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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1. Name and Address of Reporting Person * STRANGFELD JOHN R JR   2. Issuer Name and Ticker or Trading Symbol PRUDENTIAL FINANCIAL INC [PRU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) __X__ Other (specify below) Chief Executive Officer / Chairman of the Board (Last) (First) (Middle) 751 BROAD STREET, 4TH FLOOR, ATTN. CORPORATE COMPLIANCE 3. Date of Earliest Transaction (Month/Day/Year) 02/10/2015 (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 02/10/2015   M   46,155 (1) A $ 0 357,491 D   Common Stock 02/10/2015   F   19,103 (2) D $ 78.08 338,388 D   Common Stock               1,559 I By 401(k) Common Stock               579 I By Spouse (3)

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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

2012 Performance Shares

$ 0 (1)

02/10/2015

M

30,770

(1)

(1)

Common Stock

30,770

$ 0

0

D

2015 Performance Shares

$ 0 (4)

02/10/2015

A

31,022

(5)

(5)

Common Stock

31,022

$ 0

31,022

D

2015 Employee Stock Option (Right to Buy)

$ 78.08

02/10/2015

A

85,902

(6)

02/10/2025

Common Stock

85,902

$ 0

85,902

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
STRANGFELD JOHN R JR 751 BROAD STREET, 4TH FLOOR ATTN. CORPORATE COMPLIANCE NEWARK, NJ 07102	X		Chief Executive Officer	Chairman of the Board

Signatures

/s/ Brian J. Morris, attorney-in-fact		02/12/2015
**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 14, 2012, and originally reported on a Form 4 filed with the SEC on February 16, 2012, based upon performance relative to the average Return On Equity (ROE) goals during the 2012 through 2014 performance period.
(2)	Represents shares withheld for the payment of taxes.
(3)	The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission the reporting person is the beneficial owner of such securities for the purposes of Section 16 or for any other purpose.
(4)	The performance shares convert to common stock on a 1 to 1 basis.
(5)	Represents the target number of shares to be received relative to the Company's average ROE goals for the 2015 through 2017 performance period and relative performance against certain life insurance peer companies. The actual number of shares to be received will be determined by the Compensation Committee in February 2018.
(6)	The options vest in three equal annual installments beginning on February 10, 2016.

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