Result of Equity Issue

Legal & General Group PLC
23 October 2002

23 October 2002

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES OF AMERICA, FRANCE, NEW ZEALAND, SOUTH AFRICA OR ANY PROVINCE OR
TERRITORY OF CANADA SAVE FOR ALBERTA, BRITISH COLUMBIA, MANITOBA, ONTARIO,
PRINCE EDWARD ISLAND AND QUEBEC.

             95% take up of Legal & General Group Plc Rights Issue

Legal & General Group Plc ('Legal & General') today announces that it has
received valid acceptances in respect of 1,269,947,596 new Legal & General
shares, representing approximately 95% of the total number of new Legal &
General shares offered to shareholders, pursuant to the 13 for 50 Rights Issue
announced by Legal & General on 10 September 2002 (the 'Rights Issue'). A total
of 1,341,565,833 new Legal & General shares were offered to shareholders in the
Rights Issue, which closed at 9.30am yesterday.

The remaining 71,618,237 new Legal & General shares, for which valid acceptances
were not received, have been sold on the basis of the terms detailed in the
appendix to this announcement at a price of 105 pence per share. The net
proceeds from the sale of these shares, amounting, after deduction of the Rights
Issue price of 60 pence per new Legal & General share and relevant costs, to
44.8 pence per share, will be paid to shareholders who have not taken up their
entitlements, pro rata to their lapsed provisional allotments. As a result of
the sale of these shares, neither the underwriters nor the sub-underwriters will
be required to subscribe for any new Legal & General shares.

The Rights Issue was jointly underwritten by UBS Warburg and Dresdner Kleinwort
Wasserstein.

Commenting on the Rights Issue, David Prosser, Group Chief Executive, said: 'Our
Rights Issue has received a very high level of take-up. We are delighted to have
received such strong support from our shareholders. The success of the Rights
Issue gives us the additional financial strength to continue delivering above
market growth.'



Enquiries:

==========

Legal & General Group Plc

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

Peter Horsman, Head of Investor Relations 020 7528 6362
John Morgan, Head of Public Relations 020 7528 6213
Tony Carlisle, Citigate Dewe Rogerson 07973 611888

UBS Warburg

-----------

Hew Glyn-Davies, UK Investment Banking 020 7568 1000
Martyn Dodgson, UK Investment Banking 020 7568 1000

Dresdner Kleinwort Wasserstein

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

Edward Cumming-Bruce, Investment Banking 020 7623 8000
Mark Smith, Investment Banking 020 7623 8000



Additional Corporate Information:

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

Certain items of corporate information have been adjusted following the Rights
Issue. The following is intended as a guide for investors to some of these
changes.

Standard & Poor's Rating

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

Legal & General's UK long term fund has a AAA rating (with a stable outlook)
from Standard & Poor's. The fund is the only UK life fund rated AAA with a
stable outlook.

Shareholder Data

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

As at close of business on 22 October 2002, there were 6,501,472,059 Legal &
General shares (including new Legal & General shares) in issue. Accordingly, the
issued share capital of Legal & General was £162.5 million.

The authorised share capital of Legal & General was increased on 26 September
2002 to £230 million.

Theoretical Ex Rights Price

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

The mid-market price of Legal & General shares as at close of business on 26
September 2002 was 100.5p. Given that 13 new Legal & General shares have been
issued at a subscription price of 60p for every 50 Legal & General shares
previously held, the Theoretical Ex Rights Price (TERP) was 92.14p.

