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 March, 2005

                       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: Full year results


                                   

PRUDENTIAL PLC FULL-YEAR 2004 RESULTS  

Strong delivery across all of our businesses  
 
* Record new business achieved profits of GBP688 million, up 23 per cent on 
  2003

* Strong growth in achieved profit basis operating profit, up 39 per cent on 
  2003 to GBP1.12 billion*  

* Modified statutory basis profit of GBP603 million, up 49 per cent on 2003* 

* New business achieved profit margin of 37 per cent (2003: 38%) 

* Shareholders funds on an achieved profits basis of GBP8.6 billion 

* Record insurance APE sales of GBP1.85 billion, up 26 per cent on 2003h 

* Record funds under management of GBP187 billion, up GBP22 billion on 2003 

* Full-year  dividend per share up 3 per cent to 15.84 pence 
(2003:15.38 pence 1)

*Operating profit on continuing  operations before goodwill,  exceptional items
and short-term fluctuations in investment returns. All figures throughout are on
a constant exchange rate basis, unless otherwise stated.
 
Commenting on the results, Jonathan Bloomer, Prudential's Group Chief Executive,
said: 

"Prudential has built strong  positions in three of the most attractive  savings
markets in the world. In 2004, each of our three regional  insurance  businesses
delivered  double-digit  growth in sales and profits. As a result, we registered
record  Group  insurance  APE sales and a 23 per cent  increase in new  business
achieved profits.

1 As adjusted, see note 9 

The UK market is  starting to recover  after three years of decline  and, as the
rise of 40 per cent in new business achieved profits shows, it is clear that the
changes we have made to the business  are enabling us to take  advantage of this
upturn.

In Asia,  new  business  achieved  profits  rose 19 per cent and margins  remain
attractive.  We see excellent growth prospects throughout the region, especially
in China and India. In the US, we continue to outperform the market, and in 2004
our business there returned $120 million to the Group. We expect this to be $150
million in 2005, and to rise thereafter.

M&G also delivered a very strong performance in 2004, with underlying profits of
GBP110 million, up 57 per cent on 2003.

We see excellent growth opportunities across the Group. 

 
Our markets and opportunities 
 
The United Kingdom 

The UK is the third largest life insurance market in the world, but between 2001
and 2003 it shrank by nearly 6 per cent per annum.  During this  period,  our UK
insurance operation focused on increasing its efficiency, developing its product
range and broadening its distribution  base,  while  maintaining its position as
one of the financially strongest companies in the sector.

It has successfully  evolved from a direct-sales  operation selling with-profits
products into a company that sells mainly  shareholder-backed  products  through
IFAs,  direct  to  customers,  business  to  business  and  through  partnership
agreements  with other  companies.  In 2004,  it  achieved  strong new  business
performance  across all these  channels,  increasing  its share of the medium to
long-term  savings market to 8.9 per cent (source data: ABI), while  maintaining
overall  margins,  resulting in a 40 per cent increase in new business  achieved
profits year on year.  Going forward,  we expect to see some modest reduction in
the overall UK margin as our new shareholder-backed  business builds scale. Over
the  next  few  years,  we see new  opportunities  arising  from  the  move to a
multi-tie  distribution  model,  which we expect to  favour  financially  strong
players like  Prudential  with a powerful  brand and  attractive  product range.
Prudential UK has made good progress  with the new multi-tie  networks,  winning
places on many of the panels  announced to date, and expects these agreements to
begin to have an  effect  on our  performance  in  2005,  making  an  increasing
contribution thereafter.

The Rights Issue,  announced in October  2004,  will allow us to reinvest in the
UK, in order to take advantage of the  developments in both our business and the
marketplace.  The solid performance of the with-profits  fund, which delivered a
return of 13.4 per cent in 2004,  has enabled  Prudential UK to maintain  annual
bonuses  and  increase   policy  values  for  nearly  all  of  its  5.5  million
with-profits  customers.  We believe the  strength and  performance  of the fund
combined  with the  beginnings  of a  recovery  in the UK  market  will  benefit
Prudential in 2005.

Prudential UK expects sales this year to grow by about 10 per cent from the base
established in 2004.  This compares with the industry  expectation for UK market
growth of around five per cent for 2005. It is determined, however, that it will
not grow  volume at the  expense of value,  and has set itself a blended  target
internal  rate of return on this new  business of 14 per cent by 2007,  compared
with the 12 per cent it achieved in 2004.
 
The United States 

The US is the largest  long-term  savings market in the world, with considerable
opportunities for growth. Despite uncertainty in equity and capital markets over
the last few years,  Jackson National Life's (JNL) ability to respond quickly to
changes in both consumer demand and the economic climate, enabled it to continue
to grow  profitably  during this period,  and in 2004 it increased  new business
achieved profits by 18 per cent, to GBP156 million.

The business  continues to fund its own growth from  internally-generated  cash,
and in 2004 it also contributed  $120 million to the group.  This is expected to
increase to $150 million in 2005.

JNL's  strategy is to concentrate  on organic  growth within  profitable  market
segments,  but to use  small  self-financed  acquisitions,  such as that of Life
Insurance  Company of Georgia,  announced in November  2004,  to build scale and
reduce unit costs.

JNL is an industry leader in  distributing  products,  and has repeatedly  shown
that it can react quickly to market  changes and establish  strong  positions in
new products and new channels.  In 2004, for example,  nearly 90 per cent of new
sales came from products  developed in the last two years.  Its  Perspective  II
variable  annuity  contract was the best selling  contract in the US market last
year (source: VARDS).

In 2005,  we  expect  the US  market  to grow at  about 4 per  cent and  Jackson
National  Life to grow sales at around twice this rate,  while keeping its costs
down and delivering above market returns. Asia

The Asian economies' consistently high growth rates and favourable demographics,
together with the trend towards allowing greater access and ownership to foreign
financial  services  players,  make these  markets very  attractive  for selling
medium to long-term savings and protection products.

Against  this  backdrop,  Prudential  has  established  a strong track record of
success.  In the past decade we have expanded  across 12 countries and delivered
APE compound growth of 26 per cent per year, while maintaining  margins above 50
per cent. In 2004, new business achieved profits rose 19 per cent.

Prudential Corporation Asia is Europe's leading life insurer in Asia in terms of
market  coverage  and  number  of  top  five  market  positions.  We  have  also
established a complementary  regional funds management business in seven markets
and are in the process of setting up a fund management operation in Vietnam.

Our life operations in Asia put in another good performance last year. Following
the  restructuring  in  2003,  the  Japanese  business  has made  some  progress
establishing  new  distribution  channels,  but it will take some time to become
large enough to be a positive  contributor to the overall result for the region.
Elsewhere,  growth prospects are very good, particularly in India and China, and
the business is already well placed to take advantage of these.

In India,  our joint  venture with ICICI  delivered  APE sales growth of 127 per
cent and  continues  to be the  leading  private  sector  player.  In 2004,  the
government announced its intention to increase the cap on foreign ownership from
26% to 49%. While Prudential  remains  interested in increasing its stake in the
joint venture,  the relevant  legislation has not yet been put before the Indian
Parliament.

In China,  our joint venture with CITIC is one of the country's  leading foreign
players  and new  business  APE  growth  was 70 per cent last  year.  We already
operate in three cities and our fourth  operation,  in Shanghai,  will launch in
the second quarter of 2005. We have recently  received  licences for two further
cities,  Dongguan  and  Foshan,  and a licence  to write  Group  Life  insurance
business.  We expect to  continue  to develop  rapidly as  geographic  licensing
restrictions  in China ease  further.  We already hold  licences for more cities
than any other European life insurer.

We are  confident of our ability to grow strongly and  profitably  in Asia:  the
opportunities  in our newer  markets,  coupled  with the  strength of our larger
operations,  should enable us to  accelerate  our level of sales growth in 2005.
Our Asian business remains on track to become cash positive from 2006.

M&G 

M&G is Prudential's UK and European fund  management  operation,  providing high
quality investment management services for Prudential's customers. M&G is also a
leading UK manager of retail investment funds and institutional fixed income and
pooled life and pensions funds.

M&G enjoyed a successful 2004, with external funds under management rising by 19
per cent during the year to GBP28.7  billion,  due to a combination  of net fund
inflows from both retail and institutional  clients and market gains on existing
funds.  M&G has a total of GBP126 billion in funds under  management,  up 14 per
cent on 2003.

In recent years,  M&G has been  developing  profitable  new income streams while
keeping a tight  control  over  costs.  This is a  powerful  combination,  which
resulted in a strong  performance  in 2004,  with  underlying  profits of GBP110
million, up 57 per cent on 2003.

We expect M&G to continue to perform strongly in 2005. 

Egg 

Egg has closed its loss-making  French  operation and has recently put its Funds
Direct  business on the market.  It is now firmly focused on its profitable core
UK business, where it achieved underlying profits of GBP74 million in 2004.
 
This  was a good  performance  from  Egg's UK  business,  especially  given  the
increased  competition  and rising  interest rates that have affected the credit
card and personal loan markets.  Egg's effective cost management and good credit
quality also contributed to the solid results from its UK operation. At the same
time, it has increased its provision levels to reflect the change in its product
mix following growth in its unsecured lending  portfolio,  the stage in the life
cycle of its card and loan books and the increasing proportion of personal loans
business.

Looking  ahead,  Egg will  continue to develop its UK  operation,  building  its
unsecured  lending  business,  while  expanding  its  product  range to increase
cross-sales to existing customers.

We expect Egg to finance its own growth without  requiring  capital support from
the group.
 
Outlook 

Prudential has built strong  positions in three of the most  attractive  savings
markets  in the  world.  Each  of the  businesses  is  performing  well,  and is
positioned to take advantage of the  opportunities in its respective  market. We
are on track to deliver sustainable, profitable growth and to achieve our target
returns on capital in 2005 and beyond.
 
Dividend 

The Board has decided to recommend to shareholders a final dividend for the year
of 10.65 pence per share,  which together with the restated  interim dividend of
5.19 pence makes a total amount of 15.84 pence.  This represents growth of three
per cent on the 2003  dividend of 15.38  pence,  after  adjusting  for the bonus
element of the rights issue.  The 2004 dividend is covered 1.2 times by post-tax
modified statutory basis profit for the year after minority interests. We intend
to maintain our current dividend policy, with the level of dividend growth being
determined after  considering the  opportunities to invest in those areas of our
business offering attractive growth prospects, our financial flexibility and the
development of our statutory profits over the medium to long-term."

-ENDS- 

Enquiries to: 

Rebecca Burrows, Group Communications Director     020 7548 3537 

                                                                         
Media                               Investors/Analysts                   
Clare Staley       020 7548 3719    Mike Kempster         020 7548 3823  
Joanne Davidson    020 7548 3708    Marina Lee-Steere     020 7548 3511  
 
1. There will be a conference  call today for wire  services at 7.45am hosted by
Jonathan  Bloomer,  Group Chief  Executive  and Philip  Broadley,  Group Finance
Director. Dial in telephone number: +44 (0)20 7162 9962. Passcode: 646915

2. A  presentation  to analysts will take place at 9:30am at  Governor's  House,
Laurence Pountney Hill, London,  EC4R 0HH. A webcast of the presentation and the
presentation    slides   will   be   available    on   the   group's    website,
www.prudential.co.uk.
  
3. A press conference will take place at 11:45am at Governor's  House,  Laurence
Pountney Hill, London, EC4R 0HH. If journalists wish to attend,  please call the
Press Office in advance on 020 7548 3712.
  
4. There will be a conference  call for  investors and analysts at 2:30pm hosted
by Jonathan  Bloomer,  Group Chief  Executive,  Philip  Broadley,  Group Finance
Director and Mark Wood, CEO UK and Europe.  Dial in telephone number:  +44 (0)20
7162 0180, US callers: 1 334 420 4951. Callers to quote "Prudential results" for
access to the call.

A recording of this call will be available for replay for one week by dialling:

UK: 020 7031 4064, US: 1 954 334 0342, Passcode 645883 
 
5. High  resolution  photographs  are  available  to the media free of charge at
www.newscast.co.uk (+44 (0) 207 608 1000).
  
6. An interview with Jonathan Bloomer (in video/audio/text) will be available on
www.cantos.com  and  www.prudential.co.uk  from 7.00am on 2 March  2005. 

7. Annual premium  equivalent  (APE) sales comprise  regular  premium sales plus
one-tenth of single premium insurance sales.

8. New business  achieved profits represent the present value of the future cash
flows we expect to receive from new business written in the year, less the costs
of acquiring  that new business and the cost of holding the capital  required to
back it.

9. In order to compare the pre-rights issue dividend with the 2004 dividend,  it
is  necessary  to  recalculate  the 2003  dividend to take  account of the bonus
element in the rights issue,  i.e. the value to  shareholders  of the difference
between  the  market  price and the  rights  issue  price.  Full  details of the
calculations can be found in the Financial Review.

10. Total number of  Prudential  plc shares in issue as at 10 February  2005 was
2,375,393,020.

11. Financial Calendar:





                                                                
                                                                            
2005                                                                        
Ex-dividend date                                         Wednesday 16 March 2005
Record date                                              Friday 18 March 2005 
Annual Report issued                                     Friday 8 April 2005       
First quarter New Business Figures                       Wednesday 20 April 2005   
Annual General Meeting                                   Thursday 5 May 2005 
Payment of 2004 final dividend                           Wednesday 25 May 2005
2005 Interim Results/Second quarter New Business Figures Wednesday 27 July 2005    
Ex-dividend date                                         Wednesday 17 August 2005  
Record date                                              Friday 19 August 2005     
Payment of interim dividend                              Friday 28 October 2005    



 
12. In addition to the preliminary financial statements provided with this press
release additional  financial  schedules are available on the group's website at
www.prudential.co.uk


*Prudential plc, a company incorporated and with its principal place of business
in the  United  Kingdom,  and its  affiliated  companies  constitute  one of the
world's leading financial  services groups. It provides  insurance and financial
services  directly and through its  subsidiaries  and affiliates  throughout the
world.  It has been in  existence  for over 150 years and has GBP187  billion in
assets  under  management,  as  at 31  December  2004.  Prudential  plc  is  not
affiliated  in any  manner  with  Prudential  Financial,  Inc,  a company  whose
principal place of business is in the United States of America.
 
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.

PRUDENTIAL PLC 2004 RESULTS                                           
Results Summary                                                       



Achieved Profits Basis Results                                                                 2004 GBPm    2003 GBPm 
                                                                                                    ----         ---- 


                                                                                                            

  Operating profit before amortisation of                                                                             
  goodwill                                                                                                            
  UK and Europe Insurance Operations                                                                450          359  
  M&G                                                                                               136           83  
  Egg                                            - continuing operations                             43           55  
                                                 - discontinued operations                          (37)         (89) 
                                                                                                    ----         ---- 
  UK and Europe Operations                                                                          592          408  
  US Operations                                  - continuing operations                            303          194  
                                                 - discontinued operations                           17           22  
  Prudential Asia                                                                                   400          378  
  Other Income and Expenditure (including Asia development expenses)                               (208)        (208) 
                                                                                                    ----         ---- 
  Operating profit before amortisation of                                                         1,104          794  
  goodwill                                                                                                            
                                                                                                    ----         ---- 
  Analysed as:                                                                                                        
                                                 Operating profit from continuing                 1,124          861  
                                                 operations                                                           
                                                 Operating loss from discontinued                   (20)         (67) 
                                                 operations                                                           
                                                                                                    ----         ---- 
  Amortisation of goodwill                                                                          (97)         (98) 
  Short-term fluctuations in investment                                                             679          682  
  returns                                                                                                             
  Effect of changes in economic assumptions                                                        (100)        (540) 
  Profit or loss on the sale or termination of discontinued operations:                                               
                                                 Profit on business disposals                        48            -  
                                                 Egg France closure cost                           (113)           -  
                                                                                                    ----         ---- 
  Profit on ordinary activities before tax                                                        1,521          838  
                                                                                                    ----         ---- 
  Operating earnings per share*                                                                    37.2p        25.4p 
  Shareholders' funds                                                                           GBP8.6bn     GBP7.0bn 
                                                                                                    ----         ---- 

  Statutory Basis Results                                                                      2004 GBPm    2003 GBPm 
                                                                                                    ----         ---- 
  Operating profit before amortisation of                                                           583          357  
  goodwill                                                                                                            
  Profit on ordinary activities before tax                                                          650          350  
  Operating earnings per share*                                                                    19.2p        12.4p 
  Basic earnings per share*                                                                        20.1p        10.0p 
  Shareholders' funds                                                                           GBP4.3bn     GBP3.2bn 
                                                                                                    ----         ---- 
  Dividend Per Share*                                                                             15.84p       15.38p 
  Insurance and Investment Funds under Management                                               GBP187bn     GBP168bn 



Operating profit and operating  earnings per share include investment returns at
the expected  long-term rate of return but exclude  amortisation of goodwill and
exceptional  items. The directors believe that operating profit, as adjusted for
these  items,  better  reflects  underlying  performance.   Profit  on  ordinary
activities and basic earnings per share include these items together with actual
investment  returns.  The basis of  presentation  has been adopted  consistently
throughout the Preliminary Announcement.

*Earnings  per share and dividend per share  figures for 2003 have been restated
to take account of the Rights Issue in 2004. 

In addition,  the achieved profits and statutory basis  shareholders'  funds for
2003 have been  adjusted to reflect the  implementation  of UITF  Abstract 38 on
Accounting for ESOP Trusts.

