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               13 JANUARY 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           26,394,004  (3.65%)        952,718  (0.13%)
securities
(2) Derivatives            76,535  (0.01%)        173,165  (0.02%)
(other than
options)
(3) Options and                 0  (0.00%)      3,675,000  (0.51%)
agreements to
purchase/sell
Total                  26,470,539  (3.66%)      4,800,883  (0.66%)



(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      162,115              6.4711
Purchase      7,171                6.4400
Purchase      15,860               6.4690
Sale          356                  6.4614
Sale          700                  6.4614
Sale          700                  6.4614
Sale          637                  6.4611
Sale          634                  6.5000
Sale          450                  6.4608
Sale          1,000                6.4608
Sale          2,170                6.4611
Sale          1,000                6.4614
Sale          1,000                6.4608
Sale          750                  6.5000
Sale          1,500                6.3614
Sale          400                  6.5000
Sale          750                  6.5000
Sale          333                  6.4611
Sale          440                  6.5000
Sale          1,000                6.5000
Sale          364                  6.5000
Sale          700                  6.5000
Sale          1,500                6.5000
Sale          1,000                6.5000
Sale          850                  6.4708
Sale          600                  6.5000
Sale          400                  6.5000
Sale          700                  6.4611
Sale          1,000                6.5000
Sale          800                  6.5000
Sale          500                  6.4511
Sale          2,000                6.4658
Sale          7,900                6.5400




(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          7,900                 6.5400
CFD        Short         15,860                6.4690




(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)




(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                         16 JANUARY 2006
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