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               02 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         19,458,294    (4.01%)     1,632,031   (0.34%)
securities
(2) Derivatives         867,901    (0.18%)       102,084   (0.02%)
(other than
options)
(3) Options and          32,013    (0.01%)     1,425,438   (0.29%)
agreements to
purchase/sell

Total                20,358,208    (4.19%)     3,159,553   (0.65%)



(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      627                  7.0546
Purchase      429                  7.2450
Purchase      91,507               7.0944
Purchase      68,465               7.2240
Purchase      24                   7.0663
Sale          672                  7.2456
Sale          672                  7.1912
Sale          235                  7.1456
Sale          26,798               7.1742
Sale          9,159                7.2635
Sale          2,315                7.1671
Sale          59,000               7.2121
Sale          5,534                7.2424
Sale          103,828              7.2244
Sale          7,700                7.1990
Sale          18,982               7.2381
Sale          102,256              7.0911
Sale          1,138                7.0539
Sale          54,922               7.2350
Sale          11,352               7.2635
Sale          250,000              7.2422

NB. The below transaction which was disclosed on 02/06/06 has been cancelled:
Purchase/sale Number of Securities Price per unit
                                   (GBP)
Sale          1,138                7.0539


(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          5,534                 7.2424
CFD        Long          59,000                7.2121
CFD        Long          103,828               7.2244
CFD        Short         24                    7.0663
CFD        Long          7,700                 7.1990
CFD        Long          2,315                 7.1671
CFD        Long          11,352                7.2635
CFD        Long          9,159                 7.2635
CFD        Long          18,982                7.2381


(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                         05 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