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               14 JULY 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          17,567,780   (3.62%)     3,254,721   (0.67%)
securities
(2) Derivatives        2,079,049   (0.43%)        94,757   (0.02%)
(other than
options)
(3) Options and           32,013   (0.01%)             0   (0.00%)
agreements to
purchase/sell
Total                 19,678,842   (4.05%)     3,349,478   (0.69%)




(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      719                  7.5000
Purchase      2,944                7.4450
Purchase      7,053                7.4450
Purchase      21,881               7.4450
Purchase      3,971                7.4450
Purchase      194                  7.5008
Purchase      8,799                7.4465
Purchase      11,000               7.4832
Purchase      20,136               7.4814
Purchase      25,000               7.4812
Sale          2,944                7.4450
Sale          194                  7.4792
Sale          676                  7.4740
Sale          5,800                7.4989
Sale          7,417                7.4700
Sale          14,039               7.4490
Sale          16,318               7.4928
Sale          80,942               7.4657



  (b)  Derivatives transactions (other than options)
Product name,   Long/Short       Number of      Price per unit
(e.g. CFD)      (Note 6)         Securities     (GBP)
CFD             Short            194            7.4792
CFD             Short            5,800          7.4988
CFD             Short            14,039         7.4489
CFD             Short            16,318         7.4928
CFD             Long             194            7.5007
CFD             Long             8,799          7.4464
CFD             Long             11,000         7.4831
CFD             Long             25,000         7.4811


(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                         17 JULY 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