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               22 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         19,958,130    (4.11%)     1,952,233   (0.40%)
securities
(2) Derivatives         906,416    (0.19%)       404,468   (0.08%)
(other than
options)
(3) Options and          32,013    (0.01%)     1,425,438   (0.29%)
agreements to
purchase/sell
Total                20,896,559    (4.30%)     3,782,139   (0.78%)


(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      739                  Transfer
Purchase      3,636                7.1600
Purchase      66,805               7.1592
Purchase      18                   7.0772
Purchase      10,598               7.1114
Purchase      30,890               7.1259
Purchase      3,971                7.1115
Sale          672                  7.1521
Sale          672                  7.1721
Sale          201                  7.1515
Sale          900                  7.1859
Sale          1,418                7.0700
Sale          1,187                7.0700
Sale          1,290                7.0700
Sale          3,533                7.0700
Sale          2,313                7.0700
Sale          1,706                7.0700
Sale          642                  7.0700
Sale          1,816                7.1446
Sale          3,322                7.0728
Sale          900                  7.1589
Sale          693                  7.1650
Sale          19,744               7.1232
Sale          39,900               7.1755
Sale          18                   7.1039

  (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          19,744                7.1232
CFD        Long          39,900                7.1755
CFD        Long          900                   7.1589
CFD        Short         18                    7.0772
CFD        Long          18                    7.1039
CFD        Long          3,286                 7.1086
CFD        Short         66,805                7.1592
CFD        Short         10,598                7.1114

(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                         23 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