3 Months 2000 Results - Pt.1                      
            CGU PLC
10 May 2000
Part 1
            UNAUDITED RESULTS - 3 MONTHS ENDED 31 MARCH 2000
                        A strong start to the year
* The Group made a strong start to the year with the pre-tax operating
  profit significantly higher at £396m (1999 £255m), including life achieved
  operating profits. On a modified statutory basis, pre-tax operating profits
  also increased to £234m (1999 £190m).
* Life achieved operating profits increased to £289m (1999 £181m). Total
  life new business of £1.9bn included life and pensions sales up 19%. New
  business value up 40%.
* General insurance profits up 46% to £165m, with rates firming in most
  businesses.
* CGNU merger on schedule to be completed around the end of May 2000, making
  the combined Group one of the leading European insurers.
                                      
   
                                                                  3 months
                                                      3 months        1999
                                                          2000    Restated
                                                     Unaudited   Unaudited
   Premiums & investment sales: life & savings         £2,487m     £2,437m
                              : health insurance         £229m        £44m
                              : general insurance      £2,404m     £2,294m
   Pre-tax operating profit (i)                          £396m       £255m
   Operating earnings per ordinary share (i)             21.0p       13.2p
   Profit attributable to 
    ordinary shareholders (ii)                           £230m       £119m
   Shareholders' funds                                 £9,853m     £9,567m
                                                              (31 Dec 1999)
   
   (i) Operating profits/earnings shown above include achieved life operating
       profits and exclude goodwill amortisation of £5m (1999 £4m) and
       exceptional items of £20m in 1999 (2000 nil).
   (ii)Using modified statutory life profits and including short-term
       fluctuations in investment values.
   Enquiries:
   Bob Scott, Group Chief Executive        Telephone:  020 7662 2003
   Peter Foster, Group Finance Director    Telephone:  020 7662 2007
BOB SCOTT, GROUP CHIEF EXECUTIVE, COMMENTED:
'The  Group  made  a  strong start to the year with the  pre-tax  operating
profit  increasing  by  £141m to £396m, including life  achieved  operating
profits,  and  operating earnings per share were up 59%.  Our  life,  asset
management  and  general insurance businesses all achieved better  results,
helped by the inclusion of acquisitions.
The  strong  development  of our life and savings business  continued  with
sales  reaching £1.9bn, including a 19% increase in life and  pensions  new
business.   The  pre-tax value of new business increased by  40%  to  £66m.
Good  growth  continued in the UK with life and pension sales up  24%  with
similar  product  margins.  In France, one of our largest life  businesses,
new  business  grew by 64% and in Poland we continued to benefit  from  our
success in the new pensions market. Achieved life operating profits were up
68%  to  £289m, benefiting from changes in economic assumptions, growth  in
new  business contribution and an increased roll up from a higher  embedded
value than at the start of last year.  On a modified statutory basis,  life
profits  increased to £127m from £116m last year, which  now  includes  the
results of  Your Move, the UK estate agency chain.
We  have significantly increased the distribution power of our UK life  and
savings businesses through deals with The Royal Bank of Scotland and Tesco.
The   Royal   Bank  of  Scotland,  when  combined  with  NatWest, provides
opportunities  to sell through a network of some 2,000 branches  and  to  9
million  current account customers.  We also became the exclusive  provider
of  life  and  pension products to Tesco Personal Finance,  with  its  1.4m
customers.  Discussions are continuing with Societe Generale with a view to
strengthening our position in the French long term savings market - we  are
also seeking other bancassurance distribution arrangements in Europe.
General  insurance  profits rose 46% to £165m, with  improved  underwriting
results  in  the  United  Kingdom  and United  States,  although  increased
estimates  of  claims  from the December storms and large  losses  impacted
results in Continental Europe.  The longer term investment return was  £62m
higher  at  £362m,  reflecting higher investment returns and  acquisitions.
General insurance premiums were up 7% to £2,404m, with rate increases being
significant.  Rating and underwriting actions continued to be taken in  all
our  principal  businesses with rates continuing to firm in  most  markets,
including the United Kingdom.  Our cost savings programme has produced  one
of  the  lowest administration expense ratios of the major players  in  the
United Kingdom, with a reduction to 11% from 13% in the first quarter.
