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     ORD GBP 0.05
the dealings being disclosed relate
(Note 2)
Date of dealing                         16 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 119,131,006     (4.99%)              5,162,883                (0.22%)

(2) Derivatives (other   1,843,027      (0.08%)
than options)

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

Total                   122,014,174     (5.11%)              8,607,219                (0.36%)


(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                        1,011                             5.0675
Purchase                        91,576                            5.0503
Purchase                        4,000                             5.0400
Purchase                        145,100                           5.0457
Purchase                        41,069                            Transfer
Purchase                        500,000                           5.0350
Purchase                        1,000                             5.0386
Purchase                        501                               5.0423
Purchase                        5,310                             5.0436
Purchase                        740,000                           5.0498
Purchase                        106,317                           5.0666
Purchase                        366                               5.0764
Purchase                        1,480                             5.0840
Purchase                        210                               5.0900
Purchase                        392                               5.0986
Purchase                        658                               5.1086
Purchase                        109                               5.1123
Sale                            8,895                             5.0712
Sale                            737                               Transfer
Sale                            970                               5.0277
Sale                            2,506                             5.0314
Sale                            250                               5.0414
Sale                            863                               5.0464
Sale                            1,040                             5.0477
Sale                            133                               5.0562
Sale                            650                               5.0675
Sale                            476                               5.0914
Sale                            1,189                             5.0925
Sale                            583                               5.0927
Sale                            1,230                             5.1000
Sale                            80,000                            5.1007
Sale                            933                               5.1014
Sale                            636                               5.1027
Sale                            2,146                             5.1050
Sale                            462                               5.1064
Sale                            1,240                             5.1077



(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                   1,011                           5.0675
CFD               Short                   91,576                          5.0503
CFD               Short                   4,000                           5.0400
CFD               Short                   145,100                         5.0457
CFD               Long                    8,895                           5.0712
CFD               Long                    2,915                           5.0350



(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                                       17 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