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               20 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        43,993,443  4.55%          998,084    0.10%
securities
(2) Derivatives        833,126  0.09%          128,525    0.01%
(other than
options)
(3) Options and             0   0.00%                0    0.00%
agreements to
purchase/sell

Total               44,826,569  4.63%        1,126,609    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         50,000             10.1095
Purchase          1,000             10.0865
Purchase         21,166             10.2000
Purchase        116,235             10.1147
Purchase          6,772             10.1200
Purchase          3,576             10.1200
Purchase         32,749             10.0964
Purchase          3,347             10.1600
Sale                582             10.1940
Sale              1,651             10.1371
Sale                664             10.0909
Sale                499             10.1940
Sale              9,185             10.0931
Sale                928             10.1940
Sale                499             10.1940
Sale             18,605             10.1242
Sale                367             10.1600
Sale                798             10.1940
Sale              3,347             10.1600
Sale                327             10.0909
Sale            120,000             10.0785


(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            1000            10.0865
CFD                Short           32749            10.0963
CFD                Short          116235            10.1146
CFD                Short           21166            10.2
CFD                Long           120000            10.0784
CFD                Long             9185            10.093
CFD                Long            18605            10.1241


(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                         21 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