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 July 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:

'INTERIM RESULTS'



Embargo: 7.05am Wednesday 27th July 2005


                      PRUDENTIAL PLC 2005 INTERIM RESULTS

- New business APE of GBP1,129 million, up 34% on first half 2004

- New business achieved profit of GBP413 million, up 37%, with Group margin
  of 37% (HY2004: 36%)

- Total achieved profit from continuing operations of GBP834 million, up
  31% on first half 2004

- Total statutory profit from continuing operations of GBP469 million, up
  25% on first half 2004

- Achieved profit shareholders' funds of GBP9.3 billion (end 2004: GBP8.8 
  billion)

- Interim dividend of 5.3 pence per share (HY2004: 5.19 pence per share)



Commenting, Mark Tucker, Group Chief Executive said:

"These  results  demonstrate  the Group is performing  well.  We have  delivered
double-digit  sales growth in all our markets,  while  maintaining  margins at a
Group level.  We are taking  advantage of our strong presence across the diverse
markets in which we operate.

"My  priority  is to maintain  our focus on  delivery  of superior  performance,
enhancement  of  earnings  and capital  efficiency  in order to make the most of
these opportunities.

"As  you  would  expect,  I  am  actively   reviewing   longer-term  trends  and
opportunities  in order to anticipate the changing needs of our customers.  This
attention to the longer-term will help ensure that the actions we take today lay
the  foundations for an even stronger  position for Prudential in the future.  I
will talk more about our evolving  thinking  with our third quarter new business
figures in October.

"We face a number of challenges, but we remain confident of achieving the growth
and  return  targets we have set out across  each of our  businesses  and we are
optimistic about prospects in the longer-term."


Operational highlights:

Prudential's  UK and Europe  insurance  operations are making good progress with
sales of GBP541 million on an APE basis,  50% ahead of last year,  including the
Phoenix Life & Pensions Limited transaction, which increased APE sales by GBP145
million in the period. Excluding this transaction, sales growth was 10% compared
to an estimated  market growth of 2-3%;  and the primary  drivers of growth were
strong sales of unit-linked bonds (up 100%),  individual  annuities (up 12%) and
bulk annuities (up 67%). The internal rate of return on new business  written in
the first half was 13%, moving towards our target of 14% by the end of 2007. New
business margin was 30%, although some reduction from the 2004 year-end level is
still expected for the full year 2005 due to changing  product mix as Prudential
UK builds its shareholder-backed business.

In the US, sales increased by 18% on an APE basis with margins  improving to 37%
(HY 2004:34%) as a result of improved profitability from both variable annuities
and Guaranteed  Investment  Contracts (GICs). The acquisition of Life of Georgia
was completed in May and the integration of that business remains on track to be
completed by the end of 2005.  Jackson is a low-cost high quality  operator that
has shown an ability to innovate  in the US market and deliver  cash back to the
Group.

In Asia,  sales  growth in the first  half of the year was 26% on an APE  basis,
with particularly strong growth in Korea, India, Indonesia,  Malaysia and China.
The new business  margin was lower at 49% (full year 2004: 54%) primarily due to
a  combination  of changes in country and product mix. In July we announced  our
9th and 10th  licences  in China,  further  strengthening  our  presence in this
exciting market.  Trading conditions in Japan remain tough and we have taken the
decision to impair  goodwill in our life insurance  business by GBP95 million in
these results.

M&G enjoyed a strong  start to the year with net  investment  in-flows of GBP1.7
billion and growth in underlying  profit of 15% to GBP68  million.  Total profit
for the period was GBP83 million.

Egg's  first half  profit  from the core UK  business  was GBP13  million  after
charging GBP10 million for restructuring  costs. We remain focused on optimising
the performance of the Egg business and the value of the Group's  investment for
Prudential's shareholders.

We continue to look to improve  capital  efficiency  and earlier in July we took
advantage  of good  market  conditions  in the US retail  market  to raise  $300
million of  perpetual  subordinated  capital  securities,  which will qualify as
Group regulatory capital.  The primary use of the proceeds will be to re-finance
our outstanding non-qualifying GBP150 million bond maturing in 2007.

                                    - ENDS -

Enquiries:

Media                                     Investors / analysts

Jon Bunn                  020 7548 3559   James Matthews         020 7548 3561
William Baldwin-Charles   020 7548 3719   Marina Novis           020 7548 3511
Joanne Davidson           020 7548 3708


Notes to Editors

1. The  comparative  International  Financial  Reporting  Standards  results are
prepared on a "proforma"  basis which reflects the estimated  effect on the 2004
results as if IAS 32, IAS 39 and IFRS 4 had been  applied from 1 January 2004 to
the Group's insurance  operations together with the discretionary change for the
basis of  determining  longer-term  investment  returns,  as disclosed on 2 June
2005.

Achieved profits basis results have been restated for the  consequential  impact
of the adoption of International Financial Reporting Standards at 1 January 2004
together with the discretionary change for the basis of determining  longer-term
investment returns, as disclosed on 2 June 2005.

The 2004  interim  dividend  per share has been  restated  to reflect  the bonus
element of the October 2004 rights issue.

Period on period  percentage  increases  are stated on a constant  exchange rate
basis.

2.  There will be a  conference  call today for wire  services  at 7.45am  (BST)
hosted by Mark Tucker, Group Chief Executive and Philip Broadley,  Group Finance
Director. Dial in telephone number: 0800 358 2705. Passcode: 155439#.

3. A  presentation  to analysts  will take place at 9.30am  (BST) at  Governor's
House,  Laurence  Pountney  Hill,  London,  EC4R  0HH.  An  audio  cast  of  the
presentation  and the  presentation  slides  will be  available  on the  Group's
website, www.prudential.co.uk.

4. There will be a conference  call for  investors  and analysts at 2.30pm (BST)
hosted by Mark Tucker, Group Chief Executive and Philip Broadley,  Group Finance
Director. Please call from the UK +44 (0)20 8609 0205 and from the US +1 866 793
4279. Pin number 487687#.  A recording of this call will be available for replay
for one week by  dialling:  +44  (0)20  8609 0289 from the UK or +1 866 676 5865
from the US. The conference reference number is 129574.

5. High  resolution  photographs  are  available  to the media free of charge at
www.newscast.co.uk (+44 (0) 207 608 1000).

6. An interview with Mark Tucker, Group Chief Executive,  (in video/audio/ text)
will be available on www.cantos.comand  www.prudential.co.ukfrom  7.05am on 27th
July 2005.

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

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

9.  Total  number  of  Prudential  plc  shares in issue as at 30th June 2005 was
2,383,761,711.

10.   Financial Calendar 2005:

Ex-dividend date                          Wednesday 17 August 2005
Record date                               Friday 19 August 2005
Q3 new business figures                   Wednesday 26 October 2005
Payment of interim dividend               Friday 28 October 2005

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

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

Forward-Looking Statements

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




BUSINESS REVIEW

GROUP

Results Highlights

                                                              

                        Half Year    Half Year              Half Year
                                           CER    Change          RER    Change
                             2005         2004                   2004
                             GBPm         GBPm                   GBPm
--------------------------------------------------------------------------------
Annual premium              1,129          844        34%         849        33%
equivalent (APE)
sales                       
Net Investment Flows        2,539          792       221%         777       227%
New Business Achieved         413          302        37%         305        35%
Profit (NBAP)                 
NBAP Margin                    37%          36%                    36%
Total Achieved profits        834          638        31%         638        31%
basis operating profit* -                          
Total International           469          374        25%         375        25%
Financial Reporting
Standards (IFRS)
operating profit *+
Achieved profits basis        9.3          7.2        29%         7.2        29%
shareholders funds
(GBPbn) -
IFRS shareholders             5.0          3.4        47%         3.4        47%
funds (GBPbn) +              
--------------------------------------------------------------------------------



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

+ The  comparative  IFRS results shown above are prepared on a 'proforma'  basis
which reflects the estimated effect on the 2004 results as if IAS 32, IAS 39 and
IFRS4 had been applied from 1 January 2004 to the Group's  insurance  operations
together with the discretionary change for the basis of determining  longer-term
investment returns, as disclosed on 2 June 2005.

- Achieved profits basis results have been restated for the consequential impact
of the adoption of IFRS at 1 January 2004 together with the discretionary change
for the basis of determining  longer-term  investment  returns as disclosed on 2
June 2005.

In the Business  Review and Financial  Review,  period-on-period  comparisons of
financial  performance  are on a  Constant  Exchange  Rate (CER)  basis,  unless
otherwise stated.

The  Group has had a good  first  half as  illustrated  by growth in all the key
performance  measures  shown above.  This is the result of strong  contributions
across all regions.

Growth in APE sales and aggregate new business  achieved profit (NBAP) margin of
37 per cent led the Group to achieve NBAP growth of 37 per cent. This,  together
with growth from the fund management operations and the increase in profits from
the in-force insurance business,  driven primarily by the US, led to an increase
of 31 per cent over the first half of 2004 in achieved  profits basis  operating
profits.  The  in-force  achieved  profit  for the half year  includes  a GBP132
million  charge in respect of a  persistency  assumption  change in the UK and a
credit in the US of GBP141  million  reflecting an operating  assumption  change
following  price  increases  introduced  on two  blocks  of  in-force  term life
business. In aggregate, net assumption changes were positive GBP16 million, with
net positive experience variances and other items of GBP39 million.

On an  international  financial  reporting  standards  basis  (IFRS),  operating
profits were up 25 per cent on the same period of last year driven  primarily by
the growth in profits from the UK and Asian insurance operations.

Basic  earnings per share on the achieved  profits basis for the half year after
minority  interests  were 21.7 pence for the half year of 2005,  compared with a
restated  figure of 19.8 pence for the prior  year.  Basic  earnings  per share,
based on total IFRS profit for the half year after minority interests, were 12.7
pence,  down 1.5 pence  from the  restated  2004 half year  figure on a proforma
basis of 14.2 pence  primarily  reflecting the impairment of purchased  goodwill
associated with the Japanese life business.

Impact of Currency Movements

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

Changes  in  exchange  rates  from year to year  have an  impact on the  Group's
results when these are converted into pounds sterling for reporting purposes. In
some cases,  these  exchange  rate  fluctuations  can mask  underlying  business
performance. For example, growth in the US total achieved profit basis operating
profit was 95 per cent at reported  exchange  rates  (RER),  compared to 101 per
cent at CER.

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

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




INSURANCE

UNITED KINGDOM AND EUROPE

                                                                   

                                             Half Year     Half Year
                                                  2005          2004    Change
                                                  GBPm          GBPm
------------------------------------------------------------------------------
APE Sales                                          541           361        50%
NBAP                                               159            88        81%
NBAP Margin*                                        30%           25%
Total Achieved profits basis operating             182           240       (24%)
profit
Total IFRS operating profit                        187           153        22%
------------------------------------------------------------------------------


* excluding APE sales in respect of SAIF DWP rebates


Prudential  UK and  Europe  delivered  an  increase  in APE sales of 50 per cent
relative to the same period in 2004.  This includes APE sales of GBP145  million
from the acquisition of the portfolio of in-force pension annuities from Phoenix
Life & Pensions  ("PLP"),  a subsidiary  of  Resolution  Life Ltd, in June 2005.
Excluding the PLP  transaction,  sales  increased by 10 per cent.  This compares
favourably with the total UK medium to long-term  savings market growth of 2 per
cent in the  first  quarter  (based  on data  from the  Association  of  British
Insurers).

NBAP  increased by 81 per cent,  reflecting  the growth in sales  volumes and an
increase  in the NBAP  margin  to 30 per cent  from 25 per cent at the half year
2004  (full-year  2004: 27 per cent).  Total  achieved  profits basis  operating
profit decreased 24 per cent to GBP182 million primarily due to a GBP132 million
charge  relating to an assumption  change in respect of  persistency.  Increased
annuity sales  contributed to the 22 per cent increase in IFRS operating  profit
to GBP187 million.

The GBP132 million charge  reflects a strengthening  of persistency  assumptions
across a number of products,  primarily in respect of  with-profit  bonds.  This
assumption  change  reflects  Prudential's  current  experience  and,  post tax,
represents  3 per  cent  of the  overall  embedded  value  of  the UK  business.
Prudential continues actively to manage the conservation of the in-force book.

The  primary  drivers  of  growth  for the UK  business  were  strong  sales  of
unit-linked  bonds,  bulk  annuities  and  individual  annuities.  APE  sales of
unit-linked  bonds  doubled  compared  with the same  period  last year to GBP36
million, reflecting Prudential UK's progress in the IFA unit-linked bond market.
Bulk annuity sales increased by 67 per cent to GBP35 million,  driven by 31 bulk
annuity scheme wins (excluding the PLP  transaction).  Individual  annuity sales
were strong across all distribution channels with APE sales of GBP111 million up
12 per cent. In particular,  with-profit annuities attracted increased levels of
interest, with APE sales doubling on half year 2004 levels to GBP7 million.

Corporate  pension APE sales fell 14 per cent to GBP85  million,  reflecting the
contraction  seen in the  corporate  pensions  market  ahead  of the  change  in
pensions legislation in April 2006 ('A-Day').  In response to the move away from
defined  benefit  schemes  to  defined   contribution  schemes  in  the  market,
Prudential  UK announced  an agreement  with AON in May to support the launch of
their new defined contribution (DC) pension solution for employers.

APE sales through  Prudential's  European  operations  increased 200 per cent to
GBP12  million,   reflecting   growing  bond  sales  through  new  and  existing
distributors.

In  June,  Prudential  UK  added  a  capital  guarantee  option  to the  PruFund
Investment  Plan. This guarantee  provides  capital  security  combined with the
potential for growth which  addresses a primary  concern of advisers with low to
medium risk investor clients.

The demand for lifetime  mortgages is projected to grow  significantly  over the
next few years and Prudential UK will launch  shortly its own lifetime  mortgage
product,  the Prudential Property Value Release Plan. Unlike many other lifetime
mortgage products  currently on the market,  this innovative  product will allow
customers  much greater  flexibility  and control over when they draw down funds
and thereby reduce total interest charges over the lifetime of the loan.

Prudential  UK has made good  progress  with the new  multi-tie  networks.  Most
recently,  it has been  appointed  as a  provider  for  Sesame's  new  regulated
multi-tie  proposition,  Sesame  Select.  Sesame  is  one of  the  UK's  leading
providers of support services to 8,150 financial  advisers.  As a result of this
and other previously announced appointments, Prudential UK is well positioned to
increase its market share in the  depolarised  marketplace as this develops over
the next couple of years.

Prudential  UK was  appointed to the Barclays  multi-tie  panel during the first
half of 2005 and this  went live on 1 June.  In  addition,  Prudential  began to
write business in June through its distribution agreements with St James's Place
and National  Australia  Bank.  These will augment growth already being achieved
under the existing agreements with Lloyds TSB, Alliance and Leicester, Pearl and
Zurich.

The With-Profits Fund benefited from a pre-tax investment return of 7.4 per cent
in the first half of 2005 compared with 3 per cent in the  comparable  period of
2004.  Over the last five years (to 30 June  2005),  the  With-Profits  Fund has
delivered a pre-tax return of 28.9 per cent compared with the return on the FTSE
All Share  (Total  Return)  index over the same period of negative 1.5 per cent.
The fund remains strong with an inherited  estate  estimated to be around GBP7.3
billion as at 30 June 2005, on a deterministic  valuation  basis,  compared with
approximately  GBP6.5  billion  at the end of 2004.  The PAC  long-term  fund is
currently  rated AA+ by  Standard  &  Poor's,  Aa1 by  Moody's  and AA+ by Fitch
Ratings.

There will be a number of significant  changes in the retirement  savings market
as a result of the Government pensions reforms due to come into force on 'A-Day'
in April  2006.  These  include  a  single  tax  regime  for  pensions,  greater
investment  flexibility  for  consumers  (allowing,  for  example,   residential
property to be held within a pension) and increased annual contribution  limits.
When combined  with the increase in charges to  stakeholder  products  announced
last year and its success in winning  positions on  multi-ties,  this creates an
opportunity for Prudential UK to increase its presence in retirement  provision.
Prudential UK is developing a number of propositions  that take advantage of the
increased  flexibility and contribution  limits created by the pensions reforms.
It will launch a series of  products,  the first of which will be a new personal
pension that will be available in advance of A-Day.

Market  growth in the first  half of 2005 is  unlikely  to be in excess of 5 per
cent and  Prudential  UK does not  anticipate a significant  improvement  in the
second half of the year. Recent trading in certain segments of the UK market has
been  difficult  and,  most  notably,  competition  within  the  protection  and
individual annuity markets intensified in the second quarter. However, we expect
to continue to  outperform  the market in the second half of the year. We remain
confident that we can achieve overall growth of 10 per cent in 2005.




UNITED STATES

                                                              

                        Half Year    Half Year              Half Year
                                           CER    Change          RER    Change
                             2005         2004                   2004
                             GBPm         GBPm                   GBPm
--------------------------------------------------------------------------------
APE sales                     275          234        18%         240        15%
NBAP                          102           79        29%          82        24%
NBAP Margin                    37%          34%                    34%
Total Achieved profits        429          213       101%         220        95%
basis operating profit*
Total IFRS operating          169          151        12%         155         9%
profit*                  
--------------------------------------------------------------------------------



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

Period-on-period comparisons of financial performance are on a Constant Exchange
Rate (CER) basis, unless otherwise stated

Jackson  National  Life  (JNL)  continued  to focus on the value of new  product
sales, rather than top line growth. APE sales for the first half of 2005 were 18
per cent higher than prior year,  new business  achieved  profits were up 29 per
cent and IFRS operating profits were up 12 per cent over the first half of 2004.

At the 2005 half year, JNL had over $65 billion in assets under  management.  Of
this, $15 billion related to variable annuity assets an increase of $1.6 billion
compared to 2004 year-end, further diversifying JNL's earnings towards fee-based
income.

On 18 May 2005 JNL completed the purchase of Life  Insurance  Company of Georgia
from  ING at a  purchase  price  of  GBP142  million,  subject  to  post-closing
adjustments.  Following completion,  JNL began to move Life Insurance Company of
Georgia policies onto its low cost and scaleable  platform.  Full integration of
the business remains on track to be completed by year-end 2005.

The 18 per cent growth in APE sales to GBP275  million  during the first half of
2005 was driven by stronger variable annuity (VA), fixed index annuity (FIA) and
institutional  sales,  partially  offset by decreased sales of fixed  annuities.
Total APE retail  sales for the first half of 2005 of GBP195  million were up 11
per cent on prior year.

New business  achieved  profit of GBP102 million was 29 per cent above the prior
year,  reflecting  both an 18 per cent  increase in APE sales and an increase in
margin from 34 per cent to 37 per cent half year on half year.  The  increase in
margin primarily  reflects  increased  profitability  from the re-pricing in May
2004 of JNL's unbundled VA 'Perspective II' and increased GIC  profitability due
to longer  average  maturities  available on contracts sold in the first half of
2005. In addition, there has been an increase in the spread assumption for FIA.

JNL generated record VA APE sales of GBP118 million during the first half of the
year, up 21 per cent on the prior year, in a market that JNL believes was weaker
than last year.  This reflects the  company's  innovative  product  offering and
distribution capabilities.  In the three months to 31 March 2005, JNL ranked 2nd
in VA net flows and 13th in total VA new sales.  JNL's  'Perspective II' product
ranked 1st  overall in VA product  net flows and 3rd in total VA new sales.  JNL
was one of only five of the top 25 VA  providers in the US to increase VA assets
from year-end 2004 to the end of the first quarter 2005.  The rate of take up of
the fixed account  option  remained  low,  with 25 per cent of variable  annuity
premium going into fixed accounts during the first half of 2005 compared with 26
per cent for the first half of 2004.

Fixed  annuity APE sales of GBP41  million  were down 27 per cent on prior year,
reflecting  the  flattened  yield  curve in the US which has made rates on short
term  certificates of deposit more  attractive to customers.  As a result of the
fall in volumes,  JNL ranked 11th in total individual fixed annuity sales at the
end of the first  quarter of 2005,  down from 4th during the same  period in the
prior year.

Lower fixed annuity sales were partially offset by fixed index annuity APE sales
of GBP30  million,  an increase of 100 per cent over the prior year,  reflecting
customers'  increasing  preference  when  selecting  fixed  products to have the
potential  for  higher  returns  linked to  equity  index  performance.  JNL has
benefited  from its  approach to  educating  broker  dealers  about this complex
product,  while at the same time offering  lower  commissions  and investing the
savings into providing value to the policyholders through enhanced benefits.

Institutional APE sales for the first half of 2005 were GBP80 million, up 38 per
cent on prior year results.  JNL took advantage of several  attractive  issuance
opportunities during the first half of 2005. APE sales of institutional products
in the second half of 2005 are anticipated to be in the region of GBP25 million.

Total achieved  profits basis operating  profit at the half year 2005 was GBP429
million  compared to GBP213 million in the prior year.  This primarily  reflects
the increase in new business  achieved profits,  an operating  assumption change
following price increases introduced on two older, less profitable books of term
life business and a favourable spread variance.

The growth in IFRS operating profit of 12 per cent from the prior year primarily
reflects  an  increase  in spread  and fee  income  over the first half of 2004,
together with an increase in profits from  Prudential's  US fund manager,  PPMA.
The 2004 half year result  benefited from two one-off items, a favourable  legal
settlement of GBP28 million (GBP20 million after related change to  amortisation
of deferred  acquisition  costs) and a positive GBP7 million  adjustment arising
from  the  adoption  of  SOP  03-01   'Accounting  and  Reporting  by  Insurance
Enterprises for Certain Non-traditional Long Duration Contracts and for Separate
Accounts'.

JNL remains well  positioned  for the  remainder of the year to deliver sales at
twice the expected US market  growth rate of 4 per cent,  since  current  market
conditions  continue to favour those  financial  services  companies that have a
range   of   variable   and   fixed   annuity   product   offerings,   a  strong
relationship-based  distribution  model,  low cost  structure and the ability to
deliver high quality service.




ASIA

                                                              

                        Half Year    Half Year              Half Year
                                           CER    Change          RER    Change
                             2005         2004                   2004
                             GBPm         GBPm                   GBPm
--------------------------------------------------------------------------------
APE sales                     313          249        26%         248        26%
NBAP                          152          135        13%         135        13%
NBAP Margin                    49%          54%                    54%
Total Achieved profits        226          174        30%         169        34%
basis operating profit*
Total IFRS operating          116           59        97%          58       100%
profit*                    
--------------------------------------------------------------------------------



*excluding  the fund  management  business,  development  and Asia regional head
office expenses

Period-on-period comparisons of financial performance are on a Constant Exchange
Rate (CER) basis, unless otherwise stated

Prudential's  well  diversified  portfolio of life insurance  businesses in Asia
have shown  strong  growth  with first half year sales on an APE basis of GBP313
million, up 26 per cent on the same period in 2004 with 87 per cent of APE sales
generated by more profitable  regular premium products.  Sales in the first half
of 2005 primarily  reflect the continued  strong growth of its Korean and Indian
operations combined with solid performances from the more established operations
of Malaysia, Singapore and Hong Kong. The businesses in Indonesia and China also
showed very good sales growth.