The  group  has  a  number  of  e-commerce and new  technology  initiatives
underway.   In March, we started selling life policies on the  internet  in
the  United Kingdom, and motor policies in France through Eurofil, the  2nd
largest tele-direct writer.    In a separate announcement today, we advised
of  the  launch of 'asserta home', a major e-commerce initiative  for  home
buyers.   This  is the first strand of our wealth management project  using
internet  technology, further announcements on which will be  made  at  the
time of the interim results.
We  announced  in  February of this year the planned  disposal  of  our  US
general insurance business, in preference to investing the substantial sums
required to reach a leading market position.  An information memorandum has
been circulated to interested parties.
Our  planned merger with Norwich Union to create CGNU, the United  Kingdom's
largest  insurer, is on schedule for completion around the end of May.  The
merger received strong support from shareholders and good progress is being
made on regulatory approvals around the world, including approval from  the
European  Commission.  Both companies have the management expertise and
experience to successfully integrate these large businesses.'
OTHER HIGHLIGHTS:
Acquisitions
The completed acquisitions of the Hibernian Group, NUTS OHRA and GAN  Canada
benefited the  first quarter results.  In total, they  added  £69m  to  life
premiums,  £179m to health premiums, £77m to general insurance premiums  and
£18m to pre-tax operating profits, including achieved life profits.
CGU merger integration and cost savings
Integration  and cost savings from the CGU merger were largely completed  at
the  end  of 1999, with the annualised cost savings target of £325m achieved
six months ahead of schedule.Total cost savings of £81m are reflected in the
first  quarter  results,  of   which £47m are included  in general insurance
administrative expenses, £22m in claims handling expenses and £12m in  life,
asset management and unallocated expenses.
E-commerce
In  a separate  release today, the group announced the  launch  of  'asserta
home', a major new home-moving portal. The new initiative provides access to
the  largest  on-line  homes  database with some 180,000  homes  for  sale,
representing in the region of 50% of the market.
'asserta home' will be the first in the UK to offer a personalised and
comprehensive on-line home-moving service, following extensive  research  to
determine customer's  needs during the house-buying  process.   Users can
receive immediate updates of newly available homes via e-mail or mobile
phone text messaging, search and rank properties on 16 different criteria,
access photographs on-line, and organise home moves over the net 365 days
a year, 24 hours a day.
The  UK home-moving market generates fees and associated expenditure of over
£9  billion  per annum, and is an important entry point to the  mortgage and
insurance market. 'asserta home' aims to build its revenues from commissions
from mortgages,  life  protection products and from  general  insurance,  in
addition to advertising revenues and other transactional fees.  The business
is expected to be profitable during its third year and the investment to  be
made by  CGU  is  estimated  at £40m over 3 years.  A  major  press  and  TV
advertising campaign  around the country will support  the  launch  with  TV
advertising starting on 15 May. It is anticipated that the equity in
'asserta home' will be owned as follows: 30% partner Estate Agents, 56% with
CGU, and 14% for 'asserta home' management and staff.
Shareholders' funds
Shareholders' funds amounted to £9,853m (31 Dec 1999 £9,567m) after
deducting the equalisation provision of £132m (31 Dec 1999 £134m).
Net assets per ordinary share at 31 March 2000 were 735p (31 Dec 1999  714p)
after deducting  the equalisation provision.  Adding back  the  equalisation
provision, they were 745p (31 Dec 1999 724p).  At 5 May 2000, net assets per
ordinary  share  were  estimated at 731p (741p adding back  the equalisation
provision).
The solvency margin (excluding life) was 49% (31 Dec 1999 49%).
The Group decided to reduce its strategic holding in Munich Re from 5.0%  to
3.5%,  which it completed by the end of April. The Group regards its current
holding as a key element of its long standing relationship with Munich Re.
Return on equity (ROE)
The  group's 'normalised' after tax return on equity for the 12 months to
31 March 2000 was 9% (5 year average 14%). The normalised return is based
on the after tax operating profits including life achieved operating profits,
before exceptional items and goodwill amortisation, and the opening equity
capital. The  total  return on equity, including all investment and currency
movements over the 12 months to 31 March 2000, amounted to 13%.
