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PRUDENTIAL FINANCIAL INC Director's Dealing 2011

Jan 20, 2011

30092_dirs_2011-01-20_a1694329-c94e-43fb-ba33-93a9acedcbd8.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Baird Edward P (Executive Vice President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-01-18 Common Stock M 3977.0000 $0.0000 Acquired 33061.0000 Direct
2011-01-18 Common Stock F 1249.0000 $61.9300 Disposed 31812.0000 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 3977.0000 Disposed 2018-01-18 Common Stock (3977.0000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 1283.0000 Indirect
Common Stock 110.0000 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 104 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 reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, 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.

F5: 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.

F6: The restricted stock units vest with 50% after 2 years on 1/18/2010, 25% after year 3 on 1/18/2011, and 25% after year 4 on 1/18/2012.