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: CULLEN JAMES (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	4416.0000	Direct
2013-05-08	Common Stock	D	2416.0000	$65.6800	Disposed	2000.0000	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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	33.0000	Indirect

Footnotes

F1: 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.

F2: Each restricted stock unit represents a contingent right to receive the economic equivalent of one share of PRU common stock.

F3: The restricted stock units vest the earlier of the annual meeting or in one year on May 8, 2013.