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               09 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          18,854,260   (3.88%)   2,198,175     (0.45%)
securities
(2) Derivatives        1,342,188   (0.28%)      92,759     (0.02%)
(other than
options)
(3) Options and           32,013   (0.01%)   1,425,438     (0.29%)
agreements to
purchase/sell
Total                 20,228,461   (4.16%)   3,716,372     (0.77%)


(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      41,921               Transfer
Purchase      1,020                Transfer
Purchase      2,412                7.2911
Purchase      14,500               7.3119
Sale          1,317                7.3556
Sale          470                  7.3556
Sale          537                  7.3556
Sale          254                  7.3556
Sale          336                  7.3556
Sale          470                  7.3556
Sale          336                  7.3556
Sale          336                  7.3556
Sale          1,344                7.3331
Sale          336                  7.3556
Sale          201                  7.3556
Sale          470                  7.3556
Sale          470                  7.3556
Sale          672                  7.3556
Sale          218                  7.3556
Sale          336                  7.3556
Sale          336                  7.3556
Sale          16,850               7.3550
Sale          830                  7.3600
Sale          21,765               7.3513
Sale          2,412                7.2839
Sale          74,788               7.3338
Sale          17,400               7.3557
Sale          130,000              7.2377
Sale          4,334                7.2350
Sale          2,807                7.3635

The following transactions which were disclosed on 9 June 2006 have been
cancelled

Purchase/sale Number of Securities Price per unit
                                  (GBP)
Sale          4,334                7.2350
Sale          4,334                7.2350



  (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          21,765                7.3513
CFD        Short         14,500                7.3119
CFD        Short         2,412                 7.2911
CFD        Long          17,400                7.3557
CFD        Long          2,412                 7.2839
CFD        Long          2,807                 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                         12 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