        Performance highlights including life achieved profits
                                                                  3 months
 3 months                                            3 months         1999
     2000                                                2000     Restated
Unaudited                                           Unaudited    Unaudited
   Euro m                                                  £m           £m
             Revenues
    3,797    Life premiums                              2,315        2,149
      282    Investment sales                             172          288
      376    Health premiums                              229           44
    -----                                               -----        -----
    4,455                                               2,716        2,481
    3,943    General insurance premiums                 2,404        2,294
    -----                                               -----        -----
    8,398    Total                                      5,120        4,775
    -----                                               -----        -----
             Operating profit
      473    Life achieved operating profits              289          181
       15    Health                                         9            7
      271    General insurance                            165          113
        2    Associated undertakings                        1            6
       41    Asset management                              25           13
    -----                                               -----        -----
      802                                                 489          320
             Unallocated expenses and 
     (153)    interest charges                            (93)         (65)
    -----                                               -----        -----
             Pre-tax operating profit before goodwill
      649     amortisation and exceptional items          396          255
     (198)   Taxation, minorities and preference
               dividends                                 (121)         (82)
    -----                                               -----        ----- 
             Operating profit before goodwill
              amortisation and exceptional items,
              after taxation, attributable to
      451     equity shareholders                         275          173
     -----   -------------------------------------       -----       -----
     34.4c   Per share (ii)                              21.0p       13.2p
     -----   -------------------------------------       -----       -----
          Reconciliation to modified statutory operating profit
                                                                 3 months
 3 months                                            3 months        1999
     2000                                                2000    Restated
Unaudited                                           Unaudited   Unaudited
   Euro m                                                  £m          £m
             Pre-tax operating profit, including
              life achieved profits, before goodwill
      649     amortisation and exceptional items          396         255
     (473)   Deduct life achieved profits                 289        (181)
      208    Add modified statutory life profits          127         116
    -----                                               -----       -----
             Pre-tax operating profit, including modified
              statutory life profits, before goodwill
      384     amortisation and exceptional items          234         190
       (8)   Goodwill amortisation                         (5)         (4)
    -----                                               -----       -----
      376    Pre-tax operating profit before              229         186
              exceptional items
        -    Exceptional items                              -         (20)
    -----                                               -----       -----
      376    Operating profit before taxation             229         166
    =====                                               =====       =====
Notes
(i)     Unaudited financial statements follow on page 18.
(ii)    Per share workings on page 17.
                                      
                                      
                              NOTES TO EDITORS
*   On  21 February 2000, CGU and Norwich Union announced a proposed merger
    of  the  two  groups.  This was approved by both CGU and Norwich  Union
    shareholders at Extraordinary General Meetings on 31 March 2000 and the
    proposed merger is on schedule to be completed around the end of
    May 2000.
*   CGNU  will  be  the  largest insurance group in the UK  with  worldwide
    premium income and retail investment sales of £26bn and will be a top 5
    European life insurer based on premium income.
*   CGNU  will  be the second largest UK based fund manager with  worldwide
    assets and additional funds under management in excess of £200bn.
*   The  distribution of CGU's total premiums and investment sales of £18.5
    billion for the 12 months  to 31 March 2000 is shown below.  Life
    premiums, investment sales and health premiums accounted for 54% of the
    group's total business:
                              Life,                   
                         investment
                              sales     General      Total
                         and health
                                  %           %          %
     UK                          24          14         38
     France                      12           3         15
     Netherlands                  6           2          8
     Other Europe                10           3         13
     United States                2          14         16
     Canada                       -           5          5
     Australia & NZ               -           3          3
     Rest of  World               -           2          2
*   All growth rates are quoted in local currency.
*   Overseas currency results are translated at average exchange rates.
*   CGU's corporate press releases and results presentations are available
    on the Internet:  www.cgugroup.com/group
               A review of CGU's business performance follows
                               BUSINESS REVIEW
                                    LIFE
ACHIEVED LIFE PROFITS
Life achieved operating profits increased by 68% to £289m.
The  new  business  contribution increased by  40%  at  constant  rates  of
exchange to £66m, boosted by strong first quarter sales, broadly maintained
margins and the benefit of higher long term interest rates.
