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               20 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         18,330,153    (3.77%)    2,642,422    (0.54%)
securities
(2) Derivatives       1,481,624    (0.31%)       50,657    (0.01%)
(other than
options)
(3) Options and          32,013    (0.01%)            0    (0.00%)
agreements to
purchase/sell

Total                19,843,790    (4.09%)    2,693,079    (0.55%)



(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      105,279              Transfer
Purchase      8,100                7.4700
Purchase      28,800               7.5454
Purchase      127,300              7.5060
Purchase      4,200                7.4709
Purchase      1,700                7.4865
Purchase      84,534               7.5472
Purchase      30,339               7.5267
Purchase      33,000               7.5250
Purchase      19,227               7.4465
Purchase      14,610               7.4465
Purchase      118,997              7.5166
Purchase      25,308               7.4669
Purchase      1,033                7.6158
Sale          127,300              7.5060
Sale          1,033                7.5643
Sale          1,686                7.6046
Sale          28,800               7.5454
Sale          6,500                7.6250
Sale          45,600               7.5289
Sale          6,646                7.5385
Sale          22,200               7.5279
Sale          5,635                7.5200
Sale          28,800               7.5454
Sale          127,300              7.5060
Sale          14,772               7.5793
Sale          3,330                7.5881


(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              Short          30339              7.52667
CFD              Long           3330               7.58810
CFD              Long           1686               7.60457
CFD              Short          118997             7.51661
CFD              Long           45600              7.52893
CFD              Short          8100               7.47000
CFD              Long           127300             7.5060
CFD              Long           28800              7.5454
CFD              Short          4200               7.47093
CFD              Long           22200              7.52789
CFD              Long           1033               7.56425
CFD              Short          1033               7.61577
CFD              Short          19227              7.44649
CFD              Short          14610              7.44649

(c)  Options transactions in respect of existing securities

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



(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                         21 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