Total  NBAP  increased  by 13 per cent  over the  first  half of 2004 to  GBP152
million,  reflecting  the sales  increase  offset by NBAP margins that decreased
from 54 per cent for the full year 2004 to 49 per cent. This represents a change
in geographic  mix  (reduction of 2 percentage  points)  largely due to a higher
proportion of new business from the relatively lower margin markets of Korea and
India;  a change of  product  mix  (reduction  of 1  percentage  point)  with an
increased  proportion of lower margin  products in Taiwan and  Singapore;  and a
change of assumptions  (reduction of 2 percentage  points),  primarily driven by
low interest rates in Taiwan.

In-force  operating  profits in Asia of GBP74 million for the first half of 2005
represent  an  increase  of 90 per cent over the same  period  for 2004 and IFRS
profits  increased  to GBP116  million  from GBP59  million in 2004  including a
contribution of GBP44 million from exceptional items.

Prudential's Korean Life operation has rapidly become a material  contributor to
APE sales with first half sales of GBP60  million,  an  increase  of 82 per cent
over the same period in 2004. This increase clearly demonstrates the flexibility
of its multi-channel distribution model, with in-house financial consultants and
general  agents  currently  the  dominant  distribution  channels  supported  by
contributions from direct marketing and bancassurance. Since its launch in 2004,
the  proportion of the higher margin  variable  universal  life product sold has
increased  steadily  such that it now  accounts  for 80 per cent of Korea's  APE
sales.

Prudential's  Indian life  insurance  joint venture with ICICI remains firmly in
position as the number one private sector life insurance  company as reported in
the  Insurance   Regulatory  and   Development   Authority   journal  in  India.
Prudential's  26 per cent share of the joint  venture's  half year APE sales was
GBP27  million,  up 59 per  cent  over the  first  half of  2004.  The  business
continues to extend its  geographic  reach in India with 74 branches to date and
has grown its tied agency force by 16 per cent this year.  Prudential intends to
increase its equity stake in this operation when  regulations  permit.  However,
there is no clear indication when this will be.

The life insurance joint venture with CITIC in China is still  relatively  small
in terms of new  business  volumes  but is  growing  rapidly  with a 67 per cent
increase  in APE sales to GBP10  million  compared  to the first half of 2004 of
GBP6 million.  Progress continues to be made in establishing CITIC Prudential as
the leading foreign joint venture life insurer in terms of geographic  coverage,
with 6 new city  licences  added  during  2005  bringing  the  total  to 10.  In
addition,  the operation also has a national  licence for the sale of group life
insurance.

Despite some slowdown in the market for regular  premium  unit-linked  products,
Prudential's  Singapore life operation delivered APE sales growth of 17 per cent
over 2004, driven in part by the new partnership agreement with Maybank. Earlier
this  year,  the  business  also  entered  into a  distribution  agreement  with
SingPost.  In  Hong  Kong  Prudential's   long-term  partnership  with  Standard
Chartered Bank helped drive good growth against a competitive  market generating
GBP50 million of sales, up 11 per cent over the same period last year.

In Malaysia,  Prudential's  life business has market leading agent  productivity
and a popular range of unit-linked products.  APE sales of GBP29 million were up
38 per cent compared to the first half 2004.

The  Indonesian  operation  posted record  quarterly APE sales of GBP11 million,
exceeding  their  previous  high achieved in the first quarter of 2004 by 22 per
cent,  to generate  GBP21 million in APE sales in the first half of 2005, 40 per
cent above the first half of 2004.

The Taiwanese  life  operation  continues to face a challenging  environment  of
falling  interest  rates,  which are now at historic  lows.  First half 2005 APE
sales of GBP62 million are in line with last year.  Second  quarter APE sales in
Taiwan  increased 52 per cent over the first  quarter  following the launch of a
pensions orientated linked product with a higher investment content.

Total APE sales  contribution  from the  remaining  four  markets of Japan,  the
Philippines,  Thailand and Vietnam are collectively  down 5 per cent,  primarily
due to a slow market in Vietnam. As reported previously,  the development of the
Japanese  life  business has been slower than expected and to reflect this there
has been an impairment of GBP95  million of the  purchased  goodwill  associated
with this business.

In March the first stage of Prudential's  Asian regional  operations  centre was
launched.  Located in Malaysia,  Prudential Services will leverage  Prudential's
increasing  scale  and  presence  in  Asia  to  drive  operating  synergies  and
efficiencies.  The shared  services  operation  and call centre  will  initially
service the Singapore and Malaysia life businesses.

Prudential's Asia strategy remains firmly in place and its focus continues to be
on long term, profitable and sustainable growth.




Fund Management

M&G

                                                                   

                                      Half Year         Half Year
                                           2005              2004       Change
                                           GBPm              GBPm
--------------------------------------------------------------------------------
Gross investment flows                    3,579             2,177           64%
Net Investment flows                      1,680               (90)
Underlying profits before PRF                68                59           15%
Total IFRS operating profit                  83                79            5%
--------------------------------------------------------------------------------



M&G delivered underlying profits (excluding  performance related fees (PRFs)) of
GBP68 million in the first half of 2005, a 15 per cent increase  compared to the
same period last year.  Excluding  the GBP7 million of one-off items in the 2004
result,  underlying  operating  profits  were 31 per cent higher than last year.
This reflects M&G's  strengths in retail fund  management,  institutional  fixed
income, pooled life and pension funds, property and private finance, allied with
a continued focus on cost control.

Total  operating  profit of GBP83 million was 5 per cent higher than 2004,  with
growth at the  underlying  level being offset by lower PRFs.  It should be noted
that although the GBP15 million of PRFs earned in the first half of 2005 is down
compared to GBP20  million in 2004,  it still  represents  an  unusually  strong
result,  driven  as before  primarily  by  private  equity  realisations  by PPM
Capital. Income from PRFs is expected to be significantly lower in future years.

M&G  delivered  record gross retail fund inflows of GBP1.6  billion in the first
half of 2005, more than double the previous year. The core UK operation produced
gross fund inflows up 48 per cent on last year at GBP686  million as a result of
its retail brand presence,  good fund performance and diversified  product range
in equities, fixed income and property.  Robust growth was also generated in the
international  businesses,  with gross  inflows more than tripling on last year.
Total net retail  fund  inflows of GBP448  million  were six times those of half
year 2004.

M&G's institutional  businesses  delivered gross fund inflows of GBP2.0 billion,
up 43 per cent on last  year.  This was  boosted  by a one-off  contribution  of
GBP967 million from Prudential Property Investment Managers (PruPIM), related to
the  transfer  of 50 per cent of  Prudential's  economic  interests  in three UK
shopping  centres into new external  vehicles which PruPIM  continues to manage.
M&G's scale and strong market  position in fixed income and private  finance was
demonstrated   by  the   successful   launch  to  external   investors   of  two
Collateralised  Debt  Obligations  (CDOs) of EUR445 million  collectively.  This
brings the total number of CDOs launched since 2001 to eight. These strong gross
flows were also  reflected in net  institutional  sales of GBP1.2 billion in the
first half of 2005,  compared  to a net  outflow of GBP164  million in the first
half of 2004.




Asia Fund Management

                                                              

                        Half Year    Half Year              Half Year
                                           CER    Change          RER    Change
                             2005         2004                   2004
                             GBPm         GBPm                   GBPm
--------------------------------------------------------------------------------
Net investment flows          698          697         0%         677         3%
Total IFRS operating            2           10       (80%)         10       (80%)
profit*                   
--------------------------------------------------------------------------------




* IFRS operating  profit in 2005 was GBP12  million,  offset by GBP10 million of
exceptional charges related to bond funds in Taiwan

Period-on-period comparisons of financial performance are on a Constant Exchange
Rate (CER) basis, unless otherwise stated

Funds  under  management  in Asia at the half year  increased  by 33 per cent to
GBP9.7 billion over the year-end 2004 with net inflows of GBP698 million in line
with the first half of 2004. The fund  management  business  continues to expand
its  geographic  presence  with the launch of a new  operation in Vietnam.  Both
asset  management  businesses in Japan and Korea delivered strong results and in
May  2005  Morningstar  ranked  PCA  Asset  Management  Japan as one of the five
fastest  growing fund  management  businesses  in Japan for the six months to 31
March 2005.

The  Prudential  ICICI  Asset  Management  Company  joint  venture  in India has
increased  its  funds  under  management  to US$4  billion.  Earlier  this  year
Prudential's  joint venture  partner agreed to purchase an additional 6 per cent
share of Prudential ICICI Asset Management Company.  The transaction is expected
to complete  later this year and will bring ICICI  Group's  share to 51 per cent
while Prudential will hold 49 per cent.

The Taiwanese  business has  experienced  a  substantial  decline in funds under
management  over the last year due to high levels of market  redemptions in bond
funds,  particularly  foreign managed funds.  Prudential Taiwan restructured its
bond portfolios to enhance  liquidity during the first half of 2005 and this has
given  rise to a  one-off  exceptional  charge  of GBP10  million  to  operating
profits.




BANKING

Egg
                                                                   

                                             Half Year     Half Year
                                                  2005       2004 **    Change
                                                  GBPm          GBPm
--------------------------------------------------------------------------------
IFRS Operating Profit from Continuing
Operations *
UK banking business                                 23            36       (36%)
Other                                              (10)           (3)     (233%)
--------------------------------------------------------------------------------
                                                    13            33       (61%)
--------------------------------------------------------------------------------

Net interest income *                              146           145         1%
--------------------------------------------------------------------------------
Non-interest income *                              105            94        12%
--------------------------------------------------------------------------------


* Continuing operations - excludes Egg France and Funds Direct.

** 2004 comparatives  restated to IFRS basis,  except for adjustments for IAS 32
and IAS 39 which have been adopted from 1 January 2005.

Egg's core UK banking  operation  delivered  a profit of GBP23  million  for the
first half of 2005,  compared  with GBP36  million  for the same period in 2004.
Revenues  from the UK business  grew five per cent over the same period in 2004,
primarily  reflecting  the  increased  revenues  earned  from  the  credit  card
business.  The credit card business has performed  well,  with balance growth of
five per cent for the  first  half of 2005,  compared  with two per cent for the
industry.

The  growth in  revenue  from the card  business  was  partly  offset by reduced
commission  income from sales of associated  insurances on loans.  This reflects
that, as planned, personal loan disbursements have slowed down in the first half
of 2005 from the record  level  achieved  in 2004  following  Egg's  decision to
tighten its lending criteria.

In comparison  with the same period in 2004, the impairment  charge on loans and
advances to customers  also  increased in the first half of 2005,  driven by the
growth in  unsecured  lending  balances and the stage of life cycle of the book.
Credit quality  remains strong and the impairment  charge for the second quarter
of 2005 reduced slightly from the previous quarter.

Egg's total  profit from  continuing  operations  for the first half of 2005 was
impacted by a GBP10 million  restructuring charge. This process was completed in
the second quarter of 2005. The aim of the  reorganisation was to align the cost
base with Egg's strategy to focus on its core UK business with estimated  annual
savings of GBP12 million.

The exit process from France was completed in the first  quarter this year.  The
total costs incurred were lower than the provision  established in July 2004 and
GBP5 million of this was released in the first quarter.  During 2005, Egg closed
Funds Direct,  its  investment  wrap platform  business and provided for an exit
charge of GBP3 million.

FINANCIAL REVIEW

SALES AND FUNDS UNDER MANAGEMENT

Prudential  delivered  strong  sales  growth  during the first half of 2005 with
total new  insurance  sales up 45 per cent to GBP8 billion at constant  exchange
rates (CER).  This resulted in insurance  sales of GBP1.1  billion on the annual
premium  equivalent (APE) basis, an increase of 34 per cent on 2004. At reported
exchange rates (RER), APE sales were up 33 per cent on the half year of 2004.

Total gross investment sales were GBP13.2 billion, up 8 per cent on 2004 at CER.
Net  investment  sales of GBP2.5  billion  were over three times net  investment
sales in 2004 at CER.  Strong  gross  inflows  across a number of  markets  were
offset by the high level of redemptions in Taiwan.

Total  investment  funds under  management  increased by 12 per cent at RER from
GBP37.1  billion  at 31  December  2004,  to  GBP41.7  billion  at 30 June 2005,
reflecting  net  investment  flows of GBP2.5  billion  and net  market and other
movements of GBP2.1 billion.

At 30 June 2005,  funds under  management were GBP214 billion,  an increase of 9
per cent from 2004 year end at RER, as a result of strong inflows and favourable
market movements.

ACHIEVED PROFITS BASIS OPERATING PROFIT

Total  achieved  basis  operating  profit from  continuing  operations of GBP834
million  was up 31 per cent at both CER and RER  reflecting  strong  growth from
Prudential's insurance and fund management businesses.



                                                              

                        Half Year    Half Year              Half Year
                                           CER    Change          RER    Change
                             2005         2004*                  2004*
                             GBPm         GBPm                   GBPm
--------------------------------------------------------------------------------
NBAP                          413          302        37%         305        35%
Business in-force             412          327        26%         326        26%
--------------------------------------------------------------------------------
Long-term business            825          629        31%         631        31%
Asia development               (8)          (9)       11%         (10)       20%
expenses
Other operating                17           18         6%          17        13%
results                   
--------------------------------------------------------------------------------
Total                         834          638        31%         638        31%
--------------------------------------------------------------------------------



*Achieved profits basis results have been restated for the consequential  impact
of the adoption of International Financial Reporting Standards at 1 January 2004
together with the discretionary change for the basis of determining  longer-term
investment returns as disclosed on 2 June 2005.

Group NBAP from  long-term  business of GBP413 million was up 37 per cent on the
prior year at CER,  reflecting strong growth across all regions:  up 81 per cent
in the UK,  up 29 per  cent in the US and up 13 per cent in  Asia.  The  Group's
average new  business  margin  increased  from 36 per cent for the first half of
2004 to 37 per cent for the first half of 2005.

During the first half of 2004,  62 per cent of the  Group's  NBAP was  generated
from its overseas operations.

Total in-force  achieved  profit of GBP412 million was up 26 per cent on 2004 at
both  CER  and  RER.  This  resulted  from  strong  growth  in the US and  Asian
operations offset by a fall in the UK.

UK and Europe Insurance Operations

Achieved  profits basis operating  profit of GBP182 million was down 24 per cent
on 2004.

New business  achieved  profit of GBP159 million was up 81 per cent on the first
half of  2004,  reflecting  both a 50 per  cent  increase  in APE  sales  and an
increase in NBAP margin from 25 per cent in 2004 to 30 per cent in 2005.

The  increase  in  margin  primarily  reflects  a  favourable  sales mix and the
positive effect of economic  assumptions  offset by lower annuity yield margins.
The favourable  sales mix reflects the increased  annuity  sales,  including the
Phoenix  Life and  Pensions  bulk  annuity  transaction  and lower sales of less
profitable pensions offset by increased unit-linked bond sales.  Notwithstanding
the current  performance  achieved in the first half of 2005,  some reduction in
overall  margin from the 2004 year end level is still expected for the full-year
2005 due to changing product mix as Prudential UK builds its  shareholder-backed
business.

The  weighted  average  post-tax  Internal  Rate of Return  (IRR) on the capital
allocated to new business growth in the UK for the first half of 2005 was 13 per
cent. This remains in line with the target of 14 per cent for the 2007 financial
year.

In-force  profit of GBP23  million  was 85 per cent lower than the first half of
2004 reflecting a GBP132 million charge in relation to an assumption change.

The GBP132 million charge  reflects a strengthening  of persistency  assumptions
across a number of products,  primarily in respect of with-profits bonds. In the
case of PruBond,  which accounts for a significant  proportion of the assumption
change,  Prudential  expected  surrenders to fall after the bonus declaration in
February  2005. In the event,  following the bonus  declaration,  customers have
continued  to  surrender  their  policies  leading  to a  strengthening  of  the
assumption by 40 per cent. The assumption changes reflect  Prudential's  current
experience and, post tax,  represent 3 per cent of the overall embedded value of
the UK business. Prudential continues actively to manage the conservation of the
in-force book.

US Operations

In the US,  achieved  operating  profit  from  long-term  operations  was GBP417
million, up 94 per cent at CER and up 88 per cent at RER from the prior year.

At CER, new business achieved profit increased by 29 per cent to GBP102 million,
reflecting  an 18 per cent  increase in APE sales and an increase in margin from
34 per cent to 37 per cent at the half  year.  At RER,  NBAP was up 24 per cent.
The increase in margin reflects  increased  profitability from the re-pricing in
May 2004 of JNL's unbundled VA 'Perspective II', and increased GIC profitability
due to longer average  maturities  available on contracts sold in the first half
of 2005. In addition  there has been an increase in spread  assumption for Fixed
Index Annuities,  from the long-term  assumption of 175bps to 190bps  reflecting
the spread being achieved.

For JNL,  the average  IRR on new  business in the first half of 2005 was 13 per
cent.

At CER,  the  in-force  profit for the half year  increased  significantly  from
GBP136  million in the prior year to GBP315  million.  At RER,  in-force  profit
increased from GBP140 million to GBP315 million.  This increase is primarily due
to a favourable  spread  variance of GBP44  million and an operating  assumption
change  following  price  increases  introduced  on two older books of term life
business (GBP141 million).

As a discretionary change of accounting policy,  implemented at the same time as
the adoption of IFRS,  the Group has  replaced  the previous  basis of five year
averaging of gains and losses on bonds with a method that more closely  reflects
longer-term returns.

On the new basis,  longer-term  returns on fixed income securities  comprise two
elements.  The first element is a risk margin reserve (RMR) charge for long-term
default experience of GBP27 million for the half year 2005. The present value of
future RMR  charges is  reflected  in the  opening  embedded  value.  The second
element is amortisation of GBP26 million of interest  related realised gains and
losses. These gains and losses are amortised to operating profit over the bonds'
original maturities.

The  excess or  deficit of actual  realised  gains and  losses for fixed  income
securities  for the  period  over these  components  of  longer-term  returns is
included  in  short-term  fluctuations  in  investment  returns  as  a  separate
component of total profit for the period.

Following  this  change of policy for JNL's  achieved  profits  basis  operating
profit the  component  for  longer-term  returns for fixed income  securities is
expected in the future to be a more stable  feature than on the previous  basis,
which was affected by the  volatility  of realised  gains and losses over a five
year period. Total profit, including actual investment returns, is unaffected by
the change.  Further  details of the change of policy are explained in the notes
to the  Achieved  Profits and IFRS basis  results.  In the six months to 30 June
2005, JNL  experienced a net realised gain of GBP1 million on its corporate bond
portfolio. This is reflected in total achieved basis profit before tax.

Asia Operations

Achieved  profits basis operating  profit from long-term  operations  (excluding
development  and  regional  head office  costs) was GBP226  million for the half
year, up 30 per cent at CER and 34 per cent at RER on half year 2004.

Total  NBAP  increased  by 13 per cent  over the  first  half of 2004 to  GBP152
million,  reflecting  the sales  increase  offset by NBAP margins that decreased
from 54 per cent for the full  year of 2004 to 49 per  cent.  This  decrease  is
driven by a change in geographic mix (reduction of 2 percentage  points) largely
due to a higher  proportion  of new business  from the  relatively  lower margin
markets of Korea and India,  a change of product mix  (reduction of 1 percentage
point)  with an  increased  proportion  of lower  margin  products in Taiwan and
Singapore,  and a change  of  assumptions  (reduction  of 2  percentage  points)
primarily driven by low interest rates in Taiwan.

We expect to be able to maintain  the average  NBAP margins in Asia at or around
current levels given our planned mix of business in 2005.

In-force  operating  profits in Asia of GBP74 million for the first half of 2005
represent an increase of 90 per cent over the same period for 2004 at CER, which
included changes of assumptions.

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

Non-insurance Operations

M&G

M&G's  underlying  profit  before  performance  related  fees  (PRFs)  was GBP68
million,  an  increase  of 15 per  cent  on the  first  half of  2004.  However,
adjusting  the 2004 result for the GBP7  million of one-off  provision  releases
that were disclosed last year, profits improved by GBP16 million or 31 per cent,
over the same period last year. Underlying profits continue to be driven forward
by revenue growth from existing and new business  lines,  including new business
flows,  higher  market  levels in many of the segments in which M&G operates and
the ability to extend existing skills and relationships  into new markets.  This
is combined with a continuing emphasis on cost control.

Total  operating  profit,  including PRF, of GBP83 million was 5 per cent higher
than in 2004, with strong growth at the underlying  level being partly offset by
lower PRFs. In 2005,  M&G earned GBP15  million in PRFs (first half 2004:  GBP20
million),  of which GBP12  million was  contributed  by PPM Capital  (first half
2004:  GBP19  million).  It should be noted that both years are  unusually  high
reflecting the realisation of a series of profitable investments by PPM Capital.
Income from PRFs is expected to be significantly lower in future years.

US broker dealer and fund management businesses

The broker  dealer and fund  management  operations  reported a total  profit of
GBP18  million,  compared  with GBP9  million  in the first  half of 2004.  This
reflects an increase in profits from PPM  America,  arising  primarily  due to a
one-off GBP6 million revaluation of an investment vehicle managed by PPMA.

Curian

Curian  provides  innovative  fee-based  separately  managed  accounts.   Curian
incurred a loss of GBP6  million  compared to a loss GBP11  million in the prior
year, as the business continues to build scale.

Asian fund management business

Profit from the Asian fund  management  operations was GBP2 million for the half
year, down 80 per cent from 2004 on CER,  primarily  reflecting a one-off charge
of GBP10 million  resulting from  restructuring of the bond portfolios in Taiwan
during the first half of 2005.  Excluding this,  operating profit grew by 20 per
cent.

Egg

Egg's  total  continuing  operating  profit for the first half of 2005 was GBP13
million,  compared with GBP33  million in the same period last year.  Impairment
charges on loans and advances to customers  increased in the first half of 2005,
driven by the growth in unsecured  lending  balances and reflecting the stage of
life  cycle of the  book.  Despite  the  strong  revenue  from the  credit  card
business,  the revenue  generated from the  associated  insurances on loans were
lower than the same period in 2004, reflecting the planned reduction in personal
loan disbursements compared to the record level achieved in 2004 following Egg's
decision to tighten its lending criteria.

Egg's total profit was further impacted by a GBP10 million restructuring charge.
The aim of the  restructuring  was to align the cost base with Egg's strategy to
focus on its  core UK  business  and the  estimated  annual  savings  from  this
reorganisation are GBP12 million.

Other

Asia's  development  expenses  (excluding the regional head office expenses) for
the half year  decreased by 11 per cent at CER to GBP8  million,  compared  with
GBP9  million  in  2004.  These   development   expenses   primarily  relate  to
repositioning the insurance operation in Japan.

Other net  expenditure  of GBP93 million  compared to GBP102  million in 2004 at
CER.  This  reflected  an increase in  investment  return and other  income as a
result of the  interest  earned on the net  proceeds  from the 2004 rights issue
offset by higher  interest  payable and head  office  costs.  Head office  costs
(including Asia regional head office costs of GBP14 million) were GBP50 million,
up GBP10 million on 2004 at CER. The increase  mainly  reflects the  substantial
work being undertaken for the implementation of IFRS,  European Embedded Values,
Sarbanes Oxley and other regulatory costs.

