PRUDENTIAL FINANCIAL INC — Director's Dealing 2011

May 12, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2011-05-10

Reporting Person: HORNER CONSTANCE J (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-10	2011 Restricted Stock Units	$0.0000	A	1861.0000	Acquired		Common Stock (1861.0000)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive the economic equivalent of one share of PRU common stock.

F2: The restricted stock units vest in one year on May 10, 2012.