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               29 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          17,534,351   (3.61%)     3,441,669   (0.71%)
securities
(2) Derivatives        2,301,946   (0.47%)        22,542   (0.00%)
(other than
options)
(3) Options and           32,013   (0.01%)             0   (0.00%)
agreements to
purchase/sell
Total                 19,868,310   (4.09%)     3,464,211   (0.71%)



(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      451                  7.8650
Purchase      3,935                7.8650
Purchase      902                  7.8370
Purchase      1,636                7.6408
Purchase      2,832                7.8450
Purchase      3,330                7.8520
Purchase      4,522                7.7015
Purchase      61,867               7.8260
Purchase      114,371              7.8179
Purchase      148,409              7.8414
Sale          86                   7.8623
Sale          219                  7.8623
Sale          302                  7.8623
Sale          309                  7.8031
Sale          376                  7.8623
Sale          386                  7.8355
Sale          406                  7.8623
Sale          410                  7.8623
Sale          453                  7.8355
Sale          504                  7.8355
Sale          537                  7.8355
Sale          599                  7.8623
Sale          621                  7.8355
Sale          672                  7.8355
Sale          672                  7.8355
Sale          672                  7.8623
Sale          975                  7.8623
Sale          1,008                7.8355
Sale          1,008                7.8355
Sale          1,210                7.8623
Sale          1,344                7.8355
Sale          1,445                7.8012
Sale          1,525                7.8623
Sale          1,681                7.8355
Sale          1,681                7.8355
Sale          1,993                7.8623
Sale          3,800                7.8355
Sale          3,935                7.8650
Sale          344                  7.8100
Sale          1,636                7.6992
Sale          6,616                7.8078
Sale          7,700                7.8088
Sale          22,500               7.8618
Sale          48,086               7.7521
 Sale          96,738                7.7164



    (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         3,330               7.85196
 CFD               Long          6,616               7.80785
 CFD               Short         114,371             7.81790
 CFD               Long          22,500              7.86182
 CFD               Long          7,700               7.80883
 CFD               Long          1,636               7.69923
 CFD               Short         1,636               7.64076
 CFD               Short         4,522               7.70154


 (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                         30 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