PRUDENTIAL FINANCIAL INC — Director's Dealing 2010

Jan 20, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2010-01-18

Reporting Person: CARBONE RICHARD J (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-01-18	Common Stock	M	10607	$53.46	Acquired	68576	Direct
2010-01-18	Common Stock	F	4368	$53.46	Disposed	64208	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-01-18	1/18/08 Restricted Stock Units	$80	M	10607	Disposed	2018-01-18	Common Stock (10607)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	856	Indirect

Footnotes

F1: Represents the vesting of previously awarded restricted stock units.

F2: Represents shares withheld for the payment of taxes when restricted shares vested.

F3: Beneficial ownership includes shares acquired under The Prudential Employee Savings Plan which are exempt transactions pursuant to Rules 16b-3(c) and 16a-3(f)(1)(i)(B).

F4: The number of Restricted Stock Units awarded to the Reporting Person was determined by dividing 60 percent of the total compensation value being awarded by the average closing price of the Issuer's Common Stock on the New York Stock Exchange for the final 20-day trading period in December 2007, or $94.29.

F5: The restricted stock units vest with 67% after 2 years on 1/18/2010, and 33% after year 3 on 1/18/2011.