 BUSINESS REVIEW 

GROUP 

Results Highlights



                                                                                                                      
  GBP'm unless                 2004           2003         Percentage           2004            2003        Percentage
  otherwise stated     (as reported)        (at 2004         Change     (as reported)   (as reported)         Change  
                                            exchange                                                                  
                                              rate)                                                                   
                                                                                              

  Annual premium               1,846          1,464              26%            1,846           1,557             19% 
  equivalent (APE)                                                                                                    
  sales                                                                                                               
  Net investment               3,589          2,908              23%            3,589           3,031             18% 
  flows                                                                                                               
  New business                   688            561              23%              688             605             14% 
  achieved profit                                                                                                     
  (NBAP)                                                                                                              
  NBAP margin                    37%            38%                -              37%             38%               - 
  Total achieved               1,124            807              39%            1,124             861             31% 
  profits basis                                                                                                       
  operating profit                                                                                                    
  *                                                                                                                   
  Total modified                 603            405              49%              603             424             42% 
  statutory basis                                                                                                     
  (MSB) operating                                                                                                     
  profit *                                                                                                            
  Achieved profits             8,596          6,762              27%            8,596           7,005             23% 
  basis                                                                                                               
  shareholders'                                                                                                       
  funds *                                                                                                             
  MSB shareholders'            4,281          3,060              40%            4,281           3,240             32% 
  funds *                                                                                                             



* Continuing  operations - excluding Jackson Federal Bank (JFB) and Egg's France
business.

In the  Business  Review  and  Financial  Review,  year-on-year  comparisons  of
financial  performance  are on a  Constant  Exchange  Rate (CER)  basis,  unless
otherwise stated.
 
The Group has  delivered a good set of results for 2004, as  illustrated  by the
double-digit growth of all the key performance measures shown above. This is the
result of strong contributions across all regions.

As a result of  healthy  sales in the UK,  the US and Asia,  the Group  achieved
record  insurance sales and new business  achieved profits (NBAP) in 2004. This,
together  with the  significant  increase  in  contributions  from the  in-force
insurance business and fund management operations,  drove achieved profits basis
operating profits up 39 per cent on 2003.

On the modified statutory basis (MSB),  operating profits were up 49 per cent on
last year. This reflects a combination of solid  year-on-year  growth in profits
in both the insurance and fund  management  businesses of 40 per cent and 55 per
cent respectively.

Basic  earnings  per  share on an  achieved  profits  basis  for the year  after
minority  interests  were 37.2 pence,  compared  with a restated  figure of 25.4
pence in 2003.  Following  the Rights Issue in October  2004, a  restatement  of
earnings per share is derived and reported in accordance with the requirement of
Financial Reporting Standard (FRS) 14.

Basic earnings per share,  based on total MSB profit for the year after minority
interests,  were 20.1 pence, up 10.1 pence from the restated 2003 figure of 10.0
pence.
 
Impact of Currency Movements 

Prudential  has a diverse  international  mix of  businesses  with a significant
proportion  of its  profit  generated  outside  the UK. In  preparation  for the
Group's consolidated  accounts,  results of overseas operations are converted at
rates of  exchange  based on the year  average,  while  shareholders'  funds are
converted at year-end rates of exchange.

Changes  in  exchange  rates  from year to year  have an  impact on the  Group's
results when these are converted into pounds sterling for reporting purposes. In
some cases,  these  exchange  rate  fluctuations  can mask  underlying  business
performance.  For example,  growth in Asia's total MSB operating  profits was 83
per cent at reported rates,  compared to 103 per cent at Constant Exchange Rates
(CER).  This reflects the close  relationship  between most Asian currencies and
the US Dollar and its depreciation against sterling during the year.

Consequently,  the  Board  has  for a  number  of  years  reviewed  the  Group's
international  performance on a CER basis. This basis eliminates the impact from
conversion,   the  effects  of  which  do  not  alter  the  long-term  value  of
shareholders' interests in our non UK businesses.

In the  Business  Review  and  Financial  Review,  year-on-year  comparisons  of
financial performance are on a CER basis, unless otherwise stated.
 
Insurance 



 
UNITED KINGDOM AND EUROPE 
GBP'm unless otherwise stated                     2004      2003 *     Percentage Change  
                                                                             

APE sales                                          817       584                   40% 
NBAP                                               220       157                   40% 
NBAP margin                                        27%       27%                     - 
Total achieved profits basis operating profit      450       359                   25% 
Total MSB operating profit                         305       256                   19% 



* Certain  investment  mandates  previously  reported as UK  Corporate  Pensions
business are now reported as M&G institutional investment flows. This gives rise
to a  restatement  of 2003 UK APE sales of GBP32m (from  GBP616m to GBP584m) and
2003 UK NBAP of GBP9m (from GBP166m to GBP157m).

Prudential UK and Europe  delivered a strong  performance in 2004 increasing its
market share in the medium to long-term  savings  market  (excluding  collective
investments)  by 2.3  percentage  points to 8.9 per cent (based on data from the
Association of British  Insurers),  reflecting not only its brand  franchise and
financial  strength,  but also the  significant  progress made in broadening its
distribution  channels and product range, while maintaining a clear focus on its
customers.

Total APE sales were up 40 per cent on 2003 to GBP817  million,  which  included
GBP111  million in  relation to a  substantial  annuity  transaction  with Royal
London which was concluded in December.  Excluding Royal London,  APE sales grew
21 per  cent to  GBP706  million.  Growth  was  driven  by  increased  sales  of
unit-linked bonds (up 219 per cent), bulk annuities (up 62 per cent), individual
annuities  (up 24 per cent) and  credit  life  protection  products  (up 224 per
cent).  This increase in new business sales and a new business  margin of 27 per
cent led to an increase in new business  achieved  profits (NBAP) of 40 per cent
to GBP220 million.  Total achieved  profits basis operating  profit increased 25
per cent to GBP450  million.  The increase in profits from the in-force book was
partially offset by experience and assumption changes.  MSB operating profit was
GBP305  million in 2004,  an  increase  of 19 per cent on 2003.  This was driven
principally   by  increased   annuity  sales  now  being  written   through  the
shareholder-backed subsidiary,  Prudential Retirement Income Limited (PRIL).

New business  achieved  profit margins,  averaged across all products,  remained
stable at 27 per cent, however individual product performance varied. Margins on
Business to Business  (B2B)  corporate  pensions  fell from 16 per cent to 9 per
cent  principally  as  a  result  of  higher   proportions  of  less  profitable
unit-linked  products,  rather than with-profits products being sold in 2004. In
line with our strategy to develop further our  shareholder-backed  business,  we
have  sold  an  increasing  volume  of both  unit-linked  bonds  and  protection
products. The increased scale of the unit-linked bond business has enabled it to
approach  a  break-even  position  in terms of NBAP.  Margins on  annuities  and
with-profits  products  remained  in  excess of 40 per cent.  As  Prudential  UK
broadens  its  product  range,  the mix of  business  it expects to write in the
future is likely to lead to some  reduction in the overall new  business  profit
margin. Prudential UK expects this to be offset by higher new business premiums,
a greater proportion of which will be shareholder-backed.

Prudential  UK operates  through four  diversified  distribution  channels.  The
Intermediaries  (IFA) channel,  which  accounted for 34 per cent of APE sales in
2004,  distributes  a range of medium to long-term  savings  products  primarily
through independent  financial advisers and will include sales generated through
multi-ties.  The B2B channel, which accounted for 28 per cent of 2004 APE sales,
distributes  corporate pensions through work-site  marketing in partnership with
consulting  actuaries  and benefit  consultants.  The  Partnerships  channel has
responsibility  for developing  relationships  with banks and other distributors
and  accounted for 26 per cent of APE sales in 2004, an increase from 6 per cent
in 2003.  The  remaining 12 per cent of APE sales was generated by the Direct to
Customer channel which focuses  primarily on the sale of annuities to individual
pension  customers,  although  an  increasing  proportion  of this is now  being
transacted through IFAs.

Independent  financial  advisers  continue to be the  principal  channel for the
distribution  of life and pension  products for insurers in the UK. This channel
is undergoing significant change with the introduction by the Financial Services
Authority (FSA) of new  "depolarisation"  rules leading to the  establishment of
multi-tie  panels.  Over  the next  few  years,  Prudential  UK  expects  that a
significant  proportion of IFAs,  which previously  operated as  whole-of-market
providers,  will move to a panel  approach  whereby they  distribute the product
range of a select number of life companies.

Prudential UK has already been appointed to work with Sesame,  Millfield,  Tenet
and Burns-Anderson on the design of their respective multi-tie propositions.  It
has been  appointed to the  regulated  multi-tie  panels for Sesame,  Millfield,
Burns-Anderson  and THINC Destini and has also been appointed as THINC Destini's
single-tie annuity provider.

Depolarisation  is also  expected to have an effect on the UK bank  distribution
market as some  banks move to offer  their  customers  products  from a panel of
different  providers rather than from a single product  provider.  Prudential UK
has already seen  significant  growth through its  partnership  agreements  with
Lloyds TSB and  Alliance  and  Leicester  for the  distribution  of credit  life
protection products and with Zurich and Pearl for the distribution of individual
annuities.  The existing  reassurance  agreement with Zurich will be replaced in
the second half of 2005 with a direct offer  arrangement under which advisers of
Openwork  (formerly  Zurich  Advice  Network)  will sell  Prudential's  range of
annuity  products  to their  customers  on an  exclusive  basis,  following  the
Openwork operational launch.

Prudential UK has also entered into a five-year  partnership  agreement with St.
James's Place which becomes effective in May 2005 and will allow SJP Partners to
sell exclusively  Prudential's  annuity products to their customers.  On 1 March
2005,  Barclays  announced its intention to appoint  Prudential UK as one of its
nominated  product  providers  as  part  of the  bank's  multi-tie  approach  to
distribution to be launched later this year.

Prudential UK has maintained leading positions in many of its core product areas
including annuities, corporate pensions and with-profit bonds. Nearly all of its
annuity  business is now written  through  PRIL.  From July 2004,  this included
maturing  pensions from the unit-linked and  with-profits  funds,  the latter of
which makes up a large  proportion of annuity  sales.  In addition,  shareholder
capital  is used to  support  the  annuity  business  written on behalf of other
insurers (such as the agreements with Zurich and Pearl). Prudential UK is one of
the few insurers to write bulk annuity business and,  including the Royal London
transaction,  wrote GBP158 million APE in 2004, representing a 72 per cent share
of the market.

Prudential  UK is a market  leader in corporate  pensions:  in 2004,  it was the
provider to 20 per cent of FTSE 350 companies,  managing more than 4,000 pension
schemes,  and it is the market leader in the provision of pension schemes to the
UK public  sector.  It has  enhanced  its sales  process  to  include  automatic
enrolment and greater use of worksite marketing to support its position. 

Despite  seeing  reductions  in sales of  with-profit  bonds  across the market,
Prudential  believes that there is still customer demand for products offering a
smoothed investment return;  PruFund, a transparent smoothed investment product,
was  introduced  to the market in September.  Savers had invested  GBP10 million
(APE  GBP1  million)  in  PruFund  by the year  end.  

The Prudential Assurance Company's (PAC) long-term fund remains well capitalised
with a free asset ratio of 14.8 per cent on the former  regulatory Form 9 basis,
without  taking account of future profits or implicit  items.  The  with-profits
fund delivered a pre-tax  return of 13.4 per cent in 2004,  compared with a FTSE
All Share (Total Return) of 12.8 per cent. Consequently, Prudential UK announced
in February  2005 that total bonus rates were  increased  or  maintained  on all
unitised  plans  showing  that  with-profits   business   continues  to  deliver
attractive  returns for policyholders  when provided by a financially strong and
well managed fund such as Prudential.

Prudential  UK has also made a  significant  investment  in its
unit-linked offering and this is reflected in the increase in year-on-year sales
and market share. The Flexible  Investment Bond,  launched late in 2003, and the
recently-launched  range of  protected  bonds  continue  to  build  share in the
growing IFA  unit-linked  bond market.  

Throughout  the year,  Prudential UK has continued to extend its product  range.
Two risk management  products for defined benefit pension schemes will widen the
solutions  available  to pension  schemes  considering  bulk  annuity  buy-outs.
PruHealth,  a  healthcare  product  that links health and fitness to the cost of
medical insurance plans, was developed in conjunction with Discovery Holdings of
South  Africa,  the market  leader in the South  African  healthcare  market and
launched in October 2004.

Prudential  UK is  achieving  strong  growth,  through  both  new  and  existing
products, and by developing new distribution opportunities. Having completed the
GBP200  million  cost saving  programme,  it has  maintained  a focus on capital
management  and has  achieved  further cost  efficiencies.  This is reflected in
Prudential UK's ability to maintain overall new business margins in 2004.

Prudential's UK performance  reflects the continued  impact of its brand,  track
record  of  investment  performance  and  financial  strength,  as  well  as its
successful  transition from a with-profits and direct sales  orientated  company
into a competitive, cost effective organisation.  The successful diversification
of its distribution channels, new distribution  agreements and broadened product
range  place  Prudential  UK in a  strong  position  to  continue  to gain  from
developments  in the UK market.  Prudential  UK expects sales in 2005 to grow by
about 10 per cent from the base  established  in 2004.  This  compares  with the
industry expectation for UK market growth of around five per cent for 2005.
 




UNITED STATES 
GBP'm unless                 2004            2003         Percentage           2004             2003         Percentage
  otherwise           (as reported)         (at 2004         Change     (as reported)    (as reported)          Change  
  stated                                  exchange                                                                    
                                            rate)                                                                     
                                                                                                

  APE sales                   453             374              21%              453              418               8% 
  NBAP                        156             132              18%              156              148               5% 
  NBAP margin                 34%             35%                -              34%              35%                - 
  Total achieved              303             173              75%              303              194              56% 
  profits basis                                                                                                       
  operating                                                                                                           
  profit *                                                                                                            
  Total MSB                   182             125              46%              182              140              30% 
  operating                                                                                                           
  profit *                                                                                                            



* Continuing operations - excluding Jackson Federal Bank (JFB) which was sold in
October 2004

In 2004,  Jackson  National  Life  (JNL)  delivered  record  sales  despite  the
challenges  of  low  crediting  rates  offered  in  the  fixed  annuity  market,
relatively  flat equity  markets during the first nine months of the year and an
evolving regulatory environment.

APE sales for the year of GBP453 million were up 21 per cent on 2003, with total
retail sales of GBP368 million,  up 12 per cent on 2003.  Variable annuity sales
growth  in 2004  was 15 per  cent  compared  with  market  growth  of 3 per cent
(Source: VARDS).

New business  achieved profit of GBP156 million was up 18 per cent on 2003. This
increase  reflects a 21 per cent increase in total sales,  partially offset by a
shift in  product  mix  towards a higher  proportion  of  equity-linked  indexed
annuity,  life  and  institutional  sales  and  a  small  impact  from  economic
assumption changes.

Total achieved profits basis operating profit on continuing operations of GBP303
million was up 75 per cent on 2003. Total achieved operating profit on long-term
business of GBP317  million was up 80 per cent on 2003.  This reflects an 18 per
cent increase in new business  achieved profits and an in-force profit of GBP161
million,  which was more than three times  higher than in 2003.  The increase in
in-force  profit  primarily  reflects an  improvement  in spread income on fixed
annuities,  lower  economic  assumption  changes and a GBP28 million  favourable
legal settlement.

Total MSB operating profit on continuing  operations of GBP182 million was up 46
per cent on 2003. The 53 per cent growth in long-term  business operating profit
reflects  GBP169  million higher spread income and record  variable  annuity fee
income due to significant growth in separate account assets. In addition,  there
were two one-off  items,  a GBP28  million  favourable  legal  settlement  and a
positive  GBP8  million  adjustment  arising  from  the  adoption  of SOP  03-01
"Accounting and Reporting by Insurance  Enterprises for Certain  Non-traditional
Long Duration Contracts and for Separate Accounts". This adjustment relates to a
change in the method of valuing certain liabilities.

In 2004,  JNL  continued its focus on giving its  customers  greater  freedom of
choice by enhancing  its product  portfolio,  distribution  network and customer
service.

In March,  JNL launched its first variable  universal life product and in May it
introduced  Fifth  Third  Perspective,   a  variable  annuity  product  designed
exclusively for customers of Fifth Third  Securities.  In the eight months since
launch, sales of this product accounted for more than 65 per cent of JNL's total
variable  annuity sales through Fifth Third  Securities in 2004. In October,  it
added further  investment options to its Perspective II variable annuity product
as well as two new optional benefits which customers can actively select and pay
for.

JNL is a top 10  player  (as  measured  by net  flows) in the  variable  annuity
market.  Its  variable  annuity  assets  grew 36 per  cent in 2004  compared  to
industry  growth  of 12 per  cent  and  'Perspective  II' was the  best  selling
variable annuity contract in terms of net flows in the US (Source:  VARDS).  The
rate of take up of the fixed account option continued at normal levels,  with 29
per cent of the variable premium going into the fixed account,  compared with 48
per cent in 2003. JNL offers a range of variable annuity guarantee  benefits for
which customers pay.

JNL's APE fixed annuity sales of GBP113  million in 2004 were down 8 per cent on
2003. It was ranked the seventh  largest  provider of fixed  annuities in the US
(Source: LIMRA).

Institutional  APE sales of GBP85  million were up 98 per cent on 2003.  JNL has
taken advantage of attractive issuance  opportunities as they have arisen during
the year, and will continue to do so in 2005.

JNL took a significant  step forward in 2004,  enhancing its customer  servicing
and support function through the re-organisation of its customer support centres
to  provide  standardised  procedures,   increased  operational  efficiency  and
improved customer service.

