PRUDENTIAL FINANCIAL INC — Director's Dealing 2012

Feb 23, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2012-02-21

Reporting Person: Blount Susan L (SVP & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-21	Common Stock	M	24000.0000	$25.3000	Acquired	55489.0000	Direct
2012-02-21	Common Stock	S	20215.0000	$61.3500	Disposed	35274.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-21	2/10/09 Employee Stock Option (right to buy)	$25.3000	M	24000.0000	Disposed	2019-02-10	Common Stock (24000.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1244.0000	Indirect

Footnotes

F1: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 9, 2011.

F2: Following the transactions reported on this Form 4, Ms. Blount continues to hold 35,274 shares directly and 1,244 shares indirectly in a 401(k) account. Ms. Blount also holds an additional 107,823 vested stock options, 71,798 unvested stock options, and 15,704 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F3: The option vests in three equal annual installments beginning on February 10, 2010.