SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Lowrey Charles F

(Last)

(First)

(Middle)

751 BROAD STREET, 4TH FLOOR

ATTN. CORPORATE COMPLIANCE

(Street)

NEWARK

07102

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/11/2011

3. Issuer Name and Ticker or Trading Symbol
PRUDENTIAL FINANCIAL INC [ PRU ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	14,606	D
Common Stock	884	I	By 401(k)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1/18/08 Employee Stock Option (right to buy)	⁽¹⁾	01/18/2018	Common Stock	35,795	$80	D
1/18/08 Restricted Stock Units	⁽²⁾	⁽²⁾	Common Stock	3,181	$0.0000	D
2/10/09 Employee Stock Option (right to buy)	⁽³⁾	02/10/2019	Common Stock	68,966	$25.3	D
2/10/09 Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	39,168	$0.0000	D
2/12/08 Employee Stock Option (right to buy)	⁽⁵⁾	02/12/2018	Common Stock	41,644	$69.03	D
2/13/07 Employee Stock Option (right to buy)	⁽⁶⁾	02/13/2017	Common Stock	7,369	$91.73	D
2/14/06 Employee Stock Option (right to buy)	⁽⁷⁾	02/14/2016	Common Stock	7,959	$76.15	D
2/8/05 Employee Stock Option (right to buy)	⁽⁸⁾	02/08/2015	Common Stock	6,988	$55.75	D
2010 Employee Stock Option (right to buy)	⁽⁹⁾	02/09/2020	Common Stock	41,581	$48.36	D
2010 Performance Shares	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	7,655	$0.0000	D
2011 Employee Stock Option (right to buy)	⁽¹¹⁾	02/08/2021	Common Stock	74,667	$64.01	D
2011 Performance Shares	⁽¹²⁾	⁽¹²⁾	Common Stock	11,435	$0.0000	D
6/19/02 Employee Stock Option (right to buy)	⁽¹³⁾	06/19/2012	Common Stock	10,906	$33.95	D

Explanation of Responses:

1. The option vests with 50% after 2 years on 1/18/2010, 25% after year 3 on 1/18/2011, and 25% after year 4 on 1/18/2012.

2. The restricted stock units vest with 50% after 2 years on 1/18/2010, 25% after year 3 on 1/18/2011, and 25% after year 4 on 1/18/2012.

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

4. The Restricted Stock Units will vest on February 10, 2012.

5. The option vested in three equal annual installments beginning on February 12, 2009.

6. The option vested in three equal annual installments beginning on February 13, 2008.

7. The option vested in three equal annual installments beginning on February 14, 2007.

8. The option vested in three equal annual installments beginning on February 8, 2006.

9. The options vest in three equal annual installments beginning on February 9, 2011.

10. Represents the target number of shares to be received upon attainment of the Company's annual EPS and ROE goals over the 2010 through 2012 performance period. The actual number of shares to be received will be determined by the Compensation Committee in February 2013.

11. The options vest in three equal annual installments beginning on February 8, 2012.

12. Represents the target number of shares to be received upon attainment of the Company's annual EPS and ROE goals over the 2011 through 2013 performance period. The actual number of shares to be received will be determined by the Compensation Committee in February 2014.

13. The option vested in three equal annual installments on June 19, 2003, 2004 and 2005.

Remarks:

lowreypoa2-11.txt

	/s/Brian J. Morris, Attorney-in-fact	02/22/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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