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 December, 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 dated 31 December 2003 SCHEDULE 11 NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS 1. Name of company Prudential plc 2. Name of director 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 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) Director named above 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 Release of shares awarded under the Prudential Employee Share Trust, as per the announcement made on 29 June 2001, AVS number 957092. 7. Number of shares / amount of stock acquired 31,672 8. Percentage of issued class Less than 0.0002% 9. Number of shares/amount of stock disposed Nil 10. Percentage of issued class N/A 11. Class of security Shares of 5p each 12. Price per share N/A 13. Date of transaction 31 December 2003 14. Date company informed 31 December 2003 15. Total holding following this notification 346,325 16. Total percentage holding of issued class following this notification 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 24. Name of contact and telephone number for queries Jennie Webb, 0207 548 6027 25. Name and signature of authorised company official responsible for making this notification John Price, Deputy Group Secretary, 020 7548 3805 Date of Notification 31 December 2003 END 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 December, 2003 PRUDENTIAL PUBLIC LIMITED COMPANY By: /s/ John Price John Price Deputy Group Secretary