Sec Form 4 Filing - Winograd Bernard @ PRUDENTIAL FINANCIAL INC - 2011-02-08

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 Winograd Bernard 2. Issuer Name and Ticker or Trading Symbol PRUDENTIAL FINANCIAL INC [ PRU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) 751 BROAD STREET, 4TH FLOOR, ATTN. CORPORATE COMPLIANCE 3. Date of Earliest Transaction (MM/DD/YY) 02/08/2011 (Street) NEWARK, NJ07102 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 02/08/2011 M 5,053 ( 1 ) A $ 0 52,276 D Common Stock 02/08/2011 F 2,550 ( 2 ) D $ 64.01 49,726 D Common Stock 1,583 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 2008 Performance Shares $ 0 ( 1 ) 02/08/2011 M 17,469 ( 1 ) ( 1 ) Common Stock 17,469 $ 0 0 D 2011 Employee Stock Option (right to buy) $ 64.01 02/08/2011 A 74,667 ( 3 ) 02/08/2021 Common Stock 74,667 $ 0 74,667 D 2011 Performance Shares ( 4 ) $ 0 ( 5 ) 02/08/2011 A 11,435 ( 6 ) ( 6 ) Common Stock 11,435 $ 0 11,435 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Winograd Bernard 751 BROAD STREET, 4TH FLOOR ATTN. CORPORATE COMPLIANCE NEWARK, NJ07102 Executive Vice President Signatures /s/Brian J. Morris, Attorney-in-fact 02/10/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Compensation Committee awarded these shares, the grant of which was made on February 12, 2008, and originally reported on a Form 4 filed with the SEC on February 14, 2008, based upon performance relative to the goals of an average Return On Equity (ROE) and Compounded Annual Growth Rate (CAGR) in Earnings Per Share (EPS) over the 2008 through 2010 performance period. ( 2 )Represents shares withheld for the payment of taxes. ( 3 )The options vest in three equal annual installments beginning on February 8, 2012. ( 4 )Mr. Winograd has announced his retirement and is expected to leave the Company during the second quarter of 2011. Upon his retirement, the 2011 grant of performance shares reported herein is subject to proration in accordance with the terms of the plan pursuant to which such grant was made. ( 5 )The performance shares convert to common stock on a 1 to 1 basis. ( 6 )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.

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