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: UNRUH JAMES A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-11	Common Stock	M	1321.0000	$0.0000	Acquired	4082.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-11	Notional Shares - Mandatory	$0.0000	M	1170.0000	Disposed		Common Stock (1170.0000)	Direct
2011-02-11	Notional Shares - Optional	$0.0000	M	151.0000	Disposed		Common Stock (151.0000)	Direct

Footnotes

F1: Mandatory nondiscretionary transaction executed pursuant to the issuer's deferred compensation plan for non-employee directors and Section 409A of the Internal Revenue Code.

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.