Edgar Filing: PRUDENTIAL FINANCIAL INC

Pricing Supplement No. 138 Dated [ ]

This pricing supplement, which is not complete, relates to an automatically effective Registration Statement under the Securities Act of 1933, as amended. We may not sell the notes until we deliver a final pricing supplement. This pricing supplement and the accompanying prospectus supplement and prospectus are not an offer to sell these notes in any jurisdiction where such an offer would not be permitted.

Subject to completion, dated June 30, 2006

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 138 - Dated [ ]

(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

74432APV6

[ ]

100.000%

0.625%

[ ]

FIXED

5.450%

SEMI-
ANNUAL

07/15/2007

01/15/2007

$27.55

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

74432APW4

[ ]

100.000%

2.000%

[ ]

FIXED

6.450%

SEMI-
ANNUAL

07/15/2021

01/15/2007

$32.61

YES

Senior
Unsecured
Notes

Redemption Information: Callable at 100.000% on 07/15/2009 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 07/15/2009 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.

Offering Dates: Friday, June 30, 2006 through Monday, July 10, 2006

Trade Date: Friday, July 10, 2006 @12:00 PM ET

Settlement Date: Thursday, July 13, 2006

Minimum Denomination/Increments: $1,000.00/$1,000.00

Initial trades settle flat and clear SDFS: DTC Book Entry only

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.

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