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 June, 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: Accounting Standards


EMBARGO: 07.00 hours, Thursday 2 June 2005

                                 Prudential plc

    Economic Capital, Developments in Regulatory and Financial Reporting, and
  Restatement of 2004 Full Year Results under International Financial Reporting
                      Standards and European Embedded Value


Prudential  plc publishes  today selected 2004  financial  information  restated
under  European  Embedded  Value  (EEV) and  International  Financial  Reporting
Standards (IFRS). The Group's underlying capital strength, cashflow and dividend
policy are not affected by the adoption of either EEV or IFRS.

In addition,  we are also  explaining the Group's  regulatory  capital  position
under the Financial  Groups  Directive  (FGD) and the Group's  economic  capital
position as at 31 December 2004.

Prudential's Group Finance Director,  Philip Broadley,  said: "We are publishing
today a  comprehensive  picture of the Group's  economic and regulatory  capital
positions as at 31 December  2004 and the impact of adopting IFRS and EEV on our
2004 financial  results.  We believe that the  presentation of this  information
will enable  investors to obtain a better  understanding  of the Group's capital
position and profitability."

European Embedded Value

Prudential  believes that the EEV  methodology  represents an  improvement  over
existing  embedded value  reporting  methods used across Europe and supports its
introduction.  Prudential  re-iterates  its belief that embedded value reporting
provides  investors with a truer measure of the underlying  profitability of the
Group's long-term businesses and is a valuable supplement to statutory accounts.

As a signatory to the European CFO (Chief Financial  Officers) Forum on European
Embedded Value (EEV)  principles,  Prudential will adopt EEV methodology for its
2005 year-end results.  This will replace the Achieved Profit basis, the current
supplementary  basis  of  reporting.  The  adoption  of the EEV  methodology  by
Prudential results in a 1% reduction in the Group's total shareholders' funds to
GBP8.5bn and an uplift of 8% in the value of new business for the year ending 31
December 2004 to GBP741m.

The main impact on the results  arises from the effect of changes to the assumed
level  of  locked-in  capital  allocated  to  each  business,  the  adoption  of
product-specific  risk  discount  rates,  and an explicit  valuation of the time
value of options  and  guarantees.  The EEV  results  also  include the value of
future profits from service  companies  (including fund  management  operations)
that  support  the  Group's  long-term  businesses  and the UK  defined  benefit
pensions scheme deficit.

International Financial Reporting Standards

From 1 January 2005,  all listed  European  Groups must prepare their  financial
statements  in accordance  with EU approved  International  Financial  Reporting
Standards (IFRS). The IFRS basis replaces the current Modified Statutory Basis.

The Financial  Review section of Prudential's  2004 Annual Report gave extensive
explanation  of the likely  changes,  which are confirmed in this  announcement.
Restatement  under IFRS Phase 1 gives rise to a GBP15m  reduction  in  operating
profit for 2004 and an increase in shareholders funds of GBP470m.

In  conjunction  with the  adoption of IFRS,  Prudential  has  reviewed  all its
accounting  policies and is changing  the method used to  determine  longer term
returns included within operating  profits.  This change,  which is not required
under IFRS,  increases  operating  profit by GBP91m,  offset by a  corresponding
reduction in short-term fluctuations in investment returns, leaving total profit
unchanged.

Groups Directive

Under the Insurance Groups  Directive  (IGD),  introduced in January 2001, Group
solvency is calculated by aggregating  the surplus capital held in the regulated
subsidiaries,  then deducting group  borrowings,  other than those  subordinated
debt issues that qualify as capital.

The Financial Groups  Directive  (FGD),  which has applied to Prudential since 1
January 2005,  involves a similar  calculation of Group solvency as for the IGD,
but the solvency test under the FGD is a continuous requirement and a regulatory
obligation.  Prudential has put in place a regulatory  capital  projection model
for all  business  units to  ensure  that the Group  meets,  at all  times,  the
continuous solvency requirements.

As at 31 December 2004, Prudential had a surplus of GBP845m on the IGD basis.

Economic Capital

Prudential  has  determined  its economic  capital  requirement as the amount of
capital required to ensure that the Group can meet its existing  contractual and
discretionary  policyholder  obligations  and remain solvent at all times over a
25-year time horizon,  within a strict target solvency level.  Economic  capital
methodology is different  from the  regulatory  capital model used under IGD and
FGD in that it allows the Group to take account of its geographic spread and its
ability to diversify its risks across its businesses.

Prudential's economic capital model, which it has been developing over the past
three years, is integral to its capital and financial management at both Group
and business unit level. It provides Prudential with a measure of the impact of
taking on different risks in different parts of the world, both in terms of the
extreme events that have the potential to deplete its capital base, and the more
day-to-day volatility to which it is exposed.

As at 31 December  2004,  Prudential  had  available  capital of GBP3.4bn.  This
represents a surplus of GBP1.6bn over required economic capital of GBP1.8bn.

Further details on each of these developments can be found in the attached
appendices:

Appendix A    European Embedded Value                         Page 4
Appendix B    International Financial Reporting Standards     Page 14
Appendix C    Groups Directive                                Page 42
Appendix D    Economic Capital                                Page 44

                                     -ENDS-

Enquiries to:

Rebecca Burrows, Group Communications Director           020 7548 3537

Media                               Investors/
                                    Analysts

Clare Staley       020 7548 3719    Andrew Crossley      020 7548 3166
Joanne Davidson    020 7548 3708    James Matthews       020 7548 2007
                                    Mike Kempster        020 7548 3738



Brunswick Group
Kate Holgate       020 7404 5959

1.   A  presentation  to  analysts  and  investors  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.

2.   An interview with Philip Broadley (in  video/audio/text)  will be available
     on www.cantos.com and www.prudential.co.uk from 7.00am on 2 June 2005.

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 GBP187bn 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.

                                   Appendix A

                    European Embedded Value (EEV) Principles



-    Prudential  releases  today restated 2004  supplementary  results on an EEV
     basis.  Key results are shown ahead of full adoption of the EEV  principles
     at the 2005 year end.  Highlights  of the results on an EEV basis are shown
     below.



                                                     EEV basis   AP basis
                                                          2004       2004
                                                          GBPm       GBPm
     ---------------------------------------------------------   --------

     New Business Profits                                  741        688

     New Business Margin (1)                                40%        37%

     Long-term Business Operating Profit Before Tax (2)  1,238      1,148

     Total EEV Shareholder Funds (3)                     8,481      8,596
     ---------------------------------------------------------   --------

(1)  Profits are expressed as a percentage of annual premium equivalent (APE) of
     insurance sales.

(2)  Excluding  increase of GBP101m  arising  from the  discretionary  change of
     accounting policy for longer term returns as explained in the IFRS section.

(3)  Excluding  increase of GBP166m  brought  about by changes  described in the
     IFRS section.

     -    The  adoption of the EEV  principles  results in a small change to the
          embedded  value of the Group's  business and an uplift in the value of
          new business.

     -    The Group's underlying capital strength, cashflow, and dividend paying
          ability are unaffected by the adoption of the EEV principles.

     -    The time  value of options  and  guarantees  granted to  policyholders
          included  within the Group's  embedded value as at 31 December 2004 is
          GBP209m.

Prudential believes that EEV reporting  represents an evolution from the current
achieved profits (AP) basis used for  supplementary  reporting,  and it welcomes
the  improved  clarity of  information  that it will provide to investors by the
adopting  companies.   Prudential  re-iterates  its  view  that  embedded  value
information  provides  investors  with a much truer  picture  of the  underlying
profitability of long-term insurance business.

1.   Background

     In May 2004, the CFO Forum, representing the Chief Financial Officers of 19
     European  Insurers,  published  the EEV  Principles  which are  designed to
     improve the  transparency  and  consistency  of embedded  value  reporting.
     Member companies agreed to adopt the principles for supplementary reporting
     no later than the 2005  year-end.  Prudential  continues  to play an active
     role in the CFO Forum.

     To enable  analysts and investors to understand  Prudential's  approach and
     the  impact to the  results  Prudential  has  decided  to  provide  today a
     restatement of key 2004 achieved  profits results under the EEV principles.
     However,  2005 interim  results will continue to be reported on an achieved
     profits  basis.  Full  disclosures  in respect of the 2004 year end will be
     provided in December 2005 before  Prudential fully adopts the principles in
     respect of full year 2005 results.

2.   Key Results

     1.   Overview

          The 2004  results  under the EEV basis are shown below  together  with
          previously reported achieved profits results.

                                                  EEV basis       AP basis
                                                       GBPm           GBPm
        ---------------------------------------------------       --------

        New business Profits                            741            688

        New business Margin (1)                          40%            37%

        Long-term Business Operating Profit           1,238          1,148
 
        Before Tax (2)

        Total EEV Shareholder Funds (3)               8,481          8,596
        ---------------------------------------------------       --------

     (1)  Profits are  expressed as a percentage  of annual  premium  equivalent
          (APE) of insurance sales.

     (2)  Excluding increase of GBP101m arising from the discretionary change of
          accounting  policy for longer term  returns as  explained  in the IFRS
          section.

     (3)  Excluding  increase of GBP166m  brought about by changes  described in
          the IFRS section.

          The main drivers of change from an achieved  profits basis are changed
          capitalisation  levels,  an  explicit  valuation  of the time value of
          options and  guarantees,  and changed  risk  discount  rates.  The EEV
          results also include the value of future profits on service  companies
          (including  fund  management  operations)  that  support  the  Group's
          long-term  businesses  and  the  UK  defined  benefit  pension  scheme
          deficit. Core debt has been marked to market.

          For EEV reporting, encumbered capital has been set at economic levels,
          a bottom up approach  has been used for the  setting of risk  discount
          rates which are both  product-specific  and  geographically  specific,
          whilst the time value of options and  guarantees is explicitly  valued
          using  stochastic  techniques.  Finally,  the value of future  service
          company  profits  has  been  included  within  the  in-force  value of
          long-term business. The value of the UK defined benefit pension scheme
          deficit has been included on an IAS 19 basis.

     2.   New Business Results

          2.2.1. Operating Profit from New Business

                                                EEV Basis         AP Basis
                                               Before tax       Before tax
                                                     GBPm             GBPm
               ------------------------------------------       ----------

               UK and Europe Insurance Operations     241              220

               Jackson National Life                  145              156

               Asian Operations                       355              312

               Total                                  741             688
               ------------------------------------------       ----------

               The table below  reconciles the movement from an achieved profits
               basis to an EEV basis.

                                                                         GBPm

               ----------------------------------------------------     ------

               Achieved Profits Basis                                     688

               Economic Assumption Changes                                 (3)

               Time Value of Options and Guarantees                       (30)

               Risk Discount Rates                                         91

               JNL Variable Annuity Fees and Benefits                      24

               Inclusion of Fund Management Profits in respect of          17

               Internal Funds

               Modelling changes and other                                (18)

               EEV Basis before change to JNL Tax Gross Up Approach       769

               Change in JNL Gross Up Approach                            (28)

               EEV Basis                                                  741
               ----------------------------------------------------     ------

          Total Group new business  profits  have risen 8 per cent.  The overall
          combined  impact of the  changed  risk  discount  rates  and  explicit
          valuation of options is positive at GBP61m and this  reflects the high
          proportion of  bond-backed  linked,  non-profit  and A&H (1) business,
          which  have  lower  risk  discount  rates  and  minimal   options  and
          guarantees.  There is no impact from using economic  levels of capital
          as,  for the  current  mix of  business,  statutory  requirements  are
          sufficient  to  meet  our  current   assessment  of  economic  capital
          requirements. The current mix of new business has relatively little in
          the way of options and guarantees.

          (1)  A&H is Accident and Health

               For Jackson  National  Life (JNL),  as part of the  transition to
               EEV, we have taken the opportunity to simplify the basis on which
               we calculate the pre-tax results.  Under EEV, the net profits are
               grossed up for tax at the expected tax rate. There is no economic
               impact from this  presentational  change.  By way of  comparison,
               under the previous  method that applied under  achieved  profits,
               JNL's  pre-tax  new  business  profit  would  have been  (around)
               GBP173m.

               Inclusion  of Fund  Management  profits  adds  GBP17m  to the new
               business value.

               The  reconciliation  in movement for each of the Group's Business
               Units is shown in Appendix A1.

     2.2.2. New Business Margin

                                      EEV basis            AP Basis
                                     -----------          ----------

                                    % of      % of      % of      % of

                                     APE     PVNBP       APE     PVNBP
        --------------------    --------  --------  --------  --------

        UK and Europe Insurance       30       3.4        27       n/a

        Operations

        Jackson National Life         32       3.2        34       n/a

        Asian Operations              62      10.4        54       n/a

        Total                         40       5.0        37       n/a
        --------------------    --------  --------  --------  --------

        Note

        PVBNBP is defined as the present value of new business premiums.

        The comments in section 2.2.1 apply here also.

3.   Total Shareholders' Funds

                                                EEV Basis       AP Basis
 
                                                After tax      After tax

                                                     GBPm           GBPm
          ----------------------              -------------  -------------

          UK and Europe Insurance                   4,228          4,051
          Operations

          Jackson National Life                     2,538          2,532

          Asian Operations                          1,567          1,672

          Other                                       148            341

          Total (1)                                 8,481          8,596
          ----------------------              -------------  -------------

          (1)  Excluding a change of GBP166m brought about by changes  described
               in the IFRS section.

          The  reconciliation  from an achieved profits basis to an EEV basis is
          shown below.

                                                                    GBPm
          -------------------------------------                   ------

          Achieved Profits Basis                                   8,596

          Economic Assumption Changes                                 32

          Use of Economic Capital                                   (269)

          Time Value of Options and Guarantees                      (209)

          Risk Discount Rates                                        427

          JNL VA fees and benefits                                    26

          Inclusion of Fund Management Profits in respect of         200
          Internal Funds

          Inclusion of Service Company Profits in respect of          (7)
          Covered Business

          Mark to Market Core Debt                                  (193)

          Modelling changes and other                               (122)

          EEV Basis                                                8,481
          -------------------------------------                    ------

          The  combined  impact  of  increased   encumbered  capital,   explicit
          valuation of options and  guarantees,  and the changed  risk  discount
          rates  is  broadly  neutral,  at  GBP(51)m  (less  than 1 per  cent of
          shareholders'  funds).  Inclusion of future profits on fund management
          businesses  in respect of internal  funds adds GBP200m to the embedded
          value, whilst the explicit modelling of Variable Annuity (VA) fees and
          benefits  in the US adds  GBP26m to the  embedded  value.  There is no
          impact from the changed gross-up approach for JNL described in section
          2.2.1. as shareholders' funds are net of tax.

          To reflect the  leverage of  shareholder  cashflows,  the Group's core
          debt has been  marked  to  market.  This  results  in a  reduction  in
          shareholders' funds of GBP193m.

          The  time  value  of  options   and   guarantees   included  in  total
          shareholders' funds breaks down geographically as follows.