Curian Capital, which provides innovative fee based separately managed accounts,
had net  investment  flows of GBP387 million in the year. At the end of 2004, 21
months from launch,  it had accumulated  over US$1 billion  (GBP550  million) of
funds under management. As the business builds scale, we expect operating losses
to reduce.

A  key   factor  in  JNL's   continuing   success   is  the   strength   of  its
relationship-based distribution model, which is heavily dependent upon achieving
the highest levels of customer  satisfaction.  In 2004, JNL received two service
awards and was one of only eight  companies  across all  sectors to earn a world
class  customer   satisfaction   award  from  North  America's  Service  Quality
Measurement  Group.  It also  received the  'highest  customer  satisfaction  by
industry' award for the financial services industry.

In October 2004,  JNL completed the sale of Jackson  Federal Bank (JFB) to Union
Bank of California  for GBP166  million.  JFB's  principal  area of business was
banking and commercial real estate  lending,  which no longer aligned with JNL's
strategy.

As part of JNL's continued focus on developing its life business in November, it
announced  the  purchase,  subject to  regulatory  approval,  of Life  Insurance
Company of Georgia for GBP137 million in November.  This acquisition will double
the  number  of JNL's  in-force  life and  annuity  policies,  add  scale to its
operating platform and expand its distribution capability.  This will enable JNL
to grow its life  business  at a higher  return  and  faster  rate than  achieve
organically.  JNL anticipates  achieving a minimum internal rate of return after
tax on this  transaction  of 13 per  cent  and the  capital  provided  from  its
retained  earnings will be returned over a pay-back period of about 5 years. The
planning for the integration of the business is on track and full integration is
anticipated within 12 months of closing the transaction. The regulatory approval
process is underway.

The US is the world's largest medium and long-term  savings  market.  Although a
fragmented market, it contains many profitable  segments.  JNL is a scale player
in its chosen  segments  and its  position  as a low cost  provider  gives it an
expense advantage over competitors. JNL's distribution proposition is strong; it
provides  market  leading  sales support  through  value-added  wholesaling  and
marketing support.

The ageing  demographics of the US, combined with customers'  increasing  demand
for professional  advice,  increase the potential for profitable  growth. JNL is
well  positioned  to  capitalise  on this given its strength  among  independent
broker  dealers  through  National  Planning  Holdings  (NPH),  its  independent
broker-dealer  network.  In 2004,  NPH increased  gross sales by 23 per cent and
increased agent productivity.

Following President Bush's State of the Union address and the items contained in
the President's  proposed 2006 budget,  JNL anticipates a variety of initiatives
to  promote  further  individual  choice,  greater  flexibility  and a  stronger
orientation  toward  market-based  solutions  to savings and  retirement.  These
proposals will include personal security accounts,  as well as tax-free accounts
for savings and simplified retirement accounts.

We expect  the US market to grow at about  four per cent in 2005 and JNL to grow
sales at  around  twice  this  rate as  current  conditions  continue  to favour
companies which have a range of variable and fixed annuity product offerings,  a
relationship-based distribution model and award-winning service. We expect to be
able to  maintain  margins at current  levels  depending  on the mix of business
written.
 
ASIA 




                                                                                                                      
  GBP'm unless              2004            2003         Percentage           2004             2003         Percentage
  otherwise         (as reported)         (at 2004         Change     (as reported)    (as reported)          Change  
  stated                                  exchange                                                                    
                                            rate)                                                                     
                                                                                              

  APE sales                   453             374              21%              453              418               8% 
  NBAP                        156             132              18%              156              148               5% 
  NBAP margin                 34%             35%                -              34%              35%                - 
  Total achieved              303             173              75%              303              194              56% 
  profits basis                                                                                                       
  operating                                                                                                           
  profit *                                                                                                            
  Total MSB                   182             125              46%              182              140              30% 
  operating                                                                                                           
  profit *                                                                                                            



In Asia,  APE sales  showed  solid  growth  over 2003,  up 14 per cent to GBP576
million with particularly high growth rates in India,  Korea,  Taiwan and China,
offset to a certain extent by lower volumes in Vietnam due to a steadying of the
market on the back of four years of explosive  growth  following  liberalisation
and in Japan where we are  implementing our strategy to focus on more profitable
products  and  distribution  channels.  Excluding  discontinued  lines in Japan,
growth over 2003 was 20 per cent.

NBAP of GBP312  million was up 19 per cent on 2003  reflecting a combination  of
increased  sales and higher NBAP margin.  APE  increased by 14 per cent on 2003.
The  NBAP  margin  was 54 per  cent,  compared  to 52 per  cent in  2003  due to
effective management of country and product mix.

The Asian  economies'  consistently  high economic  growth rates and  favourable
demographics,  together  with the  trend  to allow  greater  access  to  foreign
financial services players makes these markets very attractive. However, success
is  not  guaranteed;  there  are  many  regulatory,  cultural,  competitive  and
organisational  challenges  which favour companies such as Prudential who have a
long  history and clear  commitment  to Asia,  a track record of delivery and an
operating model enabling them to 'think internationally and act locally'.

Over the last ten years, building on its long-standing commitment to the region,
Prudential  has  followed  a  proven   strategy  of  expanding   geographically,
diversifying its distribution,  launching innovative,  customer focused products
and partnering with leading local institutions. Today, Prudential has operations
in 12 countries and is Europe's  leading life insurer in Asia in terms of market
coverage and number of top 5 market positions. It has an agency force of 136,000
that  generates  around 75 per cent of new  business  with the  remainder of new
business coming from a variety of distribution partnerships,  including a number
of leading banks.  The face of Prudence is well-known  throughout the region and
has similar recognition levels to other leading international financial services
institutions.

This  breadth  and  depth of  operations  across  the  region  gives  Prudential
diversity backed up by collective scale that is a real competitive  advantage as
it can  leverage  expertise  and  experience  in some  countries  and apply this
elsewhere  as  appropriate.  It is also able to take a  longer-term  view on the
development of the region as a whole. Prudential Corporation Asia's consistently
impressive NBAP margins  illustrate not just the overall  attractiveness  of the
Asian markets,  but more specifically our success in maximising  long-term value
creation while effectively managing risk.

During 2004, the strength of Prudential  Corporation  Asia's  business model was
illustrated in a number of ways:

When  Prudential  acquired  its life  operation  in  Taiwan  in 1999,  the first
priority was to build distribution scale, and, consequently,  agent numbers grew
rapidly. In 2003 the focus shifted to broadening the product range and improving
profitability  by  capitalising  on being the first life  operation in Taiwan to
launch  regular  premium  unit-linked   insurance  products  through  leveraging
successes  in markets such as Singapore  and  Malaysia.  During 2004 APE volumes
grew  significantly by 23 per cent and the proportion of unit-linked sales is 40
per cent, significantly higher than the industry.

In India,  the ICICI  Prudential  joint venture  continues to grow very strongly
with  APE up 127 per  cent on 2003.  With  ICICI's  strong  local  presence  and
reputation and Prudential's  expertise, it is the leading private sector player,
well ahead of its nearest  competitors.  In 2004, the  government  announced its
intention  to increase the cap on foreign  ownership  from 26 per cent to 49 per
cent. While Prudential  remains  interested in increasing its stake in the joint
venture,  the  relevant  legislation  has not yet been  put  before  the  Indian
Parliament.

The Hong Kong market has seen some  significant  changes over the last few years
with increasing  emphasis on shorter-term  single premium  products sold through
bank channels.  Prudential's  innovative  bancassurance  model,  as applied with
Standard  Chartered  Bank (SCB) in Hong Kong, has proven to be very effective in
enabling  Prudential to leverage its top 5 position in a very competitive market
while  still  retaining a strong core  agency  channel  which  produces a higher
proportion of regular premium business.

In  Singapore  the  market is  competitive  and  Prudential  remains  focused on
profitability  rather than pure volume;  although new business APE declined by 4
per cent in 2004, new business achieved profit margins increased by 5 percentage
points.  Prudential's other long-established  market, Malaysia, which celebrated
its 80th anniversary in 2004 recorded APE sales up 15 per cent on 2003.

The Japanese life market  remains very  challenging  and in the third quarter of
2003 we  scaled  back  our  operations  to focus on  higher  value  distribution
channels and more profitable products.  While the operation is now somewhat more
efficient with lower expense levels and has made some progress with establishing
new  distribution  channels,  it will  take some time to  deliver  material  new
business  volumes and become a positive  contributor  to Prudential  Corporation
Asia's overall results.  

However, in its other North Asian Market,  South Korea,  Prudential continues to
have great success;  new business APE growth was 113 per cent in 2004, driven by
developing a multi-channel  distribution  model including a pioneering  cable TV
home shopping  channel,  bancassurance,  proprietary  distribution  and a strong
general  agent  (multi-tied)   network.  In  2004  we  successfully  launched  a
unit-linked insurance product, making Korea the 10th Prudential Corporation Asia
market to offer these capital efficient products.

With over five million life insurance customers, Prudential Corporation Asia now
has the scale to benefit from more  standardisation and integration of processes
and the  introduction  of common  systems  platforms.  In 2004,  the first  step
towards a more  integrated  back  office  was made with the launch of a regional
processing  centre,  Prudential  Services  Asia,  based in Malaysia's  high tech
business  park  Cyberjaya. 

In  China,  Prudential's  joint  venture  with  China  International  Trust  and
Investment  Corporation  (CITIC) is one of the country's leading foreign players
and APE growth was 70 per cent last year. CITIC  Prudential  already operates in
three cities,  has a new Shanghai  operation  launching in the second quarter of
2005 and in February 2005 received  additional  licences for cities in Guangdong
province  (Donggaun  and  Foshan),  and has approval to provide  Group  policies
alongside  the core  individual  life  products.  It is expected that this rapid
development will continue as geographic licensing restrictions ease further.

The impact of Prudential  Corporation Asia's focus on capital efficiency and its
increasing  scale can be seen as it is expected to become a net  contributor  of
cash to the Group in 2006,  whilst  continuing to fund high growth rates. We are
confident  of  our  ability  to  grow  strongly  and  profitably  in  Asia:  the
opportunities  in our newer  markets,  coupled  with the  strength of our larger
operations, should enable us to accelerate our level of sales growth in 2005. We
expect to be able to maintain margin while delivering this growth.

Fund Management
 




M&G 
GBP'm unless                  2004            2003         Percentage           2004             2003         Percentage
otherwise             (as reported)         (at 2004         Change     (as reported)    (as reported)          Change  
stated                                      exchange                                                                    
                                               rate)                                                                    
                                                                                                

  APE sales                   576             506              14%              576              555               4% 
  NBAP                        312             262              19%              312              291               7% 
  NBAP margin                 54%             52%                -              54%              52%                - 
  Total achieved              381             328              16%              381              365               4% 
  profits basis                                                                                                       
  operating                                                                                                           
  profit *                                                                                                            
  Total MSB                   126              77              64%              126               85              48% 
  operating                                                                                                           
  profit *                                                                                                            



M&G is Prudential's UK and European fund management business and has over GBP126
billion  of  funds  under   management,   of  which  GBP98  billion  relates  to
Prudential's  long-term  business funds.  M&G operates in markets where it has a
leading  position and competitive  advantage,  including retail fund management,
institutional fixed income,  pooled life and pension funds, property and private
finance. We believe,  based on data from the Investment Management  Association,
M&G ranks as the third largest asset manager in the UK.

In 2004,  M&G's operating profit  including  performance-related  fees (PRF) was
GBP136  million,  an increase of GBP53 million on the previous year.  Underlying
profit,  which  excludes  PRF,  increased  by 57  per  cent  to  GBP110  million
reflecting  the  strengths  of  M&G's  diversified  business,  disciplined  cost
management and the success it has had in developing new sources of revenue. Over
the last two years,  M&G's  underlying  profit has more than doubled even though
the average of the FTSE All Share index in 2004 was at similar levels to 2002.

Performance-related fees in 2004 were GBP26 million,  including GBP20 million as
a result of several exceptionally  profitable  realisations by PPM Ventures that
are not expected to recur.  M&G also received GBP6 million of  performance  fees
for the management of the  Prudential  Assurance  Company  long-term and annuity
funds, which continued to beat their strategic and competitor  benchmarks during
the year.

M&G enjoyed a very strong year in terms of sales,  with gross fund inflows up 54
per  cent to  GBP5.8  billion.  Net  fund  inflows  were up 48 per  cent to GBP2
billion.  External funds under  management,  which represent  approximately  one
quarter of M&G's total funds  under  management,  rose by 19 per cent during the
year to GBP28.7  billion  due to a  combination  of net fund  inflows  from both
retail and institutional clients and market gains on existing funds.

In M&G's  retail  businesses,  gross fund  inflows were a record GBP2 billion in
2004, up 61 per cent on the previous  year. In the UK, M&G  maintained its fixed
income sales and  continued to increase fund flows into equity funds on the back
of its strong fund  performance.  The launch of the M&G  Property  Fund in March
2004 provided M&G with an additional asset class for the retail market and added
a  significant  boost to sales.  The success of M&G's  expansion  into  Germany,
Austria and Italy was evident in 2004 with gross fund inflows  growing  fourfold
to EUR611 million (GBP433 million), compared with the previous year.

In its  institutional  businesses,  M&G  continued  to reap the  benefits of its
position as a leading innovator in fixed income and private finance,  with gross
fund  inflows  increasing  by 50 per cent to GBP3.9  billion  during  2004.  The
successful  strategy of developing new external  business lines with  attractive
margins,  using  expertise  developed for internal  funds,  generated  increased
revenue  streams,  especially  in the  area  of  non-correlated  assets  such as
leveraged loans.  M&G's private finance business closed two more  Collateralised
Debt  Obligations  (CDOs)  during the year,  bringing  the total  number of CDOs
launched since 2001 to six.

M&G's property  division,  Prudential  Property  Investment  Managers (Pru PIM),
which  invests  primarily  on  behalf  of  the  Prudential   Assurance  Company,
significantly  increased its funds under management during 2004 and expanded its
product offering into the retail marketplace with the launch of the M&G Property
Fund alongside the successful expansion of its unit-linked funds. Pru PIM is one
of the largest institutional  property fund managers in the UK with over GBP14.8
billion invested in the property market.

Looking forward,  we expect M&G to continue to perform strongly  building on its
current position.
 
Asia Fund Management 




                                                                                                                      
  GBP'm unless               2004           2003         Percentage           2004             2003         Percentage
  otherwise          (as reported)        (at 2004         Change     (as reported)    (as reported)          Change  
  stated                                  exchange                                                                    
                                            rate)                                                                     
                                                                                              

  Net investment            1,198          1,416             (15)%           1,198            1,522             (21)% 
  flows                                                                                                               
  Total MSB                    19             11               73%              19               13               46% 
  operating                                                                                                           
  profit                                                                                                              
  * - excluding development and Asia regional head office expenses


                                                   
Prudential  Corporation Asia manages GBP22.5 billion funds under  management,  a
growth of 24 per cent from 2003, on behalf of the Asian Life  businesses,  funds
allocated from elsewhere in the Prudential  Group to Asia and retail  customers'
funds  principally  in the form of mutual funds.  Collectively  it is one of the
region's largest  international  fund managers and has investment  product funds
under management of GBP7.8 billion.

Investment  flows are from  Prudential's  mutual fund  operations in seven Asian
markets and include  Prudential's  36 per cent share of its joint  venture  with
Bank of China  International  (BOCI) in Hong Kong for Mandatory  Provident  Fund
(MPF) products and unit trusts.

During 2004  Prudential's  Japanese mutual fund operation has seen  considerable
success  with net inflows of GBP1.4  billion,  primarily  driven by marketing US
bond funds that leverage the expertise of PPM America.

These strong fund inflows from Japan and good results from  Prudential's  Korean
asset  management  business  offset the marked  decline in Taiwan's  bond funds'
assets under management, where industry-wide concerns over the liquidity of some
bond funds  unsettled  the market  during the second half of 2004.  As a result,
funds under management in Taiwan reduced by 33 per cent during 2004.

Looking  ahead,  while  Prudential's  Asian funds  division will continue to add
value to its core internal clients,  there are also good opportunities for it to
continue to expand its retail customer base.
 
Banking 



Egg 



                                                                                                     
GBP'm unless otherwise stated                  2004    2003    Percentage Change  
Total MSB operating profit *                                                      
                                                                         

Egg UK                                           74      73                    1% 
Subsidiaries / Associates / Joint Ventures     (21)     (4)                (425)% 
Others                                         (10)    (14)                   29% 
                                               ----    ----                  ---- 
                                                 43      55                 (22)% 
Net interest income *                           287     263                    9% 
Non-interest income *                           210     157                   34% 
                                               ----    ----                  ---- 


                                                                  
* Continuing operations - excluding Egg's France business. 

Egg is an innovative  financial  services company,  providing a range of banking
and  financial  services  products  through its  internet  site.  The  principal
business includes credit cards, deposits, general insurance and mortgages.

Operating  profits from the core UK business were GBP74  million,  compared with
GBP73 million in 2003. This represents a solid result  considering the increased
competition  and rising  interest  rates that have  impacted the credit card and
personal loan markets.

Unsecured  lending  grew  strongly by GBP1.4  billion  during 2004 taking  total
balances to GBP6.2  billion as at the end of 2004,  up 30 per cent on last year.
The successful  cross-selling  of personal loans into their credit card customer
base has been complemented by the MasterCard proposition launched in June, which
is proving  popular  with Egg's  customers  and has now achieved  almost  GBP140
million  in  balances.  Overall,  Egg's  share of the  credit  card  market  had
increased to 6 per cent at the end of 2004.

