Sec Form 4 Filing - RYAN ARTHUR F @ PRUDENTIAL FINANCIAL INC - 2008-02-12

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person RYAN ARTHUR F 2. Issuer Name and Ticker or Trading Symbol PRUDENTIAL FINANCIAL INC [ (PRU)] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman (Last) (First) (Middle) C/O PRUDENTIAL FINANCIAL, INC., 751 BROAD STREET, 4TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/12/2008 (Street) NEWARK, NJ071023777 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/12/2008 A 111,816 ( 1 ) A $ 0 308,587 D Common Stock 02/12/2008 F 43,221 ( 2 ) D $ 69.03 265,366 D Common Stock 462 ( 3 ) I By 401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (right to buy) $ 69.03 02/12/2008 A 247,609 ( 4 ) 06/01/2013 Common Stock 247,609 $ 0 247,609 D Performance Shares ( 5 ) 02/12/2008 A 32,026 ( 6 ) ( 7 ) ( 7 ) Common Stock 32,026 $ 0 32,026 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RYAN ARTHUR F C/O PRUDENTIAL FINANCIAL, INC. 751 BROAD STREET, 4TH FLOOR NEWARK, NJ071023777 X Chairman Signatures By: /s/ Kathleen M. Gibson, Attorney-in-fact 02/14/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares awarded by the Compensation Committee upon attainment of an average Return On Equity (ROE) of at least 13% and Compounded Annual Growth Rate (CAGR) in Earnings Per Share (EPS) of at least 12% over the 2005 through 2007 performance period based on after-tax adjusted operating income of the financial services businesses. ( 2 )Represents shares withheld for the payment of taxes. ( 3 )Beneficial ownership includes shares acquired under The Prudential Employee Savings Plan which are exempt transactions pursuant to Rules 16b-3(c) and 16a-3(f)(1)(i)(B). ( 4 )The option vests in three equal annual installments beginning on February 12, 2009. ( 5 )The Performance Shares convert to common stock on a 1 to 1 basis. ( 6 )Represents pro rata share amount due to Mr. Ryan's retirement in May 2008. ( 7 )Represents the target number of shares to be received upon attainment of an average Return On Equity (ROE) of 16% and Compounded Annual Growth Rate (CAGR) in Earnings Per Share (EPS) of 13% over the 2008 through 2010 performance period. Both the ROE and EPS targets are based on after-tax adjusted operating income for the financial services businesses, normalized for significant one-time benefits or charges that do not accurately reflect the operating performance of the Company's businesses in the judgment of the Compensation Committee. Attainment of 17% average ROE and EPS growth of 16% would result in an award of 150% of target. No award would be earned if average ROE is 11% or less and EPS growth is 6% or less. The actual number of shares to be received will be determined by the Compensation Committee in February 2011.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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