Rule 8.3 - BOOTS PLC

FORM 8.3

DEALINGS BY PERSONS WHO OWN OR CONTROL 1% OR MORE OF ANY CLASS OF RELEVANT SECURITY
(Rule 8.3 of The City Code on Takeovers and Mergers)

Name of purchaser/vendor *                         BARCLAYS PLC
Company dealt in                                   BOOTS PLC
Relevant security dealt in                         ORD GBP 0.25

If a connected EFM, name of offeree/offeror with
which connected

If a connected EFM, nature of connection #

Date of dealing                                    17 OCTOBER 2005

DEALINGS †

Amount bought                                      Price per unit (currency must be stated)
9,405                                              6.3056

Amount sold                                        Price per unit (currency must be stated)
46,100                                             6.2942
9,405                                              6.3244

Resultant total amount and percentage of the
same relevant security owned or controlled         24,412,292 (3.41%)


IS A SUPPLEMENTAL FORM 8 (DERIVATIVE)/FORM 8 (OPTION) ATTACHED? YES

Date of disclosure  18 OCTOBER 2005
Contact name        BARCLAYS CORPORATE SECRETARIAT
Telephone number    0207 116 2913

* Specify the owner or controller in addition to the person dealing. The naming of nominees or vehicle companies is
insufficient.

In the case of disclosure of dealings by fund managers on behalf of discretionary clients, the clients need not be
named.

# See the definition of "connected fund managers and principal traders" in the Definitions Section of the Code.

† If disclosing dealings/holdings in derivatives or options, please attach Supplemental Form 8 (Derivative) or
Supplemental

Form 8 (Option), as appropriate.

For details of the Code's dealing disclosure requirements, see Rule 8 and its Notes which can be viewed on the Takeover
Panel's website at www.thetakeoverpanel.org.uk.

SUPPLEMENTAL FORM 8 (DERIVATIVE)

DEALINGS/HOLDINGS IN DERIVATIVES
(This form should be attached to Form 8.1, Form 8.1(b)(ii), Form 8.2 or Form 8.3, as appropriate)

Description of all derivative products disclosed   CFD - A purchaser of a CFD will realise a gain
on this form                                       if the price of the underlying security goes up.
                                                   A seller of a CFD will realise a gain if the
                                                   price of the underlying security goes down. The
                                                   CFD contracts are open ended and there is no
                                                   rollover into new contracts.

Full details of any agreement, arrangement or      None
understanding between the person disclosing and
any other person 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.


WRITING/ENTERING INTO A DERIVATIVE
Product name   Transaction    Writing/        Number of        Reference price   Maturity date
eg long CFD    date           entering into   securities       (currency
                              (indicate as    to which the     must be stated)
                              applicable)     derivative
                                              is referenced
Long CFD       17/10/2005     Written         46,100           6.2942
Long CFD       17/10/2005     Written         9,405            6.3244
Short CFD      17/10/2005     Written         9,405            6.3056


CLOSING OUT A DERIVATIVE

Product name   Transaction   Number of securities      Reference price     Closing out price
eg long CFD    date          to which the derivative   (currency must be   (currency must be
                             is referenced             stated)             stated)



DETAILS OF OPEN DERIVATIVES (excluding any transaction set out above)