Income arising from the UK of GBP497  million grew by 18 per cent on 2003,  with
non-interest  income providing the majority of the increase.  Margins were under
pressure throughout the year from increased competition, especially in the first
half, and rising base rates.  Despite the rising  interest rate and  competitive
landscape,  net interest  income  increased by almost 9 per cent on 2003.  Other
income also grew  impressively,  up 34 per cent to GBP210  million.  Record loan
disbursements  and good  card  balance  growth,  with  associated  revenue  from
cross-sales of payment protection insurance, was the main factor.

Egg's effective cost management and good credit quality also  contributed to the
solid  results from its UK operation.  It has increased its provision  levels to
reflect the change in its product mix following growth in its unsecured  lending
portfolio,  the  stage in the life  cycle  of its  card and loan  books  and the
increasing proportion of personal loans business.

Egg has 3.1 million  customers  who are defined as  "marketable"  based on their
activity levels.  Moving forward, Egg will focus on growing lending balances and
fee income  through a mix of both  acquisition  and cross  sales  rather than by
customer acquisition as the key growth metric.

The  operating  loss for the  discontinued  French  operation  was GBP37 million
reflecting the results up to the date of the  announcement of Egg's intention to
withdraw  from the market in July 2004. In 2004,  Egg sold its French  unsecured
lending,  savings and brokerage  portfolios and in early 2005 closed the current
account business. The expected total exit costs remain unchanged from the GBP113
million provision established in July 2004.

Consistent  with the intention to focus on its  successful UK business,  Egg has
sold its  investment  business to Fidelity at a small loss,  which will  release
approximately  GBP20  million of capital  back to its core  banking  business in
2005. It has also put Funds Direct,  its investment wrap platform  business,  up
for sale and provided for a GBP17  million  impairment  charge  against the full
carrying value of the underlying assets in Funds Direct.

During  2005,  Egg intends to  undertake a  restructuring  of share  capital and
reserves with a view to  eliminating  its profit and loss deficit  against other
reserves including the share premium account.  This restructuring will allow the
payment of dividends as and when  sufficient  distributable  reserves  have been
generated  and  Egg's  Board  considers  it to be in the best  interests  of the
Company and its shareholders.

Looking forward,  Egg's highly attractive unsecured lending portfolio represents
an opportunity to grow further and deliver healthy returns. In addition, it will
continue to build on its strong  relationship with customers and their levels of
consideration to buy other products from Egg, as evidenced by general  insurance
cross sales in the fourth quarter. To this end, Egg will look to offer a broader
range of products and services in 2005 and beyond.

We expect Egg to finance its own growth without  requiring  capital support from
the Group.
 
FINANCIAL REVIEW 
SALES AND FUNDS UNDER MANAGEMENT 

Prudential delivered strong growth in sales during 2004 with total new insurance
sales up 40 per cent to GBP12.1 billion at constant  exchange rates (CER).  This
resulted  in record  insurance  sales of GBP1.85  billion on the annual  premium
equivalent (APE) basis, an increase of 26 per cent on 2003. At reported exchange
rates, APE was up 19 per cent on 2003.

In 2004, gross written premiums, including insurance renewal premiums, increased
19 per cent to GBP16.4 billion,  reflecting the growth of new insurance sales in
2004 and the significant  contribution  from regular premium business written in
previous years.

Total gross investment  sales for 2004 were GBP25.1  billion,  up 21 per cent on
2003 at CER. Net investment  sales of GBP3.6 billion were up 23 per cent on last
year at CER. The strong growth across a number of markets  offset the high level
of  redemptions  in  Taiwan,  which was the result of market  concern  about the
liquidity of bond funds across the Taiwanese mutual fund market.

Total  investment  funds under  management in 2004 increased by 19 per cent from
GBP30.9 billion to GBP37.1  billion,  reflecting net investment  flows of GBP3.6
billion and net market and other  movements  of GBP2.6  billion.  At 31 December
2004, total insurance and investment funds under management were GBP187 billion,
an increase of 11 per cent from 2003.  This marked a record level of funds under
management  and the increase was primarily due to the  combination of changes in
the market value of  investments  and the impact of net insurance and investment
sales achieved during the year.
 
Basis of preparation of results 

Prudential  is required to account for its long-term  insurance  business on the
modified statutory basis (MSB) of reporting under UK accounting  standards.  The
Group's primary  financial  statements are therefore  prepared on this basis and
broadly  reflect  the UK  solvency-based  reporting  regime  and,  for  overseas
territories,  adjusted  local  or US GAAP.  In  broad  terms,  MSB  profits  for
long-term   business   reflect  the  aggregate  of  statutory   transfers   from
with-profits  funds and profits on a traditional  deferral and matching approach
for other long-term business. Although the statutory transfers from with-profits
funds are closely aligned with cash flow generation,  the pattern of MSB profits
over time from  shareholder-backed  long-term  businesses will generally  differ
from the cash flow pattern. Over time however, aggregate MSB profits will be the
same as aggregate cash flow.

Life insurance  products are, by their nature,  long-term and the profit on this
business is generated over a significant number of years. MSB profits do not, in
Prudential's opinion, properly reflect the inherent value of these future profit
streams.

Accordingly,  in common  with other  listed UK life  assurers,  Prudential  also
reports  supplementary  results for its  long-term  operations  on the  achieved
profits  basis.  These results are combined with the statutory  basis results of
the Group's other operations,  including fund management and banking businesses.
Reference to operating profit relates to profit including  investment returns at
the expected  long-term rate of return,  but excludes  amortisation of goodwill,
exceptional items,  short-term fluctuations in investment returns and the effect
of changes in economic assumptions.

In the directors' opinion,  the achieved profits basis provides a more realistic
reflection  of the  current  performance  of  the  Group's  long-term  insurance
operations  than  results  on  the  MSB  basis,  as  it  reflects  the  business
performance  during the  accounting  period under  review,  although  both bases
should be considered in forming a view of the Group's performance.

ACHIEVED PROFITS BASIS RESULTS 

The  achieved  profits  basis  results for  long-term  business  are prepared in
accordance with the Association of British Insurers' (ABI) guidance for achieved
profits  reporting  issued in December  2001.  This  guidance  requires that for
countries  where capital markets are well  developed,  the economic  assumptions
used for the projection of cash flows are to be on an 'active'  basis,  which is
primarily  based on appropriate  government bond returns at each period end. The
effects of changed  economic  assumptions on the adjusted  opening balance sheet
value are  reflected  in the  profit  reported  for the year and  excluded  from
operating profit.

The active basis is applied to UK and US operations, and those countries in Asia
where  there  are  well-developed  government  bond  markets  (Japan,  Korea and
US$-denominated  business in Hong Kong).  Assumptions  in other Asian  countries
continue to be based on an assessment of long-term economic conditions. In 2004,
use of the active basis resulted in a decrease in the risk discount rate applied
to the UK insurance operations from 7.4 per cent to 7.2 per cent, and a decrease
in the UK investment return assumption for the UK with-profits fund from 6.8 per
cent to 6.5 per cent. The decrease  primarily  reflects decreases in the 15-year
gilt  yield  from  4.8 per cent at the end of 2003 to 4.6 per cent at the end of
2004.  The risk margin over the risk free rate was  maintained  at 2.6 per cent.
The expected long-term inflation rate assumption  decreased from 3.1 per cent to
2.9 per cent,  reflecting the difference  between  conventional and index-linked
gilts.  These changes are a function of the active basis rather than a change in
Prudential's long-term view of future returns and levels of price inflation.

In the US, the risk  discount  rate has  remained at 7.4 per cent.  The level of
capital required to support the business (the 'target  surplus') has been taken,
as in 2003, to be 200 per cent of the Company  Action Level Risk Based  Capital,
calculated   in   accordance   with  the  National   Association   of  Insurance
Commissioners' risk-based capital standards for life insurance companies.

In Asia, each country has its own specific  discount rate. The weighted  average
risk  discount  rate,  which is  determined  by weighting  each Asian  country's
economic  assumptions  by  reference  to the achieved  profits  basis  operating
results for new business  written in 2004,  was 9.6 per cent in 2004, a decrease
from  10.4  per  cent in  2003.  The  discount  rates  used in  various  country
operations  range between 5 per cent to 19 per cent.  The weighted risk discount
rate declined during 2004  principally due to lower pre-tax  expected  long-term
nominal  rates  of  investment  return  and  lower  weighted  long-term  rate of
inflation assumptions due to changes in the geographic mix of business in 2004.

The overall  impact on the Group's  achieved  profits  basis  result for 2004 of
using these revised economic assumptions compared with those used in 2003, was a
reduction in new business  achieved  profit (NBAP) of around GBP13 million and a
decrease in achieved profits basis shareholders' funds of GBP85 million.
 
 
 
Achieved Profits Basis Operating Profits 

Total achieved profits basis operating  profits from continuing  operations were
GBP1,124  million,  up 39 per cent from 2003 at CER. At reported exchange rates,
the result was up 31 per cent.  This  result  reflects a  combination  of strong
growth in all the insurance and funds management businesses.





                                                                                                                      
  Achieved Profits Basis                             2004            2003           Percentage         2004     2003   Percentage
  Operating Profits                         (as reported)         (at 2004           Change      (as reported)             Change
                                                                  exchange                                    (as reported)      
                                                                   rate)                                                          
                                               GBP'm              GBP'm                                GBP'm      GBP'm           
                                                                                                            
  
 Insurance business                                                                                                  
               UK and Europe                    450               359                 25%               450        359        25% 
               US                               317               176                 80%               317        197        61% 
               Asia                             381               328                 16%               381        365         4% 
               Development expenses            (15)              (24)                 38%               (15)       (27)       44% 
                                               ----              ----                ----               ----       ----       ---- 
                                              1,133               839                 35%             1,133        894        27% 
                                                                                                                      
                                               ----              ----               ----                ----       ----       ---- 
  Fund management business                                                                                            
               M&G                              136                83                64%                136         83        64% 
               US broker dealer and            (14)               (3)              (367%)              (14)        (3)      (367%) 
               fund management                                                                                        
               Asia fund management              19                11                73%                19          13        46% 
                                               ----              ----               ----               ----       ----       ---- 
                                                141                91                55%               141          93        52% 
                                               ----              ----               ----               ----       ----       ---- 
  Banking                                                                                                             
               Egg (UK)                          43                55              (22%)                43         55       (22%) 
  Other income and expenditure                (193)             (178)               (8%)             (193)      (181)        (7%) 
                                                                                                                      
                                               ----              ----               ----              ----       ----       ---- 
  Operating profits from continuing           1,124               807                39%             1,124       861         31% 
  operations                                                                                                          
                                               ----              ----               ----               ----     ----        ---- 


Prudential's  insurance business achieved  significant  growth, both in terms of
new business achieved profits (NBAP) and in-force profit,  resulting in a 35 per
cent increase in operating  profit over 2003 at CER. NBAP of GBP688  million was
up 23 per cent on the prior year at CER and up 14 per cent at reported  exchange
rates.  In-force profit  increased 51 per cent on 2003 at CER to GBP460 million.
At reported exchange rates, in-force profit was up 46 per cent.

Results  from fund  management  and banking  business  were GBP184  million,  an
increase  of 26  per  cent  at  CER on  2003.  This  was  mainly  driven  by the
significant contribution from M&G.

Other income and expenditure was negative GBP193 million  compared with negative
GBP178 million at CER in 2003.  This reflected an increase in investment  return
on centrally held assets and other income offset by higher interest  payable and
head office costs.
 
New Business Achieved Profits (NBAP) 

In 2004,  the Group has generated  record new business  achieved  profits (NBAP)
from  insurance  business of GBP688  million which was 23 per cent above 2003 at
CER,  driven by strong sales momentum across all markets.  At reported  exchange
rates, NBAP was up 14 per cent. The average Group NBAP margin of 37 per cent was
slightly  down from 38 per cent in 2003.  The  overall  margin has been  broadly
maintained over the last two years, reflecting careful management of product mix
within each business and across the three regions.

NBAP from the UK and Europe Insurance Operations was GBP220 million, an increase
of 40 per cent on 2003. This reflected  increased APE sales and a balanced shift
in sales  mix.  This  positive  movement  arose due to  increased  sales of more
profitable  bulk  annuities  partially  offset by reduced  sales of high  margin
with-profit bonds and increased sales of less profitable executive pensions.

Individual and bulk annuity  margins  remained  strong at 43 per cent and 46 per
cent  respectively,  partly as a consequence of nearly all annuity  business now
being written in Prudential  Retirement  Income  Limited  (PRIL),  a shareholder
backed  business.  88 per cent of annuities  business was written in shareholder
backed  funds  in  2004,  compared  with 56 per  cent  in  2003.  Previously,  a
substantial  proportion  of annuity  business was written in a subsidiary of the
with-profits fund.

PRIL  was  established  in  September  2000,  initially  to write  bulk  annuity
business.  This was expanded to include external individual annuity business and
Prudential-branded  internal  vestings  (annuity  business  sales  arising  from
maturing in-force pension books) in September 2001 and July 2004 respectively.

Business to Business  (B2B)  corporate  pensions saw a fall in NBAP margins to 9
per cent  principally  reflecting  a change of mix towards  the less  profitable
unit-linked  products.  Margins on with-profits  bonds remained stable at 41 per
cent.

As the unit-linked business has gained scale, with sales growing by 219 per cent
in 2004, margins have approached a break-even position.

In the US, JNL's NBAP of GBP156 million was up 18 per cent on 2003 at CER and up
5 per cent at reported rates.  This increase was principally  volume driven as a
result of high sales levels recorded during the year. The NBAP margin was 34 per
cent in  2004,  a  slight  reduction  from 35 per cent in 2003 due to a shift in
product mix and a small impact from economic assumption changes.

Jackson  National  Life's  expense  ratio has fallen 3 basis points from 2002 to
stand at 46 basis points at the end of 2004.  We believe  Jackson  benefits from
its  considerable  expense  advantage  relative  to  its  principal  competitors
enabling it to maintain these attractive margins.

The  margin  achieved  on  variable  annuity  business  in 2004  was 37 per cent
compared  with 36 per cent in 2003.  This  improvement  is a result  of  pricing
changes instituted early in 2004. For fixed annuity business the margin declined
by 9 per cent  over  the  last 2 years  to 32 per  cent at the end of 2004.  The
reduction in margin is due to a lower fund earned rate as yields have  declined,
however target spreads have been maintained.

In Asia, NBAP of GBP312 million was up 19 per cent at CER on 2003,  reflecting a
combination  of increased  sales and higher NBAP margin.  During 2004, APE sales
were up 14 per cent on 2003 and the NBAP margin was 54 per cent,  compared  with
52 per cent in 2003 at CER.  The  increase  in margin was  principally  due to a
combination of changes in country mix and product mix being offset by the impact
of assumption changes.
 
In-Force Achieved Profits 

Total in-force profit in 2004 was GBP460 million,  an increase of 51 per cent on
2003 at CER. This was driven by the significant  increase in the in-force profit
in the US.

UK and European  in-force  profit of GBP230  million was up 19 per cent on 2003.
The profits  arising  from the unwind of discount  from the  in-force  book were
partially offset by adverse  operating  assumption  changes and other experience
charges.

A charge of GBP66 million was made reflecting a 40 per cent strengthening of the
persistency  assumptions on the closed-book of personal  pensions  business sold
through the closed direct sales force channel.  This assumption  change reflects
Prudential UK's experience over the last three years and,  post-tax,  represents
about 1 per cent of the overall embedded value of the UK business.

Measures to manage and improve the conservation of in-force  business have had a
beneficial  effect on  persistency  that  Prudential  UK expects to  maintain or
improve. Consequently, Prudential UK has not changed persistency assumptions for
all other products.

Other charges of GBP34 million  include GBP21 million of costs  associated  with
complying with new regulatory requirements and restructuring.

In the US, the  in-force  profit of GBP161  million  was more than  three  times
higher  than  in  2003.  This  growth  reflects  improvements  from  2003 in net
experience  variances to positive GBP33 million (an increase of GBP46 million at
CER), changes in operating  assumptions to negative GBP3 million (an increase of
GBP16  million at CER) and changes in other items to positive  GBP12 million (an
increase of GBP37  million at CER).  Included in other items is a GBP28  million
favourable legal settlement.

The GBP33 million  positive total experience  variance  includes a GBP43 million
positive  spread variance (net of risk margin  reserve)  primarily  reflecting a
favourable  variance in the fixed annuity  portfolio.  The assumed spread on new
fixed annuity business is 155 basis points grading to 175 basis points over five
years.

Asia's  in-force  profit  (before  development   expenses  and  the  Asian  fund
management  business)  increased to GBP69  million in 2004 from GBP67 million in
2003 at CER.  This reflects a higher unwind of the discount rate as the in-force
business  builds  scale and lower  experience  variances,  offset by  assumption
changes  of GBP56  million.  The  assumption  changes  made in 2004  principally
reflect  a  worsening  persistency  in  Singapore  and  a  revision  to  expense
assumptions in Vietnam.
 
Non-insurance Operations 

M&G 

M&G's operating  profit was GBP136  million,  an increase of 64 per cent on last
year.  This included GBP26 million in  performance-related  fees (PRF), of which
GBP20  million was  generated  by PPM Ventures on the  exceptionally  profitable
realisation of several investments during the year.

Underlying profits of GBP110 million were 57 per cent higher than 2003, achieved
as a  result  of a  strong  performance  across  all of  M&G's  business  lines.
Significant  growth  was  delivered  in the areas of fixed  income,  retail  and
property;  attributable to the continued development of new business streams and
the recovery in stock markets during 2004. In addition,  underlying profits were
also boosted by GBP7 million of one-off provision releases in 2004 that will not
recur in future years.

