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               16 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         18,321,011    (3.77%)     2,718,015   (0.56%)
securities
(2) Derivatives       1,555,101    (0.32%)       179,735   (0.04%)
(other than
options)
(3) Options and          32,013    (0.01%)     1,425,438   (0.29%)
agreements to
purchase/sell

Total                19,908,125    (4.10%)     4,323,188   (0.89%)



(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      2,357                7.5450
Purchase      5,786                7.5050
Purchase      457                  7.4019
Purchase      18,946               7.5754
Purchase      4,946                7.5940
Purchase      238                  7.2757
Purchase      47,613               7.5854
Purchase      49,151               7.5968
Purchase      445                  7.6258
Purchase      4,471                7.5858
Purchase      45,900               7.4182
Purchase      1,483                7.4057
Purchase      504                  7.5850
Purchase      12,606               7.5897
Sale          1,681                7.5906
Sale          672                  7.5706
Sale          3,432                7.5850
Sale          23,779               7.5913
Sale          4,187                7.5900
Sale          1,483                7.3713
Sale          20,500               7.3439
Sale          52,000               7.5008
Sale          17,752               7.5885
Sale          238                  7.2993
Sale          74,461               7.3485
Sale          40,339               7.5829
Sale          13,400               7.5639
Sale          55,200               7.4195
Sale          6,660                7.5700
Sale          10,557               7.5635
Sale          29,861               7.5635
Sale          445                  7.6592
Sale          72,378               7.5923
Sale          40,100               7.5914
Sale          9,919                7.5798
Sale          15,800               7.3655
Sale          11,000               7.5433
Sale          34,920                7.6216


NB. The below trade which was
disclosed on 13/06/06 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 Unit
e.g. CFD         (Note 6)     Securities (Note  (GBP)
                              7)
CFD              Long         9919              7.57978324
CFD              Short        4471              7.58581302
CFD              Long         13400             7.56392537
CFD              Short        18946             7.575351
CFD              Long         72378             7.59229904
CFD              Long         40100             7.59144738
CFD              Long         445               7.65923596
CFD              Short        445               7.62577528
CFD              Short        47613             7.58538319
CFD              Long         17752             7.58848186

(c)  Options transactions in
respect of existing securities

Purchase/sale Number of Securities  Price per unit
                                    (GBP)
Sale          950,292               Transfer
Sale          475,146               Transfer


(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                         19 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