PRUDENTIAL FINANCIAL INC — Director's Dealing 2013

May 10, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2013-05-08

Reporting Person: BETHUNE GORDON M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-08	Common Stock	M	2416.0000	$0.0000	Acquired	16351.0000	Direct
2013-05-08	Common Stock	D	2416.0000	$65.6800	Disposed	13935.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-05-08	2012 Restricted Stock Units	$0.0000	M	2416.0000	Disposed		Common Stock (2416.0000)	Direct

Footnotes

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

F2: The restricted stock units vest the earlier of the annual meeting or in one year on May 8, 2013.