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               28 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        43,797,452  4.53%          746,673    0.08%
securities
(2) Derivatives        559,667  0.06%           28,459    0.00%
(other than
options)
(3) Options and             0   0.00%                0    0.00%                   
agreements to
purchase/sell

Total               44,357,119  4.58%          775,132    0.08%


(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      104,761              10.1765
Purchase      16,000               10.1700
Purchase      1,800                10.1950
Purchase      19                   10.1300
Purchase      851                  10.1300
Purchase      2,487                10.3500
Purchase      1,407                10.1646
Sale          698                  10.1611
Sale          490                  10.1300
Sale          399                  10.1715
Sale          2,487                10.3500
Sale          4,984                10.1300
Sale          8,500                10.1461
Sale          6,400                10.1856
Sale          149,558              10.1300

(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          16000              10.17
CFD              Short          104761             10.1764
CFD              Short          1800               10.195
CFD              Long           8500               10.1461
CFD              Long           6400               10.1856

(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                         29 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