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^*

Silitch Nicholas C

(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)
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	27	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)
2010 Employee Stock Option (right to buy)	⁽¹⁾	09/15/2020	Common Stock	24,763	$55.56	D
2010 Restricted Stock Units	⁽²⁾	⁽²⁾	Common Stock	1,676	$0.0000	D
2011 Employee Stock Option (right to buy)	⁽³⁾	02/08/2021	Common Stock	5,334	$64.01	D
2011 Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	2,451	$0.0000	D
2012 Employee Stock Option (right to buy)	⁽⁵⁾	02/14/2022	Common Stock	6,579	$59.41	D
2012 Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	2,715	$0.0000	D
5/8/2012 Employee Stock Option (right to buy)	⁽⁷⁾	05/08/2022	Common Stock	2,984	$51.58	D
5/8/2012 Performance Shares	⁽⁸⁾	⁽⁸⁾	Common Stock	411	$0.0000	D

Explanation of Responses:

1. The options vested in three equal annual installments beginning on September 15, 2011.

2. The Restricted Stock Units will vest on September 15, 2013.

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

4. The Restricted Stock Units will vest on February 8, 2014.

5. The options vest in three equal annual installments beginning on February 14, 2013.

6. The Restricted Stock Units will vest on February 14, 2015.

7. The options vest in three equal annual installments beginning on May 8, 2013.

8. 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:

silitchpoa6-12.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.