PRUDENTIAL FINANCIAL INC — Director's Dealing 2010

Mar 3, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2010-03-01

Reporting Person: BECKER FREDERIC K (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-01	Common Stock	M	5143	$52.41	Acquired	28610	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-01	Notional Shares - Mandatory	$0	M	2380	Disposed		Common Stock (2380)	Direct
2010-03-01	Notional Shares - Optional	$0	M	2763	Disposed		Common Stock (2763)	Direct

Footnotes

F1: Nondiscretionary transaction executed pursuant to the issuer's deferred compensation plan for non-employee directors.

F2: Notional Shares convert to common stock on a 1 to 1 basis.

F3: Notional shares are payable in common stock in compliance with the Directors Deferred Compensation Plan and Section 409A of the Internal Revenue Code.