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    Simpson
    Thacher & Bartlett llp

    900
                                            g street, nw

    washington,
    d.c. 20001

    telephone:
                                            +1-202-636-5500

    facsimile:
    +1-202-636-5502

    Direct
                                            Dial Number

    (202) 636-5806

    E-mail
                                            Address

    ryan.brizek@stblaw.com

February 24, 2023

Via EDGAR

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Attn: Alberto H. Zapata, Senior Counsel

 Re: PGIM Private Credit Fund

Draft Registration Statement on Form N-2

Filing No.: 333-268093

Ladies and Gentlemen:

On behalf of PGIM Private Credit Fund (the “Fund”),
we hereby file with the staff (the “Staff”) of the Division of Investment Management of the Securities and Exchange Commission
(the “Commission”) pre-effective amendment number 3 to the Fund’s registration statement on Form N-2 (the “Registration
Statement”). The Registration Statement includes revisions in response to the Staff’s accounting comments received by telephone
on February 15, 2023 relating to the Registration Statement, and to otherwise update disclosure. The Staff’s comments are described
below and have been summarized to the best of our understanding. We have discussed the Staff’s comments with representatives of
the Fund. The Fund’s responses to the Staff’s comments are set out immediately under the restated comment. Unless otherwise
indicated, defined terms used herein have the meanings set out in the Registration Statement.

Accounting Comments

Comment
1: Q&A. Supplementally, please explain whether any of the investments referenced under “Do you currently own
any investments?” would be considered a “fund acquisition” under Article 6-11 of Regulation S-X. If any of these
investments would be considered a “fund acquisition,” please provide the audited financial statements of these underlying
companies.

Response:
Many of these investments were loans made directly to borrowers and were not acquired from another fund or account. During its private
fund phase, however, the Fund also acquires portions of loans from the general account of the parent company of its investment advisers.
The Fund’s acquisition of assets from the general account consists of a fraction of a percent of the assets in the general account
and is not anywhere close to all or substantially all of the assets of the general account, and consequently, does not constitute a fund
acquisition(s) pursuant to Rule 6-11 of Regulation S-X (i.e., less than 20% of each affiliated entity). As a result, the Fund
believes that none of these assets acquired from the general account are deemed to be fund acquisitions under Regulation S-X 6-11.

The Fund further notes that, in circumstances where the acquired assets
constitute a material portion of the purchasing fund, but not the selling fund, the SEC explicitly recognized in the adopting release
for the 2020 amendments to Regulation S-X 6-11 that disclosure should not be included (“We have also removed language that suggests
acquired fund financial disclosure would be required if the registrant acquired a non-substantial portion of another fund’s portfolio
investments that would constitute all or substantially all of the initial assets of the registrant.” SEC Rel. No. 33-10786
at pp. 137-138).

Comment
2: Fee Table. Supplementally, please confirm the Interest Payments on Borrowed Funds remains at 6.30% for each of Class I
Shares, Class D Shares and Class S Shares, as is represented in the Fees and Expenses table.

Response:
The Fund confirms that the Interest Payments on Borrowed Funds is currently expected to be 6.30% for each of Class I Shares, Class D Shares and
Class S Shares. The Fund confirms it will reassess this expectation as of the date of each future pre-effective amendment to the Registration Statement.

Comment
3: Auditor’s Consent. Please provide an updated Auditor’s consent.

Response:
The Fund confirms that an updated Auditor’s consent has been included in this filing as it relates to the Fund’s audited financial
statements as of December 31, 2022.

*        *        *        *        *

Please call me (202-636-5806) with any questions
you may have regarding this filing or if you wish to discuss the above responses.

    Respectfully submitted,

    /s/ Ryan P. Brizek

 cc: Alberto H. Zapata, Securities and Exchange Commission

Tony Burak, Securities and Exchange Commission

Debra Rubano, Esq.

Benjamin C. Wells, Esq.

Jacqueline Edwards, Esq.

John Dikmak, Jr., Esq.

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