M&G's revenue  growth  continues to be combined  with careful cost  control.  In
2004, M&G enjoyed the first full year of savings from the  outsourcing of retail
administration  at the end of 2003. This,  together with the tight management of
overhead  across the entire  business,  has resulted in costs remaining flat for
the last four years.
 
US broker dealer and fund management businesses 

The broker dealer and fund management operations, which includes Curian Capital,
reported a total loss of GBP14  million,  compared  with a GBP3  million loss in
2003. This primarily reflects increased losses at Curian Capital as the business
continues to build scale.
 
Asian fund management business 

Profit from Asian fund management  operations was GBP19 million,  up 73 per cent
from 2003, reflecting a combination of increasing scale and profitability in the
retail  business,  particularly  from the joint venture with ICICI in India, and
higher management fees from the UK and Asian life businesses.
 
Egg 

Egg's total continuing operating profit in 2004 was GBP43 million, compared with
GBP55  million in 2003,  reflecting  an  increase in profit from the UK business
offset by a GBP17 million  impairment  charge on the underlying  assets of Funds
Direct.

Egg's  UK  business  delivered  a  good  set  of  results  with  a  particularly
encouraging  performance in the second half of 2004. For the full year, a profit
of GBP74  million  was  recorded,  compared  with GBP73  million  in 2003.  This
represents a solid  result  considering  the  increased  competition  and rising
interest rates that have impacted the credit card and personal loan markets.

Included in the continuing operating results was a charge of GBP3 million, which
related to the  migration and other exit costs  associated  with the transfer of
the funds  supermarket  business to Fidelity  FundsNetwork.  The  transfer  will
result in annual savings of around GBP3 million.

Following  the  decision  to  dispose of its  investment  in Funds  Direct,  its
investment wrap platform  business,  Egg provided for a GBP17 million impairment
charge against the full carrying value of the underlying assets of Funds Direct.
 
Others 

Asia's  development  expenses  (excluding  the  regional  head office  expenses)
reduced by 38 per cent at CER to GBP15  million,  compared with GBP24 million in
2003.  These  development   expenses  primarily  related  to  repositioning  the
insurance operation in Japan.

Other  net  expenditure  increased  by GBP15  million  to GBP193  million.  This
reflected an increase in  investment  return and other  income  offset by higher
interest  payable  and head office  costs.  Head office  costs  (including  Asia
regional  head  office  costs of GBP29  million)  were GBP83  million,  up GBP16
million  on 2003.  The  increase  mainly  reflects  the  substantial  work being
undertaken  for  the   implementation  of  International   Financial   Reporting
Standards, Sarbanes Oxley and other regulatory costs.
 
Total Achieved Profits Basis - Result Before Tax 

(Year-on-year comparisons below are based on reported exchange rates.) 

The result before tax and minority  interests was a profit of GBP1,521  million,
up 82 per cent on 2003. This primarily reflects the strong operating profit from
continuing  operations  of  GBP1,124  million and the lower  negative  effect of
changes in economic assumption of GBP100 million,  compared with negative GBP540
million in 2003. The result also benefited  from strong  investment  performance
which was ahead of the long-term investment assumptions.

The UK component of  short-term  fluctuations  in  investment  returns of GBP402
million reflects the difference  between an actual  investment  return delivered
for the with-profits life fund of 13.4 per cent and the long-term assumed return
of 6.5 per cent.

Short-term investment  fluctuations in the US were GBP207 million. This includes
a positive  GBP161 million which  represents  the difference  between actual net
bond gains and the five-year average amount included in operating profit,  and a
positive   GBP24  million  in  relation  to  changed   expectations   of  future
profitability on in-force variable annuity business, due to the separate account
return  exceeding the long-term  return reported in operating  profit.  In 2004,
actual net bond gains were GBP48  million,  compared  with GBP39 million of bond
losses in 2003.

In Asia,  short-term investment  fluctuations were GBP48 million,  compared with
GBP1 million last year.  This mainly  reflects  the rising  equity  markets in a
number of countries and falling bond yields in Singapore.

In the UK,  economic  assumption  changes of negative GBP19 million  reflect the
impact of the decrease in the future  investment return assumption offset by the
decrease in the risk discount rate.

In the US, economic  assumption changes were negative GBP53 million and included
a reduction in the projected  earned rate, a reduction in the spread  assumption
for  equity-linked  indexed  annuities  business  in-force  prior to 2002 and an
increase in inflation rates.

Asia's negative economic assumption change of GBP28 million primarily reflects a
change in Taiwan as a result of an increase in the discount rate and a change in
the fund earned rate  assumption.  Amortisation of goodwill was GBP97 million in
2004 compared to GBP98 million in 2003.

Profits on the  disposals  of Jackson  Federal  Bank and the Group's 15 per cent
interest in Life Assurance  Holding  Corporation  Limited were GBP41 million and
GBP7 million respectively.

In France, an exit cost provision of GBP113 million was established in July 2004
following  Egg's  announcement  of its  intention  to  withdraw  from the French
market.  GBP96 million of the provision had been used by 31 December 2004 and it
is  expected  that  the  withdrawal  can  be  completed   within  the  provision
established.
 
Total Achieved Profits Basis - Result After Tax 

The result after tax of GBP485 million and minority  interests of positive GBP10
million, was a profit of GBP1,046 million.

The effective tax rate at an operating profit level was 29 per cent,  reflecting
the lower effective tax rates in the UK and certain Asian territories.

The  effective  tax rate at a total  achieved  profit level was 32 per cent on a
profit of GBP1,521 million.  The higher effective rate of tax compared with that
at an operating  profit level is primarily due to  amortisation  of goodwill not
being deductible for tax purposes.

MODIFIED STATUTORY BASIS (MSB) RESULTS

MSB Operating Profits







MSB Operating Profits                    2004           2003       Percentage           2004           2003     Percentage
                                                                     Change                                       Change
                                (as reported)        (at 2004                 (as reported)  (as reported)
                                                exchange rate)

                                          GBP'm          GBP'm                         GBP'm          GBP'm
                                                                                                   

Insurance business
    UK and Europe                          305            256            19%           305            256            19%
    US                                     196            128            53%           196            143            37%
    Asia                                   126             77            64%           126             85            48%
    Development expenses                  (15)           (24)            38%          (15)           (27)            44%
                                          ----           ----           ----          ----           ----           ----
                                           612            437            40%           612            457            34%
                                          ----           ----           ----          ----           ----           ----
Fund management business
    M&G                                    136             83            64%           136             83            64%
    US broker dealer and fund             (14)            (3)         (367%)          (14)            (3)         (367%)
    management
    Asia fund management                    19             11            73%            19             13            46%
                                          ----           ----           ----          ----           ----           ----
                                           141             91            55%           141             93            52%
                                          ----           ----           ----          ----           ----           ----
Banking
    Egg (UK)                                43             55          (22%)            43             55          (22%)
Other income and expenditure             (193)          (178)             8%         (193)          (181)             7%
                                          ----           ----           ----          ----           ----           ----
Operating profits from                     603            405            49%           603            424            42%
continuing operations
                                          ----           ----           ----          ----           ----           ----


Reference to operating profit relates to profit including investment returns at
the expected long-term rate of return but excludes amortisation of goodwill,
exceptional items and short-term fluctuations in investment returns.

Group operating profit from continuing operations on the modified statutory
basis (MSB) was GBP603 million, an increase of 49 per cent from 2003 at CER. At
reported exchange rates, operating profit was up 42 per cent on last year.This
reflects strong growth in insurance and funds management businesses.

In the UK, MSB  operating  profit was GBP305  million in 2004, an increase of 19
per cent on 2003. This included a four-fold increase in PRIL's profit from GBP31
million to GBP124 million.  This more than offset the GBP17 million reduction in
the  profit  from the  with-profits  fund,  which  fell due to lower  annual and
terminal bonus rates announced in February 2004.

In the US, JNL's operating  profit from continuing  operations of GBP182 million
was up 46 per cent on 2003.  Total MSB operating  profit for long-term  business
from  continuing  operations  was  GBP196  million,  up 53 per cent from  GBP128
million in 2003.

Growth in the long-term business operating profit reflects JNL's clear focus on
profitability and its ability to deliver improved investment returns. In 2004,
spread income was GBP169 million higher than in 2003 and variable annuity fee
income was at a record level due to the significant growth (47 per cent) in
separate account assets. In addition, there were two one-off items, a favourable
legal settlement of GBP28 million and a positive GBP8 million adjustment arising
from the adoption of SOP 03-01 "Accounting and Reporting by Insurance
Enterprises for Certain Non-traditional Long Duration Contracts and for Separate
Accounts". This adjustment relates to a change in the method of valuing certain
liabilities.

Prudential  Corporation  Asia's operating  profit for long-term  business before
development  expenses of GBP15 million was GBP126 million, an increase of 64 per
cent on 2003 at CER. At reported rates,  operating  profit was 48 per cent up on
last year. The majority of this profit currently still comes from the larger and
more  established  operations  of  Singapore,  Hong  Kong  and  Malaysia,  which
represented GBP110 million of the total in 2004,  compared to GBP86 million last
year. Five life operations made MSB losses;  China,  India and Korea  reflecting
their  rapid  building of scale while  Thailand  is  marginally  loss making and
Japan's loss reduced  significantly  over 2003 due to lower new business strain,
reduced management expenses and mark to market gains on investments.


Total MSB Profits - Result Before Tax

(Year-on-year comparisons below are based on reported exchange rates.)

MSB profits  before tax and  minority  interests  were  GBP650  million in 2004,
compared with GBP350 million in 2003.  This mainly  reflects growth in operating
profits  of  GBP227  million  and  improvement  in  short-term  fluctuations  in
investment return, up GBP138 million from last year to positive GBP229 million.

Amortisation  of goodwill was GBP97  million in 2004 compared with GBP98 million
in 2003.

Profits on the  disposals  of Jackson  Federal  Bank and the Group's 15 per cent
interest in Life Assurance  Holding  Corporation  Limited were GBP41 million and
GBP7 million respectively.

In France, an exit cost provision of GBP113 million was established in July 2004
following  Egg's  announcement  of its  intention  to  withdraw  from the French
market.  GBP96 million of the provision had been used by 31 December 2004 and it
is  expected  that  the  withdrawal  can  be  completed   within  the  provision
established.



Total MSB Profits - Result After Tax

MSB profit  after tax and minority  interests  was GBP428  million,  after a tax
charge of GBP232 million.

The effective tax rate at an operating profit level was 30 per cent, a blend of
the effective tax rates of 35 per cent in the US, 33 per cent in Asia and 28 per
cent in the UK. The effective tax rate of 28 per cent on the UK results reflects
the basis of taxation on profits arising from the life fund.

The effective tax rate at a total MSB profit level was 36 per cent on a profit
of GBP650 million. The higher effective rate of tax compared with that at an
operating profit level is primarily due to amortisation of goodwill not being
deductible for tax purposes.



Earnings per Share

Earnings per share, based on achieved profits basis operating profit after tax
and related minority interests, but before amortisation of goodwill, were up
11.8 pence to 37.2 pence. The 2003 figure has been restated from 26.4 pence to
25.4 pence to adjust for the bonus element of the Rights Issue. Earnings per
share, based on MSB operating profit after tax and related minority interests,
but before amortisation of goodwill, were 19.2 pence, compared with a restated
2003 figure of 12.4 pence.

Basic earnings per share, based on total achieved profits basis profit for the
year after minority interests, were 49.1 pence, compared with a restated figure
of 23.4 pence in 2003. Basic earnings per share, based on MSB profit for the
year after minority interests, were 20.1 pence, 10.1 pence up from a restated
2003 figure of 10.0 pence.



Dividend per Share

As outlined in the rights issue prospectus, Prudential has maintained its
current dividend policy, with the proposed 2004 final dividend payment per share
taking account of the bonus element of the rights issue.

The shares issued as part of the rights issue were issued at a discount to
market price (308 pence per share versus a closing share price of 458 pence per
share on the day immediately preceding the announcement of the rights issue). It
is therefore necessary to restate the Company's previously reported earnings and
previously declared dividends per share for this bonus element.

The bonus adjustment is equal to the closing share price on the final day
Prudential's shares traded cum-rights (19 October 2004) divided by the
theoretical ex-rights price (TERP) as outlined in the attached table:






                                                                                                              

Market price cum-rights (Tuesday 19 October 2004) (pence)                                A                        422.00
Rights issue price (pence)                                                               B                        308.00
Number of shares pre rights issue (million)                                              C                      2,023.29
Number of shares issued through rights issue (million)                                   D                        337.22
                                                                                 (A x C) + (B x D)
Theoretical ex-rights price (pence)                                TERP =       ------------------                405.71
                                                                                       C + D
Bonus adjustment                                                                     TERP / A                     0.9614




The resulting bonus adjustment factor used for restating earnings and dividends
per share using the methodology outlined above is 0.9614.

The final dividend per share for 2003 was 10.3 pence after adjusting for the
bonus element of the rights issue (10.7 pence before the adjustment). The
interim dividend for 2004 was 5.4 pence (5.2 pence after adjustment for the
rights issue).

The Board recommends a full year dividend per share for 2004 of 15.84 pence, an
increase of 3.0 per cent over the full year 2003 dividend of 15.38 pence, after
adjustment for the bonus element of the rights issue.

The 2004 dividend is covered 1.2 times by post-tax modified statutory basis
profit for the financial year after minority interests.


Balance sheet

Explanation of Balance Sheet Structure

The Group's  capital on an MSB basis comprises of  shareholders'  funds GBP4,281
million;  subordinated long term and perpetual debt of GBP1,429  million;  other
senior  debt  GBP1,761  million  and the Fund for  Future  Appropriations  (FFA)
GBP16.7 billion.

Shareholders'  funds include the GBP1,021  million of new share capital allotted
as a result of the rights issue in October 2004.

Subordinated or hybrid debt is debt capital which has some equity like features
and which would rank below other senior debt in the event of a liquidation.
These features allow hybrid debt to be treated as capital for FSA regulatory
purposes. All of the Group's hybrid which qualifies in this way is held at the
Group level and is therefore taken as capital into the parent solvency test
under the Financial Groups Directive (FGD).

The FSA has established a structure for determining how much hybrid debt can
count as capital which is similar to that used for banks. It categorises capital
as Tier 1 (equity and preference shares), Upper Tier 2 debt and Lower Tier 2
debt. Up to 15 per cent of Tier 1 can be in the form of hybrid debt and called
"Innovative Tier 1". At 31 December 2004, the Group held GBP638 million of
Innovative Tier 1 capital, in the form of perpetual securities, nil Upper Tier 2
and GBP921 million of Lower Tier 2 capital. Following the implementation of the
FGD, it is advantageous to the Group from a regulatory capital standpoint to
raise its long-term debt in hybrid form and it is the Group's policy to take
advantage of favourable market conditions as they arise to do so.

The FFA represents assets in the Life Fund which have not yet been allocated
either to policyholders or shareholders and which are not available to the Group
as a whole other than as they emerge through the statutory transfer of the
shareholders' share of the surplus as it emerges from the fund over time.



Asset and Liability Management

Prudential manages its assets and liabilities locally, in accordance with local
regulatory requirements and reflecting the differing types of liabilities
Prudential has in each business. As a result of the diversity of products
Prudential offers and the different regulatory environments in which it
operates, Prudential employs different methods of asset/liability management on
both an in-force and new business basis. Stochastic modelling of assets and
liabilities is undertaken in the UK, the US and Asia to assess economic capital
requirements for different confidence intervals and time horizons. In addition,
reserve adequacy testing under a range of scenarios and dynamic solvency
analysis is carried out, including under certain scenarios mandated by the US,
the UK and Asian regulators.



Weighted Average Cost of Capital (WACC)

Our commitment to our shareholders is to maximise the value of Prudential over
time by delivering superior financial returns. Prudential's weighted average
cost of capital (WACC) is 8.7 per cent, which is based on the net core debt and
shares outstanding at the end of 2004, an equity market premium of 3 per cent
and a market Beta of 1.6. Prudential's core debt at the end of 2004 is net of
the rights issue proceeds which have increased the proportion of the Group's
capital funded by equity and therefore increased the Group's WACC.



Rights issue

The strength of Prudential's businesses and positive developments in a number of
its markets represent an opportunity to enhance its market position and generate
improved returns for its shareholders. A strong financial position at a Group
level will provide increased financial flexibility and allow Prudential to
capitalise on these opportunities as they arise.

In response to these developments the Board took the decision in October 2004 to
launch a 1 for 6 Rights Issue.


The majority of the net proceeds of the rights issue (GBP1,021 million) will be
used to provide capital to support Prudential's growth plans for the UK and to
fund a potential opportunity to increase its ownership from 26 per cent to 49
per cent of its joint venture life insurance business with ICICI in India. The
remainder of the proceeds will be used to ensure that Prudential meets the
parent company solvency test under the EU Financial Group Directive ("FGD") that
became effective from 1 January 2005. The proceeds of the Rights issue have
initially been invested centrally within the Group in fixed interest securities.



Shareholders' Funds

On the achieved profits basis,  which recognises the  shareholders'  interest in
long-term  businesses,  shareholders'  funds at 31  December  2004  were  GBP8.6
billion, up GBP1.6 billion from 31 December 2003.

Modified statutory basis (MSB) shareholders' funds, which are not affected by
fluctuations in the value of investments in the Group's with-profits funds were
GBP4.3 billion, an increase of GBP1.1 billion from 31 December 2003.



