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                        THE PENINSULAR AND ORIENTAL STEAM NAVIGATION COMPANY PLC
Class of relevant security to which     ORD GBP 1.00
the dealings being disclosed relate
(Note 2)
Date of dealing                         25 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                 129,052,241    (5.41%)         2,286,455           (0.10%)
(2) Derivatives (other than options)    3,302,574      (0.14%)           827,059           (0.03%)
(3) Options and agreement
     to purchase/sell                   1,040,141      (0.04%)         3,444,336           (0.14%)

Total                                   133,394,956    (5.59%)         6,557,850           (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:
5.5% concessionary
redeemable non-
cumulative preferred
                          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                 10,000                          5.3438
Purchase                 927                             5.3000
Purchase                 3,750                           5.3435
Purchase                 650                             5.3020
Purchase                 141                             5.2936
Purchase                 146                             5.3485
Purchase                 1,000                           5.2885
Purchase                 1,600                           5.3438
Purchase                 4,500                           5.3435
Sale                     580                             5.2956
Sale                     912                             5.3050
Sale                     531                             5.3227
Sale                     924                             5.2885
Sale                     530                             5.2864
Sale                     583                             5.3314
Sale                     653                             5.3264
Sale                     104                             5.3464
Sale                     49                              5.3464
Sale                     566                             5.2764
Sale                     1,376                           5.3514
Purchase                 5,554                           5.3250
Purchase                 12,701                          5.3323
Purchase                 552                             5.3600
Purchase                 31,529                          5.2945
Sale                     3,666                           5.3000
Sale                     17,660                          5.3141
Sale                     4,500                           5.3250
Sale                     30,000                          5.2981
Purchase                 2,414                           5.3133
Purchase                 2,822                           5.3133
Purchase                 24,927                          5.3133
Purchase                 16,248                          5.2900
Purchase                 36,006                          5.3133
Purchase                 11,267                          5.2900
Purchase                 6,320                           5.3133
Purchase                 4,043                           5.2900
Purchase                 9,002                           5.3133
Purchase                 11,129                          5.2925
Purchase                 3,545                           5.2900
Purchase                 3,449                           5.3133
Purchase                 2,325                           5.3133
Purchase                 6,751                           5.3133
Purchase                 3,737                           5.2900


(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                Long                   3,300                             4.3825
 CFD                Short                  4,500                             5.3250
 CFD                Short                  31,529                            5.2945
 CFD                Short                  12,701                            5.3323

(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                                        28 NOVEMBER 2005
 Contact name                                              BARCLAYS CORPORATE SECRETARIAT
 Telephone number                                          0207 116 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