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

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 4
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)

AUGUST 8, 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 14,436,484
REPORTING PERSON WITH
-----------------------------------
8. SHARED VOTING POWER
0

-----------------------------------
9. SOLE DISPOSITIVE POWER
14,436,484

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

- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,436,484
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
HC
- --------------------------------------------------------------------------------

SEE INSTRUCTIONS BEFORE FILING OUT !

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This Amendment No. 4 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"), as
amended by Amendment No. 1 to Schedule 13D filed by Prudential Financial, Inc.
("Prudential Financial") with the Commission on April 1, 2003, Amendment No. 2
to Schedule 13D filed by Prudential Financial on July 8, 2003 and Amendment No.
3 to Schedule 13D filed by Prudential Financial on July 22, 2003 ("Amendment No.
3"). 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 filings of the Schedule 13D.

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

The thirteenth paragraph of Item 4 of the Schedule 13D is amended and
restated as follows:

On July 3, 2003, Prudential exercised a warrant to purchase 2,292,798
shares of Common Stock at an exercise price of $0.625 per share (the "July 2003
Warrant Exercise"). The aggregate exercise price was paid by the tender to the
Company of an aggregate of (i) 14,009 shares of Series G Stock, and (ii) 321
shares of Series E Stock, in each case as permitted by the terms of the warrant.

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

On August 8 and 12, 2003, Prudential sold an aggregate of 5,403,200
shares of Common Stock in market transactions pursuant to the provisions of Rule
144 promulgated by the Commission under the Securities Act of 1933, as amended,
for aggregate net proceeds of $1,797,864.25. The price breakdown of the sales on
August 8, 2003 was as follows: 463,400 shares at $0.33; 531,000 shares at $0.34;
1,651,300 shares at $0.35; 371,400 shares at $0.36; 272,700 shares at $0.37;
685,100 shares at $0.38; 350,000 shares at $0.39; 633,900 shares at $0.40;
41,200 shares at $0.41. Prudential sold 403,200 shares on August 12, 2003 at
$0.33 per share.

As of August 12, 2003, Prudential continues to hold 4,597,600 shares
of Common Stock directly and 9,672,598 shares of Common Stock issuable upon
exercise of the Warrants. Prudential also continues to hold 582 shares of Series
E Stock which are convertible into 582 shares of Series F Stock, which are
convertible into 166,286 shares of Common Stock as of August 11, 2003.
Prudential intends to sell 4,597,600 shares within a reasonable period of time,
and Prudential continues to evaluate the possible disposition of the remainder
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.


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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 August 12, 2003, Prudential Financial, through its wholly owned
subsidiary, Prudential, beneficially owned an aggregate of 14,436,484 shares of
Common Stock, representing 12.5% of the outstanding shares of Common Stock,
calculated in accordance with Rule 13d-3 under the Securities Exchange Act of
1934, as amended. The outstanding shares of Common Stock, 115,057,179, are based
on (i) the 83,818,295 shares outstanding as of June 30, 2003, as set forth in a
certificate from American Stock Transfer and Trust Company, the Company's
transfer agent, plus (ii) 15,900,000 shares issued to Prudential Financial
resulting from the Series E Conversion and the July 2003 Warrant Exercise, plus
(iii) 9,672,598 shares that Prudential Financial has the right to acquire upon
the exercise of the Warrants, plus (iv) 166,286 shares that Prudential Financial
has the right to acquire upon the conversion of its remaining shares of Series E
Stock (see Item 4), plus (v) 5,500,000 shares issued to Specialty Finance, as
disclosed in the Company's press release dated July 15, 2003.

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 since the filing of
Amendment No. 3.

(d) Not applicable.

(e) Not applicable.

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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: August 12, 2003

PRUDENTIAL FINANCIAL, INC.


By: /s/ Jack L. Pfeilsticker
-----------------------------
Name: Jack L. Pfeilsticker
Title: Vice President



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