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 May, 2003

                        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

    Mark E Tucker
    G Mark Wood


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

    Director's 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)

    BWCI Trust Company 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

    Shares acquired by scrip dividend on Deferred Share Award under the
    Prudential Annual Incentive Plan


7.  Number of shares / amount of stock acquired

    Mark E Tucker - 3,334 shares
    G Mark Wood - 273 shares


8.  Percentage of issued class

    Mark E Tucker - Less than 0.00017%
    G Mark Wood - Less than 0.00002%


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

    GBP 3.948


13. Date of transaction

    28 May 2003


14. Date company informed

    29 May 2003


15. Total holding following this notification

    Mark E Tucker - 567,714 Prudential plc shares
    G Mark Wood - 352,432 Prudential plc shares


16. Total percentage holding of issued class following this notification

    Mark E Tucker - Less than 0.03%
    G Mark Wood - Less than 0.02%


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

    This scrip dividend relates to shares held in Trust under the Prudential
    Annual Incentive Plan


24. Name of contact and telephone number for queries

    Jennie Webb, 020 7548 6027


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

    Robert Walker, Deputy Group Secretary, 020 7548 3804


    Date of Notification

    29 May 2003





                                   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: 29 May 2003

                                     PRUDENTIAL PUBLIC LIMITED COMPANY

                                     By: /s/  Robert Walker

                                              Robert Walker
                                              Deputy Group Secretary