Director Shareholding

Prudential PLC
28 June 2002


                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

1. Name of company
 Prudential plc



2. Name of director
 Sir David Barnes, Robert Rowley, Julia Ann Burdus, Alexander Stewart, Lambertus 
 Becht and Roberto Mendoza



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)

        Sir David Barnes
        Robert Rowley
        Julia Ann Burdus
        Alexander Stewart
        Roberto Mendoza
        Lambertus Becht



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
 Acquisition of shares, agreed by UKLA, using agreed % of the quarterly payment of board and committee
fees to the non-executive directors



7. Number of shares / amount of stock acquired

        Sir David Barnes 312 shares
        Robert Rowley 312 shares
        Julia Ann Burdus 313 shares
        Alexander Stewart 313 shares
        Roberto Mendoza 250 shares

Lambertus Becht 185 shares



8. Percentage of issued class

        Sir David Barnes Less than 0.00002%
        Robert Rowley Less than 0.00002%
        Julia Ann Burdus Less than 0.00002%
        Alexander Stewart Less than 0.00002%
        Roberto Mendoza Less than 0.00002%
        Lambertus Becht Less than 0.000010%



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
 £5.96



13. Date of transaction
 28 June 2002



14. Date company informed
 28 June 2002



15. Total holding following this notification

        Sir David Barnes ( 5,355 shares)
        Robert Rowley (23,882 shares)
        Julia Ann Burdus (4,515 shares)
        Alexander Stewart (14,110 shares)
        Roberto Mendoza (23,931 shares)
        Lambertus Becht (185 shares)



16. Total percentage holding of issued class following this notification

        Sir David Barnes Less than 0.0003%
        Robert Rowley Less than 0.002%
        Julia Ann Burdus Less than 0.0003%
        Alexander Stewart 0.0007%
        Roberto Mendoza Less than 0.002%
        Lambertus Becht Less than 0.000010%



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




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
 Jackie Cross, Assistant Group Secretary, 020 7548 3446



Date of Notification
 28 June 2002


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