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                            01 DECEMBER 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          136,400,256   (5.71%)                     2,060,248   (0.09%)
(2) Derivatives (other             3,132,969   (0.13%)                       833,110   (0.03%)
than options)
(3) Options and agreements         1,040,141   (0.04%)                     3,444,336   (0.14%)
to purchase/sell
Total                            140,573,366   (5.89%)                     6,337,694   (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                   143                                      5.2086
Purchase                   555                                      5.2959
Purchase                   133                                      5.2786
Purchase                   409                                      5.2086
Purchase                   918                                      5.2749
Purchase                   625                                      5.2959
Purchase                   201                                      5.2786
Sale                       458                                      5.2914
Sale                       950                                      5.2964
Sale                       247                                      5.2777
Sale                       656                                      5.2964
Sale                       115                                      5.2764
Sale                       1,866                                    5.2914
Sale                       3,616                                    5.2914
Sale                       1,746                                    5.2614
Sale                       123                                      5.2641
Sale                       583                                      5.2864
Sale                       24,446                                   5.2751
Sale                       783                                      Transfer
Purchase                   282,555                                  Transfer
Purchase                   1,092                                    5.2750
Purchase                   273                                      5.2750
Purchase                   759                                      5.2150
Sale                       535,511                                  5.2025
Sale                       149,032                                  5.2025
Sale                       77,624                                   5.2500
Sale                       5,214                                    5.2250
Sale                       52,170                                   5.2500
Sale                       41,251                                   5.2500
Sale                       14,380                                   5.2931
Purchase                   20,517                                   5.3070
Purchase                   21,823                                   5.2753
Purchase                   72,893                                   5.2804
Purchase                   6,250                                    5.2956

(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                Long                     14,380                               5.2931
CFD                Short                    20,517                               5.3070
CFD                Short                    21,823                               5.2753
CFD                Short                    72,893                               5.2804
CFD                Short                    6,250                                5.2956

(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                                           02 DECEMBER 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