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               29 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        43,647,605  4.51%         481,766     0.05%
securities
(2) Derivatives        162,076  0.02%       1,692,027     0.17%
(other than
options)
(3) Options and        138,393  0.01%         138,393     0.01%
agreements to
purchase/sell

Total               43,948,074  4.54%       2,312,186     0.24%


(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      4,991                11.2900
Purchase      90,00                11.2716
Purchase      908,126              11.2873
Purchase      908,126              11.2874
Purchase      40                   11.2765
Purchase      15                   11.2900
Purchase      48,857               11.2741
Sale          990                  11.2736
Sale          10,493               11.2671
Sale          3,355                11.2736
Sale          9,249                11.2736
Sale          63,224               11.2736
Sale          3,130                11.2736
Sale          7,051                11.2736
Sale          7,268                11.2900
Sale          8,069                11.2736
Sale          908,126              11.2873
Sale          1,179                11.2900
Sale          1,067                11.2900
Sale          2,659                11.2736
Sale          2,468                11.2737

(b)  Derivatives transactions (other than options)
Product name     Long/Short     Number of          Price Per Unit
                                Securities
CFD              Short          90000              11.2715
CFD              Short          48857              11.274
CFD              Short          40                 11.2765
CFD              Long           10493              11.267


(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                         30 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