The  expected  return  increased considerably as  the  benefits  of  higher
interest  rates  on  a strongly growing embedded value  came  through.   In
addition,  there was a one-off uplift of £66m, following the  alignment  of
economic assumptions for achieved profits between CGU and Norwich Union, in
line with the pro-forma analysis provided in the merger press release of 21
February 2000.  The £66m benefit was split as follows: UK £24m, France £7m,
and £35m in the Netherlands. The changes mainly reflect property investment
margin assumptions.
Achieved operating profits
                                         3 months         3 months
                                             2000             1999
                                               £m               £m
New business contribution                      66               49
Expected return                               167              123
Effect of experience                           (3)               7
Alignment of economic assumptions              66                -
                                              ---              ---
Achieved operating profit before tax          296              179
Other life and savings activities              (7)               2
                                              ---              ---
Life operating profit before tax              289              181
                                              ---              ---
A  more  detailed analysis of life profits is given below.  In view  of the
sizeable movement in interest rates, the 1999 new business contribution has
also been shown using the same economic assumptions as have been applied in
2000, to allow a better underlying comparison between 2000 and 1999.
Analysis of life
profits
                Profit on
                 business
                 in force
                  and net           New business
                   assets           contribution              Total
              -------------  ----------------------- ----------------------
              3 mths 3 mths  3 mths 3 mths    3 mths 3 mths 3 mths   3 mths
                2000   1999    2000   1999      1999   2000   1999     1999
                                       (1) published           (1)published
                  £m     £m      £m     £m        £m     £m     £m       £m
Life operating
profit before
taxation
 UK               91     44      39     31        27    130     75       71
 France           39     26       9      8         7     48     34       33
 Netherlands      78     43       3      3         -     81     46       43
 Italy             4      3       1     10        10      5     13       13
 Poland - life     9     12       3      7         6     12     19       18
 Poland - pensions 3     (1)     11      -         -     14     (1)      (1)
 Other Europe      2     (1)     (1)    (3)       (3)     1     (4)      (4)
 Other life        4      4       1      2         2      5      6        6
  businesses     ---    ---     ---    ---       ---    ---    ---      ---
                 230    130      66     58        49    296    188      179
                 ---    ---     ---    ---       ---   
Other life                                               (7)     2        2
 & savings                                               ---   ---      ---
 activities (ii)
Life operating
 profit before
 taxation                                               289    190      181
Effect of changes                                               
 in interest rates
 and investment
 return
 fluctuations                                           105             117
                                                        ---             ---
Achieved profit
 before taxation                                        394             298
Taxation                                               (127)            (89)
Achieved profit                                         ---             ---
 after taxation                                         267             209
                                                        ===             ===
Notes:
(i)  New   business   contribution  has  been  shown  using  2000   economic
     assumptions.
(ii) Profits  of  other life and savings activities, which  include  service
     companies, have been calculated on a statutory basis. The result includes
     a loss of £12m (1999 loss £4m) from Your Move, the UK estate agency
     chain, previously included in other financial services.
Life profits reporting
Life  profits are shown using the 'achieved' profits basis.  We believe this
is  a  better  measure  of the performance of our life  businesses  than the
modified  statutory  basis,  which  is  deliberately  conservative  and more
concerned  with  solvency protection and distributability  than performance.
The  modified  statutory  basis for life profits is  used  in  the statutory
financial statements at the end of this report.
LIFE AND SAVINGS NEW BUSINESS
Our life and savings businesses made good progress in the first quarter, with
good growth in sales and profit contribution.  Total sales of £1.9bn included
life and pensions new business of £1.7bn, up 19%. UK life and pension sales
were up 24%, France produced an excellent performance with sales up 64%, and
we continued to benefit from our success in Polish pensions, having captured
around 30% of pension funds under management in the privatised market.