Total  Achieved  Profits  Basis - Result  Before Tax for  Continuing  Operations
(Period-on-period comparisons below are based on RER)

Total Achieved Profit before tax and minority interests was GBP816 million up 26
per cent  from  GBP650  million  in the first  half of 2004.  This  reflects  an
increase in operating profit from GBP638 million to GBP834 million together with
a favourable movement of GBP381 million in short-term fluctuations in investment
returns from negative GBP76 million to positive GBP305  million.  This is offset
by a negative movement of GBP241 million due to changes in economic assumptions;
an adverse  movement of GBP75  million in actuarial  gains and losses on defined
benefit  pension  schemes from positive  GBP67 million for the half year 2004 to
negative GBP8 million for the half year 2005; and a goodwill  impairment  charge
of GBP95 million.

The UK component of  short-term  fluctuations  in  investment  returns of GBP275
million reflects the difference between an actual investment return delivered in
the first  half of 2005 for the  with-profits  life fund of 7.4 per cent and the
long-term assumed return of 3.3 per cent for the half year.

The US short-term  fluctuations in investment returns of GBP11 million include a
positive  GBP42 million in respect of the difference  between actual  investment
returns and long-term returns included in operating  profit.  For the first half
of 2005,  the primary  factor was a return in excess of  assumptions  on limited
partnership  investments.  It also includes a negative GBP31 million in relation
to changed  expectations of future  profitability  on variable  annuity business
in-force  due to the  actual  separate  account  return  being  lower  than  the
long-term return reported within operating profit.

In  Asia,  short-term  investment  fluctuations  were  positive  GBP29  million,
compared with negative GBP38 million last year. These gains mainly reflect lower
bond yields in Taiwan and the resulting unrealised gains.

Negative  economic  assumption  changes of GBP220  million in 2005 compared with
positive  economic  assumption  changes  of  GBP21  million  in  2004.  Economic
assumption  changes  in 2005  comprised  negative  GBP11  million  in the UK and
negative GBP230 million in Asia offset by positive GBP21 million in the US.

In the UK,  economic  assumption  changes of negative  GBP11 million  reflect an
increase in the future  investment return assumption and an increase in the risk
discount rate. An increase in the equity premium from 2.5 per cent to 3 per cent
was offset  partly by a decrease in the 15 year gilt rate.  This has resulted in
an overall  movement in the risk  discount rate from 7.2 per cent at 31 December
2004, to 7.3 per cent.

US economic  assumption  changes of GBP21 million primarily reflect the decrease
in the risk  discount  rate  following a fall in the 10 year treasury bond rate,
offset by reductions in the projected fund earned and crediting rates.

Asia's negative economic assumption change of GBP230 million reflects the effect
of lower bond yields in Taiwan and other markets, which necessitated a reduction
in fund earning rate assumptions.

The  negative  charge of GBP8  million  for  actuarial  gains and  losses on the
Group's defined benefit pension  schemes  reflects the  consequential  impact of
accounting  for these schemes on a basis  consistent  with that applied for IFRS
reporting.  The actuarial gains and losses reported for Achieved Profits reflect
the amounts attributable to shareholders,  including the 10 per cent interest of
the deficits attributable to the PAC with-profits funds. The movements primarily
reflect short-term  volatility in the values of the scheme assets and changes in
market bond rates that are used for  discounting  projected  future benefit cash
flows.

Total Achieved Profits Basis - Result After Tax for Continuing Operations

Profit after tax and minority  interests was GBP511 million compared with GBP424
million in 2004. The tax charge of GBP300 million  compares with a tax charge of
GBP215  million  in the  first  half of 2004.  Minority  interests  in the Group
results were negative GBP5 million.

The  effective  tax rate at an  operating  profit  level was 29 per  cent.  This
compares with  effective  rates on the operating  profits for the 2004 half year
and full year of 30 per cent and 28 per cent  respectively.  The  effective  tax
rate at the total  achieved  profit  level of 37 per cent was higher than the 29
per cent  effective  rate on  operating  profit  primarily  due to the effect of
impairment  of goodwill  (which does not attract tax relief),  and the impact of
short-term   fluctuations   in  investment   returns  and  changes  in  economic
assumptions not all of which are tax affected.

EUROPEAN EMBEDDED VALUE BASIS REPORTING

Prudential  believes 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  Forum's  European  Embedded  Value (EEV)
Principles, Prudential will adopt EEV methodology for its 2005 year-end results.
This will replace the Achieved Profits basis, the current supplementary basis of
reporting.  The effect of implementation of EEV was outlined in the announcement
on 2 June 2005.

The main impact on the results,  compared to the Achieved Profits basis,  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.

STATUTORY BASIS RESULTS

Impact of IFRS basis reporting

Prudential is required to implement  International Financial Reporting Standards
(IFRS) from a restated  opening  position as at 1 January  2004.  Details of the
effects of the changes are included in the notes to the financial statements and
were  announced on 2 June 2005. The three areas of change that are of particular
relevance to Prudential's results are:

- Altered profit recognition for UK and Europe unit-linked business,

- Altered valuation bases for JNL derivatives and fixed income
  securities, and

- Recognition of the shareholders' share of deficits on defined benefit
  pension schemes in shareholders' equity.

The Group has also applied a discretionary  change of accounting treatment which
relates  to the basis of  determining  longer-term  returns  for fixed  interest
securities included in operating profits.  Total profit before tax is unaffected
by this change.

Operating profits have not been  significantly  altered by the implementation of
IFRS.  However,  total  profit  before  tax  now  includes  value  movements  on
derivatives that JNL uses for economic hedging together with actuarial gains and
losses on the Group's defined benefit  pension  schemes,  and are expected to be
more volatile as a result. In addition,  IFRS basis  shareholders' funds will be
more volatile  from period to period for market value  movements on fixed income
securities of JNL which are classified as available for sale.

Prudential does not expect the adoption of IFRS to have a significant  impact on
its business or its underlying financial position.

Basis of presentation

IFRS has been  implemented  such that IAS 32 and IAS 39 (dealing with  financial
instruments)  apply from 1 January 2005 rather than the beginning of 2004.  This
is the approach  taken by most of the banking  industry and reflects the Group's
ownership  of Egg.  IFRS 4,  Insurance  Contracts,  has also been applied from 1
January 2005. The Group's statutory IFRS basis financial statements reflect this
basis of application.

Prudential's approach to IAS 39 adoption is however,  important to the reporting
and  understanding of the Group's  insurance  businesses,  particularly for JNL.
Included within this report as supplementary  information are 'Proforma' results
that reflect the effects of IFRS 4 and IAS 39 had these  standards  been applied
to Prudential's insurance operations in 2004.

INTERNATIONAL FINANCIAL REPORTING STANDARDS

IFRS Basis Operating Profits (based on longer term investment returns)

Total operating profit before tax, based on longer-term  investment  returns for
continuing operations on the IFRS basis was GBP469 million,  GBP95 million up on
the  proforma  IFRS  basis  result  for the first  half of 2004 at CER.  At RER,
operating profit was up GBP94 million.



                                                            

                                    Proforma*              Proforma*
                       Half Year    Half Year              Half Year
                                          CER    Change          RER    Change
                            2005         2004                   2004
                            GBPm         GBPm                   GBPm
--------------------------------------------------------------------------------
Insurance business
UK and Europe                187          153        22%         153        22%
US                           157          153         3%         157         0%
Asia                         116           59        97%          58       100%
Asia development              (8)          (9)       11%         (10)       20%
expenses                 
--------------------------------------------------------------------------------
                             452          356        27%         358        26%
--------------------------------------------------------------------------------
Fund management
business
M&G                           83           79         5%          79         5%
US broker dealer and          18            9       100%           9       100%
fund management
Curian                        (6)         (11)       45%         (11)       45%
Asia fund                      2           10       (80%)         10       (80%)
management                
--------------------------------------------------------------------------------
                              97           87        11%          87        11%
--------------------------------------------------------------------------------
Banking
Egg (UK)                      13           33       (61%)         33       (61%)
--------------------------------------------------------------------------------
Other income and             (93)        (102)        9%        (103)       10%
expenditure             
--------------------------------------------------------------------------------
Operating profits            469          374        25%         375        25%
from continuing         
operations
--------------------------------------------------------------------------------


* The  comparative  IFRS results shown above are prepared on a 'proforma'  basis
which reflects the estimated effect on the 2004 results as if IAS 32, IAS 39 and
IFRS4 had been applied from 1 January 2004 to the Group's  insurance  operations
together with the discretionary change for the basis of determining  longer-term
investment returns, as disclosed on 2 June 2005.

In UK and Europe,  IFRS operating profit was GBP187 million in 2005, an increase
of 22 per cent on 2004.  This reflected an GBP8 million  increase in profit from
the with-profits fund,  reflecting bonus rates announced in February 2005 and an
increase in annuity sales.

The US operations' result of GBP169 million, which is based on US GAAP, adjusted
where  necessary  to  comply  with  IFRS and the  Group's  basis  of  presenting
operating profit based on longer-term  investment returns, was up 12 per cent on
the proforma 2004 result at CER. At RER,  operating  profit based on longer-term
investment  returns  for  continuing  operations  was 9 per cent higher than the
proforma basis 2004 result.

In determining the US results,  longer-term  returns for fixed income securities
reflect the altered basis which is to incorporate an RMR charge for  longer-term
defaults and amortisation of interest related realised gains and losses.

The US result of GBP169  million,  up 12 per cent on the proforma 2004 result at
CER, reflects increased spread and fee income offset by higher DAC amortisation,
together with increased  profits from PPMA. The 2004 half year result  benefited
from two one-off  items, a favourable  legal  settlement of GBP28 million (GBP20
million after related change to amortisation of deferred  acquisition costs) and
a positive  GBP7  million  adjustment  arising  from the  adoption  of SOP 03-01
'Accounting and Reporting by Insurance  Enterprises for Certain  Non-Traditional
Long Duration Contracts and for Separate Accounts'. In 2005 the increase in PPMA
profits  arose  primarily  due  to a  one-off  GBP6  million  revaluation  of an
investment vehicle managed by PPMA.

In Asia,  IFRS profits  increased to GBP118 million from GBP69 million at CER in
2004  (excluding  development  and regional head office costs).  This includes a
contribution of GBP34 million from exceptional  items, of which the largest is a
one-off  reserve  release  due  to the  introduction  of a  risk  based  capital
regulatory framework in Singapore. This result also reflects the steady increase
in  the  operating  profit  from  the  established  life  insurance   operations
(Singapore,  Malaysia and Hong Kong) of GBP57  million for the half year as well
as the Indonesian and Vietnamese  life  businesses  starting to make  meaningful
contributions.

IFRS basis - total profit before tax for continuing operations (Period-on-period
comparisons below are based on RER)

Total IFRS basis profit  before tax and minority  interests  for 2005 was GBP460
million.  This compares with GBP488  million on the proforma  basis for the half
year 2004. The decrease  reflects:  growth in operating profit of GBP94 million;
an improvement in short-term fluctuations in investment return, up GBP29 million
from the first  half of 2004 to  positive  GBP94  million;  offset by a goodwill
impairment charge of GBP95 million in relation to the Japanese Life business and
a GBP56 million  negative  movement  from the prior year in actuarial  gains and
losses attributable to  shareholder-backed  operations in respect of the Group's
defined benefit pension schemes.

The  development of the Japanese life business has been slower than expected and
to  reflect  this  there  has  been  an  impairment  of the  purchased  goodwill
associated with this business by GBP95 million to GBP25 million.

A  primary  component  of  the  GBP94  million  of  short-term  fluctuations  in
investment  returns is for value movements in JNL's derivative book.  Prudential
has  chosen  not to seek to  attempt  to hedge  account  under  IAS 39 for these
derivatives.  To do so would  have  required  changes  to the way JNL manage its
assets and  liabilities  which the Group  believes  would not be in the economic
interests of the business.

For 2005,  value  movements  on JNL's  derivatives  contributed  positive  GBP36
million to the GBP94  million of total  short-term  fluctuations  in  investment
returns.  This  compares with positive  GBP92  million of JNL  derivative  value
movement within  proforma IFRS basis 2004 short-term  fluctuations in investment
returns.

IFRS basis - total profit after tax for continuing operations

Profit after tax and minority  interests was GBP299 million compared with GBP307
million  in 2004.  The  effective  rate of tax on  operating  profits,  based on
longer-term investment returns, was 29 per cent. This compares with an effective
rate of 31 per cent for half year 2004 and 30 per cent for full year 2004 on the
proforma basis.

The  effective  rate of tax at the total IFRS  profit  level for 2005 was 34 per
cent. This compares with an effective rate of 35 per cent for half year 2004 and
29 per cent for full year 2004 on the proforma basis.

EARNINGS PER SHARE

Earnings per share based on achieved profit basis operating profit after tax and
related minority  interests were 25.2 pence,  compared with a restated figure of
21.1  pence  for the 2004 half  year.  Earnings  per share on an IFRS  operating
profit basis after tax and related  minority  interests were 14.0 pence compared
with a  restated  figure of 12.2  pence  for the 2004 half year on the  proforma
basis.

Basic earnings per share, based on total achieved profit basis profit, were 21.7
pence  compared  with a  restated  figure of 19.8  pence for the 2004 half year.
Basic  earning per share,  based on total IFRS  profit were 12.7 pence  compared
with a  restated  figure of 14.2  pence  for the 2004 half year on the  proforma
basis.

DIVIDEND PER SHARE

The interim  dividend per share of 5.3 pence represents a 2 per cent increase on
the 2004 interim  dividend of 5.19 pence (as  restated for the bonus  element of
the October 2004 rights issue) and will be paid on 28 October 2005. We intend to
maintain our current  dividend  policy,  with the level of dividend growth being
determined after  considering the  opportunities to invest in those areas of our
business offering attractive growth prospects, our financial flexibility and the
development of our statutory profits over the medium to long-term.

SHAREHOLDERS' FUNDS

On the achieved profits basis,  which recognises the  shareholders'  interest in
long-term  businesses,  shareholders' funds at 30 June 2005 were GBP9.3 billion,
an increase of GBP0.5  billion from the 2004 year end level after  restating for
relevant  IFRS  changes.  This 6 per cent  increase  primarily  reflects:  total
achieved  profits basis  operating  profit of GBP834  million;  a GBP305 million
favourable movement in short-term  fluctuations in investment  returns;  and the
positive  impact of GBP242 million for foreign  exchange  movements.  These were
offset  by: a GBP220  million  negative  movement  due to  changes  in  economic
assumptions; a tax charge of GBP300 million; dividend payments of GBP213 million
made to shareholders (net of scrip dividend); and the impairment charge of GBP95
million in respect of  purchased  goodwill  associated  with the  Japanese  life
business.

Statutory IFRS basis  shareholders'  funds at 30 June 2005 were GBP5.0  billion.
This  compares with GBP4.8  billion on the proforma  IFRS basis,  at 31 December
2004. The increase  primarily  reflects:  profit after tax of GBP300 million and
positive  foreign  exchange  movements  of GBP183  million,  offset by  dividend
payments to shareholders (net of scrip dividend) of GBP213 million.

CASH FLOW

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



                                                                      
                                                     Half Year       Half Year
                                                          2005            2004
                                                          GBPm            GBPm
--------------------------------------------------------------------------------
Cash remitted by business units
UK life fund transfer*                                     194             208
Asia                                                        58              62
M&G                                                         27              38
--------------------------------------------------------------------------------
Total cash remitted to group                               279             308

Net interest paid                                          (54)            (77)
Dividends paid                                            (252)           (214)
Scrip dividends and share options                           40              61
--------------------------------------------------------------------------------
Cash remittances after interest and dividends               13              78

Tax received                                                36               -
Corporate activities                                       (36)            (30)
--------------------------------------------------------------------------------
Cash flow before investment in businesses                   13              48

Capital invested in business units
UK and Europe                                               (9)            (28)
Asia                                                       (80)            (88)
--------------------------------------------------------------------------------
Decrease in cash                                           (76)            (68)
--------------------------------------------------------------------------------


* in respect of prior year's bonus declarations


The Group holding  company  received  GBP279  million in cash  remittances  from
business units in the first half of 2005 (2004:  GBP308 million)  comprising the
shareholders statutory life fund transfer of GBP198 million relating to the 2004
bonus  declarations,  of which GBP194  million was remitted from the UK and GBP4
million from Asia,  together with other  remittances from  subsidiaries of GBP81
million.  Prudential  expects the life fund transfer to continue broadly at this
level.

In the second half of 2005 a GBP100 million special dividend is due from the PAC
shareholders'  funds  in  respect  of  profits  arising  from  earlier  business
disposals, and an estimated payment of $150 million is expected from JNL.

After net  dividends  and  interest  paid,  there was a net cash inflow of GBP13
million (2004:  GBP78 million).  The Group holding company paid GBP36 million in
respect of corporate activities during the first half of 2005 and received GBP36
million in respect of tax.

The group invested GBP89 million (2004: GBP116 million) during the first half of
the year, including GBP9 million in its UK operations and GBP80 million in Asia.
Net  investment in Asia was GBP91 million for the 2004 full year and is expected
to remain  broadly  the same in 2005.  Prudential  continues  to expect that its
Asian  operations  will be a net  capital  provider  to the  Group in 2006.  The
capital  requirement  for the UK business is expected to be up to GBP250 million
for 2005. The UK business has managed its capital  efficiently in the first half
of 2005  but we  expect  it to draw  significantly  more  capital  in line  with
expectations in the second half of the year.

In  aggregate,  the first six  months  of 2005 saw a  decrease  in cash of GBP76
million (2004: GBP68 million).

SHAREHOLDERS' BORROWINGS AND FINANCIAL FLEXIBILITY

Net core structural  borrowings at 30 June 2005 were GBP1,364  million  compared
with GBP1,236 million at 31 December 2004. This reflects the net cash outflow of
GBP76 million and exchange conversion losses of GBP52 million.

The Group also has access to GBP1,400 million committed bank facilities provided
by 14 major  international  banks  and a  GBP500  million  committed  securities
lending liquidity facility.

The Group is funded centrally,  except for Egg, which is responsible for its own
financing.  The  Group's  core  debt is  managed  to be  within a  target  level
consistent with its current debt ratings. At 30 June 2005, the gearing ratio, on
an achieved  profits  basis  including  hybrid debt (net of cash and  short-term
investments) was 13 per cent compared with 12 per cent at 31 December 2004.

Prudential  plc enjoys strong debt ratings from  Moody's,  Standard & Poor's and
Fitch Ratings.  Prudential's  long-term senior debt is rated A2 (stable outlook)
by Moody's, AA- (negative outlook) by Standard & Poor's and AA- (stable outlook)
by Fitch Ratings.  Prudential's  short-term debt is rated as P-1 by Moody's, A1+
by Standard & Poor's and F1+ by Fitch Ratings.

Based on the achieved profits basis operating profit from continuing  operations
and interest payable on core structural borrowings,  interest cover was 11 times
for the first half of 2005 compared with 10 times for the first half of 2004.

In July 2005, US$300 million of perpetual subordinated capital securities priced
at 6.5 per cent were raised via a US retail  offer.  The  proceeds of this issue
qualify as Group regulatory  capital for Financial Groups Directive purposes and
will be used to repay the non-qualifying  GBP150 million senior debt maturing in
2007.  This  issuance  of  hybrid  debt  capital  remains  part of  Prudential's
financing plan as set out in the 2004 annual report.

FUNDS UNDER MANAGEMENT

Funds under management  across the Group at 30 June 2005 totalled GBP214 billion
compared with GBP197  billion at 31 December  2004.  The total  includes  GBP177
billion of Group internal  funds under  management and GBP37 billion of external
funds under management.

UNALLOCATED SURPLUS OF WITH-PROFITS FUNDS

The  accounting  basis of recognition of surpluses in the PAC long-term fund has
altered for the main PAC with-profit  funds.  For 2004 reporting the unallocated
surplus,  previously known as the Fund for Future Appropriations (FFA) reflected
the excess of assets  over  liabilities  of the fund with  technical  provisions
being determined on a basis  consistent with the Peak 1 regulatory  approach and
with deferral of acquisition  costs.  The Peak 1 basis reflects bonuses declared
to date with no explicit valuation of guarantees and options.  For 2005, as part
of the  implementation  of  IFRS  4,  the  Group  has  effectively  adopted  the
provisions of the UK reporting standard FRS 27 (Life Assurance).

FRS 27 follows closely the  requirements of the FSA's new realistic  regime with
the following key features for the UK regulated with-profits funds:

- De-recognition of deferred acquisition costs

- Establishing realistic liabilities that reflect policyholder benefits

  based on asset shares (i.e. including projected future bonuses), and
- Explicitly valuing product options and guarantees on a market
  consistent basis.

Under FRS 27 the liabilities are adjusted to exclude the shareholders'  share of
future  cost of bonuses  that is  recognised  for  regulatory  purposes,  with a
corresponding  increase to the unallocated surplus.  After these adjustments and
IFRS measurement changes the unallocated surplus of the PAC with-profits fund at
the 1 January 2005 was GBP8.0 billion.

At 30 June 2005, the PAC unallocated  surplus was GBP8.8 billion.  The change of
GBP0.8 billion in the unallocated  surplus of the PAC with-profit fund between 1
January 2005 and 30 June 2005 reflects the return on the assets representing the
surplus; and the reduced cost of the product guarantees.

FINANCIAL STRENGTH OF THE UK LONG-TERM FUND

United Kingdom

The fund is very  strong with an  inherited  estate  measured on an  essentially
deterministic  valuation  basis  estimated to be around GBP7.3 billion  compared
with approximately GBP6.5 billion at the end of 2004. On a realistic basis, with
liabilities  recorded on a market  consistent basis, the free assets of the fund
are estimated to be valued at around GBP6.3  billion  before a deduction for the
risk capital margin.

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

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

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

PRUDENTIAL PLC 2005 UNAUDITED INTERIM RESULTS

RESULTS SUMMARY


                                                                    
                                      
Achieved Profits Basis Results             
following implementation of                            Restated        Restated
International Financial               Half Year       Half Year       Full Year
Reporting Standards ("IFRS")               2005            2004            2004
                                           GBPm            GBPm            GBPm
-------------------------------------------------------------------------------
UK and Europe Insurance                    182              240             450
Operations
M&G                                         83               79             136
Egg                                         13               33              61
-------------------------------------------------------------------------------
UK and Europe Operations                   278              352             647
US Operations                              429              220             413
Asian Operations                           228              179             391
Other Income and Expenditure              (101)            (113)           (212)
(including Asia development
expenses)
-------------------------------------------------------------------------------
Operating profit from                      834              638           1,239
continuing operations based on
longer-term investment returns
before exceptional items
Goodwill impairment charge                 (95)               -               -
Short-term fluctuations in                 305              (76)            587
investment returns
Shareholders' share of                      (8)              67             (12)
actuarial gains and losses on
defined benefit pension
schemes
Effect of changes in economic             (220)              21            (100)
assumptions                          
-------------------------------------------------------------------------------
Profit on ordinary activities              816              650           1,714
from continuing operations           
before tax
-------------------------------------------------------------------------------
Operating earnings per share              25.2p            21.1p           41.5p
from continuing operations
after minority interest
Basic earnings per share                  21.7p            19.8p           53.3p
Shareholders' funds, excluding        GBP9.3bn          GBP7.2bn        GBP8.8bn
minority interest                 
-------------------------------------------------------------------------------

IFRS Basis Results
                                     Half Year       Half Year        Full Year
                                          2005            2004             2004
Statutory IFRS basis results              GBPm            GBPm             GBPm
------------------------------------------------------------------------------- 
Total profit after tax for the             300             233              517
period after minority
interest
Basic earnings per share                  12.7p           11.2p            24.4p
Shareholders' funds, excluding         GBP5.0bn        GBP3.4bn         GBP4.5bn
minority interest                     
------------------------------------------------------------------------------- 

Supplementary IFRS basis                  Based on      Based on      Based on
information                         statutory IFRS proforma IFRS proforma IFRS
                                      results Half  results Half  results Full
                                         Year 2005     Year 2004     Year 2004
                                              GBPm          GBPm          GBPm
------------------------------------------------------------------------------- 
Operating profit from continuing               469           375           699
operations based on longer-term
investment returns before exceptional
items
Total profit after tax for the period          300           294           602
after minority interest
Operating earnings per share from             14.0p         12.2p         22.7p
continuing operations after minority
interest
Basic earnings per share                      12.7p         14.2p         28.4p
Shareholders' funds, excluding             GBP5.0bn      GBP3.4bn      GBP4.8bn
minority interest                         
------------------------------------------------------------------------------- 
                                     Half Year       Half Year       Full Year
                                          2005            2004            2004
------------------------------------------------------------------------------- 
Declared Dividends Per Share              5.30p           5.19p          15.84p
relating to reporting period

Funds under Management                 GBP214bn        GBP182bn        GBP197bn
------------------------------------------------------------------------------- 


To  provide   consistency  the  achieved   profits  basis  results  reflect  the
application of the changes of policy the Group expects to apply in its full year
2005  IFRS  basis  financial  statements,  as  described  below,  to the  extent
applicable. The 2004 results have been restated accordingly.

