Rule 8.3 - ALLIANCE BOOTS

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              ALLIANCE BOOTS
Class of relevant security    ORD GBP0.37179482
to which the dealings being
disclosed relate (Note 2)
Date of dealing               29 March 2007

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        43,502,282  4.50%        1,000,098    0.10%
securities
(2) Derivatives        687,246  0.07%           30,007    0.00%
(other than
options)
(3) Options and             0   0.00%                0    0.00%
agreements to
purchase/sell

Total               44,189,528  4.57%        1,030,105    0.11%


(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      351,638              10.1300
Purchase      8,583                10.1300
Purchase      87,674               10.1300
Purchase      2,449                10.2700
Purchase      3,016                10.2700
Purchase      7,275                10.2700
Purchase      3,200                10.2275
Purchase      185                  10.2700
Purchase      484                  10.1680
Purchase      1,280                10.1680
Purchase      2,524                10.2700
Purchase      3,814                10.2509
Purchase      11,766               10.1300
Sale          122,791              10.2693
Sale          8,583                10.1300
Sale          87,674               10.1300
Sale          11,766               10.1300
Sale          351,638              10.1300
Sale          2,487                10.2625
Sale          3,347                10.1300
Sale          10,254               10.2498
Sale          75,000               10.2806
Sale          5,518                10.2798

NB: The below transactions which were previously disclosed have been cancelled
Deal Date  Purchase/Sale Number of Securities Price per unit (GBP)
26/03/2007 Purchase      100,000              10.3335

(b)  Derivatives transactions (other than options)
Product name,    Long/Short     Number of          Price Per Unit
(e.g. CFD)       (Note 6)       Securities         (GBP)
                                (Note 7)
CFD              Short          3200               10.2275
CFD              Short          3814               10.2509
CFD              Long           10254              10.2498
CFD              Long           122791             10.2693

(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 (GBP)
                varying etc.      relates (GBP)


(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
None

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                         30 March 2007
Contact name                               BARCLAYS COMPLIANCE
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