Ownership Submission
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, 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 *
  Axel Robert
 2. Date of Event Requiring Statement (Month/Day/Year)
03/12/2014		 3. Issuer Name and Ticker or Trading Symbol
PRUDENTIAL FINANCIAL INC [PRU]
(Last)
(First)
(Middle)
751 BROAD STREET, 4TH FLOOR, ATTN. CORPORATE COMPLIANCE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP and Controller
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEWARK, NJ 07102		 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 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 3
D
 
Common Stock 717
I
By 401(k)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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
2/13/07 Employee Stock Option (Right to Buy)   (1) 02/13/2017 Common Stock 1,474 $ 91.73 D  
2/14/06 Employee Stock Option (Right to Buy)   (2) 02/14/2016 Common Stock 996 $ 76.15 D  
2012 Employee Stock Option (Right to Buy)   (3) 02/14/2022 Common Stock 1,316 $ 59.41 D  
2012 Restricted Stock Units   (4)   (4) Common Stock 1,629 $ 0 D  
2013 Employee Stock Option (Right to Buy)   (5) 02/12/2023 Common Stock 3,102 $ 57 D  
2013 Restricted Stock Units   (6)   (6) Common Stock 1,670 $ 0 D  
2014 Employee Stock Option (Right to Buy)   (7) 02/11/2024 Common Stock 1,386 $ 84.53 D  
2014 Performance Shares   (8)   (8) Common Stock 363 $ 0 D  
2014 Restricted Stock Units   (9)   (9) Common Stock 1,087 $ 0 D  
3/11/2014 Employee Stock Option (right to buy)   (10) 03/11/2024 Common Stock 1,505 $ 87.45 D  
3/11/2014 Performance Shares   (8)   (8) Common Stock 591 $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Axel Robert
751 BROAD STREET, 4TH FLOOR
ATTN. CORPORATE COMPLIANCE
NEWARK, NJ 07102		       SVP and Controller  

Signatures

/s/John M. Cafiero, attorney-in-fact 03/21/2014
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The option vested in three equal annual installments beginning on February 13, 2008.
(2) The option vested in three equal annual installments beginning on February 14, 2007.
(3) The options vest in three equal annual installments beginning on February 14, 2013.
(4) The Restricted Stock Units will vest on February 14, 2015.
(5) The options vest in three equal annual installments beginning on February 12, 2014.
(6) The Restricted Stock Units will vest on February 12, 2016.
(7) The options vest in three equal annual installments beginning on February 11, 2015.
(8) Represents the target number of shares to be received relative to the Company's average ROE goals for the 2014 through 2016 performance period. The actual number of shares to be received will be determined by the Compensation Committee in February 2017.
(9) The Restricted Stock Units will vest on February 11, 2017.
(10) The options vest in three equal annual installments beginning on March 11, 2015.

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