PRUDENTIAL FINANCIAL INC — Director's Dealing 2013

Feb 12, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2013-02-09

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
2013-02-09	Common Stock	F	9029.0000	$57.6000	Disposed	248296.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1381.0000	Indirect
Common Stock	572.0000	Indirect

Footnotes

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

F2: Amount reported has been adjusted to include 114 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan based on a plan statement dated December 31, 2012. The acquisition of such shares was exempt from Section 16 pursuant to Rules 16b-3(c) and 16a-3(f)(1)(i)(B).

F3: Amount reported has been adjusted to include 7 shares of Issuer common stock acquired by the reporting person under The Prudential Employee Savings Plan based on a plan statement dated December 31, 2012. 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 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.