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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, 2002

PRUDENTIAL PUBLIC LIMITED COMPANY

(Translation of registrant's name into English)

LAURENCE POUNTNEY HILL,
LONDON, EC4R OHH, 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 ý        Form 40-F o

        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 o        No ý

        If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-            

Enclosures:

Notification of Interests of Directors of Prudential plc.



PRUDENTIAL PLC ANNOUNCEMENT

Schedule 11—Notification of Interests of Directors and Connected Persons

1.
Name of company
2.
Name of director
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
4.
Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them (if notified)
5.
Please state whether notification relates to a person(s) connected with the director named in 2 above and identify the connected person(s)
6.
Please state the nature of the transaction. For PEP transactions please indicate whether general/single co PEP and if discretionary/non discretionary
7.
Number of shares / amount of stock acquired
8.
Percentage of issued class
9.
Number of shares/amount of stock disposed
10.
Percentage of issued class
11.
Class of security
12.
Price per share
13.
Date of transaction
14.
Date company informed
15.
Total holding following this notification

16.
Total percentage holding of issued class following this notification

        If a director has been granted options by the company please complete the following boxes.

17.
Date of grant
18.
Period during which or date on which exercisable
19.
Total amount paid (if any) for grant of the option
20.
Description of shares or debentures involved: class, number
21.
Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise
22.
Total number of shares or debentures over which options held following this notification
23.
Any additional information
24.
Name of contact and telephone number for queries
25.
Name and signature of authorised company official responsible for making this notification

        Date of Notification


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 2002      
    PRUDENTIAL PUBLIC LIMITED COMPANY

 
 
By:
/s/  JOHN PRICE      
John Price
 Deputy Group Secretary


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PRUDENTIAL PLC ANNOUNCEMENT
SIGNATURES