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 May, 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: Bond Exchange update


FOR IMMEDIATE RELEASE

31 May 2005

                      Prudential PLC : Exchange Proposals

Prudential plc today announces the withdrawal of its proposals to exchange all
of its GBP300,000,000 6.875 per cent. Bonds due 2023 and all of its 
GBP250,000,000 5.875 per cent. Bonds due 2029 for new sterling denominated 
fixed/floating subordinated capital securities as contemplated by an 
information memorandum dated 12th May, 2005. It follows that the Bondholders 
Meetings convened for 3rd June, 2005 will not now take place and no Early 
Response Payment will be made. Capitalised terms used in this announcement and 
not otherwise defined have the meanings given to them in the Information 
Memorandum.

                                    - Ends -

Enquiries:

Media                                          Investors/Analysts

Clare Staley                  020 7548 3719    Marina Lee-Steere   020 7548 3511
Joanne Davidson               020 7548 3708


Dealer Managers

Barclays Capital: Sven Pongs        020 7773 8990

UBS Investment Bank: Duane Hebert   020 7567 7480




Notes to Editors


The Exchange Proposals are not being made and will not be made directly or
indirectly (i) to U.S. persons (within the meaning of Regulation S under the
Securities Act) or (ii) in or into the United States. This announcement is not
for release, publication or distribution, directly or indirectly, in or into the
United States and is not an offer of securities for sale into the United States.
The securities referred to in this announcement have not been and will not be
registered under the Securities Act of 1933, as amended, and may not be offered
or sold in the United States, absent registration or an applicable exemption
from registration. No public offering of securities will be made in the United
States.

*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.




                                   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 31 May, 2005

                                     PRUDENTIAL PUBLIC LIMITED COMPANY 

                                     By: /s/  Clare Staley
                                              Head of Group Media Relations