Internal rate of return (IRR) of insurance operations



United Kingdom and Europe

Prudential allocates shareholder capital to support new business growth across a
wide range of products in the UK. The weighted average post-tax Internal Rate of
Return (IRR) on the capital allocated to new business growth in the UK in 2004
was 12 per cent. This reflected an IRR of 20 per cent for annuity products, 7
per cent for unit-linked bonds, 3 per cent for corporate pensions and 1 per cent
for protection products.

By the financial year ending 2007, Prudential is targeting an IRR of 14 per cent
on the capital required to support new business sold in that year in the UK,
including individual product targets of 20 per cent for annuity products, 8 per
cent for unit-linked bonds, 15 per cent for corporate pensions and 15 per cent
for protection products.



United States

For JNL, the average IRR on new business was 13 per cent which we believe to be
above the returns being earned currently in the US life insurance industry.


Asia

In Asia we have target IRRs on new business at a country level of 10 per cent
over the country risk discount rate. Risk discount rates vary from 5 per cent to
19 per cent depending upon the maturity of the market. These target rates of
return are average rates and the marginal return on capital on a particular
product could be above or below the target.

We have, however, achieved or exceeded the target in each of Asia's markets in
2004 except for Thailand and Japan. In Japan the returns on capital are below
our target, a result of restructuring and withdrawing from some business lines
in 2003. The restructured business needs to build scale to achieve its target.
In Thailand the returns on capital are below our target as this operation is
relatively small. In aggregate, IRR on new business exceeded 20 per cent on
average risk discount rates for 2004 of 9.6 per cent.



Cash Flow

The table below shows the Group holding company cash flow. Prudential believes
that this format gives a clearer presentation of the use of the Group's
resources than the FRS 1 statement required by UK GAAP.





                                                                                                    2004            2003
                                                                                                    GBPm              GBPm
                                                                                                    ----            ----
                                                                                                                   

Cash remitted by business units
UK life fund transfer *                                                                              208             286
UK - other dividends (including special dividend)                                                    100             120
JNL                                                                                                   62              48
Asia                                                                                                  67              48
M&G                                                                                                   84              84
                                                                                                    ----            ----
Total cash remitted to group                                                                         521             586
Net interest paid                                                                                  (144)           (127)
Dividends paid                                                                                     (323)           (447)
Scrip dividends and share options                                                                    119              30
                                                                                                    ----            ----
Cash remittances after interest and dividends                                                        173              42
Tax received                                                                                          34              77
Corporate activities                                                                                (31)              58
                                                                                                    ----            ----
Cash flow before investment in businesses                                                            176             177
Capital invested in business units:
UK and Europe                                                                                      (189)            (23)
JNL                                                                                                    0               0
Asia                                                                                               (158)           (145)
Other                                                                                                  0             (5)
                                                                                                    ----            ----
(Decrease) / increase in cash before rights issue proceeds                                         (171)               4
Rights issues proceeds                                                                             1,021               0
                                                                                                    ----            ----
Increase in cash                                                                                     850               4
                                                                                                    ----            ----
* - in respect of prior year bonus declarations




The Group  received  GBP521 million in cash  remittances  from business units in
2004 (2003:  GBP586 million)  comprising the  shareholders'  statutory life fund
transfer of GBP208 million relating to earlier bonus declarations, together with
dividends and interest from  subsidiaries  of GBP313  million.  The  shareholder
transfer in 2005 representing  2004's profits from the PAC with-profits fund, is
expected to be approximately GBP198 million.

Prudential UK Insurance  Operations paid a GBP100 million special  dividend from
the PAC shareholders'  funds in respect of profits arising from earlier business
disposals.  A similar  amount will also be  distributed  from PAC  shareholders'
funds in 2005.  The level of scrip  dividend  take-up in 2004 (for both the 2003
final and 2004 interim dividend) was greater than the  corresponding  take-up in
2003,  in  part  due  to  the  change  in  basis  of  the  election  offered  to
shareholders.  After  dividends  and  interest  paid,  there was a net inflow of
GBP173 million (2003: GBP42 million).

During 2004,  the Group invested  GBP31 million in corporate  activities  (2003:
GBP58  million  receipt,  arising from  disposal  proceeds and  exceptional  tax
receipts).

The Group  invested  GBP347  million  during 2004 in its  business  units (2003:
GBP173 million).  Investment in the UK Insurance  Operations  amounted to GBP189
million.  This amount is expected to increase to around GBP250  million in 2005.
Investment in Asia in 2004 of GBP158  million is expected to remain  broadly the
same in 2005.  In 2006,  based on  current  plans and  expectations,  Prudential
expects Asia to be a net capital provider to the Group.

Together with the proceeds from the rights issue of GBP1,021 million,  there was
a total increase in cash of GBP850 million (2003: GBP4 million).



Shareholders' Borrowings and Financial Flexibility

As a result of the holding company's net funds inflow of GBP850 million and
exchange conversion gains of GBP49 million, net core borrowings at 31 December
2004 were GBP1,236 million, compared with GBP2,135 million at 31 December 2003.

After adjusting for holding company cash and short-term  investments of GBP1,561
million,  core structural borrowings of  shareholder-financed  operations at the
end of 2004 totalled GBP2,797 million, compared with GBP2,567 million at the end
of 2003. This increase  reflected the issue of US$250 million (GBP137 million at
transaction  rate)  Perpetual  Subordinated  Capital  Securities  and additional
short-term borrowings of GBP150 million, partially offset by exchange conversion
gains of GBP57 million. Core long-term  loans  at the end of 2004  included
GBP1,762  million at fixed rates of interest  with  maturity  dates ranging from
2005 to perpetuity. GBP898 million of the core borrowings were denominated in US
dollars,  to hedge  partially  the  currency  exposure  arising from the Group's
investment in Jackson National Life (JNL).

Prudential has in place an unlimited global  commercial  paper programme.  At 31
December 2004  commercial  paper of GBP517  million,  US$761  million and EUR445
million had been issued  under this  programme.  Prudential  also has in place a
GBP5,000  million  medium-term  note  (MTN)  programme.   At  31  December  2004
subordinated  debt  outstandings  under this  programme  were GBP435 million and
EUR520 million, and senior debt outstandings were US$18 million. In addition the
holding  company  has access to  GBP1,400  million  committed  revolving  credit
facilities,  provided  by 14 major  international  banks  and a  GBP500  million
committed securities lending liquidity facility.  These facilities have not been
drawn on during the year. The commercial paper programme, the MTN programme, the
committed  revolving  credit  facilities  and the committed  securities  lending
liquidity  facility are available for general corporate  purposes and to support
the liquidity needs of the parent company.

The Group is funded centrally, except for Egg, which is responsible for its own
financing. The Group's core debt is managed to be within a target level
consistent with its current debt ratings. At 31 December 2004, the gearing
ratio, on an achieved profit basis including hybrid debt (net of cash and
short-term investments) was 13 per cent compared with 23 per cent at 31 December
2003.

Prudential plc enjoys strong debt ratings from both Standard & Poor's and
Moody's. Prudential long-term senior debt is rated AA- (negative outlook) and A2
(stable outlook) from Standard & Poor's and Moody's respectively, while
short-term ratings are A1+ and P-1.

Based on the achieved profits basis operating profit from continuing operations
and interest payable on core structural borrowings, interest cover was 8.3 times
in 2004 compared with 6.6 times in 2003 (or 7.0 times based on restated achieved
profit in 2003).



Fund for Future Appropriations

During 2004, the fund for future appropriations,  which represents the excess of
assets over  policyholder  liabilities for the Group's  with-profits  funds on a
statutory  basis,  grew to GBP16.7  billion from GBP12.7  billion in 2003.  This
reflects an increase in the cumulative retained earnings arising on with-profits
business that have yet to be allocated to  policyholders  or  shareholders.  The
change in 2004 predominantly  reflects the positive  investment return earned by
the PAC  with-profits  fund as a result  of  investment  gains in the UK  equity
market.



Developments in Regulatory Solvency Requirements

The Financial Groups Directive ("FGD"), which affects groups with significant
cross-sector activities in insurance and banking/investment services, came into
force for Prudential from 1 January 2005. Prior to this, since 1 January 2001
Prudential was required to meet the solvency requirements of the Insurance
Groups Directive ("IGD"), as implemented by the Financial Services Authority
("FSA"). The FSA has implemented the FGD by applying the sectoral rules of the
largest sector, hence a group such as Prudential is classified as an
insurance-led conglomerate and is required to focus on the capital adequacy
requirements of the IGD, the Fourth Life Directive and the Insurance Company
Accounts Directive.

The FGD requires a continuous parent company solvency test which requires the
aggregating of surplus capital held in the regulated subsidiaries, from which
group borrowings are deducted, other than those subordinated debt issues which
qualify as capital. The test is passed when this aggregate number is positive. A
negative result at any point in time is a notifiable breach of UK regulatory
requirements. Additionally, the FSA has indicated that it will require public
disclosure of the FGD solvency position from 31 December 2005, for which the
detailed rules on disclosure have yet to be published. In practice, whether
Prudential is classified as a financial conglomerate or insurance group, there
is very little difference in application of the rules. This is because the FSA
has decided to make the test mandatory from 31 December 2006 to all insurance
groups, and requires public disclosure of the group solvency position from 31
December 2005.

Due to the geographically diverse nature of Prudential's operations, the
application of these requirements to Prudential are complex. In particular, for
many of our Asian operations, the assets, liabilities and capital requirements
have to be recalculated based on FSA regulations as if the companies were
directly subject to FSA regulation. Our current estimate of our FGD position is
that at the end of the year we have a surplus of at least GBP800 million.

The European Union is continuing to develop a new prudential framework for
insurance companies, "the Solvency II project". The main aim of this framework
is to ensure the financial stability of the insurance industry and protect
policyholders through establishing solvency requirements better matched to the
true risks of the business. Like Basel 2, the new approach is expected to be
based on the concept of three pillars - minimum capital requirements,
supervisory review of firms' assessments of risk and enhanced disclosure
requirements. In particular, companies will be encouraged to improve their risk
management processes, including making use of internal economic capital models
to enable a better understanding of the business. The emphasis on transparency
and comparability would help ensure a level playing field.

Solvency II is being lead by the European Commission's (EC) Internal Market
Director-General. The EC have directed the Committee of European Insurance and
Occupational Pensions Supervisors (CEIOPS) to provide input on many technical
aspects of the framework. To this end, the EC and CEIOPS have jointly issued
Calls for Advice in order to incorporate broader feedback from industry.

The expected outcome of the CEIOPS working groups is a draft directive for the
Commission. Final agreement on the terms of the new Directive is not expected
before 2007 followed by implementation in 2009.



Financial Strength of Insurance Operations

United Kingdom

A common measure of financial strength in the United Kingdom for long-term
insurance business is the free asset ratio. The free asset ratio is the ratio of
assets less liabilities to liabilities, and is expressed as a percentage of
liabilities. On a comparable basis with 2003, the free asset (or previous
regulatory Form 9) ratio of the Prudential Assurance Company (PAC) long-term
fund was approximately 14.8 per cent at the end of 2004, compared with 10.5 per
cent at 31 December 2003.


The valuation has been prepared, in our opinion, on a conservative basis in
accordance with the current FSA valuation rules, and without the use of implicit
items. No allowance has been taken for the present value of future profits and
the PAC long-term fund has not entered into any financial reinsurance contracts.
Certain reinsurance treaties with a value of approximately GBP49 million, which
were transferred from Scottish Amicable Life when that Company's business
transferred into the PAC long-term fund at the end of 2002, were converted into
a contingent loan during 2004.


The fund is very strong with an inherited estate measured on an essentially
deterministic valuation basis of more than GBP6.5 billion compared with
approximately GBP6 billion at the end of 2003. On a realistic basis, with
liabilities recorded on a market consistent basis, the free assets are valued at
around GBP5 billion before a deduction for the risk capital margin.


The PAC long-term fund is rated AA+ by Standard & Poor's and Aa1 by Moody's.

The table below shows the change in the investment mix of Prudential's main
with-profits fund:









                                         1999             2003            2004
                                            %                %               %
                                                                   

UK equities                               58%              33%             33%
International equities                    14%              15%             15%
Bonds                                     13%              31%             29%
Property                                  11%              17%             18%
Cash and other asset classes               4%               4%              5%
Total                                    100%             100%            100%



For the UK main with-profits fund 86 per cent of fixed income securities are
investment grade with 23 per cent rated AA or above. For Prudential Annuities
Limited 98 per cent of the fixed income securities are investment grade with 46
per cent rated AA or above. For Prudential Retirement Income Limited 98 per cent
of total assets are investment grade with 57 per cent rated AA or above.

With-profits contracts are long-term contracts with relatively low guaranteed
amounts, the nature of which permits Prudential to invest primarily in equities
and property. However, over the period from 1999 to mid-2001 the fund reduced
its exposure to equities. There was also a re-weighting within equities out of
the UK and into overseas equities. This change in asset mix reflected
Prudential's view that equity valuations were high and that other assets,
particularly corporate bonds, were relatively attractive. The change within
equities improved the fund's diversification and reduced expected fund
volatility. The change in asset mix in recent years has had a substantial
beneficial impact on investment returns. The broad asset mix will continue to be
reviewed as the economic environment and market valuations change.


The investment return on the Prudential main with-profits fund was 13.4 per cent
in the year to 31 December 2004 compared with the rise in the FTSE All Share
(Total Return) Index of 12.8 per cent over the same period. Over the last ten
years the with-profits fund has consistently generated positive fund returns
with 3, 5 and 10 year compound returns of 6.7 per cent per annum, 3.8 per cent
per annum and 10.3 per cent per annum respectively. These returns demonstrate
the benefits of the fund's strategic asset allocation and long-term
outperformance. During 2004 there was no change to the strategic asset
allocation of the fund. There has been no significant reduction in the level of
the fund's equity holdings during the year or subsequently.



United States

The capital adequacy position of Jackson National Life remains strong, with a
strong risk-based capital ratio of 4.3 times the NAIC Company Action Level Risk
Based Capital. JNL's financial strength is rated AA by Standard & Poor's
(negative outlook) and A1 by Moody's.

JNL's invested asset mix on a US regulatory basis (including Jackson National
Life of New York but excluding policy loans and reverse repo leverage) is as
follows:




                                           2002           2003           2004
                                              %              %              %
                                                                   

Bonds:
Investment Grade Public                      60             58             60
Investment Grade Private                     20             19             19
Non Investment Grade Public                   4              5              4
Non Investment Grade Private                  3              2              2
Commercial Mortgages                          8             10             11
Private equities and real estate              3              4              3
Equities, cash and other assets               2              2              1
Total                                      100%           100%           100%




Asia

Prudential Corporation Asia maintains solvency margins in each of its operations
so that these are at or above the local regulatory requirements. Across the
region less than 20 per cent of non-linked funds are invested in equities.

In the life operations with larger in-force books, both Singapore and Malaysia
have discrete life funds, good investment returns and in 2004 saw their free
asset ratios increase. The Hong Kong life operation is a branch of UK's
Prudential Assurance Company Limited and its solvency is covered by that
operation. Taiwan has Risk Based Capital regulatory solvency margins and
Prudential ensures sufficient capital is retained in the business to cover these
requirements.


Inherited Estate

The long-term fund contains the amount that the Company expects to pay out to
meet its obligations to existing policyholders and an additional amount used as
working capital. The amount payable over time to policyholders from the
With-Profits Sub-Fund is equal to the policyholders' accumulated asset shares
plus any additional payments that may be required for smoothing or to meet
guarantees. The balance of the assets of the With-Profits Sub-Fund is called the
'inherited estate' and represents the major part of the working capital of
Prudential's long-term fund which enables the Company to support with-profits
business by:

- providing the benefits associated with smoothing and guarantees;

- providing investment flexibility for the fund's assets;

- meeting the regulatory capital requirements, which demonstrate solvency;

- absorbing the costs of significant events, or fundamental changes in its
long-term business without affecting bonus and investment policies.

The size of the inherited estate fluctuates from year to year depending on the
investment return and the extent to which it has been required to meet smoothing
costs, guarantees and other events.

The Company believes that it would be beneficial if there were greater clarity
as to the status of the inherited estate and therefore it has discussed with the
Financial Services Authority (FSA) the principles that would apply to any
re-attribution of the inherited estate. No conclusions have been reached.
Furthermore, the Company expects that the entire inherited estate will need to
be retained within the long-term fund for the foreseeable future to provide
working capital and so it has not considered any distribution of the inherited
estate to policyholders and shareholders.

The costs associated with the mis-selling review of Prudential's with-profits
personal pensions have been met from the inherited estate. Accordingly, these
costs have not been charged to the asset shares used in the determination of
policyholder bonus rates. Hence policyholders' pay-out values have been
unaffected by personal pension mis-selling.

In 1998, Prudential stated that deducting personal pensions mis-selling costs
from the inherited estate of the With-Profits Sub-Fund would not impact the
Company's bonus or investment policy. The Company gave an assurance that if this
unlikely event were to occur, it would make available support to the fund from
shareholder resources for as long as the situation continued, to ensure that
policyholders were not disadvantaged.

The assurance was designed to protect both existing policyholders at the date it
was announced, and policyholders who subsequently purchased policies while the
pension mis-selling review was continuing. This review was completed on 30 June
2002 and consequently the assurance has not applied to new business issued since
1 January 2004. New business in this context consists of new policies, new
members to existing pension schemes plus regular and single premium top-ups,
transfers and switches to existing arrangements. The assurance will continue to
apply to any policy in force as at 31 December 2003, both for premiums paid
before 1 January 2004 and for subsequent regular premiums (including future
fixed, retail price index or salary related increases and Department for Work
and Pensions rebates).

The maximum amount of capital support available under the terms of the assurance
will reduce over time as claims are paid on the policies covered by it.

