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 2005

                       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

 PAJ Broadley, GM 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

 See section 6


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

 Prudential Services Limited Share Incentive Plan Trust (the Trust)


5. Please state whether notification relates to a person(s) connected with the
director named in 2 above and identify the connected person(s)

Prudential Services Limited Share Incentive Plan Trust (the Trust)


6. Please state the nature of the transaction. For PEP transactions please
indicate whether general/single co PEP and if discretionary/non discretionary

A purchase was made on 9 May 2005 of 1,169 ordinary shares in the Company by
Yorkshire Building Society (the Trustee of the Trust) at a price of GBP4.8035
per share for the purpose of satisfying the purchase of ordinary shares by
eligible employees (including executive directors) who have elected to join the
Prudential Services Limited Share Incentive Plan (the Plan) and are therefore
potential beneficiaries under the Trust for May 2005. The Plan has been approved
by the Inland Revenue as a share incentive plan under the Income Tax (Earnings
and Pensions) Act 2003.

Following the transaction the Trustee will hold 1,169 ordinary shares, all of
which are held on behalf of eligible employees pursuant to the terms of the
Plan.

The number of ordinary shares purchased on this date on behalf of the executive
directors participating in the Plan were as follows:

PAJ Broadley - 32 ordinary shares
GM Wood - 32 ordinary shares


7. Number of shares / amount of stock acquired

Trust 1,169 ordinary shares
PAJB Broadley 32 ordinary shares
GM Wood 32 ordinary shares


8. Percentage of issued class

Trust Less than 0.00005%
PAJB Broadley Less than 0.000002%
GM Wood Less than 0.000002%


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 ordinary share

 GBP4.8035


13. Date of transaction

 10 May 2005


14. Date company informed

 10 May 2005


15. Total holding following this notification

Trust 1,169 shares
PAJ Broadley 557,201 shares
GM Wood  650,022 shares


16. Total percentage holding of issued class following this notification

Trust Less than 0.00005%
PAJ Broadley Less than 0.03%
GM Wood  Less than 0.03%


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, Group Secretarial, 020 7548 2027


25. Name and signature of authorised company official responsible for making
this notification

 Vanessa Jones, Deputy Group Secretary, 020 7548 3805


Date of Notification

 10 May 2005



                                   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 10 May 2005

                                     PRUDENTIAL PUBLIC LIMITED COMPANY

                                     By: /s/  Vanessa Jones
                                              Deputy Group Secretary