PRUDENTIAL FINANCIAL INC — Director's Dealing 2011

Feb 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: CAPERTON GASTON (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-02	Common Stock	M	53.0000	$63.4000	Acquired	18201.0000	Direct
2011-02-02	Common Stock	D	53.0000	$63.4000	Disposed	18148.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-02	Notional Shares - Optional	$0.0000	M	53.0000	Disposed		Common Stock (53.0000)	Direct

Footnotes

F1: Mandatory 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 deemed immediately exercisable and are payable in cash and/or common stock on a date following termination of service on the Board of Directors.