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: KRAPEK KARL 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 one share of PRU common stock or the economic equivalent thereof. The restricted stock units become payable, in PRU common stock or in cash, at the election of the reporting person at February 2014 unless the reporting person elects to further defer the distribution pursuant to the terms of the Prudential Financial, Inc. 2011 Deferred Compensation Plan for Non-Employee Directors.

F2: The restricted stock units vest in one year on May 10, 2012 and were deferred under the Prudential Financial, Inc. 2011 Deferred Compensation Plan for Non-Employee Directors.