New business sales
                    New single      New annual        Investment
                    premiums         premiums         sales (ii)      Total
                                                                       
                          Local             Local            Local    Local
                3 mths currency  3 mths  currency  3 mths currency currency
                  2000   growth    2000    growth    2000   growth   growth
                    £m        %      £m         %      £m        %        %
UK                 749       24      46        28     104     (60)        -
France             466       64       4        29                        64
Netherlands (iii)  109       32      15       (13)                       25
Italy               59      (77)      1       (90)                      (77)
Poland - life        3       24      12       (24)                      (17)
Poland - pensions    -      n/a      77       n/a                       n/a
Germany             14      (69)     12        95                       (49)
Other  Europe (iv)  72      180      10       264      68      138      163
Rest of World       50       20      13        16                        19
                 -----      ---     ---       ---     ---      ---      ---
TOTAL            1,522       14     190        79     172      (40)       9
                 -----      ---     ---       ---     ---      ---      ---
Notes:
(i)    Premiums are gross of reassurance.
(ii)   Includes ISAs, PEPs, unit trusts and UCITS (collective investments
       sold throughout Europe and Asia).
(iii)  Figures include £20m in single premiums and £0.4m in annual premiums
       from NUTS OHRA.
(iv)   Figures include £26m in single premiums and £6m in annual premiums
       from Hibernian.
New business contribution
                        New annualised   New business contribution
                         premiums (i)
                        3 mths  3 mths      3 mths      3 mths      3 mths
                        2000      1999        2000        1999        1999
                                                       at 2000   published
                                                   assumptions
                                                          (ii)
                          £m        £m          £m         £m          £m
UK                       121        97          39         31          27
France                    51        36           9          8           7
Netherlands               26        28           3          3           -
Italy                      7        44           1         10          10
Poland - life             12        16           3          7           6
Poland - pensions         77         -          11          -           -
Other Europe              30        18          (1)        (3)         (3)
Other life businesses     18        15           1          2           2
                         ---       ---         ---        ---         ---
Total                    342       254          66         58          49
                         ---       ---         ---        ---         ---
Notes:
(i)  Annualised premiums are annual premiums plus 10% of single premiums.
(ii) 1999 new business contribution has been shown using the application of
     year 2000  economic assumptions.
UK  :   CGU Life is a top 3 life insurer for new business and has a  market
share of around 5% .  It is one of the UK's strongest life offices, with an
estate of some £5 billion in the with-profits funds, low unit costs  and  a
multi-distribution capability.
The  profit  from  new  business increased by 26% to £39m,  with  a  strong
contribution  from higher sales of with-profit bonds more  than  offsetting
lower endowment sales.  Product margins were similar to those of 1999.
New  life and pension sales were 24% higher at £795m with strong growth  in
with-profit bonds, protection and pension products, where the option for  a
penalty-free transfer into a new stakeholder pension has boosted sales.
France  :   The profit contribution from new business was up  19%  to  £9m.
This reflects higher AFER sales, an increasing proportion of which are more
profitable unit-linked contracts.   Margins on other savings products  have
also  improved, although margins were lower for protection  products.   CGU
France produced an excellent first quarter with single premium sales up 64%
to   £466m.    AFER's  strong  market  position  as  the  leading   savings
organisation  in France and its excellent investment return  record  helped
boost  bond sales to £207m, up 39%.  Unit-linked sales (including  £89m  in
unit-linked  AFER sales) and other savings products more  than  doubled  to
£223m.
Netherlands  :   The new business contribution of £3m was  maintained.   The
overall  value  of our Netherlands business continues to have strong  upside
potential to benefit from higher investment returns, as it has over previous
years, than the long term assumptions used.
Delta Lloyd Nuts Ohra is the third largest life and pensions insurer in  the
Netherlands, with a market share of around 6%.  Single premium sales were up
32%  at £109m, boosted by the inclusion of £20m from the acquisition of NUTS
OHRA and increased individual pensions sales.  For annual premiums, sales of
Delta  Life  increased by 27% to £3m, and group pensions  of  £5m  were  13%
higher.   We  reduced  sales  of  less profitable  protection  products  and
overall, new annual premiums of £15m were 13% lower.
Italy  :   Underlying  margins were similar to  last  year,  but  lower  new
business volumes have led to a reduction in new business contribution to £1m
(1999  £10m).    Our bancassurance partnership with Banca  delle  Marche  is
developing  well,  with £16m of single premium sales in  the  first  quarter
(1999 nil).  Banca Popolare di Lodi added £3m in single premiums and £1m  in
new annual premiums.  Overall, single and annual premiums were lower at £59m
and  £1m  respectively, following the ending of our bancassurance  agreement
with Credito Italiano last year.
