Rule 8.3 - BOOTS GROUP PLC

On Friday 10 February, Boots Group underwent a share conversion. Shares in the
SEDOL 3231078 (Old Shares) were converted into shares under SEDOL B0P7Y25 (New
Shares). The conversion rate was 58 Old Shares for 39 New Shares. The holdings
disclosed below are holdings notified as New Shares only.

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               23 FEBRUARY 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              18,965,947    (3.90%)      687,646    (0.14%)
securities
(2) Derivatives              348,964    (0.07%)      114,528    (0.02%)
(other than options)
(3) Options and                    0    (0.00%)    2,926,944    (0.60%)
agreements to
purchase/sell

Total                     19,314,911    (3.98%)    3,729,118    (0.77%)


(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      93,750               7.0646
Purchase      50,000               7.1000
Purchase      90,000               7.1000
Purchase      90,000               7.1000
Purchase      85,000               7.1150
Purchase      75,000               7.1350
Purchase      90,000               7.1300
Purchase      90,000               7.1400
Purchase      90,000               7.1350
Purchase      90,000               7.1300
Purchase      90,000               7.1550
Purchase      85,000               7.1400
Purchase      90,000               7.1300
Purchase      75,000               7.1350
Purchase      90,000               7.1450
Purchase      90,000               7.1550
Purchase      81,350               7.1700
Purchase      17,470               7.1149
Sale          739                  7.1009
Sale          1,200                7.1050
Sale          65,000               7.0993
Sale          688                  7.1400
Sale          20,432               7.1599
Sale          6,000                7.1881


(b)  Derivatives transactions (other than options)

Product    Long/Short    Number of Securities  Price Per
name,      (Note 6)      (Note 7)              Unit (GBP)
e.g. CFD
CFD        Long          20,432                7.1599
CFD        Long          6,000                 7.1881
CFD        Short         17,470                7.1149
Swap       Short         1,351,347             7.1329


(c)  Options transactions in respect of existing securities

(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 (Note 5)



(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                         24 FEBRUARY 2006
Contact name                               BARCLAYS CORPORATE SECRETARIAT
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