                                                           Time Value of
                                                             Options and
                                                              Guarantees

                                                                    GBPm
          -----------------------               ------------------------

          UK and Europe Insurance Operations                          84

          Jackson National Life                                      101

          Asian Operations                                            24

          Total                                                      209
          -----------------------               ------------------------

          Prudential's  exposure  to the time  value of options  and  guarantees
          based on the approach  required by the EEV  principles  is  relatively
          small at  GBP209m  or 2.5 per cent of the  total  Group  shareholders'
          funds of GBP8.5bn.  This is a direct result of Prudential's risk-based
          approach to management. By ensuring that the guarantees offered on our
          products are kept  prudently low and by actively  taking  advantage of
          the  management  actions  open  to us we  are  able  to  minimise  our
          shareholder exposures.

          The UK and Asia numbers of GBP84m and GBP24m reflect the fact that the
          majority of the guarantees are contained within with-profits  products
          which are  supported by healthy  estates,  and that we have  increased
          encumbered capital to our target economic capital levels. JNL's number
          is also low due to the  explicit  charges on VA products  used to meet
          the cost of any guarantees and the ability to change  crediting  rates
          in line with credit experience on fixed annuity business.

4.   Operating Profits

                                               EEV Basis      AP Basis

                                              Before tax    Before tax

                                                    GBPm          GBPm
    -----------------------------                ---------   -----------

    In-force long-term Business Operating            497           460
    Profits

    Total long-term Business Operating             1,238         1,148
    Profits

    Total Group Operating Profits from             1,212         1,144
    Continuing Operations                        
    -----------------------------                ---------   -----------

     The main  reasons  behind the  change in the  in-force  long-term  business
     operating  profits are increased  unwind  amounts,  contribution  from fund
     management  businesses and in Asia additional  expected  interest income on
     economic capital notionally allocated to Asia (1) and the contribution from
     fund management business.

(1)  This results in an equal and opposite  impact to interest income on central
     shareholder funds

     The impact of the  discretionary  changes in  accounting  policy for longer
     term  returns as  described  in the IFRS  section is to increase  the total
     long-term  business result by GBP101m whilst total operating profit for the
     Group increases from GBP1,212m to GBP1,307m.  Appendix A2 provides  further
     detail.

3.   Basis of Preparation

     1.   Overall Approach

          The results  presented in section 2 have been  prepared  using the EEV
          Principles  for  the  Group's   long-term   business   including  fund
          management operations and service companies that support the long-term
          businesses.  The results of the  Group's  other  businesses  have been
          incorporated on a modified statutory basis. In adopting the principles
          there has been no change in the definition of long-term new business.

The shareholders' interest in the Group's long-term business comprises,

     -    the  present  value of future  shareholder  cash flows  from  in-force
          covered  business (value of in-force  business),  less a deduction for
          the cost of locked-in ('encumbered') capital;

     -    the locked-in ('encumbered') capital; and

     -    shareholders' net worth in excess of encumbered capital.

          A full stochastic valuation has been undertaken to determine the value
          of  the  in-force   business   including   the  cost  of  capital.   A
          deterministic valuation of the in-force business is also derived using
          consistent assumptions and the time value of the financial options and
          guarantees  is derived as the  difference  between  the two.  The main
          changes Prudential has made in moving to an EEV basis of reporting are
          in the following areas.

     -    encumbered capital;

     -    valuation of financial options and guarantees;

     -    risk discount rates; and

     -    valuation  of fund  management  companies  that  support  the  Group's
          long-term businesses

     In most other respects the approach that  Prudential  uses for its achieved
     profits   reporting  already  conforms  to  the  requirements  of  the  EEV
     Principles so there has been no change in respect of these areas.

     Further detail on Prudential's approach is given below.

     3.2. Capital

          In  adopting  the  EEV  principles,  Prudential  has  decided  to  set
          encumbered capital at its internal targets for economic capital, which
          have been assessed  using  internal  models but without any credit for
          the  significant  geographical  diversification  benefits  that  exist
          within the Prudential Group. For with-profits  business written into a
          segregated life fund,  both in the UK and Asia, the capital  available
          within  the  fund  is   sufficient   to  meet  the  economic   capital
          requirements.  For all  shareholder-backed  business  we  lock-in  the
          higher  of   economic   capital  and  the  local   statutory   minimum
          requirement.  In the UK,  economic  capital  requirements  for annuity
          business  are  fully  met  by  Pillar  I  requirements   being  4%  of
          mathematical reserves (as used for achieved profits reporting),  which
          are also  sufficient to meet Pillar II  requirements  as determined in
          the Individual  Capital  Assessment  (ICA)  submitted to the Financial
          Services  Authority  (FSA).  In the US, the level of capital  that has
          previously been locked in for achieved profits  reporting,  namely 235
          per cent of the NAIC's (1) Company  Action Level (CAL),  is sufficient
          to meet  the  economic  capital  requirement.  In Asia,  our  economic
          capital   target  is   substantially   higher  than  local   statutory
          requirements  in  total.   Economic  capital   requirements   vary  by
          territory,  but in aggregate, the capital requirement is equivalent to
          the Financial Groups Directive (FGD) requirement.

          (1)  NAIC is the National Association of Insurance Commissioners

               (2)  This is equivalent to 470% of the  Authorised  Control Level
                    (ACL)

          The table below  summarises  the levels of encumbered  capital for key
          shareholder-backed business.

                                                          Capital as a
                                                         percentage of
                                                              Relevant
                                                             Statutory
                                                           Requirement
--------------------                   --------------------------------

UK Annuity Business                                 100% of EU minimum

Jackson National Life                                      235% of CAL

Asian Operations                                           100% of FGD
--------------------                   --------------------------------



     3.3. Valuation of Options and Guarantees

          Options and guarantees  have two components of value,  intrinsic value
          and time value.  The intrinsic value measures the value of the options
          and guarantees on the chosen valuation assumptions (i.e. the extent to
          which they are 'in the money'). The time value measures the additional
          value of the options and guarantees  that arises from changing  future
          financial conditions.

          The intrinsic value of options and guarantees is directly  included in
          the embedded value calculated using  deterministic  assumptions  while
          the time value is captured  through the use of  stochastic  techniques
          for the embedded  value  calculation  that involve the  projection  of
          distributable  profits under many (1,000 to 5,000)  scenarios in which
          economic and financial factors are allowed to vary in a manner that is
          representative of possible future market behaviour.  The time value is
          then  determined by taking the difference  between the average present
          value of  distributable  profits  under  all these  scenarios  and the
          deterministic embedded value referred to above. As required by the EEV
          principles,  the option valuation is a real world one and not a market
          consistent  value and uses  investment  return and risk  discount rate
          assumptions which are consistent with the main deterministic models.

     3.4. Risk Discount Rates

          Principle  G10.7 to G10.9 of the European  Embedded  Value  Principles
          state that,

          "Discount  rates used to  determine  the present  value of future cash
          flows should be set equal to risk free rates plus a risk  margin.  The
          risk margin should reflect any risk  associated  with the emergence of
          distributable  earnings  that  is not  allowed  for  elsewhere  in the
          valuation.

          Valuation  of  financing  types of  reinsurance  and  debt,  including
          subordinated  and  contingent  debt,  should  ensure that the combined
          impact of their servicing costs and discount rates assumption does not
          distort the valuation of the underlying business.

          Risk discount rates may vary between product groups and territories."

          Prudential has adopted a bottom-up approach to the calculation of risk
          discount  rates as we believe the  intention of the EEV  principles in
          this area is that they should relate to the risks within each product.
          Having considered the various options, Prudential firmly believes that
          a  bottom-up  approach  is the  best  way to  achieve  this.  The risk
          discount rate so derived does not reflect a market cost of capital but
          the risk of  volatility  associated  with the casflows in the embedded
          value model.  Risk discount  rates vary by major product group in each
          territory and are derived using the formula,

          risk discount rate = risk free rate + ( product specific beta x equity
          risk premium ) + additional margin of 50 bps

          The risk  discount  rates  reflect  the market  risk  inherent in each
          product group and hence the volatility of product cashflows.  They are
          determined  by  considering  how the  profits  from each  product  are
          impacted by changes in expected returns on various asset classes,  and
          by  converting  this into a relative  rate of return it is possible to
          derive a product specific beta. A further additional prudential margin
          of 50bps has been added to all risk  discount  rates.  In setting risk
          discount rates any material financial options and guarantees that have
          been  explicitly  valued  are  excluded  from the  calculation  whilst
          capital  levels  are  consistent  with  the  economic  capital  levels
          described  in section 3.2 above.  Asset  backing  reflects  the actual
          assets held at the valuation date and projection  assumptions used are
          the same as those  described in section 3.5 and 3.6. An example of the
          calculation     may    be    found    at    the    Group's     website
          (www.prudential.co.uk).

          For  Prudential's  UK annuity  business,  which is well  matched,  the
          predominant  financial  risks are credit risk and interest  rate risk.
          For this line of  business  the  existing  achieved  profits  embedded
          values  and risk  discount  rates  have been  carried  over  following
          validation by comparison to a market consistent valuation.

          Weighted average risk discount rates are given below for each business
          unit

                                          Business    New Business     Achieved
                                          in-force                      Profits
        ----------------------         ------------     -----------  -----------

        UK and Europe Insurance               7.1%            7.1%         7.2%
        Operations
        
        Jackson National Life                 5.8%            6.1%         7.4%

        Asian Operations                      7.9%            8.0%         9.6%

        Group                                 7.2%            7.3%         7.8%
        ----------------------         ------------     -----------  -----------

          The in-force risk  discount rate has been weighted  using the value of
          in-force  whilst the new business risk discount rate has been weighted
          by new  business  profits.  It  should  be noted  that  these are just
          weighted summaries of the risk discount rates and are shown to give an
          indication  of how they  compare to  achieved  profits  risk  discount
          rates.  The rates  actually  used are those  derived for each specific
          product group.


     3.5. Economic Assumptions and Stochastic Asset Model

          3.5.1. Deterministic Calculations

               The  principles  used  to set  economic  assumptions  are set out
               below.

               Economic  assumptions  vary by  territory,  with risk free  rates
               based  on  actual  government  bond  yields  at the  date  of the
               valuation in territories  with developed  capital  markets and on
               the  long-term   view  of   Prudential's   economists  for  those
               territories in Asia with less developed capital markets. Expected
               returns on equity  and  property  asset  classes  are  derived by
               adding  a risk  premium,  also  based  on the  long-term  view of
               Prudential's economists in respect of each territory, to the risk
               free  rate.  In the UK the  equity  risk  premium is 3.0 per cent
               above risk free rates which  compares to 2.5 per cent  previously
               used  for  achieved  profits  reporting.  In  order  to  maintain
               consistency with EEV reporting, the interim 2005 achieved profits
               equity risk premium assumption will now rise to 3.0 per cent with
               a corresponding increase in the AP risk discount rate. The equity
               risk  premium  in the US is also  3.0 per  cent,  unchanged  from
               achieved profits  reporting.  In Asia, equity risk premiums range
               from 2.8 per cent to 5.3 per cent.  Assumptions  for other  asset
               classes,  such as corporate bond spreads, are set consistently as
               best estimate assumptions.

               The investment return assumptions as derived above are applied to
               the  actual  assets  held at the  valuation  date to  derive  the
               overall fund-earned rate.

               The table below summarises the principal financial assumptions.

                                                    EEV Basis         AP Basis
        ----------------------------------         ----------       ----------

        UK and Europe Insurance Operations

        Pre-tax expected long-term nominal
        rates of investment return:

        UK equities                                       7.6%             7.1%

        Overseas equities                         7.3% to 8.3%     6.8% to 7.8%

        Property                                          6.3%             6.3%

        Gilts                                             4.6%             4.6%

        Corporate bonds                                   5.5%             5.5%

        Expected long-term rate of inflation              2.9%             2.9%

        Post-tax expected long-term nominal
        rate of return:

        Pension business (where no tax                    6.8%             6.5%
        applies)

        Life business                                     5.9%             5.7%


        US Operations (Jackson National Life)

        Expected long-term spread between
        earned rate and rate credited to
        policyholders for single premium                 1.75%            1.75%
        deferred annuity business

        US 10 year treasury bond rate at 31               4.3%             4.3%
        December 2004

        US Equities                                       7.3%             7.3%

        Asian Operations
        
        Inflation                                0.0% to 7.8%     0.0% to 7.8%

        Government Bond Yield                   1.9% to 13.0%    1.8% to 13.0%
        
        Equity                                  4.9% to 15.8%    4.9% to 15.8%
        ----------------------------------       ----------       ----------
        


          3.5.2. Stochastic Calculations

               The economic assumptions used for the stochastic calculations are
               consistent  with  those used for the  deterministic  calculations
               described  in  section   3.5.1.   Assumptions   specific  to  the
               stochastic  calculations  such as equity  volatility  and  credit
               losses  reflect  local  market  conditions  and  are  based  on a
               combination of actual market data,  historic  market data and the
               long-term views of  Prudential's  economists.  Common  principles
               have been  adopted  across  the Group  for the  stochastic  asset
               models,  for  example,  separate  modelling of  individual  asset
               classes but with  allowance for  correlation  between the various
               asset classes.

               Details are given below of the key characteristics of each model.

               UK and Europe Insurance Operations

               -    Interest  rates  are  projected  using  a  two-factor  model
                    calibrated to actual market data.

               -    The risk  premium  on equity  assets is  assumed to follow a
                    lognormal distribution.

               -    The  corporate  bond return is calculated as the return on a
                    zero-coupon bond plus a spread. The spread process is a mean
                    reverting stochastic process.

               -    Property  returns  are  modelled  in a  similar  fashion  to
                    corporate  bonds,  namely as the return on a riskless  bond,
                    plus a risk premium,  plus a process  representative  of the
                    change in  residual  values  and the  change in value of the
                    call option on rents.

               The rates to which the model has been calibrated are as follows:

                                               Mean (1)                 Standard
                                                                   Deviation (2)
        ----------------                 ----------------       ----------------

        Government Bond Yield                       4.6%                   1.9%

        Corporate Bond Yield                        5.5%                   5.8%

        Equities                                    7.6%                  20.0%

        Property                                    6.3%                  15.0%
        ----------------                 ----------------       ----------------

     (1)  Means have been derived as the  annualised  arithmetic  average return
          across all simulations and durations

     (2)  Standard deviations have been calculated by taking the variance of the
          annualised average return in each year across all simulations,  taking
          the square root and averaging  overall  durations.  For interest rates
          the standard deviation relates to the change in yield.

Jackson National Life

     -    Interest rates are projected using a three-factor  model calibrated to
          actual market data.

     -    Corporate bond returns are based on Treasury  securities plus a spread
          that has been  calibrated to current  market  conditions and varies by
          credit quality.

     -    Variable  Annuity  equity and bond  returns  have been  stochastically
          generated  using a  regime-switching  lognormal  model with parameters
          determined by reference to historical  data.  The volatility of equity
          fund returns  ranges from 17.5 per cent to 28.0 per cent  depending on
          risk class,  and the volatility of bond funds ranges from 1.6 per cent
          to 4.7 per cent.

