PRUDENTIAL FINANCIAL INC — Director's Dealing 2011

Jan 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2010-12-31

Reporting Person: CAPERTON GASTON (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-31	Common Stock	M	17430.0000	$58.5200	Acquired	17680.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-31	Notional Shares - Mandatory	$0.0000	M	14027.0000	Disposed		Common Stock (14027.0000)	Direct
2010-12-31	Notional Shares - Optional	$0.0000	M	3403.0000	Disposed		Common Stock (3403.0000)	Direct
2011-01-01	Notional Shares - Mandatory	$0.0000	A	468.0000	Acquired		Common Stock (468.0000)	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.

F4: Notional shares are payable in common stock on a date following termination of service on the Board of Directors.