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