The  statutory  basis  financial  statements  included  within  this  report are
referred to throughout as "Statutory IFRS basis" results.

These statutory IFRS basis results reflect the application of:

(i) Measurement  changes arising from policies the Group expects to apply on the
adoption  of all IFRS  standards,  other  than  IAS32  ("Financial  Instruments:
Disclosure and Presentation"),  IAS39 ("Financial  Instruments:  Recognition and
Measurement"),  and IFRS4 ("Insurance Contracts"), from 1 January 2004. The half
year 2005 results  include the expected  effect of these three  standards from 1
January 2005.

(ii) Changes to the format of the results and other presentational  changes that
the Group expects to apply in its full year 2005 financial  statements in so far
as they affect the summary results included in this interim report.

(iii) Compared to supplementary results and earnings per share basis information
previously  provided  under UK GAAP,  a  discretionary  change of policy for the
basis of determining longer-term investment returns included in operating profit
based on longer-term investment returns.

The  proforma  IFRS  basis  results  included  in this  report are  included  as
supplementary  information  and are not  results  that form part of the  Group'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 1 January 2004
to the Group's insurance operations.




ACHIEVED PROFITS BASIS RESULTS

RESULTS SUMMARY
                                                                       

                                                          Restated         Restated
                                        Half Year        Half Year        Full Year
                                             2005             2004             2004
                                             GBPm             GBPm             GBPm
-----------------------------------------------------------------------------------
UK and Europe Insurance                       182              240              450
Operations
M&G                                            83               79              136
Egg                                            13               33               61
-----------------------------------------------------------------------------------
UK and Europe Operations                      278              352              647
US Operations                                 429              220              413
Asian Operations                              228              179              391
Other Income and Expenditure                 (101)            (113)            (212)
(including Asia development             
expenses)
-----------------------------------------------------------------------------------
Operating profit from continuing              834              638            1,239
operations based on longer-term
investment returns before
exceptional items
Goodwill impairment charge                    (95)               -                -
Short-term fluctuations in                    305              (76)             587
investment returns
Shareholders' share of actuarial               (8)              67              (12)
gains and losses on defined
benefit pension schemes
Effect of changes in economic                (220)              21             (100)
assumptions                           
-----------------------------------------------------------------------------------
Profit from continuing operations             816              650            1,714
before tax (including actual
investment returns)
Tax                                          (300)            (215)            (491)
-----------------------------------------------------------------------------------
Profit from continuing operations             516              435            1,223
after tax before minority
interest
Discontinued operations (net of                 1              (17)             (94)
tax)                                   
-----------------------------------------------------------------------------------
Total profit for the period                   517              418            1,129
-----------------------------------------------------------------------------------
Attributable to:
          Equity holders of the               512              411            1,130
          parent company
          Minority interest                     5                7               (1)
-----------------------------------------------------------------------------------
Total profit for the period                   517              418            1,129
-----------------------------------------------------------------------------------
Earnings Per Share
-----------------------------------------------------------------------------------
Continuing operations
From operating profit, based on              25.2p            21.1p            41.5p
longer-term investment returns,
after tax and related minority
interest
Adjustment for goodwill impairment           (4.0)p              -                -
charge
Adjustment from post-tax long-term            9.1p            (3.5)p           18.6p
investment returns to post-tax
actual investment returns (after
related minority interest)
Adjustment for post-tax                      (0.3)p            2.3p            (0.3)p
shareholders' share of actuarial
gains and losses on defined
benefit pension schemes
Adjustment for post-tax effect of            (8.3)p            0.5p            (3.4)p
changes in economic assumptions         
-----------------------------------------------------------------------------------
Based on profit from continuing              21.7p            20.4p            56.4p
operations after minority              
interest
-----------------------------------------------------------------------------------
Discontinued operations
Based on profit (loss) from                   0.0p            (0.6)p           (3.1)p
discontinued operations after            
minority interest
-----------------------------------------------------------------------------------
Total - based on total profit for            21.7p            19.8p            53.3p
the period after minority interest
-----------------------------------------------------------------------------------
Average number of shares (million)          2,361            2,075            2,121
-----------------------------------------------------------------------------------
Dividends Per Share
-----------------------------------------------------------------------------------
Dividends relating to reporting
period
          Interim dividend (2005             5.30p            5.19p            5.19p
          and 2004)
          Final dividend (2004)                 -                -            10.65p
-----------------------------------------------------------------------------------
Total                                        5.30p            5.19p           15.84p
-----------------------------------------------------------------------------------
Dividends declared and paid in
reporting period
          Current period interim                -                -             5.19p
          dividend
          Final dividend for prior          10.65p           10.29p           10.29p
          period                         
-----------------------------------------------------------------------------------
Total                                       10.65p           10.29p           15.48p
-----------------------------------------------------------------------------------






TOTAL INSURANCE AND INVESTMENT PRODUCTS NEW BUSINESS

INSURANCE PRODUCTS AND INVESTMENT PRODUCTS*
                                                                                         

                              Insurance Products *          Investment Products *                 Total

                        Half        Half        Full     Half        Half        Full        Half       Half      Full 
                        Year        Year        Year     Year        Year        Year        Year       Year      Year
                        2005        2004        2004     2005        2004        2004        2005       2004      2004
                        GBPm        GBPm        GBPm     GBPm        GBPm        GBPm        GBPm       GBPm      GBPm 
----------------------------------------------------------------------------------------------------------------------
UK and Europe          4,600       2,709       6,538    3,579       2,177       5,845       8,179      4,886    12,383
Operations
US                     2,705       2,348       4,420      217         200         418       2,922      2,548     4,838
Operations
Asian                    674         521       1,172    9,421       9,584      18,845      10,095     10,105    20,017
Operations            
----------------------------------------------------------------------------------------------------------------------
Group Total            7,979       5,578      12,130   13,217      11,961      25,108      21,196     17,539    37,238
----------------------------------------------------------------------------------------------------------------------

INSURANCE PRODUCTS - NEW BUSINESS PREMIUMS AND CONTRIBUTIONS*

                                    Single                     Regular                         Annual Premium and 
                                                                                            Contribution Equivalents

                        Half        Half        Full     Half        Half        Full        Half       Half      Full 
                        Year        Year        Year     Year        Year        Year        Year       Year      Year
                        2005        2004        2004     2005        2004        2004        2005       2004      2004
                        GBPm        GBPm        GBPm     GBPm        GBPm        GBPm        GBPm       GBPm      GBPm 
----------------------------------------------------------------------------------------------------------------------
UK and Europe
Insurance
Operations
Direct to
customer                                  
Individual               365         306         630        -           -           -          37         31        63
annuities
Individual                14          12          19        5           6          10           6          7        12
pensions and
life
Department of            234         252         265        -           -           -          23         25        27
Work and               
Pensions
rebate
business
----------------------------------------------------------------------------------------------------------------------
Total                    613         570         914        5           6          10          66         63       102
----------------------------------------------------------------------------------------------------------------------
Business to
Business
Corporate                114          77         153       67          75         137          78         83       152
pensions
Individual                98          94         229        -           -           -          10          9        23
annuities
Bulk                     321         210         474        -           -           -          32         21        47
annuities              
----------------------------------------------------------------------------------------------------------------------
Total                    533         381         856       67          75         137         120        113       222
----------------------------------------------------------------------------------------------------------------------
Intermediated
distribution
Life                     551         446       1,001        3           2           5          58         46       105
Individual               557         545       1,180        -           -           -          56         55       118
annuities
Individual and            62         150         189       14          16          25          20         31        44
corporate
pensions
Department of             80          92          89        -           -           -           8          9         9
Work and               
Pensions
rebate
business
----------------------------------------------------------------------------------------------------------------------
Total                  1,250       1,233       2,459       17          18          30         142        141       276
---------------------------------------------------------------------------------------------------------------------- 
Partnerships
Life                     426         341         790        1           1           2          44         35        81
Individual and         1,569          48       1,249        -           -           -         157          5       125
bulk                 
annuities
----------------------------------------------------------------------------------------------------------------------
                       1,995         389       2,039        1           1           2         201         40       206
----------------------------------------------------------------------------------------------------------------------
Europe
Life                     119          36          89        -           -           2          12          4        11
----------------------------------------------------------------------------------------------------------------------
Total UK and           4,510       2,609       6,357       90         100         181         541        361       817
Europe                 
----------------------------------------------------------------------------------------------------------------------
Insurance
Operations
US
Operations
Fixed                    410         573       1,130        -           -           -          41         57       113
annuities
Fixed index              296         158         429        -           -           -          30         16        43
annuities
Variable               1,185       1,006       1,981        -           -           -         118        101       198
annuities
Life                       6           4          16        5           6          12           6          6        14
Guaranteed               187          32         180        -           -           -          19          3        18
Investment
Contracts
GIC - Medium             616         569         672        -           -           -          61         57        67
Term Notes            
----------------------------------------------------------------------------------------------------------------------
Total                  2,700       2,342       4,408        5           6          12         275        240       453
----------------------------------------------------------------------------------------------------------------------
Asian
Operations
China                      5           5           9        9           6          16          10          7        17
Hong Kong                147         108         255       35          35          78          50         46       103
India (Group's             2           3           5       27          17          33          27         17        33
26% interest)
Indonesia                 27          21          38       18          14          28          21         16        32
Japan                     11           7          17        2           3           7           3          4         9
Korea                     10          27          36       59          27          60          60         30        64
Malaysia                   6           3           7       29          21          61          29         21        62
Singapore                117          96         199       23          20          47          35         30        67
Taiwan                    72          30          88       55          57         143          62         60       151
Other                      4           4           8       16          17          37          16         17        38
----------------------------------------------------------------------------------------------------------------------
Total                    401         304         662      273         217         510         313        248       576
----------------------------------------------------------------------------------------------------------------------
Group Total            7,611       5,255      11,427      368         323         703       1,129        849     1,846
----------------------------------------------------------------------------------------------------------------------



Annual premium and  contribution  equivalents are calculated as the aggregate of
regular new business amounts and one tenth of single new business amounts.




INVESTMENT PRODUCTS - FUNDS UNDER MANAGEMENT *

                                                                            

                    1 Jan 2005    Gross Inflows    Redemptions      Market and    30 June 2005
                                                               other Movements
                          GBPm             GBPm           GBPm            GBPm            GBPm
----------------------------------------------------------------------------------------------
UK and Europe           28,705            3,579         (1,899)            786          31,171
Operations
US Operations              550              217            (56)             43             754
Asian Operations         7,832            9,421         (8,723)          1,225           9,755
----------------------------------------------------------------------------------------------
Group Total             37,087           13,217        (10,678)          2,054          41,680
----------------------------------------------------------------------------------------------


* The  format of the  tables  shown  above is  consistent  with the  distinction
between  insurance  and  investment  products as applied for previous  financial
reporting periods. Products categorised as "insurance" refer to those classified
as contracts of long-term insurance business for regulatory  reporting purposes,
i.e.  falling  within one of the classes of  insurance  specified  in part II of
Schedule 1 to the Regulated Activities Order under FSA regulations.

The  details  shown  above for  insurance  products  include  contributions  for
contracts  that  are  classified  under  IFRS  4  "Insurance  Contracts"  as not
containing   significant   insurance  risk.  These  products  are  described  as
investment  contracts  under  IFRS4.  Contracts  included in this  category  are
primarily  certain  unit linked and similar  contracts  written in UK and Europe
Insurance   Operations  and  Guaranteed   Investment  Contracts  written  in  US
operations.

Investment products referred to in the tables above are unit trust, mutual funds
and  similar  types of fund  management  arrangements.  These are  unrelated  to
insurance  products that are classified as "investment  contracts" under IFRS 4,
as described above,  although  similar IFRS recognition  principles apply to the
acquisition costs and fees attaching to this type of business.




ACHIEVED PROFITS BASIS RESULTS

OPERATING PROFIT FROM CONTINUING OPERATIONS BASED ON LONGER-TERM INVESTMENT
RETURNS BEFORE EXCEPTIONAL ITEMS

                                                                   

Results Analysis by Business Area          Half Year     Restated     Restated
                                                2005    Half Year    Full Year
                                                GBPm         2004         2004
                                                             GBPm         GBPm
------------------------------------------------------------------------------
UK and Europe Operations
New business                                     159           88          220
Business in force                                 23          152          230
------------------------------------------------------------------------------
Long-term business                               182          240          450
M&G                                               83           79          136
Egg                                               13           33           61
------------------------------------------------------------------------------
Total                                            278          352          647
------------------------------------------------------------------------------
US Operations
New business                                     102           82          156
Business in force                                315          140          271
------------------------------------------------------------------------------
Long-term business                               417          222          427
Broker dealer and fund management                 18            9           15
Curian                                            (6)         (11)         (29)
------------------------------------------------------------------------------
Total                                            429          220          413
------------------------------------------------------------------------------
Asian Operations
New business                                     152          135          312
Business in force                                 74           34           60
------------------------------------------------------------------------------
Long-term business                               226          169          372
Fund management                                    2           10           19
Development expenses                              (8)         (10)         (15)
------------------------------------------------------------------------------
Total                                            220          169          376
------------------------------------------------------------------------------
Other Income and Expenditure
Investment return and other income                45           16           44
Interest payable on core structural              (84)         (74)        (154)
borrowings
Corporate expenditure:
        Group Head Office                        (36)         (23)         (51)
        Asia Regional Head Office                (14)         (18)         (29)
Charge for share based payments for               (4)          (4)          (7)
Prudential schemes                           
------------------------------------------------------------------------------
Total                                            (93)        (103)        (197)
------------------------------------------------------------------------------
Operating profit from continuing                 834          638        1,239
operations based on longer-term              
investment returns before exceptional
items
------------------------------------------------------------------------------
Analysed as profits (losses) from:
        New business                             413          305          688
        Business in force                        412          326          561
------------------------------------------------------------------------------
Long-term business                               825          631        1,249
Asia development expenses                         (8)         (10)         (15)
Other operating results                           17           17            5
------------------------------------------------------------------------------
Total                                            834          638        1,239
------------------------------------------------------------------------------



ACHIEVED PROFITS BASIS RESULTS

SUMMARISED CONSOLIDATED BALANCE SHEET

                                       Half Year     Restated         Restated
                                            2005    Half Year   Full Year 2004
                                            GBPm         2004             GBPm
                                                         GBPm
------------------------------------------------------------------------------
Total assets less liabilities,           160,255      137,376          148,639
excluding insurance funds
Less insurance funds*:
     Technical provisions (net of       (155,266)    (134,024)        (144,149)
     reinsurers' share) and
     unallocated surplus of
     with-profits funds
     Less shareholders' accrued            4,317        3,884            4,272
     interest in the long-term           
     business
------------------------------------------------------------------------------
                                        (150,949)    (130,140)        (139,877)
------------------------------------------------------------------------------
Total net assets                           9,306        7,236            8,762
------------------------------------------------------------------------------
Share capital                                119          101              119
Share premium                              1,561          553            1,558
Other statutory basis shareholders'        3,309        2,698            2,813
funds (following adoption of IFRS)
Additional achieved profits basis          4,317        3,884            4,272
retained profit                        
------------------------------------------------------------------------------
Shareholders' capital and reserves         9,306        7,236            8,762
(excluding minority interest)          
------------------------------------------------------------------------------






MOVEMENT IN SHAREHOLDERS' CAPITAL AND RESERVES (excluding minority interest)

                                                                              

                                           Half Year 2005        Restated         Restated
                                                     GBPm   Half Year 2004   Full Year 2004
                                                                      GBPm             GBPm
------------------------------------------------------------------------------------------
Profit for the period (net of minority               512              411            1,130
interest)
Items taken directly to equity:
     Cumulative effect of changes in                 (25)               -                -
     accounting principles on adoption of
     IAS32, IAS39 and IFRS4, net of
     applicable taxes, at 1 January
     2005
     Unrealised valuation movements on                 4                -                -
     securities classified as
     available-for-sale from 1 January
     2005
     Movement on cashflow hedges                      (7)               -                -
     Exchange movements                              242              (53)            (240)
     Related tax                                      30                5               12
     Proceeds from rights issue, net of                -                -            1,021
     expenses
     Other new share capital subscribed               40               61              119
     Dividends                                      (253)            (214)            (323)
     Reserve movements in respect of                   6                3               10
     share based payments
     Own shares:
          Own shares purchased in respect              0                0               (4)
          of share based payment plans
          Movement on Prudential plc                  (5)               0               14
          shares purchased by unit trusts       
          newly consolidated under IFRS
------------------------------------------------------------------------------------------
Net increase in shareholders' capital and            544              213            1,739
reserves                                     
------------------------------------------------------------------------------------------
Shareholders' capital and reserves at
beginning of period (excluding minority
interest)
     As previously reported                        8,596            7,005            7,005
     Adjustments on implementation of                166               18               18
     statutory IFRS (excluding IAS32,           
     IAS39 and IFRS4)
------------------------------------------------------------------------------------------
     As restated                                   8,762            7,023            7,023
------------------------------------------------------------------------------------------
Shareholders' capital and reserves at end          9,306            7,236            8,762
of period (excluding minority interest)          
------------------------------------------------------------------------------------------
Comprising
------------------------------------------------------------------------------------------
UK and Europe Operations:
     Long-term business                            4,433            3,580            4,051
     M&G:
           Net assets                                275              333              300
           Acquired goodwill                       1,153            1,153            1,153
     Egg                                             266              353              273
------------------------------------------------------------------------------------------
                                                   6,127            5,419            5,777
------------------------------------------------------------------------------------------
US Operations                                      3,114            2,570            2,596
Asian Operations:
     Net assets                                    1,815            1,482            1,736
     Acquired goodwill                               197              292              292
Other operations:
     Holding company net borrowings               (1,224)          (2,055)          (1,106)
     Other net liabilities                          (723)            (472)            (533)
------------------------------------------------------------------------------------------
                                                   9,306            7,236            8,762
------------------------------------------------------------------------------------------



*  Including   liabilities  in  respect  of  insurance  products  classified  as
investment contracts under IFRS4.

ACHIEVED PROFITS BASIS RESULTS

BASIS OF PREPARATION OF RESULTS

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

Under this guidance,  for most countries  long-term  expected rates of return on
investments  and risk discount rates are set by reference to period end rates of
return on fixed income securities. This "active" basis of assumption setting has
been  applied in  preparing  the  results of the  Group's  UK,  European  and US
long-term  business  operations.  For the Group's Asian  operations,  the active
basis is appropriate  for business  written in Japan and Korea and for US dollar
denominated  business written in Hong Kong. An exception to this general rule is
that  for  countries  where  long-term  fixed  income  securities   markets  are
underdeveloped,  investment return assumptions and risk discount rates should be
based  on an  assessment  of  long-term  economic  conditions.  Except  for  the
countries listed above,  this  alternative  basis is appropriate for the Group's
Asian operations.




The key economic assumptions are set out below:

                                                                                   

                                            Half Year              Half Year          Full Year
                                              2005                   2004                2004
-----------------------------------------------------------------------------------------------
UK and Europe Insurance
Operations
Pre-tax expected long-term
nominal rates of investment
return:
   UK equities                                 7.2%                  7.6%                   7.1%
   Overseas equities                       7.0% to 7.9%         7.3% to 8.3%           6.8% to 7.8%
   Property                                    6.5%                  6.8%                   6.3%
   Gilts                                       4.2%                  5.1%                   4.6%
   Corporate bonds                             5.1%                  6.1%                   5.5%
   Assets of PAC with-profits                  6.6%                  7.1%                   6.5%
   fund (applying the rates
   listed above to the
   investments held by the
   fund)
   Expected long-term rate of                  2.8%                  3.1%                   2.9%
   inflation
Post-tax expected long-term
nominal rate of return:
   Pension business (where no                  6.6%                  7.1%                   6.5%
   tax applies)
   Life business                               5.8%                  6.2%                   5.7%
Risk margin included within the                3.1%                  2.6%                   2.6%
risk discount rate
Risk discount rate                             7.3%                  7.7%                   7.2%

US Operations
Expected long-term spread                     1.75%                 1.75%                  1.75%
between earned rate and rate
credited to policyholders
US 10 year treasury bond rate                  4.0%                  4.6%                   4.3%
at end of period
Risk margin included within the                3.1%                  3.1%                   3.1%
risk discount rate
Risk discount rate                             7.1%                  7.7%                   7.4%

Asian Operations
Weighted pre-tax expected                      7.0%                  6.8%                   6.6%
long-term nominal rate of
investment return
Weighted expected long-term                    3.2%                  3.1%                   3.0%
rate of inflation
Weighted risk discount rate                   10.0%                  9.9%                   9.6%



The risk margin for UK and Europe Insurance Operations has been increased to 3.1
per  cent  following  re-assessment  in the  light of the  intention  to use the
European Embedded Value basis for 2005 year end reporting (see note (g))

The  economic  assumptions  shown  above  for the  Asian  Operations  have  been
determined by weighting each country's  assumptions by reference to the achieved
profits basis operating results for new business written in the relevant period.

NOTES ON THE UNAUDITED ACHIEVED PROFITS BASIS RESULTS


(a) The  achieved  profits  basis  results  for the 2005 and 2004 Half Years are
unaudited.  The results for the 2004 Full Year are also  unaudited and have been
derived from the achieved  profits basis  supplement to the Company's  statutory
accounts  for that year and then  adjusted  for the  application  of IFRS  where
appropriate  as described in note (d). The  supplement  included an  unqualified
audit report from the auditors.

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

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

(d) The achieved  profits basis results for the Group reflect the application of
the  changes  the  Group  expects  to apply in its full  year  2005  IFRS  basis
financial statements to the extent applicable. The results of long-term business
operations are  significantly  altered only for the changed basis of determining
longer-term returns credited to operating results.

