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: GRIER MARK B (Director, Vice Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-09	Common Stock	F	9029.0000	$57.6000	Disposed	194234.0000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	20507.0000	Indirect

Footnotes

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

F2: Amount reported has been adjusted to include 704 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).