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: TAYLOR SHARON C (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-21	Common Stock	M	22936.0000	$29.9000	Acquired	61339.0000	Direct
2012-02-21	Common Stock	S	19512.0000	$61.3200	Disposed	41827.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-21	2/11/03 Employee Stock Option (right to buy)	$29.9000	M	22936.0000	Disposed	2013-02-11	Common Stock (22936.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1184.0000	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.32 to $61.34, inclusive. The reporting person undertakes to provide to Prudential Financial, Inc., any security holder of Prudential Financial, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.

F2: Following the transactions reported on this Form 4, Ms. Taylor continues to hold 41,827 shares directly and 1,184 shares indirectly in a 401(k) account. Ms. Taylor also holds an additional 129,064 vested stock options, 40,524 unvested stock options, and 8,974 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 11, 2004.