8-K

                       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): November 25, 2002

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

   New Jersey                    001-16707                  22-3703799
(State or other jurisdiction  (Commission File           (I.R.S. Employer
  of incorporation)                Number)               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)



Item 9.  Regulation FD Disclosure.

         On November 25, 2002, Prudential-Bache International, a subsidiary of
Prudential Financial, Inc., a New Jersey Corporation, issued a statement. The
Company is furnishing a copy of this statement as Exhibit 99.0 hereto.

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                                   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: November 25, 2002         Prudential Financial, Inc.

                                By: /s/  Anthony S. Piszel

                                -----------------------------------------------
                                Name: Anthony S. Piszel
                                Title: Controller (Principal Accounting Officer)

                                       -3-



                                  Exhibit Index

Exhibit
No.                             Description

- --------------------------------------------------------------------------------
99.0   Statement by Prudential-Bache International, a subsidiary of Prudential
       Financial, Inc., dated November 25,2002.



                                       -4-

EX-99.0

                                                                    EXHIBIT 99.0


                   Statement by Prudential-Bache International
                                November 25, 2002

         In response to global economic conditions and building upon Prudential
Financial, Inc.'s (PRU:NYSE) reorganization this summer, the company is shifting
the strategy and structure of Prudential-Bache International, which is the
international wealth management arm of Prudential Financial.

         We believe it is very important for Prudential-Bache to focus, more
than ever before, on the development of its private banking and private asset
management capabilities. We believe these businesses are the key to effectively
gathering more international assets under management, building Prudential's
fee-based business worldwide, and ultimately contributing to the growth and
protection of our private clients' wealth.

         In order to achieve the focus required to implement this strategy
successfully, we recognize the need to reorganize most of Prudential-Bache's
current operations and move this business away from the traditional U.S. retail
stockbroking model. To begin this process, we have decided to fully integrate
the European and Asian Private Client business of Prudential-Bache into the
International Insurance and Investments division. This move is effective
immediately.

     Prudential has also formed a new Global Equity Group for its Financial
Advisory segment. This new group combines Prudential's U.S. equity research, as
well as institutional sales and trading in U.S. equities, in North America, Asia
and now Europe. Prudential-Bache's European Institutional Equity Sales
throughout Europe will be fully integrated into this new group. Prudential's
U.S. equity research and execution services will continue to be made available
to all of our international operations.

         The Latin American branches of Prudential-Bache will now be managed
together with the U.S. branches of the Private Client Group in the Investment
division's Financial Advisory segment. The Latin American branches focus on U.S.
dollar denominated products, and they operate generally in the same time zone as
the U.S.

         To build scale in the private client business in Europe, we believe it
is important to redirect all of our resources to those businesses we intend to
grow. Therefore, it is our intention to exit from certain businesses and close
or sell selected offices in Europe.

                                     (more)



Page 2

         Broadly speaking, our intention is to discontinue our traditional
transactional U.S. stockbroking activities to retail clients in Europe. We also
intend to discontinue certain other activities carried out in our European
retail branches, such as institutional fixed income and futures. In addition, we
intend to exit Dryden Capital Management and PBIB London.

         Following this reorganization, Prudential-Bache's primary businesses in
Europe will focus on our asset management services, including Prudential-Bache
Limited, formerly Matheson (UK) and private banking business through Prumerica
Private Bank (Switzerland). We expect to grow these businesses both organically
and by making further acquisitions in targeted countries.

         The Asian branches will continue to operate their affluent wealth
management business and will be integrated more closely with the reorganized
European operations.

         Prudential expects growth in Prudential-Bache and our other
international investments businesses. The changes will better position us to
compete in global markets and create a solid base from which to grow these
businesses worldwide. Most importantly, our new strategy and structure will
allow us to help even more individuals and institutions in the future to
effectively grow and protect their wealth.

         This statement contains "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements are not based on historical information and relate to future
operations, strategies, financial results and other developments. Although the
company believes that these statements are reasonable, it can give no assurance
that they will prove to be correct. Actual future results may differ materially
from those discussed. Additional information regarding factors that could cause
such a difference appears in the section titled "Forward-Looking Statements" of
our Quarterly Report on Form 10-Q for the quarterly period ended September 30,
2002 and in our Annual Report on Form 10-K for the year ended December 31, 2001.

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