SAR - Themis FTSE All-Sml

Prudential PLC
8 August 2001


                                                      FORM SAR 5


                                       Date of disclosure  08-AUG-01

              DISCLOSURE UNDER NOTE 3 OF RULE 5 OF THE RULES GOVERNING
                   SUBSTANTIAL ACQUISITIONS OF SHARES ('SARs')

                 
Date of sale  07-AUG-01

Sale of       THEMIS FTSE ALL-SMALL INDEX TRUST PLC   (name of company)


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

    ORD GBP 0.25                1,400,000     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)

    11,858,605     (     %)                0 (0%)       11,858,605 (15.30%)


(3) Party making disclosure   PRUDENTIAL PLC

(4)  (a)  Name of person selling 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)............................


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

(Also print name of signatory)   TOM DOWLER

Telephone and extension number   020 7548 3427


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.