PRUDENTIAL FINANCIAL INC — Director's Dealing 2012

May 10, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2012-05-08

Reporting Person: GRAY III WILLIAM H (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-08	Common Stock	M	1918.0000	$0.0000	Acquired	2931.0000	Direct
2012-05-08	Common Stock	D	1918.0000	$52.1900	Disposed	1013.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-08	2011 Restricted Stock Units	$0.0000	M	1918.0000	Disposed		Common Stock (1918.0000)	Direct
2012-05-08	2012 Restricted Stock Units	$0.0000	A	2326.0000	Acquired		Common Stock (2326.0000)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive the economic equivalent of one share of PRU common stock.

F2: Includes an additional 56.2 shares that were inadvertently initially reported as Notional Shares - Mandatory.

F3: The restricted stock units vest the earlier of the annual meeting or in one year on May 10, 2012.

F4: The restricted stock units vest the earlier of the annual meeting or in one year on May 8, 2013.