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 November, 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: G Mark Wood 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: Director named above 3. Name of registered holder(s) and, if more than one holder, the number of shares held by each of them (if notified): G Mark Wood 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: N/A 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: See additional information 9. Percentage of issued class: N/A 10. Class of security: Prudential plc ordinary 5p 11. Price per share: See additional information 12. Date of transaction: 3 November 2004 13. Date company informed: 3 November 2004 14. Total holding following this transaction: 572,424 ordinary Prudential plc shares 15. Total percentage holding of issued class following this notification: Less than 0.029% If a director has been granted options by the company, please complete the following fields: 16. Date of grant: N/A 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: Sale of 14,857 nil paid rights, at 106.5p, on 119,850 shares held variously in his own name. All the proceeds of the sale of these nil paid rights will be used to subscribe for new shares in the Rights Issue. -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 3 November, 2004 PRUDENTIAL PUBLIC LIMITED COMPANY By: /s/ John Price John Price Deputy Group Secretary