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               14 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         18,767,775    (3.86%)     2,445,428   (0.50%)
securities
(2) Derivatives       1,412,321    (0.29%)       179,735   (0.04%)
(other than
options)
(3) Options and          32,013    (0.01%)     1,425,438   (0.29%)
agreements to
purchase/sell

Total                20,212,109    (4.16%)     4,050,601   (0.83%)



(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      2,016                7.3950
Purchase      3,298                7.3850
Purchase      4,085                7.2938
Purchase      606                  7.4050
Purchase      1                    7.3000
Purchase      5,539                7.2558
Purchase      1,363                7.3021
Purchase      2,725                7.3021
Purchase      2,725                7.3021
Sale          3,010                7.3706
Sale          1,466                Transfer
Sale          26,142               7.3950
Sale          5,539                7.2558
Sale          1,400                7.2041
Sale          9,764                7.3582
Sale          3,152                7.2900
Sale          56,248               7.2839

The following transactions which were disclosed on 14 June 2006 have been
cancelled:

Purchase/sale Number of Securities Price per unit
                                   (GBP)
Sale          3,152                7.29
Sale          1,400                7.2041



(b)  Derivatives transactions (other than options)
Product Name,  Long/Short  Number of         Price Per Unit
(e.g. CFD)     (Note 6)    Securities        (GBP)
                           (Note 7)
CFD            Long        9764              7.3582
CFD            Short       4085              7.2938
CFD            Long        15800             7.3655
CFD            Short       1                 7.3000
CFD            Long        20500             7.3439
CFD            Long        238               7.2993
CFD            Short       238               7.2757

(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                         15 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