RNS No 4095p
NORWICH UNION PLC
3 August 1999


PART C


Page 21


12. Longer-term rates of investment return assumptions

The longer-term rate of investment return is estimated with regard to
historical real rates of return and current inflation expectation adjusted for
consensus economic and investment market forecasts of investment return.

For equity and property investments, the return is calculated by applying the
longer-term rate of return to the monthly weighted average of each group of
assets taking account of new money invested, changes in portfolio mix and the
effect of short-term market movements. The amortised cost basis of accounting
used in the UK to value fixed income securities is regarded as an appropriate
basis for approximating the longer-term rate of return with realised gains and
losses subject to continuing amortisation over the period remaining to the
maturity date. For other fixed income securities a redemption yield basis has
been used to calculate the longer-term rate of return.

The principal rates used in calculating the longer-term investment return for
each significant territory are:

                                                             Equities and
                                                               property
                                                            1999       1998
                                                               %          %
                                                                           
United Kingdom                                              7.00       8.75
Ireland                                                     6.75       7.80


The directors are of the opinion that the rates of return selected are prudent
and have been selected with a view to ensuring that returns credited to
operating earnings are not inconsistent with the actual returns which will be
earned over the longer-term.

The actual investment return on investments for the 6 months to 30 June 1999
and 6 months to 30 June 1998 are compared below with the aggregate longer-term
return which has been recognised in operating earnings over the same period.


                       6 months to 30 June 1999   6 months to 30 June 1998
                                                     
                                General                    General
                         Long-  business            Long-  business
                          term      and              term      and
                      business    other    Total  business   other    Total
                            #m       #m       #m       #m       #m       #m
Actual return on                                                           
shareholders' assets
(before allocations)                                                       
Reported in non-                                                           
technical account:
    - Investment income     16      147      163       17      145      162
    - Realised and           4       18       22       10       70       80
      unrealised gains
                            20      165      185       27      215      242
Reported in long-term                                                      
technical account:
    - Total return          37        -       37       63        -       63
                            57      165      222       90      215      305
                                                                           
Longer-term return credited
to operating earnings
(after allocations):
    - Non-technical account 17       46       63       17       79       96
    - Technical accounts    40      111      151       52       84      136
                            57      157      214       69      163      232
                                                                           
Short-term fluctuation       -        8        8       21       52       73
in investment return

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Page 22


13. Cash flow statement

(a) Reconciliation of the profit on ordinary activities before tax to net cash
inflow from operating activities:

                                                        Restated           
                                             6 months   6 months       Full
                                                   to         to       year
                                              30.6.99    30.6.98       1998
                                                   #m         #m         #m

Profit on ordinary activities before tax          367        460        777
Adjustments for financing expense,                                         
investing activities and conversion of
revenue to a cash basis:
    - Profits attributable to long-term         (297)      (280)      (547)
      business
    - Cash received from long-term business       191        156        175
    - Allocated investment income                   3       (11)       (21)
    - Realised (gains) including profit on          -       (65)       (72)
      sale of subsidiary undertakings
    - Unrealised (gains)                         (22)       (47)       (51)
    - Other items                                  53         40        108
Movements in:                                                              
    - Debtors, other assets and                 (120)      (184)      (291)
      prepayments excluding taxation
    - General business technical provisions        63        255        365
    - Creditors, accruals and deferred income      79        147         30
      excluding taxation
Net cash inflow from operating activities         317        471        473
                                                                           

(b) Acquisitions of subsidiary undertakings:
                                             6 months   6 months       Full
                                                   to         to       year
                                              30.6.99    30.6.98       1998
                                                   #m         #m         #m
Net cash at bank/(bank overdraft) acquired          1          -        (7)
with subsidiary undertakings
Portfolio investments acquired with                 3          -      1,008
subsidiary undertakings
Additional value of in-force long-term              -          -         27
business acquired
Other net liabilities                             (1)          -      (893)
                                                    3          -        135
Goodwill                                            4          -        220
Expenses of sale to be paid                         -          -        (3)
Net consideration to be (paid)/refunded           (2)          -         17
Settled by - payment of cash                        5          -        369
                                                                           
Acquisitions of subsidiary undertakings                                    
net of cash acquired:
Payment of cash (as above)                        (5)          -      (369)
Net cash at bank/(bank overdraft) acquired          1          -        (7)
with subsidiary undertakings (as above)
                                                  (4)          -      (376)
                                                                           
