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                            08 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     116,898,054          (4.90%)           4,575,328            (0.19%)

(2) Derivatives (other        2,225,312          (0.09%)
than options)

(3) Options and agreements    1,040,141          (0.04%)           3,444,336            (0.14%)
to purchase/sell

Total                       120,163,507          (5.03%)           8,019,664            (0.33%)


(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                         551                                  5.0585
Purchase                         414                                  5.0600
Purchase                         11,453                               5.0950
Purchase                         13,474                               5.0950
Purchase                         16,358                               Transfer
Purchase                         1,100                                5.0885
Purchase                         950                                  5.0485
Purchase                         915                                  5.0770
Purchase                         1,250                                5.0785
Purchase                         1,100                                5.0620
Purchase                         950                                  5.0685
Purchase                         1,300                                5.0785
Sale                             1,233                                5.0780
Sale                             2,400                                5.0764
Sale                             614                                  5.0577
Sale                             369                                  5.0714
Sale                             111                                  5.0764
Sale                             211                                  5.0614
Sale                             587                                  5.0764
Sale                             141,309                              5.0950
Sale                             400                                  5.0810
Sale                             612                                  5.0764
Sale                             649                                  5.0814
Sale                             635                                  5.0664
Sale                             1,520                                5.0764
Sale                             21,900                               5.0738
Sale                             2,423                                5.0591
Sale                             15,920                               5.0913
Sale                             208,380                              5.0713
Sale                             5,173                                5.0630
Sale                             123,293                              5.0806


(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                     2,423                             5.0591
CFD                Long                     123,293                           5.0816
CFD                Long                     15,920                            5.0913
CFD                Long                     208,380                           5.0713
CFD                Long                     21,900                            5.0738


(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                                          10 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