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Richard H. Kirk

Vice President, Corporate Counsel

 The Prudential Insurance Company of America

213 Washington Street, Newark, NJ  07102-2917

Tel   203-925-3707

richard.kirk@prudential.com

June 13, 2024

VIA EDGAR

Alberto H. Zapata, Esq.

Senior Counsel

Disclosure Review and Accounting Office

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC  20549

Re:    Supplemental Responses to SEC Staff Comments

    Pruco Life Insurance Company

Registration Statement on Form S-3

File No. 333-277924

Dear Mr. Zapata:

On behalf of the above-referenced Registrant, below are supplemental responses to Staff comments received orally on May 20, 2024 to the registration statement filing noted above, including the prospectus for FlexGuard Index Linked and Variable Annuity B Series contracts issued by Pruco Life Insurance Company (Pruco Life).  These responses supplement the response letter submitted on June 4, 2024 on behalf of Registrant.  Included with this submission is a revised prospectus for the FlexGuard B Series contract issued by Pruco Life, which includes the changes described below.  The Staff’s comments and our responses are as follows.

1.Comment:

Disclose financial intermediary-specific contractual variations on the cover page of the prospectus and using an appendix to the prospectus that should list intermediaries by name and disclose which product features each intermediary does not make available to their clients.

Alberto H. Zapata, Esq.

June 13, 2024

Page 2

Response:

As requested, we have added a statement on the cover page as follows, “See Appendix E, ‘Financial Intermediary Contractual Variations’ for information on intermediary-specific contractual variations.”

We have also added Appendix E at the end of the prospectus that lists, by financial intermediary, the product features that contractually are not available from that intermediary.

If you have any questions, please call me at (203) 925-3707.

Very truly yours,

/s/Richard H. Kirk

Richard H. Kirk

Vice President, Corporate Counsel

THE INFORMATION IN THE PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

PRUCO LIFE INSURANCE COMPANY

A Prudential Financial Company

751 Broad Street, Newark, NJ 07102-3777

PRUDENTIAL FLEXGUARD

Flexible Premium Deferred Index-Linked and Variable Annuity (“B SERIES”)

PROSPECTUS: [July 1, 2024]

This prospectus describes the Index Strategy crediting options available with Prudential FlexGuard  B Series,  a flexible premium deferred index-linked and variable annuity (“Annuity”) offered by Pruco Life Insurance Company (“Pruco Life”, “we”, “our”, "the Company", or “us”). The Annuity provides for the potential accumulation of retirement savings through investment in certain Index Strategies and Variable Investment Sub-accounts and retirement income through annuitization. The Annuity is intended for retirement or other long-term investment purposes. The Variable Investment Subaccount options available with this Annuity are described in a separate prospectus, Prudential FlexGuard, Flexible Premium Deferred Index-Linked and Variable Annuity (B Series) (the “Variable Subaccount Prospectus”) and can be found on our website at www.prudential.com/regdocs/PLAZ-FlexGuard-B-STAT.

The Annuity is offered as an individual annuity contract ("Contract") and has features and benefits that may be appropriate for you based on your financial situation, your age, and how you intend to use the Annuity. This prospectus is not your Contract, although this prospectus provides a description of the material features of the Index Strategies under your Contract. The description of the material features of the Index Strategies is current as of the date of this prospectus. If certain material provisions of the Index Strategies are changed after the date of this prospectus, those changes will be described in a supplement to this prospectus and the supplement will become a part of this prospectus.

Clients seeking information regarding their particular investment needs should contact a Financial Professional. Financial Professionals may be compensated for the sale of the B Series. Selling broker-dealer firms may not make available or may not recommend the B Series of the Annuity and/or benefits described in this prospectus. Please speak to your Financial Professional for further details.

We hold the assets for each Index Strategy in a non-insulated, non-unitized separate account we have established to support our obligations with respect to the Index Strategies.

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The Index Strategies currently available are:

Point-to-Point with Cap Index Strategy Enhanced Cap Rate Index Strategy

(For Annuities with an Application Sign Date on or after July 1, 2024)

 Step Rate Plus Index Strategy Tiered Participation Rate Index Strategy Dual Directional Index Strategy