          Asian Operations

          The same asset return model,  appropriately calibrated, as used in the
          UK has been used for the Asian operations. The principal asset classes
          are government  and corporate  bonds.  Equity  holdings are much lower
          than in the UK whilst property is not held as an investment asset.

                                                    Mean             Standard
                                                                    Deviation
        ----------------                  ----------------     ----------------

        Government Bond Yield (3)          1.9% to 13.0%         0.7% to 3.7%

        Equity Risk Premiums                2.8% to 5.3%        22.0% to 25.0%
        ----------------                  ----------------     ----------------

(3)  Long Government bond yield (10 year duration)

     Management Actions

     In deriving the in-force  value various  management  actions in response to
     emerging  investment  and fund  solvency  conditions  have  been  modelled.
     Management actions encompass, but are not confined to, the following areas.

     -    Levels of reversionary bonuses and credited rates

     -    Total claim values

     -    Investment allocation decisions

          In all instances the modelled  actions are in accordance with approved
          local practice and therefore reflect the options actually available to
          management.  In the UK,  the  actions  assumed  were the same as those
          adopted for the realistic balance sheet (Pillar I, Peak 2) included in
          the regulatory return.

     3.6. Non-Economic Assumptions

          Demographic Assumptions

          Mortality and morbidity assumptions are based on an analysis of recent
          experience and reflect  expected  future  experience.  Where relevant,
          when  calculating  the time value of in-force  business,  policyholder
          withdrawal rates are allowed to vary in line in line with the emerging
          investment conditions according to management's expectations ("dynamic
          lapses").

          Expense Assumptions

          Expense levels,  including those of service companies that support the
          company's long-term business operations, are based on internal expense
          analysis investigations and are appropriately allocated to acquisition
          of new business and renewal of in-force business. Exceptional expenses
          are identified  separately and reported  separately.  No  productivity
          gains have been assumed.

          With Profits Business and Treatment of Estate

          Where  participating  business is written into  segregated life funds,
          the time value of options and guarantees  reflects  established profit
          participation rules.

          Projected  bonus rates are  consistent  with the projected  investment
          return and include the impact of  management  action taken in response
          to emerging investment conditions.

          In the UK, which has the largest life fund of the Group, shareholders'
          interest in the estate is derived by increasing  terminal  bonus rates
          so as to  exhaust  the  estate  over  the  lifetime  of  the  in-force
          with-profits  business. In those few extreme scenarios where the total
          assets of the life fund are insufficient to meet  policyholder  claims
          in full, the excess cost is fully attributed to shareholders.

          In  other  territories  with  participating   business,  any  required
          shareholder injections required to meet contractual and other payments
          required  by local  practice  are also  included  in the time value of
          options  and  guarantees.  The  shareholder's  share  in any  positive
          residual  estate has been  determined  as the present  value of 10 per
          cent of that amount as at the end of the projection.  Any deficits are
          fully attributed to shareholders.

          Taxation and Other Legislation

          Current  taxation and other  legislation  has been assumed to continue
          unaltered  except where  changes have been  announced and the relevant
          legislation passed.

          Fund Management and Service Companies

          The value of future profits or losses from fund management and service
          companies that support the Group's  long-term  businesses are included
          in the in-force value of the Group's long-term business.  However, the
          statutory profits actually emerging continue to be shown together with
          profits  from  external  fund  management  business.   The  excess  or
          shortfall  of EEV profits  over actual  statutory  profits is included
          within the long-term business non-operating result.

          The  assumptions  used to value these  businesses are consistent  with
          those  used to value  the  underlying  long-term  business.  The value
          ascribed  to the  Group's  fund  management  businesses  is  shown  as
          follows.

                                                                 Value of Fund
                                                                    Management
                                                                      Business

                                                                          GBPm
        -----------------------                          -----------------------

        UK and Europe                                                      123

        Jackson National Life                                               20

        Asia                                                                57

        Total                                                              200
        -----------------------                          -----------------------


The value of future profits from service companies is negligible at GBP(7)m .

Appendix A1: Reconciliation of Movement for New Business Profits

UK and Europe Insurance Operations

                                                                    GBPm
----------------------------------                             ---------

Achieved Profits Basis                                             220

Economic Assumptions                                                10

Time Value of Options and Guarantees                                (5)

Risk Discount Rates                                                  6

Fund Management                                                     10

EEV Basis                                                          241
----------------------------------                             ---------

JNL

                                                                    GBPm
----------------------------------                             ---------

Achieved Profits Basis                                             156

Economic Assumptions                                                (8)

Time Value of Options and Guarantees                               (29)

Risk Discount Rates                                                 30

JNL VA Fees and Benefits                                            24

Fund Management                                                      4

Other                                                               (4)

EEV Basis before change to JNL Tax Gross Up Approach               173

Change to JNL Gross Up Approach                                    (28)

EEV Basis                                                          145
----------------------------------                             ---------

Asian Operations

                                                                    GBPm
----------------------------------                             ---------

Achieved Profits Basis                                             312

Economic Assumptions                                                (5)

Time Value of Options and Guarantees                                 0

Risk Discount Rates                                                 55

Fund Management                                                      3

Other                                                              (10)

EEV Basis                                                          355
----------------------------------                             ---------

Appendix A2: Total Operating Profit Before Tax and Impact of IFRS

                                AP Basis    EEV Basis    Impact of IFRS
                                    GBPm         GBPm             GBPm
----------------------------     --------     --------      -----------

New Business Profits                 688          741              741

In-force                             460          497              598

Total Long-Term                    1,148        1,238            1,339



Fund Management

- M&G                                136          136              136

- US Broker Dealer, Curian and       (14)         (14)             (14)
Fund Management

- Asia Fund Management                19           19               19



Asia Development Costs               (15)         (15)             (15)

Egg                                   63           63               61

Other                               (193)        (215)            (219)



Total Profit Before Tax from       1,144        1,212            1,307
Continuing Operations             
----------------------------      --------     --------      -----------

Note

The IFRS changes include the impact of associated discretionary changes.

                                   APPENDIX B

              INTERNATIONAL FINANCIAL REPORTING STANDARDS ("IFRS")


-    Prudential has today released  selected  financial  information of restated
     2004 results  following the adoption of International  Financial  Reporting
     Standards.

-    The adoption of IFRS has little impact on reported operating results (based
     on longer-term returns).

-    Proforma IFRS basis operating results before shareholder tax of GBP608m for
     the year ended 31 December 2004 compare with operating  results  previously
     published under UK GAAP of GBP623m.

-    The adoption of IFRS gives rise to changed  valuation  bases of derivatives
     and fixed income securities of Jackson National Life ("JNL"). These changes
     are  likely to give  rise to  increased  volatility  in total  profits  and
     shareholders' equity.

-    Notwithstanding this increased volatility,  the Company is of the view that
     the IFRS changes are not  significant  to an  understanding  of the Group's
     financial position.

-    In  addition  to the IFRS  basis  changes  Prudential  has chosen to make a
     discretionary  change  to  the  basis  of  determining  investment  returns
     included in operating profits for fixed income  securities.  This change is
     so as to reflect  longer-term  returns  rather than 5 year averaged  credit
     experience. After making this change, proforma IFRS basis operating profits
     for continuing  operations  for 2004 are GBP699m.  Total IFRS profit before
     shareholder  tax for continuing  operations  (including  actual  investment
     returns) of GBP985m is unaffected by this change.

-    The 2004  Achieved  Profits  basis  ("AP  basis")  results  have  also been
     restated  for the  relevant  IFRS  changes as  described  elsewhere in this
     announcement.

1.   Background

     The European Union ("EU")  requires that all listed European Groups prepare
     their 2005  financial  statements in accordance  with EU approved IFRS. The
     IFRS basis of reporting replaces UK GAAP.

     The IFRS changes of themselves are not significant to an  understanding  of
     the Group's financial position.

     The  Financial  Review  section of  Prudential's  2004  Annual  Report gave
     extensive  explanation of the likely  changes,  which are confirmed in this
     announcement. The principal effect of the IFRS changes is that the reported
     impact of JNL's hedging strategy and the financial  position of the Group's
     UK defined benefit pension schemes are brought more into focus.

2.   Key Results

     Detailed notes on the basis of preparation and main features of the changes
     follow in sections 3 and 4 of this  announcement.  Also  included with this
     announcement are schedules of selected financial information  (Schedules B1
     to B6) which  provide  summary  details of the IFRS and  restated  AP basis
     results.

     The changed basis of reporting also includes a discretionary  change to the
     presentation  of  investment  returns  for the Group's  shareholder  backed
     non-participating  business that is unrelated to IFRS. The IFRS changes and
     the discretionary  change give rise to the following summary impact on full
     year 2004 IFRS and AP basis  results and  shareholders'  funds at 1 January
     2005.




IFRS Basis Results                        Discretionary    Required
                                             change for      change                 Change
                             Previously     longer-term          to                     to
                            published*1      investment   statutory   Statutory   proforma   Proforma
                              (UK GAAP)         returns        IFRS      IFRS*2       IFRS     IFRS*2
Year ended 31 December             GBPm            GBPm        GBPm        GBPm       GBPm       GBPm
2004                             
------------------------         --------        --------      ------     -------     ------    -------
                                                                                 
                                                                                               
Operating profit based on
longer-term investment
returns, before
amortisation of goodwill
and shareholder tax of
continuing operations:

     JNL                            196             100           0         296          -        296

     Other operations               427              (9)         (6)        412         (9)       403

---- ----------------------      --------        --------      ------     -------     ------    -------
     Total                          623              91          (6)*3      708         (9)*3     699
                                                                                              
===  ======================      ========        ========      ======     =======     ======    =======

Representing:
                                                                          -------     ------    -------

     IFRS basis results                                                     617         (9)       608
     before discretionary
     change for longer-term
     investment returns

     Effect of                                                               91          -         91
     discretionary change                                                 -------     ------    -------
     of policy for
     longer-term investment
     returns

     IFRS basis results                                                     708         (9)       699
     after discretionary
     change for longer-term
     investment returns

==== ======================      ========        ========      ======     =======     ======    =======



Total profit, including             758               -          92         850        135        985
actual investment return,
before shareholders' tax of
continuing operations

==== ======================      ========        ========      ======     =======     ======    =======


Shareholders' Equity
(capital and reserves)

       - As at 31                4,281               -         209       4,490        261      4,751
         December 2004

       - Transition
         adjustment                  -               -         236         236       (261)       (25)
         following full
         application of IAS
         32, IAS 39 and
         IFRS 4

       - As at 1 January         4,281               -         445       4,726          -      4,726
         2005

==== ======================      ========        ========      ======     =======     ======    =======









Achieved Profits ("AP") Basis Results                 Discretionary
---------------------------------------                  change for
                                                        longer-term
                                         Previously      investment     IFRS
                                        published*1         returns   change   Restated
Year ended 31 December 2004                    GBPm            GBPm     GBPm       GBPm
-------------------------------              --------      ----------  -------    -------
                                                                             
                                                                                               

Group AP operating profit, based on           1,144             101       (6)     1,239
longer-term investment returns, before
tax of continuing operations
-------------------------------              --------      ----------  -------    -------

Total Group AP profit, including actual       1,629               -       85      1,714
investment returns, before tax of
continuing operations
-------------------------------              --------      ----------  -------    -------

Group AP Shareholders' Equity
    - As at 31 December 2004                  8,596               -      166      8,762
                                              
    - Transition adjustment
      following application of IAS39              -                      (25)       (25)
      and IFRS4

    - As at 1 January 2005
                                              8,596                      141      8,737

-------------------------------              --------      ----------  -------    -------



*1   Figures shown as 'previously published' relate to continuing operations and
     exclude amounts attached to discontinued activities,  including Egg's Funds
     Direct operations.

*2   See notes a to d of section  3.1 for basis of  preparation  and  context of
     references to 'statutory' and 'proforma' bases of presentation.

*3   Total  changes  arising  from IFRS shown above give rise to a reduction  of
     GBP15m in operating profit - as referred to in the overview press release.

The statutory IFRS basis financial information included within this announcement
establishes the results  attributable to shareholders,  on the basis of selected
financial  information,  to be included in the Group's  interim 2005 results and
its first annual  financial  statements for the year ended 31 December 2005. Due
to the continuing work of the  International  Accounting  Standards Board (IASB)
and possible amendments to the interpretative  guidance,  the Group's accounting
policies,  and consequently the information  presented,  may change prior to the
publication  of the first IFRS  results  in July 2005  and/or the 2005 full year
results to be published in mid March 2006.

Additional  details  on the  basis  of  preparation,  of the  Group's  principal
accounting policies, and supplementary results schedules are to be included on 2
June 2005 on the Group's website (www.prudential.co.uk) with the details of this
announcement.

3.   IFRS basis results

     1.   Summary



                                      Discretionary
                                         change for    Required
                                        longer-term      change
                         Previously      investment          to   Statutory   Change to   Proforma
                        published*1         returns   statutory      IFRS*2    proforma     IFRS*2
                          (UK GAAP)        (note b)        IFRS    (note a)        IFRS   (note a)
Year ended 31 December         GBPm            GBPm        GBPm        GBPm        GBPm       GBPm
2004                         
--------------------         --------        --------      ------      ------     -------    -------
                                                                              
                                                                                               
                                                                                             
Operating profit based
on longer-term
investment returns,
before amortisation
of goodwill and
shareholder tax of
continuing
operations (note c)

     JNL                        196             100           0         296           0        296

     Other operations           427              (9)         (6)        412          (9)       403

---- ------------------      --------        --------      ------      ------     -------    -------
     Total - see                623              91          (6)        708          (9)       699
     section 3.2
==== ==================      ========        ========      ======      ======     =======    =======

Representing:
                                                                       ------     -------    -------

     IFRS basis results                                                 617          (9)       608
     before
     discretionary
     change for
     longer-term
     investment
     returns

     Effect of                                                           91           -         91
     discretionary                                                     ------     -------    -------
     change of policy
     for longer-term
     investment returns
     (note b)

     IFRS basis results                                                 708          (9)       699
     after
     discretionary
     change for
     longer-term
     investment
     returns

==== ==================      ========        ========      ======      ======     =======    =======

Total profit, including         758               -          92         850         135        985
actual investment
return, before
shareholders' tax of
continuing operations
(note c) - see section
3.3

==== ==================      ========        ========      ======      ======     =======    =======

Shareholders' Equity
(capital and reserves)
- See section 3.4
       - As at 31
         December             4,281               -         209       4,490         261      4,751
         2004

       - Transition
         Adjustment               -               -         236         236        (261)       (25)
         following full
         application of
         IAS 39 and
         IFRS 4

       - As at 1
         January 2005         4,281               -         445       4,726           -      4,726

==== ==================      ========        ========      ======      ======     =======    =======



*1   Figures shown as 'previously published' relate to continuing operations and
     exclude amounts attached to discontinued activities,  including Egg's Funds
     Direct operations.

*2   See notes a to d of section  3.1 for basis of  preparation  and  context of
     references to 'statutory and proforma bases of presentation'.