 
Poland  :  New  business  profits remain strong  in  Poland,  reflecting  an
excellent contribution from pensions business.
In  Poland,  we  are the market leader for private pensions having  captured
over  20% of the market by number of customers and around 30% by funds under
management.   We now have a customer base in excess of 3 million,  providing
future cross-selling opportunities.
New  annual  pension  premiums of £77m were received in the  first  quarter.
Along  with  the  £282m of annual pension premiums received  in  1999,  this
represents  the processing of 2 million cases, with a further 300,000  cases
in  the pipeline.  In the first quarter, we attracted a further 26,000  non-
mandatory new pension cases, with the premiums to be processed in the second
quarter.
CU  Polska  increased its share of the life market to 20% in 1999,  up  from
18%.   First quarter 2000 life sales were lower following the market's focus
on pension business last year with annual premiums at £12m.  However, single
premiums were higher at £3m.
Other  :   In  our  'other European' businesses, the overall  value  of  new
business  was  higher,  mainly reflecting the acquisition  of  Hibernian  in
January  2000.   The  new  business contribution  also  improved  in  Turkey
following the doubling of annual premium sales to £6m.
Profit on business in-force and net assets
                                              Effect of 
                  Expected     Effect of   inexperience 
                    return    changes in      and other
            using 1-1-2000   assumptions        changes        Total
               assumptions
                    3 mths        3 mths         3 mths    3 mths  3 mths
                      2000          2000           2000      2000    1999
                        £m            £m             £m        £m      £m
UK                      67            24              -        91      44
France                  32             7              -        39      26
Netherlands             40            35              3        78      43
Italy                    4             -              -         4       3
Poland - life            9             -              -         9      12
Poland - pensions        3             -              -         3      (1)
Other Europe             4             -             (2)        2      (1)
Other life businesses    8             -             (4)        4       4
                       ---           ---            ----      ---     ---
Total                  167            66             (3)      230     130
                       ---           ---            ----      ---     ---
Profit on business in force and net assets has been split into three
components.
(i)   The 'Expected return' is the investment return we anticipated earning
      on the start of year embedded value. It comprises earnings at the risk
      discount rate on the start of the year value of in force business and
      at the long term investment return on the net assets.  The rates used
      are those applicable at the beginning of 2000.
(ii)  The 'Effect of changes in assumptions' reflects the alignment of CGU
      economic  assumptions  in  line with the CGNU  proforma  basis  for
      1999.  These  mainly relate to changes in the property investment
      margin assumptions.
(iii) The  'Effect of experience and other changes' comprises  any  impact
      from  such  items as  changes in mortality, lapse and expense 
      assumptions, together with experience variations in 2000. These items
      are fully reviewed  on an annual basis, with the main impact in the
      fourth quarter.  Movements in the first three quarters will normally
      be small.
Analysis of embedded value
                                                                  Total
                      Net assets        Valuation of           Embedded
                                            in-force              value
                   3 mths  3 mths     3 mths  3 mths    3 mths   3 mths
                     2000    1999       2000    1999      2000     1999
                       £m      £m         £m      £m        £m       £m
UK                     87     116      2,175   1,820     2,262    1,936
France                465     463        466     366       931      829
Netherlands           850     756        965     765     1,815    1,521
Italy                  60      64         63      46       123      110
Poland - life          43      27         93      69       136       96
Poland - pensions      15      20         53       -        68       20
Other Europe           39      30        136      65       175       95
Other life            199     176         41      46       240      222
businesses
                    -----   -----      -----   -----     -----    -----
Total               1,758   1,652      3,992   3,177     5,750    4,829
                    -----   -----      -----   -----     -----    -----
Analysis of movement in embedded value
                                        3 months        3 months
                                            2000            1999
                                              £m              £m
Opening balance                            5,675           4,868
Achieved profits (excluding                         
other life and savings activities)           401             296
Embedded value of acquired businesses         57              -
Capital injections                             8               2
Dividends                                   (159)           (104)
Tax                                         (129)            (88)
Exchange movements                          (103)           (145)
Closing balance                            5,750           4,829
An analysis of worldwide life premium income and investment sales is shown
below:
                                 3 months       3 months
                                    2000           1999
                                      £m             £m
     Life
     UK                            1,020            859
     France                          507            439
     Netherlands                     298            274
     Italy                            98            322
     Poland                          139             50
     Ireland                          64             20
     Other Europe                    107            116
     United States                    59             51
     Canada                           18             16
     Other life businesses             5              2
                                   -----          -----
                                   2,315          2,149
                                   -----          -----
     Investment sales
     UK                              104            259
     Other Europe                     68             29
                                   -----          -----
                                     172            288
                                   -----          -----
     Total                         2,487          2,437
                                   =====          =====
MODIFIED STATUTORY LIFE PROFITS
Modified  statutory  profits of £127m were 15% higher at  constant rates  of
exchange. Your Move, the UK estate agency chain, has been included in the UK
life result.  Following extensive advertising for the new brand name, which
has been  charged fully to profits, there was a loss of £12m  in  the first
three months (1999 loss £4m).
