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S.E.C. Correspondence

 Peter B. Sayre

 Senior
Vice President and Principal Accounting Officer

 100 Mulberry Street, Newark NJ 07102-2917

Tel 973 802-6309 Fax 973 802-9065

 October 4, 2011

 Via EDGAR

 Mr. Jim B. Rosenberg

Senior Assistant Chief Accountant

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 4720

 100 F Street, N.E.

 Washington, DC 20549

RE:
Prudential Financial, Inc. (the “Company”)

 Form 10-K for the Fiscal Year Ended December 31, 2010

 Filed
February 25, 2011

 File No. 001-16707

 Dear Mr. Rosenberg:

 We received your letter dated August 29, 2011,
setting forth a comment of the staff of the Securities and Exchange Commission (the “Commission”) on the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (the “2010 Form 10-K”). For your
convenience, we have included the staff’s comment below along with our responses.

 Form 10-K for the Fiscal Year Ended
December 31, 2010

 Item 8. Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements

11. Certain Nontraditional Long-Duration Contracts

 Liabilities For Guarantee Benefits, page 322

1.
 With respect to your variable annuity contracts, it appears that you are accounting for certain future policy benefit guarantees as bifurcated
embedded derivatives recorded at fair value with changes in fair value each period included in “Realized investment gains (losses), net.” These include at a minimum the following guarantees “GMAB”, “GMWB” and
“GMIWB”. Your discussion of Variable Annuity Optional Living Benefit Features (page 161 of MD&A) states that these guarantees primarily relate to “the optional living benefit features” of our Individual Annuities segment.
Please provide us a more detailed description of these products which identifies what features within each led you to conclude that they were bifurcated embedded derivatives. Cite the specific authoritative literature you used to support your
conclusions,

 Mr. Jim B. Rosenberg

 U.S. Securities and Exchange Commission

 October 4, 2011

 Page
 2

including your consideration of the guidance in ASC 815-10-15 paragraphs 52-53 and ASC 815-15-55 paragraphs 57-61 in arriving at your conclusions for the accounting method applied for each
product.

 Response:

 As noted above, the Company accounts for the Guaranteed Minimum Accumulation Benefits (“GMAB”), the Guaranteed Minimum Income and Withdrawal Benefits (“GMIWB”) and the Guaranteed
Minimum Withdrawal Benefits (“GMWB”) (collectively “guaranteed living benefit options” or “guaranteed benefits”) issued with variable annuity contracts as bifurcated embedded derivatives.

The Company has provided a detailed analysis of its accounting conclusions related to these guaranteed benefits in Appendix A, including
the accounting literature considered in reaching its conclusions, consistent with your request above. The accounting conclusions related to these guaranteed benefits are summarized below.

General Information

 For purposes of this overview we note the following:

•

 All of the contracts in question allow the contractholder to make deposits and withdrawals (within certain pre-defined limits) during an
“accumulation phase.” In all contracts, the contract is considered to be in an accumulation phase until the contractholder has no discretion regarding the timing of future payouts, rather than when the first withdrawal payment is made, as
all contracts allow withdrawals to be made at contractholder discretion (within certain pre-defined limits) after the initial deposit.

•

 Once the contractholder has no further discretion regarding the timing of future payouts, whether through the election of an explicit payout option or
through the inability to make any further discretionary withdrawals, the contract is considered to be in a “payout phase.”

•

 In all cases, if the contractholder dies during the accumulation phase, the guaranteed benefit is forfeited although death benefits may be provided
through separately provided guaranteed minimum death benefit (“GMDB”) features.

•

 Certain contracts allow or require the contractholder to receive benefits in the payout phase on a life contingent basis. Those contracts that do not
require life contingent payouts also allow the contractholder to elect payouts over a pre-determined period; however, if the contractholder dies prior to the completion of the pre-determined period, the contractholder forfeits the guarantee.

 See Appendix B for a more detailed listing of the key provisions under each of these contract options.

 Accounting Analysis – Qualification as a Derivative

 Mr. Jim B. Rosenberg

 U.S. Securities and Exchange Commission

 October 4, 2011

 Page
 3

 For each of the guaranteed benefits accounted for as a bifurcated embedded derivative,
the Company first considered whether the specific living benefit option qualified under the accounting literature as a derivative.

