SAR - Lionheart PLC

Prudential PLC
2 January 2001

                                                        FORM SAR 3


                                       Date of disclosure       02-JAN-01

                 DISCLOSURE UNDER RULE 3 OF THE RULES GOVERNING
                   SUBSTANTIAL ACQUISITIONS OF SHARES ('SARs')

                 
Date of acquisition       29-DEC-00

Acquisition in            LIONHEART PLC                    (name of company)


(1) Class of voting shares    Number of shares/rights   If rights over shares
    (eg ordinary shares)      over shares acquired      acquired, as opposed
                                                        to the shares
                                                        themselves, specify
                                                        nature of rights

            ORD 1P              17,832,936  shares          N/A
                                     0      rights


(2) Resultant total holding   Resultant total holding   Total percentage
    of voting shares (and %   of rights over shares
    of total voting shares    (and % of total voting
    in issue)                 shares in issue)

     44,672,406   (     %)          0        (  0 %)      44,672,406  (24.79%)


(3) Party making disclosure          PRUDENTIAL PLC  

(4)  (a)  Name of person acquiring shares or rights over shares   M&G INVESTMENT
                                                                  MANAGEMENT LTD
          and, if different, beneficial owner                     PRUDENTIAL PLC

     (b)  Names of any other persons acting by
          agreement or understanding (see SAR 5)            N/A


Signed, for and on behalf of the party named in (3) above

(Also print name of signatory)               COLIN HOUGHTON

Telephone and extension number               020 7548 3801

Note. Under SAR 5, the holdings of and acquisitions by persons acting by
agreement or understanding must be aggregated and treated as a holding of or
acquisition by one person.  Note 3 on SAR 5 requires persons who must aggregate
holdings to disclose certain disposals.

For full details of the SARs disclosure requirements, see Rules 3 and 5 of the
SARs.  If in doubt, contact the Panel on Takeovers and Mergers, 
Tel. No: 020 7382 9026.