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 June, 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





PRUDENTIAL PLC ANNOUNCEMENT

Schedule 11 - Notification of Interests of Directors and Connected Persons


No of Reports in announcement: 1

 1. Name of director:

    Philip Broadley

 2. Please state whether notification indicates that it is in respect of holding
    of the director named in 1 above or holding of that person's spouse or
    children under the age of 18 or in respect of a non-beneficial interest:

    N/A

 3. Name of registered holder(s) and, if more than one holder, the number of
    shares held by each of them (if notified):

    N/A

 4. Please state whether notification relates to a person(s) connected with the
    director named in 1 above and identify the connected person(s):

    N/A

 5. Please state the nature of the transaction. For PEP transactions please
    indicate whether general/single/Company on PEP and if discretionary/
    non-discretionary:

    Lapse of option under the Prudential Savings-Related Share Option Scheme  -
    see additional information

 6. Number of shares/amount of stock acquired:

    N/A

 7. Percentage of issued class:

    N/A

 8. Number of shares/amount of stock disposed:

    N/A

 9. Percentage of issued class:

     N/A

10. Class of security:

    N/A

11. Price per share:

    N/A

12. Date of transaction:

    N/A

13. Date company informed:

    N/A

14. Total holding following this transaction:

    N/A

15. Total percentage holding of issued class following this notification:

    N/A

    If a director has been granted options by the company, please complete the
    following fields:

16. Date of grant:

    See additional information

17. Period during which or date on which exercisable:

    N/A

18. Total amount paid (if any) for grant of the option:

    N/A

19. Description of shares or debentures involved: class, number:

    N/A

20. Exercise price (if fixed at time of grant) or indication that price is to be
    fixed at time of exercise:

    N/A

21. Total number of shares or debentures over which options held following this
    notification:

        N/A


Additional information:

An option for 1,327  ordinary  shares  granted  on 17 October  2000 at an option
price of GBP7.30,  exercise  period 1 December 2003 to 31 May 2004,  lapsed on 1
June 2004. The grant of this option was previously announced on 17 October 2000.

                              -ENDS-

Contact name for Enquiries

Jennie Webb

020 7548 6027

Company official responsible for making notification

John Price, Deputy Group Secretary

020 7548 3805

                                   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 01 June 2004

                                     PRUDENTIAL PUBLIC LIMITED COMPANY

                                     By: /s/  John Price
                                              Deputy Group Secretary