Product name   Transaction    Writing/        Number of        Reference price   Maturity date
eg long CFD    date           entering into   securities       (currency
                              (indicate as    to which the     must be stated)
                              applicable)     derivative
                                              is referenced
Short CFD      28/11/2001     Entered into    56,153           5.9613
Long CFD       06/12/2001     Entered into    15,575           6.0975
Long CFD       11/12/2001     Entered into    8,598            5.8347
Long CFD       13/12/2001     Entered into    23,502           5.7900
Long CFD       10/01/2002     Entered into    8,478            5.8601
Long CFD       01/03/2002     Entered into    93,885           6.3850
Long CFD       15/03/2002     Entered into    25,230           6.3675
Long CFD       19/03/2002     Entered into    54,627           6.5234
Long CFD       19/03/2002     Entered into    63,544           6.5234
Long CFD       16/04/2002     Entered into    26,001           6.9023
Short CFD      19/06/2002     Entered into    148,512          6.2381
Short CFD      25/06/2002     Entered into    476,766          6.3342
Short CFD      27/06/2002     Entered into    368,170          6.1789
Short CFD      27/06/2002     Entered into    32,713           6.1789
Short CFD      02/07/2002     Entered into    23,693           6.3875
Short CFD      02/07/2002     Entered into    19,555           6.3875
Short CFD      04/07/2002     Entered into    32,052           6.2998
Short CFD      09/07/2002     Entered into    23,068           6.6194
Short CFD      12/07/2002     Entered into    39,559           6.1328
Short CFD      12/07/2002     Entered into    17,558           6.1328
Short CFD      17/07/2002     Entered into    51,471           5.8550
Short CFD      17/07/2002     Entered into    12,897           5.8550
Short CFD      23/07/2002     Entered into    35,375           5.6847
Short CFD      12/09/2002     Entered into    117,154          5.6068
Short CFD      20/09/2002     Entered into    118,416          5.0627
Long CFD       17/10/2002     Entered into    182,262          5.8498
Short CFD      09/01/2003     Entered into    37,526           5.7525
Short CFD      09/01/2003     Entered into    47,679           5.7525
Short CFD      16/01/2003     Entered into    66,002           5.4879
Short CFD      16/01/2003     Entered into    24,322           5.4879
Short CFD      17/01/2003     Entered into    9,141            5.4186
Short CFD      05/02/2003     Entered into    26,113           5.2865
Short CFD      05/02/2003     Entered into    38,097           5.2865
Long CFD       28/02/2003     Entered into    119,239          5.5215
Short CFD      28/02/2003     Entered into    119,239          5.5215
Short CFD      10/03/2003     Entered into    50,663           5.2100
Long CFD       07/05/2003     Entered into    180,735          5.8567
Long CFD       29/05/2003     Entered into    150,979          6.2379
Long CFD       01/07/2003     Entered into    92,000           6.4400
Short CFD      01/07/2003     Entered into    92,000           6.4400
Long CFD       12/08/2003     Entered into    22,670           6.5700
Long CFD       14/08/2003     Entered into    51,830           6.5675
Long CFD       15/08/2003     Entered into    40,390           6.6270
Long CFD       21/08/2003     Entered into    94,225           6.6531
Short CFD      26/08/2003     Entered into    21,645           6.6667
Short CFD      29/08/2003     Entered into    101,814          6.6347
Short CFD      01/09/2003     Entered into    30,431           6.6200
Long CFD       29/09/2003     Entered into    144,533          6.5450
Short CFD      29/09/2003     Entered into    144,533          6.5450
Long CFD       29/10/2003     Entered into    113,273          6.9756
Long CFD       14/11/2003     Entered into    16,217           7.4063
Long CFD       06/01/2004     Entered into    103,329          6.8464
Long CFD       08/01/2004     Entered into    18,222           6.8900
Long CFD       16/01/2004     Entered into    19,011           6.8450
Short CFD      20/01/2004     Written         27,500           7.0564
Short CFD      20/01/2004     Entered into    28,110           7.0467
Long CFD       22/01/2004     Written         15,800           7.1460
Short CFD      22/01/2004     Entered into    16,816           7.0675
Long CFD       23/01/2004     Written         16,500           7.1077
Short CFD      27/01/2004     Written         20,100           7.0516
Short CFD      30/01/2004     Written         3,800            7.0208
Short CFD      02/02/2004     Written         8,600            7.0108
Long CFD       03/02/2004     Written         9,400            6.9665
Long CFD       04/02/2004     Written         4,700            7.0142
Short CFD      05/02/2004     Written         600              7.1009
Long CFD       06/02/2004     Written         30,800           7.2741
Long CFD       09/02/2004     Written         39,200           7.2901
Long CFD       10/02/2004     Written         5,900            7.3041
Long CFD       10/02/2004     Entered into    85,825           7.3073
Short CFD      12/02/2004     Written         900              7.4009
Short CFD      17/02/2004     Written         700              7.4959
Short CFD      19/02/2004     Written         14,200           7.4914
Short CFD      20/02/2004     Written         20,400           7.4924
Short CFD      23/02/2004     Written         1,500            7.4459
Short CFD      24/02/2004     Written         1,400            7.4409
Short CFD      02/03/2004     Written         3,000            7.4589
Short CFD      03/03/2004     Written         1,600            7.4009
Short CFD      24/03/2004     Written         18,000           7.0358
Short CFD      26/03/2004     Written         157,500          6.3116
Short CFD      30/03/2004     Written         3,600            6.1957
Short CFD      31/03/2004     Written         1,000            6.1757
Long CFD       01/04/2004     Written         900              6.1943
Long CFD       02/04/2004     Written         600              6.2243
Short CFD      05/04/2004     Written         600              6.2008
Long CFD       07/04/2004     Written         5,400            6.4242
Long CFD       08/04/2004     Written         18,600           6.4632
Short CFD      13/04/2004     Written         17,100           6.3080
Short CFD      13/04/2004     Entered into    55,848           6.4236
Short CFD      13/04/2004     Entered into    15,603           6.4236
Short CFD      14/04/2004     Written         6,000            6.2357
Short CFD      16/04/2004     Written         900              6.1957
Long CFD       19/04/2004     Written         2,000            6.2842
Short CFD      20/04/2004     Written         31,000           6.3000
Short CFD      21/04/2004     Written         700              6.2908
Short CFD      22/04/2004     Written         2,600            6.2057
Short CFD      26/04/2004     Written         1,300            6.1557
Short CFD      27/04/2004     Written         1,500            6.1107
Short CFD      28/04/2004     Written         3,700            6.0057
Long CFD       30/04/2004     Written         3,400            6.1043
Short CFD      06/05/2004     Written         3,300            6.0107
Long CFD       07/05/2004     Written         2,000            6.0643
Long CFD       12/05/2004     Written         1,700            6.1093
Long CFD       13/05/2004     Written         14,600           6.2358
Long CFD       18/05/2004     Written         10,300           6.2844
Long CFD       19/05/2004     Written         33,800           6.3463
Long CFD       20/05/2004     Written         21,300           6.2992
Long CFD       24/05/2004     Written         39,700           6.3555
Long CFD       25/05/2004     Written         9,100            6.2942
Long CFD       26/05/2004     Written         1,100            6.3192
Long CFD       27/05/2004     Written         55,000           6.6851
Long CFD       28/05/2004     Written         25,400           6.5737
Short CFD      01/06/2004     Written         27,800           6.5644
Long CFD       03/06/2004     Written         5,000            6.6192
Long CFD       04/06/2004