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               22 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          17,326,068   (3.57%)     3,501,307   (0.72%)
securities
(2) Derivatives        2,350,092   (0.48%)        30,411   (0.01%)
(other than
options)
(3) Options and           32,013   (0.01%)             0   (0.00%)
agreements to
purchase/sell

Total                 19,708,173   (4.06%)     3,531,718   (0.73%)


(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      811                  7.5728
Purchase      561                  7.4715
Purchase      624                  7.4715
Purchase      3,940                7.5750
Purchase      504                  7.5600
Purchase      1,465                7.5750
Purchase      3,835                7.5563
Purchase      3,940                7.5750
Purchase      49,368               7.5472
Sale          437                  7.5811
Sale          521                  7.5750
Sale          537                  7.5756
Sale          7,294                7.5750
Sale          306                  7.5520
Sale          1,500                7.5789
Sale          3,072                7.6000
Sale          3,940                7.5750
Sale          4,014                7.5505
Sale          4,653                7.5826
Sale          13,000               7.6000
Sale          19,223               7.5735
Sale          882,227              7.5002


NB. The below transaction which was disclosed on 22/06/06 has been cancelled:

Purchase/sale Number of Securities Price per unit
                                   (GBP)
Sale          882,227              7.5002


(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           4,653              7.58260
CFD              Short          49,368             7.54723
CFD              Long           13,000             7.60000
CFD              Long           1,500              7.57886
CFD              Long           19,223             7.57349


(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                         23 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