SecProbe.io

Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                   September 29, 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 July 29, 2009 re sponse to our July 16, 2009 letter and
have the following comments. In our comments, we ask you to provide us with information so we may better understand 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 identify the f iling in which you intend to  first 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.

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 comment  2.  The proposed disclosure relates
only to Mr. Strangfeld’s annual incentive aw ard.  Please provide us with proposed
disclosure for each of the NEOs explaining how the Committee evaluated the
factors in determining the annual incentive award for each NEO.
 2. We reissue the second portion of our prio r comment 2.  Please provide a detailed
enough description of the factors consid ered by the Committee in determining
annual incentive awards such than an investor would be able to understand what
the achievement of those fact ors entailed.  It is not rele vant for purposes of this

Mr. Richard J. Carbone
Prudential Financial, Inc.   September 29, 2009 Page 2
 disclosure whether the criteria the registra nt used to determine incentive awards
were communicated to the NEOs early in the year or not at all.   It is also not
relevant for purposes of th is disclosure whether the Committee assigned a specific
weight to each factor or not .  If these factors were used in setting incentive
compensation they should be identified and the Committee’s assessment of the degree of achievement should also be disc ussed.  To the extent the factors were
quantifiable the discussion of ach ievement should be quantitative.

*    *    *    *

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.

You may contact Sebastian Gomez Aber o at (202) 551-3578 or me at (202) 551-
3715 with any questions.

        S i n c e r e l y ,

        J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r