Scrip Dividend Offer

Prudential PLC
01 November 2004



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES, FRANCE, CANADA, SPAIN, JAPAN, SWITZERLAND, NEW ZEALAND OR SOUTH
AFRICA



Embargo: 07.01hrs Monday 1 November 2004

Scrip Dividend Offer

In September 2004, Prudential plc ('Prudential') offered its shareholders a
scrip dividend alternative to cash in respect of the interim dividend of 5.4p
per ordinary share for the six months ended 30 June 2004 (the 'Scrip Dividend
Alternative'). Under the Scrip Dividend Alternative, shareholders were offered
one new ordinary share for every 428.55p otherwise payable as a cash dividend on
the ordinary shares held by them, on 20 August 2004, which equates to
approximately one new ordinary share for every 79.36 ordinary shares.

On 19 October 2004, Prudential announced a rights issue under which shareholders
were offered the right to subscribe for one new ordinary share for every six
ordinary shares held by them on 18 October 2004 at a price of 308p per new share
(the 'Rights Issue').

The Scrip Dividend Alternative new ordinary shares were issued on 29 October
2004. As this falls after the record date for the Rights Issue of 18 October
2004, these shares were not eligible to participate in the Rights Issue.
However, the Directors have decided to offer shareholders who have received
shares under the Scrip Dividend Alternative the opportunity to subscribe for
further new ordinary shares on a comparable basis to the Rights Issue.

For every six ordinary shares issued under the Scrip Dividend Alternative,
shareholders will have the right to subscribe for one new ordinary share at a
price of 308p (the 'Scrip Dividend Offer'). As with the Rights Issue, there will
be no entitlement to fractions under this offer, so shareholders will need to
have received at least 6 new ordinary shares under the Scrip Dividend
Alternative to qualify for the Scrip Dividend Offer.

This offer is not underwritten and the right to subscribe for new ordinary
shares is not transferable. The number of new ordinary shares to be issued
pursuant to the Scrip Dividend Offer will be announced on 2 December 2004, and
we expect these shares to be admitted to trading on the London Stock Exchange on
8 December 2004.

A Scrip Dividend Offer letter was sent to shareholders who elected to take-up
the Scrip Dividend Alternative on 30 October 2004.

Two copies of the Scrip Dividend Offer letter have been submitted to the UK
Listing Authority and will shortly be available for inspection at the UK Listing
Authority's Document Viewing Facility situated at: Financial Services Authority,
25 The North Colonnade, Canary Wharf, London E14 5HS.


Lloyds TSB Shareholder Helpline                0800 174 350



Enquiries to:

Media Prudential plc                                          Investors/Analysts

Geraldine Davies                 020 7548 3911                Rebecca Burrows               07718 637264
Clare Staley                     020 7548 3719                Marina Lee-Steere             07967 497474
Joanne Davidson                  020 7548 3708                Andrew Wigg                   020 7548 3422

Prices and values of, and income from, shares may go down as well as up and an
investor may not get back the amount invested. It should be noted that past
performance is no guide to future performance. Persons needing advice should
consult an independent financial adviser.

This announcement is not for release, publication or distribution, directly or
indirectly, in whole or in part, in or into the United States (including its
territories and possessions, any state of the United States and the District of
Columbia). This announcement is not an offer of securities for sale into the
United States or in any jurisdiction in which such an offer or solicitation is
unlawful. The securities referred to in this announcement have not been and will
not be registered under the US Securities Act of 1933, as amended, and may not
be offered or sold in the United States, absent registration or an applicable
exemption from registration. No public offering of the securities will be made
in the United States.

This announcement does not constitute an offer to sell, or the solicitation of
an offer to subscribe for the new ordinary shares being issued in connection
with the Scrip Dividend Offer, in any jurisdiction in which such offer or
solicitation is unlawful. The new ordinary shares have not been, and will not
be, registered under the applicable securities laws of France, Canada, New
Zealand, Switzerland, Spain, Japan or South Africa. Accordingly, unless an
exemption under any applicable laws is available, the new ordinary shares may
not be offered, sold, transferred, taken up or delivered, directly or
indirectly, in France, Canada, New Zealand, Switzerland, Spain, Japan or South
Africa or any other country outside the United Kingdom where such distribution
may otherwise lead to a breach of any law or regulatory requirement.

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 £170 billion in
assets under management, as at 30 June 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.





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