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                            21 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     126,071,900          (5.28%)           1,981,070            (0.08%)

(2) Derivatives (other        2,760,177          (0.12%)             758,542            (0.03%)
than options)

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

Total                       129,872,218          (5.44%)           6,183,948            (0.25%)


(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                   650                                      5.2638
Purchase                   10,688                                   5.2670
Purchase                   14,775                                   5.2670
Purchase                   14,474                                   5.2670
Purchase                   421,170                                  5.2670
Purchase                   8,893                                    5.2670
Purchase                   3,993                                    5.2525
Purchase                   14,853                                   5.2670
Purchase                   34,162                                   5.2670
Purchase                   9,201                                    5.2631
Purchase                   27,805                                   5.2670
Purchase                   23,243                                   5.2631
Purchase                   21,842                                   5.2670
Purchase                   8,203                                    5.2670
Purchase                   31,904                                   5.2670
Purchase                   10,147                                   5.2670
Purchase                   24,431                                   5.2670
Purchase                   166,644                                  5.2670
Purchase                   2,869                                    5.2800
Purchase                   20,138                                   5.2670
Purchase                   602,123                                  5.2670
Purchase                   24,891                                   5.2670
Purchase                   42,942                                   5.2670
Purchase                   1,477                                    5.2800
Purchase                   101,214                                  5.2768
Purchase                   37,792                                   5.2670
Purchase                   23,499                                   5.2670
Purchase                   63,319                                   5.2670
Purchase                   32,540                                   5.2670
Purchase                   36,167                                   5.2804
Purchase                   20,992                                   5.2670
Purchase                   33,227                                   5.2631
Purchase                   7,374                                    5.2670
Purchase                   11,467                                   5.2670
Purchase                   39,643                                   5.2670
Purchase                   10,764                                   5.2670
Purchase                   7,251                                    5.2670
Purchase                   13,207                                   5.2670
Sale                       1,495                                    5.1827
Sale                       355                                      5.1827
Sale                       1,400                                    5.2611
Sale                       295                                      5.2661
Sale                       450                                      5.1614
Sale                       94                                       5.1864
Sale                       180,957                                  5.2673
Sale                       19,230                                   5.2595
Purchase                   2,221                                    5.2776
Purchase                   16,000                                   5.2512
Purchase                   19,230                                   5.2510


(b)  Derivatives transactions (other than options)


 Product     Long/Short    Number of Securities         Price Per
 name,       (Note 6)      (Note 7)                     Unit (GBP)
 e.g. CFD
 CFD         Long                       180,957         5.2673
 CFD         Long                        19,230         5.2595
 CFD         Short                        2,221         5.2776
 CFD         Short                       16,000         5.2512
 CFD         Short                       19,230         5.2510
 CFD         Short                       10,239         5.2800



 (c)  Options transactions in respect of existing securities

 (i)  Writing, selling, purchasing or varying

 Product    Writing,    Number of   Exerc  Type,      Expi Option
 name,      selling,    securities  ise    e.g.       ry   money
 e.g. call  purchasing  to which    price  American,  date paid/recei
 option     , varying   the option         European        ved per
            etc.        relates            etc.            unit (Note
                        (Note 7)                           5)


 (ii) Exercising

 Product name, e.g.   Number of          Exercise price per
 call option          securities         unit (Note 5)


 (d)  Other dealings (including new securities) (Note 4)


 Nature of transaction  Details          Price per unit
 (Note 8)                                (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                         22 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