                                            
                               Modified statutory profits
                                      3 mths         3 mths
                                        2000           1999
                                          £m             £m
     UK                                   59             56
     France                               26             19
     Netherlands                          32             31
     Italy                                 3              7
     Poland - life                        10              4
     Poland - pensions                    (3)            (1)
     Other Europe                         (3)            (2)
     Other life businesses                 3              2
                                         ---            ---
     Total                               127            116
                                         ---            ---
                                   HEALTH
The  Group  sees opportunities in selected health markets, driven  by ageing
populations  and the resulting pressures on state funded health schemes.  In
the  Netherlands,  we  have  a  significant  health  business  following the
acquisition  of  NUTS  OHRA.  Health business there  is  often  sold through
employee packages, providing synergies with group pension sales where we
have a strong market position.
At  the  end  of 1999, the Group began reporting health business separately.
For  comparison purposes, premiums of £25m and £19m in respect of the  first
quarter  1999 have been reclassified from the French and Netherlands general
insurance  business into health.  Operating profits for health  business are
reported  on  a  statutory basis and benefited from the acquisition  of NUTS
OHRA.   Rates  were  up by 13% in the sickness segment of  the  Dutch health
business.
                                 Underwriting
             Health  profit       result              Premiums        Local
             3 mths  3 mths    3 mths  3 mths    3 mths   3 mths   currency
               2000    1999      2000    1999      2000     1999     growth
                £m       £m        £m      £m        £m       £m          %
France           3        4         1       3        25       25          8
Netherlands      6        3        (6)     (1)      204       19      1,138
                ---      ---       ---     ---      ---      ---      -----
Total            9        7        (5)      2       229       44        479
                ---      ---       ---     ---      ---      ---      -----
  
                              GENERAL INSURANCE
General  insurance  profits were up 46% to £165m, with  better  underwriting
results  from our largest businesses in the United Kingdom and United States
and  a  strong increase in the longer term investment return. Weather claims
were also favourable in the first quarter at £60m (1999 £74m).
General insurance premiums rose 7% to £2,404m with rates continuing to  firm
in most of our principal markets.
The longer term investment return ('LTIR'), applicable to general  insurance
business, increased to £362m (1999 £300m). The improvement reflected  higher
investment  returns  and acquisitions.  Details of the principal assumptions
for calculating the LTIR are outlined on page 16.
The  group combined operating ratio was 108% (1999 108%) and the general
insurance administration expense ratio reduced to 13.1% from 13.4%,
driven by an excellent performance in the UK.
                     General
                    insurance     Underwriting
                      profit         result          Premiums       Local
                     3 months       3 months         3 months    currency
                   2000   1999    2000    1999     2000     1999   growth
                     £m     £m      £m      £m       £m       £m        %
UK                   47     17     (64)    (78)     737      710        4
France (note)       (13)    (3)    (37)    (18)     218      241        2
Netherlands (note)    6      9     (10)     (5)     103       95       22
Other Europe          6      -     (18)    (18)     216      183       32
United States        79     60     (26)    (33)     680      655        2
Canada               12     11     (19)    (17)     195      164       12
Australia & NZ       17      9      (6)     (8)     133      129        3
Rest of World         8      5      (8)     (7)     103       97        7
Group reinsurance     3      5      (9)     (3)      19       20       (4)
                    ---    ---    -----   -----   -----    -----      ---
                    165    113    (197)   (187)   2,404    2,294        7
                    ---    ---    -----   -----   -----    -----      ---
Note:   Health business has been removed from France and the Netherlands
        and reported separately.
