Item 8.01 Other Events.

On December 6, 2007, Prudential Financial, Inc., a New Jersey corporation (the "Company"), issued a news release announcing the offering of $3.0 billion aggregate principal amount of convertible senior notes due 2037 pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The Company has granted the initial purchaser of the convertible notes an overallotment option to purchase up to an additional $450 million aggregate principal amount of the convertible notes.

The purposes of the offering of the convertible notes are: (i) to fund the operating needs of subsidiaries, (ii) to purchase short-term investment grade fixed income investments and (iii) general corporate purposes. In connection with the offering, the Company anticipates purchasing under its existing share repurchase authorization up to $239 million of its Common Stock. The Company anticipates that substantially all of those repurchases will be from the purchasers of the convertible notes.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

99.0 News release of the Company, dated December 6, 2007, announcing the offering of $3.0 billion aggregate principal amount of convertible senior notes due 2037 pursuant to Rule 144A under the Securities Act.

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