Restructuring of US Revenues

Old Mutual PLC
20 November 2000

Old Mutual plc (OML.L).  Restructuring of US revenues / placing



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, OR INTO,
               THE UNITED STATES OR CANADA
                            
This  announcement  does  not  constitute  an  offer   of
securities for sale in the United States. The information
contained  herein is not for publication or  distribution
to  persons in the United States. The New Ordinary Shares
have  not been and will not be registered under the  U.S.
Securities Act of 1933 (the 'Securities Act') and may not
be  offered or sold in the United States unless they  are
registered   with  the  U.S.  Securities   and   Exchange
Commission   or  pursuant  to  an  exemption   from   the
registration requirements of the Securities Act.

                            
                     OLD MUTUAL PLC
                            
Old Mutual restructures management incentives at Pilgrim
 Baxter & Associates and acquires control of additional
                     revenue streams
                       -----------
Placing of new ordinary shares of Old Mutual plc to raise
                      $220 million
and of approximately 25 million existing ordinary shares


Pilgrim Baxter & Associates

Following  the  completion of the acquisition  of  United
Asset   Management  Corporation  ('UAM'),  the  US   fund
management  group, Old Mutual has embarked  on  a  phased
restructuring of the UAM group.

A  process has been initiated to create a core  group  of
UAM affiliates that will retain their existing investment
management and marketing focus, but which will co-operate
to  create a substantial multi-style presence in  the  US
fund management industry.

Pilgrim  Baxter & Associates, Ltd ('PBA') has  grown  its
assets under management from $7 billion to $26 billion in
the  period from 1 January 1996 to 30 September 2000  and
has  achieved a strong reputation through the performance
of its funds.  For the six months to 30 June 2000 and the
nine  months  to  30  September 2000, PBA  had  unaudited
revenues of $91 million and $144 million respectively and
earnings  before  interest,  taxation,  depreciation  and
amortisation  ('EBITDA') of $71 million and $112  million
respectively.

The  revenues  of  PBA  have been subject  to  a  revenue
sharing agreement between UAM and Harold Baxter and  Gary
Pilgrim,  the  principals  of PBA,  under  which  UAM  is
estimated to be entitled to approximately 35% of revenues
for the current financial year ending 31 December 2000.
Old  Mutual  announces  that  it  has  now  concluded  an
agreement   with  Harold  Baxter  and  Gary  Pilgrim   to
restructure the revenue sharing arrangements at  PBA,  in
the following manner:

* Old  Mutual has agreed to acquire, inter alia,  52%  of
  the  principals' revenue sharing interests  with effect
  from  1  January  2001 for a payment of  $220  million,
  payable  in  two  equal instalments, which  Old  Mutual
  intends to finance by a placing of new ordinary  shares
  (the 'New Ordinary Shares').  $110 million cash will be
  paid  in November 2000.  The balance is expected to  be
  paid  in the first quarter of 2001, once certain  third
  party and regulatory consents have been obtained.

* Old  Mutual  has been granted an option to acquire  the
  remaining 48% of the principals' revenue shares in  PBA
  from  January 2002 for the sum of $420 million  payable
  in six equal annual instalments from April 2002.

It  is  intended,  so  as to ensure continued  management
incentivisation,  that  a  phantom  stock  plan  will  be
established in which the principals of PBA and other  key
existing  employees  of  PBA will receive  phantom  stock
rights  in a total of up to 13.8% of the equity  of  PBA.
Phantom  stock rights in a further 3.7% of the equity  of
PBA  have  been  earmarked for new employees  to  provide
incentives in the context of the future expansion of  the
firm.

Harold Baxter and Gary Pilgrim have entered into new long
term employment contracts with PBA and these are designed
to secure the long term stability of the business.

The  Board  of PBA has agreed to market funds offered  by
other  companies in the Old Mutual Asset  Managers  group
that complement the PBHG funds family and to develop  the
PBA  business as an integrated operation of  Old  Mutual.
It is Old Mutual's and PBA's intention to develop PBA and
the  PBHG  family of mutual funds into one  of  the  most
prominent mutual fund groups in the USA.

Eric  Anstee will be joining the Board of PBA and  it  is
expected  that  Mr Pieter van Niekerk will  join  PBA  as
international  strategy director  from  Old  Mutual  Unit
Trusts of South Africa.

Benefits of the transaction

The  restructuring allows Old Mutual to achieve a  number
of strategic goals.  These include:

* Securing  a  major  retail funds  franchise  and  brand
  names in the leading funds market in the world.

* Providing  enhanced opportunities for Old Mutual  Asset
  Managers  to develop sub-management franchises  through
  PBHG.

* Enhanced ability to retain and incentivise existing and
  future staff.

* Potential  to coordinate the distribution of other  Old
  Mutual group funds through PBA.



Additionally,  the  restructuring  is  expected  to  have
positive financial benefits to Old Mutual.

