Edgar Filing: PRUDENTIAL FINANCIAL INC

Pricing Supplement No. 128 Dated 05/22/2006

CALCULATION OF REGISTRATION FEE


Title of Each Class of Securities Offered	Maximum Aggregate Offering Price(1)		Amount of Registration Fee(2)

5.250% Internotes^® Due November 15, 2008	$	2,949,000	$	315.54
6.000% Internotes^® Due May 15, 2014	$	2,621,000	$	280.45
6.400% Internotes^® Due May 15, 2031	$	6,097,000	$	652.38

TOTAL			$	1,248.37


(1)		Excludes accrued interest, if any.
(2)		Pursuant to Rule 457(p) under the Securities Act of 1933, as amended, registration fees were paid with respect to unsold securities that were previously registered pursuant to Registration Statement Nos. 333-123240, 333-123240-01 and 333-123240-02 and were carried forward. Prudential Financial is offsetting the $315.54 registration fee with respect to the $2,949,000 5.250% Internotes^® Due November 15, 2008, the $280.45 registration fee with respect to the $2,621,000 6.000% Internotes^® Due May 15, 2014 and the $652.38 registration fee with respect to the $6,097,000 6.400% Internotes^® Due May 15, 2031 offered by means of this pricing supplement against those registration fees carried forward, and $103,584.40 of the registration fees carried forward remains available for future registration fees. No additional registration fee has been paid with respect to this offering.

Prudential Financial InterNotes^®, Due One Year or More from Date of Issue

Filed under Rule 424(b)(3), Registration Statement(s) No. 333-132469, 333-132469-01 and 333-132469-02

Pricing Supplement Number 128 Dated 05/22/2006

(to Prospectus dated March 16, 2006 and Prospectus Supplement dated March 16, 2006)

Investors should read this pricing supplement in conjunction with the Prospectus and Prospectus Supplement.

CUSIP

Number

Aggregate

Principal

Amount

Selling

Price

Gross

Concession

Net

Proceeds

Coupon
Type

Coupon
Rate

Coupon

Frequency

Maturity

Date

1^st

Coupon

Date

1^st

Coupon

Amount

Survivor’s
Option

Product

Ranking

Moody’s
Rating

S & P
Rating

74432ANZ9

$2,949,000.00

100.000%

0.625%

$2,930,568.75

FIXED

5.250%

SEMI-
ANNUAL

11/15/2008

11/15/2006

$24.79

YES

Senior
Unsecured
Notes

Redemption Information: Non-Callable.

Joint Lead Managers and Lead Agents: Banc of America Securities LLC, INCAPITAL, LLC Agents: A.G. Edwards & Sons, Inc., Bear, Stearns & Co., Inc., Charles Schwab & Co. Inc., Citigroup, Edward D. Jones & Co., L.P., Fidelity Capital Markets Services, Merrill Lynch & Co., Morgan Stanley, Ramirez & Co., Inc., Raymond James & Associates, Inc., RBC Dain Rauscher Inc., Muriel Siebert & Co., Inc., UBS Financial Services Inc., Wachovia Securities, LLC

CUSIP

Number

Aggregate

Principal

Amount

Selling
Price

Gross
Concession

Net

Proceeds

Coupon

Type

Coupon
Rate

Coupon

Frequency

Maturity
Date

1^st

Coupon

Date

1^st
Coupon
Amount

Survivor’s
Option

Product

Ranking

Moody’s
Rating

S & P
Rating

74432APA2

$2,621,000.00

100.000%

1.300%

$2,586,927.00

FIXED

6.000%

SEMI-
ANNUAL

5/15/2014

11/15/2006

$28.33

YES

Senior
Unsecured
Notes

Redemption Information: Callable at 100.000% on 05/15/2007 and every interest payment date thereafter.

The Prudential Financial, Inc. InterNotes will be subject to redemption at the option of Prudential Financial, Inc., in whole on the interest payment date occurring any time on or after 05/15/2007 at a redemption price equal to 100% of the principal amount of the Prudential Financial, Inc. InterNotes, plus accrued interest thereon, if any, upon at least 30 days’ prior notice to the noteholder and the trustee, as described in the prospectus.

CUSIP

Number

Aggregate

Principal
Amount

Selling
Price

Gross
Concession

Net

Proceeds

Coupon
Type

Coupon
Rate

Coupon

Frequency

Maturity
Date

1^st

Coupon

Date

1^st
Coupon
Amount

Survivor’s
Option

Product

Ranking

Moody’s
Rating

S & P
Rating

74432APB0

$6,097,000.00

100.000%

2.500%

$5,944,575.00

FIXED

6.400%

SEMI-
ANNUAL

5/15/2031

11/15/2006

$30.22

YES

Senior
Unsecured
Notes

Redemption Information: Callable at 100.000% on 05/15/2011 and every interest payment date thereafter.

The Prudential Financial, Inc. InterNotes will be subject to redemption at the option of Prudential Financial, Inc., in whole on the interest payment date occurring any time on or after 05/15/2011 at a redemption price equal to 100% of the principal amount of the Prudential Financial, Inc. InterNotes, plus accrued interest thereon, if any, upon at least 30 days’ prior notice to the noteholder and the trustee, as described in the prospectus.


Prudential Financial, Inc.	Trade Date: Monday, May 22, 2006 @12:00 PM ET Settlement Date: Thursday, May 25, 2006 Minimum Denomination/Increments: $1,000.00/$1,000.00 Initial trades settle flat and clear SDFS: DTC Book Entry only	Prudential Financial, Inc. $2,500,000,000.00 Prudential Financial Retail Medium-Term Notes, including Prudential Financial InterNotes^® Prospectus dated March 16, 2006 and the Prospectus Supplement dated March 16, 2006
	DTC number: 0235 via RBC Dain Rauscher Inc.

	If the maturity date or an interest payment date for any note is not a Business Day (as defined in the Prospectus), principal, premium, if any, and interest for that note is paid on the next Business Day, and no interest will accrue from, and after, the maturity date or interest payment date.

	The Prudential Financial, Inc. InterNotes will be represented by a master global note in fully registered form, without coupons. The master global note will be deposited with, or on behalf of, DTC and registered in the name of a nominee of DTC, as depository, or another depository as may be named in a subsequent pricing supplement.

	InterNotes^® is a registered trademark of Incapital Holdings LLC. All rights reserved