SecProbe.io

April 7, 2015

Via E -mail
Mr. Robert M. Falzon
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 Fis cal Year Ended December 31, 2014
Filed February 20, 2015
File No. 001 -16707

Dear  Mr. 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 discl osure.

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 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.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations for Financial Services Businesses by Segment
Variable Annuity Hedging Program Results, page 92

1. Please describe and quantify for us the fac tors underlying the increases in the gross
embedded derivative liability to $14.8 billion and the NPR adjustment to $6.7 billion.
Please also explain to us the reasons why the NPR adjustment was 45% of the gross
embed ded derivative liability at December 31 , 2014 in comparison to 81% at December
31, 2013 .

Mr. Robert M. Falzon
Prudential Financial, Inc.
April 7, 2015
Page 2

 2. Regarding your tabular disclosure on page 94, please provide us with a n analysis as to
how the  following were derived:
 change in fair value of hedge positions ;
 change in value of hedge target ;
 change in portions of U.S GAAP liability, before NPR, excluded from hedge  target ;
and
 change in the NPR adjustment .

In addition, tell  us how this information  correlate s to:
 the table on page 93, which shows a reconciliation between the fa ir value of the
embedded derivative as defined by U.S. GAAP and the value of your hedge target ;
and
 the net losses of $2.6 billion in 2014 from product related embedded derivatives and
related hedge positions  disclosed in the last paragraph on page 127 .

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 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;
 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 comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

Please contact Frank Wyman, Senior Staff Accountant, at (202) 551 -3660  or Joel Parker,
Accounting Branch Chief, at (202) 551 -3651  if you have any questions regarding the comments.
In this regard, do not hesit ate to contact me at (202) 551 -3679.

Sincerely,

  /s/ Jim B. R osenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant