Item 8.01 Other Events.

On June 8, 2009, Prudential Financial, Inc. (the "Company") issued a press release announcing that it completed the issuance and sale of 36,858,975 shares of its common stock, par value $0.01 per share (which number includes the exercise in full of the underwriters' option to purchase up to an additional 4,807,692 shares of common stock), in a public offering at a price of $39.00 per share (the "Common Stock Offering"). The press release also announced that the Company completed the issuance and sale of $250 million aggregate principal amount of 6.20% Medium-Term Notes, Series D, Due January 15, 2015 and $750 million aggregate principal amount of 7.375% Medium-Term Notes, Series D, Due June 15, 2019. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In connection with the Common Stock Offering, the Company entered into an Underwriting Agreement, dated June 2, 2009, with Citigroup Global Markets Inc. and Goldman, Sachs & Co., as representatives for several underwriters named therein. A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
No. Description

1.1 Underwriting Agreement, dated June 2, 2009, among Prudential Financial, Inc. and Citigroup Global Markets Inc. and Goldman, Sachs & Co., as representatives for several underwriters named therein.

99.1 News release, dated June 8, 2009, of Prudential Financial, Inc. announcing the completion of the Common Stock Offering and the sale of Medium-Term Notes.

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