SC 13D/A: General Statement of Acquisition of Beneficial Ownership

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 1
TO
SCHEDULE 13D
(RULE 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(A) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(A)

BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.
(NAME OF ISSUER)

COMMON STOCK
$0.00001 PAR VALUE
(TITLE OF CLASS OF SECURITIES)

099469108
(CUSIP NUMBER)

JACK L. PFEILSTICKER
VICE PRESIDENT AND CORPORATE COUNSEL
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
GATEWAY CENTER FOUR
7TH FLOOR
100 MULBERRY STREET
NEWARK, NEW JERSEY 07102-4069
(973) 802-9200
(NAME, ADDRESS AND TELEPHONE NUMBER OF
PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS)

MARCH 27, 2003
(DATE OF EVENT WHICH REQUIRES FILING OF
THIS STATEMENT)

IF THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G
TO REPORT THE ACQUISITION WHICH IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS
FILING THIS STATEMENT BECAUSE OF RULE 13d-1(E), 13d-1(F) OR 13d-1(G), CHECK THE
FOLLOWING BOX [ ].


- ----------------------------------------- ------------------------------------
CUSIP NO. 099469108 13D Page 2
- ----------------------------------------- ------------------------------------

- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON PRUDENTIAL FINANCIAL, INC.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. S0URCE OF
FUNDS: N/A
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
- --------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED BY EACH 13,995,685
REPORTING PERSON WITH
-----------------------------------
8. SHARED VOTING POWER
0

-----------------------------------
9. SOLE DISPOSITIVE POWER
13,995,685

-----------------------------------
10. SHARED DISPOSITIVE POWER
0

- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,995,685
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.43%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
HC
- --------------------------------------------------------------------------------

SEE INSTRUCTIONS BEFORE FILING OUT !




This Amendment No. 1 to Schedule 13D amends the Schedule 13D filed by
The Prudential Insurance Company of America, a New Jersey corporation
("Prudential"), with the Commission on July 16, 2001 (the "Schedule 13D").
Unless otherwise set forth herein, the information set forth in the Schedule 13D
remains unchanged. Unless otherwise defined herein, all capitalized terms used
herein shall have the meanings previously ascribed to them in the previous
filing of the Schedule 13D.

Item 1. Security and Issuer.
--------------------

Item 1 of the Schedule 13D is amended and restated to read in its
entirety as follows:

The equity securities to which this statement on Schedule 13D relates
are shares of common stock, par value $0.00001 per share ("Common Stock") of
Boots & Coots International Well Control, Inc. (the "Company"), a Delaware
corporation, with its principal executive offices located at 11615 North Houston
Rosslyn Road, Houston, Houston, Texas 77056.

Item 2. Identity and Background.
------------------------

Item 2 of the Schedule 13D is amended and restated to read in its
entirety as follows:

This statement is filed by Prudential Financial, Inc., a New Jersey
corporation ("Prudential Financial") on behalf of Prudential. Prudential is an
indirect, wholly owned subsidiary of Prudential Financial. In December 2001,
Prudential converted from a mutual life insurance company owned by its
policyholders to a stock life insurance company, and became an indirect, wholly
owned subsidiary of Prudential Financial. The securities which are the subject
of this Schedule 13D are held directly by Prudential. The address of Prudential
Financial is 751 Broad Street, Newark, New Jersey 07102-3777.

The executive officers of Prudential Financial are listed below
opposite their respective titles. The principal business address for each
executive officer is 751 Broad Street, Newark, New Jersey 07102-3777. Each
executive officer is a citizen of the United States of America.

EXECUTIVE OFFICERS OF PRUDENTIAL FINANCIAL

Arthur F. Ryan Chairman, Chief Executive Officer and President

Vivian L. Banta Vice Chairman

Mark B. Grier Vice Chairman

Rodger A. Lawson Vice Chairman

John R. Strangfeld, Jr. Vice Chairman

Robert C. Golden Executive Vice President

James C. Spackman Executive Vice President

Richard J. Carbone Senior Vice President and Chief Financial Officer

Thomas J. Carroll Senior Vice President and Chief Auditor






3
C. Edward Chaplin Senior Vice President and Treasurer

Eric R. Durant Senior Vice President, Investor Relations

William D. Friel Senior Vice President and Chief Information
Officer
George C. Hanley Senior Vice President, Compliance, and Risk
Management

Ronald P. Joelson Senior Vice President, Asset/Liability, and Risk
Management

John M. Liftin Senior Vice President and General Counsel

Anthony Piszel Senior Vice President and Controller

Sharon C. Taylor Senior Vice President, Corporate Human Resources

Kathleen M. Gibson Vice President and Secretary

Schedule I attached hereto and incorporated herein sets forth with
respect to each director of Prudential Financial his or her name, address,
citizenship and present principal occupation or employment.

