PRUDENTIAL FINANCIAL INC — Director's Dealing 2012

Feb 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2012-02-09

Reporting Person: GRIER MARK B (Director, Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-09	Common Stock	F	9528.0000	$59.8500	Disposed	114874.0000	Direct
2012-02-10	Common Stock	M	110092.0000	$0.0000	Acquired	224966.0000	Direct
2012-02-10	Common Stock	F	43981.0000	$59.0000	Disposed	180985.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-10	2/10/09 Restricted Stock Units	$0.0000	M	110092.0000	Disposed		Common Stock (110092.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	19803.0000	Indirect

Footnotes

F1: Represents shares withheld for the payment of taxes when restricted shares vested.

F2: Represents the vesting of previously awarded restricted stock units.

F3: The Restricted Stock Units convert to common stock on a 1 to 1 basis.

F4: The Restricted Stock Units will vest on February 10, 2012.