SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 6-K

                        REPORT OF FOREIGN PRIVATE ISSUER

                      Pursuant to Rule 13a-16 or 15d-16 of
                      the Securities Exchange Act of 1934

                           For the month of June, 2004

                       PRUDENTIAL PUBLIC LIMITED COMPANY

                (Translation of registrant's name into English)

                            LAURENCE POUNTNEY HILL,
                           LONDON, EC4R 0HH, ENGLAND
                    (Address of principal executive offices)


Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.

                          Form 20-F X     Form 40-F


Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

                                 Yes      No X

If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82-



Enclosures: Director Shareholding





                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS



1. Name of company

Prudential plc

2. Name of director

Kathleen O'Donovan, Robert Rowley, Bridget Macaskill, James Ross,
Lambertus Becht and Roberto Mendoza

3. Please state whether notification indicates that it is in respect of holding
of the shareholder named in 2 above or in respect of a non-beneficial interest
or in the case of an individual holder if it is a holding of that person's
spouse or children under the age of 18 or in respect of a non-beneficial
interest

Directors named above

4. Name of the registered holder(s) and, if more than one holder, the number of
shares held by each of them (if notified)

Kathleen O'Donovan
Robert Rowley
Bridget Macaskill held in Giltspur Nominees Limited
James Ross
Lambertus Becht
Roberto Mendoza held in Strand Nominees Limited

5. Please state whether notification relates to a person(s) connected with the
director named in 2 above and identify the connected person(s)

N/A

6. Please state the nature of the transaction. For PEP transactions please
indicate whether general/single co PEP and if discretionary/non discretionary

Acquisition of shares, agreed by UKLA, using agreed % of the quarterly
payment of board and committee fees to the non-executive directors

7. Number of shares / amount of stock acquired

Kathleen O'Donovan      748 shares
Robert Rowley           748 shares
Bridget Macaskill       782 shares
James Ross              476 shares
Lambertus Becht         779 shares
Roberto Mendoza         748 shares

8. Percentage of issued class

Kathleen O'Donovan      0.00003698 %
Robert Rowley           0.00003698%
Bridget Macaskill       0.00003866%
James Ross              0.00002353 %
Lambertus Becht         0.00003851 %
Roberto Mendoza         0.00003698%

9. Number of shares/amount of stock disposed

N/A

10. Percentage of issued class

N/A

11. Class of security

Ordinary Shares of 5p each

12. Price per share

GBP4.7525

13. Date of transaction

30 June 2004

14. Date company informed

30 June 2004

15. Total holding following this notification

Kathleen O'Donovan (5,817 shares)
Robert Rowley      (33,580 shares)
Bridget Macaskill  (7,599 shares)
James Ross         (2,976 shares)
Lambertus Becht    (18,252 shares)
Roberto Mendoza    (109,299 shares)

16. Total percentage holding of issued class following this notification

Kathleen O'Donovan      0.00029%
Robert Rowley           0.00166 %
Bridget Macaskill       0.00038 %
James Ross              0.00015%
Lambertus Becht         0.00090 %
Roberto Mendoza         0.00540%

If a director has been granted options by the company please complete the
following boxes.

17. Date of grant

N/A

18. Period during which or date on which exercisable

N/A

19. Total amount paid (if any) for grant of the option

N/A

20. Description of shares or debentures involved: class, number

N/A

21. Exercise price (if fixed at time of grant) or indication that price is to be
fixed at time of exercise

N/A

22. Total number of shares or debentures over which options held following this
notification

N/A

23. Any additional information

N/A

24. Name of contact and telephone number for queries

Chris Barton, 020 7548 3423

25. Name and signature of authorised company official responsible for making
this notification

John Price, Deputy Group Secretary, 020 7548 3805

Date of Notification

30 June 2004



                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Date 30 June 2004

                                     PRUDENTIAL PUBLIC LIMITED COMPANY

                                     By: /s/

                                                        John Price
                                                        Deputy Group Secretary