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                            23 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               128,461,754  (5.38%)                    2,341,672  (0.10%)
(2) Derivatives (other                3,417,191    (0.14%)                    767,319    (0.03%)
than options)
(3) Options and agreements            1,040,141    (0.04%)                    3,444,336  (0.14%)
to purchase/sell
Total                                 132,919,086  (5.57%)                    6,553,327  (0.27%)

(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                   441                                      5.3285
Purchase                   262                                      5.3435
Purchase                   164                                      5.2885
Purchase                   28,264                                   5.3350
Purchase                   129                                      5.2885
Purchase                   106                                      5.2685
Purchase                   71,140                                   5.3400
Purchase                   400                                      5.2985
Purchase                   337                                      5.2735
Purchase                   129                                      5.2935
Purchase                   565                                      5.3335
Purchase                   969                                      5.3273
Purchase                   7,226                                    5.3400
Sale                       180                                      5.3313
Sale                       115                                      5.2563
Sale                       176                                      5.2613
Sale                       402                                      5.2814
Sale                       285                                      5.3413
Sale                       1,133                                    5.2813
Sale                       133                                      5.3263
Sale                       1,300                                    5.2763
Sale                       270                                      5.2613
Purchase                   119,027                                  5.3450
Purchase                   3,842                                    5.3450
Purchase                   9,040                                    5.3450
Purchase                   7,012                                    5.3423
Purchase                   126,986                                  5.3423
Purchase                   8,474                                    5.3450
Purchase                   20,223                                   5.3400
Purchase                   7,005                                    5.2844
Purchase                   10,171                                   5.3423
Purchase                   48,119                                   5.3450
Purchase                   3,224                                    5.3400
Purchase                   4,078                                    5.3423
Purchase                   4,571                                    5.3423
Purchase                   4,506                                    5.3423
Purchase                   51,330                                   5.3423
Purchase                   7,403                                    5.3450
Purchase                   9,030                                    5.3423
Purchase                   6,591                                    5.3450
Purchase                   9,523                                    5.3450
Purchase                   4,303                                    5.3450
Purchase                   7,879                                    5.3423
Purchase                   152,399                                  5.2800
Purchase                   9,652                                    5.3423
Purchase                   4,243                                    5.3450
Sale                       152,399                                  5.2800
Sale                        89,153                                  Transfer
Purchase                   8,015                                    5.3423
Purchase                   13,983                                   5.3450
Purchase                   14,928                                   5.3423
Purchase                   14,952                                   5.3450
Purchase                   30,765                                   5.3423
Purchase                   15,957                                   5.3423
Purchase                   123,053                                  5.3423
Purchase                   115,348                                  5.3450
Purchase                   6,535                                    5.3423
Purchase                   79,862                                   5.3450
Purchase                   7,731                                    5.3450
Purchase                   6,142                                    5.3450
Purchase                   28,836                                   5.3450
Purchase                   7,530                                    5.3450
Purchase                   8,225                                    5.3423
Purchase                   2,104                                    5.3423
Purchase                   85,190                                   5.3423
Purchase                   5,051                                    5.3450
Sale                       1,416                                    5.3400
Sale                       202                                      5.3623
Sale                       231,641                                  5.3335
Sale                       60                                       5.3442
Sale                       1,196                                    5.3295
Purchase                   6,478                                    5.3430
Purchase                   2,000                                    5.3205
Purchase                   13,910                                   5.3473
Purchase                   1,196                                    5.3305


 (b)  Derivatives transactions (other than options)


 Product name, e.g. Long/Short (Note 6)      Number of Securities (Note 7)        Price Per Unit (GBP)
 CFD                Long                     202                                  5.3623
 CFD                Long                     231,641                              5.3335
 CFD                Long                     60                                   5.3442
 CFD                Long                     1,196                                5.3295
 CFD                Short                    6,478                                5.3430
 CFD                Short                    2,000                                5.3205
 CFD                Short                    13,910                               5.3473
 CFD                Short                    1,196                                5.3305

 (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.   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                         24 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