During the last five years, neither Prudential Financial, nor to the
best of its knowledge, any of its executive officers or directors (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); or (ii) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------

The information set forth in Item 3 of the Schedule 13D remains
unchanged.

Item 4. Purpose of Transaction.
-----------------------

Item 4 of the Schedule 13D is amended to add the following after the
ninth paragraph thereof:

On March 27, 2003 (the "Series G Conversion Date"), Prudential
notified the Company of its intent to immediately convert an aggregate of 83,231
shares of Series G Stock (the "Series G Conversion Shares") into shares of
Common Stock. On the Series G Conversion Date, Prudential beneficially held an
aggregate of 97,240 shares of Series G Stock. The Series G Conversion Shares
converted into an aggregate of 12,062,462 shares of Common Stock (the "Series G
Conversion Common Stock"), based on the conversion price of $0.69 per share,
which was adjusted from the original conversion price of $1.19 on July 1, 2002
pursuant to the terms of the Series G Stock.

On March 27, 2003 and March 28, 2003, Prudential sold the Series G
Conversion Common Stock in market transactions pursuant to the provisions of





4
Rule 144 promulgated by the Commission under the Securities Act of 1933, as
amended, for aggregate gross proceeds of $9,617,307.98.

Prudential continues to beneficially hold 11,965,396 shares of Common
Stock issuable upon exercise of the Warrants and 2,030,289 shares of Common
Stock issuable upon conversion of its remaining shares of Series G Stock.
Prudential continues to evaluate the possible disposition of its interest in the
Company.

Except as set forth above, Prudential has no present plans or
proposals that relate to or would result in any of the actions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D. Except as set forth
above, the information set forth in Item 4 of the Schedule 13D remains
unchanged.

Item 5. Interest in Securities of the Issuer.
--------------------------------------

Items 5(a), (b) and (c) of the Schedule 13D are amended and restated
to read in their entirety as follows:

(a) The responses of Prudential Financial to Rows (11) through (13)
of the cover pages of this statement on Schedule 13D are incorporated herein by
reference. As of April 1, 2003, Prudential Financial, through its wholly owned
subsidiary, Prudential, beneficially owned an aggregate of 13,995,685 shares of
Common Stock, representing 16.43% of the outstanding shares of Common Stock. The
outstanding shares of Common Stock, 85,183,412, are based on (i) the number of
shares outstanding as of March 28, 2002, as reported in the Company's Annual
Report on Form 10-K for the year ended December 31, 2002, plus (ii) an aggregate
of 13,995,685 remaining shares of Common Stock that Prudential Financial has the
right to acquire upon the exercise of the Warrants and conversion of its
remaining Series G Stock.

Except as disclosed in this Item 5(a), neither Prudential Financial,
nor, to the best of its knowledge, any of its directors or executive officers
beneficially owns any shares of Common Stock.

(b) The responses of Prudential Financial to (i) Rows (7) through
(10) of the cover page of this statement on Schedule 13D/A and (ii) Item 5(a)
hereof are incorporated herein by reference.

(c) Except as disclosed in Item 4 hereof, neither Prudential
Financial, nor, to the best of its knowledge, any of its directors or executive
officers, has effected any transaction in Common Stock during the past 60 days.

(d) Not applicable.

(e) Not applicable.




5
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
------------------------------------------------------------------------
Securities of the Issuer.
-------------------------

The information set forth in Item 6 of the Schedule 13D remains
unchanged.

Item 7. Material to be Filed as Exhibits.
---------------------------------

Not applicable.








6
SIGNATURES

After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.

Date: April 1, 2003

PRUDENTIAL FINANCIAL, INC.

By: /s/ Frank Adamo
-------------------------------
Name: Frank Adamo
Title: Second Vice President








7
SCHEDULE I TO SCHEDULE 13D
--------------------------

DIRECTORS OF PRUDENTIAL FINANCIAL, INC.

The address for each director is c/o Corporate Secretary, Prudential Financial,
Inc., 751 Broad Street, Newark, New Jersey 07102-3777. Each director is a
citizen of the United States of America, except for Mr. Thomson, who is a
citizen of Canada.