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               01 JUNE 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         19,950,667    (4.11%)      1,623,972  (0.33%)
securities
(2) Derivatives         793,376    (0.16%)        245,405  (0.05%)
(other than
options)
(3) Options and          32,013    (0.01%)      1,425,438  (0.29%)
agreements to
purchase/sell
Total                20,776,056    (4.28%)      3,294,815  (0.68%)



(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      3,792                7.0600
Purchase      18,982               7.0614
Purchase      1,824                7.1250
Purchase      3,800                7.1286
Purchase      66,890               7.0983
Purchase      11,649               7.0614
Purchase      1,100                6.9900
Purchase      2,600                7.0200
Purchase      80,000               7.0607
Purchase      3,429                7.0378
Purchase      9,442                7.0614
Sale          969                  7.0525
Sale          741                  7.0525
Sale          657                  7.0525
Sale          5,800                7.0525
Sale          1,003                7.0525
Sale          415                  7.0525
Sale          1,354                7.0525
Sale          3,792                7.0600
Sale          464                  7.0600
Sale          53,071               7.1157
Sale          1,100                6.9900
Sale          1,138                7.0539
Sale          76,783               7.1216
Sale          10,300               7.1539
Sale          2,400                7.0450
Sale          60,770               7.0660
Sale          23,914               7.0926


  (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         80,000                7.0607
CFD        Long          23,914                7.0926
CFD        Long          2,400                 7.0450
CFD        Short         2,600                 7.0200
CFD        Long          76,783                7.1216
CFD        Long          10,300                7.1539
CFD        Long          1,138                 7.0539
CFD        Short         3,429                 7.0378
CFD        Short         3,800                 7.1286
CFD        Short         1,100                 6.9900
CFD        Long          1,100                 6.9900
CFD        Short         9,442                 7.0614
CFD        Short         11,649                7.0614
CFD        Short         18,982                7.0614
CFD        Long          53,071                7.1157

(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                         02 June 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