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 August, 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

Philip Broadley
Michael McLintock


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)

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

Philip Broadley - 132 shares
Michael McLintock - 1,183 shares


8. Percentage of issued class

Philip Broadley - Less than 0.000007%
Michael McLintock - Less than 0.00006%


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 4.484


13. Date of transaction

31 August 2004


14. Date company informed

31 August 2004


15. Total holding following this notification

Philip Broadley - 438,504 shares
Michael McLintock - 236,560 shares


16. Total percentage holding of issued class following this notification

Philip Broadley - Less than 0.03%
Michael McLintock - 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 3848


Date of Notification

31 August 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: 31 August 2004

                                     PRUDENTIAL PUBLIC LIMITED COMPANY

                                     By: /s/  Robert Walker

                                              Robert Walker
                                              Deputy Group Secretary