SecProbe.io

December 1, 2025
Yanela Frias
Chief Financial Officer
Prudential Financial, Inc.
751 Broad Street
Newark, NJ 07102
Re:Prudential Financial, Inc.
Form 10-K for Fiscal Year Ended December 31, 2024
File No. 001-16707
Dear Yanela Frias:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Brian Spitser

CORRESP
1
filename1.htm

CORRESP

 Prudential Financial, Inc.

 751 Broad Street

Newark, New Jersey 07102

 September 3, 2025

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street
N.E.

 Washington, D.C. 20549

 Attention: Office of Finance

 Re:  Comment Letter dated August 5, 2025 regarding

Prudential Financial, Inc.

Form 10-K for Fiscal Year Ended December 31, 2024

File No. 001-16707

Ladies and Gentlemen:

 Prudential Financial, Inc. (the
“Company”, “we” or “our”) is in receipt of the comment letter referenced above regarding the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2024 filed with the Securities and Exchange Commission (the “Commission”) on February 13, 2025. We have endeavored to respond fully to your comments. For ease of reference, the headings and paragraphs below
correspond to the headings and comments in the comment letter, with the Staff’s comments presented in bold italicized text, followed by our response to each comment.

Form 10-K for Fiscal Year Ended December 31, 2024

Item 1. Business, page 1

1.
 We note your response to prior comment 1. Please tell us what information is provided to management at
the consolidated and segment level, if any, related to your US GAAP revenue recognized for each period presented. Please tell us how your current disclosure allows an investor to clearly understand the key products and/or services that
represent your material revenue-generating activities in accordance with Item 101 of Regulation S-K. Alternatively, please revise future filings to provide this information, including quantified information to
the extent available and relevant for a more complete understanding of your performance.

 Response:

We acknowledge the Staff’s comment and respectfully advise the Staff that management does not receive U.S. GAAP revenue information at
the discrete financial statement line item-level (e.g., premiums, net investment income, etc.); however, management is provided with discrete financial statement line item information related to revenues recognized on an adjusted operating income
(“AOI”) basis at the consolidated and segment level. This information is consistent with what the Company discloses within the Segment Information Footnote included in the consolidated financial statements in its Form 10-Q/K filings, as well as in other disclosures the Company makes publicly available to investors. Details about the information that is regularly provided to management are included in the Company’s response
to comment 2 below.

 We believe our current level of disclosure in Item 1. Business for each of the Company’s segments provides an
investor with appropriate detail regarding the nature of products sold, the various distribution channels and market segments utilized in each segment, as well as the competitive landscape for each segment. In addition, we believe our disclosures
regarding the generation of revenues and profitability provide an investor with a clear understanding of the key sources of revenues for each segment, which include premiums and investment income for our retirement and insurance-based businesses,
and asset management fees for our PGIM segment. It is our belief, therefore, that these disclosures of key revenue items, in conjunction with the attributions provided within the segment MD&As, provide investors with “information material
to an understanding of the business taken as a whole,” including a clear understanding of the key products and/or services that represent our material revenue-generating activities, as required and contemplated by Item 101 of Regulation S-K.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 51

2.
 We note your response to prior comment 1 and your statement that product-level information is not
provided to management at the discrete financial statement line item level. Please tell us what product-level information is provided to management at the consolidated and segment level, if any, related to revenue recognized under US GAAP.
Please tell us how you considered whether this information or related product information should be disclosed in accordance with Item 303 of Regulation S-K.

Response:

 We
acknowledge the Staff’s comment and respectfully advise the Staff that the following table sets forth the product type-level information that is regularly provided to management at the segment level (no similar information is provided to
management at the consolidated level):

 2

Segment           

 Information Provided to Management at the Product Type Level 

Existing 10-Q/K
Disclosure

PGIM

 Flows

Assets Under Management

Yes, MD&A

Institutional Retirement Strategies

 Sales

Account Values

No

Individual Retirement Strategies

 Sales

Account Values

No

Group Insurance

Annualized New Business Premiums

Yes, MD&A

Individual Life Insurance

Annualized New Business Premiums

Yes, MD&A

International Businesses

Annualized New Business Premiums

  Yes, MD&A  

 In consideration of the foregoing, we acknowledge that the Sales and Account Values disclosed in
both our Institutional Retirement Strategies segment and our Individual Retirement Strategies segment are each disclosed in the aggregate and thus we advise the Staff that we will revise future filings, commencing with our next Form 10-Q, to include Sales and Account Values at the product type-level for each of these segments. We will also include a specific cross-reference in future 10-K
filings to these MD&A disclosures in the relevant Business section product disclosures to assist investors in connecting this information.

Consolidated Results of Operations, page 57

3.
 We note your response to prior comment 1. Please revise future filings to provide appropriate discussion
and analysis of material revenue amounts and line-items (e.g., premiums) recognized each year and material changes from period to period at the consolidated level. Your discussion can include all information needed to allow an investor to understand
any relevant offsetting amounts in other financial statement line-items. Refer to Item 303 of Regulation S-K for guidance.

Response:

 We
acknowledge the Staff’s comment and respectfully advise the Staff that we will revise future filings as requested, commencing with our next Form 10-Q, to include expanded MD&A tabular disclosures for
the Consolidated Results of Operations MD&A line items consistent with the Company’s Consolidated Statement of Operations, as well as to include appropriate discussion and analysis by line item of material revenue and expense amounts.

Retirement Strategies - Adjusted Operating Income, page 75

4.
 We note your response to prior comment 2. Please tell us whether you recognize in future periods any of
the change in the fair value of the embedded derivative associated with future projected renewals that is excluded in the current period adjusted operating income.

 3

In other words, please clarify if the initial adjustment is subsequently “amortized” back into adjusted operating income.

Response:

 We
acknowledge the Staff’s comment and confirm that the initial adjustment is not subsequently amortized back into AOI in any future renewal period(s).

General

5.
 We note your response to prior comment 3. Please tell us the items included in Projected Core AOI that
are not included in Projected AOI as used on slide 9 in the 4Q24 Prudential Financial, Inc. Earnings Conference Call Presentation included in the Investor Relations section of your web-site.

 Response:

We acknowledge the Staff’s comment and respectfully note that, on a forward-looking projection basis, there is no difference between AOI
and Core AOI. The differences between the two are determined after the fact, on a historical basis once results are known, at which point the calculation of Core AOI from AOI demonstrates where and how reported AOI deviated from our pre-period projection of AOI. The relevant adjustments used to calculate Core AOI cannot be estimated before a period is complete and actual results are known.

Core AOI for a period represents AOI adjusted for the following: (1) the impact of the annual review and update of actuarial assumptions
and other refinements, (2) returns on alternative investment income above/(below) average expectations, (3) underwriting experience above/(below) average expectations, and (4) (higher)/lower than expected expenses and other items.

With respect to the first adjustment, the amount is the actual amount attributable to the assumption update recorded during the relevant
period, which is then recognized on a historical basis; we do not project for any adjustment. With respect to the other three, the amount of the adjustment equals the amount by which actual results for a historical period deviated from
management’s expectations. Therefore, the amount for each, if any, can similarly be calculated only on a historical basis.

6.
 We note your response to prior comment 3. Please explain to us in more detail how the adjustment related
to annual premium seasonality is calculated. Specifically, clarify if this adjustment shifts a portion of US GAAP revenue to other periods in the year and/or whether this adjustment results in a different amount of total revenue recognized over
the year.

 Response:

We acknowledge the Staff’s comment and respectfully note that our International Businesses typically generate higher premium income in
the first quarter of each year compared to other quarters, primarily driven by comparatively higher sales of annual recurring pay products.

 4

These premiums tend to be lower in the remainder of the year. The adjustment related to annual premium seasonality, which is based on our historical experiences, shifts a portion of first quarter
U.S. GAAP revenue to other quarters within in the year, but has no impact on full-year results. This adjustment does not result in a different amount of total revenue recognized between years.

7.
 Please refer to prior comment 3. Adjustments related to actual financial results above/(below)
management’s expectations substitute an individually tailored recognition and measurement method for those of GAAP which results in a misleading non-GAAP measure that violates Rule 100(b) of Regulation
G. Please remove these adjustments from your non-GAAP financial measures included in Earnings Conference Call Presentations.

Response:

 The Company
acknowledges the Staff’s comment and, notwithstanding its continued belief that the calculation and presentation of Core AOI is not misleading and is useful to investors, has determined that, beginning with the release of third quarter
financial results, we will no longer present Core AOI in our Earnings Conference Call Presentation. We will continue to provide investors with enhanced transparency and clarity regarding the Company’s operating results, including as compared
to management’s expectations, set forth on Exhibit A hereto.

 *  *  *

We appreciate the opportunity to respond to your comments. If you have any questions or require additional information, we would appreciate the opportunity to
discuss these matters with you. If you wish to contact us directly, please feel free to call Brian Spitser, the Company’s Chief Disclosure Counsel, at (973) 802-7848, or me at (973) 802-2220.

 Sincerely,

/s/ Robert E. Boyle

 Robert
E. Boyle

 Senior Vice President and Principal Accounting Officer

Cc:    Yanela C. Frias, Executive Vice President, Chief Financial Officer

   Ann M. Kappler, Executive Vice President, General Counsel and Head of Corporate Affairs

 5

 EXHIBIT A 2Q25 ADJUSTED OPERATING INCOME AND VARIANCES BY BUSINESS (1)
Variances Adjusted Total Alternative Operating Assumption Expenses & Variances Investment Underwriting (3) Income Update Other (2) ($ millions, except per share amounts) Income PGIM $229 - - - - $0 Institutional Retirement $396 (32) (30) 5 -
($57) Strategies Individual Retirement $326 (81) (5) - (15) ($101) Strategies Group Insurance $125 11 - 25 5 $41 Individual Life $108 58 (5) (5) 10 $58 International $761 (2) (10) 10 (20) ($22) Corporate & Other ($280) - (10) - 155 $145 (4)
Total Pre-Tax $1,665 ($46) ($60) $35 $135 $64 (4) Total After-Tax Per Share $3.58 ($0.10) ($0.13) $0.08 $0.27 $0.12 (1) Reflects variances from the Company’s pre-period expectations included within the Company’s reported results,
including Adjusted Operating Income. (2) Alternative investment income includes the adjusted operating income of the GA Portfolio’s interests in private equity, hedge fund, and real estate-related investments, as well as real estate
investments held through direct ownership, and excludes the results from those interests held by Divested Businesses and third parties that have been consolidated on the Company’s balance sheet. (3) Individual Retirement Strategies reflects
lower earnings from joint venture investments. Group Insurance and Individual Life reflect lower than typical expenses. International includes seasonally lower annual premiums, partially offset by higher earnings from joint venture investments.
Corporate & Other reflects lower than typical expenses, related to timing and a reduction in legal reserves. Corporate & Other now expects full year 2025 loss of $1.6 billion. Total After-Tax Per Share includes ($0.02) for higher effective
tax rate in the quarter. (4) See Appendix for reconciliation of non-GAAP measures Adjusted Operating Income and Adjusted Operating Income Per Share to the most comparable GAAP measures. 1 1

August 5, 2025
Yanela Frias
Chief Financial Officer
Prudential Financial, Inc.
751 Broad Street
Newark, NJ 07102
Re:Prudential Financial, Inc.
Form 10-K for Fiscal Year Ended December 31, 2024
Response dated July 16, 2025
File No. 001-16707
Dear Yanela Frias:
            We have reviewed your July 16, 2025 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our June 24,
2025 letter.
Form 10-K for Fiscal Year Ended December 31, 2024
Item 1. Business, page 1
1.We note your response to prior comment 1. Please tell us what information is
provided to management at the consolidated and segment level, if any, related to your
US GAAP revenue recognized for each period presented. Please tell us how your
current disclosure allows an investor to clearly understand the key products and/or
services that represent your material revenue-generating activities in accordance with
Item 101 of Regulation S-K. Alternatively, please revise future filings to provide this
information, including quantified information to the extent available and relevant for a
more complete understanding of your performance.

