SecProbe.io

Via Facsimile and U.S. Mail
Mail Stop 6010
        May 15, 2006

Mr. Richard J. Carbone
Senior Vice President and Chief Financial Officer
Prudential Financial, Inc.
751 Broad Street
Newark, NJ  07102

Re: Prudential Financial, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2005
File No. 1-16707

Dear Mr. Carbone:

We have limited our review of your filing to the issue we have addressed in our
comment.  In our comment, we ask you to provi de us with more information so we may
better understand your disclosure.  After re viewing this information, we may raise
additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comment or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the fiscal year ended December 31, 2005

Management’s Discussion and Analysis, page 57

Contractual Obligations, page 133

1. In footnote (4) to your contractual obliga tions table you indicat e that you exclude
liabilities for future policy benefits of approximately $84.4 billion and policyholder account balances of approximately $61.4 billion as of December 31,
2005 because the timing of payment of thes e liabilities is not reasonably fixed and
determinable.  Although we acknowledge that the specific dates of payment may not be known, we do not understand why r easonable estimates of the timing of
payments cannot be made when it appears that you have information available to
reasonably estimate these obligations.  Pl ease provide us in a disclosure-type
format a contractual obligation table that includes the estimated timing of
payment of your future policy benefits  and policyholder account balances.

Mr. Richard J. Carbone
Prudential F inancial, Inc.
May 15, 2006
Page 2

Otherwise please explain to us why you cannot reasonably estimate the timing of
these payments and how this inability to reasonably estimate the timing of payments affects your estimate of the liab ilities recorded and the asset/liability
management process.

Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Please furnis h a letter that provides the requested
information.  Detailed letters greatly facilitate our review.  Please file your letter on
EDGAR under the form type label CORRESP.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comment, please provide , in your letter, a
statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 If you have any questions, please contact Mark Brunhofer, Staff Accountant, at
(202) 551-3638 or Donald Abbott, Senior Staff Accountant, at (202) 551-3608.  In this
regard, do not hesitate to contact me, at (202) 551-3679.

Sincerely,

Jim B. Rosenberg
Senior Assistant Chief
Accountant