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               17 MARCH 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       20,649,672      (4.25%)     1,528,176   (0.31%)
securities
(2) Derivatives     1,030,258      (0.21%)       141,710   (0.03%)
(other than
options)
(3) Options and       223,526      (0.05%)     2,703,417   (0.56%)
agreements to
purchase/sell
Total              21,903,456      (4.51%)     4,373,303   (0.90%)




(b)  Interests and short positions in relevant securities of the company, other
     than the class dealt in (Note 3)


(c)  Rights to subscribe (Note 3)

Class of relevant security:   Details

Class of                    Long                     Short
relevant
security:

                  Number                    Number
                                 (%)                       (%)
(1) Relevant
securities

(2) Derivatives
(other than
options)

(3) Options and
agreements to
purchase/sell

Total




3.   DEALINGS (Note 4)

(a)  Purchases and sales

Purchase/sale Number of Securities Price per unit
                                   (GBP)
Purchase      1,367                7.3700
Purchase      75,978               7.3700
Purchase      14,838               7.3700
Purchase      1,250                7.3974
Purchase      31,250               7.3939
Sale          750                  7.3871
Sale          450                  7.3971
Sale          1,021                7.4028
Sale          975                  7.3609
Sale          941                  7.4015
Sale          1,367                7.3700
Sale          9,582                7.3700
Sale          8,640                7.3700
Sale          295                  7.3800
Sale          70,000               7.3707
Sale          20,846               7.3751
Sale          9,486                7.3685
Sale          60,620               7.3965
Sale          15,140               7.3662
Sale          12,397               7.4050



 (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          60,620                7.3965
CFD        Long          20,846                7.3751
CFD        Long          15,140                7.3662
CFD        Long          9,486                 7.3685




(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 (GBP)

Call option         332,424             11.5476 (USD)
Put option          1,900,585           6.8400

(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 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