Rule 8.3 - BOOTS GROUP PLC

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              BOOTS GROUP PLC
Class of relevant security    ORD GBP 0.25
to which the dealings being
disclosed relate (Note 2)
Date of dealing               27 APRIL 2006

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         19,639,056     (4.04%)    1,433,468     (0.30%)
securities
(2) Derivatives       1,311,391     (0.27%)      141,710     (0.03%)
(other than
options)
(3) Options and           8,949     (0.00%)    1,425,438     (0.29%)
agreements to
purchase/sell
Total                20,959,396     (4.32%)    3,000,616     (0.62%)


(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      704                  7.0450
Purchase      3,152                Transfer
Purchase      839                  7.0650
Purchase      99                   7.0161
Purchase      7,000                7.0414
Purchase      4,922                7.0364
Purchase      62,500               7.0388
Sale          504                  7.0159
Sale          968                  7.0165
Sale          594                  7.0021
Sale          2,017                7.0165
Sale          1,277                7.0471
Sale          976                  7.0177
Sale          99                   7.0390
Sale          14,390               7.0650
Sale          45,500               7.0229
Sale          2,600                7.0168
Sale          11,800               7.0399
Sale          1,705                7.0150
Sale          10,200               7.0200

The following trade which was disclosed on 27 April 2006 has been cancelled

Purchase/sale Number of Securities Price per unit
                                  (GBP)
Sale          800                  7.0793



(b)  Derivatives transactions (other than options)

Product    Long/Short    Number of Securities  Price Per
name,      (Note 6)      (Note 7)              Unit (GBP)
e.g. CFD
CFD        Short         7,000                 7.0414
CFD        Long          45,500                7.0229
CFD        Long          10,200                7.0200
CFD        Long          2,600                 7.0168
CFD        Long          99                    7.0390
CFD        Short         99                    7.0161


(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 (GBP)




(d)  Other dealings (including new securities) (Note 4)


Nature of transaction Details           Price per unit
(Note 8)                                (if applicable)
                                        (Note 5)





4.   OTHER INFORMATION

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                         28 APRIL 2006
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