13F-HR/A: Quarterly report filed by institutional managers, Holdings

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 13F

Form 13F COVER PAGE

Report for the Calendar Year or Quarter Ended: December 31, 2008

Check here if Amendment [x]Yes
Amendment Number: One
This Amendment (choose one): [x]is a restatement.

Institutional Investment Manager Filing this Report:

Name: Prudential Financial, Inc.
Address: 751 Broad Street
Newark, New Jersey 07102-3777

Form 13F File Number: 28-10077

The institutional investment manager filing this report and the person by whom
it is signed hereby represent that the person signing the report is authorized
to submit it, that all information contained herein is true, correct and
complete, and that it is understood that all required items, statements,
schedules, lists, and tables, are considered integral parts of this form.

Person Signing this Report on Behalf of Reporting Manager:

Name: Frank P. Adamo
Title: Second Vice President
Phone: 973-802-5632

Signature, Place, and Date of Signing:
/s/ Frank P. Adamo Newark, New Jersey April 17, 2009

Report Type (Check only one.): 13F Combination Report

List of Other Managers Reporting for this Manager:

13F File Number Name
28-00074 Jennison Associates LLC
28-10630 Mercator Asset Management LP

I am signing this report as required by the Securities Exchange Act of 1934.

FORM 13F SUMMARY PAGE

Report Summary:

Number of Other Included Managers: 4
Form 13F Information Table Entry Total: 2,863
Form 13F Information Table Value Total: $31,104,474,000.00

List of Other Included Managers:

No. 13F File Number Name
3 28-04217 Prudential Investment Management, Inc.
14 28-11173 Quantitative Management Associates
15 28-12141 Prudential Bache Securities, LLC
16 28-13416 Prudential Trust Company