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