Pricing Supplement No.4 dated March 31, 2004

Filed pursuant to Rule 424(b)(3)

Registration File Nos. 333-104444,

333-104444-01 and 333-104444-02

 

Pricing Supplement No. 4 dated April 1, 2004

to the Prospectus dated April 25, 2003 and

the Prospectus Supplement dated April 25, 2003.

 

 

 

LOGO

$500,000,000

 

 

PRUDENTIAL FINANCIAL, INC.

 

4.75% MEDIUM-TERM NOTES, SERIES B

DUE APRIL 1, 2014

 

The note being purchased has the following terms:

 

UNDERWRITERS AND

PRINCIPAL AMOUNT:

    Deutsche Bank Securities Inc.    $ 185,000,000
     Lehman Brothers Inc.      185,000,000
     Credit Suisse First Boston LLC      20,000,000
     Goldman, Sachs & Co.      20,000,000
     Merrill, Lynch, Pierce, Fenner & Smith
Incorporated		      20,000,000
     Morgan Stanley & Co. Incorporated      20,000,000
     Blaylock & Partners, L.P.      8,333,334
     Harris Nesbitt Corp.      8,333,334
     Mellon Financial Markets, LLC      8,333,333
     RBC Capital Markets Corporation      8,333,333
     Sandler O’Neill & Partners, L.P.      8,333,333
     The Williams Capital Group, L.P.      8,333,333
         
     TOTAL    $ 500,000,000
         

 

 

 

STATED MATURITY: April 1, 2014

 

SPECIFIED CURRENCY: U.S. Dollars

principal: U.S. Dollars

interest: U.S. Dollars

exchange rate agent: not applicable

 

ORIGINAL ISSUE DATE: April 1, 2004

 

ORIGINAL ISSUE PRICE: 99.685%

 

UNDERWRITERS COMMISSION: 0.625%

 

NET PROCEEDS TO PRUDENTIAL FINANCIAL: 99.060% or $495,300,000

 

ORIGINAL ISSUE DISCOUNT NOTE: Not applicable

 

FORM OF NOTE:

master global form only: Yes

non-global form available:

 

CUSIP No. 74432QAD7

 

REDEMPTION AND REPAYMENT: Not applicable

 

INTEREST RATE IS FIXED: Yes

annual rate: 4.75%

Interest Payment Dates: April 1 and October 1, commencing October 1, 2004

Regular Record Dates: March 15 and September 15

 

DEFEASANCE APPLIES AS FOLLOWS:

full defeasance – i.e., our right to be relieved of all our obligations on the note by placing funds in trust for the investor: Yes covenant defeasance – i.e., our right to be relieved of specified provisions of the note by placing funds in trust for the investor: Yes

 

Certain of the underwriters may make the notes available for distribution on the internet through a third-party system operated by Market Axess Inc., an internet-based communications technology provider. Market Axess Inc. is providing the system for communications between such underwriters and their customers and is not a party to any transactions. Market Axess Inc., a registered broker-dealer, will receive compensation from certain of the underwriters based on transactions that the underwriters conduct through the system. Such underwriters will make the notes available to their customers through the internet distributions on the same terms as distributions made through other channels.

The last paragraph before the “United States Alien Holders” section on page S-33 of the Prospectus Supplement, dated April 25, 2003, to the Prospectus, dated April 25, 2003, is amended to read in its entirety as follows:

 

Capital gain of a noncorporate United States holder, that is realized before January 1, 2009, is generally taxed at a maximum rate of 15% where the property is held more than one year.

 

 

 

Prudential Financial, Inc. estimates that its share of the total offering expenses, excluding underwriting discounts and commissions paid to the underwriters will be approximately $139,000. The underwriters have agreed to pay a portion of the expenses of Prudential Financial, Inc. in connection with the issuance of the notes.

 

 

 

Deutsche Bank Securities                                Lehman Brothers

 

Credit Suisse First Boston LLC

Goldman, Sachs & Co.

Merrill Lynch

Morgan Stanley

Blaylock & Partners, L.P.

Harris Nesbitt

Mellon Financial Markets, LLC

RBC Capital Markets

Sandler O’Neill & Partners, L.P.

The Williams Capital Group, L.P.