         Notes on IFRS basis results

     a.   Statutory and Proforma IFRS basis results

          The  "statutory  IFRS" basis  results  included  in this  announcement
          reflect the accounting policies adopted by the Group as at 1st January
          2004 but are not presented,  and are not intended to be, in the format
          required  for IFRS  financial  statements  for  interim  or full  year
          reporting.

          References  in the table above and  throughout  this  announcement  to
          'Statutory  IFRS' reflect the Group's  adoption of all IFRS  standards
          other than IAS 32, IAS 39 and IFRS 4, for the 2004 comparative results
          to  be  included  in  the  Group's  2005  statutory   basis  financial
          statements,   in  so  far  as  they  affect  the  selected   financial
          information included in this announcement.  For the avoidance of doubt
          the statutory  IFRS results do not  represent the Company's  statutory
          accounts, nor have they been extracted from statutory IFRS accounts.

          In recognition of the  difficulties  in IFRS for the banking sector in
          retrospectively applying IAS32 and IAS39 on financial instruments, the
          IASB has permitted  application  of these  standards  from 1st January
          2005.  This is also  permitted for IFRS4 on insurance  contracts.  For
          Prudential, application of IAS32 and IAS39 for its banking subsidiary,
          Egg plc,  for 2004  would  have  given  rise to  results  that are not
          representative   of  the  approach  it  intends  to  apply  for  hedge
          accounting  from 1st January 2005.  The Group has therefore  chosen to
          utilise  the IFRS 1 option to adopt these  standards  from 1st January
          2005.

          However, the application of IAS32 and IAS39 for Prudential's insurance
          operations,  particularly  JNL, has a material impact on IFRS reported
          results. The importance of providing information that is indicative of
          the basis of reporting to be applied for 2005 for these  operations is
          recognised,  and the Group has therefore  chosen to present  "Proforma
          IFRS" basis  results for 2004.  These  results  reflect the  estimated
          impact of the application of those three additional  standards,  which
          will be adopted from 1st January  2005,  to the results of the Group's
          insurance  operations,  as though they had been adopted at 1st January
          2004.

          The main  additional  changes  included  in the  proforma  information
          relate  to  the  valuation  of  JNL's  fixed  income   securities  and
          derivatives.  The main purpose of the proforma basis information is to
          provide users of this  financial  information  with results on a basis
          that closely  aligns with that to be applied for 2005,  taking account
          of the Group's chosen approach to application of IAS 39,  particularly
          for JNL.

          Proforma  IFRS basis  results for 2004 will be included  with the 2005
          interim  and  full  year  results  as  additional  information  to the
          statutory  IFRS basis  results to be reported  in the Group's  primary
          statements.  For the  avoidance of doubt,  it is  emphasised  that the
          proforma IFRS results  included in this  announcement do not form part
          of the Group's IFRS basis results for the purpose of  compliance  with
          the relevant accounting requirements on adoption of IFRS.

     (b)  Operating profit based on longer-term investment returns

          References  to  operating  profit,  based  on  longer-term  investment
          returns,  before  shareholders'  tax,  reflect the continuation of the
          Group's approach to providing an analysis of results that demonstrates
          underlying   performance  i.e.  excluding  short-term   volatility  in
          investment  returns.  Profits determined on this basis are provided as
          an  additional  analysis  of the results to be included in the Group's
          income statement and reflect the long-standing  convention  previously
          advocated  for UK insurers by the  Statement of  Recommended  Practice
          issued by the Association of British Insurers.

          In determining the statutory and proforma IFRS basis operating results
          based on longer-term investment returns included in this announcement,
          the basis of determining the longer-term  investment  returns has been
          refined.  Previously  for  fixed  income  securities  of JNL and other
          non-participating  shareholder  backed  businesses  of the Group,  the
          basis for determining longer-term returns was estimated by recognising
          realised gains and losses on a five-year  averaged  basis.  For future
          reporting  under IFRS and  restated  2004 IFRS basis  results this has
          been replaced with a combination of an annualised charge for long-term
          expected  default  experience  and  amortisation  of interest  related
          realised gains and losses to the period when the sold securities would
          have otherwise matured.

          The change more closely reflects the longer-term  nature of the credit
          cycle and refines the impact of  realisations  that are  unrelated  to
          defaults and impairments. Prudential believes that the presentation of
          operating  profits  based on  longer-term  investment  returns  better
          reflects the Group's underlying performance.

     (c)  Basis of presentation of tax charge

          References to operating profit and total profit before shareholder tax
          reflect the continued  presentation  as additional  information of tax
          attributable to with-profits funds and unit linked  policyholders as a
          charge deducted in the determination of  pre-shareholder  tax results.
          In   determining   the   allocation  of  tax  charges   between  those
          attributable  to with-profits  funds,  unit-linked  policyholders  and
          shareholders,   a   methodology   consistent   with  that   previously
          appropriate  under UK GAAP (modified  statutory  basis)  reporting has
          been applied.

          Technically  under  IFRS,  which does not  recognise  the  distinction
          between taxes  attributable  to these  different  participants,  total
          formal  IFRS  pre-tax  profit is required to be recorded in the income
          statement  before  deduction of all taxes. In determining such pre-tax
          profits,  transfers to and from  unallocated  surplus of  with-profits
          funds are  taken  into  account.  These  transfers  are  themselves  a
          function  of the tax borne by  with-profits  funds.  The total  profit
          before tax on an IFRS  basis is not  representative  of profit  before
          taxes attributable to shareholders.

          In  order  to  provide  pre-tax  results  that  are  relevant  from  a
          shareholder  perspective,  the Group has elected to provide additional
          analysis in its financial statements of the profits before shareholder
          tax, but after  deduction of  policyholder  tax. All results  shown in
          this announcement are presented on this basis.

     (d)  Accounting policies

          The  focus  of this  announcement  is the  impact  of the  changes  in
          accounting  policies as they affect the results before shareholder tax
          and as they affect  shareholders' funds. The full set of IFRS policies
          that will be  implemented  for the Group's 2005  financial  statements
          will incorporate  changes from those previously applied under UK GAAP.
          These will  include  policies  covering  the  balance  sheet  changes,
          incorporating   the  inclusion  of  assets  and  liabilities  such  as
          investments,  goodwill  and  non-recourse  borrowings  of  investment,
          property and venture fund subsidiaries that have hitherto not required
          consolidation.  These  subsidiaries  are primarily  investments of the
          Prudential  Assurance Company ("PAC") with-profits fund, US investment
          fund, and other special purpose vehicles.

1.   Changes  to  IFRS  operating  results,  based  on  longer-term  investment
     returns, for continuing operations

     A  summary  of the  changes  to  operating  profit,  based  on  longer-term
     investment returns,  before shareholder tax for continuing operations is as
     follows:



                                      Discretionary    Required
                                         change for      change
                                        longer-term          to               Change to
                         Previously      investment   statutory   Statutory    Proforma   Proforma
                        Published*1         returns        IFRS      IFRS*2        IFRS     IFRS*2
                               GBPm            GBPm        GBPm        GBPm        GBPm       GBPm
---- ------------------      --------        --------      ------     -------     -------    -------
                                                                             
                                                                                               

UK and Europe
operations

     Insurance                  305               0           0         305          (9)       296
     operations (note
     a)

     M&G (note b)               136               0           0         136         N/A        136

     Egg (note c)                63               0          (2)         61         N/A         61
---- ------------------      --------        --------      ------     -------     -------    -------

                Total           504               0          (2)        502          (9)       493
---- ------------------      --------        --------      ------     -------     -------    -------

US operations

     JNL (note d)               196             100           0         296           0        296

     Broker dealer and          (14)              0           0         (14)        N/A        (14)
     fund management         
---- ------------------      --------        --------      ------     -------     -------    -------

                Total           182             100           0         282           0        282
---- ------------------      --------        --------      ------     -------     -------    -------

Asian operations (note e)

     Long-term                  126              (9)          0         117           0        117
     business

     Fund Management             19               0           0          19         N/A         19

     Development                (15)              0           0         (15)        N/A        (15)
     Expenses                
---- ------------------      --------        --------      ------     -------     -------    -------

                Total           130              (9)          0         121           0        121
---- ------------------      --------        --------      ------     -------     -------    -------

Other income and
expenditure

     Interest payable          (154)              0           0        (154)        N/A       (154)
     on core structural
     borrowings

     Other (note f)             (39)              0          (4)        (43)        N/A        (43)
---- ------------------      --------        --------      ------     -------     -------    -------

                Total          (193)              0          (4)       (197)          0       (197)
---- ------------------      --------        --------      ------     -------     -------    -------

                Total           623              91          (6)        708          (9)       699

   ====================      ========        ========      ======     =======     =======    =======

Representing:
                                                                      -------     -------    -------

     IFRS basis results                                                 617          (9)       608
     before
     discretionary
     change for
     longer-term
     investment
     returns

     Effect of                                                           91           0         91
     discretionary                                                    -------     -------    -------
     change of policy
     for longer-term
     investment
     returns

     IFRS basis results                                                 708          (9)       699
     after
     discretionary
     change for
     longer-term
     investment
     returns

==== ==================      ========        ========      ======     =======     =======    =======


N/A:  not  applicable  -  proforma  basis  changes  are  confined  to  insurance
operations

*1   Figures shown as 'previously published' relate to continuing operations and
     exclude amounts attached to discontinued activities,  including Egg's Funds
     Direct operations.

*2   See notes a to d of section  3.1 for basis of  preparation  and  context of
     references to 'statutory and proforma bases of presentation'.

Notes on changes to operating results,  based on longer-term investment returns,
of continuing operations.

(a)  UK and Europe Insurance operations

     The proforma IFRS basis result of GBP296m  incorporates a GBP(9)m change on
     applying IAS39 and IFRS4 to those unit-linked contracts that are classified
     as  investment   contracts  under  IFRS  4.  Under  the  changed  basis  of
     classification:

               #    -Sterling reserves are no longer recognised.

               #    - Acquisition  costs that are  deferrable  are restricted to
                    incremental costs.

               #    -  Deferrable   acquisition  costs,  front-end  charges  and
                    actuarial   funding  are  amortised  in  line  with  service
                    provision.

                    For  all  other   insurance   contracts  of  UK  and  Europe
                    operations   the  basis  of   measurement   of  assets   and
                    liabilities continues to be as applied under UK GAAP.

               (b)  M&G

                    For M&G, the zero change  reflects the  application of IAS19
                    for the M&G  pension  scheme  (GBP(1)m)  offset  by  altered
                    measurement of acquisition  costs and front-end  charges for
                    external investment management business (GBP1m).

               (c)  Egg

                    Operating  profit, as previously  published,  shown above of
                    GBP63m is shown  after  adjusting  for the  losses of GBP20m
                    attaching to the now discontinued Funds Direct business.

                    The statutory IFRS changes to the 2004  comparative  results
                    for Egg reflect  only those  adjustments  arising  from IFRS
                    standards  other than from  IAS32 and IAS39.  GBP(3)m of the
                    change of GBP(2)m  arises from the  application  of IFRS2 to
                    share based payment in respect of shares in Egg plc.

                    Consistent with the approach of many other banks,  IAS32 and
                    IAS39  will be  applied  for the first  time as at 1 January
                    2005. Prospectively,  wholesale assets will be classified as
                    Available-for-Sale  under  IAS39 and held at fair value with
                    unrealised  gains and losses  reflected  directly in equity.
                    Liabilities  will be  measured  at  amortised  cost  with no
                    effect  compared to UK GAAP,  except  where  set-up fees had
                    been   previously   expensed  but  will,   under  IFRS,   be
                    capitalised and amortised.

                    Derivatives  will be the only  products for which changes in
                    fair value will  affect the total  result for the  reporting
                    period.  However,  for interest rate swaps that economically
                    hedge fixed rate  personal  loans,  by matching them against
                    the variable  rate savings  book,  Egg will apply  portfolio
                    cash flow hedge accounting under IAS39.  Changes in the fair
                    value of these hedges will be recorded directly in equity in
                    the balance sheet and not the income statement.

               (d)  JNL

                    The  discretionary  change to reflect the  altered  basis of
                    recognition of longer-term investment return is unrelated to
                    the requirements of IFRS. The change  primarily  affects the
                    operating result of JNL as follows:


        Previously published basis:                                         GBPm
        ------------------------------------------                      --------

        Averaged losses on fixed income securities                        (102)


        Statutory and proforma IFRS                                         GBPm
        ------------------------------------------                      --------
                                                                        

        Longer-term default assumption                                     (47)

        Amortisation of interest related realised gains and losses          45
        ------------------------------------------                      --------
                                                                       
                                                                            (2)
        ============================================                    ========



        Net Change                                                          GBPm
        ------------------------------------------                      --------



        Gross change                                                       110

        Change to related amortisation of acquisition costs                (10)
        ------------------------------------------                      --------

                                                                           100
        ============================================                    ========

          The change of GBP100m reflects the replacement of the 5 year averaging
          of the exceptional  default losses experienced in 2001 and 2002 with a
          default assumption that reflects  longer-term  expectations,  based on
          historical  precedent.  The  longer-term  default  provision  has been
          calibrated on a basis  consistent  with  published  rating agency risk
          margin  analyses and is reflective of the credit quality of individual
          investments held in the JNL portfolio.

          There are no significant  changes to JNL's operating  results for IFRS
          changes.  The accounting  basis applied  previously to JNL's contracts
          aligns very closely to that required under IFRS.

     (e)  Asian Operations

          With the  exception of the altered  basis of  determining  longer-term
          returns,  there is no change to operating profit for Asian operations.
          Virtually  all  insurance  contracts of the Group's  Asian  Operations
          continue  to be  accounted  for under UK GAAP as they are  technically
          classified as insurance rather than investment contracts under IFRS4.

     (f)  Other income and expenditure

          The  change of GBP(4)m comprises:

                                                                            GBPm
         -------------------------------------------                  ---------


        Shareholders' share of pension costs not allocated to business      (3)
        operations


        In respect of share based payments                                  (1)

        -------------------------------------------                   ---------

                                                                            (4)

         -------------------------------------------                  ---------


     1. Changes to total IFRS profit before shareholder tax

          A summary of changes to total profit before shareholder tax, including
          actual investment returns, of continuing operations is as follows:




                                              Discretionary    Required
                                                 change for      change
                                 Previously     longer-term          to               Change to
                                published*1      investment   statutory   Statutory    Proforma   Proforma
                                  (UK GAAP)         returns        IFRS      IFRS*2        IFRS     IFRS*2
                                       GBPm            GBPm        GBPm        GBPm        GBPm       GBPm
        ---- ------------------      --------        --------      ------     -------     -------    -------
                                                                                     

        Operating profit, based         623              91          (6)        708          (9)       699
        on longer-term
        investment returns,
        before shareholder
        tax

        Representing:
                                                                              -------       -------  -------

             IFRS basis results                                                 617            (9)     608
             before
             discretionary
             change for
             longer-term
             investment
             returns

             Effect of                                                           91             -       91
             discretionary                                                    -------       -------  -------
             change of policy
             for longer-term
             investment
             returns

             IFRS basis results                                                 708            (9)     699
             after
             discretionary
             change for
             longer-term
             investment
             returns



        Amortisation of                 (94)              -          94           -           -          -
        goodwill (note a)



        Short-term fluctuations         229             (91)         11         149         144        293
        in investment returns
        (note b)



        Shareholders' share of            -               -          (7)         (7)          -         (7)
        actuarial gains and
        losses on defined
        benefit pension schemes
        (note c)

        ---- ------------------      --------        --------      ------     -------     -------    -------

        Total profit including          758               -          92         850         135        985
        actual investment            
        returns, before
        shareholder tax of
        continuing operations
        ====================         ========        ========      ======     =======     =======    =======



*1   Figures shown as 'previously published' relate to continuing operations and
     exclude amounts attached to discontinued activities,  including Egg's Funds
     Direct operations

*2   See notes a to d of section  3.1 for basis of  preparation  and  context of
     references to 'statutory and proforma bases of presentation'.

