SecProbe.io

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                    April 16, 2009   Mr. Richard J. Carbone Executive Vice President and Chief Financial Officer  Prudential Financial, Inc.   751 Broad Street Newark, New Jersey 07102
Re: Prudential Financial, Inc.
Definitive Proxy Statement on Schedule 14A, filed March 20, 2009
 Form 10-K for the Fiscal Year Ended December 31, 2008
File No. 001-13958

Dear Mr. Carbone:

We have reviewed your filings and have the following comments.  In our
comments, we ask you to provide us with  information to better understand your
disclosure.  Where a comment requests you to  revise disclosure, the information you
provide should show us what the revised disc losure will look like and identify the annual
or quarterly filing, as appli cable, in which you intend to fi rst include it.  If you do not
believe that revised disclosure  is necessary, explain the reason in your response.  After
reviewing the information provided, we may raise additional comments and/or request
that you amend your filing.    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 filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Definitive Proxy Statement on Schedule 14A, filed March 20, 2009

Compensation Discussion and Analysis, page 22

2008 Results and Compensation of Named Executive Officers, page 28

1. We note that the Board considered a nu mber of factors when determining 2008
annual incentive awards for the named executi ve officers.  It is  unclear from your
disclosure whether the Board communicated to each of the named executive

Mr. Richard J. Carbone
Prudential Financial, Inc.   April 16, 2009 Page 2
 officers pre-established goals relating to each of those factors.  If the Board
communicated pre-establishe d goals, please describe what each goal was and
whether it was met.  If the Board di d not communicate pre-established goals,
please disclose that fact and describe how the Board selected the factors it
considered.
 2. Your disclosure should analyze the reas ons why the Board believes that the 2008
annual incentive awards paid were appropriate in light of the various factors it
considered.  An investor should be able to understand the link between the factors
considered and the amounts paid.  For exam ple, it is not clear what “new product
development” and “accomplishments re lated to talent management and
development” the Board considered wh en determining Mr. Strangfeld’s award
and how those factors, along with the other ones considered by the Board,
resulted in a $3,300,000 award.  Also, to th e extent a factor  considered is
quantifiable, such as “the strong perf ormance of the International Insurance
businesses” and the “solid performance of the traditional insurance businesses,” your disclosure should quantify such ach ievement.  Please expand your analysis
so an investor is able to understand how the Board used the factors considered to
determine the 2008 annual incentive awards.
 Form 10-K for the Fiscal Year Ended December 31, 2008

Item 1A.  Risk Factors, page 43

 Ratings downgrades and changes in credit sp reads may require us to post collateral,
thereby affecting ou r liquidity…, page 50

3. You state that as you conti nue to underwrite term a nd universal life business you
expect to have borrowing needs in 2009 to finance statutory reserves required
under Regulation XXX and Guideline AXXX, but that based on current market
conditions you may not be able to finance those needs.  Please expand your risk
factor and your “Liquidity and Capital Resources” section to quantify those 2009
borrowing needs.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Application of Critical Accounting Estimates

Policyholder Liabilities

Future Policy Benefit Reserves, other th an Unpaid Claims and Claim Adjustment
Expenses, page 82

4. Please expand your disclosure regarding the reserves for guaranteed minimum
death and income benefits related to your variable annuity policies to discuss the

Mr. Richard J. Carbone
Prudential Financial, Inc.   April 16, 2009 Page 3
 methods and key assumptions as well as  the historical a nd reasonably likely
sensitivities inherent in these accounting estimates.

5. You refer to a feature in  your variable annuity contracts, the automatic
rebalancing element, whereby you transfer separate account assets to the general account in order to limit equity market ris k. Please explain to us how this feature
operates, particularly how you account for transfers between the separate account
and general account and subsequent inve stment income generated by assets
transferred to the general account under this feature. Ensure that your response
quantifies the impact from this activity on general and separate account operating
results for each period presented.

Results of Operations for Financ ial Services Businesses by Segment

U.S. Retirement Solutions and I nvestment Management Division
 Individual Annuities, page 95

6. Your operating results appear to be significantly affected by derivatives programs. Please expand your discussion and analysis  to show the impact of these loss
mitigation activities on your operating result s, particularly minimum guarantees
affecting your variable annuity products , for each period presented. Ensure that
this disclosure is linked to Notes 9 and 19. Also, quantify the reasonably likely impact of continuing market volatility on the cost and effectiveness of your loss
mitigation programs.
 Notes to Consolidated Financial Statements

6. Investments in Operating Joint Ventures, page 280

7. Please revise your disclosure to clarify how the dilution of your interest in the
Wachovia Securities joint venture and the recognition of your rights under the
“lookback” option resulted in the $1.041 b illion increase to additional paid-in-
capital, including how this amount was dete rmined.  Also, tell us the basis under
GAAP for your accounting treatment for these activities and refer us to the
relevant technical accounting l iterature upon which you relied.

9. Certain Nontraditional Long-Duration Contracts, page 287

8. Please revise your disclosure to clarify where the net amounts at risk and related
liabilities are recorded in your financial statements.

*    *    *    *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that  keys your responses to our

Mr. Richard J. Carbone
Prudential Financial, Inc.   April 16, 2009 Page 4
 comments and provide the requested information.  Detailed letters gr eatly facilitate our
review.  Please furnish 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 co mments, 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities 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 comment on your filing.
Please contact Frank Wyman, Staff A ccountant, at (202) 551-3660 or Don
Abbott, Senior Staff Accountant, at (202) 551-3608, if you have any questions regarding
the processing of your response as well as  any questions regarding comments on the
financial statements and related matters. You may contact Sebastian Gomez Abero, Staff
Attorney, at (202) 551-3578 or Jeffrey Ried ler, Assistant Director, at (202) 551-3715
with questions on any of the othe r comments. In this regard, do not hesitate to contact me
at (202) 551-3679.

Sincerely,

Jim B. Rosenberg Senior Assistant Chief Accountant