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               28 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         19,135,067    (3.94%)       736,112   (0.15%)
securities
(2) Derivatives         377,930    (0.08%)       114,528   (0.02%)
(other than
options)
(3) Options and               0    (0.00%)     2,926,944   (0.60%)
agreements to
purchase/sell
Total                19,512,997    (4.02%)     3,777,584   (0.78%)



(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      152,222              7.0675
Purchase      150                  7.1022
Purchase      457                  7.0691
Purchase      3,930                7.0950
Purchase      1,490                7.0690
Purchase      19,228               7.0550
Sale          1,579                7.0509
Sale          285                  7.0459
Sale          201                  7.0565
Sale          19,500               7.0946
Sale          5,764                7.0600
Sale          40,848               7.0634



(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          40,848                7.0634
CFD        Short         1,490                 7.0690
CFD        Short         19,228                7.0550



(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 (Note
                varying etc.      relates (Note 7)                                      5)


(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                         01 MARCH 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