Per Unit
                                Securities
CFD              Short          8                  11.1862
CFD              Short          180000             11.201
CFD              Short          71298              11.2026
CFD              Shor           31592              11.2058
CFD              Long           70000              11.1939
CFD              Long           46883              11.2084


(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                         14 May 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