 To qualify as a derivative, the contract must satisfy three tests (detailed in Appendix A to this letter):

(a)
“underlying, notional amount and payment provision” test;

(b)
“initial net investment” test; and

(c)
“net settlement” test.

The Company concluded each of the guaranteed benefits qualified as derivatives based upon the nature of the contract, as follows:

(a)
Each of these guaranteed benefits has a notional amount, which is the guaranteed value, and an underlying in the form of account values in the investment fund options,
which determine the amount of settlement required;

(b)
While an initial investment is made in the form of a promise to pay future fees for the benefit option, these amounts are smaller than what would be required for other
contracts that would be expected to have a similar response to changes in market forces; and

(c)
The terms of these living benefit options provide for net settlement.

 A more detailed description of this analysis for each guaranteed benefit is provided in Appendix A.

 Accounting Analysis – Application of Insurance Scope Exception

 After
determining that the guaranteed benefits met the characteristics of a derivative, the Company also considered the application of the exception(s) to derivative accounting for insurance contracts that is provided for in the literature. Given the
mortality/longevity risk that exists at certain times in these products, the Company focused primarily on the exception for insurance contracts as outlined below.

•

 Life contingency in the accumulation phase – As noted above, for all of these guaranteed benefits, the contractholder must survive until
the payout phase (as defined above) in order to receive the accumulated benefits. This contingency exists in the accumulation phase of certain products that are explicitly defined as derivatives in the authoritative accounting

 Mr. Jim B. Rosenberg

 U.S. Securities and Exchange Commission

 October 4, 2011

 Page
 4

literature, including GMAB’s and equity indexed life insurance contracts. Based on this, the Company concluded that the existence of a life contingency in the accumulation phase of the
guaranteed benefits does not require that these features be considered to have met the insurance scope exception.

•

 Life contingency in the payout phase (accounting during accumulation phase) – For products that require a life contingent settlement option
in the payout phase, the Company considered the authoritative guidance related to settlement options when determining the accounting for this feature in both the accumulation and payout phases. That guidance focuses primarily on whether various
settlement options meet the requirement for net settlement, and not whether a life contingency in a settlement option that is considered to be net settled triggers the insurance scope exception in the benefit feature’s accumulation phase. The
Company also noted authoritative literature that indicates that certain guaranteed features are considered to be derivatives if they settle net, without any explicit qualification as to whether net settlement was achieved through a life contingent
payout option, which was a common feature at the time the literature was issued. Based on this, the Company concluded that the life contingency in the payout phase of these products does not require that these guaranteed features be considered to
have met the insurance scope exception in the accumulation phase.

•

 Life contingency in the payout phase (accounting in payout phase) – The Company also noted authoritative guidance that generally requires
that life contingencies in a payout phase result in the benefit feature meeting the insurance scope exception in the payout phase, and the Company accounts for these features as insurance contracts when they enter the payout phase.

 The Company also considered the economics of these products and the presentation which the Company believes
would be most meaningful to the readers of its financial statements. The guaranteed benefits expose the Company (and the contractholder) to significant market risks, which the Company currently hedges through the purchase of free standing
derivatives which are reported at fair value in the Company’s financial statements with changes in fair value reflected in earnings. The Company views financial reporting in which both the hedging instrument (i.e., purchased free standing
derivatives) and the hedged item (i.e., the guaranteed benefits) are treated consistently, as providing the most meaningful information to users of the Company’s U.S. GAAP financial statements. The Company also notes that accounting for these
features at fair value is consistent with standard setters’ then stated preference for fair value accounting for all financial instruments.

 Conclusion

 Mr. Jim B. Rosenberg

 U.S. Securities and Exchange Commission

 October 4, 2011

 Page
 5

 Appendix A sets forth more detailed analyses for the individual guaranteed benefits
described above. The Company recognizes the significant complexity that exists related to the accounting for these products for a number of reasons, including the narrow scope of existing authoritative literature for these types of embedded
insurance features and the need to analogize the accounting for more complex current product designs to guidance not written explicitly for these products. The Company understands and appreciates that different preparers have or may conclude that
alternatives exist to the accounting set forth in this letter. However, the Company strongly believes that the accounting it currently employs is both preferable for users of its financial statements and appropriate under current authoritative
literature.

