PRUDENTIAL FINANCIAL INC — Director's Dealing 2012

Jan 20, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2012-01-18

Reporting Person: STRANGFELD JOHN R JR (Director, Chief Executive Officer, Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-18	Common Stock	M	12726.0000	$0.0000	Acquired	253129.0000	Direct
2012-01-18	Common Stock	F	3851.0000	$56.1200	Disposed	249278.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-18	1/18/08 Restricted Stock Units	$80.0000	M	12726.0000	Disposed	2018-01-18	Common Stock (12726.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1267.0000	Indirect
Common Stock	565.0000	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 99 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan 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: Amount reported has been adjusted to include 26 shares of Issuer common stock acquired by the spouse of the reporting person under The Prudential Employee Savings Plan 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).

F5: The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission the reporting person is the beneficial owner of such securities for the purposes of Section 16 or for any other purpose.

F6: The number of Restricted Stock Units awarded to the Reporting Person was determined by dividing 60 percent of the total compensation value being awarded by the average closing price of the Issuer's Common Stock on the New York Stock Exchange for the final 20-day trading period in December 2007, or $94.29.

F7: The restricted stock units vest with 50% after 2 years on 1/18/2010, 25% after year 3 on 1/18/2011, and 25% after year 4 on 1/18/2012.