August 5, 2025
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations,
page 51
2.We note your response to prior comment 1 and your statement that product-level
information is not provided to management at the discrete financial statement line-
item level. Please tell us what product-level information is provided to management at
the consolidated and segment level, if any, related to revenue recognized under US
GAAP. Please tell us how you considered whether this information or related product
information should be disclosed in accordance with Item 303 of Regulation S-K.
Consolidated Results of Operations, page 57
3.We note your response to prior comment 1. Please revise future filings to provide
appropriate discussion and analysis of material revenue amounts and line-items (e.g.,
premiums) recognized each year and material changes from period to period at the
consolidated level. Your discussion can include all information needed to allow an
investor to understand any relevant offsetting amounts in other financial statement
line-items. Refer to Item 303 of Regulation S-K for guidance.
Retirement Strategies - Adjusted Operating Income, page 75
4.We note your response to prior comment 2. Please tell us whether you recognize in
future periods any of the change in the fair value of the embedded derivative
associated with future projected renewals that is excluded in the current period
adjusted operating income. In other words, please clarify if the initial adjustment is
subsequently “amortized” back into adjusted operating income.
General
5.We note your response to prior comment 3.  Please tell us the items included in
Projected Core AOI that are not included in Projected AOI as used on slide 9 in the
4Q24 Prudential Financial, Inc. Earnings Conference Call Presentation included in the
Investor Relations section of your web-site.
6.We note your response to prior comment 3. Please explain to us in more detail how
the adjustment related to annual premium seasonality is calculated. Specifically,
clarify if this adjustment shifts a portion of US GAAP revenue to other periods in the
year and/or whether this adjustment results in a different amount of total revenue
recognized over the year.
7.Please refer to prior comment 3. Adjustments related to actual financial results
above/(below) management's expectations substitute an individually tailored
recognition and measurement method for those of GAAP which results in a
misleading non-GAAP measure that violates Rule 100(b) of Regulation G. Please
remove these adjustments from your non-GAAP financial measures included in
Earnings Conference Call Presentations.

August 5, 2025
Page 3
            Please contact Michael Volley at 202-551-3437 or Amit Pande at 202-551-3423 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Brian Spitser

CORRESP
1
filename1.htm

CORRESP

 Prudential Financial, Inc.

 751 Broad Street

Newark, New Jersey 07102

 July 16, 2025

VIA EDGAR

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street N.E.

 Washington,
D.C. 20549

 Attention: Office of Finance

Re:
 Comment Letter dated June 24, 2025 regarding

 
 Prudential Financial, Inc.

 
 Form 10-K for Fiscal Year Ended December 31, 2024

 
 File No. 001-16707

Ladies and Gentlemen:

 Prudential Financial,
Inc. (the “Company”, “we” or “our”) is in receipt of the comment letter referenced above regarding the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2024 filed with the Securities and Exchange Commission (the “Commission”) on February 13, 2025. We have endeavored to respond fully to your comments. For ease of reference, the headings and paragraphs below
correspond to the headings and comments in the comment letter, with the Staff’s comments presented in bold italicized text, followed by our response to each comment.

Form 10-K for Fiscal Year Ended December 31, 2024

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 51

1.
 We note your disclosure related to products offered by each segment in your business section starting on
page 3. In order to provide investors with a clear understanding of material trends and the drivers of financial results, please revise MD&A in future filings to:

●

 Provide detail of “Premiums” and “Policy charges and fee income” by product or product
type at the consolidated and/or segment level for each period presented. Also include appropriate discussion of relevant material trends.

●

 Provide detail of “Policyholders’ account balances” by product or product type at the
consolidated and/or segment level at each period end presented.

 Response:

While we acknowledge the Staff’s comment to include additional product and/or product type disclosures in our MD&A,
we note that you suggested additional disclosure in an area that we believe already contains robust disclosure. As a result, we have consulted with our external advisors in connection with your comment. We respectfully note that Item 303 of
Regulation S-K requires that the MD&A address material period-over-period changes in financial statement line items, including through a quantitative and qualitative discussion of the underlying reasons
for those changes. With respect to specific segment and product line information, Item 303 gives broad deference to the registrant, noting that this level of disclosure is required to the extent, “in the registrant’s judgement,” it
“would be necessary to an understanding of such business.” For the reasons outlined below, we believe our existing disclosures are responsive to these requirements.

“Premiums” and “Policy charges and fee income”

We consider the materiality and usefulness of the information we provide to investors and other users of the Company’s
financial statements when preparing our MD&A segment-level disclosures. We believe the current disclosures address the material trends and changes in period over period segment line items required by Item 303, including with respect to revenue,
for both “Premiums” and “Policy charges and fee income,” when and where these revenue sources have a material impact on results or are otherwise necessary to an understanding of the business. We also provide, as required by Item
303, relevant discussion of any material offsetting items to these revenues (e.g., changes in “Premiums” may have a correlating offset in “Policyholders’ benefits”), which provides a more complete understanding of the
performance of the applicable segment. Below is an example from the Results of Operations by Segment MD&A for our International Businesses, beginning on page 84 of our 2024 Form 10-K (emphasis added):

Revenues, Benefits and Expenses

2024 to 2023 Annual Comparison. Revenues from our Life Planner operations decreased $244 million, including a
net unfavorable impact of $295 million from currency fluctuations and a net benefit of $74 million from our annual reviews and update of assumptions and other refinements. Excluding these items, revenues decreased $23 million,
primarily reflecting lower premiums attributable to the decline of business in force in Japan, partially offset by the growth of business in force in Brazil, and lower investment gains from less favorable derivative settlements. These
decreases were partially offset by higher net investment income driven by higher reinvestment rates and higher

 2

policy charges and fee income reflecting growth in both variable and investment products in Japan.

Benefits and expenses from our Life Planner operations decreased $114 million, including a net favorable impact of
$254 million from currency fluctuations and a net charge of $125 million from our annual reviews and update of assumptions and other refinements. Excluding these items, benefits and expenses increased $15 million, primarily reflecting
higher interest credited on policyholders’ account balances, reflecting growth in both variable and investment products in Japan, and higher general and administrative expenses driven by business growth in Brazil. These increases
were partially offset by lower policyholders’ benefits, including changes in reserves, due to the decline of business in force in Japan, as discussed above, as well as favorable changes in estimates of the liability for future policy
benefits.

 As seen above, disclosing “Premiums” in isolation may show a declining trend which a reader might
misconstrue as a sign of lower profitability; however, lower premiums could be a result of reinsurance actions or product mix shifts that would have offsets in “Policyholder’s benefits” or other financial statement line items, and
therefore may result in an immaterial overall impact to segment earnings and profitability. As a result, we believe addressing changes with respect to these select financial statement line items in isolation provides an incomplete picture of our
performance. Further, the current disclosures reflect how management reviews and analyzes the relevant information, allowing investors to “view the registrant from management’s perspective,” one of Item 303’s primary objectives.
For decision-making purposes, product level information is not provided to management at the discrete financial statement line item level, and therefore, management does not review the requested information in isolation as the staff is asking for it
to be disclosed.

 With respect to the Staff’s request regarding “Premiums” in particular, we respectfully
note that we currently include disclosures by product type, where applicable, on Annualized New Business Premiums. We acknowledge the “Premiums” line item on the face of the income statement reflects GAAP revenue recognition
guidance for traditional and limited-payment insurance contracts under ASC 944-605. However, we believe disclosing product-level information on the basis of Annualized New Business Premiums, which
reflects the current level of sales performance for all products of the applicable business, provides a better indication of the Company’s or the applicable segment’s current strategic focus, and helps to better frame current and future
material operating results, including product-related drivers. Specifically, the current disclosure of Annualized New Business Premiums helps the reader quantitatively and qualitatively understand how segment performance has been and can be
impacted by several product-related factors, including, but not limited to: the addition of new products, the discontinuation of existing products, product modifications, changes in the competitive environment and regulatory changes.1 We also note that, beginning with the Company’s first quarter 2025 Form 10-Q, we began disclosing in Note 19. Segment

1
 Our rationale for using Annualized New Business Premiums, along with other segment-specific measures of
performance, is discussed in “Segment Measures” on page 59 in our 2024 Form 10-K.

 3

Information in the Company’s consolidated financial statements expanded income statement-level detail by segment on an adjusted operating income (“AOI”) basis, including
with respect to “Premiums” and “Policy charges and fee income.” While not at the product- or product type-level, we believe this additional detail further enhances the reader’s understanding of segment-level performance for
both revenues and expenses.

 In light of the foregoing, we respectfully note that we do not believe additional MD&A
disclosure regarding “Premiums” or “Policy charges and fee income” at the product- or product type-level would be material or otherwise necessary for “an understanding of [the Company’s] business” as
required and contemplated by Item 303.

 “Policyholders’ account balances”

With respect to the Staff’s request to provide detail of “Policyholders’ account balances” by product or
product type at the consolidated and/or segment level at each period-end presented, we respectfully note that we already disclose additional detail on “Policyholders’ account balances
(“PHAB”)” for segments with significant balances and separate account balances and rollforwards by segment in the notes to the Company’s consolidated financial statements.2 We
also provide detail for the segment measure Account Values for the Retirement Strategies segment and Assets Under Management for the PGIM segment, which we believe are key indicators of these segments’ current and future financial
position and profitability, as they provide a greater understanding of key sources of revenue (e.g., policy charges and fees) that may not directly correspond to GAAP assets on the Consolidated Financial Statements.3 We believe collectively these disclosures provide readers with a similar substantive understanding as compared to the information requested in this portion of the Staff’s comment, making the
latter unnecessary for “an understanding of [the Company’s] business” as required and contemplated by Item 303.

We also respectfully note that we are actively assessing certain aspects of our historical Form
10-K disclosures to determine what enhancements might be made in future filings. One of the sections we have re-evaluated and intend to update is the product information
included in the segment narrative in Item 1. Business. We note that our historical disclosures go beyond addressing the products which are “material to an understanding of the Company’s business taken as a whole” as required by Item
101 of Regulation S-K. We expect to focus this discussion in the 2025 Form 10-K and beyond to highlight the most significant products to better focus readers’
understanding of our business rather than covering the full extent of our product portfolio, as we have historically done. In conjunction with this change, we plan to make corresponding updates to the segment-related disclosures in the MD&A to
ensure congruency.

 As part of our routine disclosure procedures, we will continue to assess and adapt our consolidated
and segment-level MD&A disclosures to provide investors with the information

2
 See Note 13, Policyholders’ Account Balances, beginning on page 239, and Note 8, Separate Accounts,
beginning on page 224, respectively, of our 2024 Form 10-K.

3
 See page 59 in our 2024 Form 10-K for a discussion of these
measures.

 4

we believe will enhance the understanding our financial condition, including, to the extent determined material, specific disclosures at the product and/or product-type level. We represent that
we will consider the suggestions you have made as part of that process.

 Retirement Strategies – Adjusted Operating Income, page
75

2.
 We note your disclosure that adjusted operating income excludes the change in the fair value of the
embedded derivative associated with future projected renewals and only includes the change associated with the current term elected by the policyholder. Please confirm that this adjustment is quantified in the “Change in the value of the non-MRB liabilities, excluding changes in the NPR adjustment” line-item in the table on page 80. If not, please tell us the impact on adjusted operating income in 2024, 2023, and 2022 from this adjustment.
Please tell us and if material, revise future filings to explain why you back this impact out and why the resulting measure is useful for management and investors.

Response:

We acknowledge the Staff’s comment and confirm the adjustment to exclude the change in the fair value of the embedded
derivative associated with future projected renewals from AOI is included in the “Change in the value of the non-MRB liabilities, excluding changes in the NPR adjustment” line item in the referenced
disclosure.

 As disclosed in footnote 4 in the referenced table, this adjustment:

“Represents the change in the liability for our fixed and variable indexed annuities, including the fair value of
embedded derivative instruments associated with those products, which is measured utilizing a valuation methodology required under U.S. GAAP. The total GAAP liability includes the fair value of all index credits for the current term and all future
projected renewals of the policy; however, only changes in the liability associated with the current term elected by the policyholder are included in adjusted operating income, while changes in the liability associated with all future projected
renewals of the policy are excluded from adjusted operating income.”

 The Company’s AOI policy reflects this
distinction between the change in the liability related to index credits for the current term versus the change associated with future projected renewals of the policy. We only purchase hedging derivatives related to the index credits for the
current term of the policy, which is viewed as the economic portion of the liability. Upon policyholder renewal at the end of the current term, the payout from the hedge is expected to cover the interest credited associated with this index term, and
new hedging derivatives – consistent with the policyholder’s elections upon renewal – are purchased to align with the new current term, with this process continually repeating over the life of the policy. Because we can eliminate
certain index strategies or change certain crediting parameters at the end of each index-crediting period, and because policyholders can transfer funds between indexed or fixed strategies upon renewal, we only hedge the current index term for which
there is certain

 5

economic exposure. We, therefore, in turn, consider the liability related to index credits for future projected renewals as non-economic and exclude
changes in the fair value from AOI.

 Notwithstanding the foregoing, in the interests of more fulsome disclosure, we will
expand our existing disclosure within the Retirement Strategies segment discussion in the MD&A by incorporating the following edits in future filings:

Retirement Strategies – Adjusted Operating Income, page 76 (proposed changes in underlined
italics)

 Under U.S. GAAP, policyholder liabilities associated with our fixed and variable indexed annuity
products are recorded in “Policyholders’ account balances,” and include both the contract value that has accrued to the benefit of the policyholder and the fair value of embedded derivative instruments associated with the index-linked
features for these products. The change in the liability for these products is measured utilizing a valuation methodology required under U.S. GAAP and includes the fair value of all index credits for the current term and future projected renewals of
the policy. For the purpose of measuring segment performance, however, adjusted operating income reflects only the change in the liability associated with the current term elected by the policyholder, which is the component of the liability
the C

June 24, 2025
Yanela Frias
Chief Financial Officer
Prudential Financial, Inc.
751 Broad Street
Newark, NJ 07102
Re:Prudential Financial, Inc.
Form 10-K for Fiscal Year Ended December 31, 2024
File No. 001-16707
Dear Yanela Frias:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations,
page 51
1.We note your disclosure related to products offered by each segment in your business
section starting on page 3. In order to provide investors with a clear understanding of
material trends and the drivers of financial results, please revise MD&A in future
filings to:

•Provide detail of “Premiums” and “Policy charges and fee income” by product or
product type at the consolidated and/or segment level for each period presented.
Also include appropriate discussion of relevant material trends.