(c) Disposals of subsidiary undertakings:                                  
                                             6 months   6 months       Full
                                                   to         to       year
                                              30.6.99    30.6.98       1998
                                                   #m         #m         #m
Investments                                         -         97         97
Cash                                                -          5          5
Other net current assets                            -         99         99
General business technical provisions               -      (137)      (137)
Long-term business assets                           -        148        148
Long-term business technical provisions             -      (148)      (148)
and liabilities
Net assets disposed of                              -         64         64
Potential repayment under indemnity clause          -         11         13
Profit on sale                                      -         32         31
Accrued expenses of sale                            -          2          -
Consideration to be received                        -          -        (1)
                                                    -        109        107
                                                                           
Satisfied by - cash received                        -        109        109
             - expenses of sale paid                -          -        (2)
                                                    -        109        107
Cash divested with sale of subsidiary               -        (5)        (5)
undertakings (as above)
Disposals of subsidiary undertakings net            -        104        102
of cash divested

Page 23


13. Cash flow statement (continued)

(d) Analysis of increase/(decrease) in net borrowings:

                                             6 months   6 months       Full
                                                   to         to       year
                                              30.6.99    30.6.98       1998
                                                   #m         #m         #m
                                                                           
Change in amounts due to credit                 (325)       (84)         18
institutions due after more than one year
Change in amounts due to credit                   232          -       (64)
institutions due within one year
Change in finance lease payables                  (7)          4          6
Total decrease in borrowings                    (100)       (80)       (40)
Foreign exchange losses                             -          -        (1)
Borrowings at the beginning of the period         481        442        442
Borrowings acquired with Group acquisitions         -          -         80
Borrowings at the end of the period               381        362        481
         
                                                                  
(e) Analysis of the change in cash holdings:

                                             6 months   6 months       Full
                                                   to         to       year
                                              30.6.99    30.6.98       1998
                                                   #m         #m         #m
                                                                           
Change in cash at bank and in hand               (73)         15         49
Change in deposits with credit institutions      (11)        110        112
repayable on demand
Change in bank overdrafts                         103          4       (49)
Increase in cash holdings                          19        129        112
Foreign exchange (losses)/gains                   (2)        (3)          2
Balance of cash holdings at the beginning         191         77         77
of the period
Total cash holdings at the end of the period      208        203        191

                                                                           
(f) Analysis of the balance of cash holdings included in the consolidated  
    balance sheet:
                                                                           
                                                       Change in           
                                                             the  
                                              30.6.99     period   31.12.98
                                                   #m         #m         #m
                                                                           
Cash at bank and in hand                           75       (72)        147
Deposits with credit institutions                 153       (14)        167
repayable on demand
Bank overdrafts                                  (20)        103      (123)
Total cash holdings                               208         17        191

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Page 24


Independent review report to Norwich Union plc

Introduction

We have been instructed by the Company to review the financial information set
out on pages 9 to 23 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.

Directors' responsibilities

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

Review work performed

We conducted our review in accordance with guidance contained in Bulletin
1999/4 issued by the Auditing Practices Board. A review consists principally
of making enquiries of 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 excludes audit
procedures such as tests of controls and verification of assets, liabilities
and transactions. It 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 6 months to
30 June 1999.

Ernst & Young
London


2 August 1999



NORWICH UNION PLC 
Interim Results and New Business Figures for the six months to 30 June 1999

Embedded value of worldwide long-term business

An embedded value provides an estimate of the economic worth of a life
company, excluding any value which may be attributed to future new business.
The embedded value is the sum of the shareholders' net worth and the value of
the in-force business.

The shareholders' net worth comprises the market value of the shareholders'
funds and the shareholders' interest in the surplus held in the non-profit
component of the long-term business funds determined on a statutory solvency
basis and adjusted to add back any non-admissible assets.

The value of the in-force business is the present value of the projected
stream of future after-tax distributable profit from the business in-force at
the valuation date, adjusted for the cost of holding an appropriate amount of
solvency capital.

The change in embedded value over the period, adjusted for any amounts
released from or invested in the life operations, provides a measure of the
performance of a life insurance operation, referred to as the embedded value
profit.

The embedded value of the long-term business operations and embedded value
profit have been determined in accordance with the achieved profit method of
reporting and are based on the current structure of the Group.

