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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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PRUDENTIAL FINANCIAL, INC.
(Exact name of registrant as specified in its charter)

New Jersey 22-23703799
(State or Other (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation or
Organization)

751 Broad Street
Newark, New Jersey 07102
(973) 802-6000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

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PSI 401(k) PLAN
(Full Title of the Plan)

John M. Liftin, Esq.
Senior Vice President and General Counsel
Prudential Financial, Inc.
751 Broad Street
Newark, New Jersey 07102
(973) 802-6000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

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CALCULATION OF REGISTRATION FEE

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Proposed Proposed
Title of Each Classof Maximum Maximum Amount of
Securities to be Amount to Be Offering price Aggregate Registration
Registered(1) Registered per Share(2) Offering Price(2) Fee
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Common Stock, par value
$0.01 per share....... 10,000,000 $27.50 $275,000,000 $65,725
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
Prudential Employee Savings Plan. Such indeterminate number of additional
shares as may be issuable pursuant to the operation of the recapitalization
provisions of the Plan is hereby also registered. Pursuant to Rule
457(h)(2) of the Securities Act, no separate fee is payable with respect to
the registration of these interests.
(2) Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rules 457(h)(1) and 457(c) under the Securities Act, based upon
the initial public offering price of the Common Stock of the Registrant on
the New York Stock Exchange on December 13, 2001.

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PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

All information required by Part I to be contained in the prospectus is
omitted from this Registration Statement in accordance with Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act").

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference

The following documents previously filed with the Securities and Exchange
Commission (the "Commission") by Prudential Financial, Inc. (the "Company") are
incorporated herein by reference:

(a) The prospectus constituting part of the Company's Registration Statement
on Form S-1 (File No. 333-58524) (the "S-1 Registration Statement") filed with
the Commission on December 13, 2001 pursuant to Rule 424(b)(1) under the
Securities Act.

(b) A description of the Common Stock, par value $0.01 per share (the
"Common Stock"), is contained in the prospectus constituting part of the S-1
Registration Statement filed on December 13, 2001, pursuant to Rule 424(b)(1)
under the Securities Act.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act and all documents filed by the PSI 401(k) Plan (the
"Plan") pursuant to Section 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the respective dates of filing of such documents.

Item 4. Description of Securities.

The Common Stock was registered under Section 12(b) of the Exchange Act
effective as of December 13, 2001.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The New Jersey Business Corporation Act provides that a New Jersey
corporation is required to indemnify a director or officer against his or her
expenses to the extent that such director or officer has been successful on the
merits or otherwise in any proceeding against such director or officer by
reason of his or her being or having been such director or officer. A New
Jersey corporation also has the power to indemnify a director or officer
against his or her expenses and liabilities in connection with any proceeding
involving the director or officer by reason of his or her being or having been
such a director or officer if such a director or officer acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation (or in the case of a proceeding by or in the
right of the corporation, upon an appropriate determination by a court); and
with respect to any criminal proceeding, such director or officer had no
reasonable cause to believe his or her conduct was unlawful. No indemnification
shall be made to or on behalf of a director or officer if a judgment or final
adjudication adverse to the director or officer establishes that his or her
omissions (a) were in breach of his or her duty of loyalty to the corporation
or its shareholders, (b) were not in good faith or involved a knowing violation
of law or (c) resulted in receipt by the director or officer of an improper
personal benefit.

Prudential Financial, Inc.'s certificate of incorporation provides that no
director shall be personally liable to Prudential Financial, Inc. or any of its
shareholders for damages for breach of duty as a director, except for liability
based upon an act or omission (i) in breach of the director's duty of loyalty
to Prudential Financial, Inc. or to its stockholders, (ii) not in good faith or
involving a knowing violation of law, or (iii) resulting in receipt by such
director of an improper personal benefit.

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The by-laws of Prudential Financial, Inc. provide that Prudential Financial,
Inc. shall indemnify the following persons:

(a) any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, arbitrative or investigative (including any appeal
thereon) (other than an action by or in the right of Prudential Financial,
Inc.) by reason of the fact that such person is or was a director, officer, or
employee of Prudential Financial, Inc., or is or was serving at the request of
Prudential Financial, Inc. as a director or officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise, against expenses (including reasonable costs,
disbursements and attorneys' fees), judgments, fines, penalties and amounts
paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed
to the best interests of Prudential Financial, Inc., and, with respect to any
criminal action or proceeding, such person has no reasonable cause to believe
his or her conduct was unlawful; or

(b) any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit (whether civil, criminal,
administrative, arbitrative or investigative) by or in the right of Prudential
Financial, Inc. to procure a judgment in its favor by reason of the fact that
such person is or was a director, officer, or employee of Prudential Financial,
Inc., or is or was serving at the request of Prudential Financial, Inc. as
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against expenses
(including reasonable costs, disbursements and attorneys' fees) judgments,
fines, penalties and amounts paid in settlement actually and reasonably
incurred by such person in connection with the defense or settlement of such
action or suit if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of Prudential
Financial, Inc; provided, however, that no indemnification shall be made in
respect of any claim, issue or matter if a judgment or final adjudication
adverse to such person establishes that his or her acts or omissions (i) were
in breach of his or her duty of loyalty to Prudential Financial, Inc. or its
shareholders, (ii) were not in good faith or involved a knowing violation of
law or (iii) resulted in receipt by such person of an improper personal benefit.

