Rule 8.3 - PRUDENTIAL

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  (Note 1)           BARCLAYS PLC

Company dealt in                           PRUDENTIAL PLC
Class of relevant security to which the    ORD GBP 0.05
dealings being disclosed relate (Note 2)
Date of dealing                            07 NOVEMBER 2005



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 securities     117,375,978          (4.92%)           2,304,416            (0.10%)

(2) Derivatives (other        1,853,396          (0.08%)
than options)

(3) Options and agreements    1,121,941          (0.05%)           3,444,336            (0.15%)
to purchase/sell

Total                       120,351,315          (5.05%)           5,748,752            (0.25%)


(b)  Interests and short positions in relevant securities of the company, other
     than the class dealt in (Note 3)

Class of relevant                           Long                                   Short
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                         2,000                                4.9986
Purchase                         1,500                                5.0386
Purchase                         436                                  5.0036
Purchase                         1,122                                5.0450
Purchase                         4,767                                5.0400
Purchase                         273                                  4.9986
Purchase                         166                                  4.9986
Purchase                         299                                  5.0575
Purchase                         318                                  4.9936
Purchase                         213                                  5.0490
Purchase                         234                                  4.9986
Purchase                         6,664                                5.0175
Sale                             1,292                                5.0415
Sale                             1,166                                5.0565
Sale                             200                                  4.9915
Sale                             1,110                                5.0365
Sale                             1,266                                5.0380
Sale                             466                                  5.0615
Sale                             3,179                                Transfer
Sale                             809                                  5.0515
Sale                             466                                  5.0565
Sale                             1,225                                5.0430
Sale                             116,070                              5.0472
Sale                             95,321                               5.0529
Sale                             55,000                               5.0344
Sale                             548                                  4.9741
Sale                             477                                  4.9719
Sale                             100,000                              5.0580
Sale                             646                                  5.0415


(b)  Derivatives transactions (other than options)

Product name,      Long/short (Note 6)      Number of securities (Note 7)     Price per unit (GBP)
e.g. CFD
CFD                Long                     116,070                           5.0472
CFD                Long                     95,321                            5.0529
CFD                Long                     55,000                            5.0344


(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 (Note
                varying etc.      relates (Note 7)                                      5)



(ii) Exercising

Product name, e.g. call option     Number of securities             Exercise price per unit (Note 5)



(d)  Other dealings (including new securities) (Note 4)


Nature of transaction (Note 8)          Details                         Price per unit (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                                           09 NOVEMBER 2005
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