UK:  Underwriting  results continued to respond to rate increases, portfolio
improvements and cost savings although a number of large claims impacted the
commercial property account in the first quarter. The administration expense
ratio  reduced to 11% from 13%.  Results continued to improve in  the  motor
classes where premium rates have risen over the last 12 months by 20% in
both private and commercial lines.  The homeowners class, which accounts
for over 20% of UK business, made another good underwriting profit.
Liability  rates are  up 8% and will increase further during the year. CGU
led the market with rate  increases  and as the market up-rates to our 
rating strength, our new business levels are improving.  Trading conditions
are improving in the London marine market, with hull and energy classes
starting to firm.  Revenue increased following additional capacity in our
Lloyds syndicates.
France: Underwriting results were affected by an increase of some £9m in the
estimated cost of last year's winter storm claims and by large claims in the
quarter.   Rates in personal lines have hardened in the market following the
impact of the severe storms in December and single digit increases are being
achieved in motor and commercial property.  Further  growth was achieved at
Eurofil, the second largest direct writer  in France, with the improvement
in underwriting largely reflecting a lower level of advertising spend
against the first quarter last year. 
Netherlands: Motor results are responding to rate increases and a further 7%
has  been implemented at the start of the year.  A number  of  large  claims
impacted the commercial fire and bourse business results. NUTS OHRA produced
a break-even underwriting result and contributed premiums of £12m.
Other Europe:  The growth in premium income and stable underwriting  results
followed inclusion of Hibernian which produced an underwriting  loss  of
£3m and contributed premiums of £50m.  Other countries' results were broadly
in line with last year.
Rate increases continued to be applied for motor business in most countries,
reflecting the  trend towards higher settlement claims.  In  Ireland,  motor
rates were up 5%, with double digit increases in household and liability.
United States:   There was a further underwriting improvement  from  our  US
business to  a  combined statutory operating ratio  of  101%  in  the  first
quarter.  Results benefited from favourable weather claims, which were £12m
lower than the first quarter last year.
Workers  compensation  produced a lower underwriting  loss  and  carried  an
average rate increase of 8.5% across the class.  Rates were also 5.5% higher
in  our agri  business.  In the market, commercial lines rates continued to
harden and were up by 6% across CGU's portfolio. Rate increases were applied
across most classes of CGU's business and actions continued to be  taken on
underperforming segments.
Canada:  Underwriting results at our market leading Canadian business were
at a  similar  level to last year, allowing for the acquisition of  GAN
Canada, which  also  accounted  for most of the premium growth.  Favourable
weather conditions benefited property results, although large claims
affected the motor account, where we are carrying selective rate increases
of between  3-6%.
Australia:  Underwriting  results improved  reflecting  rate  increases  and
underwriting actions.  The market has hardened with rate increases  achieved
at  CGU averaging  6% for motor classes, 14% in liability and significant
increases in workers' compensation.
ASSOCIATES
Profits from associates were lower at £1m (1999 £6m), which largely
reflected the  consolidation  of  the  Hibernian Group as a  subsidiary
following  its acquisition in January 2000.
ASSET MANAGEMENT
CGU  managed  assets  of £140bn at 31 March 2000 (31 December 1999  £136bn),
making it one of the top 20 European fund managers.  The group's strategy is
to  grow in the third party fund management market and mandates for new
funds and  other third party funds of £194m (1999 £130m) were received in
the first quarter.
Profits  from  asset management, which now excludes other financial services
results,  increased  to  £25m  (1999 £13m).  The  improvement reflected  the
reclassification of other financial services businesses to life and  general
insurance and the establishment of arms length fee arrangements as well as a
strong increase in profits to £11m from Delta Lloyd Nuts Ohra.
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