Rule 8.3 - BOOTS 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               16 DECEMBER 2005



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        26,188,732     (3.63%)    1,274,547    (0.18%)
securities
(2) Derivatives         12,675     (0.00%)      264,148    (0.04%)
(other than
options)
(3) Options and        600,000     (0.08%)   13,632,200    (1.89%)
agreements to
purchase/sell
Total               26,801,407     (3.71%)   15,170,895    (2.10%)



(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       11                   6.0100
Purchase       12,541               5.9400
Purchase       572                  6.0061
Purchase       55,297               6.0100
Purchase       601                  5.9450
Purchase       900,000              6.0000
Purchase       4,516                6.0100
Purchase       1,634                6.0100
Purchase       15,204               6.0100
Sale           1,000                5.9616
Sale           500                  6.0058
Sale           4,000                5.9361
Sale           650                  5.9261
Sale           788                  5.9450
Sale           328                  5.9450
Sale           7,955                5.9293
Sale           878                  5.9450
Sale           51,982               5.9969
Sale           2,000,000            6.0100
Sale           12,541               5.9400
Sale           150                  5.9500
Sale           7,924                5.9450
Sale           6,169                6.0047



(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          51,982                5.9969



(c)  Options transactions in respect of existing securities

(i)  Writing, selling, purchasing or varying

Product     Writing,     Number of    Exercise    Type,e.g.     Expiry   Option money
name,       selling,     securities   price       American,     date     paid/received
e.g. call   purchasing   to which                 European               per unit (note 5)
option      , varying    the option               etc.
            etc.         relates
                         (Note 7)

(ii) Exercising

Product name, e.g.  Number of           Exercise price per
call option         securities          unit (Note 5)

Call Option         600,000             6.9000
Put Option          1,200,000           5.6000
Put Option          1,000,000           6.0000
Put Option          1,000,000           6.0000
Put Option          2,000,000           6.5000
Call Option         1,000,000           6.5000
Put Option          600,000             5.5000

(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                         19 DECEMBER 2005
Contact name                               BARCLAYS CORPORATE SECRETARIAT
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