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               15 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        40,092,963  4.14%          825,902    0.09%
securities
(2) Derivatives        157,665  0.02%        1,386,508    0.14%
(other than
options)
(3) Options and        131,513  0.01%          131,513    0.01%
agreements to
purchase/sell

Total               40,382,141  4.17%        2,343,923    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)
Sale          3,301                11.2891
Sale          1,998                11.2891
Sale          1,030                11.2800
Sale          797                  11.2850
Sale          2,532                11.2800
Sale          156,249              11.2850
Sale          9,884                11.2850
Sale          6,643                11.2850
Sale          1,716                11.2891
Sale          398                  11.2800
Sale          8,282                11.2891
Sale          2,016                11.2891
Sale          10,887               11.2891
Sale          2,310                11.2891
Sale          599                  11.2915
Sale          2,109                11.2891
Sale          937                  11.2800
Sale          1,804                11.2891
Sale          26,195               11.2850
Sale          3,669                11.2891
Sale          9,489                11.2891
Sale          732                  11.2800
Sale          890                  11.2850
Sale          1,331                11.2850
Sale          2,480                11.2891
Sale          3,901                11.2891
Sale          637                  11.2800
Sale          3,330                11.2800
Sale          3,226                11.2891
Sale          7,536                11.2850
Sale          74,307               11.2891
Sale          302                  11.2800
Sale          890                  11.2850
Sale          321                  11.2800
Sale          338                  11.2800
Sale          2,226                11.2891
Sale          535                  11.2850
Sale          2,463                11.2891
Sale          3,581                11.2891
Sale          25,122               11.2850

(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                         18 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