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               12 MAY 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       20,312,570      (4.18%) 1,606,737       (0.33%)
securities
(2) Derivatives       913,056      (0.19%)   369,186       (0.08%)
(other than
options)
(3) Options and        32,013      (0.01%) 1,425,438       (0.29%)
agreements to
purchase/sell
Total              21,257,639      (4.38%) 3,401,361       (0.70%)


(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      1,031                7.2894
Purchase      1,970                7.2500
Purchase      102,000              7.1662
Purchase      1,181                7.2468
Purchase      326,886              7.2450
Purchase      5,000                7.2250
Purchase      326,886              7.2450
Purchase      59,271               7.1600
Sale          1,089                7.1609
Sale          336                  7.2365
Sale          255                  7.1615
Sale          470                  7.1815
Sale          7,175                7.2786
Sale          17,403               7.2492
Sale          563                  7.2070
Sale          27,400               7.2211
Sale          9,128                7.2486
Sale          7,954                7.2486
Sale          326,886              7.2858
Sale          2,470                7.2623
Sale          326,886              7.2450
Sale          416,979              7.2380
Sale          4,000                7.2600
Sale          1,715                7.2450

  The following trades which were disclosed on 12 May 06 have been cancelled
Purchase/sale Number of Securities Price per unit
                                   (GBP)
Sale          416,979              7.2380
Sale          416,979              7.2380

  (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          17,403                7.2492
CFD        Long          4,000                 7.2600
CFD        Long          27,400                7.2211
CFD        Short         326,886               7.2450
CFD        Short         102,000               7.1662
CFD        Long          326,886               7.2860
CFD        Long          7,954                 7.2486
CFD        Long          9,128                 7.2485

(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                         15 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