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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
Lowrey Charles F
   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 (Month/Day/Year)
02/11/2014
(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 02/11/2014   M   14,472 (1) A $ 0 59,443 D  
Common Stock 02/11/2014   F   8,078 (2) D $ 84.53 51,365 D  
Common Stock 02/11/2014   M   6,988 A $ 0 58,353 D  
Common Stock 02/11/2014   M   22,988 A $ 0 81,341 D  
Common Stock 02/11/2014   S(3)   29,976 D $ 83.12 (4) 51,365 (5) D  
Common Stock               0 I By 401(k)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)

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
2011 Performance Shares $ 0 (1) 02/11/2014   M     11,435   (1)   (1) Common Stock 11,435 $ 0 0 D  
2014 Performance Shares $ 0 (6) 02/11/2014   A   15,281     (7)   (7) Common Stock 15,281 $ 0 15,281 D  
2014 Employee Stock Option (Right to Buy) $ 84.53 02/11/2014   A   38,962     (8) 02/11/2024 Common Stock 38,962 $ 0 38,962 D  
2/8/05 Employee Stock Option (Right to Buy) $ 55.75 02/11/2014   M     6,988   (9) 02/08/2015 Common Stock 6,988 $ 0 0 D  
2/10/09 Employee Stock Option (Right to Buy) $ 25.3 02/11/2014   M     22,988   (10) 02/10/2019 Common Stock 22,988 $ 0 45,978 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Lowrey Charles F
751 BROAD STREET, 4TH FLOOR
ATTN. CORPORATE COMPLIANCE
NEWARK, NJ 07102		       Executive Vice President  

Signatures

 /s/Brian J. Morris, attorney-in-fact   02/13/2014
**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 Compensation Committee awarded these shares, the grant of which was made on February 8, 2011, and originally reported on a Form 4 filed with the SEC on February 10, 2011, based upon performance relative to the annual goals for Return On Equity (ROE) and Earnings Per Share (EPS) during the 2011 through 2013 performance period.
(2) Represents shares withheld for the payment of taxes.
(3) The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 11, 2013.
(4) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.63 to $83.38, inclusive. The reporting person undertakes to provide to Prudential Financial, Inc., any security holder of Prudential Financial, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (4) to this Form 4.
(5) Following the transactions reported on this Form 4, Mr. Lowrey continues to hold 51,365 shares directly and 0 shares indirectly in a 401(k) account. Mr. Lowrey also holds an additional 290,081 vested stock options, 239,952 unvested stock options, and 45,416 target performance shares (the exact number awarded being dependent on achievement of performance goals).
(6) The performance shares convert to common stock on a 1 to 1 basis.
(7) 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.
(8) The options vest in three equal annual installments beginning on February 11, 2015.
(9) The option vested in three equal annual installments beginning on February 8, 2006.
(10) The option vests in three equal annual installments beginning on February 10, 2010.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.