•Provide detail of “Policyholders’ account balances” by product or product type at
the consolidated and/or segment level at each period end presented.

June 24, 2025
Page 2
Retirement Strategies - Adjusted Operating Income, page 75
2.We note your disclosure that adjusted operating income excludes the change in the
fair value of the embedded derivative associated with future projected renewals and
only includes the change associated with the current term elected by the policyholder.
Please confirm that this adjustment is quantified in the “Change in the value of the
non-MRB liabilities, excluding changes in the NPR adjustment” line-item in the table
on page 80.  If not, please tell us the impact on adjusted operating income in 2024,
2023, and 2022 from this adjustment. Please tell us and if material, revise future
filings to explain why you back this impact out and why the resulting measure is
useful for management and investors.
General
3.We note your reconciliation between core adjusted operating income and the
comparable GAAP measure on slides 22 and 23 in the 1Q25 Prudential Financial, Inc.
Earnings Conference Call Presentation included in the Investor Relations section of
your web-site.

•Please provide us a description of each adjustment after adjusted operating
income before income taxes to get to core adjusted operating income before taxes
clearly describing the nature of and reasons for the components being backed out
and / or added in to allow us to fully understand why the resulting measure is
useful for management and investors. Specifically quantify the amounts
included/excluded to get to average expectations of alternative investment
income, underwriting income and expected expenses and other items.

•Please tell us how you considered whether core adjusted operating income and
related measures substitute individually tailored recognition and measurement
methods for those of US GAAP and whether the resulting measure is misleading
and violates Rule 100(b) of Regulation G. Please refer to Question 100.04 of the
Compliance and Disclosure Interpretations on Non-GAAP Financial Measures for
additional information.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.

June 24, 2025
Page 3
            Please contact Michael Volley at 202-551-3437 or Amit Pande at 202-551-3423 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Brian Spitser

September 25, 2024
Ann Kappler
Executive Vice President, General Counsel & Chief Compliance Officer
Prudential Financial Inc.
751 Broad Street
Newark, New Jersey 07102
Re:Prudential Financial Inc.
Form 8-K filed February 13, 2024, as amended February 21. 2024
File No. 001-16707
Dear Ann Kappler:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Brian P. Spitser

CORRESP
1
filename1.htm

CORRESP

 Prudential Financial, Inc.

 751 Broad
Street

 Newark, New Jersey 07102

 June 21, 2024

 Via Edgar

 Mr. Geoffrey Kruczek

 Mr. James Lopez

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”)

 Amendment No. 1 to Form 8-K filed February 21, 2024

File No. 001-16707

Dear Messrs. Kruczek and Lopez:

 We received your letter dated
June 7, 2024, setting forth a comment of the staff of the Securities and Exchange Commission (the “Commission”) on the Company’s Current Report on Form 8-K filed February 13, 2024, as
amended February 21, 2024, regarding a threat actor that gained unauthorized access to certain of our information systems (the “Cybersecurity Incident”). For your convenience, we have included the staff’s comment below along with
our response.

 Current Report on Form 8-K filed February 13, 2024, as amended
February 21, 2024

 General

1.
 We note the statement that you experienced a cybersecurity incident that has not had a material impact on
your operations. Please advise us as to why you determined to file under Item 1.05 of Form 8-K given the statement that the incident has not had a material impact on your operations, and you have not
determined the incident is reasonably likely to materially impact your financial condition or results of operations.

 Response

 We filed disclosure regarding the Cybersecurity Incident under Item 1.05 of Form 8-K for the following
reasons, notwithstanding our determination that the Cybersecurity Incident had not had a material impact on our operations and was not reasonably likely to materially impact our financial condition or results of operations:

1.
 At the time of our initial filing, the Commission’s cybersecurity incident disclosure rule pursuant to
Item 1.05 of Form 8-K (the “New Rule”) had been in effect less than two months, and only a small number of issuers had disclosed cybersecurity incidents pursuant to the New Rule. Moreover, there was
limited staff guidance regarding compliance with the New Rule. Therefore, it was highly uncertain how companies should approach compliance during the course of a potentially significant cybersecurity incident, what investor and other market
participant expectations regarding disclosure pursuant to the New Rule would be, and how the SEC would interpret and enforce the New Rule.

2.
 Upon detection, the Company promptly investigated the Cybersecurity Incident with the help of external
cybersecurity experts and other third-party advisors. We endeavored to take into consideration all relevant facts and circumstances when evaluating our reporting obligations, including quantitative and qualitative factors. As our investigation
unfolded, we suspected that the threat actor was a cybercrime group known for its persistence and ability to evade containment. While we ultimately concluded that the incident did not have a material impact on the Company’s operations and was
not reasonably likely to materially impact our financial condition or results of operations, given the uncertainty of the New Rule described above and the additional regulatory and communications considerations described below, we felt prudence and
the spirit of the New Rule favored disclosure over non-disclosure.

3.
 As our investigation, containment efforts, and remediation of the Cybersecurity Incident were ongoing, we were
also preparing to file our Annual Report on Form 10-K. In accordance with Item 106 of Regulation S-K, our Form 10-K included
newly required disclosure about cybersecurity risks, risk management and strategy, and governance. Making such disclosures during the course of an ongoing Cybersecurity Incident and related investigation presented many challenges, including the
potential that our Form 10-K disclosures, with the benefit of hindsight, could be misconstrued as having been misleading (including by omission). We thought that disclosing the Cybersecurity Incident on Form 8-K prior to filing our Form 10-K would allow us to reference the ongoing Cybersecurity Incident in response to Item 106(b)(2) of Regulation
S-K. At the time of the filing of our Form 10-K, these newly required cybersecurity disclosures had been in effect for approximately two months, there was limited staff
guidance regarding compliance with the new requirements, and we felt that prudence and the spirit of compliance with the new requirements favored disclosure over non-disclosure.

4.
 We believed that disclosure of the Cybersecurity Incident on Form 8-K
would allow us to communicate more freely about the Cybersecurity Incident with employees, customers, regulators and other stakeholders.

5.
 At the time of our filing, we were considering potential capital markets transactions (which we subsequently
completed), and we believed that an ongoing and undisclosed cybersecurity incident could hinder our ability to access the capital markets or increase the risk of frivolous lawsuits or potential liability under the securities laws if our disclosures,
with the benefit of hindsight, were misconstrued as having been misleading (including by omission).

 We also considered whether to file our Form 8-K under Item 7.01 or
Item 8.01 of Form 8-K instead of Item 1.05. We ultimately decided to file under Item 1.05 because, although we did not consider the Cybersecurity Incident to be material, we believed it was uncertain,
following effectiveness of the New Rule, whether the staff would consider disclosure of a cybersecurity incident under Item 7.01 or Item 8.01 to be deficient. As a result of the foregoing considerations, notwithstanding our conclusion that the
Cybersecurity Incident did not have a material impact on the Company’s operations and was not reasonably likely to materially impact our financial condition or results of operations, we felt prudent risk management and the spirit of the
Commission’s cybersecurity disclosure rules favored disclosure over non-disclosure.

 We are aware of the
subsequent statement by the Director of the Division of Corporation Finance, issued on May 21, 2024, wherein he expresses the view that “[i]f a company chooses to disclose a cybersecurity incident for which it has not yet made a
materiality determination, or a cybersecurity incident that the company determined was not material, the Division of Corporation Finance encourages the company to disclose that cybersecurity incident under a different item of Form 8-K (for example, Item 8.01).” We will be mindful of this guidance if and when we consider disclosure of future cybersecurity incidents.

Please feel free to call Brian Spitser, the Company’s Chief Disclosure Counsel, at (973) 802-7848 if you have any
questions about this response letter.

Very truly yours,

 /s/ Ann Kappler

Ann Kappler

 Executive Vice President, General Counsel & Chief Compliance Officer

United States securities and exchange commission logo
June 7, 2024
Ann Kappler
Executive Vice President, General Counsel & Chief Compliance Officer
Prudential Financial Inc.
751 Broad Street
Newark, New Jersey 07102
Re:Prudential Financial Inc.
Amendment No. 1 to Form 8-K filed February 21, 2024
File No. 001-16707
Dear Ann Kappler:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe
the comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Current Report on Form 8-K filed February 13, 2024, as amended February 21, 2024
General
1.We note the statement that you experienced a cybersecurity incident that has not had a
material impact on your operations. Please advise us as to why you determined to file
under Item 1.05 of Form 8-K given the statement that the incident has not had a material
impact on your operations, and you have not determined the incident is reasonably likely
to materially impact your financial condition or results of operations.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Geoffrey Kruczek at 202-551-3641 or James Lopez at 202-551-3536 with
any other questions.

 FirstName LastNameAnn Kappler
 Comapany NamePrudential Financial Inc.
 June 7, 2024 Page 2
 FirstName LastName
Ann Kappler
Prudential Financial Inc.
June 7, 2024
Page 2
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Brian P. Spitser

CORRESP
1
filename1.htm

CORRESP

 April 3, 2018

VIA EDGAR

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Prudential Financial, Inc.

 Registration Statement on Form
S-4 (No. 333-223104)

 Ladies and Gentlemen:

In registering the 3.905% Senior Notes due 2047 (the “New 2047 Notes”) to be received in exchange for the privately placed
3.905% Senior Notes due 2047 (the “Old 2047 Notes”) and the 3.935% Senior Notes due 2049 (the “New 2049 Notes” and, together with the New 2047 Notes, the “New Notes”) to be received in exchange for
the privately placed 3.935% Senior Notes due 2049 (the “Old 2049 Notes” and, together with the Old 2047 Notes, the “Old Notes”) pursuant to the exchange offers of New Notes for Old Notes (each, an “Exchange
Offer” and together, the “Exchange Offers”), Prudential Financial, Inc., a New Jersey corporation (the “Issuer”), is relying on the positions enunciated by the staff of the Securities and Exchange
Commission in Exxon Capital Holdings Corporation (avail. May 13, 1988) (“Exxon”) and Morgan Stanley & Co. Incorporated (avail. June 5, 1991), as interpreted in the staff’s letter
to Shearman & Sterling (avail. July 2, 1993).

 The Issuer has not entered into any arrangement or
understanding with any person to distribute the New Notes to be received in the Exchange Offers and the Issuer is not aware of any person that will participate in the Exchange Offers with a view to the distribution (within the meaning of the
Securities Act of 1933, as amended (the “Securities Act”)), of the New Notes to be received in the Exchange Offers. In this regard, the Issuer will make each person participating in an Exchange Offer aware (through the prospectus
for the Exchange Offers or otherwise) that, if such person is participating in an Exchange Offer for the purpose of participating in a distribution of the New Notes to be acquired in that Exchange Offer, such person (1) could not rely on the
staff position enunciated in Exxon or interpretive letters of similar effect and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and be
identified as an underwriter in the prospectus.

 The Issuer will include in the letter of transmittal or similar documentation to be
delivered by an exchange offeree in order to participate in an Exchange Offer, the following additional provisions:

(a)
if the exchange offeree is a broker-dealer holding Old Notes acquired for its own account as a result of market-making activities or other trading activities, an acknowledgment by such broker-dealer that it will deliver
a prospectus meeting the requirements of the Securities Act in connection with any resale by it of New Notes received in respect of such Old Notes pursuant to that Exchange Offer; and a statement to the effect that by so acknowledging and by
delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act; and

(b)
an acknowledgement that the exchange offeree does not intend to engage in a distribution of the New Notes.

 Very truly yours,

PRUDENTIAL FINANCIAL, INC.

By:

/s/ John. M. Cafiero

 John. M. Cafiero

 Vice President and
Corporate Counsel

CORRESP
1
filename1.htm

CORRESP

 April 3, 2018

VIA EDGAR SUBMISSION

 U.S. Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

 Attention: Christopher Edwards

Re:
Prudential Financial, Inc.

 Registration Statement on Form S-4

 Initially Filed on February 20, 2018

File No. 333-223104

Request for Acceleration

 Ladies and
Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Prudential Financial, Inc., a New Jersey
corporation (the “Company”), hereby requests that the effective date of its Registration Statement on Form S-4 (File No. 333-223104) (the
“Registration Statement”) be accelerated and that the Registration Statement be declared effective at 4:00 p.m., Washington, D.C. time, on April 5, 2018, or as soon thereafter as practicable. The Company hereby acknowledges
that:

•

should the Securities and Exchange Commission (the “Commission”) or the Commission’s staff (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement
effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and
accuracy of the disclosure in the Registration Statement; and

•

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Sincerely,

PRUDENTIAL FINANCIAL, INC.

