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               05 June 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        42,903,614  4.43%          637,251    0.07%
securities
(2) Derivatives        160,871  0.02%        1,487,041    0.15%
(other than
options)
(3) Options and        130,768  0.01%          130,768    0.01%
agreements to
purchase/sell

Total               43,195,253  4.46%        2,255,060    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      18,425               11.2450
Purchase      1,042                11.2450
Purchase      518                  11.2450
Purchase      425                  11.2450
Purchase      6,627                11.2900
Purchase      767                  11.2450
Purchase      9,780                11.2450
Purchase      10,322               11.2450
Sale          4,207                11.2475
Sale          4,053                11.2475
Sale          21,517               11.2475
Sale          4,672                11.2475
Sale          4,454                11.2475
Sale          4,374                11.2475
Sale          7,808                11.2475
Sale          16,390               11.2475
Sale          6,223                11.2475
Sale          4,704                11.2475
Sale          3,219                11.2475
Sale          3,980                11.2475
Sale          7,280                11.2475
Sale          5,987                11.2475
Sale          147,066              11.2475
Sale          18,770               11.2475
Sale          4,368                11.2475
Sale          6,627                11.2900
Sale          3,379                11.2475

(b)  Derivatives transactions (other than options)
Product name     Long/Short     Number of          Price Per Unit  
                                Securities 

             
             
(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                         06 June 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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