1-year S&P 500®, 10% Buffer

1-year MSCI EAFE, 10% Buffer

1-year Invesco QQQ ETF, 10% Buffer

1-year iShares® Russell 2000 ETF, 10% Buffer

1-year S&P 500®, 15% Buffer

1-year MSCI EAFE, 15% Buffer

1-year Invesco QQQ ETF, 15% Buffer

1-year iShares® Russell 2000 ETF, 15% Buffer

1-year S&P 500®, 30% Buffer

1-year MSCI EAFE, 30% Buffer

1-year Invesco QQQ ETF, 30% Buffer

1-year iShares® Russell 2000 ETF, 30% Buffer

1-year S&P 500®, 100% Buffer

3-year S&P 500®, 10% Buffer

3-year MSCI EAFE, 10% Buffer

3-year iShares® Russell 2000 ETF, 10% Buffer

3-year AB 500 Plus IndexSM 10% Buffer

3-year S&P 500®, 20% Buffer

3-year iShares® Russell 2000 ETF, 20% Buffer

3-year MSCI EAFE, 20% Buffer

3-year AB 500 Plus IndexSM 20% Buffer

6-year S&P 500®, 20% Buffer

6-year MSCI EAFE, 20% Buffer

6-year iShares® Russell 2000 ETF, 20% Buffer

6-year AB 500 Plus IndexSM 20% Buffer

6-year Dimensional International Equity Focus Index 20% Buffer

6-year S&P 500®, 30% Buffer

6-year MSCI EAFE, 30% Buffer

6-year iShares® Russell 2000 ETF, 30% Buffer

6-year AB 500 Plus IndexSM 30% Buffer

6-year Dimensional International Equity Focus Index 30% Buffer

 1-year S&P 500®, Spread A, 10% Buffer

1-year S&P 500®, Spread B, 10% Buffer

1-year MSCI EAFE, Spread A, 10% Buffer

1-year MSCI EAFE, Spread B, 10% Buffer

1-year S&P 500®, Spread A, 15% Buffer

1-year S&P 500®, Spread B, 15% Buffer

1-year MSCI EAFE, Spread A, 15% Buffer

1-year MSCI EAFE, Spread B, 15% Buffer

 1-year S&P 500®, 5% Buffer

1-year MSCI EAFE, 5% Buffer

1-year S&P 500®, 10% Buffer

 6-year S&P 500®, 5% Buffer

6-year MSCI EAFE, 5% Buffer

6-year iShares® Russell 2000 ETF, 5% Buffer

6-year AB 500 Plus IndexSM 5% Buffer

6-year Dimensional International Equity Focus Index 5% Buffer

6-year S&P 500®, 10% Buffer

6-year MSCI EAFE, 10% Buffer

6-year AB 500 Plus IndexSM 10% Buffer

6-year Dimensional International Equity Focus index 10% Buffer

 1-year S&P 500®, 10% Buffer

1-year S&P 500®, 15% Buffer

6-year S&P 500®, 10% Buffer

6-year S&P 500®, 15% Buffer

6-year S&P 500®, 20% Buffer

The guarantees provided by the Annuity Contracts and payments Pruco Life makes under the Annuity Contracts are the obligations of, and subject to the creditworthiness and claims paying ability of, Pruco Life. Certain terms are capitalized in this prospectus. Those terms are defined either in the Glossary section or in the context of the particular section.

The Annuity or certain of its Index Strategies, Variable Investment Sub-account and/or benefits and features may not be available in all states.  Please see Appendix D, “Special Contract Provisions for Annuities Issued in Certain States” for information on all material state contract variations.

Index returns for Indexes offered under the Annuity are based on the closing share price (ie, price return) of each respective Index and do not include dividends and other distributions declared by the Index.

 A selling broker-dealer firm may elect to make available only certain strategies, features or benefits to its clients. For example, a firm may choose to not make one or more of the Index Strategies available that are described in the prospectus. You should ask your Financial Professional for details about the strategies and features available through their firm.  See  Appendix E, "Financial Intermediary Contractual Variations"  for information on intermediary-specific contractual variations.  The prospectus describes all the strategies, features, and benefits that Prudential makes

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 available under the Contract. For additional information on all of the strategies, features or benefits available with FlexGuard please visit the following webpage:  www.prudential.com/regdocs/PLAZ-FlexGuard-B-STAT .

We reserve the right to add and remove an Index at any time. If an Index is discontinued or substantially changes, we reserve the right to select an alternative Index and we will notify you of any such changes. For these purposes, an Index would be substantially changed if an index sponsor announces that it will make a material change in the formula for the Index or the method of calculating the Index or in any other way materially modifies the Index. We would attempt to choose a substitute Index that has a similar investment objective and risk profile to the replaced Index.

As a result of economic market conditions, or utilization of the Index Strategies, we reserve the right to add and remove Index Strategies at any time, subject to regulatory requirements and approvals. Additions or removals would be effective with any newly issued contracts or upon reallocation for any existing contract holders. Removals would not impact existing contract holders currently allocated to an Index Strategy prior to the Index Strategy End Date.