Earnings Per Share ('EPS')

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

Computation of EPS
                                                               30.6.02      31.12.01     30.6.02      31.12.01
                                                                MSS(1)        MSS(1)       AP(2)         AP(2)
As originally reported
Based on operating profit on continuing operations                3.52          6.87        5.00         10.73
Based on profit/loss for the period                             (3.53)        (2.80)      (2.66)        (0.70)

Restated
Based on operating profit on continuing operations                3.22          6.29        4.58          9.84
Based on profit/loss for the period                             (3.23)        (2.57)      (2.44)        (0.64)

As originally reported
Based on operating profit on cont. ops. - diluted                 3.45          6.55        4.86         10.22
Based on profit/loss for the period - diluted                   (3.53)        (2.80)      (2.66)        (0.70)

Restated
Based on operating profit on cont. ops. - diluted                 3.16          6.00        4.45          9.36
Based on profit/loss for the period - diluted                   (3.23)        (2.57)      (2.44)        (0.64)

(1) Modified Statutory Solvency basis

(2) Achieved Profits basis

Dividend Per Share

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

The total dividend per Legal & General share paid in respect of the 2001
financial year was 5.09p. Adjusted for the bonus element of the Rights Issue,
this dividend per Legal & General share would have been 4.67p, being 5.09p
multiplied by 92.14p (the TERP) and divided by 100.5p (the closing mid-market
price on 26 September 2002). The interim dividend per Legal & General share for
2002 paid to shareholders on 1 October 2002 was 1.67p, an increase of 2.5% on
the previous year. Adjusted for the bonus element of the Rights Issue, this
dividend per Legal & General share would have been 1.53p.

The final dividend per Legal & General share for 2002 will be decided by the
Board in February 2003, announced on 27 February 2003 and paid on 1 May 2003.
The Board will set the final dividend for 2002 taking into account the bonus
element of the Rights Issue and the conditions then prevailing.

£525 million 2.75% Convertible Bonds due 2006

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

The conversion price for the Convertible Bonds, issued in December 2001, has
been adjusted as a consequence of the Rights Issue from 204p to 184p per Legal &
General share. A full announcement to this effect was made to bondholders
through Euroclear on 30 September 2002.

There is no other adjustment to the terms of the Convertible Bond as a result of
the Rights Issue.

New shares

----------

New Legal & General shares are being credited to CREST stock accounts today.
Definitive share certificates for new Legal & General shares in certificated
form will be despatched by 31 October 2002.

The information contained herein does not constitute an offer of securities for
sale in the United States. The securities described herein have not been, and
will not be, registered under the U.S. Securities Act of 1933, as amended, or
under any relevant securities laws of any state of the United States of America
and may not be offered, sold, taken up, renounced or delivered, subject to
certain limited exemptions, within the United States of America. In addition the
relevant clearances have not been and will not be obtained from the relevant
authorities in Republic of South Africa, New Zealand, France or in any province
or territory of Canada save for Alberta, British Columbia, Manitoba, Ontario,
Prince Edward Island and Quebec. Accordingly, the securities described herein
may not be offered, sold or delivered, directly or indirectly, in or into such
jurisdictions except pursuant to exceptions from applicable requirements of such
jurisdictions.

UBS AG, acting through its business group UBS Warburg and UBS Warburg Ltd.
(separately or together 'UBS Warburg'), is acting as sponsor, and UBS Warburg
and Dresdner Kleinwort Wasserstein Limited ('Dresdner Kleinwort Wasserstein')
are acting as joint financial advsers, brokers and underwriters, for Legal &
General in relation to the Rights Issue and for no one else and will not be
responsible to any other person for providing the protections afforded to their
clients or for advising any other person in relation to the Rights Issue or any
other matter referred to herein.

The address of UBS Warburg is 1 Finsbury Avenue, London EC2M 2PP. The address of
Dresdner Kleinwort Wasserstein is 20 Fenchurch Street, London EC3P 3DB.

APPENDIX: IMPORTANT INFORMATION ON THE PLACING OF THE RUMP



In this appendix:


'Affiliate'            means:

                       (i) in relation to UBS Warburg, any subsidiary undertaking of UBS Warburg, any holding
                       company of UBS Warburg or any subsidiary of any holding company of UBS Warburg; and

                       (ii) in relation to Dresdner Kleinwort Wasserstein, any subsidiary undertaking of
                       Dresdner Kleinwort Wasserstein, any holding company of Dresdner Kleinwort Wasserstein
                       or any subsidiary of any holding company of Dresdner Kleinwort Wasserstein;

the 'Company'          means Legal & General Group Plc;

the 'Placing'          means the placing of 71,618,237 ordinary shares of 2.5p each in the Company (the
                       'Placing Shares') at a price of 105p per Placing Share;

'Placees'              means the persons to whom Placing Shares are issued pursuant to the Placing and Placee
                       shall mean any one of them; and

'Securities Act'       means the United States Securities Act of 1933, as amended.