Set out in the table below is the embedded value of the long-term business of
the Group:

Analysis of embedded value
                                                         30.6.99   31.12.98
                                                              #m         #m
United Kingdom                                                             
Conventional with-profit                                     578        523
Non-profit, unitised with-profit and unit-linked           3,144      3,014
                                                           3,722      3,537
Europe (excluding UK)                                                      
France                                                       208        216
Ireland                                                      369        381
Spain                                                         53         54
Other European Union                                          26         27
                                                             656        678
International                                                              
Australia                                                    135        117
Other                                                         90         83
                                                             225        200
                                                           4,603      4,415
                                                                           
Shareholders' net worth                                    1,807      1,769
Value of in-force business*                                2,796      2,646
Embedded value at the end of the period                    4,603      4,415

* At 30 June 1999 the deduction for the cost of solvency capital was #186
million (31 December 1998: #189 million).

The embedded values of the overseas businesses have been translated at
exchange rates applying at the date of the valuation.

The value of in-force business has been calculated using economic assumptions
judged appropriate at the date of the valuation.  The discount rate and
assumptions for future investment returns reflect prevailing long-term
interest rates.  The discount rate includes a risk margin to make allowance
for the risk that experience in future years may differ from that assumed.
Tax is projected on the basis expected to apply.  The assumptions for future
mortality, persistency and expenses reflect recent experience.

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Page 26


Embedded value of worldwide long-term business

Analysis of movement in embedded value
                                             6 months   6 months       Full
                                                   to         to       year
                                              30.6.99    30.6.98       1998
                                                   #m         #m         #m
                                                                           
Embedded value at the beginning of the year     4,415      4,040      4,040
Total embedded value profit after tax             224        388        530
Exchange rate movements                          (36)       (29)         17
Embedded value from business (disposed of)          -       (20)         24
   / acquired*
Amounts injected into life operations               -          -          -
Amounts released from life operations               -          -      (196)
Embedded value at the end of the period         4,603      4,379      4,415

*  Embedded value from business acquired / disposed of in 1998 is the acquired
embedded value of London & Edinburgh, #45 million, less the embedded value of
the New Zealand life business, #21 million, which was sold during the year.


Components of embedded value profit before tax

Embedded value profit comprises the following components, the first three of
which in aggregate are referred to as operating profit:

* value added by new business written during the period including value added
  between the point of sale and end of period;

* the profit from existing business equal to:
   - the expected return on the value of the in-force business at the
     beginning of the year,
   - experience variances caused by the differences between the actual
     experience during the period and expected experience based
     on the operating assumptions used to calculate the start year value,
   - the impact of changes in operating assumptions;

* the expected investment return on the shareholders' net worth, based upon
  assumptions applying at the start of the year;

* investment variances caused by differences between the actual return in the
  period and the expected experience based on economic assumptions used to
  calculate the start year value;

* the impact of change in economic assumptions in the period.

                                                        Restated   
                                             6 months   6 months   Restated
                                                   to         to  full year
                                              30.6.99   30.6.98*     1998**
                                                   #m         #m         #m
                                                                           
Value added by new business                        60         45        103
Profit from existing business
            - expected return                     149        137        279
            - experience variances                  4         20         22
            - operating assumption changes          -          -         27
Expected return on shareholders' net worth         56         54        117
Operating profit*,**                              269        256        548
Investment variances***                            52        286        219
Economic assumption changes****                     -         28         13
Total embedded value profit before tax            321        570        780
Attributed tax                                   (97)      (182)      (250)
Total embedded value profit after tax             224        388        530

*    If the 1999 investment return and discount rate assumptions had been
applied to the 1998 interim results then the operating profit would have been
#256 million, rather than #301 million as published in the interim
announcement 1998.

**   If the 1999 investment return and discount rate assumptions had been
applied to the 1998 full year results then the operating profit would have
been #548 million, rather than #654 million as published in the preliminary
announcement 1998.

***  Investment variances for the full year 1998 include an adverse variance
of #17 million as a result of changing expense apportionment methodology
between costs associated with new business and other costs in Australia.

**** The full year 1998 economic assumption changes include #35 million pre-
tax as a result of changing expense inflation assumptions.

Embedded value profit is calculated on an after-tax basis and grossed up at
the full corporation tax rate for UK business and at appropriate rates of tax
for other territories. Profits of overseas businesses have been translated at
the average exchange rates applying for the period.

