Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Blount Susan L
   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)
EVP & General Counsel
(Last)
(First)
(Middle)
751 BROAD STREET, 4TH FLOOR, ATTN. CORPORATE COMPLIANCE		 3. Date of Earliest Transaction (Month/Day/Year)
03/07/2014
(Street)

NEWARK, NJ 07102		 4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 03/07/2014   M   15,918 A $ 88 47,073 D  
Common Stock 03/07/2014   M   29,867 A $ 88 76,940 D  
Common Stock 03/07/2014   M   22,510 A $ 88 99,450 D  
Common Stock 03/07/2014   S(1)   68,047 D $ 88 31,403 (2) D  
Common Stock               1,434 I By 401(k)

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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)		 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
2/14/06 Employee Stock Option (Right to Buy) $ 76.15 03/07/2014   M     15,918   (3) 02/14/2016 Common Stock 15,918 $ 0 0 D  
2/12/08 Employee Stock Option (Right to Buy) $ 69.03 03/07/2014   M     22,510   (4) 02/12/2018 Common Stock 22,510 $ 0 0 D  
2011 Employee Stock Option (Right to Buy) $ 64.01 03/07/2014   M     29,867   (5) 02/08/2021 Common Stock 29,867 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Blount Susan L
751 BROAD STREET, 4TH FLOOR
ATTN. CORPORATE COMPLIANCE
NEWARK, NJ 07102		       EVP & General Counsel  

Signatures

 /s/Brian J. Morris, attorney-in-fact   03/11/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 13, 2013.
(2) Following the transactions reported on this Form 4, Ms. Blount continues to hold 31,403 shares directly and 1,434 shares indirectly in a 401(k) account. Ms. Blount also holds an additional 65,783 vested stock options, 75,319 unvested stock options, and 21,601 target performance shares (the exact number awarded being dependent on achievement of performance goals).
(3) The option vests in three equal annual installments beginning on February 14, 2007.
(4) The option vests in three equal annual installments beginning on February 12, 2009.
(5) The options vest in three equal annual installments beginning on February 8, 2012.

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