By participating in the Placing, each Placee represents, warrants, acknowledges
and agrees that:



1. it and/or each person or body on whose behalf it is participating (in whole
or in part) in the Placing or to whom it allocates its Placing Shares in whole
or in part:


(i)        has the capacity and authority and is entitled to enter into and perform its obligations as
           a subscriber of Placing Shares and will honour such obligations; and


(ii)       has fully observed all laws of relevant jurisdictions and obtained all necessary governmental or
           other consents in either case which may be relevant or required in relation to the subscription by
           it of Placing Shares;

2. it has not offered or sold and will not offer or sell any Placing Shares in
the United Kingdom except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (either as principal or
agent) for the purposes of their businesses or otherwise in circumstances which
have not resulted and will not result in offers to the public in the United
Kingdom within the meaning of the Public Offer of Securities Regulations 1995;



3. it is not a U.S. Person and is not in the United States (in each case as
defined in Regulation S under the Securities Act) and the Placing Shares have
not been and will not be registered under the Securities Act or any state
securities laws and it will not offer or sell the Placing Shares in the United
States (only UBS Warburg and its Affiliates and Dresdner Kleinwort Wasserstein
and its Affiliates being permitted to offer or sell the Placing Shares in the
United States in a limited private placement pursuant to an exemption from the
registration requirements of the Securities Act and the offer or sale of the
Placing Shares in such private placement is subject to additional procedures);



4. it has not engaged and will not engage in any 'directed selling efforts' (as
defined in Regulation S under the Securities Act) with respect to the Placing
Shares;



5. it is not a resident of Canada, Australia, Republic of South Africa, New
Zealand or Japan and if it is a resident of France it is a 'Qualified Investor'
for the purpose of the Code Monetaire et Financier and is acting on its own
account (or on the account of another 'Qualified Investor' who is acting on its
own account, as provided in Article 1-III of the decret No. 98-880 of 1st
October, 1998) and the Placing Shares have not been and will not be registered
or qualified nor will a prospectus be cleared in respect of any of the Placing
Shares under the securities legislation of Canada, France, Australia, Republic
of South Africa, New Zealand or Japan and, subject to certain exceptions (with
which it is the Placee's responsibility to comply), may not be offered, sold,
taken up, renounced or delivered or transferred, directly or indirectly, within
Canada, France, Australia, Republic of South Africa, New Zealand or Japan;



6. it has not relied on any information given or representations or statements
made by any person or the Company in connection with the Placing other than
information contained in this announcement and/or the circular dated 10
September 2002 sent to shareholders by the Company (the 'Circular');



7. it understands that, save for the Circular, no disclosure or offering
document has been prepared in connection with the Placing Shares;



8. neither UBS Warburg, Dresdner Kleinwort Wasserstein nor any person acting on
behalf of UBS Warburg or Dresdner Kleinwort Wasserstein has or shall have any
liability for any publicly available or filed information or representation
relating to the Company, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by that person;



9. neither UBS Warburg, Dresdner Kleinwort Wasserstein nor any person acting on
behalf of UBS Warburg or Dresdner Kleinwort Wasserstein are making any
recommendations to it nor advising it regarding the suitability or merits of any
transaction it may enter into in connection with the Placing or otherwise. In
addition, neither UBS Warburg, Dresdner Kleinwort Wasserstein nor any person
acting on behalf of UBS Warburg or Dresdner Kleinwort Wasserstein are acting for
it, and will not be responsible to it for providing the protections afforded to
their clients or for advising it on the Placing or any matter referred to
herein;



10. the Placing Shares will be issued subject to the terms and conditions of
this appendix; and



11. this appendix and all documents and agreements into which this appendix is
incorporated by reference or otherwise validly forms a part will be governed by
and construed in accordance with English law.




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