The  significant  changes of policy  that  affect the 2004 and 2005  results for
non-insurance  operations  principally  relate to pension costs,  goodwill,  the
timing basis of recognition of external  dividends,  and altered  measurement of
acquisition costs and front end fees of fund management business.  The detail of
these policy  changes is described in note B to the  statutory  basis  financial
statements.  The  change in  respect of  pension  costs is  augmented  under the
Achieved  Profits basis to reflect the Group's 10 per cent interest in the share
of the deficits of the UK defined benefit pension schemes that are  attributable
to the PAC with-profits fund.

The  impact of  adoption  of IAS39 and IFRS4 from 1 January  2005 is  restricted
under the Achieved  Profits basis to non-insurance  operations,  as described in
the statutory  financial  statements.  Results  attributable to shareholders for
long-term  businesses  are not  affected.  In  particular,  the  investment  and
derivative  value  volatility  reflected in the statutory  basis results for JNL
does not feature due to the  methodology  of the  achieved  profits  basis.  The
methodology seeks to value the future emergence of surplus, which in the case of
JNL's type of business is unaffected by temporary valuation movements.

ACHIEVED PROFITS BASIS RESULTS

NOTES ON THE UNAUDITED ACHIEVED PROFITS BASIS RESULTS (CONTINUED)

(e) The impact of restating  the Half Year and Full Year 2004  achieved  profits
basis  results for the  changes of policy on adoption of IFRS and  discretionary
changes to longer-term investment returns is as follows:



                                                                 

                          Half Year 2004                      Full Year 2004
               As previously    Change    Restated   As previously  Change    Restated
                   published                           published
                        GBPm      GBPm        GBPm          GBPm      GBPm        GBPm

   Operating             587        51         638         1,144        95       1,239
   profit from
   continuing
   operations
   based on
   longer-term
   investment
   returns (note
   (i))
   Amortisation          (48)       48           0           (94)       94           0
   of goodwill
   (note (ii))
   Short-term            (26)      (50)        (76)          679       (92)        587
   fluctuations
   in investment
   returns (note
   (iii))
   Shareholders'           -        67          67             -       (12)        (12)
   share of
   actuarial
   gains and
   losses on
   defined
   benefit
   pension
   schemes
   Effect of              21         -          21          (100)        -        (100)
   change in        
   economic
   assumptions
   -------------------------------------------------------------------------------------
   Profit from           534       116         650         1,629        85       1,714
   continuing        
   operations
   before tax
   attributable
   to
   shareholders
   (including
   actual
   investment
   returns)
   -------------------------------------------------------------------------------------
   Shareholders'       7,222        14       7,236         8,596       166       8,762
   funds
   (excluding
   minority
   interest)
   (note (iv))
   -------------------------------------------------------------------------------------



(i) Operating profit from continuing operations, based on longer-term investment
returns



                                                                       

                                                 Half Year 2004   Full Year 2004
                                                           GBPm             GBPm
   Discretionary change to longer-term
   investment returns:
          US Operations                                     56              110
          Asian Operations                                  (6)              (9)
   IFRS changes                                              1               (6)
                                                   -------------------------------
   Total changes                                            51               95
   Operating profit - as previously published              587            1,144
                                                   -------------------------------
   Operating profit - as restated                          638            1,239
                                                   -------------------------------



(ii)       Amortisation of goodwill


Under  IFRS3  ("Business  Combinations")  and  IFRS1  ("First-time  Adoption  of
International Financial Reporting Standards") goodwill as previously reported at
the date of adoption of IFRS, which is 1 January 2004, is left unaltered subject
to annual  impairment  testing.  Amortisation  charges  reported on the previous
basis are no longer permitted.

(iii) Short-term  fluctuations in investment returns including investment return
attributable to minority interest in consolidated investment funds



                                                                       

                                                 Half Year 2004   Full Year 2004
                                                           GBPm             GBPm
   Discretionary change to longer-term
   investment returns (as above):
          US Operations                                    (56)            (110)
          Asian Operations                                   6                9
   IFRS changes                                              0                9
                                                   -------------    -------------
   Total changes                                           (50)             (92)
   Short-term fluctuations in investment                   (26)             679
   returns - as previously published               -------------    -------------
   Short-term fluctuations in investment                   (76)             587
   returns - as restated                           -------------    -------------


(iv)      Shareholders' funds (excluding minority interest)

                                                Half Year 2004   Full Year 2004
                                                          GBPm             GBPm
   Changes consequent on adoption of IFRS:
      Timing difference on recognition of                 109              253
      dividend declared after balance sheet
      date
      Shareholders' share of deficit on UK
      defined benefit pension schemes (net of
      deferred tax):
         Statutory IFRS basis                             (73)            (115)
         Additional change for shareholders'              (30)             (47)
         10% interest on the achieved profits
         basis in the deficit attributable to
         the PAC with-profits fund
         Goodwill                                          48               94
         Other items (net of related tax)                 (40)             (19)
                                                  -------------    -------------
                                                  -------------    -------------
   Total changes                                           14              166
   Shareholders' funds, net of minority                 7,222            8,596
   interest - as previously published             -------------    -------------
   Shareholders' funds, net of minority                 7,236            8,762
   interest - as restated                         -------------    -------------




(f)  Consistent  with prior periods for the Taiwan  operation,  the  projections
include an assumption of phased  progression from current rates to the long-term
expected rates over a remaining  period of eight years.  This takes into account
the effect on bond values of interest rate movements. The principal cause of the
GBP220m charge for the effect of changed  economic  assumptions is the reduction
in short-term earned rates in Taiwan.  This reduction has the effect of delaying
the emergence of the expected long-term rates.

(g) In its Full Year 2005 financial statements, the Group intends to replace the
use of the Achieved  Profits basis  methodology  by the European  Embedded Value
(EEV) principles  issued by the CFO forum of the major European Life Insurers in
May 2004. Details of the Group's application of the EEV principles are available
at the Group's web-site, www.prudential.co.uk.




IFRS BASIS RESULTS

STATUTORY BASIS RESULTS

SUMMARY INCOME STATEMENT

                                                                     

                               Half Year 2005     Half Year 2004   Full Year 2004
                                         GBPm      GBPm (note C)    GBPm (note C)
----------------------------------------------------------------------------------
Insurance contract revenues              8,159            7,397           16,099
Investment income (including             9,560            3,245           15,742
realised gains and losses, and
unrealised appreciation of
investments categorised under
IAS39 as "fair value through
profit and loss")
Other income                               982              886            2,026
----------------------------------------------------------------------------------
Total revenue (note D)                  18,701           11,528           33,867
----------------------------------------------------------------------------------
Benefits and claims for insurance      (14,919)          (8,582)         (26,584)
contracts, and movement in
unallocated surplus of
with-profits funds determined
after charging taxes borne by
policyholders and unallocated
surplus of with-profits funds and
unit linked policies

Acquisition costs and other             (3,036)          (2,208)          (5,526)
operating expenditure

Interest on structural borrowings         (104)             (94)            (196)
of shareholder financed               
operations (including Egg) and
with-profits operations
----------------------------------------------------------------------------------
Total charges (note D)                 (18,059)         (10,884)         (32,306)
----------------------------------------------------------------------------------
IFRS basis income before tax               642              644            1,561
(representing income net of
post-tax transfers to unallocated
surplus of with-profits funds,
before tax attributable to
policyholders and unallocated
surplus of with-profits funds,
unit linked policies and
shareholders) (notes B and D)

Income tax expense attributable           (182)            (249)            (711)
to policyholders and unallocated
surplus of with-profits funds and
unit linked policies
----------------------------------------------------------------------------------
Profit from continuing operations          460              395              850
(including actual investment
returns) before tax attributable
to shareholders (notes B, D and
E)

Income tax (expense) benefit
attributable to shareholders:
      Total income tax expense*           (338)            (387)            (951)
      (note M)
      Less: Income tax                     182              249              711
      attributable to                 
      policyholders and
      unallocated surplus of
      with-profits funds and unit
      linked policies
----------------------------------------------------------------------------------
Income tax expense attributable           (156)            (138)            (240)
to shareholders (note M)
Profit from continuing operations          304              257              610
after tax
Discontinued operations (net of              1              (17)             (94)
tax)                                  
----------------------------------------------------------------------------------
Profit for the period                      305              240              516
----------------------------------------------------------------------------------
Attributable to:
      Equity holders of the                300              233              517
      parent company
      Minority interest                      5                7               (1)
----------------------------------------------------------------------------------
Profit for the period                      305              240              516
----------------------------------------------------------------------------------
Earnings Per Share
----------------------------------------------------------------------------------
Basic (based on 2,361 million,
2,075 million and 2,121 million
shares respectively)
      Based on profit from                12.7p            11.8p            27.5p
      continuing operations after
      minority interest
      Based on profit (loss) from          0.0p            (0.6)p           (3.1)p
      discontinued operations
      after minority interest
----------------------------------------------------------------------------------
                                          12.7p            11.2p            24.4p
----------------------------------------------------------------------------------

Diluted (based on 2,364 million, 
2,078 million and 2,124 million 
shares respectively)
      Based on profit from continuing     12.7p            11.8p            27.5p
      operations after minority interest
      Based on profit (loss) from          0.0p            (0.6)p           (3.1)p
      discontinued operations after 
      minority interest     
----------------------------------------------------------------------------------
                                          12.7p             11.2p           24.4p
----------------------------------------------------------------------------------
Dividends Per Share
----------------------------------------------------------------------------------
Dividends relating to reporting period
      Interim dividend (2005 and 2004)    5.30p             5.19p           5.19p
      Final dividend (2004)                  -                 -           10.65p
----------------------------------------------------------------------------------
Total                                     5.30p             5.19p          15.84p
----------------------------------------------------------------------------------
Dividends declared and paid in reporting
period
      Current period interim dividend        -                 -             5.19p
      Final dividend for prior period    10.65p            10.29p           10.29p
----------------------------------------------------------------------------------
Total                                    10.65p            10.29p           15.48p
----------------------------------------------------------------------------------


* Total income tax expense  comprises  tax  attributable  to  policyholders  and
unallocated   surplus  of  with  profits   funds,   unit  linked   policies  and
shareholders.




IFRS BASIS RESULTS

STATUTORY BASIS RESULTS

                                                                                    


                        Half Year 2005                Half Year 2004                        Full Year 2004
CHANGES IN EQUITY     Share-   Minority    Total    Share-   Minority    Total        Share-    Minority    Total
                     holders'  interest   equity   holders'  interest   equity       holders'   interest   equity
                      equity                        equity                             equity
                        GBPm       GBPm     GBPm      GBPm       GBPm     GBPm           GBPm       GBPm     GBPm
------------------------------------------------------------------------------------------------------------------
Statement of
Recognised Income
and Expense

Net income               300          5      305       233          7      240            517         (1)     516

Items taken directly
to equity:
  Exchange               183                 183       (32)                (32)          (172)               (172)
  movements

  Movement on cash        (7)        (1)      (8)
  flow hedges

  Unrealised
  valuation
  movements on
  securities
  classified as
  available-for-sale
  from 1 January
  2005 (see note H)

      Gross change       (63)         1      (62)
      Related change      14                  14
      to amortisation
      of deferred
      acquisition
      costs
  Related tax             48                  48         5                   5             12                  12
------------------------------------------------------------------------------------------------------------------
Total recognised         475          5      480       206          7      213            357         (1)     356
income for the       
period
------------------------------------------------------------------------------------------------------------------

Cumulative effect of     236         (3)     233
changes in
accounting policies
on adoption of
IAS32, IAS39, and
IFRS4, net of
applicable taxes at
1 January 2005 (noteG)
------------------------------------------------------------------------------------------------------------------
Total recognised         711          2      713       206          7      213            357         (1)     356
income and expense   
------------------------------------------------------------------------------------------------------------------



                       Half Year 2005                Half Year 2004                Full Year 2004
                     Share-  Minority    Total    Share-   Minority    Total    Share-   Minority    Total
                   holders'  interest   equity   holders'  interest   equity   holders'  interest   equity
                    equity                        equity                        equity
                      GBPm       GBPm     GBPm      GBPm       GBPm     GBPm      GBPm       GBPm     GBPm
------------------------------------------------------------------------------------------------------------------
Reconciliation of
movement on
equity

Share capital and
share premium

Proceeds from                                                                    1,021               1,021
rights issue, net
of expenses
Other new share         40                  40        61                  61       119                 119
capital
subscribed

Treasury shares

     Consideration       0                   0         0                   0        (4)                 (4)
     paid for own
     shares
     purchased in
     respect of
     share based
     payment
     plans
     Movement on        (5)                 (5)        0                   0        14                  14
     Prudential
     plc shares
     purchased by
     unit trusts
     newly
     consolidated
     under IFRS

Other reserves

Total recognised       711          2      713       206          7      213       357         (1)     356
income for the
period (as shown
above)
Dividends             (253)               (253)     (214)               (214)     (323)               (323)
Reserve movements        6                   6         3                   3        10                  10
in respect of
share based
payments
Change in minority                 (9)      (9)                  27       27                    9        9
interest arising
principally from
purchase and sale
of venture
investment
companies and
property
partnerships of
the PAC
with-profits
fund
------------------------------------------------------------------------------------------------------------------
Net increase in        499         (7)     492        56         34       90     1,194          8    1,202
equity             
------------------------------------------------------------------------------------------------------------------

At beginning of
period:
     As previously   4,281         71    4,352     3,240        107    3,347     3,240        107    3,347
     reported
     under UK
     GAAP
     Changes           209         74      283        56         30       86        56         30       86
     arising from  
     adoption of
     IFRS
------------------------------------------------------------------------------------------------------------------
As restated under    4,490        145    4,635     3,296        137    3,433     3,296        137    3,433
IFRS               
------------------------------------------------------------------------------------------------------------------

At end of period     4,989        138    5,127     3,352        171    3,523     4,490        145    4,635
------------------------------------------------------------------------------------------------------------------







IFRS BASIS RESULTS

STATUTORY BASIS RESULTS

                                                                               


SUMMARY BALANCE SHEET                             30 June   30 June 2004 GBPm   31 December
                                                     2005          (note F)          2004
                                                     GBPm                      GBPm (note F)
------------------------------------------------------------------------------------------
Assets
--------
Goodwill:
     Attributable to PAC with-profits fund            457               565           754
     (in respect of venture investment
     subsidiaries)
     Attributable to shareholders                   1,366             1,504         1,461
     (principally in respect of the             
     acquisitions of M&G and Asian
     businesses)
------------------------------------------------------------------------------------------
Total                                               1,823             2,069         2,215
------------------------------------------------------------------------------------------
Deferred acquisition costs:
     PAC with-profits fund (note I)                     -               875           798
     Other operations (note H)                      1,858             2,088         2,122
------------------------------------------------------------------------------------------
Total                                               1,858             2,963         2,920
------------------------------------------------------------------------------------------
Other non-investment and non-cash assets:
     Reinsurers' share of contract                    648               775         1,018
     provisions
     Income tax recoverable                           193               235           159
     Deferred tax assets                            1,067               830           827
     Accrued investment income                      1,726             1,760         1,731
     Other debtors                                  3,388             2,163         1,179
     Other                                            768               500           952
------------------------------------------------------------------------------------------
Total                                               7,790             6,263         5,866
------------------------------------------------------------------------------------------
Investments of long term business, banking
and other operations:
     Investment properties                         12,721            11,739        13,538
     Financial investments:
        Deposits                                    6,784             3,134         5,173
        Equity securities and portfolio            61,560            49,977        54,466
        holdings in unit trusts
        Fixed income securities                    79,442            76,448        76,301
        Loans and receivables                      13,202            11,901        12,430
        Other                                       3,530             1,950         2,564
------------------------------------------------------------------------------------------
     Total investments                            177,239           155,149       164,472
------------------------------------------------------------------------------------------
Cash and cash equivalents                           3,704             2,872         4,429
------------------------------------------------------------------------------------------
Total assets                                      192,414           169,316       179,902
------------------------------------------------------------------------------------------

Equity and liabilities
------------------------

Equity
Shareholders' equity (note K)                       4,989             3,352         4,490
Minority interest                                     138               171           145
------------------------------------------------------------------------------------------
Total equity                                        5,127             3,523         4,635
------------------------------------------------------------------------------------------
Liabilities
Banking customer accounts                           6,451             6,699         6,607

Insurance liabilities:
     Contract liabilities (including amounts
     in respect of contracts
     classified as investment contracts           147,031           122,981       128,981
     under IFRS4 from 1 January 2005) -
     (note I)
     Unallocated surplus of with-profits
     funds (note I):
        Reflecting application of                   8,883                 -             -
        'realistic' basis provisions for UK
        regulated with-profits funds.
        Reflecting previous UK GAAP basis of            -            11,818        16,186
        provisioning
------------------------------------------------------------------------------------------
     Total insurance liabilities                  155,914           134,799       145,167
------------------------------------------------------------------------------------------

Core structural borrowings of shareholder
financed operations other than Egg:
     Subordinated debt                              1,460             1,327         1,429
     Other                                          1,223             1,269         1,368
------------------------------------------------------------------------------------------
   Total                                            2,683             2,596         2,797
------------------------------------------------------------------------------------------
Egg subordinated debt capital                         468               451           451
Operational borrowings attributable to              6,244             6,800         6,421
shareholder financed operations (note L)
Borrowings attributable to with-profits funds       1,665             1,849         2,077
(note L)
Other non-insurance liabilities:
     Obligations under funding, stock lending and   3,774             4,469         3,504
     sale and repurchase agreements
     Net asset value attributable to unit holders   1,073               719           808
     of consolidated unit trusts and similar
     funds
     Income tax liabilities                           958             1,038         1,054
     Deferred tax liabilities                       2,681             1,995         2,244
     Accruals and deferred income                   1,514             1,354         1,700
     Other creditors                                2,690             1,962         1,502
     Provisions and other liabilities               1,172             1,062           935
------------------------------------------------------------------------------------------
Total                                              13,862            12,599        11,747
------------------------------------------------------------------------------------------
Total liabilities                                 187,287           165,793       175,267
------------------------------------------------------------------------------------------
Total equity and liabilities                      192,414          169,316        179,902
------------------------------------------------------------------------------------------






IFRS BASIS RESULTS

STATUTORY BASIS RESULTS

                                                                       

SUMMARY CASH FLOW STATEMENT                        Half Year 2005 Half Year 2004
                                                             GBPm           GBPm
--------------------------------------------------------------------------------
Net cash flows from operating activities (note
(i))

IFRS basis income, net of post-tax transfers to             642            644
unallocated surplus of with-profits funds, before
tax attributable to policyholders and unallocated
surplus of with-profits funds, unit linked
policies and shareholders (note D)
Changes in operating assets and liabilities                (693)          (151)
Other items                                                 (52)          (160)
--------------------------------------------------------------------------------
                                                           (103)           333
--------------------------------------------------------------------------------
Net cash flows from investing activities
Net cash flows from purchases and disposals of              (52)           (35)
property and equipment
Acquisition of subsidiaries of business operations         (141)             -
(Life Insurance Company of Georgia) (note (ii))
--------------------------------------------------------------------------------
                                                           (193)           (35)
--------------------------------------------------------------------------------
Net cash flows from financing activities
Structural borrowings of the Group:
       Shareholder financed operations (note
       (iii))
            (Redemption) Issue                             (171)            41
            Interest paid                                   (95)           (85)
       With-profits operations (note (iv))
            Interest paid                                    (9)            (9)
Equity capital:
       Issues of ordinary share capital                      40             61
       Dividends paid to shareholders                      (253)          (214)
--------------------------------------------------------------------------------
                                                           (488)          (206)
--------------------------------------------------------------------------------
Effect of exchange rate changes on cash and cash             59            (20)
equivalents                                           
--------------------------------------------------------------------------------
Net (decrease) increase in cash and cash                   (725)            72
equivalents
Cash and cash equivalents at beginning of period          4,429          2,800
--------------------------------------------------------------------------------
Cash and cash equivalents at end of period (note          3,704          2,872
(v))                                                 
--------------------------------------------------------------------------------



Notes


(i) The adjusting items to IFRS basis income include changes in operating assets
and liabilities,  and other items comprising  adjustments in respect of non-cash
items, operational interest receipts and payments, dividend receipts, income tax
paid and cash flows in  respect  of assets  categorised  as  available  for sale
investments.  The most  significant  elements  of the  adjusting  items  are the
changes in operating assets and liabilities made up as follows:



                                                                     

                                                 Half Year 2005 Half Year 2004
                                                           GBPm           GBPm

   Deferred acquisition costs (excluding changes            (35)           (34)
   taken directly to equity)
   Other non-investment and non-cash assets              (1,379)        (1,048)
   Investments                                           (7,870)        (2,613)
   Banking customer accounts                               (240)          (838)
   Insurance liabilities (including unallocated           8,534          1,694
   surplus)
   Other liabilities including operational                  297          2,688
   borrowings
   ---------------------------------------------------------------------------
   Changes in operating assets and liabilities             (693)          (151)
   ---------------------------------------------------------------------------



(ii)  Purchases  and sales of  subsidiaries  shown  above are those of  business
operations.  Purchases and sales of venture subsidiaries of the PAC with-profits
fund  and  cash  flows of  investment  funds  that are  subject  to  changes  in
consolidation  status  are  accounted  for in the same way as for cash  flows in
respect of portfolio investments, that is within operating cash flows.

(iii) Structural  borrowings of shareholder  financed operations consists of the
core debt of the  parent  company  and  related  finance  subsidiaries,  Jackson
National  Life  surplus  notes  and Egg  debenture  loans.  Core  debt  excludes
borrowings to support short-term fixed income securities reinvestment programmes
and non-recourse  borrowings of investment  subsidiaries of shareholder financed
operations.  Cash flows in  respect  of these  borrowings  are  included  within
operating cash flows.

(iv)  Structural  borrowings  of  with-profits  operations  relate solely to the
GBP100m 8.5%  undated  subordinated  guaranteed  bonds which  contribute  to the
solvency  base of the  Scottish  Amicable  Insurance  Fund  (SAIF) a ring fenced
sub-fund  of the PAC  with-profits  fund.  Cash  flows  on other  borrowings  of
with-profits funds, which principally relate to venture investment subsidiaries,
are categorised as operating activities in the presentation above.

(v) Previously,  under UK GAAP,  following the  requirements of FRS1 ("Cash Flow
Statements"),  the Group's statutory basis cash flow statement excluded the cash
flows of long-term business funds. Under IFRS the cash flow statement  comprises
consolidated  cash flows for the Group as a whole,  including those of long-term
business  funds.  Of the cash and cash  equivalents  amounts  of  GBP3,704m  and
GBP2,872m,  GBP42m and GBP93m  represent cash and cash equivalents of the parent
company and related finance subsidiaries.


IFRS BASIS RESULTS

STATUTORY BASIS RESULTS

NOTES ON THE UNAUDITED STATUTORY BASIS RESULTS

A         Basis of preparation and audit status

EU  law  (IAS  Regulation  EC  1606  /  2002)  requires  that  the  next  annual
consolidated  financial statements of the Group, for the year ending 31 December
2005, be prepared in accordance with International Financial Reporting Standards
(IFRS) adopted for use in the EU.

