---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

---

 

FORM 8-K

 

---

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 13, 2004

 

---

 

PRUDENTIAL FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

 

---

 

New Jersey		001-16707		22-3703799
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

751 Broad Street

Newark, New Jersey 07102

(Address of principal executive offices and zip code)

 

(973) 802-6000

(Registrant’s telephone number, including area code)

 

---

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

---

---

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

(a)

On December 13, 2004, the registrant entered into a three-year unsecured credit facility (the “Credit Facility”) with JPMorgan Chase Bank, N.A., as administrative agent, and certain banks named therein, as lenders thereunder, in an aggregate amount of up to $750,000,000. The Credit Facility replaces the registrant’s existing 364-day credit facility. The registrant intends to use borrowings under the Credit Facility for the general corporate purposes of the registrant and its subsidiaries (including funding certain guarantee payments of the registrant in connection with the asset-backed commercial paper program of certain subsidiaries of the registrant). The Credit Facility is subject to early termination by the registrant upon satisfaction of customary notice and other requirements. Borrowings under the Credit Facility are subject to acceleration upon the occurrence of customary events of default.

---

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:  December

13, 2004