     Notes on changes  to total  profit  before  shareholder  tax of  continuing
     operations

(a)  Amortisation of goodwill

     Subject to annual impairment testing, goodwill is not amortised under IFRS.

(b)  Short-term fluctuations in investment returns

     The  discretionary  change  of  GBP(91)m  reflects  the  revised  basis  of
     determining  longer-term returns, as discussed in section 3.1 (note b). The
     GBP11m change to statutory IFRS  principally  reflects the share of profits
     of  property  and venture  fund  investment  subsidiaries,  held by the PAC
     with-profits fund, that are attributable to minority interests.

     The GBP144m  change to proforma  IFRS arises from the market  valuation  of
     derivatives used for economic hedging purposes by JNL. Previously, under UK
     GAAP, the fixed income securities of JNL were,  unless impaired,  accounted
     for at amortised cost with derivatives  similarly treated. In applying IFRS
     the  Group  will   account  for  JNL's  fixed  income   securities   on  an
     'Available-for-Sale'   basis  whereby  the  fixed  income   securities  are
     accounted for at fair value with unrealised gains and losses being recorded
     directly in equity  rather than the income  statement.  In this respect the
     treatment is as applied by many US insurers under US GAAP.  Value movements
     for JNL's  derivatives  will,  however,  be booked in the income  statement
     under IFRS from 1 January 2005 when the Group adopts IAS 32 and IAS 39.

     The Group will not generally  seek to hedge  account for JNL's  derivatives
     under IAS 39 i.e. it will not attempt to match up value movements on hedged
     assets,  with  the  value  movements  in the  derivatives,  in  the  income
     statement.

(c)  Shareholders'  share of  actuarial  gains  and  losses on  defined  benefit
     pension schemes

     The  actuarial   gains  and  losses   comprise  the  effect  of  short-term
     fluctuations  in  investment  returns on scheme  assets,  and the effect of
     changes  in  actuarial  assumptions,  after  deduction  of  the  proportion
     absorbed by the PAC with-profits  fund. Due to IFRS  requirements,  as they
     apply to the share of actuarial  gains and losses  absorbed by with-profits
     funds,  the Group's  policy is to record all actuarial  gains and losses in
     the income statement.

2.   Changes to IFRS shareholders' equity (capital and reserves)

     A summary of  changes to  shareholders'  equity at 31  December  2004 is as
     follows:

                                                                            GBPm
        -----------------------------------------------                 --------

        Previously published under UK GAAP                               4,281

        Changes to statutory IFRS
                                                                        --------
                -Timing difference on recognition of accrued final      
                 dividend (note a)                                         253

                -Shareholders' share of deficits (net of tax) of UK
                 defined benefit pension schemes (note b)                 (115)

                -Goodwill (note c)
                                                                            94
                -Other items (note d)
                                                                           (23)
                                                                        --------

                                                                           209
        -----------------------------------------------                 --------

        Statutory IFRS basis shareholders' funds at 31 December 2004*    4,490

        Changes to Proforma IFRS i.e. applying IAS 39 and IFRS 4 on
        basis consistent with that to be applied prospectively for      
        insurance operations

                -Valuation changes to fixed income securities and       --------
                 derivatives (net of related changes to                    273
                 deferred acquisition costs and deferred tax) of US
                 operations (note e)
                -UK and Europe insurance operations                        (12)
                                                                           
                                                                        --------

                                                                           261
        -----------------------------------------------                 --------

        Proforma IFRS basis at 31 December 2004*                         4,751
                                                         
        ===============================================                 ========

            * See notes a to d of section 3.1 for basis of preparation and
            context of references to 'statutory and proforma bases of
            presentation'.

            On formal adoption of IAS32, IAS39 and IFRS4 at 1 January 2005 for
            the Group's insurance and other operations, the Group's IFRS basis
            results will incorporate a transitional adjustment to shareholders'
            equity. The changes are as follows:

                                             Previously   Statutory   Proforma
                                              published       IFRS*      IFRS*
                                                   GBPm        GBPm       GBPm
        --- --------------------------------     --------    --------    -------

        Shareholders' equity at 31 December       4,281       4,490      4,751
        2004

        Transition adjustments

            Insurance operations                    N/A         261        N/A
        --- --------------------------------     --------    --------    -------

                                                    N/A       4,751      4,751

            Banking and other non-insurance         N/A         (25)       (25)
            operations

        --- --------------------------------     --------    --------    -------



        Shareholders' equity at 1 January         4,281       4,726      4,726
        2005

        === ================================     ========    ========    =======

          * See notes a to d of section 3.1 for basis of preparation and context
          of references to 'statutory and proforma bases of presentation'.

          Notes on changes to shareholders' equity (capital and reserves)

     (a)  Timing difference on recognition of accrued final dividend

          Under IFRS  dividends  declared  after the  balance  sheet date of the
          reporting period are recognised for accounting  purposes in the period
          of declaration.

     (b)  Shareholders'  share of  deficits  (net of tax) of UK defined  benefit
          pensions schemes

          Under IAS 19 provision  for pension  scheme  deficits is required on a
          basis  similar to that  previously  shown in the 2004 Annual Report as
          memorandum  disclosure  under  FRS 17.  The  deficits  of the  schemes
          reflect the  difference  between the market value of the assets of the
          schemes and projected  liabilities for future cash flows discounted at
          an AA  graded  corporate  bond  rate.  The  total  deficits  have been
          apportioned,  on a basis that  reflects the activity of the members of
          the  schemes,  between  the PAC  with-profits  fund and  shareholders'
          funds. After deduction of attaching deferred tax, the net effect is to
          reduce  the  unallocated  surplus of the PAC  with-profits  fund at 31
          December 2004 by GBP472m. Shareholders' funds are reduced by GBP115m.

     (c)  Goodwill

          The  charge  for  goodwill  reflects  the  fact,   subject  to  annual
          impairment  testing,  that goodwill is not amortised  from the date of
          adoption of IFRS.

     (d)  Other items

          Of the deduction of GBP23m,  GBP27m relates to Prudential shares owned
          by unit trusts that are  consolidated  under  IFRS.  These  shares are
          accounted for as Treasury shares and hence deducted from shareholders'
          equity rather than being recorded as assets.

     (e)  Valuation changes to fixed income securities and derivatives of JNL.

          Note (b) of section 3.3 above describes the altered basis of valuation
          of JNL's fixed income  securities  and  derivatives.  After  partially
          offsetting  'shadow'  accounting  changes,  in the  balance  sheet and
          shareholder reserves, for deferred acquisition costs (DAC) and related
          deferred tax, the altered valuation basis gives rise to an increase in
          shareholders'  equity of GBP273m.  The uplift  reflects the difference
          between  fair value (as  applied  under IFRS) and  amortised  cost (as
          applied under UK GAAP unless securities are impaired). The movement in
          this unrealised  appreciation from period to period primarily reflects
          the impact of changes of market  interest  rates and risk premium.  In
          future,  IFRS  shareholders'  funds are likely to be more volatile for
          this feature.

4.   AP basis results

     4.1 Summary

     The  changes  applied  on  adoption  of  IFRS,  primarily  for the  Group's
     non-insurance  operations,  have consequential effects on the Group results
     reported  on the  Achieved  Profit  (AP)  basis.  However,  the AP value of
     in-force long-term business,  which reflects the discounted value of future
     cash flows,  is unaffected.  The Group will apply the AP basis of reporting
     for the final time for interim reporting for 2005. Full year  supplementary
     reporting for 2005 will be on the EEV basis.

     The summary  impact on full year 2004 AP basis  results  and  shareholders'
     funds at 1st January 2005 is as follows:



                                             Discretionary
                                                 change for
                                                   longer-
                                Previously  term investment   IFRS   Restated
                                published*         returns   change   (note a)
   Year ended 31 December             GBPm            GBPm     GBPm       GBPm
   2004                              
   ----------------------------      -------     -----------   ------    -------
                                                                  

   Group Achieved Profit basis       1,144             101       (6)     1,239
   operating profit, based on
   longer-term investment
   returns, before tax of
   continuing operations (note
   b) - see section 4.2

   ----------------------------      -------     -----------   ------    -------

   Total Group Achieved Profit       1,629               -       85      1,714
   basis profit, including
   actual investment returns,
   before tax of continuing
   operations - see section
   4.3

   ----------------------------      -------     -----------   ------    -------

   Group Achieved Profit basis
   Shareholders' Equity - see
   section 4.4
        -As at 31 December
         2004                        8,596               -      166      8,762

        -Transition
         adjustment                      -                      (25)       (25)

        -As at 1 January
         2005 following              8,596                      141      8,737
         application of IAS 39
         and IFRS 4

   ----------------------------      -------     -----------   ------    -------


     *    Figures  shown  as   'previously   published'   relate  to  continuing
          operations and exclude amounts  attached to  discontinued  activities,
          including Egg's Funds Direct operations

          Notes on restated AP basis results

     (a)  Basis of restatement

          The changes shown above reflect the application of:

          i.   The discretionary change to determination of longer-term returns
               included in operating profit, (see note (b) below) and;

          ii.  Statutory   IFRS  basis  changes  for  the  Group's  other  than
               long-term  business  operations,  (i.e. IFRS changes arising from
               the adoption of all standards  other than IAS 32, IAS 39 and IFRS
               4).

          iii. An  additional,  consequential,  change in  respect of UK defined
               benefit pension schemes for the shareholders' interest in the PAC
               with-profits fund. (see note (c)).

     (b)  Operating profit based on longer-term investment returns

          As for statutory (IFRS) basis results,  it is the Group's intention to
          continue  with the  approach of  providing  an analysis of the results
          that demonstrates  underlying  performance,  i.e. excluding short-term
          volatility  in  investment  returns.  As for  statutory  (IFRS)  basis
          results, the basis of determining longer-term returns has been revised
          - see 4.2 below.

     (c)  Additional change in respect of UK defined benefit pensions schemes

          Item (iii) in  respect of the  provision  for  deficits  of UK defined
          benefit pension  schemes  reflects the AP basis  methodology,  whereby
          shareholders' equity has, in addition to the IFRS deficit attributable
          to  shareholder  backed  operations  (as for  statutory  basis  (IFRS)
          results),  been  adjusted  to reflect  the  shareholders'  10 per cent
          interest in the IAS19 basis deficit attributed to the PAC with-profits
          fund.  The latter item reflects the  shareholders'  interest on the AP
          basis  consistent  with the basis of  distribution of surplus from the
          fund.

2.   Changes to AP basis  operating  results,  based on longer-term  investment
     returns

     A summary of the changes to AP basis operating profit, based on longer-term
     investment returns, before shareholder tax from continuing operations is as
     follows:



                                        
                                          
Year ended 31 December                    
2004                                    Discretionary
AP basis operating                          change to
results,                                  longer-term
based on longer-term       Previously      investment
investment returns         published*         returns   IFRS changes   Restated
before shareholder tax           GBPm            GBPm           GBPm       GBPm
-----------------------        --------      ----------       --------  ---------
                                                                    


UK and Europe Insurance           450                              0        450
Operations



M&G (note a)                      136                              0        136



Egg (Note b)                       63                             (2)        61

---- ---------------------     --------      ----------       --------  ---------

Total                             649                             (2)       647



US Operations (note c)            303             110              0        413



Prudential Corporation            385              (9)             0        377
Asia (note c)



Other income & expenditure       (193)                            (4)      (197)
(noted d)

---- ---------------------     --------      ----------       --------  ---------



Group Total                     1,144             101             (6)     1,239

==== =====================     ========      ==========       ========  =========


*    Figures shown as 'previously published' relate to continuing operations and
     exclude amounts attached to discontinued activities,  including Egg's Funds
     Direct operations

     Notes on changes to AP basis operating  profit,  based on longer-term  term
     investment returns of continuing operations

     (a)  M&G

          As described in section 3.2 (note (b)) the changes for M&G reflect the
          application  of  IAS  19  for  the  M&G  pension  scheme  and  altered
          measurement  of  acquisition  costs and front end charges for external
          investment management business.

     (b)  Egg

          As  described  in section  3.2  (note(c))  the  changes  reflect  only
          adjustments  needed that arise from IFRS  standards  other than IAS 32
          and IAS 39.

     (c)  US and Asian Operations

          As  described  in section 3.2 (notes (d) and (e)) the change  reflects
          the altered basis of longer-term investment returns. For US Operations
          the change on AP basis excludes the related change to  amortisation of
          deferred acquisition cost (DAC) reflected for IFRS, as DAC is not part
          of the AP methodology.

     (d)  Other income and expenditure

          As described in section 3.2, (note (f)), the change of GBP(4)m relates
          to stock based compensation and pension costs.

          4.3  Changes  to total AP basis  profit  before tax  including  actual
          investment returns, of continuing operations

                                            Discretionary
                                               change for
                                                  longer-
                               Previously  term investment     IFRS
  Total AP basis               published*         returns   changes   Restated
  Profit before shareholder          GBPm            GBPm      GBPm       GBPm
  tax                              
  -------------------------        --------     -----------  --------    -------

  Operating profit, based on        1,144             101        (6)     1,239
  longer-term investment
  returns, before tax of
  continuing operations



  Amortisation of goodwill            (94)              -        94          -
  (note a)



  Short-term fluctuations in          679            (101)        9        587
  investment returns (note b)



  Shareholders' share of                -               -       (12)       (12)
  actuarial gains and losses
  on defined benefit pension
  schemes



  Effect of changes in               (100)              -                 (100)
  economic assumptions

  ---- -----------------------     --------     -----------  --------    -------



  Total profit, including           1,629               -        85      1,714
  actual investment returns
  before shareholder tax, of
  continuing operations

  ==== =======================     ========     ===========  ========    =======

     *    Figures  shown  as   'previously   published'   relate  to  continuing
          operations and exclude amounts  attached to  discontinued  activities,
          including Egg's Funds Direct operations

          Notes on changes to total AP basis profit before tax, including actual
          investment returns, of continuing operations

     (a)  Amortisation of goodwill

          Subject to annual impairment testing,  goodwill is not amortised under
          IFRS.

