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               14 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        47,403,258  4.90%        1,130,770    0.12%
securities
(2) Derivatives        843,289  0.09%           64,780    0.01%
(other than
options)
(3) Options and             0   0.00%                0    0.00%                   
agreements to
purchase/sell

Total               48,246,547  4.99%        1,195,550    0.12%


(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      11,883               9.9650
Purchase      35,600               10.1386
Purchase      1,500                10.2050
Purchase      498                  10.1150
Purchase      65,125               10.1010
Purchase      16,500               10.1638
Purchase      513                  Transfer
Purchase      31,233               10.1229
Sale          402                  10.1609
Sale          11,883               9.9650
Sale          7,632                10.1143
Sale          77,670               10.1132
Sale          1,248                10.1700
Sale          385                  10.1609
Sale          1,598                10.1709
Sale          7,644                10.1700
Sale          440                  10.1759
Sale          366                  10.1509
Sale          332                  10.1765
Sale          655                  10.1150
Sale          1,600                10.1112
Sale          84,300               10.1645

(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          31233              10.1228
CFD              Short          35600              10.1385
CFD              Short          16500              10.1637
CFD              Short          1500               10.205
CFD              Long           1600               10.1112
CFD              Long           77670              10.1132
CFD              Long           84300              10.1644
CFD              Long           7644               10.17

(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                         15 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