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               23 April 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        44,375,961  4.59%            766,688  0.08%
securities
(2) Derivatives        566,405  0.06%            225,795  0.02%
(other than
options)
(3) Options and              0  0.00%                  0  0.00%                   
agreements to
purchase/sell

Total               44,942,366  4.64%            992,483  0.10%


(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      16,397               11.2650
Purchase      50,000               11.2842
Purchase      7,869                11.2650
Purchase      399                  11.2500
Purchase      50,000               11.1000
Purchase      34,476               11.2835
Purchase      1,724                11.2862
Purchase      80,000               11.0906
Sale          284                  11.2850
Sale          12,629               11.2937
Sale          633                  11.2850
Sale          1,344                11.2862
Sale          50,000               11.2847
Sale          10                   11.2890
Sale          498                  11.2859
Sale          517                  11.2859
Sale          889                  11.2650


(b)  Derivatives transactions (other than options)
Product name     Long/Short     Number of          Price Per Unit  
                                Securities         
CFD              Short          34476              11.2834
CFD              Short          50000              11.2841
CFD              Short          1724               11.2861
CFD              Long           50000              11.2846
CFD              Long           10                 11.289
CFD              Long           12629              11.2936
             
             
(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                         24 April 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