PRUDENTIAL FINANCIAL INC — Director's Dealing 2013

Feb 20, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PRUDENTIAL FINANCIAL INC (PRU)
CIK: 0001137774
Period of Report: 2013-02-15

Reporting Person: Blount Susan L (SVP & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-15	Common Stock	M	13279.0000	$25.3000	Acquired	47877.0000	Direct
2013-02-15	Common Stock	S	12703.0000	$57.1500	Disposed	35174.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-15	2/10/09 Employee Stock Option (right to buy)	$25.3000	M	13279.0000	Disposed	2019-02-10	Common Stock (13279.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1335.0000	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.14 to $57.15, inclusive. The reporting person undertakes to provide to Prudential Financial, Inc., any security holder of Prudential Financial, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.

F2: Following the transactions reported on this Form 4, Ms. Blount continues to hold 35,174 shares directly and 1,335 shares indirectly in a 401(k) account. Ms. Blount also holds an additional 128,422 vested stock options, 97,921 unvested stock options, and 17,686 target performance shares (the exact number awarded being dependent on achievement of performance goals).

F3: The option vests in three equal annual installments beginning on February 10, 2010.