PRUDENTIAL FINANCIAL INC — Director's Dealing 2011

Jan 20, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2011-01-18

Reporting Person: CARBONE RICHARD J (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-18	Common Stock	M	5302.0000	$0.0000	Acquired	88111.0000	Direct
2011-01-18	Common Stock	F	2206.0000	$61.9300	Disposed	85905.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-18	1/18/08 Restricted Stock Units	$80.0000	M	5302.0000	Disposed	2018-01-18	Common Stock (5302.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	955.0000	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: Amount reported has been adjusted to include 99 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2009 and December 31, 2010 based on a plan statement dated December 31, 2010. The acquisition of such shares was exempt from Section 16 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.