* The expected returns from the restructuring comfortably
  exceed Old Mutual's exacting hurdle rates of return for
  acquisitions.

* The  transaction  is expected to be earnings  enhancing
  from 1 January 2001.

* The  transaction is structured so that future  payments
  can be either in the form of cash or Old Mutual equity,
  providing maximum flexibility in the future.


Placing of new and existing ordinary shares

Old Mutual intends to satisfy the initial $220 million of
payments  from the proceeds of a placing of New  Ordinary
Shares  on the London Stock Exchange.  Simultaneously,  a
placing  is  to  be  made  of  approximately  25  million
existing  issued  shares in Old Mutual, representing  the
balance  of  shares  held in connection  with  satisfying
claims and errors in the Company's demutualisation in May
1999, which are now due to be sold in accordance with the
Scheme of Demutualisation.

The  number  of  New Ordinary Shares to  be  issued  will
represent approximately 3% of the Company's issued  share
capital.   The shares being placed will rank  pari  passu
with  the existing issued ordinary shares of Old  Mutual.
Applications  for listing and trading  will  be  made  in
relation  to  the New Ordinary Shares to the  UK  Listing
Authority  and  the  London Stock Exchange  respectively.
Applications  are  also being made for the  New  Ordinary
Shares  to  be admitted to listing on the JSE  Securities
Exchange  South  Africa  and  the  Namibian,  Malawi  and
Zimbabwe  Stock Exchanges.  It is expected that admission
and  dealing will become effective on Monday 27  November
2000.

Details of the number of New Ordinary Shares to be issued
and  the price at which they will be offered are expected
to  be determined and announced, following a bookbuilding
process, as soon as practicable after the placing closes.

Summary

Old  Mutual  believes that the terms of  the  transaction
described  above reflect the successful track  record  of
PBA's mutual funds established over a number of years and
their industry-leading performance.  The transaction also
underlines  the  attractiveness  and  benefits   of   the
original  acquisition of UAM.  It also further  increases
the  proportion of international revenue generated by Old
Mutual.

Eric Anstee, Chief Executive, Financial Services, Old
Mutual, commented:

'Pilgrim  Baxter  is  one of the most  significant  firms
within  the  UAM  group  and an  essential  part  of  our
strategy to secure a major platform for Old Mutual in the
key  mutual  funds  industry.   Old  Mutual  will  derive
enhanced shareholder value from the UAM acquisition as  a
whole following this transaction.

This  agreement  with Pilgrim Baxter will ensure  greater
operational  efficiencies and  allow  us  to  incentivise
existing fund managers and attract new-generation talent.
Old  Mutual will benefit from the considerable  scope  in
unexploited  synergies  within the  enlarged  Old  Mutual
group  through  product development,  cross-selling,  and
expanding distribution channels.'
                                                         
Enquiries:

Old Mutual plc, London
Eric Anstee, Chief Executive,           [phone]
Financial Services

James Poole, Director,                  [phone]
Investor Relations

Merrill Lynch                           [phone]
Guy Short
Michael Rowan

UBS Warburg                             [phone]
Oliver Pawle
Jim Renwick

Credit Suisse First Boston              [phone]
Malik Karim
Graeme Lewis

College Hill, London                    [phone]
Gareth David
Nicholas Williams

College Hill, Johannesburg              [phone]
Kim Milnes



This  announcement has been issued by  and  is  the  sole
responsibility  of the Company. UBS Warburg  and  Merrill
Lynch are each acting for the Company and no one else  in
relation  to  the placing and will not be responsible  to
anyone   other   than  the  Company  for  providing   the
protections afforded to their customers nor for providing
advice in relation to the placing.



Notes to Editors


Pilgrim Baxter & Associates

PBA's disciplined approach to investing has produced long-
term  track  records across both growth and value  equity
styles.  PBA has industry-leading product positioning  in
specialty    disciplines   including    technology    and
concentrated investing.

PBA's   assets  under  management  ('AUM')   have   grown
significantly  over  the last six years.   AUM  increased
from $4.075 billion in 1994 to $7.056 billion in 1995, to
$14.954  billion in 1996, declining slightly  to  $14.434
billion  in  1997  and  $12.278 billion  in  1998  before
increasing  to  $18.292 billion in 1999  and  to  $26.451
billion at 30 September 2000.

Of  the  total AUM at 30 September 2000, 78%  are  Mutual
Funds;  18%  are  Institutional; and 4%  are  Sub-advised
accounts.  By channel, the AUM are split 29% Direct;  22%
Institutional; 21% Insurance; 18% Supermarkets;  and  10%
are 401(k) funds.