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Page 27


Embedded value of worldwide long-term business

Value added by new business

The following table sets out the value added by new business written by the
long-term business operations. The value added by new business written during
the period is the present value of the projected stream of after-tax
distributable profit from that business. Profit from new long-term business
before tax is calculated by grossing up the value of new long-term business
after-tax at the full corporation tax rate for UK business and at appropriate
rates of tax for other territories.


                                                        Restated           
                                             6 months   6 months       Full
                                                   to         to       year
                                              30.6.99   30.6.98*     1998**
                                                   #m         #m         #m
United Kingdom                                                             
IFA sales                                          44         36         79
Direct                                              6          1          3
                                                   50         37         82
Europe (excluding UK)                                                      
France                                              6          7         15
Ireland                                             7          6         11
Spain                                               2          2          5
Other European Union                                2          2          2
                                                   17         17         33
International                                                              
Australia                                           3          1          7
Other                                               -          1          -
                                                    3          2          7
Worldwide value added by new business before       70         56        122
   cost of capital
Cost of capital                                  (10)       (11)       (19)
Worldwide value added by new business before tax   60         45        103
Attributed tax                                   (18)       (15)       (33)
Worldwide value added by new business after tax    42         30         70

*   If the 1999 investment return and discount rate assumptions had been
applied to the 1998 interim result (#36 million) then the value added by new
business after cost of capital and before tax would have increased by #5
million to #41 million.  In addition, if the 1998 interim result had included
value added to end of period, rather than at point of sale, then the value
added would have increased by a further #4 million, to #45 million.
**  Full year 1998 value added by new business has not been restated as it has
been calculated on the same method and assumptions as used for the period
ended 30 June 1999.

Value added by new business has been calculated using the same assumptions as
those used to determine the embedded values as at the end of each period, and
allows for the cost of holding solvency capital equal to the minimum EU
solvency margin (or equivalent for non-EU operations).

The result for direct is based on levels of sales allowances paid from Norwich
Union Life & Pensions Limited to Norwich Union Direct Financial Services
(NUDFS), a non-insurance subsidiary.  The excess of actual expenses, including
certain exceptional expenses and development costs, over sales allowance is
reflected in the result of NUDFS.

Value added by new business during the period includes value added at point of
sale and value added between point of sale and the end of the year.

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Page 28


Embedded value of worldwide long-term business

Analysis of embedded value operating profit before tax

Embedded value operating profit is calculated on an after-tax basis and then
grossed up at the full rate of corporation tax for UK business and at
appropriate rates of tax for other territories.

                                                        Restated   
                                             6 months   6 months   Restated
                                                   to         to  full year
                                              30.6.99   30.6.98*     1998**
                                                   #m         #m         #m
United Kingdom                                                             
Conventional with-profit                           27         37         68
Non-profit, unitised with-profit and unit-linked  184        172        372
                                                  211        209        440
Europe (excluding UK)                                                      
France                                             15         13         27
Ireland                                            23         18         42
Spain                                               3          3          8
Other European Union                                3          3          3
                                                   44         37         80
International                                                              
Australia                                          11          7         19
Other                                               3          3          9
                                                   14         10         28
Total                                             269        256        548


*   If the 1999 investment return and discount rate assumptions had been
applied to the 1998 interim results then the total operating profit would have
been #256 million, rather than #301 million as published in the interim
announcement 1998.

**  If the 1999 investment return and discount rate assumptions had been
applied to the 1998 full year results then the total operating profit would
have been #548 million, rather than #654 million as published in the
preliminary announcement 1998.


Principal economic assumptions

The principal economic assumptions used in the calculation of the value of the
in-force long-term business and the value added by new business are as 
follows:


                      United Kingdom         France            Ireland
                    30.6.99            30.6.99            30.6.99
                       &      30.6.98     &      30.6.98    &       30.6.98
                   31.12.98**         31.12.98**         31.12.98**
                          %         %        %         %         %        %
Discount rate          7.00      8.75     7.75      9.00      7.25     8.50
Pre-tax investment     
returns
   - fixed interest    4.40      6.50     4.00      5.30      4.60     5.80
   - equities*         7.00      8.75     6.00      7.30      6.75     7.80
Future expense         4.00      5.00     2.00      3.00      4.00     4.00
inflation
Tax rate used for     30.25     31.00    40.00     41.67     28.00    33.00
grossing up results**