This  interim  financial  information  has  been  prepared  on the  basis of the
recognition and measurement requirements of those standards in issue that either
are endorsed by the EU and effective  (or  available  for early  adoption) at 31
December  2005 or are expected to be endorsed and  effective  (or  available for
early  adoption) at 31 December  2005,  the Group's first IFRS annual  reporting
date.

Compared to the UK GAAP basis of presentation,  the statutory IFRS basis results
reflect the application of:

(i) Measurement and recognition  changes arising from policies the Group expects
to apply on the  adoption of all IFRS  standards,  other than IAS32  ("Financial
Instruments:  Disclosure  and  Presentation"),  IAS39  ("Financial  Instruments:
Recognition and Measurement"), and IFRS4 ("Insurance Contracts"), from 1 January
2004.  The half year 2005  results  include the  expected  effect of these three
standards from 1 January 2005.

(ii) Changes to the format of the results and other presentational  changes that
the Group expects to apply in its full year 2005 financial  statements in so far
as they affect the summary results included in this interim report.

In  addition,  compared  to the basis of  preparing  supplementary  results  and
earnings  per share  basis  information  previously  provided  under UK GAAP,  a
discretionary  change  of  policy  for  the  basis  of  determining  longer-term
investment returns included in operating profit based on longer-term  investment
returns has been  applied in respect of the policy for  determining  longer-term
investment  returns  included in  operating  profits.  Details of the change are
described in note B.

The statutory IFRS basis results for the 2005 and 2004 half years are unaudited.
References  to  UK  GAAP  results   throughout  the  statutory  basis  financial
statements  contained in this report  reflect the Group's  previously  published
results for the 2004 half year and full year.  The UK GAAP basis results for the
2004 half year are  unaudited.  The 2004  full  year UK GAAP  results  have been
derived from the 2004 statutory accounts. The auditors have reported on the 2004
statutory  accounts and they have been  delivered to the Registrar of Companies.
The auditors'  report was not  qualified  and did not contain a statement  under
section 237(2) or (3) of the Companies Act 1985.

B         Significant changes of basis of preparation and accounting policy

The  changes of  accounting  policy that arise on the  conversion  to IFRS basis
reporting are numerous and extend to many items of income,  expenditure,  assets
and  liabilities.  Comprehensive  details of the changes were  included with the
announcement  of  restated  2004  comparative  results  on 2 June  2005  and are
available at the Group's  web-site at  www.prudential.co.uk  or on request.  The
policy changes from the 2004 UK GAAP audited  financial  statements which are of
significance to reported results are as follows:-

2004 and 2005 results

Basis of preparation

Under UK GAAP, the Group's  consolidated  financial  statements  were previously
prepared  in  accordance  with  applicable  accounting  standards  under UK GAAP
including being in accordance with the Statement of Recommended  Practice issued
in November 2003 by the Association of British Insurers.

The  statutory  basis  financial  statements  included  in this report have been
prepared on the basis of policies expected to be applied under IFRS for the year
ending  31  December  2005.  The 2004  full year  results  included  in the IFRS
financial  information  within this report  establish the comparative  financial
information  in summary  format  that the Group  expects to be  included  in the
Group's first set of IFRS  financial  statements for the year ending 31 December
2005. However, due to the continuing work of the IASB and possible amendments to
the interpretative  guidance,  the Group's accounting  policies and consequently
the information presented may change for the Group's full year 2005 results.

The date of  adoption of IFRS is 1 January  2004.  As at that date the Group has
applied all IASB standards on a basis prescribed or permitted by those standards
in the preparation of its consolidated financial statements.

In general,  a Group is required to determine its IFRS  accounting  policies and
apply those  retrospectively  to determine its opening balance sheet under IFRS.
However,  in  accordance  with  IFRS1  ("First-time  Adoption  of  International
Financial Reporting Standards"),  the Group has applied the mandatory exceptions
and certain optional exemptions from full retrospective application of IFRS.

Significant exemptions from full retrospective  application elected by the Group
are as follows:

Business combinations

The Group has  elected  not to apply  retrospectively  the  provisions  of IFRS3
("Business  Combinations")  to business  combinations  that occurred  prior to 1
January 2004. At the date of adoption, therefore, no adjustment was made between
UK GAAP and IFRS shareholders'  funds for any historical  business  combination.
Consistent with this approach,  goodwill recognised in the opening balance sheet
at 1 January 2004 for acquired businesses that have previously been consolidated
is the same as previously  shown under UK GAAP.  Goodwill on newly  consolidated
entities, for example on venture fund investments, is determined by reference to
net assets at transition date.

Comparatives

The  Group  has  taken  advantage  of the  exemption  within  IFRS  that  allows
comparative  information  presented in the first year of adoption of IFRS not to
comply with the standards IAS32, IAS39 and IFRS4.

Consolidation principles

Inter-company transactions

Previously,  under UK GAAP, all  inter-company  transactions  were eliminated on
consolidation  except  for  investment  management  fees  charged by M&G and the
Group's US and Asia fund management operations to long-term business funds.

Under IFRS, all  inter-company  transactions  are  eliminated on  consolidation.
Investment  management  fees  charged by M&G,  and the  Group's US and Asia fund
management   operations  to  long-term   business  funds  are  recorded   within
inter-segment  revenue and  expenditure  as set out in note D but  eliminated on
consolidation in the summary income statement.

Entities subject to consolidation

Previously,  under UK GAAP, the assets and  liabilities  and results of entities
were consolidated where Prudential had a controlling interest under the terms of
Companies Act legislation,  FRS2 ("Accounting for subsidiary  undertakings") and
other relevant UK GAAP interpretations.

Entities  are  consolidated  under  IFRS if they fall  within the scope of IAS27
("Consolidated and Separate Financial Statements") and the IFRIC interpretation,
SIC12  ("Consolidation  - Special Purpose  Entities"),  of the IASB. Under IFRS,
certain  investment  vehicles  are newly  consolidated  due to the  requirements
differing from UK GAAP.

IFRS BASIS RESULTS

STATUTORY BASIS RESULTS

NOTES ON THE UNAUDITED STATUTORY BASIS RESULTS (CONTINUED)

B Significant changes of basis of preparation and accounting policy (continued)

2004 and 2005 results (continued)

Basis of presentation of tax charges

Under  Companies  Act  requirements,  previously,  tax charges  attributable  to
policyholders  and  unallocated  surplus of  with-profits  funds and unit linked
policies were charged,  together with tax charges  attributable to the long-term
business  result  attributable to  shareholders,  as an expense in the long-term
business  technical  account of the  Company's Act format of the profit and loss
account. In the non-technical  section (i.e. the summary profit and loss section
attributable  to  shareholders)  the  post-tax  balance   transferred  from  the
long-term business technical account was grossed up by attributable  shareholder
tax to derive the  pre-shareholder tax long-term business result. Tax charges in
the non-technical  account reflected the aggregate of the shareholder tax on the
long-term business result and on the Group's other results.

Under UK Listing Authority rules, profit before tax is required to be presented.
This  requirement,  coupled  with the fact that IFRS  does not  contemplate  tax
charges which are  attributable  to  policyholders  and  unallocated  surplus of
with-profits funds and unit linked policies, necessitates the reporting of total
tax  charges  within the  presented  results.  The result  before all taxes i.e.
'profit  before  tax' is shown in the income  statement  as "IFRS  basis  income
(representing  income,  net of  post-tax  transfers  to  unallocated  surplus of
with-profits  funds,  before tax attributable to  policyholders  and unallocated
surplus  of  with-profits   funds,  unit  linked  policies  and  shareholders)".
Separately,  within the income  statement  "Profit  from  continuing  operations
(including actual  investment  returns) before tax attributable to shareholders"
is shown after deduction of taxes  attributable to policyholders and unallocated
surplus of  with-profits  funds and unit  linked  policies.  Tax charges on this
measure of profit  reflect  the tax charges  attributable  to  shareholders.  In
determining the tax charges attributable to shareholders,  the Group has applied
a methodology  consistent with that previously  applied under UK GAAP reflecting
the broad principles underlying the tax legislation on life assurance companies.

Pension costs

Under UK GAAP,  the Group applied the  provisions of SSAP24  ("Pension  Costs").
Consistent with the surplus  financial  position of the Prudential Staff Pension
Scheme (PSPS) (which  accounts for 90 per cent of the liabilities of the Group's
defined  benefit  pension  schemes)  at 5 April  2002,  when the scheme was last
subject to a full  triennial  actuarial  valuation,  and the  scheme  rules over
minimum  levels of funding,  no SSAP24 basis  prepayment  or provision  has been
reported in the Group's UK GAAP balance sheet.  Additional disclosures were made
in the notes to the  Group's  financial  statements  concerning  the  Group's UK
defined  benefit   schemes,   applying  the  methodology   prescribed  by  FRS17
("Retirement Benefits").

Under  IAS19  ("Employee  Benefits")  the  impact of the  surplus  or deficit of
defined benefit pension schemes on the  consolidated  net assets of the Group is
determined by the difference  between the market value of assets held within the
schemes  and the net  present  value of  projected  future  cash flows  based on
accrued liabilities.  The net present value is determined by applying a discount
rate  based on the yield at the  balance  sheet date on high  quality  corporate
bonds.

The deficits on the Group's  defined  benefit  pension  schemes are  apportioned
between  shareholders'  equity and unallocated  surplus of the PAC  with-profits
fund based on the weighted  cumulative  activity  attaching to the contributions
paid into the schemes in the past. For the PSPS scheme it is currently estimated
that 80 per cent of the deficit is attributable to the PAC with-profits fund and
20 per cent to shareholder backed operations.

The IAS income statement charge for pension costs comprises two items, namely

(a) The aggregate of the  actuarially  determined  service cost of the currently
employed  personnel,  the unwind of discount on  liabilities at the start of the
period, less the expected investment return on the scheme assets at the start of
the reporting period, and

(b)  Actuarial  gains and losses.  These gains and losses  arise from changes in
assumptions, the difference between actual and expected investment return on the
scheme assets, and experience gains and losses on liabilities.

Goodwill

Under  UK  GAAP,  with  effect  from  1  January  1998,  goodwill  arising  from
acquisitions  was  reflected  as an asset on the  balance  sheet  and  amortised
through the  consolidated  profit and loss account on a straight line basis over
its  estimated  useful life,  not  exceeding 20 years.  Prior to 1 January 1998,
goodwill  relating to acquisitions was charged directly to shareholders'  funds.
As  permitted  under the  transitional  arrangements  of FRS10,  ("Goodwill  and
Intangible Assets"),  amounts previously charged to shareholders' funds were not
reinstated as assets in the UK GAAP balance sheet.

Under IFRS,  the goodwill  balance at 1 January 2004 reflects the carrying value
of UK GAAP  goodwill for  previously  consolidated  entities at that date on the
basis  described  above,  as well as  goodwill  on  certain  newly  consolidated
entities.  Under IFRS,  goodwill  is no longer  amortised.  However,  impairment
testing is required  annually and on adoption.  In addition,  as  prescribed  by
IFRS1 ("First-time  Adoption of International  Financial Reporting  Standards"),
goodwill  previously  charged  to  shareholders'  funds  on  transition  is  not
transferred to the income  statement upon disposal of the relevant  entity.  For
half year 2005 an  impairment  charge in respect of  goodwill  attaching  to the
Japan Life Insurance business was appropriate.

Share based payments

The Group offers share awards and option plans for certain key  employees  and a
Save As You Earn  (SAYE)  plan for all UK and certain  overseas  employees.  The
arrangements  for distribution to employees of shares held in trusts relating to
share award plans and for  entitlement  to dividends  depend upon the particular
terms of each  plan.  Shares  held in  trusts  relating  to  non-SAYE  plans are
conditionally gifted to employees.  Previously,  under UK GAAP, compensation for
non-SAYE  plans was  recorded  over the periods to which share awards or options
were earned based on intrinsic  value. No costs were required to be recorded for
SAYE plans.

Under IFRS,  share based  payments are accounted for on a fair value basis.  The
fair value is  recognised  in the income  statement  over the  relevant  vesting
period  and  adjusted  for  lapses  and  forfeitures  with the  number of shares
expected to lapse or be forfeited  estimated at each balance sheet date prior to
the vesting date.  The only  exception is where the share based payment  depends
upon vesting outcomes  attaching to market based performance  conditions such as
in the case of the Restricted Share Plan. Under these  circumstances  additional
modelling  is required  to take into  account  these  market  based  performance
conditions which effectively  estimate the number of shares expected to vest. No
subsequent  adjustment  is then made to the fair value charge for shares that do
not vest on account of these performance conditions not being met.

IFRS BASIS RESULTS

STATUTORY BASIS RESULTS

NOTES ON THE UNAUDITED STATUTORY BASIS RESULTS (CONTINUED)

B Significant changes of basis of preparation and accounting policy (continued)

2004 and 2005 results (continued)

Shareholders' dividends

Previously, under UK GAAP, shareholders' dividends were accrued in the period to
which they related regardless of when they were declared.  Under IFRS, dividends
declared after the balance sheet date in respect of the prior  reporting  period
are  treated  as a  non-adjusting  event.  The  appropriation  reflected  in the
movement on capital and reserves for a half year period  therefore  reflects the
final dividend in respect of the prior year.

Additional significant changes for the 2005 results

Adoption of IAS32, IAS39 and IFRS4

The Group has chosen to apply the exemption within IFRS that allows  comparative
information  presented  in the first year of adoption of IFRS not to comply with
IAS32 ("Financial Instruments: Disclosure and Presentation"),  IAS39 ("Financial
Instruments:  Recognition and Measurement")  and IFRS4 ("Insurance  Contracts").
These  standards  have been formally  adopted on 1 January  2005.  The principal
effects of adopting these standards arises in the Group' UK and Europe long-term
business  contracts,  JNL's fixed income securities and derivative  instruments,
and Egg's banking assets, liabilities and derivatives positions.

Long-term business

On adoption of these standards,  the measurement basis of assets and liabilities
of long-term  business  contracts is dependent  upon the  classification  of the
contracts under IFRS4 as either "insurance" contracts, if the level of insurance
risk in the contracts is significant,  or "investment" contracts, if the risk is
insignificant.  Insurance  contracts  are  permitted to be  accounted  for under
previously  applied GAAP. The Group has chosen to apply this approach.  However,
as an improvement to accounting policy, permitted by IFRS, the Group has applied
the  requirements  of  the  UK  standard  FRS27  ("Life  Assurance")  to  its UK
with-profits funds as explained in note I. For those "investment" contracts with
discretionary   participating   features,   IFRS4  also  permits  the  continued
application  of  previously  applied  GAAP.  The Group has  chosen to apply this
approach.

For those "investment" contracts that do not contain discretionary participating
features,  IAS39 and,  where the  contract  includes  an  investment  management
element,  IAS18  ("Revenue")  apply  measurement  principles  to the  assets and
liabilities  attaching  to the contract  that may diverge from those  previously
applied  under UK GAAP.  The  changes  primarily  arise in respect  of  deferred
acquisition  costs,  deferred income reserves and provisions for future expenses
commonly called "sterling reserves".

Under UK GAAP,  acquisition  expenses are deferred with  amortisation on a basis
commensurate with the anticipated emergence of margins under the contract. Under
IFRS, acquisition costs for investment contracts are deferred to the extent that
is  appropriate to recognise an asset that  represents the entity's  contractual
right to benefit from providing investment  management services and is amortised
as the entity  recognises the related  revenue.  IAS18 further reduces the costs
potentially capable of deferral to incremental costs only. Deferred  acquisition
costs are amortised to the income statement in line with service provision.

Deferred  income  provisions  for front end fees and  similar  arrangements  are
required to be established for investment  management contracts under IAS18 with
amortisation  over  the  expected  life of the  contract  in line  with  service
provision.  In contrast to UK GAAP,  sterling  reserves are not  permitted to be
recognised  under IFRS. An additional  feature is that investment  contracts are
closer in nature to a deposit style arrangement between the policyholder and the
company.  Under IFRS premiums and  withdrawals  for these contracts are recorded
within the balance sheet directly as a movement on the  policyholder  liability.
After making these and other  consequential  changes,  the IFRS income statement
reflects fee income on the contracts,  expenses and taxation  rather than the UK
GAAP basis revenue account.

The investment contract  classification applies primarily to certain unit linked
and similar contracts in the UK Insurance  Operations and Guaranteed  Investment
Contracts  of Jackson  National  Life (JNL).  However,  significant  differences
between the timing of recognising profitability under UK GAAP and IFRS bases are
confined to the UK contracts only.

JNL fixed income securities and derivative instruments

Under IAS39,  except for loans and receivables,  and unless designated under the
very  restrictive  held to maturity  classification  on an asset by asset basis,
most financial assets,  including derivatives,  are carried in the balance sheet
at fair value.  To this extent IAS39 is  consistent  with the basis of valuation
applied  under UK GAAP for most  financial  assets of the  Group's  UK and Asian
insurance  operations.  On application of IAS39,  movements in the fair value of
investments  are  recorded  either  in  the  income  statement  or  directly  to
shareholders'  reserves in the balance sheet, depending upon the designation and
the impact of hedge accounting rules. Derivative instruments are carried at fair
value  with value  movements  being  recorded  in the  income  statement.  Hedge
accounting, whereby value movements on derivatives and hedged items are recorded
together in the performance statements,  is permissible only if certain criteria
are met regarding the establishment of documentation  and continued  measurement
of hedge effectiveness.

The changes  from UK GAAP to the basis  applied from 1 January 2005 arising from
these  valuation  requirements  are  concentrated  on  the  accounting  for  the
investments  and derivatives of JNL.  Previously the fixed income  securities of
JNL,  unless  impaired,  were accounted for at amortised  cost with  derivatives
similarly  treated.  On adoption of IAS39,  the Group has decided to account for
JNL's fixed income securities on an "available-for-sale" (AFS) basis whereby the
fixed income  securities  are accounted for at fair value with movements in fair
value being  recorded in the  Statement  of  Recognised  Income and Expense i.e.
directly  to  shareholders'  reserves  rather than the income  statement.  Value
movements for JNL's  derivatives  are however booked in the income  statement as
required by IAS39.

The Group has  decided not to seek to hedge  account  for the  majority of JNL's
derivatives under IAS39. To do so would require a wholesale  re-configuration of
JNL's derivative book into much smaller components than currently applied by JNL
through its  economic  hedge  programme,  and  accompanied  by an extra layer of
hedging instruments, beyond what is economically rational.

IFRS BASIS RESULTS

STATUTORY BASIS RESULTS

NOTES ON THE UNAUDITED STATUTORY BASIS RESULTS (CONTINUED)

B Significant changes of basis of preparation and accounting policy (continued)

Additional significant changes for the 2005 results (continued)

Egg

The changes of policy for Egg arising from the adoption of IAS39 arise primarily
in respect of determination of effective  interest rates,  impairment  losses on
loans  and  advances  to  customers,  carrying  values  of  wholesale  financial
instruments and equity savings products.

For credit card  receivables,  under UK GAAP, the carrying amount of credit card
receivables  with low or zero rate interest on balance  transfers are carried at
cost with interest  being accrued at 0% during the incentive  period and then at
the standard rate thereafter.  Under IAS39, these receivables are measured on an
amortised cost basis.

For loans and advances to  customers,  specific and  formulated  provisions  are
raised against non-performing loans and a general provision against the balance.
Under  IAS39,  an  impairment  loss is only  recognised  when there is objective
evidence that a debt is impaired.

Wholesale  instruments,  under  UK GAAP,  were  previously  accounted  for on an
accruals cost basis. Under IAS39,  certain wholesale  financial  instruments are
required to be measured at fair value,  and  depending on whether they have been
classified as fair value through the profit and loss or available-for-sale,  the
changes  in fair  value are  recognised  in the  income  statement  or in equity
respectively.  The adjustments for wholesale financial  instruments also include
the impact of designating some of Egg's derivatives as cash flow hedges.

Certain equity savings products contain embedded  derivatives.  Previously these
derivatives  have been  accounted for on an amortised  cost basis.  Under IAS39,
they are required to be fair valued.

Supplemental  earnings  information and discretionary  non-IFRS change of policy
for longer-term investment returns

Previously,  under UK GAAP, the Group used operating profit based on longer-term
investment returns before amortisation of goodwill as a supplemental  measure of
its results. For the purposes of measuring operating profit,  investment returns
on shareholder financed business were based on the expected longer-term rates of
return. For fixed income securities,  the longer-term  returns (including losses
arising on the recognition of permanent diminutions in value) were averaged over
five years for inclusion in operating profit.

Under IFRS,  the Group  continues to use operating  profit based on  longer-term
investment  returns as a  supplemental  measure of its results,  as disclosed in
note E. For the purposes of measuring  operating profit,  investment  returns on
shareholder  financed business continue to be based on the expected  longer-term
rate of return.  However,  for fixed income securities,  the five year averaging
approach  described  above has been  replaced  with a basis  that  more  closely
reflects  longer-term  experience.  The amount included in operating results for
longer-term  capital returns  comprises two components.  These are a risk margin
reserve based charge for expected defaults,  which is determined by reference to
the credit  quality of the  portfolio,  and  amortisation  of  interest  related
realised gains and losses to operating results to the date when sold bonds would
have otherwise  matured.  This change has been applied following a comprehensive
review of the Group's  accounting  policies and is unrelated to the requirements
of IFRS.

Items  excluded from operating  profit,  but included in total pre-tax profit of
continuing   operations,   include  goodwill  impairment   charges,   short-term
fluctuations in investment  returns (i.e.  actual less longer-term  returns) and
actuarial gains and losses on defined benefit pension schemes.  For the purposes
of distinguishing actuarial gains and losses on defined benefit pension schemes,
the component for short-term fluctuations in investment returns is determined by
reference to plan assets plus any Prudential policies held by the scheme.  Total
profits  are  unaffected  by the  change  of  basis of  determining  longer-term
investment returns.

The  supplemental   earnings   information  in  the  statutory  basis  financial
statements is presented for 2005 but not for 2004 comparative  results.  This is
because the comparative  2004 results do not incorporate the effects of adoption
of  IAS32,  IAS39  and  IFRS4  and are  thus  inconsistent  with  the  basis  of
preparation  for  the  2005  results.  A  comparison  of  supplemental  earnings
information based on the statutory IFRS basis results for 2005 and proforma IFRS
results for 2004, which reflect the estimated effects of adoption of these three
standards on the 2004 results of the Group's insurance operations is included in
the supplementary IFRS results within this report.

