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                            17 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     119,146,930          (4.99%)           4,561,464            (0.19%)

(2) Derivatives (other        1,832,302          (0.08%)
than options)

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

Total                       122,019,373          (5.11%)           8,005,800            (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                         11,736                               5.1020
Purchase                         13,224                               5.0805
Purchase                         5,792                                5.0611
Purchase                         288                                  5.0788
Purchase                         1,132                                5.0800
Purchase                         1,291                                5.0985
Purchase                         365                                  5.1090
Sale                             1,011                                5.1074
Sale                             13,224                               5.0875
Sale                             1,400                                5.0314
Sale                             366                                  5.0377
Sale                             133                                  5.0427
Sale                             298                                  5.0564
Sale                             120                                  5.0727
Sale                             683                                  5.0864
Sale                             420                                  5.0881
Sale                             249                                  5.1010


(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                    11,736                            5.1020
CFD                Short                    13,224                            5.0805
CFD                Long                     1,011                             5.1074
CFD                Long                     13,224                            5.0875


(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                                           18 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