          (b)  Short-term fluctuations in investment returns

          The change of GBP(92)m on restatement from GBP679m to GBP587m includes
          GBP(101)m  in  respect  of  the  altered  basis  of   recognition   of
          longer-term returns for JNL and Asian Operations.

          The  changes   reflected  in  the  proforma   statutory  basis  (IFRS)
          short-term fluctuations in investment returns shown in section 3.3 for
          JNL's  derivatives  will not feature in the AP basis  results.  As the
          derivatives are part of the long-term business assets and liabilities,
          which  are  modelled  for cash  flow  projection  purposes,  valuation
          adjustments, which are reported for statutory basis reporting, are not
          relevant for AP basis results.

          4.4  Changes  to total  AP basis  shareholders'  equity  (capital  and
               reserves) at 31 December 2004

               A  summary  of  changes  to AP basis  shareholders'  equity at 31
               December 2004 is as follows:

                                                                          GBPm
        ----                ---------------------------------------- -----------



        AP basis shareholders' equity at 31 December 2004 as             8,596
        previously published



        Changes arising from application of IFRS
                                                                     -----------
                -
                 Timing difference on recognition of accrued final   -----------
                 dividend (note a)                                         253

                -Shareholders' share of deficits (net of tax) of
                 UK defined benefit pension schemes

             - Statutory (IFRS) basis                                     (115)

             - Additional change for shareholders' 10% interest on         (47)
             the AP basis,
             in the deficit attributable to the PAC with-profits
             fund (note b)
                -Goodwill (note c)
                                                                            94
                -Other Items
                                                                           (19)
                                                                     -----------

                                                                           166
        ----                ---------------------------------------- -----------



             AP basis shareholders' equity at 31 December 2004 after     8,762
             IFRS change

        ====                ======================================== ===========

        Impact of adoption of IAS 32 and IAS 39 on AP basis shareholders' equity
        at 31 December 2004

        On formal adoption of IAS 32 and IAS 39 at 1 January 2005, the Group's
        AP basis results will incorporate a transitional adjustment to
        shareholders' equity. The changes are as follows:

                                                 Previously
                                                  published   Restated
                                                       GBPm       GBPm
-----------------------------------               ---------- ----------



AP basis Shareholders' equity at 31 December          8,596      8,762
2004



Transition adjustment on adoption of IAS 32 and         N/A        (25)
IAS 39

-----------------------------------               ---------- ----------



AP basis Shareholders equity at 1 January 2005        8,596      8,737

===================================               ========== ==========

     Notes on changes to total AP basis shareholders' equity at 31 December 2004

     (a)  Timing difference on recognition of accrued final dividend

          Under IFRS dividends are  recognised  for  accounting  purposes in the
          period of declaration.

     (b)  Shareholders'  share of  deficits  (net of tax) of UK defined  pension
          schemes

          The additional  deduction for the shareholders'  share of the deficits
          of the Prudential  Staff Pension Scheme and Scottish  Amicable Pension
          Scheme reflect the fact that on the AP basis surpluses held within the
          PAC with-profits  fund are assumed to be distributed over time through
          enhanced  terminal  bonuses  with  shareholders  receiving  10% of the
          surplus for distribution i.e. one-ninth cost of bonus.

     (c)  Goodwill

          Subject to annual impairment testing,  goodwill is not amortised under
          IFRS.

PRUDENTIAL PLC

2004 Restated Results

IFRS AND ACHIEVED PROFITS BASIS RESULTS

PRELIMINARY SELECTED FINANCIAL INFORMATION INCLUDED WITH PRESS RELEASE

IFRS basis results

The IFRS basis  results  shown on schedules  B1 to B3 have been  prepared on two
bases, namely "Statutory IFRS" and "Proforma IFRS".

The "Statutory  IFRS" results reflect those to form the basis of the comparative
results in the Group's half year 2005  consolidated  financial  statements after
adjustment  for  appropriate  presentational  and  format  changes,  and  to  be
accompanied  by additional  disclosures  required by the relevant IFRS standards
and UK listing authority requirements.

For the  avoidance  of doubt  the  "Statutory  IFRS"  results  included  in this
announcement are selected financial information and do not represent the Group's
statutory accounts.

The following points should also be noted:

a.   The preliminary  information has been prepared in accordance with the basis
     of  preparation  set  out  in  this  announcement  rather  than  the  basis
     applicable for a set of formal IFRS financial statements.

b.   The  disclosure  and  presentation  requirements  of formal IFRS  financial
     statements have not been adopted in the preliminary IFRS selected financial
     information.  The  format  of  the  presentation  of  the  results  in  the
     announcement  will  however  be applied  as part of future  IFRS  financial
     statements.

c.   The  preliminary  IFRS  selected  financial  information  does not  include
     details  of  the  Group's  consolidated  cash  flows,  consolidated  income
     statement, or consolidated balance sheet presentation.

d.   In accordance with IFRS1, no adjustments have been made for any changes in
     estimates  made at the time of approval of the previous UK GAAP interim and
     annual financial statements on which the selected financial  information is
     based.

     The "Statutory IFRS" results reflect the application of :

     (i)  Measurement  changes  arising from the adoption of all IFRS standards,
          other than IAS32,  IAS39 and IFRS4,  from 1 January 2004, in so far as
          they  affect  the  selected  financial  information  included  in this
          announcement.

     (ii) Changes  to  the  format  of the  income  statement  for  discontinued
          operations,  and other presentational changes under IFRS, in so far as
          they affect the  presentation  of the selected  financial  information
          included in this announcement, and

     (iii)A  discretionary  change  of  policy  for  the  basis  of  determining
          longer-term investment returns included in operating profits

          The  "Proforma  IFRS"  basis  results are  provided  as  supplementary
          information  and are not results that will form part of the  company's
          financial statements.

          The "Proforma  IFRS" results reflect the application of the "Statutory
          IFRS"  changes  noted  above and the  estimated  effect on the Group's
          results for 2004 if IAS32,  IAS39 and IFRS4 had been  applied from 1st
          January 2004 to the Group's insurance operations.

          The  "Proforma  IFRS"  results for 2004 will be provided as additional
          information  with the Group's  half year 2005  consolidated  financial
          statements.

                                                                      Schedule
                                                                      ----------

        Summary results, supplementary profit measures, and earnings     B1
        per share

        Operating profits, based on longer-term investment returns,
        for continuing operations,
        by business area                                                 B2

        Movement in shareholders' equity (capital and reserves)          B3

Achieved Profits basis results

The restated  Achieved  Profits  basis  results shown on schedules B4 to B6 have
been prepared after applying:

     (i)  Measurement  changes  arising from the adoption of all IFRS standards,
          other than for IAS32, IAS39 and IFRS4, from 1 January 2004.

     (ii) Changes  to  the  format  of the  income  statement  for  discontinued
          operations,  and other presentational changes under IFRS, in so far as
          they  affect  the  selected  financial  information  included  in this
          announcement.

     (iii)A  discretionary  change  of  policy  for  the  basis  of  determining
          longer-term investment returns included in operating profits.

          The Half Year 2005  Achieved  Profits  basis  results will reflect the
          adoption of all IFRS standards, including IAS32, IAS39, and IFRS4.

          These three standards will be adopted at 1 January 2005. The effect on
          the Achieved  Profits basis results of these three  standards  will be
          confined to the Group's non-insurance operations.

    Consolidated summary results and Earnings per Share                 B4

    Operating profits, based on longer-term investment returns, for
    continuing operations by
    business area                                                       B5

    Movement in shareholders' capital and reserves                      B6

Additional details on the basis of preparation and accounting policies applied
are included in a separate section of this announcement.

PRUDENTIAL PLC Schedule B1

2004 Restated Results

IFRS BASIS RESULTS

SUMMARY RESULTS, SUPPLEMENTARY PROFIT MEASURES, AND EARNINGS PER SHARE




                                         PREVIOUSLY
                                         PUBLISHED
                                       UK GAAP basis               STATUTORY IFRS basis           7PROFORMA IFRS basis
                                Half year       Full year       Half year       Full year       Half year    Full year
                                     2004            2004            2004            2004            2004         2004
SUMMARY RESULTS                      GBPm            GBPm            GBPm            GBPm            GBPm         GBPm
------------------------           -------- ---      ------ ---     ------- ---      ------ ---      ------        ---      
                                                                                                  

Long-term business:

    Gross premiums written for      7,526          16,355           7,526          16,355           6,249      14,096
    insurance contracts

------------------------           -------- ---      ------ ---     ------- ---      ------ ---      ------        ---   

Profit from continuing
operations, before tax
attributable to shareholders          307             758             393             850             486         985

Tax attributable to                  (128)           (246)           (138)           (240)           (170)       (290)
shareholders*

------------------------           -------- ---      ------ ---     ------- ---      ------ ---      ------        ---   

Profit from continuing                179             512             255             610             316         695
operations after tax

Discontinued operations, net of       (16)            (94)            (15)            (94)            (15)        (94)
tax


------------------------           -------- ---      ------ ---     ------- ---      ------ ---      ------        ---   

Total profit for the period           163             418             240             516             301         601
------------------------           -------- ---      ------ ---     ------- ---      ------ ---      ------        ---   

Attributable to:

    Equity holders of the             156             428             233             517             294         602
    parent company

    Minority interest                   7             (10)              7              (1)              7          (1)

------------------------           -------- ---      ------ ---     ------- ---      ------ ---      ------        ---   

Total profit for the period           163             418             240             516             301         601
------------------------           -------- ---      ------ ---     ------- ---      ------ ---      ------        ---   

SUPPLEMENTARY PROFIT MEASURES
-------------------------------

Operating profit from
continuing operations, based on
longer-
term investment returns, before       328             623             372             708             373         699
amortisation of goodwill



Amortisation of goodwill              (48)            (94)
------------------------           -------- ---      ------ ---     ------- ---      ------ ---      ------        ---   



Operating profit from
continuing operations, based on
longer-
term investment returns               280             529             372             708             373         699



Short-term fluctuations in             27             229             (27)            149              65         293
investment returns



Shareholders' share of
actuarial gains and losses on
defined
benefit pension schemes                                                48              (7)             48         (7)

------------------------           -------- ---      ------ ---     ------- ---      ------ ---      ------        ---   

Profit from continuing
operations, before tax
attributable
to shareholders                       307             758             393             850             486        985
------------------------           -------- ---      ------ ---     ------- ---      ------ ---      ------        ---   

EARNINGS PER SHARE
--------------------

Continuing operations

From operating profit, based on
longer-term investment
returns, after tax and related
minority interest, before
amortisation of goodwill             10.7   p        20.5   p        12.9   p        24.7   p        13.0   p   24.2   p



Adjustment for amortisation of       (2.3)  p        (4.4)  p
goodwill

Adjustment from post-tax
long-term investment returns
to post-tax actual investment
returns (after related
minority
interest)                            (0.3)  p         7.1   p        (2.8)  p         3.0   p         0.1   p   7.5   p

Adjustment for post-tax
shareholders' share of
actuarial gains
and losses on defined benefit                                         1.6   p        (0.2)  p         1.6   p  (0.2)  p
pension schemes

------------------------           -------- ---      ------ ---     ------- ---      ------ ---      ------        ---   

Based on profit from continuing
operations after minority
interest                              8.1   p        23.2   p        11.7   p        27.5   p        14.7   p   31.5   p
------------------------           -------- ---      ------ ---     ------- ---      ------ ---      ------        ---   

Discontinued
operations

From post-tax profit/
loss from discontinued
operations,
including profits on
disposal and closure
costs, net of tax and
related minority                     (0.6)   p       (3.1)  p        (0.5)  p        (3.1)  p        (0.5)  p   (3.1)  p
interest

------------------------           -------- ---      ------ ---     ------- ---      ------ ---      ------        ---   

Based on total profit                 7.5    p       20.1   p        11.2   p        24.4   p        14.2   p  28.4   p
for the period after     
minority interests
------------------------           -------- ---      ------ ---     ------- ---      ------ ---      ------        ---   

Average number of shares            2,084   **      2,129           2,075            2,121          2,075     2,121
(million)                
------------------------           -------- ---      ------ ---     ------- ---      ------ ---      ------        ---   

Dividend per share ***               5.19    p      15.84   p       10.22   p        14.81   p      10.22   p  14.81   p




     *    Tax  charges  shown   throughout  this   announcement   exclude  taxes
          attributable to  policyholders  which are accounted for as a charge in
          determining pre-shareholder tax results.

          Additional  details on the basis of presentation of the tax charge are
          included within the accounting policies section of this announcement.

     **   The as "previously  published"  average number of shares for half year
          2004 has been  adjusted to reflect  the impact of the rights  issue in
          late 2004.

     ***  In accordance  with the changed  requirements of IFRS the dividend per
          share  figures shown above  reflect  dividends  declared in the period
          rather  than,  as under UK GAAP,  the  period  to which  the  dividend
          relates. The dividend per share for the 2003 final dividend,  declared
          in February  2004,  and the interim  2004  dividend,  declared in July
          2004,  have been  adjusted  to reflect  the bonus  element in the 2004
          rights issue.

