Form: 3

Initial statement of beneficial ownership of securities

Documents

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*
Koster Barbara
(Last) (First) (Middle)
751 BROAD STREET, 4TH FLOOR
ATTN. CORPORATE COMPLIANCE
(Street)
NEWARK NJ 07102
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/10/2011 		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 12,075 D
Common Stock 729 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
2/10/04 Employee Stock Option (right to buy) (1) 02/10/2014 Common Stock 8,736 45 D
2/10/09 Employee Stock Option (right to buy) (2) 02/10/2019 Common Stock 22,368 25.3 D
2/10/09 Restricted Stock Units (3) (3) Common Stock 12,703 0.0000 D
2/11/03 Employee Stock Option (right to buy) (4) 02/11/2013 Common Stock 8,487 29.9 D
2/12/08 Employee Stock Option (right to buy) (5) 02/12/2018 Common Stock 13,506 69.03 D
2/13/07 Employee Stock Option (right to buy) (6) 02/13/2017 Common Stock 7,830 91.73 D
2/14/06 Employee Stock Option (right to buy) (7) 02/14/2016 Common Stock 6,964 76.15 D
2/8/05 Employee Stock Option (right to buy) (8) 02/08/2015 Common Stock 8,385 55.75 D
2010 Employee Stock Option (right to buy) (9) 02/09/2020 Common Stock 13,514 48.36 D
2010 Performance Shares (10) (10) Common Stock 2,488 0.0000 D
2011 Employee Stock Option (right to buy) (11) 02/08/2021 Common Stock 17,067 64.01 D
2011 Performance Shares (12) (12) Common Stock 2,614 0.0000 D
6/19/02 Employee Stock Option (right to buy) (13) 06/19/2012 Common Stock 9,897 33.95 D
Explanation of Responses:
1. The option vested in three equal annual installments beginning on February 10, 2005.
2. The option vests in three equal annual installments beginning on February 10, 2010.
3. The Restricted Stock Units will vest on February 10, 2012.
4. The option vests in three equal annual installments beginning on February 11, 2004.
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:
kosterpoa5-11.txt
/s/Brian J. Morris, Attorney-in-fact 05/19/2011
** 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.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.