Director Shareholding

Prudential PLC
29 May 2003

                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS


1. Name of company

 Prudential plc



2. Name of director

 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

 Director's 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)

 BWCI Trust Company Limited



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

Shares acquired by scrip dividend on Deferred Share Award under the Prudential 
Annual Incentive Plan



7. Number of shares / amount of stock acquired

Mark E Tucker - 3,334 shares

G Mark Wood - 273 shares



8. Percentage of issued class

Mark E Tucker - Less than 0.00017%

G Mark Wood - Less than 0.00002%



9. Number of shares/amount of stock disposed

 N/A



10. Percentage of issued class

 N/A



11. Class of security

 Ordinary shares of 5p each



12. Price per share

 £3.948



13. Date of transaction

 28 May 2003



14. Date company informed

 29 May 2003



15. Total holding following this notification

 Mark E Tucker - 567,714 Prudential plc shares


 G Mark Wood - 352,432 Prudential plc shares



16. Total percentage holding of issued class following this notification

 Mark E Tucker - Less than 0.03%

 G Mark Wood - Less than 0.02%



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

 This scrip dividend relates to shares held in Trust under the Prudential Annual 
 Incentive Plan



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

 Robert Walker, Deputy Group Secretary, 020 7548 3804



Date of Notification

 29 May 2003




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