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               24 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              24,480,622   (3.39%)     2,067,985     (0.29%)
securities
(2) Derivatives            2,058,353   (0.28%)        50,228     (0.01%)
(other than options)
(3) Options and                    0   (0.00%)     5,175,000     (0.72%)
agreements to
purchase/sell

Total                     26,538,975   (3.67%)     7,293,213     (1.01%)



(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      3,243                6.3500
Purchase      3,156                6.3352
Sale          687                  6.3258
Sale          5,537                6.3300
Sale          28,000               6.3317
Sale          3,900                6.3300
Sale          50,000               6.3100
Sale          150,000              6.2800
Sale          134,700              6.3050
Sale          125,000              6.3000
Sale          150,000              6.3000
Sale          150,000              6.3150
Sale          100,000              6.3050
Sale          100,000              6.3000
Sale          100,000              6.2750
Sale          100,000              6.2850
Sale          150,000              6.2950
Sale          175,000              6.3200
Sale          175,000              6.3450
Sale          175,000              6.3400
Sale          175,000              6.3300



(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          28,000                6.3317
CFD        Long          3,900                 6.3300
Swap       Long          2,009,700             6.3099



(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 (Note
                varying etc.    relates (Note 7)                                         5)

Put option      Purchasing      1,000,000          6.5000    American       16.06.2006   0.5100
Put option      Purchasing      500,000            6.5000    American       16.06.2006   0.5100


(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                         25 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