 *    *    *    *

The Company acknowledges 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 feel free to call me at 973-802-6309 if you have any questions about this response
letter.

 Very truly yours,

 /s/
Peter Sayre

 Peter B. Sayre

 Senior
Vice President and Principal Accounting Officer

Copies to:

Richard J. Carbone

Susan L. Blount

 Mr. Jim B. Rosenberg

 U.S. Securities and Exchange Commission

 October 4, 2011

 Page
 6

 Appendix A

Product Overview

 As noted in your comment above, the Company issues variable annuity contracts with the following living benefit options. For all of these products, contractholders direct deposits into various fixed and
variable investment options and are able to withdraw some or all of their account value prior to entering a payout phase, during which they receive guaranteed benefits as discussed further below:

•

 Guaranteed minimum accumulation benefits (“GMABs”) – The GMAB option provides the contractholder with a guaranteed return of
initial account value at the end of a predetermined period of time. At the completion of the predetermined period of time, the contractholder receives the higher of the current account value or the guaranteed value. The end of the predetermined
period of time is the contractual payout date. The contractholder does not need to surrender the contract and may choose to receive the benefit as an addition to their contract value. If the contractholder dies prior to the predetermined period of
time, the Company would pay out the time-of-death account value and not the guaranteed value. During the accumulation phase of the contract the contractholder may make withdrawals subject to certain limits; these withdrawals impact the guaranteed
value.

•

 Guaranteed minimum income and withdrawal benefits (“GMIWBs”) – The GMIWB option provides the contractholder with guaranteed
minimum payments over a period of time. The initial version of this product offered by the Company provided the contractholder with the ability to elect to receive a guaranteed payment either over a period certain or the life of the contractholder.
If the contractholder dies prior to completion of the period certain, the contractholder forfeits the guaranteed benefit. The subsequent versions of this product only provide the contractholder with the ability to receive the guaranteed payment over
the life of the contractholder. The subsequent versions represent approximately 74% of the in-force business that is fair valued for GAAP purposes. In the instance of receiving the guarantee over a period certain, the contractholder can withdraw an
amount each year until the cumulative withdrawals reach a total guaranteed balance. If one elects to receive the guaranteed payment over life, the contractholder will withdraw an amount each year for the contractholder’s life based on the total
guaranteed balance. The guaranteed balance represents the greater of: (1) the account value as of the date of the first withdrawal; (2) cumulative deposits when withdrawals commence, less cumulative withdrawals plus a minimum return; or
(3) the highest contract value as of a specified date minus any withdrawals. Under the election to receive the guaranteed annual payment for life, the contractholder has the ability to withdraw an annual amount equal to the percentage of an
initial value regardless of the impact of investment performance on the account value, subject to the contract’s rules regarding timing and amount of withdrawals. The contractholder has the ability to withdraw more or less than the guaranteed
annual amount. The guarantees are not lost if the contractholder withdraws less than the maximum allowable amount each year

 Mr. Jim B. Rosenberg

 U.S. Securities and Exchange Commission

 October 4, 2011

 Page
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under the terms of the contract and, under this scenario, the guaranteed amount could increase in future years depending on market performance. However, the contractholder’s guarantee is
reduced to the extent the contractholder takes withdrawals in excess of the annual guaranteed amount. Once the contractholder’s account value becomes zero, there will be a fixed stream of payments. If the contractholder dies prior to the
account value becoming zero, the Company pays out the time-of-death account value and not the guaranteed
value.(1)

•

 Guaranteed minimum withdrawal benefit (“GMWBs”) – The Company no longer sells GMWBs. The GMWB option guarantees the
contractholder’s ability to withdraw amounts equal to the initial principal value (called the “Protected Value,”) regardless of the impact of investment performance on the contractholder’s account value, subject to contract
benefit rules regarding the timing and amount of withdrawals. The contractholder is not required to make withdrawals as part of the benefit. H