The bonus and investment policy for each type of with-profits policy is the same
irrespective of whether the assurance applies. Hence removal of the assurance
for new business has had no impact on policyholder returns and this is expected
to continue for the foreseeable future.



Defined Benefit Pension Schemes

The Group operates three defined benefit schemes in the UK, of which the
principal scheme is the Prudential Staff Pension Scheme (PSPS). The level of
surplus or deficit of assets over liabilities for defined benefit schemes is
currently measured in three ways, namely the actuarial valuation, SSAP 24, and
FRS 17 bases.

Defined benefit  schemes are generally  required to be subject to full actuarial
valuation  every  three  years to assess the  appropriate  level of funding  for
schemes having regard to their commitments. These valuations include assessments
of the likely  rate of return on the assets  held  within the  separate  trustee
administered funds. PSPS was last actuarially valued as at 5 April 2002 and this
valuation  demonstrated the Scheme to be 110 per cent funded,  with an excess of
actuarially  determined  assets over liabilities of 10 per cent,  representing a
fund  surplus  of  GBP376  million.   As  a  result,  no  change  in  employers'
contributions from the current 12.5 per cent of salaries was required.

The employers' contribution is required to be paid as a minimum in future years,
irrespective of assets in the Scheme and, under the current Scheme rules, access
to the surplus through refunds from the Scheme is not available. Accordingly,
the surplus is not recognised as an asset in the Group's financial statements
that would normally, subject to amortisation, be appropriate under the
requirements of SSAP 24 which the Group continues to adopt rather than FRS 17.
The continued use of SSAP 24 is permitted under the provisions of FRS 17 until
2005, at which point the requirements of International Accounting Standards, in
particular IAS 19, will apply.

In the meantime, companies are required to publish details of pension scheme
surpluses and deficits on the FRS 17 basis by way of disclosure.

Under FRS 17 the basis of valuation differs markedly from the full triennial
valuation and SSAP 24 bases. In particular, it would require assets of the
Scheme to be valued at their market value at the year-end, while pension
liabilities would be required to be discounted at a rate consistent with the
current rate of return on a high quality corporate bond. As a result, the
difference between FRS 17 basis assets and liabilities can be volatile for value
movements in assets and a basis of setting inflation assumptions that is
referenced to market expectations implied within index-linked bonds. For those
schemes such as PSPS, which hold a significant proportion of their assets in
equity investments, the volatility can be particularly significant.

If FRS 17 had been  fully  implemented  for 2004,  a GBP10  million  shareholder
charge (after tax) in the profit and loss account,  and a shareholder  charge of
GBP6 million (after tax) in the statement of total  recognised  gains and losses
would have been reported.

Surpluses and deficits on the Group's defined benefit schemes are apportioned to
the  Prudential  Assurance  Company  (PAC)  life  fund and  shareholders'  funds
depending on an  estimation  of the  activity of the  personnel  involved.  Such
apportionment  is  necessary to properly  reflect the economic  interests in and
exposures to the schemes' financial position. The aforementioned  volatility can
be illustrated by considering  the movements in the surplus and deficit over the
last three years. For the PAC life fund the estimated  interest,  net of tax, in
the pension schemes' FRS 17 basis financial  position has changed from a surplus
at 31 December 2001 of GBP392 million to a deficit at 31 December 2002 of GBP380
million,  a deficit at 31  December  2003 of GBP411  million and a deficit at 31
December  2004 of  GBP444  million.  For the  shareholders'  fund the  estimated
interest, net of tax in the pension schemes' FRS 17 basis financial position has
changed from a surplus at 31 December 2001 of GBP101  million to a deficit at 31
December 2002 of GBP85 million, a deficit at 31 December 2003 of GBP101 million,
and a deficit at 31 December 2004 of GBP109 million.  The modest changes in 2003
and 2004 reflect the negative impact of increased  inflation  assumptions,  that
are  implicit  within  the yields on  index-linked  gilts,  being  offset by the
positive value  movements in scheme assets  arising from the strong  recovery in
equity  markets.  The large  reduction in 2002 reflects the steep fall in equity
markets in that year.








ACHIEVED PROFITS BASIS RESULTS
Summarised Consolidated Profit and Loss Account                                                     2004 GBPm     2003 GBPm
                                                                                                       ----        ----
                                                                                                                  

Operating profit before amortisation of goodwill
UK and Europe Insurance Operations                                                                      450         359
M&G                                                                                                     136          83
Egg                      - continuing operations                                                         43          55
                         - discontinued operations                                                     (37)        (89)
                                                                                                       ----        ----
UK and Europe Operations                                                                                592         408
US Operations            - continuing operations                                                        303         194
                         - discontinued operations                                                       17          22
Prudential Asia                                                                                         400         378
Other Income and Expenditure (including Asia development expenses)                                    (208)       (208)
                                                                                                       ----        ----
Operating profit before amortisation of goodwill                                                      1,104         794
                                                                                                       ----        ----
Analysed as:
                         Operating profit from continuing operations                                  1,124         861
                         Operating loss from discontinued operations                                   (20)        (67)
                                                                                                       ----        ----
Amortisation of goodwill                                                                               (97)        (98)
Short-term fluctuations in investment returns                                                           679         682
Effect of changes in economic assumptions                                                             (100)       (540)
Profit or loss on the sale or termination of discontinued operations:
                         Profit on business disposals                                                    48           -
                         Egg France closure cost                                                      (113)           -
                                                                                                       ----        ----
Profit on ordinary activities before tax (including actual investment returns)                        1,521         838
Tax                                                                                                   (485)       (355)
                                                                                                       ----        ----
Profit for the year before minority interests                                                         1,036         483
Minority interests                                                                                       10           2
                                                                                                       ----        ----
Profit for the year after minority interests                                                          1,046         485
Dividends                                                                                             (362)       (320)
                                                                                                       ----        ----
Retained profit for the year                                                                            684         165
                                                                                                       ----        ----
Earnings Per Share*
Based on operating profit after tax and related minority interests before amortisation
                         of goodwill of GBP791m (GBP527m)                                             37.2p       25.4p
Adjustment for amortisation of goodwill                                                              (4.6)p      (4.7)p
Adjustment from post-tax long-term investment returns to post-tax actual investment
                         returns (after related minority interests)                                   21.5p       22.4p
Adjustment for post-tax effect of changes in economic assumptions                                    (3.4)p     (19.7)p
Adjustment for post-tax profit on business disposals                                                   1.4p           -
Adjustment for post-tax Egg France closure cost                                                      (3.0)p           -
                                                                                                       ----        ----
Based on profit for the year after minority interests of GBP1,046m (GBP485m)                          49.1p       23.4p
                                                                                                       ----        ----
Average number of shares                                                                             2,129m      2,076m
                                                                                                       ----        ----
Dividend Per Share*                                                                                  15.84p      15.38p
                                                                                                       ----        ----
* Earnings per share and dividend per share figures for 2003 have been restated to take account of the Rights Issue in
2004.








TOTAL INSURANCE AND INVESTMENT NEW
BUSINESS
Insurance Products and Investment        Insurance Products           Investment Products
Products                                   Gross Premiums                Gross Inflows                  Total
                                             2004 GBPm      2003 GBPm        2004 GBPm   2003 GBPm   2004 GBPm      2003 GBPm
                                                ----         ----           ----         ----        ----           ----
                                                                                                   


UK and Europe Operations                       6,538        4,128          5,845        3,797      12,383          7,925
US Operations                                  4,420        4,066            418          159       4,838          4,225
Prudential Asia                                1,172          989         18,845       18,157      20,017         19,146
                                                ----         ----           ----         ----        ----           ----
Group Total                                   12,130        9,183         25,108       22,113      37,238         31,296
                                                ----         ----           ----         ----        ----           ----
Insurance Products - New Business              Single                       Regular           Annual Premium Equivalents
Premiums                                     2004 GBPm      2003 GBPm        2004 GBPm      2003 GBPm     2004 GBPm        2003 GBPm
                                                ----         ----           ----         ----        ----           ----
UK and Europe Insurance Operations
Direct to customer
Individual annuities                             630          657              -            -          63             66
Individual pensions and life                      19           22             10           12          12             14
Department of Work and Pensions                  265          280              -            -          27             28
rebate business
                                                ----         ----           ----         ----        ----           ----
Total                                            914          959             10           12         102            108
                                                ----         ----           ----         ----        ----           ----
Business to Business
Corporate pensions                               153          168            137          127         152            144
Individual annuities                             229          223              -            -          23             22
Bulk annuities                                   474          287              -            -          47             29
                                                ----         ----           ----         ----        ----           ----
Total                                            856          678            137          127         222            195
                                                ----         ----           ----         ----        ----           ----
Intermediated distribution
Life                                           1,001          818              5           22         105            104
Individual annuities                           1,180          828              -            -         118             83
Individual and corporate pensions                189          120             25           29          44             41
Department of Work and Pensions                   89          103              -            -           9             10
rebate business
                                                ----         ----           ----         ----        ----           ----
Total                                          2,459        1,869             30           51         276            238
                                                ----         ----           ----         ----        ----           ----
Partnerships
Life                                             790          293              2            -          81             29
Individual and bulk annuities                  1,249           52              -            -         125              5
                                                ----         ----           ----         ----        ----           ----
Total                                          2,039          345              2            -         206             34
                                                ----         ----           ----         ----        ----           ----
Europe                                            89           87              2            -          11              9
                                                ----         ----           ----         ----        ----           ----
Total UK and Europe Insurance                  6,357        3,938            181          190         817            584
Operations
                                                ----         ----           ----         ----        ----           ----
US Operations
Fixed annuities                                1,130        1,375              -            -         113            138
Equity linked indexed annuities                  429          255              -            -          43             25
Variable annuities                             1,981        1,937              -            -         198            194
Life                                              16            -             12           13          14             13
Guaranteed Investment Contracts                  180          183              -            -          18             18
GIC - Medium Term Notes                          672          303              -            -          67             30
                                                ----         ----           ----         ----        ----           ----
Total                                          4,408        4,053             12           13         453            418
                                                ----         ----           ----         ----        ----           ----
Prudential Asia
China                                              9            7             16           11          17             12
Hong Kong                                        255          189             78           83         103            102
India (Group's 26% interest)                       5            4             33           16          33             16
Indonesia                                         38           27             28           31          32             34
Japan                                             17            9              7           35           9             36
Korea                                             36           19             60           30          64             32
Malaysia                                           7           11             61           59          62             60
Singapore                                        199          181             47           57          67             75
Taiwan                                            88           28            143          132         151            135
Other                                              8            7             37           53          38             53
                                                ----         ----           ----         ----        ----           ----
Total                                            662          482            510          507         576            555
                                                ----         ----           ----         ----        ----           ----
Group Total                                   11,427        8,473            703          710       1,846          1,557
                                                ----         ----           ----         ----        ----           ----



Annual  Premium  Equivalents  are  calculated  as the  aggregate  of regular new
business premiums and one tenth of the single new business premiums.

Investment Products - Funds Under Management
(FUM)



                                                     FUM           Gross       Redemptions      Market and        FUM
                                                                                                    other
                                                1 Jan 2004        Inflows                        Movements   31 Dec 2004
                                                      ----           ----             ----           ----           ----
                                                      GBPm           GBPm             GBPm           GBPm           GBPm
                                                                                                          

UK and Europe Operations                            24,192          5,845          (3,841)          2,509         28,705
US Operations                                          148            418             (31)             15            550
Prudential Asia                                      6,596         18,845         (17,647)             38          7,832
                                                      ----           ----             ----           ----           ----
Group Total                                         30,936         25,108         (21,519)          2,562         37,087
                                                      ----           ----             ----           ----           ----





ACHIEVED PROFITS BASIS RESULTS
Operating Profit before Amortisation of Goodwill


                                                                                                                Restated
Results Analysis by Business Area                                                               2004 GBPm        2003 GBPm
                                                                                                   ----             ----
                                                                                                                  

UK and Europe Operations
Insurance Operations:
              New business                                                                          220              166
              Business in force                                                                     230              193
                                                                                                   ----             ----
Long-term business                                                                                  450              359
M&G                                                                                                 136               83
Egg*                                                                                                 43               55
                                                                                                   ----             ----
Total*                                                                                              629              497
                                                                                                   ----             ----
US Operations
New business                                                                                        156              148
Business in force*                                                                                  161               49
                                                                                                   ----             ----
Long-term business*                                                                                 317              197
Broker dealer and fund management                                                                  (14)              (3)
                                                                                                   ----             ----
Total*                                                                                              303              194
                                                                                                   ----             ----
Prudential Asia
New business                                                                                        312              291
Business in force                                                                                    69               74
                                                                                                   ----             ----
Long-term business                                                                                  381              365
Fund management                                                                                      19               13
Development expenses                                                                               (15)             (27)
                                                                                                   ----             ----
Total                                                                                               385              351
                                                                                                   ----             ----
Other Income and Expenditure
Investment return and other income                                                                   44               29
Interest payable on core structural borrowings                                                    (154)            (143)
Corporate expenditure:
              Group Head Office                                                                    (54)             (43)
              Asia Regional Head Office                                                            (29)             (24)
                                                                                                   ----             ----
Total                                                                                             (193)            (181)
                                                                                                   ----             ----
Operating profit from continuing operations before amortisation of goodwill                       1,124              861
                                                                                                   ----             ----
Analysed as profits (losses) from:
              New business                                                                          688              605
              Business in force                                                                     460              316
                                                                                                   ----             ----
Long-term business                                                                                1,148              921
Asia development expenses                                                                          (15)             (27)
Other operating results                                                                             (9)             (33)
                                                                                                   ----             ----
Total                                                                                             1,124              861
                                                                                                   ----             ----

* The results for Egg and US Operations exclude the results of discontinued operations as set out below:

Egg France                                                                                         (37)             (89)
Jackson Federal Bank                                                                                 17               22
                                                                                                   ----             ----
Operating loss from discontinued operations before amortisation of goodwill                        (20)             (67)
                                                                                                   ----             ----

ACHIEVED PROFITS BASIS RESULTS
                                                                                                                Restated
Summarised Consolidated Balance Sheet                                                              2004 GBPm     2003 GBPm
                                                                                                      ----          ----
Total assets less liabilities, excluding insurance funds                                           149,050       136,346
Less insurance funds:
              Technical provisions (net of reinsurers' share)                                      128,083       120,449
              Fund for future appropriations                                                        16,686        12,657
              Less shareholders' accrued interest in the long-term business                        (4,315)       (3,765)
                                                                                                      ----          ----
                                                                                                   140,454       129,341
                                                                                                      ----          ----
Total net assets                                                                                     8,596         7,005
                                                                                                      ----          ----
Share capital                                                                                          119           100
Share premium                                                                                        1,558           553
Statutory basis retained profit                                                                      2,604         2,587
Additional achieved profits basis retained profit                                                    4,315         3,765
                                                                                                      ----          ----
Shareholders' capital and reserves                                                                   8,596         7,005
                                                                                                      ----          ----
                                                                                                                Restated
Movement in Shareholders' Capital and Reserves                                                     2004 GBPm     2003 GBPm
                                                                                                      ----          ----
Profit for the year after minority interests                                                         1,046           485
Exchange movements, net of related tax of GBP12m (GBP18m)                                             (229)         (348)
Proceeds from Rights Issue, net of expenses                                                          1,021             -
Other new share capital subscribed                                                                     119            30
Dividends                                                                                            (362)         (320)
Consideration paid for own shares                                                                      (4)           (3)
Movement in cost of own shares                                                                           -             1
                                                                                                      ----          ----
Net increase (decrease) in shareholders' capital and reserves                                        1,591         (155)
Shareholders' capital and reserves at beginning of year:
              As originally reported                                                                 7,043         7,196
              Prior year adjustment on implementation of UITF 38                                      (38)          (36)
                                                                                                      ----          ----
As restated                                                                                          7,005         7,160
                                                                                                      ----          ----
Shareholders' capital and reserves at end of year                                                    8,596         7,005
Comprising
                                                                                                      ----          ----
UK and Europe Operations:
              Long-term business                                                                     4,051         3,424
              M&G                                                                                      312           336
              Egg                                                                                      269           348
                                                                                                      ----          ----
                                                                                                     4,632         4,108
US Operations                                                                                        2,596         2,490
Prudential Asia                                                                                      1,738         1,419
Other operations (including central goodwill and borrowings)                                         (370)       (1,012)
                                                                                                      ----          ----
                                                                                                     8,596         7,005
                                                                                                      ----          ----





ACHIEVED PROFITS BASIS RESULTS
Basis of Preparation of Results

The achieved profits basis results have been prepared in accordance with the
guidance issued by the Association of British Insurers in December 2001
"Supplementary Reporting for long-term insurance business (the achieved profits
method)".

Under this guidance, the basis for setting long-term expected rates of return on
investments and risk discount rates are, for countries with developed long-term
fixed income securities markets, set by reference to period end rates of return
on fixed income securities. This "active" basis of assumption setting has been
applied in preparing the results of the Group's UK, Europe and US operations.
For the Group's Asian operations, the active basis is appropriate for business
written in Japan and Korea and US dollar denominated business written in Hong
Kong.

For countries where long-term fixed income securities markets are
underdeveloped, investment return assumptions and risk discount rates are based
on an assessment of long-term economic conditions. Except for the countries
listed above, this basis is appropriate to the Group's Asian operations.

