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*
Lambert Richard F
(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)
06/12/2012 		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 5,450 D
Common Stock 4,565 I By 401(k)
Common Stock 72(1) I By Spouse
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) (2) 02/10/2014 Common Stock 2,883 45 D
2/10/09 Employee Stock Option (right to buy) (3) 02/10/2019 Common Stock 2,610 25.3 D
2/12/08 Employee Stock Option (right to buy) (4) 02/12/2018 Common Stock 3,152 69.03 D
2/13/07 Employee Stock Option (right to buy) (5) 02/13/2017 Common Stock 2,912 91.73 D
2/14/06 Employee Stock Option (right to buy) (6) 02/14/2016 Common Stock 1,692 76.15 D
2/8/05 Employee Stock Option (right to buy) (7) 02/08/2015 Common Stock 2,376 55.75 D
2010 Employee Stock Option (right to buy) (8) 02/09/2020 Common Stock 2,911 48.36 D
2010 Restricted Stock Units (9) (9) Common Stock 1,608 0.0000 D
2011 Employee Stock Option (right to buy) (10) 02/08/2021 Common Stock 2,987 64.01 D
2011 Restricted Stock Units (11) (11) Common Stock 1,373 0.0000 D
2012 Employee Stock Option (right to buy) (12) 02/14/2022 Common Stock 3,816 59.41 D
2012 Restricted Stock Units (13) (13) Common Stock 1,575 0.0000 D
5/8/2012 Employee Stock Option (right to buy) (14) 05/08/2022 Common Stock 1,313 51.58 D
5/8/2012 Performance Shares (15) (15) Common Stock 181 0.0000 D
Explanation of Responses:
1. 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.
2. The option vested in three equal annual installments beginning on February 10, 2005.
3. The option vests in three equal annual installments beginning on February 10, 2010.
4. The option vested in three equal annual installments beginning on February 12, 2009.
5. The option vested in three equal annual installments beginning on February 13, 2008.
6. The option vested in three equal annual installments beginning on February 14, 2007.
7. The option vested in three equal annual installments beginning on February 8, 2006.
8. The options vest in three equal annual installments beginning on February 9, 2011.
9. The Restricted Stock Units will vest on February 9, 2013.
10. The options vest in three equal annual installments beginning on February 8, 2012.
11. The Restricted Stock Units will vest on February 8, 2014.
12. The options vest in three equal annual installments beginning on February 14, 2013.
13. The Restricted Stock Units will vest on February 14, 2015.
14. The options vest in three equal annual installments beginning on May 8, 2013.
15. Represents the target number of shares to be received relative to the Company's average ROE goals for the 2012 through 2014 performance period. The actual number of shares to be received will be determined by the Compensation Committee in February 2015.
Remarks:
lambertpoa6-12.txt
/s/John M. Cafiero, Attorney-in-fact 06/20/2012
** 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.