PRUDENTIAL FINANCIAL INC — Director's Dealing 2012

Feb 14, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2012-02-10

Reporting Person: Sayre Peter B (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-10	Common Stock	M	8799.0000	$0.0000	Acquired	19110.0000	Direct
2012-02-10	Common Stock	F	2682.0000	$59.0000	Disposed	16428.0000	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	8799.0000	Disposed		Common Stock (8799.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	181.0000	Indirect
Common Stock	66.0000	Indirect

Footnotes

F1: Represents the vesting of previously awarded restricted stock units.

F2: Represents shares withheld for the payment of taxes when restricted shares vested.

F3: Amount reported has been adjusted to include 86 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan between December 31, 2010 and December 31, 2011 based on a plan statement dated December 31, 2011. The acquisition of such shares was exempt from Section 16 pursuant to Rules 16b-3(c) and 16a-3(f)(1)(i)(B).

F4: The Restricted Stock Units convert to common stock on a 1 to 1 basis.

F5: The Restricted Stock Units will vest on February 10, 2012.