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 March, 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

    Mark Norbom

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

    See additional information

7.  Number of shares / amount of stock acquired

    15,339

8.  Percentage of issued class

    Less than 0.0007%

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

    2 March 2005

14. Date company informed

    2 March 2005

15. Total holding following this notification

    783,235

16. Total percentage holding of issued class following this notification

    Less than 0.04%

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

    Release of shares awarded under the Prudential Employee Share Trust, as per 
    the announcement made on 3 September 2004, AVS number 480185.

    The number of shares originally awarded were increased due to the Prudential
    Rights Issue, as per the announcement made on 22 December 2004, AVS 905759

24. Name of contact and telephone number for queries

    Jennie Webb, 0207 548 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

2 March 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: 2 March 2005

                                     PRUDENTIAL PUBLIC LIMITED COMPANY 

                                     By: /s/  Vanessa Jones

                                              Vanessa Jones
                                              Deputy Group Secretary