 By:

/s/ John. M. Cafiero

 John. M. Cafiero

 Vice President and Corporate Counsel

May 14 , 201 5

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 completed our review of your filing. We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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. We ur ge 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 rules require.

Sincerely,

 /s/ Joel Parker

Joel Parker
Accoun ting Branch Chief

CORRESP
1
filename1.htm

Correspondence

 Robert D. Axel

 Senior Vice
President and Principal Accounting Officer

 100 Mulberry Street, Newark NJ 07102-2917

Tel 973 802-3555     Fax 973 802-9065

April 21, 2015

 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 Fiscal Year Ended
December 31, 2014

 Filed February 20, 2015

File No. 001-16707

 Dear
Mr. Rosenberg:

 We received your letter dated April 7, 2015, setting forth comments 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, 2014 (the “2014
 Form 10-K”). For your convenience, we have included the staff’s comments below
along with our responses.

 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 factors 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 embedded derivative liability at December 31, 2014 in comparison to 81% at December 31, 2013.

Response:

 In the
Notes to Consolidated Financial Statements included in Item 8 of the 2014 Form 10-K on pages 308 and 311, the Company disclosed the following in regard to its valuation of optional living benefit features, including the incorporation of NPR in
the valuation of the embedded derivatives associated with those features:

 Mr. Jim B. Rosenberg

U.S. Securities and Exchange Commission

 April 21, 2015

Page 2

 Page 308

“Future Policy Benefits —The liability for future policy benefits is related to guarantees primarily associated with the optional
living benefit features of certain variable annuity contracts offered by the Company’s Individual Annuities segment, including GMAB, GMWB and GMIWB, accounted for as embedded derivatives. The fair values of the GMAB, GMWB and GMIWB liabilities
are calculated as the present value of future expected benefit payments to customers less the present value of assessed rider fees attributable to the embedded derivative feature. This methodology could result in either a liability or
contra-liability balance, given changing capital market conditions and various actuarial assumptions.”

 “In the risk neutral
valuation, the initial swap curve drives the total return used to grow the policyholders’ account values. The Company’s discount rate assumption is based on the LIBOR swap curve adjusted for an additional spread relative to LIBOR to
reflect NPR.”

 Page 311 (Footnote 6)

“To reflect NPR, the Company incorporates an additional spread over LIBOR into the discount rate used in the valuation of individual
living benefit contracts in a liability position and generally not to those in a contra-liability position. The NPR spread reflects the financial strength ratings of the Company, as these are insurance liabilities and senior to debt. The additional
spread over LIBOR is determined by utilizing the credit spreads associated with issuing funding agreements, adjusted for any illiquidity risk premium.”

As discussed above, the fair value of this liability is calculated as the present value of future expected benefit payments to customers less
the present value of future expected rider fees collected from customers attributed to the embedded derivative. The long duration of expected benefit payments to customers impacts the sensitivity of the fair value of the embedded derivative
liability. As of December 31, 2014, the absolute level of expected benefit payments peaks approximately 25 years into the projection period, with sizeable benefit payments continuing 30 or more years into the future. The assessed rider fees are
collected quarterly beginning at contract inception until the account value is exhausted, which is when benefit payments generally begin and, therefore, the assessed rider fees have a much shorter duration relative to the projected benefit payments.

 Mr. Jim B. Rosenberg

U.S. Securities and Exchange Commission

 April 21, 2015

Page 3

 The present value calculation uses a discount rate that is determined based on the LIBOR swap
curve plus a credit spread based on the Company’s NPR. LIBOR swap rates declined significantly in 2014, which increased the fair value of this liability. Since the magnitude of NPR is correlated to the size of the pre-NPR liability, NPR
increased due to the increase in the pre-NPR liability. The LIBOR swap and NPR credit spread rates were as follows:

December 31, 2013

December 31, 2014

 30 Year LIBOR swap rate

3.92
%

2.70
%

 30 Year NPR credit spread rate

1.09
%

1.30
%

 The liabilities are highly sensitive to changing capital markets conditions. Changes in the LIBOR swap rates
impact account value growth and discounting for U.S. GAAP valuation, while changes in the NPR credit spread rates only impact discounting. As discussed in the disclosures referenced above, this can result in scenarios where the embedded derivative
is either a liability or contra-liability balance. The total impact of NPR movements is driven primarily by the change in the embedded derivative liability before applying NPR, and the change in the NPR credit spreads. Since NPR credit spreads can
increase or decrease independently of LIBOR swap rates, this movement can drive a larger or smaller NPR balance that may not correlate to the change in the pre-NPR embedded derivative liability.

The NPR adjustment as a percentage of the pre-NPR embedded derivative liability is expected to change as the level and shape of the NPR curve,
portion of the business subject to NPR adjustments and projected cash flows change. Therefore, comparing the NPR adjustment to the total pre-NPR embedded derivative liability results in distorted ratios. An alternative comparison would be between
the NPR adjustment and the pre-NPR embedded derivative liability for the business affected by the NPR adjustments, illustrated as follows:

December 31,

2013

2014

(in billions)

 Fair Value of Net Embedded Derivative Liability, excluding NPR (“Net Liability”)

$
2.7

$
14.8

 Comprised of:

 Contracts in a Liability Position (portion affected by NPR adjustment) (“Gross Liability”)

$
4.2

$
15.4

 Contracts in a Contra-Liability Position

$
1.5

$
0.6

 NPR Adjustment

$
2.2

$
6.7

 % of NPR to Net Liability

81
%

45
%

 % of NPR to Gross Liability

52
%

44
%

 Mr. Jim B. Rosenberg

U.S. Securities and Exchange Commission

 April 21, 2015

Page 4

 NPR as a percentage of the pre-NPR liabilities subject to NPR decreased from 52% to 44%. The
sensitivity of the liability to the movements in the swap curve, which impacts both account value growth and discounting, is much greater than the sensitivity of the NPR adjustment, which impacts only discounting. Absent a change in the NPR curve
itself, we expect this ratio will decrease as the pre-NPR liability increases due to lower LIBOR swap rates given their current respective sensitivities.

The Company has provided disclosures in Quantitative and Qualitative Disclosures about Market Risk included in Item 7A of the 2014 Form
10-K on pages 191-193 to illustrate the sensitivity of the embedded derivatives to reasonably likely future changes in interest rates and our NPR credit spreads.

2.
Regarding your tabular disclosure on page 94, please provide us with an 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.

 Response:

The response below provides descriptions of the line items within the tabular disclosure on page 94 and the correlation of those line items to
the table on page 93.

 The primary differences between the results disclosed on page 94 (“Living Benefits Results Table”) and
page 93 (“Embedded Derivative Liability Table”) are driven by the aggregate reporting of our annual assumption update in “Net impact of assumption updates and other refinements” within the Living Benefit Results Table. This
includes: (a) the impact of the annual assumption update on our hedge target; (b) related changes in the NPR adjustment; (c) related changes in amounts attributable to the difference between the value of the hedge target and the value
of the embedded derivative as defined by U.S. GAAP; and (d) related amortization of DAC and other costs. The amounts included within “Net impact of assumption updates and other refinements” for the year ended December 31, 2014
are as follows:

2014

(in millions)

 Change in fair value of hedge positions

$
0

 Change in value of hedge target

(1,263
)

 Mr. Jim B. Rosenberg

U.S. Securities and Exchange Commission

 April 21, 2015

Page 5

 Change in portions of U.S. GAAP liability, before NPR, excluded from hedge target

(318
)

 Change in the NPR adjustment

618

 Subtotal

(963
)

 Related benefit/(charge) to amortization of DAC and other costs

332

 Net impact of assumption updates and other refinements

$
(631
)

 Additionally, the change in value of the hedge target includes assessed rider fees attributable to the
applicable living benefit features recognized for the period. As discussed above, the fair value of this liability is calculated as the present value of future expected benefit payments to customers less the present value of assessed rider fees
attributable to the embedded derivative feature. Assuming all else being equal, this liability will increase as the amount of future projected assessed rider fees are collected due to differences between the timing of fees collected (begins at
inception of the contract until account value is exhausted) and benefit payments made (generally begin when account value is exhausted). In this scenario, the increase in this liability would be offset by income generated from the collection of
assessed rider fees. The Living Benefit Results Table on page 94 reflects this offset.

 Change in fair value of hedge positions:

 This represents the change in the fair value of the derivatives utilized as part of the Company’s hedging strategy to help manage
the capital market risks associated with our living benefit guarantees. The Company enters into a range of exchange-traded, cleared and over-the-counter equity and interest rate derivative positions to offset risks related to the change in the hedge
target liability. The change in the fair value of these positions reflects market movements over the period as well as interim settlements, corresponding hedging trading decisions and other observable market inputs.

Correlation to disclosures within the Embedded Derivative Liability Table: This item is not disclosed within the Embedded Derivative
Liability Table.

 Change in value of hedge target:

This represents the change in the value of our hedge target liability. The Company’s hedging program utilizes an internally-defined hedge
target liability, which is valued on a mark-to-market basis like the U.S. GAAP liability and, in certain equity market and interest rate scenarios, could be an asset. The modifications to our assumptions used in the U.S. GAAP valuation to arrive at
the hedge target liability are disclosed on page 93 and provided below:

 Mr. Jim B. Rosenberg

U.S. Securities and Exchange Commission

 April 21, 2015

Page 6

 “As currently defined, our hedge target includes the following modifications to the
assumptions used in the U.S. GAAP valuation:

•

The impact of NPR is excluded to maximize protection against the entire projected claim irrespective of the possibility of our own default.

•

The assumptions used in the projection of customer account values for fixed income and equity funds and the discounted net living benefits (claims less fees) are adjusted to reflect returns in excess of risk-free rates
equal to our expectations of credit risk premiums.

•

Actuarial assumptions are adjusted to remove risk margins and reflect our best estimates.”

Correlation to disclosures within the Embedded Derivative Liability Table: For the year ended December 31, 2014, the change in
value of hedge target line item excludes an increase in the hedge target liability of approximately $1.3 billion resulting from the impact of our 3Q14 annual assumption update which is reported within the “Net impact of assumption updates and
other refinements” line item in the Living Benefits Results Table. In addition, the change in value of hedge target in the Living Benefits Results Table includes the receipt of attributed rider fees of approximately $1.0 billion.

Change in portions of U.S. GAAP liability, before NPR, excluded from hedge target; and change in the NPR adjustment:

The change in portions of U.S. GAAP liability, before NPR, excluded from hedge target represents differences between our pre-NPR U.S. GAAP
embedded derivative liability and internally-defined hedge target liability. Those differences and the change in NPR adjustment are discussed in more detail above.

Correlation to disclosures within the Embedded Derivative Liability Table: For the year ended December 31, 2014, these line items
exclude a net loss of $0.3 billion and net gain of $0.6 billion, respectively, related to the 3Q14 assumption update. The aggregate 3Q14 assumption update impact, net of DAC and other costs, is reported within the “Net impact of assumption
updates and other refinements” line item in the Living Benefits Results Table.

 In addition, tell us how this information
correlates to:

•

the table on page 93, which shows a reconciliation between the fair value of the embedded derivative as defined by U.S. GAAP and the value of your hedge target; and

 Mr. Jim B. Rosenberg

U.S. Securities and Exchange Commission

 April 21, 2015

Page 7

 Response:

In our response above, we have noted the primary differences between the two tables as resulting from the presentation of the 3Q14 annual
assumption update and the receipt of attributed rider fees. The Company has elected to present the assumption update in aggregate as management believes that is the most relevant view for the users of our financial statements.

In order to provide a reconciliation between the Living Benefits Results Table on page 94 and the Embedded Derivative Liability Table on page
93, assuming no change in facts requiring different disclosure, the Company proposes the following modification to footnote (2) on page 94 in future periodic filings, beginning with its Form 10-Q for the quarterly period ended June 30,
2015:

 (2) Excludes the impacts of assumption updates and other refinements, and includes rider fees received attributable to future
benefit payments. For both the three and six months ended June 30, 2015, the assumption update impact to the 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 was approximately $XX billion, $XX billion and $XX billion, respectively. Attributed fees received for the three and six months ended June 30, 2015, were approximately $XX billion and $XX billion, respectively, and were included
in “Change in value of hedge target.”

•

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.

Response:

 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 refer to the impact recorded within “Realize

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

June 24 , 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 completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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
feder al securities laws of the United States.  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 ru les require.

Sincerely,

 /s/ Joel Parker

Joel Parker
Accounting Branch Chief

CORRESP
1
filename1.htm

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

 June 7, 2013

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 Fiscal Year Ended December 31, 2012

Filed February 22, 2013

File No. 001-16707

 Dear Mr. Rosenberg:

 As discussed during my telephone conversation with Tabatha Akins on May 14, 2013, regarding our April 23, 2013 response to the comments of the staff of the Securities and Exchange Commission
(the “Commission”) included in the Commission’s April 9, 2013 letter, we have prepared an updated response to the comment below regarding our disclosure of the Impact of a Low Interest Rate Environment included in the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012. For your convenience, we have included the staff’s comment along with our updated response. I am also confirming that we will include this disclosure in
future quarterly filings, beginning with the Company’s Form 10-Q for the quarterly period ended June 30, 2013.

