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 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 Jonathan W Bloomer, Philip A J Broadley, Bridget Macaskill, Clark Manning, Roberto Mendoza, Robert Rowley, 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 Directors named above & spouse where applicable 4. Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them (if notified) Jonathan W Bloomer & Anne E J Bloomer Philip A J Broadley & Gillian E Broadley Bridget Macaskill Clark Manning Roberto Mendoza Robert Rowley G Mark Wood 5. Please state whether notification relates to a person(s) connected with the director named in 2 above and identify the connected person(s) See point 7 6. Please state the nature of the transaction. For PEP/ISA transactions please indicate whether general/single co PEP and if discretionary/non discretionary Scrip dividend on shares of Prudential plc 7. Number of shares / amount of stock acquired Jonathan W Bloomer 775 (438 shares in the name of the Director, 185 shares in the name of his spouse and 152 shares in respect of shares held in Trust under the Prudential Share Participation Plan) Philip A J Broadley 235 shares (222 shares in the name of the Director and 13 in the name of his spouse) Bridget Macaskill 26 shares Clark Manning 556 shares Roberto Mendoza 2,365 shares (13 shares on holding in his own name, 66 shares on holding with J P Morgan, 2,286 shares on holding with Goldman Sachs) Robert Rowley 528 shares G Mark Wood 159 shares ( shares acquired in respect of shares held in Trust under the Director's Deferred Share Award under the Prudential Annual Incentive Plan) 8. Percentage of issued class Jonathan W Bloomer Less than 0.00004% Philip A J Broadley Less than 0.00002% Bridget Macaskill Less than 0.0000002% Clark Manning Less than 0.00003% Roberto Mendoza Less than 0.0002% Robert Rowley Less than 0.00003% G Mark Wood Less than 0.000008% 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 448.4p 13. Date of transaction 26 May 2004 14. Date company informed 26 May 2004 15. Total holding following this notification Jonathan W Bloomer (815,605 shares) Philip A J Broadley (227,469 shares) Bridget Macaskill (6,817 shares) Clark Manning (272,822 shares) Roberto Mendoza (108,551 shares) Robert Rowley (32,832 shares) G Mark Wood (346,484 shares) 16. Total percentage holding of issued class following this notification Jonathan W Bloomer Less than 0.041% Philip A J Broadley Less than 0.012% Bridget Macaskill Less than 0.0004% Clark Manning Less than 0.014% Roberto Mendoza Less than 0.006% Robert Rowley Less than 0.002% G Mark Wood Less than 0.018% 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 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 26 May 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 26 May 2004 PRUDENTIAL PUBLIC LIMITED COMPANY By: /s/ John Price Deputy Group Secretary