Director Shareholding

Prudential PLC
31 December 2001

31 December 2001

PRUDENTIAL PLC ANNOUNCEMENT

Schedule 11 - Notification of Interests of Directors and Connected Persons



No of Reports in announcement: 1

 1. Name of director:

    Sir David Barnes, Robert Rowley, Julia Ann Burdus, Alexander Stewart and
    Roberto Mendoza
 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:

    Directors 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):

    Sir David Barnes ( 4,778 shares)

    Robert Rowley (3,644 shares)

    Julia Ann Burdus (3,844 shares)

    Alexander Stewart (10,110 shares)

    Roberto Mendoza (3,444 shares)
 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:

    Acquisition of Prudential plc shares (see additional information)
 6. Number of shares/amount of stock acquired:

    See additional information
 7. Percentage of issued class:

    See additional information
 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:

    £8.00
12. Date of transaction:

    31 December 2001
13. Date company informed:

    31 December 2001
14. Total holding following this transaction:

    See above point 3
15. 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 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:

Acquisition of shares, agreed by UKLA, using agreed % of the quarterly payment
of board fees and all committees to the non-executive directors as follows:

Director          No of Shares Acquired   Total Percentage holding of Class

Sir David Barnes     232 shares           Less than 0.0003%

Robert Rowley        232 shares           Less than 0.0002%

Julia Ann Burdus     232 shares           Less than 0.0002%

Alexander Stewart    232 shares           Less than 0.0006%

Roberto Mendoza      186 shares           Less than 0.0002%



                              -ENDS-

Contact name for Enquiries

Gill Wood

020 7548 3821

Company official responsible for making notification

Tony Lee, Deputy Group Secretary

020 7548 3805