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               06 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         19,354,515    (3.98%)     1,926,320   (0.40%)
securities
(2) Derivatives       1,304,013    (0.27%)        92,759   (0.02%)
(other than
options)
(3) Options and          32,013    (0.01%)     1,425,438   (0.29%)
agreements to
purchase/sell

Total                20,690,541    (4.26%)     3,444,517   (0.71%)


(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      256                  7.3991
Purchase      9,036                1.0000
Purchase      3,096                Transfer
Purchase      132,000              7.2331
Purchase      165                  7.3800
Purchase      503                  7.4111
Purchase      73,589               7.3688
Purchase      3,528                7.3261
Purchase      18,080               7.4160
Purchase      1,200                7.4548
Sale          788                  7.4456
Sale          927                  7.3556
Sale          9,036                1.0000
Sale          492                  7.3800
Sale          220                  7.4000
Sale          189,000              7.4208
Sale          89,047               7.4248
Sale          3,676                7.3785
Sale          3,528                7.3539
Sale          52,600               7.4093
Sale          8,200                7.4280


(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          52,600                7.4093
CFD        Short         503                   7.4111
CFD        Long          189,000               7.4208
CFD        Short         3,528                 7.3261
CFD        Long          8,200                 7.4280
CFD        Long          3,528                 7.3539
CFD        Short         1,200                 7.4548
CFD        Long          3,676                 7.3785
CFD        Short         18,080                7.4160

(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                         07 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