PRUDENTIAL FINANCIAL INC — Director's Dealing 2011

Feb 15, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2011-02-11

Reporting Person: HANSON JON F (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-11	Common Stock	M	6363.0000	$0.0000	Acquired	26467.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-11	Notional Shares - Mandatory	$0.0000	M	1207.0000	Disposed		Common Stock (1207.0000)	Direct
2011-02-11	Notional Shares - Optional	$0.0000	M	5156.0000	Disposed		Common Stock (5156.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5000.0000	Indirect

Footnotes

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

F2: 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.

F3: Notional Shares convert to common stock on a 1 to 1 basis.

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

F5: Notional shares are deemed immediately exercisable and are payable in cash and/or common stock on a date following termination of service on the Board of Directors.