Rule 8.3 - ALLIANCE BOOTS

Please note that the Total Long Holding figure quoted on the Rule 8.3 disclosure issued 13/03/07 was incorrect. Today's
report shows the correct figure.

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               13 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        47,436,561  4.90%        1,111,603    0.11%
securities
(2) Derivatives     758,427     0.08%           66,299    0.01%
(other than
options)
(3) Options and             0   0.00%                0    0.00%
agreements to
purchase/sell

Total               48,194,988  4.98%        1,177,902    0.12%


(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      28,147               9.9819
Purchase      261                  10.2409
Purchase      24,688               10.1750
Purchase      3,600                9.8895
Purchase      21,490               10.1735
Purchase      3,528                10.1804
Purchase      310,200              9.9916
Sale          115,300              10.2346
Sale          175                  10.1321
Sale          6,050                9.9630
Sale          1,029                10.1750
Sale          3,185                10.1750
Sale          16,387               10.2272
Sale          2,158                9.9891
Sale          24,833               10.2615
Sale          13,548               9.9870
Sale          1,581                10.2171
Sale          1,038                10.2559
Sale          73,200               9.9905


(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          3528               10.1803
CFD              Short          114127             10.2132
CFD              Short          261                10.2409
CFD              Short          360                9.8895
CFD              Short          28147              9.9818
CFD              Short          31020              9.9915
CFD              Long           16387              10.2271
CFD              Long           11530              10.2345
CFD              Long           24833              10.2614
CFD              Long           6050               9.963
CFD              Long           13548              9.987
CFD              Long           2158               9.9891
CFD              Long           73200              9.9904


(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 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