PRUDENTIAL FINANCIAL INC — Director's Dealing 2010

Sep 2, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2010-08-20

Reporting Person: STRANGFELD JOHN R JR (Director, Chief Executive Officer, Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-08-20	Common Stock	G	9200.0000	$0.0000	Disposed	233503.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1149.0000	Indirect
Common Stock	539.0000	Indirect

Footnotes

F1: Gifts to charitable foundations.

F2: Following the transactions reported on this Form 4, Mr. Strangfeld continues to hold 156,962 shares directly and 1,149 shares indirectly in a 401(k) account. Mr. Strangfeld also holds an additional 594,676 vested stock options, 417,038 unvested stock options, 239,609 restricted stock units and 70,294 target performance shares (the exact number awarded being dependent on achievement of performance goals).

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 reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission the reporting person is the beneficial owner of such securities for the purposes of Section 16 or for any other purpose.