IFRS BASIS RESULTS

STATUTORY BASIS RESULTS

NOTES ON THE UNAUDITED STATUTORY BASIS RESULTS (CONTINUED)




C Reconciliations of summary income statements

                                                                              

                               Half Year 2004                                Full Year 2004
                             IFRS adjustments                               IFRS adjustments
                   -----------------------------------------  ---------------------------------------------
                      UK Presentation Recognition, Statutory  UK GAAP Presentation Recognition, Statutory
                    GAAP           of  measurement      IFRS  (note C           of  measurement      IFRS
                 (note C      UK GAAP          and     basis     (i))      UK GAAP          and     basis
                    (i))      in IFRS        other                         in IFRS        other
                               format      changes                          format      changes
                         (note C (i))(note C (ii))                    (note C (i))(note C (ii))
                    GBPm         GBPm         GBPm      GBPm     GBPm         GBPm         GBPm      GBPm
---------------------------------------------------------------------------------------------------------
Insurance contract 7,397            0            0     7,397   16,099            0            0    16,099
revenues
Investment         2,380          987         (122)    3,245   13,917        2,074         (249)   15,742
income
UK fund management    79          (79)           0         0      136         (136)           0         0
result
US broker dealer      (2)           2            0         0      (14)          14            0         0
and fund
management
result
Asia fund             10          (10)           0         0       19          (19)           0         0
management
result
UK banking result     30          (30)           0         0       63          (63)           0         0
(continuing
operations)
Other                  0          350          536       886        0          760        1,266     2,026
income       
---------------------------------------------------------------------------------------------------------
Total revenue      9,894        1,220          414    11,528   30,220        2,630        1,017    33,867
---------------------------------------------------------------------------------------------------------
Benefits and      (8,410)          (7)        (165)   (8,582)  (26,598)        (37)          51   (26,584)
claims for
insurance
contracts, and
movement in
unallocated
surplus of
with-profits funds
determined after
charging taxes
borne by
policyholders and
unallocated
surplus of
with-profits funds
and unit linked
policies
Acquisition costs   (901)      (1,119)        (188)   (2,208)  (2,069)      (2,397)      (1,060)   (5,526)
and other
operating
expenditure
Interest on                       (94)                   (94)                 (196)                  (196)
structural
borrowings
Amortisation of      (48)           0           48         0      (94)           0           94         0
goodwill           
(continuing
operations)
---------------------------------------------------------------------------------------------------------
Total charges      (9,359)     (1,220)        (305)  (10,884)  (28,761)     (2,630)        (915)  (32,306)
---------------------------------------------------------------------------------------------------------

IFRS basis income,   535                       109       644    1,459                       102     1,561
net of post-tax
transfers to
unallocated
surplus of
with-profits
funds, before tax
attributable to
policyholders and
unallocated
surplus of
with-profits
funds, unit linked
policies and
shareholders
Income tax          (226)                      (23)     (249)    (701)                      (10)     (711)
attributable to
policyholders and
unallocated
surplus of
with-profits funds
and unit linked
policies
---------------------------------------------------------------------------------------------------------
Profit from          309                        86       395      758                        92       850
continuing         
operations
(including actual
investment
returns) before
tax attributable
to shareholders
---------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------
Income tax
(expense) benefit
attributable to
shareholders:
    Total tax       (354)                      (33)     (387)    (947)                       (4)     (951)
    attributable
    to
    policyholders
    and
    unallocated
    surplus of
    with-profits
    funds, unit
    linked
    policies and
    shareholders
    Less: Income     226                        23       249      701                        10       711
    tax             
    attributable
    to
    policyholders
    and
    unallocated
    surplus of
    with-profits
    funds and unit
    linked
    policies
---------------------------------------------------------------------------------------------------------
Income tax          (128)                      (10)     (138)    (246)                        6      (240)
attributable to     
shareholders
---------------------------------------------------------------------------------------------------------
Profit from          181                        76       257      512                        98       610
continuing
operations after
tax
Discontinued         (18)                        1       (17)     (94)                               (94)
operations (net of  
tax)
---------------------------------------------------------------------------------------------------------
Profit for the       163                        77       240      418                        98      516
period              
---------------------------------------------------------------------------------------------------------

Attributable to:
    Equity holders   156                        77       233      428                        89      517
    of the parent
    company
    Minority           7                         0         7      (10)                        9       (1)
    interest        
---------------------------------------------------------------------------------------------------------
Profit for the       163                        77       240      418                        98      516
period              
---------------------------------------------------------------------------------------------------------



Notes


C (i) UK GAAP results

The UK GAAP basis results shown above reflect those  previously  recorded in the
technical  accounts  and  non-technical  account of the Group's  profit and loss
account under Companies Act requirements. These results are then reconfigured to
be  consistent  with the format  expected  to be applied  for  reporting  in the
Group's 2005 full year financial statements under IFRS.

C (ii) Recognition, measurement and other changes

Changes  to profit  from  continuing  operations  (including  actual  investment
returns) before and after tax attributable to  shareholders,  for Half Year 2004
and Full Year 2004 reflect the expected effects of IFRS adoption. In summary the
effects are for:



                                                                     

                                               Half Year 2004   Full Year 2004
                                                         GBPm             GBPm

   Egg - primarily relates to charges for                   1               (2)
   share based payments in respect of Egg
   shares
   Additional pension costs and share based                (2)              (4)
   payments costs in respect of Prudential plc
   shares not allocated by business unit
   Amortisation of goodwill not permitted                  48               94
   under IFRS
   Actuarial gains and losses of defined                   48               (7)
   benefit schemes recognised under IFRS
   Value movements of US investment funds                  (9)               2
   newly consolidated under IFRS
   Share of profits of venture investment                   0                9
   companies and property partnerships of the
   PAC with-profits fund, newly consolidated
   under IFRS, that is attributable to
   external investors.
                                                       --------         --------
   Total changes before tax                                86               92

   Related tax                                            (10)               6
                                                       --------         --------
   Total changes after tax                                 76               98
                                                       --------         --------


Changes to revenue,  charges,  and related tax of the Group's with-profits funds
principally  relate to  measurement  differences on  investments,  consolidation
criteria for venture and  subsidiaries,  and pension cost accounting.  The total
change to IFRS basis  income for these  changes for Half Year 2004 and Full Year
2004 after related tax adjustments was GBP160m and GBP(22)m respectively.  These
amounts  have been  reflected  by  changes  of an equal and  opposite  amount to
transfers to unallocated surplus with no net effect on shareholder  results. For
Half Year 2004,  GBP126m of that GBP160m  change relates to pension costs due to
actuarial gains on the Group's UK defined benefit pension schemes.

A summarised explanation of the changes of accounting policies that give rise to
these adjustments is contained in note B.




IFRS BASIS RESULTS

STATUTORY BASIS RESULTS

NOTES ON THE UNAUDITED STATUTORY BASIS RESULTS (CONTINUED)

                                                                                        

                                                                           Half Year    Half Year
D  Segment disclosure                                                      2005 GBPm    2004 GBPm
--------------------------------------                                         -------     --------

Revenue
---------
Long-term business, including revenue of PAC venture fund and other           17,679       10,661
investment subsidiaries
Banking                                                                          682          591
Broker dealer and fund management                                                420          384
Unallocated corporate                                                             67           35
Intragroup revenue eliminated on consolidation                                  (147)        (143)
--------------------------------------                                         -------     --------
                                                                              18,701       11,528
Total revenue per income statement
--------------------------------------                                         -------     --------

Charges (before income tax attributable to policyholders and unallocated
surplus of long-term insurance funds)
-------------------------------------------------------------------------

Long-term business, including expenditure of PAC venture fund and other      (16,964)     (10,082)
investment subsidiaries and post-tax transfers to unallocated surplus of
with-profits funds
Banking                                                                         (669)        (558)
Broker dealer and fund management                                               (329)        (291)
Unallocated corporate                                                           (244)         (96)
Intragroup charges eliminated on consolidation                                   147          143
--------------------------------------                                         -------     --------
                                                                             (18,059)     (10,884)
Total charges per income statement
--------------------------------------                                         -------     --------

Segment results - Revenue less charges
Long-term business                                                               715          579
Banking                                                                           13           33
Broker dealer and fund management                                                 91           93
Unallocated corporate                                                           (177)         (61)
--------------------------------------                                         -------     --------

IFRS basis income, net of post-tax transfers to unallocated surplus of           642          644
with-profits funds, before tax attributable to policyholders and
unallocated surplus of with-profits funds, unit linked policies, and
shareholders

Income tax attributable to policyholders and unallocated surplus of             (182)        (249)
with-profits funds and unit linked policies
--------------------------------------                                         -------     --------
Profit from continuing operations (including actual investment returns)          460          395
before tax attributable to shareholders                                        -------     --------
--------------------------------------




E Supplementary  analysis of profit from continuing operations (including actual
investment returns) before tax attributable to shareholders and related earnings
per share



                                                                  


Profit from continuing operations        Half Year     Half Year     Full year
before tax                               2005 GBPm     2004 GBPm     2004 GBPm
                                           
---------------------------------            -------       -------       -------

Operating profit from continuing               469
operations based on longer-term
investment returns before exceptional
items
Goodwill impairment charge                     (95)          Not           Not
Short-term fluctuations in investment           94    applicable    applicable
returns on shareholder backed
business
Shareholders' share of actuarial gains          (8)    (see note E   (see note E
and losses on defined benefit pension                       (i))          (i))
schemes
---------------------------------            -------       -------       -------
Profit from continuing operations              460
(including actual investment returns)        
before tax attributable to
shareholders
---------------------------------            -------       -------       -------

Earnings per share from continuing
operations

From operating profit based on              14.0p
longer-term investment returns after tax
and related minority interest of GBP331m
Adjustment for goodwill impairment          (4.0)p           Not           Not
charge
Adjustment from post-tax longer-term         3.0p     applicable    applicable
investment returns to post-tax actual
investment returns (after related
minority interest)
Adjustment for post-tax shareholders'       (0.3)p (see note E(i))   (see note E
share of actuarial gains and losses on                                      (i))
defined benefit pension schemes                      
---------------------------------            -------       -------       -------
Based on profit from continuing             12.7p
operations after minority interest of      
GBP299m
---------------------------------            -------       -------       -------



Note


E (i) The supplementary analysis of statutory IFRS basis results shown above has
been presented only for half year 2005.  Details have not been provided for 2004
as the results would not be  comparable.  This is due to IAS32,  IAS39 and IFRS4
being only adopted from 1 January 2005.


Additional  analysis of the 2005 result, and proforma basis comparative  results
for 2004 as if  these  standards  had  been  applied  by the  Group's  insurance
operations  from 1 January 2004,  is provided as  supplementary  information  to
these  financial  statements.  The analysis on those pages does not form part of
the financial statements.




IFRS BASIS RESULTS

STATUTORY BASIS RESULTS

NOTES ON THE UNAUDITED STATUTORY BASIS RESULTS (CONTINUED)

F         Reconciliations of equity and balance sheets

                                                                       

At 1 January 2004                               Shareholders'    Minority     Total
                                                       equity    interest    equity
                                                         GBPm        GBPm      GBPm
-----------------------------------------------------------------------------------
Changes on adoption of statutory IFRS basis
----------------------------------------------
Treasury shares adjustment for Prudential plc             (40)                  (40)
shares held by unit trusts newly consolidated
under IFRS (note F(i))
Minority share of equity of consolidated                               32        32
venture investments companies and property
partnerships of the PAC with-profits fund
(note F(i))
Shareholders' share of deficits (net of tax)             (110)                 (110)
of UK defined benefit pension schemes (note F
(ii))
Timing difference on recognition of dividend              214                   214
declared after balance sheet date (note F
(iii))
Other items                                                (8)         (2)      (10)
-----------------------------------------------------------------------------------
Total                                                      56          30        86

Equity at 1 January 2004
----------------------------
As previously published under UK GAAP                   3,240         107     3,347
-----------------------------------------------------------------------------------
As restated under statutory IFRS                        3,296         137     3,433
-----------------------------------------------------------------------------------






IFRS BASIS RESULTS


STATUTORY BASIS RESULTS


NOTES ON THE UNAUDITED STATUTORY BASIS RESULTS (CONTINUED)


F         Reconciliations of equity and balance sheets (continued)

                                                                      

At 30 June 2004                  Effect of changes on implementation of IFRS
                                      Recognition and measurement changes
                           -------------------------------------------------------------------
                            UK     Newly    Defined       Other Grossing-     Total Statutory
                          GAAP  consoli-    benefit recognition        up      IFRS      IFRS
                                   dated    pension         and       and   changes     basis
                                entities    schemes measurement     other
                                 (note F accounting     changes    format
                                    (i))    (note F     (note F   changes
                                              (ii))      (iii))
                          GBPm      GBPm       GBPm        GBPm      GBPm      GBPm      GBPm
----------------------------------------------------------------------------------------------
Assets

Goodwill:
    Attributable to                  565                                        565       565
    PAC with-profits
    fund
    Attributable to      1,456                               48                  48     1,504
    shareholders
Investments: per IFRS              2,124                    (21)  153,046   155,149   155,149
balance sheet
Investments: per UK    120,061                                   (120,061) (120,061)        0
GAAP analysis
(non-linked, linked
and banking business
assets)
Other items             42,717     1,366         56         122   (32,163)  (30,619)   12,098
----------------------------------------------------------------------------------------------
Total assets           164,234     4,055         56         149       822     5,082   169,316
----------------------------------------------------------------------------------------------

Equity and
liabilities
Equity
Attributable to          3,320       (51)       (78)        161                  32     3,352
shareholders of the
parent company
Minority interest          103        70                     (2)                 68       171
----------------------------------------------------------------------------------------------
Total equity             3,423        19        (78)        159                 100     3,523
----------------------------------------------------------------------------------------------
Liabilities
Banking customer                                                    6,699     6,699     6,699
accounts: per IFRS
balance sheet
Banking business        12,245                                    (12,245)  (12,245)        0
liabilities: per UK
GAAP balance sheet
Insurance liabilities:

    Contract           123,091                 (115)          5                (110)  122,981
    liabilities
    (non-linked and
    linked business)
    Unallocated         12,110        28       (312)         (8)               (292)   11,818
    surplus of
    with-profits
    funds
Borrowings: per IFRS
balance sheet
    Core structural                                                 2,596     2,596     2,596
    borrowings of
    shareholder
    financed
    operations
    (excluding Egg)
    Other borrowings               1,086                      9     6,156     7,251     7,251
    attributable to
    shareholder
    financed
    operations
    Borrowings                     1,642                     98       109     1,849     1,849
    attributable to
    with-profits
    funds
Borrowings: per UK       4,589                                     (4,589)   (4,589)        0
GAAP balance sheet
(subordinated
liabilities, debenture
loans and other
borrowings)
Dividend payable           109                             (109)               (109)        0
Other non-insurance      8,667     1,280        561          (5)    2,096     3,932    12,599
liabilities              
----------------------------------------------------------------------------------------------
Total liabilities      160,811     4,036        134         (10)      822     4,982   165,793
----------------------------------------------------------------------------------------------

Total equity and       164,234     4,055         56         149       822     5,082   169,316
liabilities              
----------------------------------------------------------------------------------------------





                                                                      

At 31 December 2004             Effect of changes on implementation of IFRS
                                       Recognition and measurement changes
                           -------------------------------------------------------------------
                            UK      Newly    Defined       Other Grossing     Total Statutory
                          GAAP   consoli-    benefit recognition      -up      IFRS      IFRS
                                    dated    pension         and      and   changes     basis
                                 entities    schemes measurement    other
                                 (note F accounting      changes   format
                                    (i))    (note F      (note F  changes
                                              (ii))       (iii))
                         GBPm      GBPm       GBPm        GBPm       GBPm        GBPm    GBPm
---------------------------------------------------------------------------------------------

Assets
Goodwill:
    Attributable to                  754                                        754       754
    PAC with-profits
    fund
    Attributable to      1,367                               94                  94     1,461
    shareholders
Investments: per IFRS              1,978                     35   162,459   164,472   164,472
balance sheet
Investments: per UK    129,468                                   (129,468) (129,468)        0
GAAP analysis
(non-linked, linked
and banking business
assets)
Other items             43,741     1,477        102          50   (32,155)  (30,526)   13,215
----------------------------------------------------------------------------------------------
Total assets           174,576     4,209        102         179       836     5,326   179,902
----------------------------------------------------------------------------------------------

Equity and
liabilities
Equity
Attributable to          4,281       (30)      (117)        356                 209     4,490
shareholders of the
parent company
Minority interest           71        76                     (2)                 74       145
----------------------------------------------------------------------------------------------
Total equity             4,352        46       (117)        354                 283     4,635
----------------------------------------------------------------------------------------------
Liabilities
Banking customer                                                    6,607     6,607     6,607
accounts: per IFRS
balance sheet
Banking business        11,216                                    (11,216)  (11,216)        0
liabilities: per UK
GAAP balance sheet
Insurance liabilities:

    Contract           129,101                 (125)          4         1      (120)  128,981
    liabilities
    (non-linked and
    linked business)
    Unallocated         16,686         6       (472)        (34)               (500)   16,186
    surplus of
    with-profits
    funds
Borrowings: per IFRS
balance sheet
    Core structural                                                 2,797     2,797     2,797
    borrowings of
    shareholder
    financed
    operations
    (excluding Egg)
    Other borrowings                 972                      9     5,891     6,872     6,872
    attributable to
    shareholder
    financed
    operations
    Borrowings                     1,828                    105       144     2,077     2,077
    attributable to
    with-profits
    funds
Borrowings: per UK       4,673                                     (4,673)   (4,673)        0
GAAP balance sheet
(subordinated
liabilities, debenture
loans and other
borrowings)
Dividend payable           253                             (253)               (253)        0
Other non-insurance      8,295     1,357        816          (6)    1,285     3,452    11,747
liabilities              
----------------------------------------------------------------------------------------------
Total liabilities      170,224     4,163        219        (175)      836     5,043   175,267
----------------------------------------------------------------------------------------------

Total equity and       174,576     4,209        102         179       836     5,326   179,902
liabilities              
----------------------------------------------------------------------------------------------




IFRS BASIS RESULTS

STATUTORY BASIS RESULTS

NOTES ON THE UNAUDITED STATUTORY BASIS RESULTS (CONTINUED)

F Reconciliations of equity and balance sheets (continued)

Notes

F(i)      Newly consolidated entities

Under  IAS27 and SIC12,  the Group is  required  to  consolidate  the assets and
liabilities of certain entities which have previously not been consolidated. The
principal change to shareholders' equity arises from an adjustment in respect of
Prudential  plc shares held by unit trusts  that are newly  consolidated.  These
shares are accounted  for as treasury  stock and the cost of purchase of GBP44m,
GBP44m and GBP29m is deducted  from  shareholders'  equity at 1 January 2004, 30
June 2004 and 31 December 2004 respectively. The change to the minority share of
equity reflects external parties'  interest in consolidated  venture  investment
companies and property  partnerships of the PAC with-profits  fund.  Measurement
changes to the carrying value of these  companies that are  attributable  to the
PAC with-profits fund share are reflected in unallocated surplus.

F(ii) Defined benefit pension schemes accounting

Provisions  for  deficits on the Group's  defined  benefit  pension  schemes are
absorbed  by  the  unallocated   surplus  of  the  PAC  with-profits   fund  and
shareholders'  funds on a basis that reflects the weighted  cumulative  activity
attaching to the contributions paid in the past, and after deduction of deferred
tax. The M&G scheme held Prudential  Group's Insurance policies as scheme assets
of  GBP115m  at 30 June 2004 and  GBP125m  at 31  December  2004.  The asset and
liability are eliminated on consolidation.

F(iii) Other recognition and measurement changes

Under IFRS,  dividends  declared after the balance sheet date are not recognised
as a liability.  In addition,  goodwill under IFRS  represents the balance sheet
carrying value at adoption date as discussed in note B. Adjustments in the table
are to write-back  amortisation  previously charged under UK GAAP from 1 January
2004.




IFRS BASIS RESULTS

STATUTORY BASIS RESULTS

NOTES ON THE UNAUDITED STATUTORY BASIS RESULTS (CONTINUED)


G Effect of adoption of IAS32, IAS39, and IFRS4 at 1 January 2005

                                                                     

                               Effect of adoption of IAS32, IAS39 and IFRS4
                                   Recognition and measurement changes
                         ----------------------------------------------------------------------- 
                        Statutory         UK  Jackson    Banking Grossing-    Total Statutory
                             IFRS        and National        and        up   effect      IFRS
                            basis     Europe     Life       non-       and              basis
                               at  insurance    (note  insurance     other           at 1 Jan
                               31 operations   G(ii)) operations    format               2005
                              Dec    (note G               (note   changes
                             2004       (i))             G(iii))
                         (note F)
                             GBPm       GBPm     GBPm       GBPm      GBPm     GBPm      GBPm
----------------------------------------------------------------------------------------------
Assets
Goodwill:
     Attributable to PAC      754                                                         754
     with-profits fund
     Attributable to        1,461                                                       1,461
     shareholders

Deferred acquisition
costs:
     PAC with-profits         798       (798)                                  (798)        0
     fund (note I)
     Other operations       2,122         43     (456)                         (413)    1,709
Investments               164,472       (145)   1,262        145        55    1,317   165,789
Other assets (excluding    10,295         26       66       (118)               (26)   10,269
deferred acquisition      
costs and goodwill)
----------------------------------------------------------------------------------------------
Total assets              179,902       (874)     872         27        55       80   179,982
----------------------------------------------------------------------------------------------

Equity and liabilities
Equity
     Attributable to        4,490        (12)     273        (25)               236     4,726
     shareholders of the
     parent company
     Minority interest        145                             (3)                (3)      142
----------------------------------------------------------------------------------------------
     Total equity           4,635        (12)     273        (28)               233     4,868
----------------------------------------------------------------------------------------------
Liabilities
Banking customer            6,607                             84                 84     6,691
accounts
Insurance liabilities:
     Contract             128,981      7,020      (51)                        6,969   135,950
     liabilities
     (non-linked and
     linked business)
     Unallocated surplus   16,186     (7,840)                                (7,840)    8,346
     of with-profits
     funds
Borrowings:
     Core structural        2,797                                                       2,797
     borrowings of
     shareholder
     financed operations
     (excluding Egg)
     Other borrowings       6,872                 207         62                269     7,141
     attributable to
     shareholder
     financed
     operations
     Borrowings             2,077                                                       2,077
     attributable to
     with-profits
     funds
Other non-insurance
liabilities:
     Deferred tax           2,244        (91)     218         (6)               121     2,365
     liabilities
     Other                  9,503         49      225        (85)       55      244     9,747
----------------------------------------------------------------------------------------------
Total liabilities         175,267       (862)     599         55        55     (153)  175,114
----------------------------------------------------------------------------------------------

Total equity and          179,902       (874)     872         27        55       80   179,982
liabilities               
----------------------------------------------------------------------------------------------





Notes


A summary explanation of the requirements of IAS32, IAS39 and IFRS4 and basis of
application by the Group is contained in note B. The changes shown above reflect
the impact of re-measurement for :


G (i) UK and Europe Insurance Operations


(a) Certain unit linked and similar  contracts  that do not contain  significant
insurance risk and are thus categorised as investment contracts under IFRS4. The
net of tax  shareholder  impact is to reduce  shareholders'  equity at 1 January
2005 by GBP8m


(b) Changes to insurance  assets and  liabilities of the PAC  with-profits  fund
following the improvement of accounting policy applied on adoption of IFRS4. The
changes  correspond to those  applicable if the Group had adopted FRS27 under UK
GAAP. As a result of the policy improvement,  liabilities,  deferred acquisition
costs,  deferred tax and unallocated  surplus of UK regulated  with-profits fund
are  remeasured  as  described  in Note I. At 1 January  2005,  the  unallocated
surplus is subject to a  transition  adjustement  of  GBP(7.8)bn.  Shareholders'
equity is not affected by this change.


