SecProbe.io

August 21, 2007
 Mail Stop 6010
By U.S. Mail and facsimile to 973-802-8287

Prudential Financial, Inc. 751 Broad Street Newark, New Jersey 07102 Attn: Arthur F. Ryan, Chief Executive Officer

Re:  Prudential Financial, Inc.  Definitive 14A   Filed March 22, 2007
File No. 1-16707

Dear Mr. Ryan:
We have limited our review of your definitive proxy statement to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division’s  focused review of executive compensation
disclosure.
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  comments or any other aspect of our
review.  Feel free to call me at the telephone number listed at the e nd of this letter.
  In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.     If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

Arthur F. Ryan
August 21, 2007 Page 2
  Compensation of Directors, page 13

1. Please provide a footnote to the table which discloses the grant date fair value of
each award made during the year.  See Inst ruction to Item 402( k)(2)(iii)&(iv) of
Regulation S-K.

2. Please reference the assumptions made in  calculating the va luations using FAS
123R, as required by the Instruction to Item 402(k) to Regulation S-K.
 Process for Determining Executive Compensation, page 14

3. In your discussion of the compensation cons ultant, please disc lose the material
elements of the instructions or direct ions the compensation committee gave the
consultant.  See Item 407(e)(3 )(iii) of Regulation S-K.
 Compensation Discussion and Analysis, page 16

 Competitive Benchmarking, page 16

4. You state that you compare each execu tive’s compensation in  relation to the
median and the 75th percentile of the comparator group, while taking into account various factors such as Prudential’s si ze and performance within the peer group,
the unique characteristics of  the individual’s position and retention considerations.
While you discuss Prudential’s performa nce, you do not discuss these other
various factors.  Also, on page 23, you st ate that named executive officers receive
long-term incentives “based on an evalua tion of their individual performance,
market pay position and retention consider ations.”  As to each named executive
officer, to the extent the other various f actors you mention materially affect the
amount or type of compensation you paid, please discuss and disclose how these
factors resulted in the compensati on elements and amounts for the named
executive officers.
 Linking Compensation to Performance, page 16

5. We note that you have not provided a quant itative discussion of the terms of the
necessary targets or performance objectiv es to be achieved in order for your
executive officers to earn their incentiv e compensation.  For example, you have
not quantified the various ROE, AOI and E PS targets mentioned.  Either disclose
these targets or on a supplemental basis,  provide us with a detailed analysis
supporting your conclusion that the disclo sure of the target s would result in
competitive harm such that the information could be excluded properly under Instruction 4 to Item 402(b) of Regulation S-K.  Please note that to the extent
disclosure of the quantitative or qualita tive performance-related factors would
cause competitive harm, you are required to discuss how difficult it will be for
you to achieve the target levels or other factors.

Arthur F. Ryan
August 21, 2007 Page 3
  Annual Incentives, page 17

6. Please analyze the resultant annual comp ensation amounts of each of the named
executive officers.  For example, you me ntion individual contributions as being
factor that determined compensation.  Please explain this in more detail.
 2006 Results and Compensation of Named Executive Officers, page 22

7. Please explain how each compensation element and your decisions regarding each
element fit into the overall compensa tion decisions for the named executive
officers and affect the Compensation Committee’s decisions regarding the
elements and their amounts.
 Compensation of Named Executive Officers, page 24

8. Discuss the disparity among the various  amounts you paid the named executive
officers.

 Please respond to our comments by September 21, 2007, or tell us by that time when you will provide us with a response.

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.
  When you respond to our comments, please provide, in writing, 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 disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

Arthur F. Ryan
August 21, 2007 Page 4
  In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.
 Please contact me at (202) 551-3612 with any questions.

Sincerely,   Michael Reedich Special Counsel