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               05 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          19,470,576   (4.01%)     1,679,058   (0.35%)
securities
(2) Derivatives        1,082,703   (0.22%)        61,442   (0.01%)
(other than
options)
(3) Options and           32,013   (0.01%)     1,425,438   (0.29%)
agreements to
purchase/sell
Total                 20,585,292   (4.24%)     3,165,938   (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      258                  Transfer
Purchase      648                  7.1978
Purchase      114,727              7.2895
Purchase      4,728                7.3650
Purchase      132,000              7.2331
Purchase      43,700               7.3250
Purchase      60,000               7.3368
Purchase      4,728                7.3650
Purchase      306                  7.3311
Purchase      283                  7.3114
Purchase      1,323                7.2511
Sale          1,008                7.2706
Sale          1,420                7.3106
Sale          1,428                7.2606
Sale          574                  7.2606
Sale          749                  7.2663
Sale          43,700               7.3250
Sale          43,740               7.3002
Sale          444                  7.3300
Sale          3,300                7.3150
Sale          566                  7.2911
Sale          10,873               7.3635
Sale          18,080               7.3635
Sale          121,224              7.3427
Sale          6,700                7.2739
Sale          1,323                7.2639
Sale          95,290               7.3055



  (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          121,224               7.3427
CFD        Long          3,300                 7.3150
CFD        Short         306                   7.3311
CFD        Long          95,290                7.3055
CFD        Short         1,323                 7.2511
CFD        Long          6,700                 7.2739
CFD        Long          1,323                 7.2639
CFD        Long          566                   7.2911
CFD        Long          10,873                7.3635
CFD        Short         283                   7.3114
CFD        Long          18,080                7.3635

(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                         06 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