Director Shareholding

Prudential PLC
29 May 2002



                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1. Name of company
 Prudential plc



2. Name of director

 Philip A J Broadley, Julia Ann Burdus, Roberto Mendoza, Robert Rowley, 
 Mark E Tucker, G Mark Wood



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
Directors named above



4. Name of the registered holder(s) and, if more than one holder, the number of
shares held by each of them (if notified)
Philip A J Broadley

Julia Ann Burdus

Roberto Mendoza

Robert Rowley

Mark E Tucker

G Mark Wood



5. Please state whether notification relates to a person(s) connected with the
director named in 2 above and identify the connected person(s)
N/A



6. Please state the nature of the transaction. For PEP transactions please
indicate whether general/single co PEP and if discretionary/non discretionary
Scrip dividend on shares of Prudential plc (see additional information)



7. Number of shares / amount of stock acquired
 See additional information



8. Percentage of issued class
 See additional information



9. Number of shares/amount of stock disposed
 N/A



10. Percentage of issued class
N/A



11. Class of security
Shares of 5p each



12. Price per share
 680.1p



13. Date of transaction
 29 May 2002



14. Date company informed
 29 May 2002



15. Total holding following this notification
 Philip A J Broadley (81,892 shares)

Julia Ann Burdus (4,202 shares)

Roberto Mendoza (23,668 shares)

Robert Rowley (4,035 shares)

Mark E Tucker (299,990 shares)

G Mark Wood (127,009 shares)



16. Total percentage holding of issued class following this notification
 See additional information



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

17. Date of grant
 N/A



18. Period during which or date on which exercisable
 N/A



19. Total amount paid (if any) for grant of the option
 N/A



20. Description of shares or debentures involved: class, number
N/A



21. Exercise price (if fixed at time of grant) or indication that price is to be
fixed at time of exercise
 N/A



22. Total number of shares or debentures over which options held following this
notification
N/A



23. Any additional information
Director No of Shares Acquired Total Percentage holding of Class

Philip A J Broadley 76 shares 0.004%

(64 in Director's name and 12 in the name of his spouse)

Julia Ann Burdus 94 shares 0.0002%

Roberto Mendoza 13 shares 0.001%

Robert Rowley 90 shares 0.0002%

Mark E Tucker 4,277 shares Less than 0.02%

G Mark Wood 63 shares Less than 0.007%



24. Name of contact and telephone number for queries
Jennie Webb, 020 7548 6027



25. Name and signature of authorised company official responsible for making
this notification
 John Price, Deputy Group Secretary, 020 7548 3805



Date of Notification
29 May 2002





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