PRUDENTIAL PLC Schedule B2

2004 Restated Results

IFRS BASIS RESULTS

OPERATING PROFITS, BASED ON LONGER-TERM INVESTMENT RETURNS, FROM CONTINUING
OPERATIONS





                           PREVIOUSLY PUBLISHED
                                 UK GAAP basis              STATUTORY IFRS basis             PROFORMA IFRS basis
                         Half year       Full year       Half year       Full year       Half year       Full year
                              2004            2004            2004            2004            2004            2004
RESULTS ANALYSIS BY           GBPm            GBPm            GBPm            GBPm            GBPm            GBPm
BUSINESS AREA               
------------------------    -------- ---      ------ ---     ------- ---      ------ ---     ------- ---       -----
                                                                                             

UK and Europe
operations

Insurance operations           152             305             152             305             153             296

M&G                             79             136              79             136              79             136

Egg                             30              63              31              61              31              61
------------------------    -------- ---      ------ ---     ------- ---      ------ ---     ------- ---       -----

Total                          261             504             262             502             263             493
------------------------    -------- ---      ------ ---     ------- ---      ------ ---     ------- ---       -----

US operations

Jackson National Life          106             196             157             296             157             296

Broker dealer and fund          (2)            (14)             (2)            (14)             (2)            (14)
management                  
------------------------    -------- ---      ------ ---     ------- ---      ------ ---     ------- ---       -----

Total                          104             182             155             282             155             282
------------------------    -------- ---      ------ ---     ------- ---      ------ ---     ------- ---       -----

Asian operations

Long-term business              64             126              58             117              58             117

Fund management                 10              19              10              19              10              19

Development costs              (10)            (15)            (10)            (15)            (10)            (15)
------------------------    -------- ---      ------ ---     ------- ---      ------ ---     ------- ---       -----

Total                           64             130              58             121              58             121
------------------------    -------- ---      ------ ---     ------- ---      ------ ---     ------- ---       -----

Other income and
expenditure

Investment return and           16              44              16              44              16              44
other income

Interest payable on core       (74)           (154)            (74)           (154)            (74)           (154)
structural borrowings

Corporate expenditure

         Group Head            (25)            (54)            (25)            (54)            (25)            (54)
         Office

         Asia Regional         (18)            (29)            (18)            (29)            (18)            (29)
         Head Office

Additional IFRS pension          0               0              (2)             (4)             (2)             (4)
and share based payment     
costs not allocated to
business operations
------------------------    -------- ---      ------ ---     ------- ---      ------ ---     ------- ---       -----

Total                         (101)           (193)           (103)           (197)           (103)           (197)
------------------------    -------- ---      ------ ---     ------- ---      ------ ---     ------- ---       -----

Operating profit, based
on longer-term
investment
returns, from continuing       328             623             372             708             373             699
operations                  
------------------------    -------- ---      ------ ---     ------- ---      ------ ---     ------- ---       -----



PRUDENTIAL PLC Schedule B3

2004 Restated Results

IFRS BASIS RESULTS

MOVEMENT IN SHAREHOLDERS' CAPITAL AND RESERVES ATTRIBUTABLE TO SHAREHOLDERS OF
PARENT COMPANY




                             PREVIOUSLY PUBLISHED
                                  UK GAAP basis       STATUTORY IFRS basis     PROFORMA IFRS basis
CONSOLIDATED STATEMENT OF    Half year   Full year   Half year   Full year   Half year   Full year
RECOGNISED INCOME                 2004        2004        2004        2004        2004        2004
AND EXPENSE                       GBPm        GBPm        GBPm        GBPm        GBPm        GBPm
-------------------------       --------      ------    --------      ------     -------      ------
                                                                             

Profit for the period (net         156         428         233         517         294         602
of minority interest)

Items taken directly to
equity:

    Exchange movements             (33)       (173)        (32)       (172)        (37)       (191)

    Value movements on fixed
    income securities
    classified as
    available for sale:

       Gross valuation                                                            (562)       (106)
       movements

       Related change to                                                           265          74
       amortisation of
       acquisition costs

    Related tax                      5          12           5          12         113          23

-------------------------       --------      ------    --------      ------     -------      ------

Total recognised income for
the period (net of
minority
interest)                          128         267         206         357          73         402
-------------------------       --------      ------    --------      ------     -------      ------


RECONCILIATION OF MOVEMENT
ON CONSOLIDATED
SHAREHOLDERS' EQUITY

Total recognised income for
the period (net of minority
interest)

- as above                         128         267         206         357          73         402

Proceeds from rights issue,                  1,021                   1,021                   1,021
net of expenses

Other new share capital             61         119          61         119          61         119
subscribed

Dividends                         (109)       (362)       (214)       (323)       (214)       (323)

Stock based compensation -
fair value adjustment (net
of
related tax)                                                 3          10           3          10

Own shares

    Own shares purchased in
    respect of stock
    compensation
    plans                                       (4)          0          (4)          0          (4)

    Movement on Prudential
    plc shares purchased by
    unit trusts
    newly consolidated under                                 0          14           0          14
    IFRS

-------------------------       --------      ------    --------      ------     -------      ------

Net increase (decrease) in
shareholders' capital and
reserves                            80       1,041          56       1,194         (77)      1,239
-------------------------       --------      ------    --------      ------     -------      ------

Shareholders' capital and
reserves at 1 January 2004

    As previously reported       3,240       3,240       3,240       3,240       3,240       3,240

    Adjustments on                                          56          56         272         272
    implementation of
    statutory/proforma
    IFRS

--- ------------------------    --------      ------    --------      ------     -------      ------

    As re-stated                 3,240       3,240       3,296       3,296       3,512       3,512
--- ------------------------    --------      ------    --------      ------     -------      ------

Shareholders' capital and
reserves at end of period
(see
note)                            3,320       4,281       3,352       4,490       3,435       4,751
-------------------------       --------      ------    --------      ------     -------      ------






Note
------

Reconciliation to shareholders' capital and reserves at 1st January 2005 on adoption of IAS32, IAS39, and
IFRS4
-----------------------------------------------------------------------------------------------------------

Capital and reserves at 31 December 2004 (as above)                                 4,490           4,751
                                                                                                

Transition adjustment at 1 January 2005 on adoption of
IAS32,

IAS39, and IFRS4:

      Long-term business operations                                                   261

      Other than long-term business operations                                        (25)            (25)


-------------------------                                  -------- ------ --------  ------ -------  ------

Shareholders' capital and reserves at 1 January 2005 -

Statutory IFRS basis                                                                4,726           4,726
-------------------------                                  -------- ------ --------  ------ -------  ------



PRUDENTIAL PLC Schedule B4

2004 Restated Results

ACHIEVED PROFITS BASIS RESULTS RESTATED FOR CHANGES APPLIED ON IMPLEMENTATION OF
STATUTORY IFRS

CONSOLIDATED SUMMARY RESULTS AND EARNINGS PER SHARE




                                        PREVIOUSLY PUBLISHED                RESTATED
                                    Half year       Full year       Half year       Full year
                                         2004            2004            2004            2004
CONSOLIDATED SUMMARY RESULTS ON THE      GBPm            GBPm            GBPm            GBPm
ACHIEVED PROFITS BASIS                   
-----------------------------------      ------ ---     ------- ---      ------ ---      ------ ---
                                                                                     


UK and Europe Insurance                   240             450             240             450
operations

M&G                                        79             136              79             136

Egg                                        30              63              31              61
-----------------------------------      ------ ---     ------- ---      ------ ---      ------ ---

UK and Europe operations                  349             649             350             647

US operations                             164             303             220             413

Asian operations                          175             385             169             376

Other income and expenditure             (101)           (193)           (103)           (197)
-----------------------------------      ------ ---     ------- ---      ------ ---      ------ ---

Operating profit, based on                587           1,144             636           1,239
longer-term investment returns,
from continuing operations

Amortisation of goodwill                  (48)            (94)

Short-term fluctuations in                (26)            679             (76)            587
investment returns

Shareholders' share of actuarial                                           67             (12)
gains and losses on defined benefit
pension schemes

Effect of changes in economic              21            (100)             21            (100)
assumptions                              
-----------------------------------      ------ ---     ------- ---      ------ ---      ------ ---



Profit from continuing operations         534           1,629             648           1,714
before tax (including actual
investment returns)

Tax                                      (197)           (499)           (215)           (491)
-----------------------------------      ------ ---     ------- ---      ------ ---      ------ ---

Profit from continuing operations         337           1,130             433           1,223
after tax before minority
interest

Discontinued operations (net of           (16)            (94)            (15)            (94)
tax)

-----------------------------------      ------ ---     ------- ---      ------ ---      ------ ---

Total profit for the period               321           1,036             418           1,129
-----------------------------------      ------ ---     ------- ---      ------ ---      ------ ---

Attributable to:

   Equity holders of the parent           314           1,046             411           1,130
   company

   Minority interest                        7             (10)              7              (1)

-----------------------------------      ------ ---     ------- ---      ------ ---      ------ ---

Total profit for the period               321           1,036             418           1,129
-----------------------------------      ------ ---     ------- ---      ------ ---      ------ ---

EARNINGS PER SHARE ON THE ACHIEVED
PROFITS BASIS                            
-----------------------------------      ------ ---     ------- ---      ------ ---      ------ ---

Continuing operations

From operating profit, based on
longer-term investment returns,
after tax and related
minority interest                        19.5   p        38.5   p        21.0   p        41.5   p

Amortisation of goodwill                 (2.3)  p        (4.4)  p

Adjustment from post-tax long-term
investment returns to post-tax
actual investment
returns (after related minority          (2.0)  p        21.5   p        (3.5)  p        18.6   p
interest)

Adjustment for post-tax
shareholders' share of actuarial
gains and losses on
defined benefit pension schemes             -               -             2.3   p        (0.3)  p

Adjustment for post-tax effects of        0.5   p        (3.4)  p         0.5   p        (3.4)  p
changes in economic assumptions

-----------------------------------      ------ ---     ------- ---      ------ ---      ------ ---

Based on profit from continuing          15.7   p        52.2   p        20.3   p        56.4   p
operations after minority
interest

Discontinued operations

From post-tax profit/loss from
discontinued operations, including
profits on disposal
and closure costs, net of tax and        (0.6)  p        (3.1)  p        (0.5)  p        (3.1)  p
related minority interest

-----------------------------------      ------ ---     ------- ---      ------ ---      ------ ---

Based on total profit for the            15.1   p        49.1   p        19.8   p        53.3   p
period after minority interests          ------ ---     ------- ---      ------ ---      ------ ---
-----------------------------------

-----------------------------------      ------ ---     ------- ---      ------ ---      ------ ---

Average number of shares                2,084   *       2,129           2,075           2,121
-----------------------------------      ------ ---     ------- ---      ------ ---      ------ ---

Dividend per share **                    5.19   p       15.84   p       10.22   p       14.81   p
-----------------------------------      ------ ---     ------- ---      ------ ---      ------ ---



     *    The 'previously published' average number of shares for half year 2004
          has been  adjusted to reflect  the impact of the rights  issue in late
          2004

     **   In accordance  with the changed  requirements of IFRS the dividend per
          share  figures shown above  reflect  dividends  declared in the period
          rather  than,  as under UK GAAP,  the  period  to which  the  dividend
          relates. The dividend per share for the 2003 final dividend,  declared
          in February  2004,  and the interim  2004  dividend,  declared in July
          2004,  have been  adjusted  to reflect  the bonus  element in the 2004
          rights issue.

PRUDENTIAL PLC Schedule B5

2004 Restated Results

ACHIEVED PROFITS BASIS RESULTS RESTATED FOR CHANGES APPLIED ON IMPLEMENTATION OF
STATUTORY IFRS

OPERATING PROFITS, BASED ON LONGER-TERM INVESTMENT RETURNS, FROM CONTINUING
OPERATIONS




                                   PREVIOUSLY PUBLISHED             RESTATED
                               Half year   Full year          Half year   Full year
                                    2004        2004               2004        2004
RESULTS ANALYSIS BY BUSINESS        GBPm        GBPm               GBPm        GBPm
AREA                              
-------------------------         --------     ------- ------      ------     -------
                                                                      

UK and Europe operations

    New business                      88         220                 88         220

    Business in force                152         230                152         230
--- -----------------------       --------     ------- ------      ------     -------

Long-term business                   240         450                240         450

M&G                                   79         136                 79         136

Egg                                   30          63                 31          61
-------------------------         --------     ------- ------      ------     -------

Total                                349         649                350         647
-------------------------         --------     ------- ------      ------     -------

US operations

    New business                      82         156                 82         156

    Business in force                 84         161                140         271
--- -----------------------       --------     ------- ------      ------     -------

Long-term business                   166         317                222         427

Broker dealer and fund                (2)        (14)                (2)        (14)
management                        
-------------------------         --------     ------- ------      ------     -------

Total                                164         303                220         413
-------------------------         --------     ------- ------      ------     -------

Asian operations

    New business                     135         312                135         312

    Business in force                 40          69                 34          60
--- -----------------------       --------     ------- ------      ------     -------

Long-term business                   175         381                169         372

Fund management                       10          19                 10          19

Development costs                    (10)        (15)               (10)        (15)
-------------------------         --------     ------- ------      ------     -------

Total                                175         385                169         376
-------------------------         --------     ------- ------      ------     -------

Other income and expenditure

Investment return and other           16          44                 16          44
income

Interest payable on core             (74)       (154)               (74)       (154)
structural borrowings

Corporate expenditure

    Group Head Office                (25)        (54)               (25)        (54)

    Asia Regional Head               (18)        (29)               (18)        (29)
    Office

Additional IFRS pension and            0           0                 (2)         (4)
share based payment costs not     
allocated to business
operations
-------------------------         --------     ------- ------      ------     -------

Total                               (101)       (193)              (103)       (197)
-------------------------         --------     ------- ------      ------     -------

Operating profit, based on
longer-term investment
returns, from continuing             587       1,144                636       1,239
operations                        
-------------------------         --------     ------- ------      ------     -------

Analysed as operating profits
from:

    Long-term business

        New business                 305         688                305         688

        Business in force            276         460                326         561
--- --- ----------------------    --------     ------- ------      ------     -------

                                     581       1,148                631       1,249

    Other operations                   6          (4)                 5         (10)
--- -----------------------       --------     ------- ------      ------     -------

                       Total         587       1,144                636       1,239
---    -----------------------    --------     ------- ------      ------     -------



PRUDENTIAL PLC Schedule B6

2004 Restated Results

ACHIEVED PROFITS BASIS RESULTS RESTATED FOR CHANGES APPLIED ON IMPLEMENTATION OF
STATUTORY IFRS

MOVEMENT IN ACHIEVED PROFITS BASIS SHAREHOLDERS' CAPITAL AND RESERVES
ATTRIBUTABLE TO SHAREHOLDERS OF THE PARENT COMPANY



                                                                     PREVIOUSLY PUBLISHED        RESTATED
                                                                        Half    Full           Half    Full
                                                                        year    year           year    year
                                                                        2004    2004           2004    2004
CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE                 GBPm    GBPm           GBPm    GBPm
------------------------------------                                    ------  ------ ------  ------  ------
                                                                                               

Profit for the period (net of minority interest)                         314   1,046            411   1,130

Items taken directly to equity:

    Exchange movements                                                   (54)   (241)           (53)   (240)

    Related tax                                                            5      12              5      12

------------------------------------                                    ------  ------ ------  ------  ------

Total recognised income for the period (net of minority interest)        265     817            363     902
------------------------------------                                    ------  ------ ------  ------  ------


RECONCILIATION OF MOVEMENT ON CONSOLIDATED SHAREHOLDERS' EQUITY


Total recognised income for the period (net of minority interest) - as   265     817            363     902
above

Proceeds from rights issue, net of expenses                                    1,021                  1,021

Other new share capital subscribed                                        61     119             61     119

Dividends                                                               (109)   (362)          (214)   (323)

Stock based compensation - fair value adjustment (net of related tax)                             3      10

Own shares:

    Own shares purchased in respect of stock compensation plans                   (4)                    (4)

    Movement on Prudential plc shares purchased by unit trusts newly                                     14
    consolidated under IFRS

------------------------------------                                    ------  ------ ------  ------  ------

Net increase in shareholders' capital and reserves                       217   1,591            213   1,739
------------------------------------                                    ------  ------ ------  ------  ------

Shareholders' capital and reserves at 1 January 2004

    As previously reported                                             7,005   7,005          7,005   7,005

    Adjustments on implementation of statutory IFRS                        -       -             18      18

--- -----------------------------------                                 ------  ------ ------  ------  ------

    As re-stated                                                       7,005   7,005          7,023   7,023
--- -----------------------------------                                 ------  ------ ------  ------  ------

Shareholders' capital and reserves at end of period                    7,222   8,596          7,236   8,762
------------------------------------                                    ------  ------ ------  ------  ------

Analysed as:

    Statutory IFRS basis shareholders' capital and reserves            3,320   4,281          3,352   4,490

    Additional shareholders' interest on the Achieved Profits basis    3,902   4,315          3,884   4,272

--- -----------------------------------                                 ------  ------ ------  ------  ------

Shareholders' capital and reserves at end of period (see note)         7,222   8,596          7,236   8,762
------------------------------------                                    ------  ------ ------  ------  ------



Note
------

                                                                  
Reconciliation to shareholders' capital and reserves at 1 January 2005

on adoption of IAS32, IAS39, and IFRS4
----------------------------------------



Capital and reserves at 31 December 2004 (as above)                                                   8,762

                                                                                                     

Transition adjustment at 1 January 2005 on adoption of IAS32, IAS39,
and IFRS4:

    Statutory basis transition adjustment                                                               236

    Less: long-term business element subsumed within

    adjustment to additional shareholders' interest                                                    (261)
--- -----------------------------------                                 ------  ------ ------  ------  ------

    Achieved Profits basis transition adjustment                                                        (25)

--- -----------------------------------                                 ------  ------ ------  ------  ------

Shareholders' capital and reserves at 1 January 2005                                                  8,737
------------------------------------                                    ------  ------ ------  ------  ------

Analysed as:

    Statutory IFRS basis shareholders' capital and reserves                                           4,726

    Additional shareholders' interest on the Achieved Profits basis                                   4,011

--- -----------------------------------                                 ------  ------ ------  ------  ------

Shareholders' capital and reserves at 1 January 2005                                                  8,737
------------------------------------                                    ------  ------ ------  ------  ------



                                   APPENDIX C

Insurance Groups Directive ("IGD") and Financial Groups Directive ("FGD")

-    Prudential  plc  announces  today an IGD surplus of GBP845m for 31 December
     2004 in excess of its GBP2bn capital resources requirements.

