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               11 MAY 2006

2.   INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE

(a)  Interests and short positions (following dealing




(1) Relevant         19,805,096    (4.08%)   1,797,607     (0.37%)
securities
(2) Derivatives       1,508,897    (0.31%)     602,026     (0.12%)
(other than
options)
(3) Options and          32,013    (0.01%)   1,434,387     (0.30%)
agreements to
purchase/sell
Total                21,346,006    (4.39%)   3,834,020     (0.79%)


(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      416,979              7.2380
Purchase      23,405               7.2638
Purchase      158,600              7.2887
Purchase      60,000               7.2555
Purchase      1,168                7.2811
Purchase      35,100               7.2822
Sale          2,000                7.3059
Sale          672                  7.2559
Sale          423                  7.2665
Sale          672                  7.2559
Sale          9,300                7.2959
Sale          416,979              7.2380
Sale          11,287               7.3097
Sale          15,040               7.2600
Sale          1,168                7.3139
Sale          416,979              7.2380
Sale          25,000               7.3086
Sale          3,500                7.2950


  (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        Long          11,287                7.3097
CFD        Short         23,405                7.2638
CFD        Long          3,500                 7.2950
CFD        Long          416,979               0.1349
CFD        Short         158,600               7.2887
CFD        Short         1,168                 7.2811
CFD        Long          1,168                 7.3139
CFD        Short         35,100                7.2822
CFD        Long          9,300                 7.2959

(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                         12 MAY 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