As at 30 September 2000, six of PBA's mutual funds had 5-
star Morningstar ratings.  They are:

*    PBHG Large Cap 20 (AUM $1.163 billion)
*    PBHG Large Cap Growth (AUM $503 million)
*    PBHG Select Equity (AUM $2.106 billion)
*    PBHG   Technology  &  Communications  (AUM  $3.574
     billion)
*    PBHG Limited (AUM $145 million)
*    PBHG Mid-Cap Value (AUM $117 million)

Additionally,  a  further three funds with  AUM  of  $375
million  were rated 4-star and three funds  with  AUM  of
$6.442 billion were rated 3-star.


Old Mutual plc

Old  Mutual  plc  is an international financial  services
company  based  in London, with expanding  operations  in
life  assurance,  asset management, banking  and  general
insurance. Following demutualisation in May 1999,  it  is
listed  on  the  London  Stock  Exchange  with  a  market
capitalisation at 17 November 2000 of approximately  £5.4
billion.  It  is  also listed in South  Africa,  Namibia,
Malawi and Zimbabwe.

Financials for the six months ended 30 June 2000

* Operating  profits  based on  a  long  term  investment
  return increased 61% to £457m.
* Operating  earnings  per share based  on  a  long  term
  investment return rose 50% to 9 pence.
* Total  funds  under management increased 23%  to  £55.1
  billion from £44.9 billion at December 1999.
* Continuing life assurance operating profits based on  a
  long term investment return rose 26% to £249 million.
* Banking   operating  profits  increased  59%  to   £156
  million.


Key Businesses:

Life Assurance

In southern Africa, Old Mutual provides life, disability,
health,  retirement  savings and investment  products  to
individuals   and   groups.   With   over   3.2   million
policyholders, Old Mutual has approximately  30%  of  the
life assurance market in South Africa.

The   development   of   a  fully  integrated   eCommerce
capability is a strategic priority. During the  past  six
months,  Old  Mutual  has extended  its  partnerships  in
networks  and systems, working with Nedcor and  Dimension
Data,  including joint investments in Internet Solutions,
a   leading  South  African  corporate  internet  service
provider,    and    Miraculum,   a   business-to-business
electronic marketplace.

Old    Mutual   International   is   the   offshore   and
international     investment     subsidiary     providing
individually   tailored   offshore   investments,    life
assurance and unit trusts from product companies based in
Guernsey.

On  2  August  2000 Old Mutual announced a joint  venture
with  Kotak Mahindra Finance Ltd, one of India's  largest
financial  services  companies,  to  establish   a   life
assurance business in India.

Asset Management

Old  Mutual Asset Managers provides a multi-country asset
management  capability with global investment  and  asset
management  expertise.  Old Mutual  Unit  Trusts  is  the
leading unit trust provider in South Africa.

On 31 March 2000, Old Mutual completed the acquisition of
Gerrard Group plc, parent company of Greig Middleton.  On
10  May  2000,  Old Mutual's subsidiary, Albert  E  Sharp
Securities,  and  Greig  Middleton's  institutional   and
stockbroking  businesses,  merged  to  form  Old   Mutual
Securities,  which  focusses  on  the  growth  sector  of
corporate  and advisory services for smaller  and  medium
sized UK and European companies.

Old    Mutual's   private   client   businesses,    Greig
Middleton/Capel  Cure  Sharp,  is  one  of  the   leading
providers   of   portfolio  management  and  stockbroking
services to high net-worth individuals in the UK.

GNI,  the leading derivatives house in London and Europe,
is  Old  Mutual's  specialised  broking  and  derivatives
market subsidiary.

On  26  September  2000, Old Mutual plc  acquired  United
Asset   Management  Corporation,  one  of   the   largest
investment   management  organisations  in   the   world,
increasing  the group's total assets under management  to
approximately $275bn (£190bn).


Banking

Old Mutual's banking business is conducted principally by
Nedcor,  in  which  the company has a  53.5%  controlling
interest. Nedcor is the highest rated bank listed on  the
JSE  Securities  Exchange South  Africa.  Its  activities
include  retail,  commercial,  corporate  and  investment
banking  and asset management, with more than 2.4 million
banking  customers. On 20 September 2000, Old Mutual  and
Nedcor strengthened their partnership with Dimension Data
Holdings plc, a global network services company listed in
London. In July 2000, Nedcor acquired FBC Fidelity  Bank,
which  is  being merged with Peoples Bank to  create  the
biggest empowerment bank in South Africa.

General Insurance

Old  Mutual holds a 51% controlling interest in Mutual  &
Federal  Insurance  Company, which  writes  motor,  fire,
accident, engineering and marine business.  M&F is one of
the  largest  general  insurers in South  Africa.  It  is
listed on the JSE Securities Exchange South Africa,  with
operations   in  South  Africa,  Namibia,  Botswana   and
Zimbabwe.   On   17  October  2000,  it   completed   its
acquisition of CGU Holdings Ltd for £115 million, and had
a market capitalisation of £364 million.


Advisers

Old  Mutual  was  advised on the  transaction  by  Credit
Suisse First Boston and PBA was advised by Goldman Sachs.