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               12 March 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        5,840,980   0.60%        1,197,652    0.12%
securities
(2) Derivatives     1,115,548   0.12%          215,033    0.02%
(other than
options)
(3) Options and             0   0.00%                0    0.00%
agreements to
purchase/sell

Total               6,956,528   0.72%        1,412,685    0.15%


(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      2,524                9.9650
Purchase      3,900                9.1588
Purchase      94,444               9.9798
Purchase      14,400               8.1727
Purchase      808                  9.9900
Purchase      2,742                9.9650
Purchase      24,302               9.1618
Purchase      3,878                9.9650
Purchase      7,800                9.6150
Purchase      260,330              9.9474
Purchase      8,970                9.1911
Purchase      5,800                9.1814
Purchase      5,513                8.4741
Purchase      74,539               8.5457
Purchase      5,344                9.5390
Sale          48,000               9.3817
Sale          1,950                9.2150
Sale          7,189                9.6452
Sale          399                  10.0059
Sale          15,001               9.4531
Sale          25,000               9.5322
Sale          598                  9.3436
Sale          1,762                8.1992
Sale          1,089                9.9809
Sale          287                  9.9809
Sale          1,330                9.9809
Sale          37,540               8.3292
Sale          5,513                8.1884
Sale          26,886               9.0178
Sale          2,537                9.9650


(b)  Derivatives transactions (other than options)
Product name,    Long/Short     Number of          Price Per Unit
(e.g. CFD)       (Note 6)       Securities         (GBP)
                                (Note 7)
CFD              Short          14400              8.1727
CFD              Short          5513               8.474
CFD              Short          74539              8.5456
CFD              Short          24302              9.1617
CFD              Short          5800               9.1813
CFD              Short          8970               9.191
CFD              Short          5344               9.5389
CFD              Short          7800               9.615
CFD              Short          116056             9.9845
CFD              Long           5513               8.1883
CFD              Long           1762               8.1991
CFD              Long           37540              8.3291
CFD              Long           26886              9.0177
CFD              Long           598                9.3435
CFD              Long           48000              9.3817
CFD              Long           15001              9.4531
CFD              Long           7189               9.6451


(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                         13 March 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