 Form 10-K for
Fiscal Year Ended December 31, 2012

 Item 7. Management’s Discussion and Analysis of 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.).

Response:

 As of March 31, 2013, nearly all of the Company’s domestic Financial Services Businesses’ account values with guaranteed minimum crediting rates had a difference of less than 200 basis
points (bps) between the interest rates currently being credited to contractholders, and the respective guaranteed minimums. Therefore, assuming no change in facts requiring different disclosure, the Company proposes to include the following
presentation of domestic Financial Services Businesses’ account values with guaranteed minimum crediting rates in future quarterly filings:

 Mr. Jim B. Rosenberg

 U.S. Securities and Exchange Commission

 June 07, 2013

Page 2

Account Values with Current Crediting Rates:

At
guaranteed
minimum

1 - 49 bps
above
guaranteed
minimum

50 - 99 bps
above
guaranteed
minimum

100 - 150
bps
above
guaranteed
minimum

Greater than
150 bps
above
guaranteed
minimum

Total

($ billions)

 Guaranteed Minimum Crediting Rates:

 Less than 1%

$
    xx

$
    xx

$
    xx

$
    xx

$
    xx

$
    xx

 1% - 1.99%

xx

xx

xx

xx

xx

xx

 2% - 3%

xx

xx

xx

xx

xx

xx

 Greater than 3%

xx

xx

xx

xx

xx

xx

 Total

$
    xx

$
    xx

$
    xx

$
    xx

$
    xx

$
    xx

 Percentage of total

xx
%

xx
%

xx
%

xx
%

xx
%

xx
%

 * * * *

 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 B.
Sayre

 Peter B. Sayre

 Senior Vice
President and Principal Accounting Officer

Copies to:

Robert M. Falzon

Susan L. Blount

CORRESP
1
filename1.htm

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

 May 31, 2013

 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 Fiscal Year Ended December 31, 2012

Filed February 22, 2013

File No. 001-16707

 Dear Mr. Rosenberg:

 Reference is made to your initial letter dated April 9, 2013, and my telephone conversation with Tabatha Akins on May 14, 2013, setting forth additional comments of the staff of the Securities
and Exchange Commission regarding our disclosure of the Impact of a Low Interest Rate Environment included in the above-referenced filing. We are submitting this letter to confirm, pursuant to my conversation with Ms. Akins on May 29,
2013, that the Company intends to respond to your request on or before June 7, 2013.

 Please feel free to call me at
973-802-6309 if you have any questions.

 Very truly yours,

 /s/ Peter B. Sayre

 Peter B. Sayre

 Senior Vice President and Principal Accounting Officer

 Copies to:

Robert M. Falzon

Susan L. Blount

CORRESP
1
filename1.htm

Response Letter

 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

 April 23, 2013

 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 Fiscal Year Ended December 31, 2012

 Filed February 22,
2013

 File No. 001-16707

 Dear Mr. Rosenberg:

 We received your letter dated
April 9, 2013, setting forth comments 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, 2012 (the “2012 Form
10-K”). For your convenience, we have included the staff’s comments below along with our responses.

 Form 10-K for Fiscal Year
Ended December 31, 2012

 Item 7. Management’s Discussion and Analysis of 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.).

Response:

 As of March 31, 2013, nearly all of the Company’s domestic Financial Services Businesses account values with guaranteed minimum crediting rates had less than a 2% difference between the interest
rates currently being credited to contractholders, and the respective guaranteed minimums. Therefore, assuming no change in facts requiring different disclosure, the Company proposes to include the following presentation of domestic Financial
Services Businesses

 Mr. Jim B. Rosenberg

 U.S. Securities and Exchange Commission

 April 23, 2013

 Page
 2

account values with guaranteed minimum crediting rates in future annual filings, beginning with its Form 10-K for the fiscal year ended December 31, 2013:

Account
Value

% of Total

($ billions)

 Contracts at guaranteed minimum crediting rate

$
xx

xx
%

 Contracts above guaranteed minimum crediting rate by:

 0% - 0.49%

xx

xx

 0.5% - 0.99%

xx

xx

 1% - 1.49%

xx

xx

 1.5% - 2%

xx

xx

 greater than 2%

xx

xx

 Total contracts with guaranteed minimum crediting rates

$
xx

xx
%

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.

 Response:

 Assuming no change in facts requiring
different disclosure, the Company proposes to include the following update to the relevant portion of the disclosure shown below, with modified language shown in underline and italics, in future annual filings, beginning with its Form 10-K for the
fiscal year ended December 31, 2013:

 For the domestic Financial Services Businesses’
general account, we expect annual scheduled payments and pre-payments to be approximately 10% of the total fixed maturity securities and commercial mortgage loans through 2014. The domestic Financial Services Businesses’ general account has
approximately $xxx billion of such assets (based on net carrying value) as of December 31, 2013. As these assets mature, the current average portfolio income yield for fixed maturities and commercial mortgage loans of approximately x% is
expected to decline due to reinvesting in a lower interest rate environment. Included in the $xxx billion of fixed maturity securities and commercial mortgage loans are approximately $xx billion that are subject to call or redemption features
at the issuer’s option, of which approximately x% contain prepayment penalties. As of December 31, 2013, these assets had a weighted average interest rate of x%.

 Mr. Jim B. Rosenberg

 U.S. Securities and Exchange Commission

 April 23, 2013

 Page
 3

 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.

 Response:

 Assuming no change in facts requiring
different disclosure, the Company proposes to include the following update to the relevant portion of the disclosure shown below, with modified language shown in underline and italics, in future annual filings, beginning with its Form 10-K for the
fiscal year ended December 31, 2013:

 The declaration and payment of
dividends on the Common Stock is limited by New Jersey corporate law, pursuant to which Prudential Financial cannot pay a Common Stock dividend if, after giving effect to that dividend, either (a) the Company would be unable to pay its debts as
they become due in the usual course of its business or (b) the Company’s total assets would be less than its liabilities. This limitation is applied both as if the Financial Services Businesses were a separate corporation and on a
consolidated basis after taking into account dividends on the Class B Stock. In addition, the terms of the Company’s outstanding junior subordinated debt include a “dividend stopper” provision that restricts the payment of dividends
on the Common Stock and Class B Stock if interest payments are not made on the junior subordinated debt. The terms of the Class B Stock also restrict dividends on the Common Stock in certain circumstances as described below.

As of December 31, 2013, the Company’s U.S. GAAP Retained Earnings were
$x.x billion. Other than the above limitations, this amount is free of restrictions for the payment of Common Stock dividends. However, Common Stock dividends will be dependent upon the financial condition, results of operations, cash needs, future
prospects and other factors relating to the Financial Services Businesses, including cash available to Prudential Financial, the parent holding company. The principal sources of funds available to Prudential Financial are dividends and
returns of capital from its subsidiaries, repayments of operating loans from its subsidiaries and cash and short-term investments. The primary uses of funds at Prudential Financial include servicing its debt, operating expenses, capital
contributions and loans to subsidiaries, the payment of declared shareholder dividends and repurchases of outstanding shares of Common Stock if executed under Board authority. As of December 31, 2013, Prudential Financial had cash and short
term investments, excluding amounts held in an intercompany liquidity account, of $x,xxx million.

 Mr. Jim B. Rosenberg

 U.S. Securities and Exchange Commission

 April 23, 2013

 Page
 4

 Future cash available at
Prudential Financial to support the payment of future Common Stock dividends is dependent on the receipt of dividends or other funds from its subsidiaries, the majority of which are subject to comprehensive regulation, including limitations on their
payment of dividends and other transfers of funds, which are discussed below.

 With respect to Prudential Insurance, the Company’s primary domestic insurance subsidiary, New Jersey insurance law provides that, except in the case of extraordinary dividends (as described below),
all dividends or other distributions paid by Prudential Insurance may be paid only from unassigned surplus, as determined pursuant to statutory accounting principles, less cumulative unrealized investment gains and losses and revaluation of assets
as of the prior calendar year-end. As of December 31, 2013, Prudential Insurance’s unassigned surplus was $x,xxx million, and it recorded applicable adjustments for cumulative unrealized investment gains of $x,xxx million. Prudential
Insurance must give prior notification to the New Jersey Department of Banking and Insurance (the “Department”) of its intent to pay any such dividend or distribution. Also, if any dividend, together with other dividends or distributions
made within the preceding twelve months, exceeds the greater of (i) 10% of Prudential Insurance’s statutory surplus as of the preceding December 31 ($xxx million as of December 31, 2013) or (ii) its statutory net gain from
operations excluding realized investment gains and losses for the twelve-month period ending on the preceding December 31 ($xxx million for the year ended December 31, 2013), the dividend is considered to be an “extraordinary
dividend” and requires the prior approval of the Department. Under New Jersey insurance law, Prudential Insurance is permitted to pay a dividend of $xxx million in 2014 without prior approval of the Department.

The laws regulating dividends of the states where the Company’s other domestic
insurance subsidiaries are domiciled are similar, but not identical, to New Jersey’s. Prudential Annuities Life Assurance Corporation (“PALAC”), another domestic insurance subsidiary of Prudential Financial that is domiciled in
Connecticut, is permitted to pay a dividend of $xx million in 2014 with prior notification to the Connecticut Department of Insurance.

The Company’s international insurance operations are subject to dividend
restrictions from the regulatory authorities in the jurisdictions in which they operate. With respect to The Prudential Life Insurance Company Ltd. (“Prudential of Japan”) and Gibraltar Life, the Company’s most significant
international insurance subsidiaries, both of which are domiciled in Japan, Japan insurance law provides that common stock dividends may be paid in an amount of up to 83% of prior fiscal year statutory after-tax earnings, after certain reserving
thresholds are met, including providing for policyholder dividends. If statutory retained earnings exceed 100% of

 Mr. Jim B. Rosenberg

 U.S. Securities and Exchange Commission

 April 23, 2013

 Page
 5

statutory paid-in-capital, 100% of prior year statutory after-tax earnings may be paid, after reserving thresholds are met. Dividends in excess of these amounts and other forms of capital
distribution require the prior approval of the Japan Financial Services Agency (“FSA”). Additionally, Prudential of Japan and Gibraltar Life must give prior notification to the FSA of their intent to pay any dividend or distribution. In
2013, Prudential of Japan paid a dividend of ¥xx.x billion, or $xxx million, which was ultimately paid to Prudential Financial. Prudential of Japan has met the statutory retained earnings level necessary to dividend up to 100% of prior year
statutory after-tax earnings. Prudential of Japan’s and Gibraltar Life’s current regulatory fiscal year will end March 31, 2014, at which time the common stock dividend amount permitted to be paid without prior approval from the FSA
will be determinable. Although Gibraltar Life may be able to pay common stock dividends under applicable legal and regulatory restrictions, Gibraltar Life does not anticipate paying common stock dividends for several years as it anticipates
returning capital through other means, such as the repayment of subordinated debt or preferred stock obligations held by Prudential Financial or affiliates. The prior approval of the FSA is required for such capital distributions.

Additionally, although prior regulatory approval may not be required by law for the
payment of dividends up to the limitations described above, in practice, the Company would typically discuss any dividend payments with the applicable regulatory authority prior to payment. Additionally, the payment of dividends by the
Company’s subsidiaries is subject to declaration by their Board of Directors and may be affected by market conditions and other factors.

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 surplus 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.

 Response:

 As disclosed in “Item 2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations—Liquidity and Capital Resources—Capital—Regulatory Capital” on page 176, Prudential Insurance and Prudential Annuities and Life Assurance Corporation had RBC ratios in excess of 400% and Prudential of Japan
and Gibraltar Life consolidated had solvency margin ratios in excess of 800%, as of December 31, 2012. These ratios indicate that each of our major insurance subsidiaries had capital and surplus levels in excess of 4 times the regulatory
minimum.

 Mr. Jim B. Rosenberg

 U.S. Securities and Exchange Commission

 April 23, 2013

 Page
 6

 Assuming no change in facts requiring different disclosure, the Company
proposes to include the following disclosure, with modified language shown in underline and italics, in future annual filings in the Equity Note to our Consolidated Financial Statements beginning with the Company’s Form 10-K for the fiscal year
ended December 31, 2013.

 The Risk Based Capital (“RBC”) ratio is a primary
measure by which the Company and its insurance regulators evaluate the capital adequacy of Prudential Insurance and the Company’s other domestic insurance subsidiaries. The RBC ratio for Prudential Insurance includes both the Financial Services
Businesses and Closed Block Business. RBC is determined by NAIC- prescribed formulas that consider, among other things, risks related to the type and quality of the invested assets, insurance-related risks associated with an insurer’s products
and liabilities, interest rate risks and general business risks. If a subsidiary’s Total Adjusted Capital (“TAC”), as calculated in a manner prescribed by the NAIC, falls below Company Action Level RBC, corrective action is required.
As of December 31, 2013, Prudential Insurance and PALAC both had Total Adjusted Capital levels in excess of x times the regulatory required minimums that would require corrective action.