                                              Spain           Australia
                                         30.6.99           30.6.99  
                                            &     30.6.98     &     30.6.98
                                        31.12.98          31.12.98         
                                               %        %        %        %
                                                                           
Discount rate                               7.75     9.50     9.25    10.00
Pre-tax investment returns - fixed interest 4.00     5.60     5.00     6.25
                           - equities       6.00     7.60     9.00    10.75
Future expense inflation                    2.00     3.00     2.50     2.50
Tax rate used for grossing up results      35.00    35.00    20.90    20.90

*  The equity assumption in the UK at 31 December 1998 and 30 June 1999 is
quoted after the removal of tax credits on dividends.

** Tax rates for grossing up in the UK, France and Ireland are as at 30 June
1999.  The rates applying at 31 December 1998 were 31.00%, 41.67% and 33.00%
respectively.

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Page 29


Embedded value of worldwide long-term business


Other assumptions

- Assumptions for overseas businesses have been chosen on bases consistent
with the United Kingdom.

- Projected tax has been allowed for on the basis which applies to the
structure of the Group. Current tax legislation and rates have been assumed to
continue unaltered, except where changes in future tax rates have been
announced.

- Assumed future mortality, morbidity and lapse rates have been derived from
an analysis of Norwich Union's recent operating experience.

- The management expenses of Norwich Union attributable to long-term business
operations have been split between expenses relating to the acquisition of new
business and to the maintenance of business in-force. Expense inflation rates
are assumed to apply on a per policy basis. Certain expenses of an exceptional
nature have been identified separately and the discounted value of projected
exceptional costs has been deducted from the value of in-force business.

- Assumed levels of commission to advisers and agents have been based on
Norwich Union's operating experience during the period.

- It has been assumed that there will be no changes to the methods and bases
used to calculate the statutory technical provisions and current surrender
values.

- The value of in-force business does not allow for future premiums under
recurring single premium business or non-contractual increments. The value
arising therefrom is included in the value of new business, when the premium
is received. Department of Social Security (DSS) rebate premiums have been
treated as recurring single premiums.

- Long-term businesses are required to maintain capital to support statutory
solvency margins.  Such capital is typically held in investments yielding
annual post-tax returns at levels less than the embedded value discount rate.
The annual cost of maintaining statutory solvency capital is the difference in
the year between the amount earned on investments supporting statutory
solvency margins and the amount expected in accordance with the level of
discount rate.  The cost of holding an appropriate amount of solvency capital
over the outstanding life of in-force policies, is the sum of the present
value of these annual costs.

- The value of the in-force business has been determined after allowing for
the cost of holding solvency capital equal to the minimum European Union (EU)
solvency requirement (or equivalent for non-EU operations). Solvency capital
relating to with-profit business is assumed to be covered by the surplus
within the with-profit funds and no cost has been attributed to shareholders.

- Bonus rates on with-profit business have been set at levels consistent with
the economic assumptions and Norwich Union's medium-term bonus plans. No value
has been attributed to any residual assets in excess of those required to pay
the assumed level of future bonuses to current participating policyholders, as
it is not intended to distribute these assets. The distribution of profit
between policyholders and shareholders within our with-profit funds assumes
that the shareholder interest in conventional with-profit business in the
United Kingdom and Ireland continues at the current rate of one-ninth of the
cost of bonus.

Alternative assumptions

The discount rate appropriate to any investor will depend on the investor's
own requirements, tax position, and perception of the risks associated with
the realisation of the future profits.

The table below shows the embedded values calculated on alternative discount
rates.

                                 1% lower      As published       1% higher
                            discount rate        on page 25   discount rate
                                       #m                #m              #m
                                                                           
Embedded value at 30 June 1999      4,900             4,603           4,380



It should be noted that in calculating these values all other assumptions have
been left unchanged.

The embedded value is sensitive to expense inflation assumptions.  A one per
cent reduction in the assumption for all businesses would increase the
embedded value by around #30 million after tax.

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Page 30


Group achieved profit

The UK insurance industry is attempting to develop standards for the
calculation and reporting of profit arising from long-term business, known as
achieved profit reporting.

