AB. 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               15 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        44,551,765  4.60%         502,023     0.05%
securities
(2) Derivatives        162,984  0.02%       1,608,437     0.17%
(other than
options)
(3) Options and        125,252  0.01%         125,252     0.01%            
agreements to
purchase/sell

Total               44,840,001  4.63%       2,235,712     0.23%


(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      6                    11.2267
Purchase      95                   11.2250
Purchase      62,817               11.2320
Purchase      4,162                11.2200
Purchase      314                  Transfer
Purchase      535                  11.2300
Purchase      27                   Transfer
Purchase      16,154               11.2250
Purchase      223                  11.2400
Purchase      27,210               11.2324
Purchase      641                  11.2250
Purchase      32,206               11.2250
Purchase      5,266                11.2250
Purchase      475                  11.2250
Purchase      161                  Transfer
Sale          477,339              11.2275
Sale          4,162                11.2200
Sale          470                  11.2259
Sale          700                  11.2259
Sale          24,072               11.2285
Sale          1,731                11.2259

(b)  Derivatives transactions (other than options)
Product name     Long/Short     Number of          Price Per Unit  
                                Securities         
CFD              Short          6                  11.2266
CFD              Short          27210              11.2323
CFD              Long           24072              11.2284
             
             
(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                         16 May 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

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