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 Holders in Prudential plc No of Reports in announcement: 1. Name of director: JW Bloomer, PAJ Broadley, MGA McLintock, M Norbom, GM Wood, C Manning 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): BWCI Trust Company Limited 4. Please state whether notification relates to a person(s) connected with the director named in 1 above and identify the connected person(s): Employee Benefit Trust 5. Please state the nature of the transaction. For PEP transactions please indicate whether general/single/Company on PEP and if discretionary/ non-discretionary: In relation to the Prudential plc Rights Issue announced on 19 October 2004, on 11 November 2004, the trustees of the Prudential plc Employee Share Trust exercised their rights to acquire 649,594 additional ordinary shares of 5p nominal value in Prudential plc at a price of 308p. The trust is a discretionary trust in which each of the executive directors is, together with other employees of the Group, a beneficiary and each of the executive directors is therefore treated as having an interest in all of the shares in the trust. 6. Number of shares/amount of stock acquired: 649,594 7. Percentage of issued class: Less than 0.03% 8. Number of shares/amount of stock disposed: N/A 9. Percentage of issued class: N/A 10. Class of security: Shares of 5p each 11. Price per share: 308p 12. Date of transaction: 11th November 2004 13. Date company informed: 11th November 2004 14. Total holding following this transaction: 4,601,320 15. Total percentage holding of issued class following this notification: Less than 0.2% 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: -ENDS- Contact name for Enquiries Penny Follows 020 7548 3821 Company official responsible for making notification Bob Walker, 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: 11 November, 2004 PRUDENTIAL PUBLIC LIMITED COMPANY By: /s/ John Price John Price Deputy Group Secretary