For directors and officers of the level of Senior Vice President or above,
the determination of entitlement to indemnification must be made (i) by a
majority vote of the directors who are not parties to such action, suit or
proceeding, even though less than a quorum, or (ii) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (iii) by the shareholders.

Policies of insurance are maintained by the Registrant with unrelated
insurers under which its directors and officers are insured, within the limits
and subject to the limitations of the policies, against certain expenses in
connection with the defense of, and certain liabilities which might be imposed
as a result of, actions, suits or proceedings to which they are parties by
reason of being or having been such directors or officers.

The Plan, which is filed as Exhibit 4.1 to this Registration Statement,
provides that each individual who has been designated to carry out any
fiduciary duty or administrative responsibility under the Plan shall be
indemnified by the Prudential Securities Incorporated, an indirect,
wholly-owned subsidiary of the Company, against all expenses incurred or paid
by him or her in connection with the defense of any action, suit or proceeding
in any way relating to or arising from the Plan to which he or she may be made
part by reason of his or her being or having been so designated, or by reason
of any action or omission or alleged action or omission by him or her in such
capacity, and against any amounts which may be paid by him or her (other than
to the Company) in reasonable settlement of any such action, suit or
proceeding, where it is in the interest of the Company that such settlement is
made. In cases where such action, suit or proceeding shall proceed to final
adjudication, such indemnification shall not extend to matters as to which it
shall be adjudged that such individual is liable for gross negligence or
willful misconduct in the performance of his or her duties as such. The right
of indemnification under the Plan is not exclusive of any other rights to which
any such individual may now or in the future be entitled to, and inures to the
benefit of such individual's heirs, executors and administrators.

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Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The Exhibits accompanying this Registration Statement are listed on the
accompanying Exhibit Index.

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");

(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement; and

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act and each filing of the Prudential Employee Savings Plan's annual
report pursuant to Section 15(d) of the Exchange Act that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Newark, State of New Jersey, on this 13th day
of December, 2001.

PRUDENTIAL FINANCIAL, INC.

/s/ MARK B. GRIER
By: _________________________________
Name: Mark B. Grier
Title: Executive Vice President

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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 13th day of December, 2001.

Name Title
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ARTHUR F. RYAN* Chairman, Chief Executive Officer, President and Director
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Arthur F. Ryan

RICHARD J. CARBONE* Chief Financial Officer (Principal Financial Officer)
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Richard J. Carbone

ANTHONY S. PISZEL* Controller (Principal Accounting Officer)
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Anthony S. Piszel

FRANKLIN E. AGNEW* Director
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Franklin E. Agnew

FREDERIC K. BECKER* Director
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Frederic K. Becker

GILBERT F. CASELLAS* Director
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Gilbert F. Casellas

JAMES G. CULLEN* Director
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James G. Cullen

CAROLYNE K. DAVIS* Director
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Carolyne K. Davis

ALLAN D. GILMOUR* Director
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Allan D. Gilmour

WILLIAM H. GRAY, III* Director
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William H. Gray, III

JON F. HANSON* Director
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Jon F. Hanson

GLEN H. HINER* Director
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Glen H. Hiner

CONSTANCE J. HORNER* Director
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Constance J. Horner

GAYNOR N. KELLEY* Director
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Gaynor N. Kelley

BURTON G. MALKIEL* Director
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Burton G. Malkiel

II-5

Name Title
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--------------------- Director
Ida F. S. Schmertz

CHARLES R. SITTER* Director
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Charles R. Sitter

DONALD L. STAHELI* Director
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Donald L. Staheli

RICHARD M. THOMSON* Director
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Richard M. Thomson

JAMES A. UNRUH* Director
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James A. Unruh

PINDAROS R. VAGELOS* Director
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Pindaros R. Vagelos

STANLEY C. VAN NESS* Director
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Stanley C. Van Ness

PAUL A. VOLCKER* Director
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Paul A. Volcker

/S/ MARK B. GRIER
By: ___________________________________________________________________________
Mark B. Grier, Attorney-in-fact

The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Retirement Investment Committee administering the PSI 401(k) Plan has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Newark, State of New
Jersey on this 14th day of December, 2001.

PSI 401(k) PLAN

/S/ ROBERT WEINMAN
By: _________________________________

Name: Robert Weinman
Title: Vice President
Member of the Retirement
Investment
Committee

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INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8

Exhibits

4.1 Form of Amended and Restated Certificate of Incorporation of Prudential Financial, Inc. (incorporated
by reference to Exhibit 3.1 to Prudential Financial Inc.'s Registration Statement on Form S-1
(No. 333-58524)).*

4.2 Form of By-laws of Prudential Financial, Inc. (incorporated by reference to Exhibit 3.2 to Prudential
Financial, Inc.'s Registration Statement on Form S-1 (No. 333-58524)).*

5.1 Opinion of Debevoise & Plimpton.

23.1 Consents of PricewaterhouseCoopers LLP.

23.2 Consent of Debevoise & Plimpton (included in Exhibit 5.1).

24.1 Powers of Attorney.

99 Copy of the PSI 401(k) Plan.

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* Previously filed.

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