-    If  Prudential  had  chosen  to  seek  permission  from  the  FSA to  apply
     transitional  rules  applicable  up  to  31  December  2004  which  allowed
     externally  generated  goodwill to be included in the  valuation of certain
     subsidiaries,   Prudential's   underlying   IGD  surplus  would  have  been
     approximately GBP2.2bn.

-    The IGD has applied to Prudential  since 1 January 2001.  This requires the
     determination  of group solvency through the aggregation of surplus capital
     held in its subsidiaries,  from which group borrowings are deducted,  other
     than subordinated debt issues which qualify as capital.

-    The FGD  has  applied  to  Prudential  since  1  January  2005.  A  similar
     calculation of group solvency as for the IGD is required, although the test
     under the FGD is a continuous requirement and a regulatory obligation.

1.0  Background

     At  31  December  2004,  Prudential  was  required  to  meet  the  solvency
     requirements of the IGD, as implemented by the Financial Services Authority
     (FSA).  The  IGD  introduced   specific   legislation  for  the  prudential
     supervision of insurance groups, which introduced a test of solvency at the
     parent  company  level which  requires it to hold  capital in excess of the
     aggregate of all the minimum solvency requirements of its subsidiaries.  In
     particular,  the IGD  prohibits  "double  gearing",  i.e.  where  the  same
     regulatory  capital  is used more than once to cover the  separate  capital
     requirements of different insurers in the Group, and "excessive leveraging"
     or "down-streaming",  where the proceeds of debt issuance is used as equity
     for the regulated subsidiaries.

     Due to the geographically  diverse nature of Prudential's  operations,  the
     application of these requirements to Prudential is complex.  In particular,
     for many of our Asian  operations,  the  assets,  liabilities  and  capital
     requirements have to be recalculated on bases required by the FSA.

     The FGD, which affects groups with significant cross-sectoral activities in
     insurance and banking/investment  services,  came into force for Prudential
     from 1  January  2005.  The FSA has  implemented  the FGD by  applying  the
     sectoral rules of the largest sector;  hence an insurance-led  conglomerate
     such  as  Prudential   is  required  to  focus  on  the  capital   adequacy
     requirements of the IGD, the Consolidated Life Insurance  Directive and the
     Insurance Company Accounts Directive.

     The FGD requires a continuous  parent company solvency test, which requires
     the  aggregation of surplus  capital held in the  subsidiaries,  from which
     group borrowings are deducted, other than subordinated debt which qualifies
     as capital.  The test is passed when this aggregate  number is positive.  A
     negative  result at any point in time  becomes  a  notifiable  breach of UK
     regulatory  requirements.  Prudential has put in place a regulatory capital
     projection  model  taking into  account  FSA basis  capital  resources  and
     requirements  of all  Business  Units to monitor  the  continuous  solvency
     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 aligned  the  requirements  of the FGD with the IGD and
     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.

2.0  Results

     At 31  December  2004,  Prudential  had surplus of GBP845m in excess of its
     GBP2bn capital resources requirements.

     The contribution to this IGD surplus, by Business Unit is as follows:

                                                                  GBPm

Business Unit Entities
------------------------

Insurers

    UK Insurance Operations (shareholders)                         520

    Jackson National Life                                        1,418

    Prudential Corporation Asia*                                  (586)

Non-Insurers

    M&G                                                            244

    Egg                                                             59

    Other                                                           41
                                                                 -------

    Total Business Unit Entities                                 1,696
                                                                 -------

Holding Company
-----------------

    Assets in the Holding Company                                  229

    Core Debt                                                   (2,509)

    Add back qualifying Subordinated Debt                        1,429
                                                                 -------

    Total Holding Company                                         (851)
                                                                 -------

Group Surplus                                                      845
                                                                 -------

     *    The  Prudential  Corporation  Asia  contribution  of  (GBP586m)  above
          compares to approximately GBP300m of local regulatory basis surplus of
          capital resources over capital resources requirements.

          This  excludes the impact of  transitional  rules  applicable up to 31
          December 2004 by the FSA, which allowed externally  generated goodwill
          to  be  included  in  the  valuation  of  certain  subsidiaries.   Had
          Prudential  applied  for,  and  been  given  permission  to use  these
          transitional  rules,  its  underlying  IGD position  would have been a
          surplus of approximately GBP2.2bn.

                                   APPENDIX D

Economic Capital

-    Prudential plc announces today an Economic  Capital surplus for 31 December
     2004 in respect of its in-force  business of GBP1.6bn  against its internal
     Group capital target.

-    This is based on the  results of  Prudential's  internal  Economic  Capital
     assessment,  which shows an Economic Capital requirement of GBP1.8bn taking
     into account  diversification  benefits  compared to  available  capital of
     GBP3.4bn.

-    Economic  Capital is the amount required to ensure that Prudential can meet
     its existing  contractual and  discretionary  policyholder  obligations and
     remain  solvent at all times over a 25-year time  horizon,  within a strict
     target solvency level.

-    Prudential  initiated the Economic Capital project three years ago in order
     to enhance its group-wide platform for business management, with particular
     focus on capital management and risk governance.

1.0  Background

     Prudential  initiated the Economic Capital project three years ago in order
     to enhance its group-wide platform for business management.  In particular,
     there were three key business objectives of the project:

     -    Increase  value  creation  through  improved  capital  allocation  and
          performance management

     -    Enhance risk  governance as part of a  comprehensive  risk  management
          framework

     -    Demonstrate financial strength.

     Economic  Capital  is  integral  to  Prudential's   capital  and  financial
     management at Group and Business Unit level. It informs  Prudential's  risk
     appetite for taking on different  risks in different  geographies,  both in
     terms of the extreme  events that have the potential to deplete its capital
     base,  and the  more  day-to-day  volatility  to which  it is  exposed.  It
     supports the  asset-liability  management both through  optimisation of the
     asset  allocation  process  and  through  supporting  crediting  and  bonus
     declaration  strategies for Prudential's  policyholders.  More broadly,  it
     will  be  used  in  the  assessment  and  driving  of  value  creation  via
     risk-adjusted  return on  capital  measures.  Finally,  it  provides a more
     realistic  adjunct to the  various  regulatory  solvency  calculations,  in
     particular  the  Insurance  Groups  Directive,  and will be an  input  into
     Prudential's  discussions  with the Financial  Services  Authority (FSA) in
     respect of its Individual Capital Guidance.

     2.0  Framework and Approach

          The calculation of Economic  Capital is based on three key principles,
          namely that it should:

     -    Capture diversification  benefits and capital mobility inherent in the
          business of an internationally diversified insurer such as Prudential

     -    Use a multi-year time horizon tailored to the multi-year nature of the
          life insurance business

     -    Have comprehensive coverage but with key focus on major risk types and
          operations.

          Economic  capital is the amount required to ensure that Prudential can
          meet  its  existing   contractual   and   discretionary   policyholder
          obligations  and  remain  solvent  at all times  over a  25-year  time
          horizon, within a strict target solvency level.

          Prudential  has  adopted a  framework  whereby  cash flows and capital
          requirements  for each of the main  Business  Units in the UK,  US and
          Asia    are    projected    over    many     internally     consistent
          stochastically-generated  simulations.  This  process,  using  a Group
          Solvency  Model,  captures  80 percent of the  business,  the other 20
          percent being modelled on a standalone  basis and aggregated  with the
          main results using a correlation  matrix approach.  This is a standard
          method of aggregation used by banks and other financial institutions.

          The explicit  stochastic  modelling of global asset return  scenarios,
          which are  directly  correlated  between  asset  classes  and  between
          geographies,  enables diversification benefits to be captured for each
          individual scenario. For each simulation, and in each of the projected
          25 years, Business Units calculate their capital surplus, transfers or
          requirements  using  their  asset-liability  models.  These  projected
          capital  transfers to and from Business Units are aggregated  together
          at Group level,  together with Group level cash flows such as interest
          on debt and  expenses.  This gives a Group level  capital  balance for
          each scenario in each of the 25 years.

          In order to take into  account  restrictions  on  mobility  of capital
          across the Group,  capital  transfers to and from  Business  Units are
          triggered  at a  solvency  level that  reflects  a  suitable  level of
          operating capital,  based on local regulatory  solvency targets,  over
          and  above  basic  liabilities.  This  includes  restrictions  on  the
          availability   to  the  Group  of  the  full  estate  of  the  various
          with-profits  funds  throughout  the Group,  which are  excluded  from
          initial available capital.  The Economic Capital requirement  includes
          sufficient  capital  to meet this  working  requirement  as well as to
          cover the risks in the business.

          Using an iterative  modelling process,  Economic Capital is calculated
          as  the  amount  required  at  the  calculation  date  such  that  the
          cumulative  number of projected  defaults (defined as a negative Group
          capital  balance)  is  less  than  a  pre-determined  rate  reflecting
          Prudential's  internal target solvency  level.  Prudential's  internal
          target  solvency  level  has been set as  equivalent  to the  historic
          default  rate  on  a  AA-rated  bond   (equivalent   to  a  cumulative
          probability of default of 44 out of 1,000  simulations over 25 years).
          The Economic  Capital  framework thus assesses the capital required to
          meet  Prudential's  obligations with at least this level of confidence
          taking into account extreme events.

          The definition of available  capital is consistent with the definition
          of Capital Resources in the FSA's Integrated Prudential Sourcebook for
          Insurers,  with some adjustments for valuation differences between the
          FSA and Economic Capital bases.

          Stochastic  risk  scenarios  are  generated by  Prudential's  in-house
          Generator of Stochastic  Investment  Scenarios  ("GeneSIS") which uses
          models of individual risks from academic  literature,  together with a
          set of correlations to produce  integrated risk scenarios that reflect
          the range and  probability  of  different  outcomes as they affect the
          Group.

          Prudential's  Economic Capital model covers all material risks in each
          business, including (where relevant):

          -    Financial risks

          -    Asset-liability  matching (driven by equity,  property,  interest
               rates, bond returns and inflation)

          -    Credit risk

          -    Insurance and business risks

          -    Underwriting (mortality, longevity and morbidity)

          -    Persistency

          -    Operational risk

          As well as the more standard  approaches  to market risks,  Prudential
          has developed a detailed model for credit risk,  which captures spread
          volatility, credit migration and default over the multi-year period.

          GeneSIS produces asset returns in each scenario and for each projected
          time  period.  These  are  based  on the  scenario  and  time-specific
          risk-free  return, an additional risk premium and an appropriate level
          of  volatility.   The  risk-free  component  of  the  model  has  been
          calibrated to current market prices (risk free bonds and interest rate
          derivatives)  and observed  historic  behaviour.  The risk premium and
          volatility  assumptions,  which vary by asset class, have been derived
          from  market  prices  and   assumptions   produced  by  the  Portfolio
          Management   Group,   Prudential's   internal   economists,   who  are
          responsible for investment strategy for the GBP98bn of assets relating
          to Prudential's long-term funds.

          To the extent it can be reasonably projected, the systematic behaviour
          of  policyholders  and the ability of  management  to react to extreme
          events (subject to policyholders'  reasonable  expectations) have been
          modelled.  The multi-year approach also allows accumulative risks such
          as longevity to be captured in full.

          Prudential's approach to modelling operational risk involves examining
          the  possible  operational  events to which it could be exposed,  with
          particular  focus on the low frequency,  but high severity events that
          threaten  the  Group's  solvency,  and using a  stochastic  model that
          simulates these events based on assumptions around incidence and size.
          This has been  implemented  in each of the Business Units and tailored
          to their own  profiles,  and the results  are  captured as part of the
          Economic Capital requirement.

     3.0  Results

          As at 31 December  2004,  Prudential  required  GBP1.6bn of capital to
          cover  the  risks  to  its  existing   contractual  and  discretionary
          insurance liabilities, on an economic basis and at its internal target
          solvency  level.  This number is after  allowance for  diversification
          across risks and geographies and the capturing of future shareholders'
          transfers from the Business Units.  This compares to available capital
          of GBP3.4bn on an equivalent basis.

          This  requirement  has been analysed into its  contributory  parts, by
          risk type and by Business Unit, as follows:

Risk Type                                  Percentage of Group Economic
                                                    Capital Requirement

Asset-Liability Matching                                            28%

Credit                                                              47%

Underwriting (mortality, longevity                                  10%
and morbidity)

Persistency                                                          2%

Operational                                                         13%

Business Unit                      Percentage of Group Economic Capital
                                                            Requirement

Prudential UK Shareholder                                           21%

Prudential UK                                                        0%
With-Profits

Jackson National Life (JNL)                                         45%

Prudential Corporation                                              16%
Asia

M&G                                                                  5%

Egg                                                                 12%

Prudential Group                                                     1%
Headquarters

The largest risk  exposure on a  diversified  basis,  credit risk,  reflects the
relative size of the exposure to JNL (30 per cent),  Prudential  UK  shareholder
annuities business (5 per cent) and Egg (10 per cent).

Prudential  UK  with-profits  capital  requirements  are  fully  covered  by the
internal estate within the 90:10 fund.

JNL is the largest  shareholder  operation at  Prudential,  and the 45% share of
Economic Capital requirements reflects this.


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 15 June, 2005

                                     PRUDENTIAL PUBLIC LIMITED COMPANY 

                                     By: /s/  Clare Staley

                                              Clare Staley
                                              Head of Group Media Relations