The FSA utilizes a solvency margin ratio to evaluate the capital adequacy of Japanese insurance companies.
The solvency margin ratio considers the level of solvency margin capital to a solvency margin risk amount, which is calculated in a similar manner to RBC. As of December 31, 2013, Prudential of Japan and Gibraltar Life both had solvency
margin capital in excess of x times the regulatory required minimums that would require corrective action.

 23. Commitments and
Guarantees, Contingent Liabilities 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 the $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.

Response:

 The $90 million reported in the Company’s financial statements represents the offers of judgment sought by the plaintiffs. This amount is not an indication of the Company’s expected loss, if
any, or the Company’s maximum possible loss on such matter. There has been no change in the offers

 Mr. Jim B. Rosenberg

 U.S. Securities and Exchange Commission

 April 23, 2013

 Page
 7

of judgment from the remaining plaintiffs even though summary judgment has been entered against three of the plaintiffs. To clarify this, assuming no ch

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

December 21 , 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
File No. 001-16707

Dear  Mr. Carbone :

We have completed our review of your filing. We remind you that our comments
or changes  to disclosure in response to our comments do not foreclose the Commission
from taking any action with respect to the company or the filing and the company may
not assert staff comments as a defense in any proceeding initiated by the Commission or
any pers on under the federal securities laws of the United States. 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 rules require.

Sincerely,

/s/ Joel Parker

Joel Parker
Accounting Branch Chief

CORRESP
1
filename1.htm

Response to SEC Comment Letter

 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

 December 7, 2012

 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 Fiscal Year Ended December 31, 2011

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. Rosenberg:

         As discussed during our telephone conversation with Frank
Wyman on November 27, 2012, regarding our October 19, 2012 response to the comments of the staff of the Securities and Exchange Commission (the “Commission”) included in the Commission’s October 5, 2012 letter on the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (the “2011 Form 10-K”), we have prepared an updated response to the Commission’s comment regarding Industry Trends included in the 2011
Form 10-K. For your convenience, we have included the staff’s comment below along with our updated response.

 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.
 Please refer to prior comment one. We acknowledge your proposed new disclosure. Please provide us proposed disclosure to be included in future
periodic reports that provides the impact on your operating results of reinvesting future cash flows at rates lower than those guaranteed under your insurance contracts. In addition, include in your proposed disclosure

 Mr. Jim B. Rosenberg

 U.S. Securities and Exchange Commission

 December 7, 2012

 Page
 2

the impact that your asset-liability management process, including related hedging activities, is expected to mitigate this risk.

Response:

 The Company included a disclosure on the impact of the low interest environment, beginning on page 143 of its Form 10-Q for the quarterly period ended September 30, 2012. Assuming no change in facts
requiring different disclosure, the Company proposes to expand its disclosure to include the impact to its operating results of reinvesting future cash flows in the current low interest rate environment, beginning with its Form 10-K for the fiscal
year ended December 31, 2012. The updated disclosures are shown in underline below:

 The low interest rate environment in the U.S. has resulted in our current reinvestment yields being lower than the overall portfolio income yield, primarily for
our investments in fixed maturity securities and commercial mortgage loans. With the Federal Reserve Board’s decision to keep interest rates low through at least 2014, our portfolio income yields are expected to continue to decline in future
periods.

 For the domestic Financial Services Businesses’ general account, we expect approximately 10% of the fixed maturity securities and commercial mortgage loans
to mature annually through 2014. The domestic Financial Services Businesses’ general account has approximately $xxx billion of such assets (based on net carrying value) as of [quarter end date]. As these assets mature, the current average
portfolio income yield for fixed maturities and commercial mortgage loans of approximately 5% is expected to decline due to reinvesting in a lower interest rate environment.

 The reinvestment of maturities and pre-payments at rates below the current portfolio yield, including in some cases, at rates below those guaranteed under our
insurance contracts, will impact future operating results to the extent we do not reduce crediting rates on in-force blocks of business, or effectively utilize other asset-liability management strategies described below, in order to maintain current
net interest margins. As of [quarter end date], our domestic Financial Services Businesses have approximately $xx billion of insurance liabilities and policyholder account balances. Of this amount, approximately $xx billion represents contracts with
guaranteed minimum crediting rates. The following table sets forth our contracts in the domestic Financial Services Businesses with guaranteed minimum crediting rates, and the related range of the difference between interest rates being credited to
contractholders on these balances as of [quarter end date] and the respective minimum guaranteed rates.

 Mr. Jim B. Rosenberg

 U.S. Securities and Exchange Commission

 December 7, 2012

 Page
 3

Account

Value

% of Total

($
 billions
)

 Contracts at guaranteed minimum crediting rate

$
 xx

xx
%

 Contracts above guaranteed minimum crediting rate by:

 0% - 0.49%

xx

xx

 0.5% - 1%

xx

xx

 greater than 1%

xx

xx

 Total contracts with guaranteed minimum crediting rates

$
 xx

xx
%

 For the contracts above guaranteed minimum crediting rates, although we have the ability to lower crediting rates, our willingness to do so may be limited by
competitive pressures.

 Our domestic Financial Services Businesses also have approximately $xx billion of insurance liabilities and policyholder account balances representing
participating contracts for which the investment risk is expected to ultimately accrue to contractholders. The crediting rates for these contracts are periodically adjusted based on the yield earned on the related assets. The remaining $xx billion
of the $xx billion of insurance liabilities and policyholder account balances in our domestic Financial Services Businesses represents long duration products such as group annuities, structured settlements and insurance reserves that do not have
stated crediting rate guarantees but for which underlying assets may have to be reinvested at interest rates that are lower than portfolio rates. The impact of a prolonged low interest rate environment on these contracts is mitigated through
asset-liability management, as discussed further below.

 For the domestic Financial Services Businesses’ general account, assuming a hypothetical scenario where the
average 10-year U.S. Treasury rate is 1.50% for the period from January 1, 2013 through December 31, 2014, and credit spreads remain unchanged from current levels as of [quarter end date], we estimate that the unfavorable impact to net
interest margins included in pre-tax adjusted operating income of reinvesting in such an environment, compared to reinvesting at current portfolio yields, would be approximately $x million in 2013 and $x million in 2014. This impact is largely
concentrated in the XXXX and XXXX segments.

 The above hypothetical scenario only reflects the impact related to contracts with guaranteed minimum crediting rates. It does not reflect: i) any benefit from potential changes to the crediting rates
on the corresponding contractholder liabilities where the Company has the contractual ability to do so, or other potential mitigants such as changes in investment mix that we may implement as funds are reinvested; ii) any impact from other factors,
including but not limited to, new business, contractholder behavior, changes

 Mr. Jim B. Rosenberg

 U.S. Securities and Exchange Commission

 December 7, 2012

 Page
 4

 in competitive conditions, and changes in capital markets; and/or iii) any impact from other factors described below.

 In order to mitigate the unfavorable impact that the current interest rate environment has on our net interest margins, we employ a proactive asset-liability
management program, which includes strategic asset allocation and derivative strategies within a disciplined risk management framework. These strategies seek to match the characteristics of our products, and to closely approximate the interest rate
sensitivity of the assets with the estimated interest rate sensitivity of the product liabilities. Our asset-liability management program also helps manage duration gaps, currency and other risks between assets and liabilities through the use of
derivatives. We adjust this dynamic process as products change, as customer behavior changes and as changes in the market environment occur. As a result, our asset-liability management process has permitted us to manage interest-sensitive
products successfully through several market cycles.

 Our interest rate exposure is also mitigated by our business mix, as we have relatively limited exposure to lines of business in which net interest margin plays
a more prominent role in product profitability. These lines of business include long-term care, fixed annuities and universal life, which represents a limited portion of our individual life business in force. In addition, within our Retirement
business, a substantial portion of our stable value account values have very low crediting rate floors.

 Our Japanese insurance operations have experienced a prolonged low interest rate environment for many years. These operations issue recurring payment and single
premium products that are denominated in both Japanese yen and U.S. dollars, as well as fixed annuity products that are denominated in U.S. dollars. For the Japanese yen-denominated products, the exposure to decreased interest rates is limited as
our Japanese insurance operations have considered the prolonged low interest rate environment in product pricing, and a rigorous asset-liability management program, which includes our duration management and crediting rate strategies, further limits
our exposure. For the U.S. dollar-denominated recurring payment products, our exposure to low interest rates in the U.S. is also limited by our asset-liability management program. For the U.S. dollar-denominated single premium and fixed annuity
products, the risk of reduced interest rates is limited, as new fixed annuity contracts are re-priced frequently and pricing for other products is reviewed and updated regularly to reflect current market interest rates.

 Mr. Jim B. Rosenberg

 U.S. Securities and Exchange Commission

 December 7, 2012

 Page
 5

 *    *    *    *

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 B. Sayre

Peter B. Sayre

Senior Vice President and Principal Accounting Officer

Copies to:

    Richard J. Carbone

    Susan L. Blount

CORRESP
1
filename1.htm

Response Letter

 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 19, 2012

 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 Fiscal Year Ended December 31, 2011

 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. Rosenberg:

 We received your letter dated October 5,
2012, setting forth comments of the staff of the Securities and Exchange Commission (the “Commission”) on our September 7, 2012 response to the Commission’s August 2, 2012 letter on the Company’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2011 (the “2011 Form 10-K”) and the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012 (the “March 2012 Form 10-Q”). For your convenience, we have
included the staff’s comments below along with our responses.

 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.
 Please refer to prior comment one. We acknowledge your proposed new disclosure. Please provide us proposed disclosure to be included in future
periodic reports that provides the impact on your operating results of reinvesting future cash flows at rates lower than those guaranteed under your insurance contracts. In addition, include in your proposed disclosure the impact that your
asset-liability management process, including related hedging activities, is expected to mitigate this risk.

 Mr. Jim B. Rosenberg

U.S. Securities and Exchange Commission

 October 19, 2012

 Page 2

 Response:

 Assuming no change in facts requiring different
disclosure, the Company will include in its Form 10-Q for the quarterly period ended September 30, 2012, the disclosure proposed in its response to prior comment one, and also proposes to include the updated disclosure shown below, with modified
sections shown in underline, beginning with its Form 10-K for the fiscal year ended December 31, 2012:

 The low interest rate environment in the U.S. has resulted in our current reinvestment yields being lower than the overall portfolio income yield, primarily for our investments in fixed maturity
securities and commercial mortgage loans. With the Federal Reserve Board’s decision to keep interest rates low through at least 2014, our portfolio income yields are expected to continue to decline in future periods.

For the domestic Financial Services Businesses’ general account, we expect approximately 10% of the
fixed maturity securities and commercial mortgage loans to mature annually through 2014. The domestic Financial Services Businesses’ general account has approximately $xxx billion of such assets (based on net carrying value) as of [quarter end
date]. As these assets mature, the current average portfolio income yield of approximately 5% is expected to decline due to reinvesting in a lower interest rate environment.

The reinvestment of maturities and pre-payments at rates below the current portfolio yield, and/or at
rates below those guaranteed under our insurance contracts, will impact future operating results to the extent we do not have the ability to reduce crediting rates on in-force blocks of business, and hence maintain net interest margins. As of
[quarter end date], our domestic Financial Services Businesses have approximately $xx billion of insurance liabilities and policyholder account balances. Of this amount, approximately $xx billion represents contracts with guaranteed minimum
crediting rates. The following table sets forth our contracts in the domestic Financial Services Businesses with guaranteed minimum crediting rates, and the related range of the difference between interest rates being credited to contractholders on
these balances as of [quarter end date] and the respective minimum guaranteed rates.

 Mr. Jim B. Rosenberg

U.S. Securities and Exchange Commission

 October 19, 2012

 Page 3

Account
Value

% of Total

($ billions)

 Contracts at guaranteed minimum crediting rate

$
xx

xx
%

 Contracts above guaranteed minimum crediting rate by:

 0% - 0.5%

xx

xx

 0.5% - 1%

xx

xx

 greater than 1%

xx

xx

 Total contracts with guaranteed minimum crediting rates

$
xx

xx
%

 For the contracts above guaranteed minimum crediting rates, although we
have the ability to lower crediting rates, our ability to do so may be limited by competitive pressures.

 Our domestic Financial Services Businesses also have approximately $xx billion of insurance liabilities and policyholder account balances representing participating contracts for which the investment
risk is expected to ultimately accrue to contractholders. The crediting rates for these contracts are periodically adjusted based on the yield earned on the related assets. The remaining $xx billion of the $xx billion of insurance liabilities and
policyholder account balances in our domestic Financial Services Businesses represents long duration products such as group annuities, structured settlements and insurance reserves that do not have stated crediting rate guarantees but for which
underlying assets may have to be reinvested at interest rates that are lower than portfolio rates. The impact of a prolonged low interest rate environment on these contracts is mitigated through asset-liability management, as discussed further
below.

