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               26 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              26,019,344    (3.60%)    2,819,366    (0.39%)
securities
(2) Derivatives            2,808,323    (0.39%)      823,172    (0.11%)
(other than options)
(3) Options and                    0    (0.00%)    5,175,000    (0.72%)
agreements to
purchase/sell
Total                     28,827,667    (3.99%)    8,817,538    (1.22%)


(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      1,500                6.3604
Purchase      3,694                6.3930
Purchase      5,820                Transfer
Purchase      72,916               6.3186
Purchase      18,800               6.3128
Purchase      490,000              11.4279 (USD)
Sale          1,950                6.3758
Sale          728                  6.3870
Sale          720                  6.3577
Sale          50,000               6.3600
Sale          2,883                6.3391
Sale          93,844               6.2950
Sale          12,278               6.4079
Sale          389                  6.4300
Sale          31,511               6.4061


(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          12,278                6.4079
CFD        Long          389                   6.4300
CFD        Long          31,511                6.4061
CFD        Short         72,916                6.3186
CFD        Short         18,800                6.3128
CFD        Short         490,000               11.4279 (USD)
CFD        Long          245,000               22.9480 (USD)
(ADR rep 2
Ord)


The following transaction took place on 25 January 2006.

Product    Long/Short    Number of Securities  Price Per
name,      (Note 6)      (Note 7)              Unit (GBP)
e.g. CFD

CFD        Long          125,000               22.9992 (USD)
(ADR rep 2
Ord)



(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)



(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                         27 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