SecProbe.io

August 2, 2012

Via E-mail
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.
  Form 10-K for Fiscal Year Ended December 31, 201 1
  Filed February 24,  2012
Form 10 -Q for the Quarterly Period Ended March 31, 2012
Filed May 4, 2012
File No. 001-16707

Dear  Mr. Carbone :

We have limited our review to only your financial statements and related
disclosures and do not intend to expand our review to other portions of your document s.
In our comment s, we ask you to provide us with information so we may better understand
your dis closure.

Please respond to this letter within ten business days by  providing the requested
information or by advising us when you will provide the requested response.   If you do
not believe a comment applies to your facts and circumstances, please tell us  why in your
response.   Please furnish us a letter on EDGAR under the form type label CORRESP that
keys your responses to our comments.

After reviewing the information provided, we may raise additional comments
and/or request that you amend your filing.

Form 10 -K for Fiscal Year Ended December 31, 2011

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Executive Summary
Industry Trends, page 83

1. You state that the  low interest rate environment has impacted t he profitability of
certain products you offer and returns on your investments.  Please provide us

Mr. Richard J. Carbone
Prudential Financial, Inc.
August 2, 2012
Page 2

 proposed disclosure to be included, in MD&A, in future periodic reports that
discloses the expected effects of this known trend or uncertainty on your future
financial position, results of operations and cash flows. To the extent that information
about the amount you expect to have to reinvest new cash flows or to reinvest at
lower rates, or information about the amount of products you are committed at
guarant eed rates is necessary to understand these effects, please include these
amounts and their effects in your proposed disclosure to the extent known.

Results of Operations for Financial Services Businesses by Segment
Individual Annuities, page 107

2. On page 115 you disclose that the  fair value of the living benefit emb edded derivative
liability was $8.3 billion less a cumulative adjustment for NPR of $5.5 billion for a
net amount of $2.8 billion.  On page 116 you disclose that you recognized a net
benefi t from changes in the embedded derivative liability and hedge positions of $3.0
billion in 2011 and $37 million in 2010. These amounts included favorable NPR
adjustments of $4.8 billion and $412 million, respectively.  You explain these NPR
adjustments as due to changes in the base of embedded derivative liabilities and credit
spreads. However, the magnitude of these adjustments does not seem reasonable in
relation to the gross amount of the embedded derivative. Please demonstrate to us
how changes in the base of embedded derivative liabilities and credit spreads could
produce such significant changes in your NPR adjustment and why the cumulative
amount reduces the gross amount by approximately 66% in 2011. Also, p lease
provide us proposed disclosure to be included, in MD&A, in future periodic reports
that shows  the sensitivity of your operating results to reasonably likely future changes
in your credit spreads as it pertains to these embedded derivatives.

Notes to Consolidated Financial Statements

10. Poli cyholders’ Liabilities, page 324

3. Your premium deficiency reserve amounted to $2.4 billion at December 31, 201 1, of
which $1.4 billion “related to net unrealized gains on securities classified as available
for sale” and $2.0 billion at December 31, 2010, o f which $932 million “related to net
unrealized gains on securities classified as available for sale ,” as described on page
192.  Please explain to us how unrealized gains relate to the premium deficiency
reserve and how all of the se amounts  were recognize d in your financial statements.

19. Income taxes, page 369

4. Please tell us the key factors that support your assertion that your foreign earnings
will be permanently reinvested in Japan, certain operations in India, Germany and
Taiwan .

Mr. Richard J. Carbone
Prudential Financial, Inc.
August 2, 2012
Page 3

 5. Provide us propo sed disclosure to be included in MD&A for future periodic reports
that explain s why  the effective rate for taxes on your foreign earnings decrease d from
34.7% in 2010 to 23% in 2011 .

23. Commitments and Guarantees, Contingent Liabilities and Litigation an d Regulatory
Matters
Litigation and Regulatory Matters, page 418

6. You state that your litigation and regulatory matters are subject to many uncertainties,
and given their complexity and scope, their outcome cannot be predicted.  We do not
believe that thi s disclosure meets the requirements of ASC 450 -20-50-3 and 50 -4.
Please provide us proposed disclosure to be included  in future periodic filings that
complies with the requirements of the aforementioned ASC .

Form 10 -Q for the Period Ended March 31, 2012
Item 2 .  Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Application of Critical Accounting Estimates, page 124

7. You state that i n the first quarter of 2012, you revised the treatment of the results of
the living  benefits hedging program in your best estimate of total gross profits  used to
calculate the amortization of deferred policy acquisition costs and deferred sales
inducements associated with certain of the  variable annuity contracts of your
Individual Annuiti es segment .  Please provide us proposed disclosure to be included
in future periodic filings that  quantifies the impact of this change on your operating
results.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in t he filing s to be certain that the filin gs include the information the Securities
Exchange Act of 1934 and all applicable Exchange Act rules require.   Since the company
and its management are in possession of all facts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy of t he disclosures they have made.

 In responding to our comments, please provide  a written statement from the
company acknowledging that:
 the company is responsible for the adequacy and accuracy of the disclosure in the
filing s;
 staff comments or changes t o disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing s; 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.

Mr. Richard J. Carbone
Prudential Financial, Inc.
August 2, 2012
Page 4

 Please contact Frank Wyman, Staff Accountant, at (202) 551 -3660  or Joel Parker,
Accounting Branch Chief , at (202) 551 -3651, if you have any questions regarding th ese
comments. In this regard, do not hesitate t o contact me at (202) 551 -3679.

Sincerely,

/s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief
Accountant