Sec Form 4 Filing - LIFTIN JOHN M @ PRUDENTIAL FINANCIAL INC - 2005-02-08

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person LIFTIN JOHN M 2. Issuer Name and Ticker or Trading Symbol PRUDENTIAL FINANCIAL INC [ (PRU)] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP & General Counsel (Last) (First) (Middle) C/O PRUDENTIAL FINANCIAL, INC., 751 BROAD STREET, 4TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/08/2005 (Street) NEWARK, NJ071023777 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (right to buy) $ 55.75 02/08/2005 A 22,359 ( 1 ) 02/08/2015 Common Stock 22,359 $ 0 22,359 D Performance Shares $ 0 ( 2 ) 02/08/2005 A 7,455 ( 3 ) ( 3 ) ( 3 ) Common Stock 7,455 $ 0 7,455 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LIFTIN JOHN M C/O PRUDENTIAL FINANCIAL, INC. 751 BROAD STREET, 4TH FLOOR NEWARK, NJ071023777 SVP & General Counsel Signatures By: /s/ Kathleen M. Gibson, Attorney-in-fact 02/10/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option vests in three equal annual installments beginning on February 8, 2006. ( 2 )The Performance Shares convert to common stock on a 1 to 1 basis. ( 3 )Represents the target number of shares to be received upon attainment of an average Return On Equity (ROE) of 12% and Compounded Annual Growth Rate (CAGR) in Earnings Per Share (EPS) of 10% over the 2005 through 2007 performance period. Both the ROE and EPS targets are based on after-tax adjusted operating income for the financial services businesses, normalized for significant one-time benefits or charges that do not accurately reflect the operating performance of the Company's businesses in the judgment of the Compensation Committee. Attainment of 13% average ROE and EPS growth of 12% would result in an award of 150% of target while average ROE of 10% or less and EPS growth of 8% or less would result in an award of 50% of target. The actual number of shares to be received will be determined by the Compensation Committee in February 2008.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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