Rule 8.3 - ALLIANCE BOOTS PLC

    FORM 8.3                                    

   DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE    

                        (Rule 8.3 of the Takeover Code)                        

1. KEY INFORMATION

Name of person dealing (Note 1) Prudential Plc / M&G Investment Management     
                                Limited                                        
                                                                               
Company dealt in                Alliance Boots plc                             
                                                                               
Class of relevant security to   Ord GBP0.37179482                              
which the dealings being                                                       
disclosed relate (Note 2)                                                      
                                                                               
Date of dealing                 01 May 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 securities         10,960,674     1.13%                           
                                                                               
(2) Derivatives (other than                                                    
options)                                                                       
                                                                               
(3) Options and agreements to                                                  
purchase/sell                                                                  
                                                                               
Total                           10,960,674     1.13%                           

(b) Interests and short positions in relevant securities of the company, other
than the class dealt in (Note 3)

Class of relevant security:              Long                    Short         
                                                                               
                                  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 (Note 5)   
                                                                               
SALE                       185,803                   11.21250GBP               
                                                                               
SALE                       293,065                   11.21000GBP               

(b) Derivatives transactions (other than options)

Product name,  Long/short (Note  Number of securities     Price per unit (Note 
               6)                (Note 7)                 5)                   
e.g. CFD                                                                       
                                                                               

(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     
              selling,    securities to          American,          money      
e.g. call     purchasing, which the     price    European   date               
option        varying     option                 etc.               paid/      
              etc.        relates (Note                             received   
                          7)                                        per unit   
                                                                    (Note 5)   
                                                                               

(ii) Exercising

Product name, e.g. call    Number of securities      Exercise price per unit   
option                                               (Note 5)                  
                                                                               

(d) Other dealings (including new securities) (Note 4)

Nature of transaction      Details                   Price per unit (if        
(Note 8)                                             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.                                                                        
                                                                               
None                                                                           

Is a Supplemental Form 8 attached? (Note 9) NO

Date of disclosure                           02 May 2007                       
                                                                               
Contact name                                 Emma Thompson                     
                                                                               
Telephone number                             020 7548 2293                     
                                                                               
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



END