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               13 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          18,847,586   (3.88%)     2,296,221   (0.47%)
securities
(2) Derivatives        1,370,342   (0.28%)       179,734   (0.04%)
(other than
options)
(3) Options and           32,013   (0.01%)     1,425,438   (0.29%)
agreements to
purchase/sell
Total                 20,249,941   (4.17%)     3,901,393   (0.80%)



(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      2,800                7.2841
Purchase      1,511                7.2900
Purchase      3,152                7.2900
Purchase      171                  7.2289
Purchase      4,618                7.3105
Purchase      3,152                7.2900
Purchase      12,269               7.3296
Purchase      5,638                7.2349
Purchase      6,001                7.3509
Sale          401                  7.2106
Sale          656                  7.2006
Sale          3,152                7.2900
Sale          40,000               7.3406
Sale          13,496               7.2606
Sale          27,841               7.2984
Sale          6,268                7.3600
Sale          9,045                7.2900
Sale          1,400                7.2041
Sale          4,592                7.3385
Sale          187                  7.2250
Sale          5,638                7.2193
Sale          35,100               7.2174


The following transaction which was disclosed on 13 June 2006 has been cancelled

Purchase/sale Number of Securities Price per unit
                                   (GBP)
Sale          40,000               7.3450



  (b)  Derivatives transactions (other than options)
Product Name,  Long/Short  Number of         Price Per
(e.g. CFD)     (Note 6)    Securities (Note  Unit (GBP)
                           7)
CFD            Short       12,269            7.32960714
CFD            Long        13,496            7.26057499
CFD            Short       4,618             7.31047423
CFD            Long        27,841            7.29835135
CFD            Long        1,400             7.2041
CFD            Long        35,100            7.21738234
CFD            Short       5,638             7.23490067
CFD            Long        5,638             7.21927811
CFD            Long        4,592             7.33853223





(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                         14 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