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 January 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

     Bridget Macaskill


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)

     Bridget Macaskill - shares held in Giltspur Nominees Limited


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/ISA transactions please
     indicate   whether   general/single   co  PEP   and  if   discretionary/non
     discretionary

     Take up of shares under the Prudential plc Rights Issue


7.   Number of shares / amount of stock acquired

     1,109 ordinary shares


8.   Percentage of issued class

     Less than 0.0001%


9.   Number of shares/amount of stock disposed

     N/A


10.  Percentage of issued class

     N/A


11.  Class of security

     Prudential ordinary shares of 5p each


12.  Price per share
 
     308p


13.  Date of transaction

     11 November 2004


14.  Date company informed

     7 January 2005


15.  Total holding following this notification

     9,707 ordinary shares



16.  Total percentage holding of issued class following this notification

     Less than 0.0005%


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
 
     Bridget Macaskill  additionally notified the Company on 7 January 2005 that
     she ceased to be interested in 646 ordinary  shares held for the benefit of
     a minor who had now reached the age of 18.


24.  Name of contact and telephone number for queries

     Anne Newman, 020 7548 3229


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 January 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 January 10, 2005

                                     PRUDENTIAL PUBLIC LIMITED COMPANY 

                                     By: /s/  Vanessa Jones
                                              Deputy Group Secretary