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               21 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         17,319,517    (3.57%)     3,531,773   (0.73%)
securities
(2) Derivatives       2,380,307    (0.49%)        49,634   (0.01%)
(other than
options)
(3) Options and          32,013    (0.01%)             0   (0.00%)
agreements to
purchase/sell

Total                19,731,837    (4.06%)     3,581,407   (0.74%)


(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      125                  7.5191
Purchase      89,304               7.5166
Purchase      1,430                7.5466
Purchase      9,332                7.5250
Purchase      1,456                7.5347
Purchase      70                   7.4364
Purchase      23,082               7.4840
Purchase      790                  7.4707
Purchase      21,003               7.4976
Purchase      882,227              7.5002
Sale          672                  7.5206
Sale          537                  7.4712
Sale          246                  7.5215
Sale          105,279              7.5116
Sale          61,050               7.4800
Sale          4,030                7.5500
Sale          60,090               7.5094
Sale          1,093                7.4919
Sale          6,600                7.4900
Sale          790                  7.4843
Sale          59                   7.4750
Sale          882,227              7.5002
Sale          3,900                7.5139
Sale          882,227              7.5002
Sale          28,800               7.5454
Sale          127,300              7.5060
Sale          16,306               7.5254
Sale          10,653               7.5283
Sale          3,696                7.5895

NB. The below transactions which were disclosed on 21/06/06 have been cancelled:

Purchase/sale Number of Securities Price per unit
                                   (GBP)
Sale          28,800               7.5454
Sale          127,300              7.5060


(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           16,306             7.52543
CFD              Short          21,003             7.49758
CFD              Long           10,653             7.52830
CFD              Long           6,600              7.49000
CFD              Long           882,227            7.5002
CFD              Long           1,093              7.49186
CFD              Long           3,900              7.51387
CFD              Short          790                7.47075
CFD              Long           790                7.48425
CFD              Short          70                 7.43643


(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                         22 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