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               27 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         17,272,202    (3.56%)   3,522,443     (0.73%)
securities
(2) Derivatives       2,377,883    (0.49%)      22,542     (0.00%)
(other than
options)
(3) Options and          32,013    (0.01%)           0     (0.00%)
agreements to
purchase/sell

Total                19,682,098    (4.05%)   3,544,985     (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             40,260              Transfer
Purchase             7,000               7.5089
Purchase             4,726               7.5300
Purchase             27,900              7.5392
Purchase             3,330               7.5425
Purchase              675                7.5600
Purchase               40                7.5958
Sale                 9,273               7.5464
Sale                 6,200               7.5139
Sale                 9,035               7.5185
Sale                  257                7.5255
Sale                 2,664               7.5400
Sale                 6,328               7.5500
Sale                 5,058               7.5534
Sale                 3,500               7.6100
Sale                   40                7.6143


(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          3330               7.54255
CFD              Short          27900              7.53917
CFD              Long           5058               7.55337
CFD              Long           3500               7.61000
CFD              Short          7000               7.50894
CFD              Short          40                 7.59575
CFD              Long           40                 7.61425
CFD              Long           6200               7.51387
CFD              Long           9035               7.51850


(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                         28 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