The  unallocated  surplus  of  GBP8.3bn  at 1 January  2005 post IAS39 and IFRS4
adoption,  comprises  GBP8.0bn  for the PAC  with-profits  fund and GBP0.3bn for
Asian subsidiaries. The GBP8.0bn for the PAC with-profits fund represents:



                                                                          

                                                                           GBPbn

Regulatory basis realistic surplus of with-profits sub fund and SAIF       6.0
Add back: Regulatory basis provision for future shareholder                2.9
transfers                                                               --------
                                                                           8.9
Value of non-participating business not explicitly allocated to asset     (0.9)
shares                                                                  --------
Accounts Basis                                                             8.0
                                                                        ========




Other  reconciling  items for the  differences  between  regulatory and accounts
basis carrying values of assets and liabilities net to less than GBP0.05 billion


G (ii) Jackson National Life

Under IAS39, JNL's fixed income securities and derivative financial  instruments
are re-measured to fair value from the lower of amortised cost and, if relevant,
impairment  value.  Fair value  movements  on fixed  income  securities,  net of
"shadow"  changes to deferred  acquisition  costs and related  deferred  tax are
recorded directly to equity. Fair value movements on derivatives are recorded in
the income statement.


G (iii) Banking and non-insurance operations

Under  IAS39,  for Egg,  changes to opening  equity at 1 January 2005 arise from
altered  policies  for  effective  interest  rate on  credit  card  receivables,
impairment  losses on loans and advances,  fair value  adjustments  on wholesale
financial  instruments and embedded derivatives in equity savings products.  The
net effect on shareholders'  equity of these changes,  after tax, is a deduction
of GBP15m. A further GBP10m reduction in equity arises on certain centrally held
financial instruments and derivatives.



IFRS BASIS RESULTS


STATUTORY BASIS RESULTS


NOTES ON THE UNAUDITED STATUTORY BASIS RESULTS (CONTINUED)


H Jackson National Life - Fixed income securities


Statement of Recognised Income and Expense


IAS32 and IAS39 have been adopted  from 1 January  2005.  Accordingly,  for 2004
under IFRS,  financial  instruments  continue to be accounted for under previous
GAAP. For Jackson National Life fixed income  securities have been accounted for
at amortised cost, unless impaired.  From 1 January 2005, these assets have been
classified  as  available-for-sale  under  IAS39 with  valuation  at fair value.
Unrealised  gains and  losses  and  reclassification  adjustments  for gains and
losses  included  in net  income are  recorded  from 1 January  2005  within the
Statement of Recognised Income and Expense.


Balance sheet


Due to the change in the valuation basis referred to above,  the carrying values
of the fixed income  securities  of Jackson  National  Life in the Group balance
sheet that have been  included are not  comparable.  The fair value of the fixed
income securities at 31 December 2004 was GBP22.5bn.  After deduction of related
changes  to  deferred   acquisition   costs  and  deferred  tax,   there  was  a
consequential  impact on shareholders'  equity at 1 January 2005, on adoption of
IAS32 and IAS39,  of GBP397m for the changed  basis of  valuation  of  Jackson's
securities, as shown in note G.


I Unallocated surplus of with-profits funds


The unallocated surplus of with-profits funds reflects the excess of assets over
technical  provisions and other liabilities and represents amounts that have yet
to be  allocated  to  policyholders  and  shareholders.  For  the  Group's  2004
financial  statements,  and as  applied  for  IFRS  purposes  for  2004 in these
financial  statements,  the  technical  provisions  in respect of insurance  and
investment contracts of UK regulated  with-profits funds have been determined in
accordance with the modified statutory basis of accounting that applied under UK
GAAP.  With  the  exception  of  minor  accounting  adjustments,  the  technical
provisions  reflect  the UK  regulatory  basis of  reporting  which  effectively
constitutes the Peak 1 basis under the new FSA regime.


On this basis the unallocated  surplus of the PAC with-profits  fund for 30 June
2004 and 31 December 2004 was  GBP11,858m  and  GBP16,301m  respectively.  After
inclusion of the unallocated surplus of with-profits funds of Asian subsidiaries
the unallocated  surplus in the consolidated Group balance sheet at 30 June 2004
and 31 December 2004 was GBP12,110m and  GBP16,686m.  Following  changes arising
from the  application of IFRS  requirements  applicable for 2004, the IFRS basis
unallocated surplus for the Group is altered as described in Note F.

The FSA's Peak 2  calculation  under the new  realistic  regime which came fully
into effect for the first time for 2004 regulatory  reporting requires the value
of liabilities for UK regulated with-profits funds to be calculated as:

           -   a with-profits benefits reserve (WPBR); plus

           -   future policy related liabilities (FPRL); plus

           -   the realistic current liabilities of the fund.

The WPBR is primarily  based on the  retrospective  calculation  of  accumulated
asset shares but is adjusted to reflect future  expected  policyholder  benefits
and  other  outgoings.  By  contrast,  the  Peak 1  basis  addresses,  at  least
explicitly, only declared bonuses.

The FPRL must  include a market  consistent  valuation  of costs of  guarantees,
options  and  smoothing,  less  any  related  charge,  and this  amount  must be
determined  using either a  stochastic  approach,  hedging  costs or a series of
deterministic projections with attributed probabilities.  Under the Peak 1 basis
there is an allowance on a deterministic  basis for the intrinsic value of these
costs.  The cost of  guarantees,  options and smoothing is very sensitive to the
bonus,  Market Value  Reduction and  investment  policy the Company  employs and
therefore the stochastic  modelling  incorporates a range of management  actions
that  would  help to  protect  the fund in  adverse  investment  scenarios.  The
management  actions  assumed  are  consistent  with the  management  policy  for
with-profits funds and the disclosures in the publicly available  Principles and
Practices of Financial Management.

On  adoption  of IFRS 4 at 1 January  2005,  the Group has chosen to improve its
accounting  policy in respect of the  insurance  assets  and  liabilities  of UK
regulated   with-profits   funds.   The   improvement  is  consistent  with  the
requirements  of FRS27 that apply for life assurers  reporting  under UK GAAP in
2005.

The Peak 2 approach  underpins the  requirements of FRS27. The main changes that
are required for UK regulated with-profits funds are:

           -   De-recognition of deferred acquisition costs and related deferred
               tax

           -   Inclusion of the FSA Peak 2 basis of the value of in-force
               non-participating business written by the PAC with profits 
               sub-fund, and the Scottish Amicable Insurance Fund; and

           -   Replacement of modified statutory basis liabilities for
               with-profits business with adjusted realistic basis liabilities.

Adjusted realistic  liabilities  represent the Peak 2 realistic  liabilities for
with-profits  business  included in Form 19 of the FSA regulatory  returns,  but
after  excluding the element for  shareholders'  share of future  bonuses.  This
latter item is recognised as a liability for the purposes of regulatory  returns
but  for  accounting  purposes  shareholder  transfers  are  recognised  only on
declaration.

For  accounting  purposes,  to the  extent  that the value of  non-participating
business  has been taken  into  account in  determining  projected  policyholder
benefits,  deduction  is made  from the  gross  regulatory  value  of  realistic
liabilities.  The balance is deducted from the accounting balance of unallocated
surplus.

In  determining   accounting  basis  liabilities  and  unallocated   surplus  an
adjustment is also required where the regulatory and accounting  carrying values
of  assets  and  liabilities  differ  for  altered  measurement  or  recognition
criteria.  For the Group's UK  with-profits  funds the main  additional item for
which  adjustment  is  necessary  is the  attributable  share of  deficit of the
Group's UK defined benefit pension schemes, net of related tax.

The impact of the changes at 1 January 2005, on adoption of IFRS4,  are shown in
note G. At 30 June 2005, the unallocated  surplus of GBP8.9 bn comprises  GBP8.8
bn for the PAC  with-profits  funds and  GBP0.1 bn for Asian  subsidiaries.  The
GBP8.8 bn for the PAC with-profits fund represents:



                                                                          

                                                                           GBPbn

Estimated regulatory basis realistic surplus of the PAC with-profits       7.1
sub-fund and SAIF
Add back: Provision for future shareholder transfers                       3.0
                                                                       ---------
                                                                          10.1
Estimated value of non-participating business not explicitly              (0.8)
allocated to asset shares
Provision for share of deficit of UK defined benefit pension              (0.5)
schemes
                                                                       ---------
                                                                           8.8
                                                                       =========




The GBP0.1bn of unallocated  surplus for Asia subsidiaries almost wholly relates
to the Malaysian life business.  Following local regulatory changes which affect
the  presentation  of the balance  sheet,  unallocated  surplus of the Singapore
with-profits business is now amalgamated with policyholder liabilities.


J Dividend


The  interim  dividend  of 5.3p per  share  will be paid on 28  October  2005 to
shareholders on the register at the close of business on 19 August 2005. A scrip
dividend alternative will be offered to Shareholders.




K         Shareholders' equity

                                                                  

                                      30 June       30 June        31 December
                                    2005 GBPm     2004 GBPm          2004 GBPm
------------------------------------------------------------------------------
Share capital                             119           101                119
Share premium                           1,561           553              1,558
Other reserves                          3,309         2,698              2,813
------------------------------------------------------------------------------
Total                                   4,989         3,352              4,490
------------------------------------------------------------------------------

L         Other borrowings

                                             30 June    30 June    31 December
                                           2005 GBPm  2004 GBPm      2004 GBPm
------------------------------------------------------------------------------
Operational borrowings attributable to
shareholder financed operations:
      Borrowings in respect of short-term      1,131      1,203          1,079
      fixed income securities programmes
      Non-recourse borrowings of investment    1,195      1,602          1,155
      subsidiaries managed by PPM America
      Borrowings in respect of banking         3,888      3,967          4,159
      operations
      Other borrowings                            30         28             28
------------------------------------------------------------------------------
Total                                          6,244      6,800          6,421
------------------------------------------------------------------------------
Borrowings attributable to with-profits funds
      Non-recourse borrowings of venture fund          695      950      1,107
      investment subsidiaries of the with-profits
      sub-fund of the PAC long-term fund
      Structural borrowings (subordinated debt of      100      100        100
      the Scottish Amicable Insurance Fund)
      Other borrowings (predominantly external         870      799        870
      funding of consolidated investment vehicles) 
------------------------------------------------------------------------------
Total                                                1,665    1,849      2,077
------------------------------------------------------------------------------



M Tax charge


The total tax charge of GBP338m for the 2005 half year (2004 half year  GBP387m)
comprises  GBP217m  (GBP308m) UK tax and GBP121m (GBP79m) overseas tax. This tax
charge comprises tax attributable to  policyholders  and unallocated  surplus of
with-profits  funds,  unit  linked  policies  and  shareholders.  The tax charge
attributable  to  shareholders of GBP156m for the 2005 half year (2004 half year
GBP138m) comprises GBP52m (GBP63m) UK tax and GBP104m (GBP75m) overseas tax.


N Acquisitions


In May 2005,  Jackson  National Life  completed  the purchase of Life  Insurance
Company of Georgia  from ING Groep NV for  GBP142m,  subject to  post-completion
adjustments. There was no goodwill arising on the transaction.

SUPPLEMENTARY IFRS BASIS RESULTS


Additional IFRS basis information to enable consistent comparison of results for
Prudential's insurance operations


This  information  does  not  form  part of the  interim  statutory  IFRS  basis
financial statements.


The  information  shown for Half Year 2005 is based on the statutory  IFRS basis
results as shown in the Group's interim financial  statements,  and the basis of
preparation and significant changes of accounting policies from those previously
applied under UK GAAP,  described  therein.  In  particular,  the Half Year 2005
results include the effects of adoption of the standards IAS32,  IAS39 and IFRS4
for the Group's  insurance and other  operations  from 1 January 2005.  The 2004
comparative   results  in  those   statements  are  therefore   prepared  on  an
inconsistent basis.


The "Proforma IFRS basis" comparative  results shown below for 2004, reflect the
estimated effect on the Group's 2004 results if IAS32, IAS39, and IFRS4 had been
applied from 1 January 2004 to the Group's insurance operations.


The main  purpose of  providing  this  proforma  information  is to present  the
operating  results  for the UK and  Europe  insurance  business  and  short-term
fluctuations  in  investment  returns for Jackson  National Life on a consistent
basis.  Under IAS39 and IFRS4, the assets and liabilities of certain unit linked
and similar  contracts  of the UK and Europe  insurance  business are subject to
re-measurement.  For Jackson  National Life (JNL)  derivatives held for economic
hedging  purposes are fair valued under IAS39 with value  movements  recorded in
the  income  statement  giving  rise to  significant  levels of  volatility.  In
addition  fixed income  securities  of JNL are fair valued with value  movements
taken  directly to  shareholder  reserves  through the  Statement of  Recognised
Income and Expense.



                                                                  

                                    Based on    Proforma IFRS    Proforma IFRS
                              statutory IFRS    basis results    basis results
                               basis results
                                   Half Year        Half Year        Full Year
Summary results                    2005 GBPm        2004 GBPm        2004 GBPm
------------------------------------------------------------------------------
Operating profit from                    469              375              699
continuing operations based on
longer-term investment returns
before exceptional items (note
1)
Goodwill impairment charge               (95)               -                -
Short-term fluctuations in                94               65              293
investment returns (note 2)
Shareholders' share of                    (8)              48               (7)
actuarial gains and losses on     
defined benefit pension
schemes
------------------------------------------------------------------------------
Profit from continuing                   460              488              985
operations before tax
attributable to shareholders
(including actual investment
returns)
Tax attributable to                     (156)            (170)            (290)
shareholders                       
------------------------------------------------------------------------------
Net income from continuing               304              318              695
operations
Discontinued operations (net of            1              (17)             (94)
tax)                               
------------------------------------------------------------------------------
Profit for the period                    305              301              601
------------------------------------------------------------------------------
Attributable to:
   Equity holders of the parent          300              294              602
   company
   Minority interest                       5                7               (1)
------------------------------------------------------------------------------
Profit for the period                    305              301              601
------------------------------------------------------------------------------
Earnings per share
Continuing operations
-----------------------
From operating profit, based on
longer-term investment returns
after tax and related minority
interest of GBP331m
(GBP254m, GBP481m)                      14.0p           12.2p            22.7p
Adjustment for goodwill                 (4.0)p              -                -
impairment charge
Adjustment from post-tax
longer-term investment returns
to post-tax actual investment
returns (after related minority          3.0p             1.0p             9.0p
interest)
Adjustment for post-tax                 (0.3)p            1.6p            (0.2)p
shareholders' share of             
actuarial gains and losses on
defined benefit pension
schemes
------------------------------------------------------------------------------
Based on profit from continuing         12.7p            14.8p            31.5p
operations after minority          
interest of GBP299m (GBP307m,
GBP669m)
------------------------------------------------------------------------------
Discontinued operations
-------------------------
Based on post-tax profit (loss)          0.0p            (0.6)p           (3.1)p
from discontinued operations       
(after minority interest)
------------------------------------------------------------------------------
Based on profit for the period          12.7p            14.2p            28.4p
after minority interest            
------------------------------------------------------------------------------




SUPPLEMENTARY IFRS BASIS RESULTS


Additional IFRS basis information to enable consistent comparison of results for
Prudential's insurance operations


This  information  does  not  form  part of the  interim  statutory  IFRS  basis
financial statements



                                                                                        

                                                          Based on    Proforma IFRS    Proforma IFRS
                                                    statutory IFRS    basis results    basis results
                                                     basis results
                                                         Half Year        Half Year        Full Year
Statement of Recognised Income and Expense               2005 GBPm        2004 GBPm        2004 GBPm
----------------------------------------------------------------------------------------------------
Net income for the period after minority interest              300              294              602

Items taken directly to equity:

     Exchange movements                                        183              (37)            (191)
     Movement on cash flow hedges                               (7)               -                -
     Unrealised valuation movements on securities
     classified as available for sale:
        Gross change                                           (63)            (562)            (106)
        Related change to amortisation of deferred              14              265               74
        acquisition costs
     Related tax                                                48              113               23
----------------------------------------------------------------------------------------------------
Total recognised income for the period                         475               73              402
----------------------------------------------------------------------------------------------------
Cumulative effect of change in accounting
principles on adoption of IAS32, IAS39 and IFRS4,
net of applicable taxes, at 1 January 2005
     Statutory IFRS basis                                      236                -                -
     less: Proforma adjustment reflected in                   (261)               -                -
     adjusted shareholders' equity  at 1 January         
     2005 (as reflected in statement of movement on
     shareholders' equity - see below) for impact
     of adoption of IAS32, IAS39 and IFRS4 for
     insurance operations
----------------------------------------------------------------------------------------------------
     Proforma IFRS basis (i.e. transitional                    (25)               -                -
     adjustment in respect of banking and other          
     non-insurance operations)
----------------------------------------------------------------------------------------------------
                                                               450               73              402
Total recognised income and expenses
----------------------------------------------------------------------------------------------------

Reconciliation of movement on consolidated
shareholders' equity (excluding minority interest)
---------------------------------------------------

Total recognised income for the period (as above)              450               73              402
Proceeds from rights issue, net of expenses                      -                -            1,021
Other new share capital subscribed                              40               61              119
Dividends                                                     (253)            (214)            (323)
Reserve movements in respect of share based                      6                3               10
payments
Consideration paid for own shares:
     Consideration paid for own shares purchased in              0                0               (4)
     respect of share based payment plans
     Prudential plc shares purchased by unit trusts             (5)               0               14
     newly consolidated under IFRS
----------------------------------------------------------------------------------------------------
Net increase in shareholders' equity                           238              (77)           1,239
----------------------------------------------------------------------------------------------------

Shareholders' equity at beginning of period
---------------------------------------------
UK GAAP - as previously published                            4,281            3,240            3,240
Changes arising from adoption of statutory IFRS                209               56               56
----------------------------------------------------------------------------------------------------
Statutory IFRS basis                                         4,490            3,296            3,296
Proforma basis adjustments for estimated impact if             261              216              216
IAS32, IAS39, and IFRS4 had been adopted from 1           
January 2004 for insurance operations
----------------------------------------------------------------------------------------------------
Proforma IFRS basis                                          4,751            3,512            3,512
----------------------------------------------------------------------------------------------------
Shareholders' equity at end of period                        4,989            3,435            4,751
----------------------------------------------------------------------------------------------------



SUPPLEMENTARY IFRS BASIS RESULTS

Additional IFRS basis information to enable consistent comparison of results for
Prudential's insurance operations


This  information  does  not  form  part of the  interim  statutory  IFRS  basis
financial statements


NOTES ON THE SUPPLEMENTARY IFRS BASIS RESULTS


1 Operating profit from continuing  operations  based on longer-term  investment
returns before exceptional items



                                                                  


                                      Based on    Proforma IFRS  Proforma IFRS
                                statutory IFRS    basis results  basis results
                                 basis results                      
                                     Half Year        Half Year      Full Year
Results analysis by business         2005 GBPm        2004 GBPm      2004 GBPm
area                                 
---------------------------------------------------------------------------------
UK and Europe Operations
UK and Europe Insurance                    187              153            296
Operations
M&G                                         83               79            136
Egg                                         13               33             61
---------------------------------------------------------------------------------
Total                                      283              265            493
---------------------------------------------------------------------------------
US Operations
Jackson National Life                      157              157            296
Broker dealer and fund                      18                9             15
management
Curian                                      (6)             (11)           (29)
---------------------------------------------------------------------------------
Total                                      169              155            282
---------------------------------------------------------------------------------
Asian Operations
Long-term business                         116               58            117
Fund management                              2               10             19
Development expenses                        (8)             (10)           (15)
---------------------------------------------------------------------------------
Total                                      110               58            121
---------------------------------------------------------------------------------
Other income and expenditure
Investment return and other                 45               16             44
income
Interest payable on core                   (84)             (74)          (154)
structural borrowings
Corporate expenditure:
   Group Head Office                       (36)             (23)           (51)
   Asia Regional Head Office               (14)             (18)           (29)
Charge for share based payments             (4)              (4)            (7)
for Prudential schemes                
---------------------------------------------------------------------------------
Total                                      (93)            (103)          (197)
---------------------------------------------------------------------------------
Operating profit from                      469              375            699
continuing operations based on       
longer-term investment returns
before exceptional items
---------------------------------------------------------------------------------


2             Short-term fluctuations in investment returns

                                       Based on    Proforma IFRS  Proforma IFRS
                                 statutory IFRS    basis results  basis results
                                  basis results                       
                                      Half Year        Half Year      Full Year
                                      2005 GBPm        2004 GBPm      2004 GBPm
---------------------------------------------------------------------------------
US Operations:
      Movement in market value               36               92            144
      of derivatives used for
      economic hedging
      purposes
      Actual less longer-term                24               13             61
      investment returns for
      other items
Asian Operations                             17              (42)            37
Other Operations                             17                2             51
---------------------------------------------------------------------------------
                                             94               65            293
---------------------------------------------------------------------------------



INDEPENDENT  REVIEW REPORT BY KPMG AUDIT PLC TO PRUDENTIAL  PLC,  extracted from
the Interim Report 2005

"Introduction


We have been engaged by the Company to review the financial  information set out
on page 16 and  pages  21 to 34  prepared  on an IFRS  basis  and the  financial
information  set out on page  15 and  pages  17 to 20  prepared  on an  achieved
profits  basis and we have read the other  information  contained in the interim
report and considered whether it contains any apparent misstatements or material
inconsistencies with the financial information.


This report is made solely to the  Company in  accordance  with the terms of our
engagement  to assist the  Company in meeting  the  requirements  of the Listing
Rules of the Financial  Services  Authority.  Our review has been  undertaken so
that we might state to the Company  those matters we are required to state to it
in this report and for no other purpose. To the fullest extent permitted by law,
we do not accept or assume  responsibility  to anyone other than the Company for
our review work, for this report, or for the conclusions we have reached.


Directors' responsibilities


The interim report,  including the financial  information  contained therein, is
the responsibility of and has been approved by the directors.  The directors are
responsible  for  preparing the interim  report in  accordance  with the Listing
Rules which require that the accounting policies and presentation applied to the
interim  figures  should be  consistent  with  those  applied in  preparing  the
preceding annual financial  statements except where any changes, and the reasons
for them, are disclosed.


As disclosed in note A to the financial  information,  the next annual financial
statements of the Group will be prepared in accordance with IFRS adopted for use
in the  European  Union.  The  accounting  policies  that have been  adopted  in
preparing the financial information are consistent with those that the directors
currently  intend  to use in the next  annual  financial  statements.  There is,
however,  a possibility  that the  directors may determine  that some changes to
these policies are necessary when preparing the full annual financial statements
for the  first  time in  accordance  with  those  IFRSs  adopted  for use by the
European Union.


Review work performed


We conducted our review in accordance with guidance contained in Bulletin 1999/4
Review of interim financial  information  issued by the Auditing Practices Board
for use in the United Kingdom. A review consists principally of making enquiries
of  Group  management  and  applying  analytical  procedures  to  the  financial
information and underlying financial data and, based thereon,  assessing whether
the accounting  policies and presentation have been consistently  applied unless
otherwise  disclosed.  A review  is  substantially  less in scope  than an audit
performed in accordance with Auditing  Standards and therefore  provides a lower
level of  assurance  than an  audit.  Accordingly,  we do not  express  an audit
opinion on the financial information.


Review conclusion


On the basis of our review we are not aware of any material  modifications  that
should be made to the  financial  information  as  presented  for the six months
ended 30 June 2005.


KPMG Audit Plc

Chartered Accountants

London


26 July 2005"


                                   SIGNATURES


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

Date 27 July 2005

                                     PRUDENTIAL PUBLIC LIMITED COMPANY 

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