Achieved profit reporting

In the section of the interim announcement which sets out the embedded value
of worldwide long-term business, the results of the Group's life operations
have been reported under the achieved profit basis for reporting performance.
This approach recognises profit as it is earned over the life of a policy and
is not directly dependent upon the emergence of statutory surplus or upon the
incidence and amounts of bonus distribution, the two significant shortcomings
of the modified statutory solvency basis of reporting.  While the achieved
profit basis of reporting produces results that are more volatile than those
currently reported in the main financial statements, the results will provide
a more accurate reflection of the success of the Group year on year in areas
of sales, investment performance, operational efficiencies, policy
discontinuances and mortality experience.

The methodology and the assumptions underpinning the embedded value
calculations are set out in detail in the embedded value of worldwide long-
term business section of the interim announcement.  The components of the
embedded value profit are also defined, indicating the items comprising
operating earnings for life business.

Reporting on investment performance

During 1998, the Association of British Insurers issued proposals which
revised the method on which insurers report investment return.  These
proposals enable companies to report operating earnings which reflect the
longer-term rate of investment returns on shareholders' investments and thus
exclude the volatility which arises from short-term fluctuations in investment
values.

In determining the effect of these proposals on the results for the period
ended 30 June 1999, the longer-term rates for UK equities, which represents
the most significant element of the equity content of the relevant
investments, has been taken to be 7.00 per cent per annum (1998: 8.75 per
cent).  For fixed income securities the return arrived at using the amortised
cost basis has been taken as an approximation to the longer-term rate of
return.

The presentation of the Group's operating profit, which includes life profit
on an achieved profit basis, and general business profit under the longer-term
rate of return principles is summarised on page 31.

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Page 31


Group achieved profit

Set out in the table below is the profit for the Group under the achieved
profit methodology.

                                                        Restated   
                                             6 months   6 months   Restated
                                                   to         to  full year
                                              30.6.99   30.6.98*     1998**
                                                   #m         #m         #m
Life business                                                         
Value added by new business                        60         45        103
Profit from existing business - expected return   149        137        279
                 - experience variances             4         20         22
                 - operating assumption changes     -          -         27
Expected return on shareholders' net worth         56         54        117
Operating profit                                  269        256        548
                                                                      
Non-life business                                                     
Total general business                             90         71        150
Profit from non-insurance operations                6          3          9
Holding companies                                (13)          4          7
Corporate costs                                  (18)       (20)       (38)
Group operating profit***                         334        314        676
                                                                           
Life business                                                              
Investment variances                               52        286        219
Economic assumption changes                         -         28         13
                                                                           
Non-life business                                                          
Amortisation of goodwill                          (7)          -        (3)
Exceptional costs of integrating acquired           -          -       (35)
undertakings
Change in the equalisation provision             (12)        (6)        (8)
Exceptional profit on sale of subsidiary            -         32         31
undertakings
Short-term fluctuation in investment return         8         58         66
Group profit before tax                           375        712        959
Taxation -  on operating profit                  (90)       (86)      (197)
         -  on non-operating profit              (14)      (114)       (93)
Group profit after tax                            271        512        669
Minority interest                                 (2)        (2)       (10)
Dividends                                        (91)       (83)      (251)
Retained profit for the period                    178        427        408


*   If the 1999 investment return and discount rate assumptions had been
applied to the 1998 Interim results then the Group operating profit would have
been #314 million, rather than #359 million as published in the interim
announcement 1998.

**  If the 1999 investment return and discount rate assumptions had been
applied to the 1998 full year results then the Group operating profit would
have been #676 million, rather than #793 million as published in the
preliminary announcement 1998.

***  Before integration costs and amortisation of goodwill.

Operating profit has been derived from long-term rate of return assumptions.
For UK equities, the assumed return for 1999 is 7.00 per cent.  Fixed interest
assumptions are based on either the amortised cost approach or are consistent
with redemption yields.

Reconciliation of movements in consolidated shareholders' funds

                                             6 months   6 months 
                                                   to         to  Full year
                                              30.6.99    30.6.98       1998
                                                   #m         #m         #m
                                                                           
Balance at the beginning of the period          5,713      5,098      5,098
Retained profit                                   178        427        408
Foreign exchange (losses) / gains                (39)       (35)         16
New share capital issued during the period          9          5          6
Merger reserve arising on reconstruction            -          -        185
Balance at the end of the period                5,861      5,495      5,713


END OF PART C

MORE TO FOLLOW





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