Director Shareholding

Prudential PLC
20 December 2001

20 December 2001

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, KL Bedell-Pearce, MGA McLintock, ME Tucker, GM
    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:

    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):

    Prudential QUEST 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):

    Qualifying Employee Share Ownership Trust ('QUEST')


 5. Please state the nature of the transaction. For PEP transactions please
    indicate whether general/single/Company on PEP and if discretionary/
    non-discretionary:

    Each of the executive directors of the Company technically become
    interested on 19th December 2001 in 948,035 shares of 5p each in the
    Company by virtue of Prudential 'QUEST' Limited being allotted such shares
    and the executive directors being potential beneficiaries under the QUEST.
    Since 12 June 2001 the Directors have technically ceased to have an
    interest in 1,828,875 shares by virtue of Prudential QUEST Limited
    transferring such shares to employees of the Company to satisfy the
    exercise of options by those employees under the Prudential
    Savings-Related Share Option Scheme & M & G Savings-Related Share Option
    Scheme during the period of 12 June 2001 and 19th December 2001.


 6. Number of shares/amount of stock acquired:

    948,035
 7. Percentage of issued class:

    Less than 0.05%


 8. Number of shares/amount of stock disposed:

    1,828,875


 9. Percentage of issued class:

    Less than 0.1%


10. Class of security:

    Shares of 5p each


11. Price per share:

    Allotment Price: £7.68


12. Date of transaction:

    19th December 2001


13. Date company informed:

    19th December 2001


14. Total holding following this transaction:

    6,043,555


15. Total percentage holding of issued class following this notification:

    Less than 0.4%



    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

Jennie Webb

020 7548 6027

Company official responsible for making notification

Tony Lee, Deputy Group Secretary

020 7548 3805