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Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                    July 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. 001-16707

Dear Mr. Carbone:

We have reviewed your May 1, 2009 and May 15, 2009 responses to our April 16,
2009 letter and have the following comments. In  our comments, we ask you to provide us
with information so we may better unders tand your disclosure. Where a comment
requests you to revise disclosure, the information you provide should show us what the revised disclosure will look like and identif y the filing in which you intend to first
include it. If you do not believe that revised disclosure is ne cessary, explain the reason in
your response. After reviewing the inform ation provided, we may raise additional
comments and/or request that you amend your filing.

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 your response to our prior co mment one.  Future filings should
specifically indicate that there were no pre-established goals articulated to the
named executive officers by the Compensa tion Committee.  Please provide us
with the proposed disclosure you plan to include in future filings.

2. We note your response to our prior comment two and reissue that comment.  Your
disclosure under the headings “Annual In centive Award and Base Salary for the
2008 Chief Executive Officer” and “Annual Incentive Awards and Base Salaries for the Other Named Executive Officers” should analyze the reasons why the

Mr. Richard J. Carbone
Prudential Financial, Inc.   July 16, 2009 Page 2
 Board believes that the annual incentiv e awards paid to the NEOs were
appropriate in light of the various factors considered.  As currently drafted, an
investor would be unable to understand th e link between the factors considered
and the amounts paid.  The revised disclosure need not to suggest a “more mathematical approach” if that wa s not the approach the Board took.
Nevertheless, the revised disclosure shoul d explain why the Board decided to pay
the amounts it did based on all the factors considered.  Also, we disagree that
inclusion of quantitative disc losure about individual bus iness units may infer that
those quantitative factors were more importa nt than the qualitative factors.  To the
extent the Board considered quantitative  factors in reaching its compensation
decision, those factors should be quantified.  Also, the description of the qualitative factors should be detailed e nough to allow an investor to understand
what the achievement entailed.  Please provide us with proposed disclosure you
would include in future filings in response to this comment.
 Form 10-K for Fiscal Year Ended December 31, 2008
 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
3. We acknowledge your response to prior comment four. However current
disclosure in the filing does  not quantify the key assumptions about equity market
returns, the timing of annu itization, contract lapses a nd contractholder mortality.
Please revise your disclosure to provide this information.  Also, we acknowledge
your intention to disclose “any material  impact on the reserves…of a hypothetical
100 basis point increase or decrease in the future rate of return assumption on assets held related to variable annuity  products.” However, we believe that
disclosure of the material impact on opera ting results of a reasonably likely basis
point increase or decrease in the rate of return as sumption used in your last
reported reserve valuation would also provide  beneficial information to investors.
Please revise your proposed ne w disclosure accordingly.

4.   Please refer to prior comment five. You account for transfers from the general
account to the separate account at stated contract value. Please tell us how your
accounting treatment for these transfers complies with paragraphs 15 through 18
of SOP 03-01 which requires these transf ers be recorded at fair value.

*    *    *    *

Mr. Richard J. Carbone
Prudential Financial, Inc.   July 16, 2009 Page 3
 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
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.

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