SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 6-K

                        REPORT OF FOREIGN PRIVATE ISSUER

                      Pursuant to Rule 13a-16 or 15d-16 of
                      the Securities Exchange Act of 1934

                         For the month of August, 2004

                       PRUDENTIAL PUBLIC LIMITED COMPANY

                (Translation of registrant's name into English)

                            LAURENCE POUNTNEY HILL,
                           LONDON, EC4R 0HH, ENGLAND
                    (Address of principal executive offices)


Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.

                          Form 20-F X     Form 40-F


Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

                                 Yes      No X

If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82-



Enclosures: Prudential: Egg Holding




Embargo: 07:00 hrs Tuesday, 3 August 2004

    Prudential announces its intention to retain its 79% shareholding in Egg

Prudential plc announces that it is no longer in discussions regarding a
possible transaction with respect to its approximately 79 per cent shareholding
in Egg plc.

This completes an extensive process precipitated by expressions of interest in
Egg received from a number of potential purchasers. The Board of Prudential has
concluded that retention of its 79 per cent stake offers better value to its
shareholders than the sale of Prudential's interest.

Prudential supports the steps that Egg has announced separately which include:

  - refocusing the business on its highly successful profitable core UK
    operations; and
  - taking the necessary actions to close its business in France.

Egg has established an outstanding track record of growth and profitability in
the UK. It is the UK's leading on-line financial services business with a fast
growing customer base currently standing at 3.5 million. It has established a
unique and powerful brand and has proven ability to attract and retain
profitable customers. It is well positioned for further success.

Jonathan Bloomer, Group Chief Executive of Prudential plc said: "We had an
obligation to explore all the options for the business following the approaches
we received. Our objective is to ensure that our shareholders benefit in full
from the value inherent in Egg and we have concluded shareholders' interests are
best served by retaining our Egg holding. Egg has brought significant change to
the market, with a track record of delivering innovative products and services
to customers. It is a very successful business in the UK with significant
potential to grow in value."

                                    - ENDS -

Enquiries to:
Media                                   Investors/Analysts
Geraldine Davies       020 7548 3911    Andrew Crossley           020 7548 3166
                                        Marina Lee-Steere         020 7548 3511

 Notes to Editors

On 22 October 2003 Egg plc announced that the execution of its French business
plan would take longer and require a greater level of investment than Egg was
prepared to undertake on a standalone basis. At that time, Egg considered
forming an alliance with a strategic partner and, to that end, entered into
negotiations, which might have led to a joint venture. These conversations led
to other options being presented by various parties and as a result, Prudential
announced on 14 January 2004 that it was in preliminary discussions regarding a
possible transaction with respect to its 79 per cent shareholding in Egg. On 26
January Prudential announced that while discussions were continuing, it had
received unsolicited indications of interest from a number of parties, which may
or may not have led to a transaction.

 Forward-Looking Statements

This statement may contain certain "forward-looking statements" with respect to
certain of Prudential's plans and its current goals and expectations relating to
its future financial condition, performance, results, strategy and objectives.
Statements containing the words "believes", "intends", "expects", "plans",
"seeks" and "anticipates", and words of similar meaning, are forward-looking. By
their nature, all forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances which are beyond
Prudential's control including among other things, UK domestic and global
economic and business conditions, market related risks such as fluctuations in
interest rates and exchange rates, and the performance of financial markets
generally; the policies and actions of regulatory authorities, the impact of
competition, inflation, and deflation; experience in particular with regard to
mortality and morbidity trends, lapse rates and policy renewal rates; the
timing, impact and other uncertainties of future acquisitions or combinations
within relevant industries; and the impact of changes in capital, solvency or
accounting standards, and tax and other legislation and regulations in the
jurisdictions in which Prudential and its affiliates operate. This may for
example result in changes to assumptions used for determining results of
operations or re-estimations of reserves for future policy benefits. As a
result, Prudential's actual future financial condition, performance and results
may differ materially from the plans, goals, and expectations set forth in
Prudential's forward-looking statements. Prudential undertakes no obligation to
update the forward-looking statements contained in this statement or any other
forward-looking statements it may make.




                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Date 03 August, 2004

                                     PRUDENTIAL PUBLIC LIMITED COMPANY

                                     By: /s/  Clare Staley,
                                              Group Media Relations Manager