 In order to further mitigate the unfavorable impact that the current interest
rate environment has on our net interest margins, we employ a proactive asset-liability management program, which includes strategic asset allocation and derivative strategies within a disciplined risk management framework. These strategies seek to
match the characteristics of our products, and to closely approximate the interest rate sensitivity of the assets with the estimated interest rate sensitivity of the product liabilities. Our asset-liability management program also helps manage
duration gaps, currency and other risks between assets and liabilities through the use of derivatives. We adjust this dynamic process as products change, as customer behavior changes and as changes in the market environment occur. As a result,
our asset-liability management process has permitted us to manage interest-sensitive products successfully through several market cycles.

 Mr. Jim B. Rosenberg

U.S. Securities and Exchange Commission

 October 19, 2012

 Page 4

Our interest rate exposure is also mitigated by our business mix, as we have limited exposure to
long-term care business and fixed annuities, and universal life represents a small portion of our individual life business in force. In addition, within our Retirement business, a substantial portion of our stable value account values have very low
crediting rate floors.

 Our Japanese insurance operations have experienced a prolonged low
interest rate environment for many years. These operations issue recurring payment and single premium products that are denominated in both Japanese yen and U.S. dollars, as well as fixed annuity products that are denominated in U.S. dollars. For
the Japanese yen-denominated products, the exposure to decreased interest rates is limited as our Japanese insurance operations have considered the prolonged low interest rate environment in product pricing, and a rigorous asset-liability management
program, which includes our duration management and crediting rate strategies, further limits our exposure. For the U.S. dollar-denominated recurring payment products, our exposure to low interest rates in the U.S. is also limited by our
asset-liability management program. For the U.S. dollar-denominated single premium and fixed annuity products, the risk of reduced interest rates is limited, as these products are re-priced regularly to reflect current market interest rates.

 Results of Operations for the Financial Services Businesses by Segment

Individual Annuities, page 107

2.
 Please refer to prior comment two. You state that the valuation of the embedded derivative liability utilized an additional NPR credit spread of
2.58%. Yet the disclosure you reference on page 381 states that the additional credit spread over libor generally range from 150 to 250 basis points. Please provide us proposed disclosure to be included in future periodic filings that states the
actual NPR credit spread used or provide a more precise weighted average range.

 Response:

In its response to prior comment two, the Company focused on the 2.58% NPR credit spread utilized at the 30 year point of the yield curve
for illustrative purposes to highlight the impact of the long duration of the expected benefit payments in the valuation of the embedded derivative liability. In application, the valuation is performed for individual living benefit contracts with
cash flow streams of various durations, each of which utilizes the NPR credit spread for the point on the curve matching the cash flow duration. The range of 150 to 250 basis points disclosed in the 2011 Form 10-K, on page 381, provided an
approximate range of NPR credit spreads for the various durations.

 Mr. Jim B. Rosenberg

U.S. Securities and Exchange Commission

 October 19, 2012

 Page 5

As a result of implementing Accounting Standards Update No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common
Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs in the first quarter of 2012, the Company currently discloses in tabular format a more precise range of NPR credit spreads that incorporates the lowest and highest NPR
credit spreads utilized across all cash flow durations. This revised disclosure appears on page 77 of the March 2012 Form 10-Q, and reflects a 0.4% - 2% range of NPR credit spreads, which incorporates the lowest and highest NPR credit spreads
utilized across all cash flow durations for the first quarter of 2012.

 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

3.
 Please refer to prior comment seven. Your response appears to address the impact on your operating results, resulting from your normal
re-estimate of total gross profits and determination of amortization rates, and not the impact of your new method, which includes all of the results for your living benefits hedging program without regard to permanence, as compared to your prior
method, which included only those results deemed to be permanent. Please provide us revised disclosure to be included in future periodic reports of the impact of this new method. Also, tell us the reason for the change to the new method, the factors
that you considered in concluding that this change was preferable and why you did not report it as a change in accounting principle in your financial statements pursuant to ASC 250-10-50.

Response:

Related to its prior methodology, in the 2011 Form 10-K on page 116 within “Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations—Results of Operations for Financial Services Businesses by Segment—U.S. Retirement Solutions and Investment Management Division—Individual Annuities—Net impact of embedded derivatives
related to our living benefit features and related hedge positions,” the Company disclosed the following:

 “In the third and fourth quarter of 2011, we also determined that the cumulative difference between the change in the value of the hedge target liability, excluding the unhedged portions and
assumption updates, and the change in the fair value of the hedge assets was other-than-temporary. As a result, we included the cumulative differences in our best estimate of total gross profits, which resulted in an increase in our DAC amortization
rates.”

 Mr. Jim B. Rosenberg

U.S. Securities and Exchange Commission

 October 19, 2012

 Page 6

Based on the above, the entire cumulative difference for all historical periods through the end of 2011 had already been deemed
other-than-temporary under the Company’s prior methodology and included in its best estimate of total gross profits. Therefore, the $42 million net benefit referenced in the Company’s response to prior comment seven, which resulted from
including the results of the hedging program for the first quarter of 2012 in the best estimate of total gross profits, was the only impact of the revised treatment.

 The determination of whether these differences were other-than-temporary was historically performed as part of the Company’s regular review of its estimated profitability, and was based on an
evaluation of the effectiveness of the hedge program. The Company implemented this change in estimate based on an evaluation of its experience in the second half of 2011. Significant capital markets volatility during this period resulted in a
significant negative net impact in the Company’s living benefit hedging program. In practical application, the classification of these impacts as temporary or permanent was subjective and required significant judgment. As a result, the Company
determined it could no longer conclude the impacts of its living benefits hedging program were “temporary” as part of its best estimate of product gross profits used in the amortization of DAC. Instead, the Company’s best estimate now
reflects the difference between the change in the fair value of hedge positions and the change in the value of the hedge target liability, excluding unhedged portions, based on the actual experience of the hedging program, without regard to the
permanence of the impacts.

 Given that this change was driven by the evaluation of experience that emerged in the second half
of 2011, the Company views it as a change in accounting estimate made in the ordinary course of business. As noted in the Financial Accounting Standards Board Master Glossary, “changes in accounting estimate result from new information,”
and are “a necessary consequence of the assessment, in conjunction with the periodic presentation of financial statements, of the present status and expected future benefits and obligations associated with assets and liabilities.” The
Company also considered the provisions of Accounting Standards Codification 250, Accounting Changes and Error Corrections (“ASC 250”). As noted in ASC 250-10-45-18, when distinguishing between a change in accounting principle and a
change in accounting estimate, changes “related to the continuing process of obtaining additional information and revising estimates…shall be considered changes in estimates for purposes of applying this Subtopic.” Therefore, the
Company believes that the provisions of ASC 250-10-50 regarding changes in accounting principle are not applicable.

 * * * *

 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

 Mr. Jim B. Rosenberg

U.S. Securities and Exchange Commission

 October 19, 2012

 Page 7

•

 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 B. Sayre

 Peter B. Sayre

Senior Vice President and Principal Accounting Officer

C

October 5, 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 reviewed your September 7 , 201 2 response to our August 2,  2012
comment letter and have the following comments .

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.

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

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

Executive Summary
Industry Trends, page 83

1. Please refer to prior comment one. We acknowledge your proposed new disclosure.
Please provide us proposed disclosure to be included in future periodic reports that
provides  the impact on your operating results of reinvesting future cash flows at rates
lower than those guaranteed under your insurance contracts.  In addition, include in

Mr. Richard J. Carbone
Prudential Financial, Inc.
October 5, 2012
Page 2

 your proposed disclosure the impact that  your asset -liability management process,
including related hedging activities, is expected to mitigate this risk.

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

2. Please refer to prior comment two. You state that the valuation of the embedded
derivative liability utilized an additional NPR credit spread of 2.58%.  Yet the
disclosure you re ference on page 381 states that the additional credit spread over libor
generally range from 150 to 250 basis points.  Please provide us proposed disclosure
to be included in future periodic filings that  states the actual NPR credit spread used
or provide a more precise weighted average range.

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

3. Please refer to  prior comment seven. Your response appears to address the impact on
your operating results, resulting from your normal re -estimate of total gross profits
and determination of amortization rates, and not the impact of your new method,
which includes all of  the results for your living benefits hedging program without
regard to permanence, as  compared to your prior method, which included only those
results deemed to be permanent.   Please provide us revised  disclosure to be included
in future periodic reports of the impact of this new method .  Also, tell us the reason
for the change to the new method, the factors that you considered in concluding that
this change was preferable and why you did not report it as a change in accounting
principle in your financial statements pursuant to ASC 25 0-10-50.

Please contact Frank Wyman, Staff Accountant, at (202) 551 -3660  or Joel Parker,
Accounting Branch Chief , at (202) 551 -3651, if you have an y questions regarding th ese
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

CORRESP
1
filename1.htm

Response Letter

 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

 September 7, 2012

 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 Fiscal Year Ended December 31, 2011

 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. Rosenberg:

 We received your letter dated August 2, 2012, setting forth comments 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, 2011 (the “2011 Form 10-K”) and the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012 (the “March 2012 Form 10-Q”). For your
convenience, we have included the staff’s comments below along with our responses.

 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 the profitability of certain products you offer and returns on your investments.
Please provide us 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 guaranteed rates is necessary to understand these effects, please
include these amounts and their effects in your proposed disclosure to the extent known.

 Mr. Jim B. Rosenberg

U.S. Securities and Exchange Commission

 September 7, 2012

  Page
 2

 Response:

Assuming no change in facts requiring different disclosure, the Company proposes to include disclosure to the following
effect in future periodic filings, beginning with its Form 10-Q for the quarterly period ended September 30, 2012:

 The low interest rate environment in the U.S. has resulted in our current reinvestment yields being lower than the overall portfolio income yield, primarily for our investments in fixed maturity
securities and commercial mortgage loans. With the Federal Reserve Board’s decision to keep interest rates low through at least 2014, our portfolio income yields are expected to continue to decline in future periods.

Within our domestic Financial Services Businesses, financial results of business with long-duration
contracts with fixed and guaranteed crediting rates, or floors that limit crediting rate reductions, are most impacted by a prolonged low interest rate environment. Also impacted are financial results of business with long duration products that do
not have stated crediting rate guarantees but for which underlying assets may have to be reinvested at interest rates that are lower than portfolio rates, such as group annuities, structured settlements and term insurance.

For the domestic Financial Services Businesses’ general account, we expect approximately 10% of
the fixed maturity securities and commercial mortgage loans to mature annually through 2014. The domestic Financial Services Businesses’ general account has approximately $xxx billion of such assets (based on net carrying value) as of [quarter
end date]. As these assets mature, the current average portfolio income yield of approximately 5% is expected to decline due to reinvesting in a lower interest rate environment.

In order to mitigate the unfavorable impact that the current interest rate environment has on our net
interest margins for our domestic Financial Services Businesses, we have been proactive and disciplined in our asset-liability management, which includes our duration management and crediting rate strategies. Prudential’s interest rate exposure
is also mitigated by its business mix, as we have limited exposure to long-term care business and fixed annuities, and universal life represents a small portion of our individual life business in force. In addition, within our Retirement business, a
substantial portion of our stable value account values have very low crediting rate floors.

 Mr. Jim B. Rosenberg

U.S. Securities and Exchange Commission

 September 7, 2012

  Page
 3

 Our Japanese insurance operations have experienced a
prolonged low interest rate environment for many years. These operations issue recurring payment and single premium products that are denominated in both Japanese yen and U.S. dollars, as well as fixed annuity products that are denominated in U.S.
dollars. For the Japanese yen-denominated products, the exposure to decreased interest rates is limited as our Japanese insurance operations have considered the prolonged low interest rate environment in product pricing, and a rigorous
asset-liability management program, which includes our duration management and crediting rate strategies, further limits our exposure. For the U.S. dollar-denominated recurring payment products, our exposure to low interest rates in the U.S. is also
limited by our asset-liability management program. For the U.S. dollar-denominated single premium and fixed annuity products, the risk of reduced interest rates is limited, as these products are re-priced regularly to reflect current market interest
rates.

 Results of Operations for the Financial Services Businesses by Segment

 Individual Annuities, page 107

2.
 On page 115 you disclose that the fair value of the living benefit embedded 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 benefit 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, please 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.

 Mr. Jim B. Rosenberg

U.S. Securities and Exchange Commission

 September 7, 2012

  Page
 4

 Response:

In the Notes to Consolidated Financial Statements included in Item 8 of the Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2011, on page 381 the Company disclosed the following in regards to its incorporation of NPR in the valuation of the embedded derivatives associated with its optional living benefit features:

“To reflect NPR, the Company incorporates an additional credit spread over LIBOR rates into the
discount rate used in the valuations of the embedded derivatives associated with its optional living benefit features. The additional credit spread over LIBOR rates is determined taking into consideration publicly available information relating to
the financial strength of the Company’s insurance subsidiaries, as indicated by the credit spreads associated with funding agreements issued by these subsidiaries. The Company adjusts these credit spreads to remove any illiquidity risk premium,
which is subject to a floor based on a percentage of the credit spread. The additional credit spread over LIBOR rates incorporated into the discount rate as of December 31, 2011 generally ranged from 150 to 250 basis points for the portion of
the interest rate curve most relevant to these liabilities.”