The key economic assumptions are set out below:




                                                                                                    2004            2003
UK and Europe Insurance Operations
Pre-tax expected long-term nominal rate of investment return:
                                                                                                               

          UK equities                                                                               7.1%            7.3%
          Overseas equities                                                                 6.8% to 7.8%    6.6% to 7.9%
          Property                                                                                  6.3%            6.6%
          Gilts                                                                                     4.6%            4.8%
          Corporate bonds                                                                           5.5%            5.8%
          PAC with-profits fund assets
          (applying the rates listed above to the investments held by the fund)                     6.5%            6.8%
          Expected long-term rate of inflation                                                      2.9%            3.1%
Post-tax expected long-term nominal rate of return:
          Pension business (where no tax applies)                                                   6.5%            6.8%
          Life business                                                                             5.7%            5.9%
Risk margin included within the risk discount rate                                                  2.6%            2.6%
Risk discount rate                                                                                  7.2%            7.4%

US Operations (Jackson National Life)
Expected long-term spread between earned rate and rate credited to policyholders                   1.75%           1.75%
US 10 year treasury bond rate at end of year                                                        4.3%            4.3%
Risk margin included within the risk discount rate                                                  3.1%            3.1%
Risk discount rate                                                                                  7.4%            7.4%

Prudential Asia
Weighted pre-tax expected long-term nominal rate of investment return*                              6.6%            7.4%
Weighted expected long-term rate of inflation                                                       3.0%            3.4%
Weighted risk discount rate                                                                         9.6%           10.4%



The  Prudential  Asia  weighted  economic  assumptions  have been  determined by
weighting each country's  assumptions by reference to the Achieved Profits basis
operating results for new business written in the relevant year.

* Consistent  with prior  periods,  for the Taiwan  operation,  the  projections
include an assumption of phased  progression from current rates to the long-term
expected rates over a remaining  period of 8 years.  This takes into account the
effect on bond values of rising interest rates.

ACHIEVED PROFITS BASIS RESULTS
Notes on the Achieved Profits Basis Results

(1) The results for 2004 and 2003 have been derived  from the  achieved  profits
basis  supplements  to the  Company's  statutory  accounts for those years.  The
supplements included unqualified audit reports from the auditors.

(2) Under the achieved  profits  basis,  the operating  profit from new business
represents the profitability of new long-term  insurance business written in the
year,  and  the  operating   profit  from  business  in  force   represents  the
profitability  of business in force at the start of the year.  These results are
combined  with the  statutory  basis  results of the  Group's  other  operations
including  banking  and fund  management  business.  The  effects of  short-term
fluctuations  in in  investment  returns  and the impact of changes in  economic
assumptions  on  shareholders'  funds at the start of the  reporting  period are
excluded from operating  profit but included in total profit.  In the directors'
opinion,  the achieved profits basis results provide a more realistic reflection
of the  performance  of the Group's  long-term  business  than results under the
statutory basis.

(3) The proportion of surplus allocated to shareholders from the UK with-profits
business  has been based on the present  level of 10%.  Future  bonus rates have
been set at levels  which  would fully  utilise the assets of the with-  profits
fund over the lifetime of the business in force.






STATUTORY BASIS RESULTS
Summarised Consolidated Profit and Loss Account                                                    2004 GBPm       2003 GBPm
                                                                                                      ----          ----
                                                                                                               

Long-term business gross premiums written (note 3)                                                  16,355        13,781
                                                                                                      ----          ----
Profit on ordinary activities before tax                                                               650           350
Tax (note 4)                                                                                         (232)         (144)
                                                                                                      ----          ----
Profit for the year before minority interests                                                          418           206
Minority interests                                                                                      10             2
                                                                                                      ----          ----
Profit for the year after minority interests                                                           428           208
Dividends (note 5)                                                                                   (362)         (320)
                                                                                                      ----          ----
Retained profit (loss) for the year                                                                     66         (112)
                                                                                                      ----          ----
Reconciliation of operating profit to profit on ordinary activities
Operating profit (loss) before amortisation of goodwill:
             Continuing operations                                                                     603           424
             Discontinued operations (note 6)                                                         (20)          (67)
                                                                                                      ----          ----
                                                                                                       583           357
Amortisation of goodwill                                                                              (97)          (98)
                                                                                                      ----          ----
Operating profit based on long-term investment returns                                                 486           259
Short-term fluctuations in investment returns                                                          229            91
Profit or loss on the sale or termination of discontinued operations:
             Profit on business disposals (note 6)                                                      48             -
             Egg France closure cost (note 6)                                                        (113)             -
                                                                                                      ----          ----
Profit on ordinary activities before tax                                                               650           350
                                                                                                      ----          ----
Earnings Per Share*
Based on operating profit after tax and related minority interests before amortisation
             of goodwill of GBP408m (GBP257m)                                                        19.2p         12.4p
Adjustment for amortisation of goodwill                                                             (4.6)p        (4.7)p
Adjustment from post-tax long-term investment returns to post-tax actual investment
             returns (after related minority interests)                                               7.1p          2.3p
Adjustment for post-tax profit on business disposals                                                  1.4p             -
Adjustment for post-tax Egg France closure cost                                                     (3.0)p             -
                                                                                                      ----          ----
Based on profit for the year after minority interests of GBP428m (GBP208m)                           20.1p         10.0p
                                                                                                      ----          ----
Average number of shares                                                                            2,129m        2,076m
                                                                                                      ----          ----
Dividend Per Share*                                                                                 15.84p        15.38p
                                                                                                      ----          ----

* Earnings per share and dividend per share figures for 2003 have been restated
to take account of the Rights Issue in 2004.


STATUTORY BASIS RESULTS
Operating Profit before Amortisation of Goodwill
                                                                                                                Restated
Results Analysis by Business Area                                                               2004 GBPm        2003 GBPm
                                                                                                   ----             ----
UK and Europe Operations
UK and Europe Insurance Operations                                                                  305              256
M&G                                                                                                 136               83
Egg*                                                                                                 43               55
                                                                                                   ----             ----
Total*                                                                                              484              394
                                                                                                   ----             ----
US Operations
Jackson National Life*                                                                              196              143
Broker dealer and fund management                                                                  (14)              (3)
                                                                                                   ----             ----
Total*                                                                                              182              140
                                                                                                   ----             ----
Prudential Asia
Long-term business                                                                                  126               85
Fund management                                                                                      19               13
Development expenses                                                                               (15)             (27)
                                                                                                   ----             ----
Total                                                                                               130               71
                                                                                                   ----             ----
Other Income and Expenditure
Investment return and other income                                                                   44               29
Interest payable on core structural borrowings                                                    (154)            (143)
Corporate expenditure:
            Group Head Office                                                                      (54)             (43)
            Asia Regional Head Office                                                              (29)             (24)
                                                                                                   ----             ----
Total                                                                                             (193)            (181)
                                                                                                   ----             ----
Operating profit from continuing operations before amortisation of goodwill                         603              424
                                                                                                   ----             ----

* The  results  for Egg  and  Jackson  National  Life  exclude  the  results  of
discontinued operations as set out below:

Egg France                                                                                         (37)             (89)
Jackson Federal bank                                                                                 17              22
                                                                                                   ----             ----
Operating profit from discontinued operations before amortisation of goodwill                      (20)             (67)
                                                                                                   ----             ----


STATUTORY BASIS RESULTS
Consolidated Statement of Total Recognised Gains and Losses                                       2004 GBPm        2003 GBPm
                                                                                                     ----           ----
Profit for the year after minority interests                                                          428            208
Exchange movements, net of related tax of GBP12m (GBP18m)                                            (161)          (253)
                                                                                                     ----           ----
Total recognised gains (losses) relating to the financial period                                      267           (45)
                                                                                                     ----           ----
                                                                                                                Restated
                                                                                                                (note 2)
Movement in Shareholders' Capital and Reserves                                                    2004 GBPm      2003 GBPm
                                                                                                     ----           ----
Total recognised gains (losses) relating to the financial period                                      267           (45)
Proceeds from Rights Issue, net of expenses                                                         1,021              -
Other new share capital subscribed                                                                    119             30
Dividends                                                                                           (362)          (320)
Consideration paid for own shares                                                                     (4)            (3)
Movement in cost of own shares                                                                          -              1
                                                                                                     ----           ----
Net increase (decrease) in shareholders' capital and reserves                                       1,041          (337)
                                                                                                     ----           ----
Shareholders' capital and reserves at beginning of year:
As previously reported                                                                              3,278          3,613
Prior year adjustment on implementation of UITF 38                                                   (38)           (36)
                                                                                                     ----           ----
As restated                                                                                         3,240          3,577
                                                                                                     ----           ----
Shareholders' capital and reserves at end of year                                                   4,281          3,240
                                                                                                     ----           ----




STATUTORY BASIS RESULTS                                                                                   Restated 

Summarised Consolidated Balance Sheet                                                             2004 GBPm     2003 GBPm 
                                                                                                       ----           ----  
Assets  Goodwill                                                                                      1,367           1,504 
Investments  in  respect of
non-linked  business:
Land and Buildings                                                                                   12,367          10,965  
Equities                                                                                             38,426          34,877
Fixed income  securities                                                                             66,750          64,591
Deposits with credit  institutions                                                                    6,125           4,088 
Other  investments                                                                                    5,987           5,719 
                                                                                                       ----            ---- 
                                                                                                    129,655         120,240  
Assets held to
cover linked liabilities                                                                             23,830          19,921 
Reinsurers' share of technical provisions                                                             1,018             924 
Banking  business  assets                                                                            11,995          12,629 
Cash at bank and in hand                                                                              1,415           1,221 
Deferred acquisition costs                                                                            2,908           2,952 
Other assets*                                                                                         2,352           2,318 
                                                                                                       ----            ----
Total assets                                                                                        174,540         161,709 
                                                                                                       ----            ----  
Liabilities  
Share capital                                                                                           119             100 
Share premium                                                                                         1,558             553  
Statutory  basis  retained  profit                                                                    2,646           2,625 
Cost of shares held in trusts for employee  incentive plans*                                           (42)            (38) 
                                                                                                       ----            ----  
Shareholders'capital  and  reserves*                                                                  4,281           3,240  
Minority  interests                                                                                      71             107  
Subordinated liabilities (note 7)                                                                     1,429           1,336 
Fund for future  appropriations*                                                                     16,686          12,657
Technical provisions in respect of non-linked business                                              104,964         101,178 
Technical provisions  for  linked  liabilities                                                       24,137          20,195  
Deferred  tax                                                                                         1,522           1,154
Debenture  loans  (note 7)                                                                            1,761           1,781  
Other  borrowings  (note 7)                                                                           1,483          1,328
Banking business  liabilities                                                                        11,217         11,681 
Obligations of Jackson National Life
under  funding  and  stocklending  arrangements                                                       3,308          3,762 
Tax                                                                                                   1,017            851 
Final dividend                                                                                          253            214 
Other  liabilities*                                                                                   2,411          2,225 
                                                                                                       ----           ---- 
Total  liabilities*                                                                                 174,540        161,709 
                                                                                                        ----          ---- 

* The 2003 figures for these lines have been restated
as a result of the implementation of UITF 38.

STATUTORY BASIS RESULTS
FRS1 Consolidated Cash Flow Statement                                                             2004 GBPm        2003 GBPm
                                                                                                     ----           ----
Operations
Net cash inflow from operating activities                                                              93             88
                                                                                                     ----           ----
Servicing of finance
Interest paid                                                                                       (207)          (172)
                                                                                                     ----           ----
Tax
Tax received                                                                                           72            128
                                                                                                     ----           ----
Acquisitions and disposals
Net cash inflow from disposal of European business                                                      -             27
                                                                                                     ----           ----
Equity dividends
Equity dividends paid                                                                               (323)          (447)
                                                                                                     ----           ----
Net cash outflow before financing                                                                   (365)          (376)
                                                                                                     ----           ----
Financing
Issue of borrowings                                                                                   111            829
Reduction in credit facility utilised by investment subsidiaries managed by PPM America              (31)          (151)
Issues of ordinary share capital, net of expenses of GBP23m (GBPnil)                                1,140             30
                                                                                                     ----           ----
Net cash inflow from financing                                                                      1,220            708
                                                                                                     ----           ----
Net cash inflow for the year                                                                          855            332
                                                                                                     ----           ----
The net cash inflow was invested as follows:
Net purchases (sales) of portfolio investments                                                        843          (149)
Increase in cash and short-term deposits, net of overdrafts                                            12            481
                                                                                                     ----           ----
                                                                                                      855            332
                                                                                                     ----           ----
In accordance with FRS 1, this statement excludes the cash flows of long-term business funds.

The reconciliation from operating profit to net cash inflow from operating activities is summarised below:

                                                                                                  2004 GBPm        2003 GBPm
                                                                                                     ----           ----
Operating profit before amortisation of goodwill                                                      583            357
Add back interest charged to operating profit*                                                        213            189
Adjustments for non-cash items:
           Tax on long-term business profits                                                        (195)          (150)
           Amounts retained in long-term business operations and Egg, timing differences and
           other items                                                                              (508)          (308)
                                                                                                     ----           ----
Net cash inflow from operating activities (as shown above)                                             93             88
                                                                                                     ----           ----

*This  adjustment  comprises  interest  payable on core  structural  borrowings,
commercial  paper and other  borrowings,  non-recourse  borrowings of investment
subsidiaries  managed by PPM America and structural  borrowings of Egg. Interest
payable on long-term  business  with-profits  fund  borrowings and other trading
activities has been excluded from this adjustment.




STATUTORY BASIS RESULTS
Notes on the Statutory Basis Results

(1) The financial  information  set out above does not  constitute the Company's
statutory  accounts  for the years ended 31 December  2004 and 2003 but is, with
the exception for 2003 of the change in  accounting  policy  explained in Note 2
below,  derived  from  those  accounts.  Statutory  accounts  for 2003 have been
delivered to the  Registrar  of  Companies  and those for 2004 will be delivered
following the Company's  Annual General  Meeting.  The auditors have reported on
both  those  accounts;  their  reports  were  unqualified  and did  not  contain
statements under section 237 (2) or (3) of the Companies Act 1985.

(2) The Company has implemented  UITF Abstract 38 - "Accounting for ESOP Trusts"
in preparing its 2004 results which  requires the Company to present the cost of
acquiring  shares held in trusts for employee  incentive plans as a deduction in
determining shareholders' funds. The effect of the change in policy is to reduce
shareholders' funds at 1 January 2004 from the previously  published 31 December
2003 level by GBP38m.  Comparative  balance  sheet  amounts  have been  restated
accordingly. The impact on the profit and loss account is immaterial.

(3) An analysis of long-term business gross premiums written is set out below:





                                                                                                   2004 GBPm      2003 GBPm
                                                                                                      ----         ----
                                                                                                                

    UK and Europe Insurance Operations                                                               9,186        7,264
    US Operations                                                                                    4,717        4,369
    Prudential Asia                                                                                  2,452        2,148
                                                                                                      ----         ----
                                                                                                    16,355       13,781
                                                                                                      ----         ----



(4) The tax charge of GBP232m  (GBP144m)  comprises  GBP26m  (GBP22m) UK tax and
GBP206m (GBP122m) overseas tax.

(5) The directors  recommend that the shareholders  declare a final dividend for
2004 of 10.65p per share payable on 25 May 2005 to  shareholders on the register
at the close of business on 18 March 2005. A scrip dividend  alternative will be
offered to  shareholders.  After  adjusting  for the bonus element of the Rights
Issue in 2004, the interim  dividend for 2004 was 5.19p per share (actual amount
paid was 5.4p per  share).  The  total  dividend  for the  year,  including  the
recommended final dividend and the adjusted interim dividend,  amounts to 15.84p
per share and the total  cost of the  dividend  declared  in  respect of 2004 is
GBP362m.

(6) In July 2004, Egg announced that it intended to take the necessary  steps to
withdraw from the French market at an expected cost of GBP113m.  This  business,
which has been treated as  discontinued  operations,  incurred  losses up to the
date of announcement of GBP37m (GBP89m).

In October 2004,  Jackson National Life sold Jackson Federal Bank and realised a
profit on sale of GBP41m before tax. This business,  which has also been treated
as discontinued operations,  made an operating profit up to the date of disposal
of GBP17m (GBP22m).

In August  2004,  the Company sold its 15%  interest in Life  Assurance  Holding
Corporation Limited and realised a profit on sale of GBP7m before tax.

(7) An analysis of borrowings is set out below:





                                                                                                   2004 GBPm      2003 GBPm
                                                                                                      ----         ----
                                                                                                                 

    Net core structural borrowings of shareholder financed operations                                1,236        2,135
    Add back holding company cash and short-term investments                                         1,561          432
                                                                                                      ----         ----
    Core structural borrowings of shareholder financed operations                                    2,797        2,567
    Commercial paper and other borrowings that support a short-term fixed
          income securities reinvestment programme                                                   1,079        1,074
    Non-recourse borrowings of investment subsidiaries managed by PPM America
                                                                                                       183          214
    Egg debenture loans                                                                                451          451
    UK and Europe Operations long-term business with-profits fund borrowings
                                                                                                       144          120
    Other borrowings of shareholder financed operations                                                 19           19
                                                                                                      ----         ----
                                                                                                     4,673        4,445
                                                                                                      ----         ----
    This total is recorded in the statutory basis summarised consolidated balance sheet as:
    Subordinated liabilities                                                                         1,429        1,336
    Debenture loans                                                                                  1,761        1,781
    Other borrowings                                                                                 1,483        1,328
                                                                                                      ----         ----
                                                                                                     4,673        4,445
                                                                                                      ----         ----
(8) The Preliminary Announcement was approved by the Board of Directors on 1 March 2005.



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 02 March, 2005

                                     PRUDENTIAL PUBLIC LIMITED COMPANY 

                                     By: /s/  Clare Staley

                                              Clare Staley
                                              Head of Group Media Relations,