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                            09 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                       117,118,201 (4.91%)                       4,575,328 (0.19%)

(2) Derivatives (other                          2,403,420 (0.10%)
than options)

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

Total                                         120,561,762 (5.05%)                       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                         12,662                               Transfer
Purchase                         102                                  5.0486
Purchase                         1,798                                5.0536
Purchase                         534                                  5.0636
Purchase                         410                                  5.0689
Purchase                         125                                  5.0785
Purchase                         522,292                              522,292
Purchase                         600                                  5.0935
Purchase                         4,437                                5.0814
Purchase                         40,739                               5.0627
Purchase                         3,183                                5.0700
Sale                             123,694                              Transfer
Sale                             2,330                                5.0514
Sale                             850                                  5.0564
Sale                             140                                  5.0577
Sale                             1,883                                5.0664
Sale                             256                                  5.0714
Sale                             3,694                                5.0764
Sale                             933                                  5.0773
Sale                             810                                  5.0814
Sale                             1,866                                5.0861
Sale                             598                                  5.0864
Sale                             504                                  5.0914
Sale                             434                                  5.1000
Sale                             1,522                                5.1014
Sale                             754                                  5.1114
Sale                             7,600                                5.0955
Sale                             21,665                               5.0450
Sale                             22,171                               5.0900
Sale                             174,309                              5.0869
Sale                             722                                  5.0642



(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                     7,600                             5.0955
CFD                Long                     21,665                            5.0450
CFD                Long                     22,171                            5.0900
CFD                Long                     174,309                           5.0869
CFD                Long                     722                               5.0642
CFD                Short                    4,437                             5.0814
CFD                Short                    40,739                            5.0627
CFD                Short                    3,183                             5.0700



(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