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                            15 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     117,596,846          (4.93%)           4,342,094            (0.18%)

(2) Derivatives (other      2,072,904            (0.09%)
than options)

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

Total                       120,709,891          (5.06%)           7,786,430            (0.32%)


(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                         7,883                                5.0505
Purchase                         41,019                               5.0627
Purchase                         4,400                                5.0506
Purchase                         11,764                               5.1105
Purchase                         727                                  5.0550
Purchase                         249                                  5.0688
Purchase                         220                                  5.0738
Purchase                         300,000                              5.0750
Purchase                         5,007                                5.0965
Purchase                         5,143                                5.0975
Purchase                         700                                  5.0986
Purchase                         47,690                               5.1000
Purchase                         95                                   5.1059
Purchase                         13,000                               5.1088
Purchase                         120                                  5.1086
Purchase                         753                                  5.1123
Purchase                         15,648                               5.1228
Purchase                         1,450                                5.1275
Sale                             404                                  5.0975
Sale                             81,092                               5.1023
Sale                             11,764                               5.1045
Sale                             2,605                                5.0450
Sale                             2,605                                5.0750
Sale                             227                                  5.0977
Sale                             116,454                              5.1000
Sale                             3,848                                5.1077
Sale                             800                                  5.1264



(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                Short                    7,883                             5.0505
CFD                Short                    41,019                            5.0627
CFD                Short                    4,400                             5.0506
CFD                Short                    11,764                            5.1105
CFD                Long                     404                               5.0975
CFD                Long                     81,092                            5.1023
CFD                Long                     11,764                            5.1045
CFD                Long                     2,714                             5.1000



(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                                           16 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