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               19 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         18,147,328    (3.74%)     2,742,391   (0.56%)
securities
(2) Derivatives       1,577,259    (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                19,756,600    (4.07%)     4,347,564   (0.90%)



(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      778                  7.6500
Purchase      14,492               Transfer
Purchase      778                  7.6500
Purchase      5,354                7.6328
Purchase      2,436                7.6041
Purchase      5                    7.6350
Purchase      79                   7.6500
Purchase      13,990               7.6015
Purchase      9,095                7.6241
Purchase      43,013               7.6244
Purchase      27                   7.6350
Purchase      45,149               7.6259
Sale          722                  7.5773
Sale          1,008                7.5773
Sale          1,008                7.6356
Sale          605                  7.5773
Sale          991                  7.5773
Sale          504                  7.5773
Sale          672                  7.5773
Sale          638                  7.5773
Sale          535                  7.5773
Sale          1,344                7.5773
Sale          504                  7.5773
Sale          672                  7.5773
Sale          14,492               Transfer
Sale          14,492               7.5865
Sale          5,267                7.6000
Sale          20,847               7.5965
Sale          5,354                7.5742
Sale          111,174              7.6025
Sale          601                  7.5775
Sale          63,871               7.5991
Sale          2,600                7.6389
Sale          17,792               7.6000
Sale          20,900               7.6331
Sale          896                  7.5881
Sale          1,381                7.5950
Sale          20,009                7.5970


(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          896                 7.58810
CFD               Short         9,095               7.62409
CFD               Long          20,847              7.59646
CFD               Long          20,900              7.63306
CFD               Long          2,600               7.63885
CFD               Long          5,354               7.57424
CFD               Short         5,354               7.63277
CFD               Short         13,990              7.60152

(c)  Options transactions in
respect of existing securities

Purchase/sale Number of Securities  Price per unit
                                    (GBP)


(i)  Writing, selling, purchasing
or varying



(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                         20 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