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                            06 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          138,867,247  (5.82%)                    1,404,803  (0.06%)
(2) Derivatives (other             2,476,824  (0.10%)                      939,473  (0.04%)
than options)
(3) Options and agreements         1,040,141  (0.04%)                    3,444,336  (0.14%)
to purchase/sell
Total                            142,384,212  (5.97%)                    5,788,612  (0.24%)



(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                   874                                      5.2473
Purchase                   669                                      5.2686
Purchase                   1,715                                    5.2740
Purchase                   6,186                                    5.2725
Purchase                   130                                      5.2586
Purchase                   3,000                                    5.2786
Purchase                   185                                      5.2786
Purchase                   65,561                                   5.2725
Purchase                   105,536                                  5.2725
Purchase                   279                                      5.2573
Purchase                   2,513                                    5.2500
Purchase                   28,646                                   5.2725
Purchase                   1,912                                    5.2673
Purchase                   1,376                                    5.2579
Purchase                   949                                      5.2700
Purchase                   964                                      5.2738
Purchase                   16,146                                   Transfer
Purchase                   43,662                                   5.2700
Purchase                   11,095                                   5.2700
Purchase                   4,430                                    5.2738
Purchase                   3,447                                    5.2700
Purchase                   30,410                                   5.2738
Purchase                   40,345                                   5.2738
Purchase                   21,616                                   5.2738
Purchase                   63,423                                   5.2700
Purchase                   31,024                                   5.2700
Purchase                   5,405                                    5.2738
Purchase                   5,658                                    5.2738
Purchase                   6,378                                    5.2700
Purchase                   20,290                                   5.2685
Purchase                   7,737                                    5.2738
Purchase                   57,938                                   5.2700
Purchase                   44,163                                   5.2738
Purchase                   31,861                                   5.2620
Purchase                   52,200                                   5.2660
Purchase                   202                                      5.2658
Purchase                   33,628                                   5.2508
Purchase                   15,200                                   5.2625
Sale                       1,240                                    5.2862
Sale                       43                                       5.2615
Sale                       539                                      5.2341
Sale                       201                                      5.2615
Sale                       400                                      5.2415
Sale                       525                                      5.2541
Sale                       98                                       5.2615
Sale                       2,000                                    5.2815
Sale                       91                                       5.2615
Sale                       1,015                                    5.2515
Sale                       900                                      5.2415
Sale                       926                                      5.2700
Sale                       2,868                                    5.2722
Sale                       33,366                                   5.2700
Sale                       95,284                                   5.2750



(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                    31,861                               5.2620
CFD                Short                    52,200                               5.2660
CFD                Short                    202                                  5.2658
CFD                Short                    33,628                               5.2508
CFD                Short                    15,200                               5.2625




(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                                           07 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