Estimating how uncertain an AI system is in its predictions is important to improve the safety of such systems. Uncertainty in predictive can result from uncertainty in model parameters, irreducible \emph{data uncertainty} and uncertainty due to distributional mismatch between the test and training data distributions. Different actions might be taken depending on the source of the uncertainty so it is important to be able to distinguish between them. Recently, baseline tasks and metrics have been defined and several practical methods to estimate uncertainty developed. These methods, however, attempt to model uncertainty due to distributional mismatch either implicitly through \emph{model uncertainty} or as \emph{data uncertainty}. This work proposes a new framework for modeling predictive uncertainty called Prior Networks (PNs) which explicitly models \emph{distributional uncertainty}. PNs do this by parameterizing a prior distribution over predictive distributions. This work focuses on uncertainty for classification and evaluates PNs on the tasks of identifying out-of-distribution (OOD) samples and detecting misclassification on the MNIST and CIFAR-10 datasets, where they are found to outperform previous methods. Experiments on synthetic and MNIST and CIFAR-10 data show that unlike previous non-Bayesian methods PNs are able to distinguish between data and distributional uncertainty.