We reserve the right to change Cap Rates, Spreads, Participation Rates, Step Rates and Buffers at any time, subject to Guaranteed Minimum Rates, Guaranteed Maximum Spreads and minimum Buffer levels. New Rates and Spreads will be set for Index Strategy Terms upon Index Anniversary Dates. These new Rates and Spreads may be different than Rates and Spreads previously applied to your Annuity and from the Rates and Spreads that we are offering for newly issued contracts. New Buffers may be offered as new Index Strategy options.

The Buffer limits the amount of negative Index Credit that may be applied to the Account Value allocated to an Index Strategy. We will declare Buffers that will be available on the Index Strategy Start Date for each Index Strategy. The Buffer level for an Index Strategy will not change during the Index Strategy Term. The minimum Buffer level offered under the Annuity is 5%. The Annuity offers Index Strategies with 5%, 10%, 15%, 20%, 30% and 100% Buffer levels. Refer to the “Index Strategies” section of the Prospectus for more information.

You take the investment risk for amounts allocated to one or more Index Strategies since the Index Credit, which can be positive or negative, is based upon the performance of the associated Index. The Buffer is the amount of protection from negative Index Return. Any negative Index Credit in excess of the Buffer reduces the Account Value allocated to the Index Strategy. You bear the risk of any negative Index Return in excess of the Buffer you choose except for any 100% Buffer Index Strategy where there is no risk of loss to you, should you stay allocated to the end of the Index Strategy Term.  Under an Index Strategy, the maximum amount of loss that you could experience due to negative index performance at the end of an Index Strategy Term, after taking into account the Buffer protection from negative index performance currently provided under the Contract, would be 95% loss for a 5% Buffer level; 90% loss for a 10% Buffer level; 85% loss for a 15% Buffer level; 80% loss for a 20% Buffer level; 70% loss for a 30% Buffer level; and 0% loss for a 100% Buffer level.  Refer to the “Index Strategies” section of the Prospectus for more information.

If you take a withdrawal (including partial withdrawals, systematic withdrawals and full surrenders), transfer out of, annuitize, or we pay a death claim between an Index Strategy Start Date and Index Strategy End Date, we will use an Interim Value to determine the fair market value of each Index Strategy at the time of the transaction. The Interim Value is designed to represent the fair value of the Index Strategy on each Valuation Day, taking into account the potential gain or loss of the applicable Index at the end of the Index Strategy Term. The Interim Value reflects the change in fair value due to economic factors of the investment instruments (including derivatives) supporting the Index Strategies. The Interim Value may result in a loss even if the Index Value at the time the Interim Value is calculated is higher than the Index Value on the Index Strategy Start Date. Because the end-of-term downside protection provided by a Buffer normally does not apply to the Interim Value, it is theoretically possible that you could lose most of your investment, potentially up to 100% of your investment, in extreme scenarios such as an unprecedented complete market collapse.  Refer to the “Interim Value of Index Strategies” section of the Prospectus for more information.

Flexible premium deferred index-linked and variable annuity contracts are complex insurance and investment vehicles. There is a risk of substantial loss of your principal. The risk of loss may be greater in the case of an early withdrawal due to any charges and adjustments applied to such withdrawals. These charges and adjustments may result in loss even when the value of an Index has increased. Refer to the Principal Risks of Investing in the Annuity section of this prospectus for more information. Investors should speak with a Financial Professional about the Annuity’s features, benefits, risks and fees, and whether the Annuity is appropriate for the investor based upon his or her financial situation and objectives. Taking withdrawals, especially repetitive withdrawals, can negatively impact your investment in the Annuity.

PLEASE READ THIS PROSPECTUS AND RETAIN IT FOR FUTURE REFERENCE

This prospectus sets forth information about the Annuity that you should know before investing. Please read this prospectus and keep it for future reference. If you are purchasing the Annuity as a replacement for an existing variable annuity, variable life insurance policy, fixed annuity or fixed life insurance policy, you should consider any surrender or penalty charges you may incur and any benefits you may also be forfeiting when replacing your existing coverage and that the Annuity may be subject to a Contingent Deferred Sales Charge if you elect to surrender the Annuity or take a partial withdrawal. You should consider your need to access the Annuity’s Account Value and whether the Annuity’s liquidity features will satisfy that need. This Annuity is not a short-term investment and is not appropriate if an investor needs ready access to cash. Taking withdrawals, especially repetitive withdrawals, can negatively impact your investment in the Annuity. Please note that if you purchase the Annuity within a tax advantaged retirement plan, such as an IRA, SEP-IRA or Roth IRA, you will get no additional tax advantage through the Annuity itself. Because there is no additional tax advantage when an Annuity is purchased through one of these plans, the reasons for purchasing the Annuity inside a qualified plan are limited to the ability to allocate to the various Index Strategies and Variable Investment Subaccounts,

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and the opportunity to annuitize the contract, which might make the Annuity an app