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               19 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          17,332,955   (3.57%)     3,405,557   (0.70%)
securities
(2) Derivatives        2,104,110   (0.43%)       109,057   (0.02%)
(other than
options)
(3) Options and           32,013   (0.01%)             0   (0.00%)
agreements to
purchase/sell
Total                 19,469,078   (4.01%)     3,514,614   (0.72%)




(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      403                  Transfer
Purchase      403                  Transfer
Purchase      554                  Transfer
Purchase      1,191                Transfer
Purchase      1,995                7.4600
Purchase      4,986                7.4630
Purchase      14,626               7.5150
Purchase      48,491               7.4769
Purchase      5,800                7.4787
Purchase      796                  7.4407
Purchase      1,500                7.5111
Sale          103                  7.4630
Sale          403                  Transfer
Sale          4,986                7.4630
Sale          39,818               7.4775
Sale          57,521               7.4684
Sale          2,646                7.4814
Sale          796                  7.4742
Sale          3,500                7.4548
Sale          51,626               7.4859



  (b)  Derivatives transactions (other than options)
Product name,     Long/Short     Number of      Price per
(e.g. CFD)        (Note 6)       Securities     unit (GBP)
CFD               Long           796            7.4407
CFD               Long           1,500          7.5111
CFD               Long           5,800          7.4787
CFD               Short          796            7.4742
CFD               Short          3,369          7.5142
CFD               Short          3,500          7.4548
CFD               Short          15,000         7.5135
CFD               Short          33,257         7.4706


(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                         20 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