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                            24 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               128,897,840  (5.40%)                    2,281,955  (0.10%)
(2) Derivatives (other                3,298,074    (0.14%)                    800,489    (0.03%)
than options)
(3) Options and agreements            1,040,141    (0.04%)                    3,444,336  (0.14%)
to purchase/sell
Total                                 133,236,055  (5.58%)                    6,526,780  (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                   1,315                                    5.2935
Purchase                   12,706                                   5.3400
Purchase                   161                                      5.3409
Purchase                   800                                      5.3400
Purchase                   364                                      5.2885
Purchase                   212                                      5.3334
Purchase                   109                                      5.3370
Purchase                   356                                      5.2885
Purchase                   870                                      Transfer
Purchase                   650                                      5.3335
Purchase                   331                                      5.3185
Purchase                   706                                      5.3485
Sale                       1,000                                    5.3164
Sale                       350                                      5.3313
Sale                       925                                      5.3213
Sale                       1,264                                    5.3213
Sale                       63                                       5.3417
Sale                       146                                      5.3514
Sale                       1,052                                    5.2964
Sale                       440                                      5.3341
Sale                       606                                      5.3417
Purchase                   702                                      5.3400
Purchase                   7,105                                    5.2825
Purchase                   5,786                                    5.2825
Purchase                   4,752                                    5.2825
Purchase                   109,384                                  5.2825
Purchase                   13,272                                   5.2825
Purchase                   27,361                                   5.2825
Purchase                   14,203                                   5.2825
Purchase                   1,102                                    5.2800
Purchase                   75,720                                   5.2825
Purchase                   7,741                                    5.2825
Purchase                   7,289                                    5.2825
Purchase                   4,935                                    5.2825
Sale                       2,600                                     5.3500
Sale                       19,700                                    5.3428
Purchase                   23,600                                    5.3670
Purchase                   96,914                                    5.2815
Purchase                   45,786                                    5.2739



 (b)  Derivatives transactions (other than options)


 Product name, e.g.  Long/Short (Note 6)     Number of Securities (Note 7)        Price Per Unit (GBP)
 CFD
 CFD                 Short                   8,287                                5.3108
 CFD                 Long                    2,600                                5.3500
 CFD                 Long                    19,700                               5.3428
 CFD                 Short                   23,600                               5.3670
 CFD                 Short                   96,914                               5.2815
 CFD                 Short                   45,786                               5.2739

 (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                                           25 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