SecProbe.io

April 9, 201 3

Via E -mail
Robert M. Falzon
Executive Vice President and Chief Financial Officer
Prudential Financial, Inc.
751 Broad Street
Newark, NJ 07102

Re: Prudential Financial, Inc.
 Form 10 -K for the Fiscal Year Ended December  31, 2012
 Filed February 22 , 2013
 File No. 001-16707

Dear M r. Falzon :

We have reviewed your filing and have the following comments.  In our comment s, we
ask you to provide us with  information so we may better understand your disclosure.

Please respond to this letter within 10 business days by providing the requested
information or by advising us when you will provide the requested response.  If you  do not
believe a commen t 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
response s to our comment s.

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

Management’s Discussion and Analysis Financial Condition And Results Of Operations
Impact of Low Interest Rate Environment , page 65

1. Please provide us proposed disclosure to be included in future periodic filings that further
disaggregates insurance product account values for the “greater than 1%” contracts above
guaranteed minimum crediting rates  (e.g. 1 -3%, 3 -5%, above 5% etc .).

2. Provide us proposed disclosure to be included in future periodic filings  that quantifies the
amount of fixed maturity investments  that are subject to call or redemption features at the
issuer’s option and the weighted average interest rate being  earned on these callable or
redeemable debt securities .

Robert M. Falzon
Prudential Financial, Inc.
April 9, 2013
Page 2

 Notes to Consolidated Financial Statements
15. Equity

Dividends, page 284

3. Please provide us proposed disclosure to be included in future filings quantifying the amount
of retained earnings or net income that is restricted or free of restrictions for payment of
dividends by Prudential Financial, Inc. to its  stockholders as required by Rule 4 -08(e)(1) of
Regulation S -X.

Statutory Net Income, Capital and Surplus, page 285

4. Although you disclose on page 286 that you and your insurance subsidiaries currently meet
and exceed the minimum capital requirements, provide us proposed disclosure to be included
in future filings of quantifying the amount of statutory capital and surplu s necessary to satisfy
regulatory requirements if significant in relation to actual statutory capital and surplus, as
required under ASC 944 -505-50-1b.  If not significant, please clarify in the disclosure.

23. Commitments and Guarantees, Contingent Lia bilities and Litigation and Regulatory Matters
Litigation and Regulatory Matters
Individual Annuities, Individual Life and Group Insurance, page 359

5. With respect to the Lederman v. Prudential Financial, Inc. matter, please tell us whether th e
$90 million offers of judgment by remaining plaintiffs  represents the current amount of
damages sought by the plaintiffs .  If not, please tell us why you have not updated your
financial statements to reflect that amount.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filin g include s 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 the disclosures they have made.

In responding to our comment s, please provide a written statement from the company
acknowledging that:
 the company is respon sible for the adequacy and accuracy of the disclosure in the filing;
 staff comment s or changes to disclosure in response to staff comment s do not foreclose
the Commission from taking any action with respect to the filing; and
 the company may not assert staff comment as a defense in any proceeding initia ted by the
Commission or any person under the federal securities laws of the United States.

Robert M. Falzon
Prudential Financial, Inc.
April 9, 2013
Page 3

  You may contact Tabatha Akins, Staff Accountant, at (202) 551 -3658 or Lisa Vanjoske ,
Assistant Chief  Account ant, at (202) 551 -3614 if you have any questions regarding the
comments.   In this regard, do not hesitate to contact me at (202) 551 -3679.

Sincerely,

  /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant