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 0.37179482
to which the dealings being
disclosed relate (Note 2)
Date of dealing               28 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          20,552,269   (4.23%)      3,923,012  (0.81%)
securities
(2) Derivatives        2,084,103   (0.43%)         98,857  (0.02%)
(other than
options)
(3) Options and           32,013   (0.01%)              0  (0.00%)
agreements to
purchase/sell

Total                 22,668,385   (4.67%)      4,021,869  (0.83%)


(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      21,028               8.0650
Purchase      49,841               8.0650
Purchase      777                  7.8750
Purchase      4,316                8.0352
Purchase      4,436                8.0352
Purchase      6,217                8.0352
Purchase      6,244                8.0352
Purchase      8,114                8.0352
Purchase      9,114                8.0352
Purchase      10,301               8.0650
Purchase      11,828               8.0352
Purchase      14,487               8.0352
Purchase      15,000               8.0352
Purchase      16,610               8.0352
Purchase      17,161               7.9642
Purchase      28,880               8.0352
Purchase      31,557               8.0352
Purchase      31,793               8.0352
Purchase      32,020               8.0352
Purchase      34,602               8.0352
Purchase      37,732               8.0650
Purchase      55,101               8.0352
Purchase      59,291               8.0352
Purchase      69,445               8.0352
Purchase      81,967               8.0352
Purchase      88,748               8.0352
Purchase      106,086              8.0650
Purchase      298,129              8.0352
Purchase      301,225              8.0650
Purchase      561,869              8.0352
Purchase      898,911              8.0352
Purchase      55                   8.0650
Purchase      196                  7.9650
Purchase      1,800                7.7700
Purchase      6,450                7.9210
Purchase      79,848               7.9096
Purchase      89,221               7.8277
Purchase      169,149              7.9490
Sale          395                  7.9156
Sale          403                  7.1709
Sale          1,400                7.8388
Sale          2,694                8.0000
Sale          5,417                7.9134
Sale          12,374               7.9116
Sale          17,043               8.0634
Sale          25,814               7.9937
Sale          39,100               7.9198
Sale          66,418               8.0634
Sale          73,899                8.0634


NB: The below transaction which
was disclosed 05/04/06 has been
cancelled:
Purchase/sale Number of Securities  Price per unit
                                   (GBP)
Sale          600                   7.1709


  (b)  Derivatives transactions
        (other than options)
Product name,    Long/Short       Number of      Price per unit
(e.g. CFD)       (Note 6)         Securities     (GBP)
CFD              Short            1,400          7.8388
CFD              Short            5,417          7.9134
CFD              Short            17,043         8.0633
CFD              Short            39,100         7.9198
CFD              Short            66,418         8.0633
CFD              Short            73,899         8.0633
CFD              Long             1,800          7.7700
CFD              Long             6,450          7.9209
CFD              Long             37,939         7.9993
CFD              Long             131,210        7.9345


(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                         31 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