Rule 8.3 - PRUDENTIAL

This disclosure replaces the disclosure that was made on 09 January 2006.  The
details of the options transaction were omitted from the previous disclosure.

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              PRUDENTIAL PLC
Class of relevant security    ORD GBP 0.05
to which the dealings being
disclosed relate (Note 2)
Date of dealing               06 JANUARY 2006

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         137,639,016   (5.77%)      1,968,746  (0.08%)
securities
(2) Derivatives        2,737,747   (0.11%)      1,059,022  (0.04%)
(other than options)
(3) Options and        1,040,141   (0.04%)      6,442,236  (0.27%)
agreements to
purchase/sell
Total                141,416,904   (5.93%)      9,470,004  (0.40%)



(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      680                  5.6887
Purchase      412                  5.7036
Purchase      500                  5.6826
Purchase      206                  5.6836
Purchase      412                  5.6887
Purchase      201                  5.6877
Purchase      334                  5.7486
Purchase      829                  5.6838
Purchase      133                  5.6923
Purchase      400                  5.7536
Purchase      500                  5.6826
Purchase      690                  5.7136
Purchase      220,000              5.6800
Purchase      3,275                5.6800
Purchase      2,207                5.6800
Purchase      932                  5.6952
Purchase      7,100                5.6800
Purchase      47,380               5.7171
Sale          1,800                5.7212
Sale          400                  5.6812
Sale          361                  5.7164
Sale          4,250                5.7162
Sale          1,180                5.6823
Sale          482                  5.6812
Sale          596                  5.6764
Sale          183                  5.7414
Sale          933                  5.7212
Sale          862                  5.7214
Sale          580                  5.7023
Sale          1,166                5.7212
Sale          188                  Transfer
Sale          550                  5.6864
Sale          360                  5.6863
Sale          3,539                5.7044
Sale          19,970               5.7004
Sale          177,841              5.7523
Sale          106,365              5.7373
Sale          21,453               5.7328
Sale          80,764               5.7591
Sale          28,301               5.7500


 (b)  Derivatives transactions
 (other than options)

 Product     Long/Short    Number of Securities Price Per
 name,       (Note 6)      (Note 7)             Unit (GBP)
 e.g. CFD
 CFD         Long          202                  5.7536
 CFD         Long          106,365              5.7373
 CFD         Long          177,841              5.7523
 CFD         Long          15,600               5.7471
 CFD         Long          3,539                5.7044
 CFD         Short         932                  5.6952
 CFD         Short         7,100                5.6800
 CFD         Short         4,369                5.6750


 (c)  Options transactions in
 respect of existing securities

 (i)  Writing, selling, purchasing
 or varying

Product     Writing,     Number of    Exercise    Type,e.g.     Expiry   Option money
name,       selling,     securities   price       American,     date     paid/received
e.g. call   purchasing   to which                 European               per unit (note 5)
option      , varying    the option               etc.
            etc.         relates
                         (Note 7)
Put Option  Purchase     2,000,000     4.42       American      15/12/06 0.08p


 (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

 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                         10 JANUARY 2006
 Contact name                               BARCLAYS CORPORATE SECRETARIAT
 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