Item 8.01 Other Events.

On June 2, 2009, Prudential Financial, Inc. (the "Company") issued a news release announcing that it has priced a public offering of 32,051,283 shares of its common stock at $39 per share. The underwriters will have a 30-day option to purchase up to an additional 4,807,692 shares of common stock from the Company. The offering is expected to close, subject to customary conditions, on June 8, 2009.

A copy of the news release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 News release, dated June 2, 2009, of Prudential Financial, Inc. announcing the pricing of a public offering of its common stock.