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               12 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         18,956,050    (3.90%)     2,162,218   (0.45%)
securities
(2) Derivatives       1,304,800    (0.27%)       179,734   (0.04%)
(other than
options)
(3) Options and          32,013    (0.01%)     1,425,438   (0.29%)
agreements to
purchase/sell
Total                20,292,863    (4.18%)     3,767,390   (0.78%)



(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      1,875                7.3650
Purchase      40,000               7.3450
Purchase      25,433               7.2630
Purchase      165,000              7.3200
Purchase      23,600               7.3270
Purchase      875                  7.3061
Purchase      15,000               7.2757
Purchase      165,000              7.3200
Sale          336                  7.3456
Sale          2,642                7.3162
Sale          1,212                7.2915
Sale          50                   7.3000
Sale          7,171                7.3250
Sale          38,900               7.2828
Sale          40,000               7.3450
Sale          3,000                7.2297
Sale          15,828               7.3367
Sale          40,000               7.3450
Sale          22,400               7.3301
Sale          1,454                7.3000
Sale          165,000              7.3200


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

Purchase/sale Number of Securities Price per unit
                                   (GBP)
Sale          3,000                7.2288



  (b)  Derivatives transactions (other than options)
Product  Long/Short    Number of Securities  Price Per Unit
Name,    (Note 6)      (Note 7)              (GBP)
(e.g.
CFD)
CFD      Short                        15000      7.27572733
CFD      Long                         -1212       7.2915429
CFD      Short                        23600      7.32701271
CFD      Short                          875      7.30610286
CFD      Short                       165000       0.1349208
CFD      Long                        -40000      0.13532503
CFD      Long                        -38900      7.28278355





(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                         13 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