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 June 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        41,248,245  4.26%          477,768    0.05%
securities
(2) Derivatives        157,871  0.02%        1,299,834    0.13%
(other than
options)
(3) Options and        127,750  0.01%          127,750    0.01%
agreements to
purchase/sell

Total               41,533,866  4.29%        1,905,352    0.20%


(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      1,086                11.2439
Purchase      2,014                11.2400
Purchase      94,989               11.2400
Sale          4,032                11.2473
Sale          4,258                11.2473
Sale          4,504                11.2473
Sale          87,779               11.2400
Sale          21,391               11.2473
Sale          7,210                11.2473
Sale          8,897                11.2400
Sale          7,719                11.2473
Sale          1,428                11.2400
Sale          3,435                11.2473
Sale          18,658               11.2473
Sale          1,935                11.2473
Sale          94,989               11.2400
Sale          146,108              11.2473
Sale          2,750                11.2473
Sale          4,417                11.2473
Sale          4,750                11.2473
Sale          3,271                11.2473
Sale          6,932                11.2473
Sale          6,296                11.2400
Sale          4,724                11.2473
Sale          6,214                11.2473
Sale          23,258               11.2400
Sale          134                  11.2464
Sale          16,292               11.2473
Sale          26,044               11.2524
Sale          2,575                11.2559
Sale          8,540                11.2400


(b)  Derivatives transactions (other than options)
Product name     Long/Short     Number of          Price Per Unit
                                Securities



(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                         12 June 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