 The absolute size of both periodic changes
and the cumulative impact of NPR are driven primarily by the size of the embedded derivative liability before applying NPR, and the proportion of the NPR credit spread relative to the overall discount rate used in the valuation.

The long duration of expected benefit payments to customers impacts the size of the fair value of the embedded derivative
liability. The fair value of this liability is calculated as the present value of future expected benefit payments to customers less the present value of future expected assessed rider fees collected from customers and attributed to the embedded
derivative. The expected benefit payments are extremely long-dated. As of December 31, 2011, the absolute level of expected benefit payments peaks about 25 years into the projection, with sizeable benefit payments continuing 30 or more years
into the future. The assessed rider fees are collected quarterly beginning from contract inception and, therefore, generally have a much shorter duration relative to the projected benefit payments.

As noted in the above referenced disclosure, the present value calculation uses a discount rate that is determined based
on LIBOR plus a credit spread based on the Company’s NPR. During 2011, LIBOR rates declined significantly which, if all else had been equal, would have increased the fair value of this liability. In that scenario, the impact of NPR would also
have increased solely due to the increase in the fair value of the liability. However, during 2011, our credit spreads widened, further increasing the adjustment to the liability attributable to NPR. At December 31, 2011, at the 30 year point
of the yield curve, the valuation of the applicable embedded derivative liability utilized a LIBOR rate of 2.62% and an additional NPR credit spread of 2.58%.

 Mr. Jim B. Rosenberg

U.S. Securities and Exchange Commission

 September 7, 2012

  Page
 5

 As a simple illustration, the present value of a $100 million expected
claim to be paid 30 years from today is $46 million discounted based on a 30 year LIBOR rate of 2.62%. After the additional NPR credit spread of 2.58% is added, the discount rate is increased to 5.20%, and the present value declines to $22 million,
a 52% reduction due to the addition of the NPR spread.

 Based on the long duration of the expected benefit
payments and the size of the NPR credit spreads used in valuing the embedded derivative liability, the Company believes the NPR adjustment, as well as its percentage of the embedded derivative liability, is reasonable.

The Company proposes the following changes to Item 7A “Quantitative and Qualitative Disclosures About Market
Risk,” regarding the sensitivity of its operating results to reasonably likely future changes in the Company’s credit spreads as it pertains to these embedded derivatives, to be included in its 2012 Annual Report on Form 10-K:

As discussed in Note 20 to the Consolidated Financial Statements, the fair value of the embedded
derivatives associated with our variable annuity optional living benefit features is impacted by NPR. The additional credit spread over LIBOR rates incorporated into the discount rate as of December 31, 2012 to reflect NPR in the valuation of
these embedded derivatives ranged from xx to xx basis points. The following table provides a demonstration of the sensitivity of these embedded derivatives to our NPR credit spread by quantifying the adjustments that would be required assuming both
a 50 basis point parallel increase and decrease in our NPR credit spreads. While the information below is for illustrative purposes only and does not reflect our expectations regarding our credit spreads, it is a near-term, reasonably possible
change that illustrates the potential impact of such a change. This information considers only the direct effect of changes in our credit spread on operating results due to the change in these embedded derivatives and not changes in any other
assumptions such as persistency, utilization and mortality, and also excludes the effect of these changes on DAC or other balances.

December 31, 2012

Increase/(Reduction)
in Embedded
Derivative

(in millions)

 Increase in credit spread by 50 basis points

$
xx

 Decrease in credit spread by 50 basis points

$
xx

 Mr. Jim B. Rosenberg

U.S. Securities and Exchange Commission

 September 7, 2012

  Page
 6

 Notes to Consolidated Financial Statements

10. Policyholders’ Liabilities, page 324

3.
 Your premium deficiency reserve amounted to $2.4 billion at December 31, 2011, 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, of 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 these amounts were recognized in your financial statements.

Response:

Premium deficiency reserves are established, if necessary, when the liability for future policy benefits plus the present
value of expected future gross premiums are determined to be insufficient to provide for the present value of expected future policy benefits and expenses and to recover any unamortized policy acquisition costs. Additional premium deficiency
reserves are established if the Company determines that existing reserves may be insufficient if certain investments in a net unrealized gain position were sold and the resulting proceeds were reinvested in lower yielding securities.

In the Notes to Consolidated Financial Statements included in Item 8 of the Company’s Annual Report on Form
10-K for the fiscal year ended December 31, 2011, on page 325 the Company disclosed the following in regards to premium deficiency reserves (emphasis added):

“Liabilities of $2,447 million and $2,001 million, as of December 31, 2011 and 2010,
respectively, are included in “Future Policy Benefits” with respect to these deficiencies, of which $1,432 million and $926 million as of December 31, 2011 and 2010, respectively, relate to net unrealized gains on securities
classified as available-for-sale.”

 These premium deficiency reserves, including the portions related to
net unrealized gains on securities classified as available-for-sale, primarily relate to single premium contracts classified as “Limited-Payment Contracts,” as that term is defined in ASC 944-20-20 (Financial
Services—Insurance—Insurance Activities—Glossary).

 The vast majority of the assets supporting
the liabilities for which these premium deficiency reserves have been established are fixed maturity bonds classified as “Available-for-Sale Securities” per ASC 320 (Investments—Debt and Equity Securities). In establishing premium
deficiency reserves, the Company considered the provisions of ASC 320-10-S99-2 (SEC Staff Announcement: Adjustments in Assets and Liabilities for Holding Gains and Losses as Related to the Implementation of Subtopic 320-10) in determining whether
adjustments should be made

 Mr. Jim B. Rosenberg

U.S. Securities and Exchange Commission

 September 7, 2012

  Page
 7

to the reserves related to the net unrealized gains associated with the available-for-sale fixed maturity bonds supporting these reserves. ASC 320-10-S99-2 addresses whether certain assets and
liabilities, including certain life insurance policyholder liabilities, should be adjusted with a corresponding adjustment to shareholders’ equity at the s

CORRESP
1
filename1.htm

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

 August 16, 2012

 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 Fiscal Year Ended December 31, 2011

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. Rosenberg:

 As discussed, we are in the process of preparing our response to your letter dated August 2, 2012
setting forth comments of the staff of the Securities and Exchange Commission on the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and the Company’s Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2012. Please note that, consistent with my voicemail message on August 15, 2012, we intend to respond to the comments no later than Friday, September 7, 2012.

Please feel free to call me at 973-802-6309 if you have any questions.

 Very truly yours,

 /s/ Peter B. Sayre

 Peter B. Sayre

 Senior Vice President and Principal Accounting Officer

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

December 2, 2011

Via E-mail
Peter Sayre Senior Vice President and
Principal Accounting Officer
Prudential Financial, Inc. 751 Broad Street Newark, New Jersey 07102
Re: Prudential Financial, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2010
Filed February 25, 2011 File No. 001-16707

Dear Mr. Sayre:
 We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
        / s /  J o e l  P a r k e r
Joel Parker
        A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

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
 7

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

CORRESP
1
filename1.htm

Correspondence

 Peter Sayre

Senior Vice President and Principal Accounting Officer

 100 Mulberry Street, Newark NJ 07102-2917

 Tel 973 802-6309    Fax 973
802-9065

 September 27, 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:

 As discussed, we are in the process of preparing our response to your letter dated August 29, 2011
setting forth an additional comment of the staff of the Securities and Exchange Commission on the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010. As agreed to on our telephone conversation on
September 27th with James Peklenk, Staff Accountant, we intend to respond to the comment by Tuesday, October 4th.

Please call me at 973-802-6309 if you have any questions.

 Very truly yours,

 /s/ Peter Sayre

 Peter Sayre

 Senior Vice President and Principal Accounting Officer

CORRESP
1
filename1.htm

Correspondence

Peter Sayre

 Senior Vice President and Principal Accounting
Officer

 100 Mulberry Street, Newark NJ 07102-2917

 Tel 973
802-6309 Fax 973 802-9065

 September 13, 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 an additional comment of the staff of the Securities and Exchange
Commission on the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010.

 We are
currently in the process of preparing our response. Please note that, consistent with my voicemail to Mary Mast, Senior Accountant, we intend to respond to the comment by Tuesday, September 27th.

Please call me at 973-802-6309 if you have any questions.

 Very truly yours,

 /s/ Peter Sayre

 Peter Sayre

 Senior Vice President and Principal Accounting Officer

August 29, 2011

Via E-mail
Peter Sayre Senior Vice President and
Principal Accounting Officer
Prudential Financial, Inc. 751 Broad Street Newark, New Jersey 07102
Re: Prudential Financial, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2010
Filed February 25, 2011 File No. 001-16707

Dear Mr. Sayre:
 We have reviewed your August 10, 2011 respon se to our verbal comment conveyed on
August 1, 2011. We have an additional comment unrel ated to our previous comments, in which
we ask you to provide us with informati on so we may better understand your accounting.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe the comment applies to your facts a nd 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 to our comment.

After reviewing the information provided, we may have additional comments and/or
request that you amend your filing.               Notes To Consolidated Financial Statements

11.  Certain Nontraditional Long-Duration Contracts
Liabilities For Guarantee Benefits, page 322

1. With respect to your variable annuity contra cts, it appears that you are accounting for
certain future policy benefit guarantees as bi furcated 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 discussi on 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 your Individual Annuities segment.  Please
provide us a more detailed description of th ese products which identifies what features
within each led you to conclude  that they were bifurcated embedded derivatives.  Cite the

Peter Sayre
Prudential Financial, Inc.
 August 29, 2011  Page 2

 specific authoritative literature you used to support your conclusions, 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 conclu sions for the accounting method applied for
each product.  Please contact James Peklenk, Staff Accountant,  at (202) 551-3661 or Mary Mast, Senior
Accountant, at (202) 551-3613 if you have any questions regarding the comment.  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

CORRESP
1
filename1.htm

Response Letter

 Peter Sayre

 Senior Vice
President and Principal Accounting Officer

 100 Mulberry Street, Newark NJ 07102-2917

 Tel 973 802-6309 Fax 973 802-9065

 August 10, 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:

 Thank you for the telephone calls on July 18, 2011 and August 1, 2011 regarding our
June 16, 2011 response to your letter dated June 2, 2011, addressed to Richard J. Carbone, setting forth comments of the staff of the Securities and Exchange Commission on the Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2010. This letter sets forth our response to the staff’s oral comments.

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

 Item 8. Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements

 2. Significant Accounting Policies and Pronouncements

 Investments and
Investment-Related Liabilities, page 268

1.
Refer to your response to comment one. Please provide us an analysis supporting your belief that a limited partnership interest is not an equity security as defined
in ASC 320-10-20.

 Response:

 The Company initially reviewed the guidance within U.S. GAAP in ASC 944-325-30-1 and 944-325-35-1 which describes the application by insurance companies of the Fair Value Method to

Mr. Jim B. Rosenberg

 U.S. Securities and Exchange Commission

August 10, 2011

 Page 2

 investments in equity securities; however, equity securities are not defined within this
guidance. Accordingly, the Company reviewed ASC 320-10-20, which provides the definitions of an equity security and a security, respectively, as follows:

 Equity Security

 Any security representing an ownership interest in an
entity (for example, common, preferred, or other capital stock) or the right to acquire (for example, warrants, rights, and call options) or dispose of (for example, put options) an ownership interest in an entity at fixed or determinable prices.
The term equity security does not include any of the following:

a.
Written equity options (because they represent obligations of the writer, not investments)

b.
Cash-settled options on equity securities or options on equity-based indexes (because those instruments do not represent ownership interests in an entity)

c.
Convertible debt or preferred stock that by its terms either must be redeemed by the issuing entity or is redeemable at the option of the investor.

 Security

 A share, participation, or other interest in property or in an entity of the issuer or an obligation of the issuer that has all of the following characteristics:

a.
It is either represented by an instrument issued in bearer or registered form or, if not represented by an instrument, is registered in books maintained to record
transfers by or on behalf of the issuer.

b.
It is of a type commonly dealt in on securities exchanges or markets or, when represented by an instrument, is commonly recognized in any area in which it is issued or
dealt in as a medium for investment.

c.
It either is one of a class or series or by its terms is divisible into a class or series of shares, participations, interests, or obligations.

 The Company has individually reviewed its limited partnership (LP) investments that it accounts for under the
cost method. Based on this review, the Company believes that its LP investments do not meet the above definition of a security. The Company believes that its LP interests are ownership interests in unincorporated entities which are governed by, and
embedded in, an LP agreement. The Company notes that the Accounting Standards Codification’s Master Glossary does not define the term “instrument.” In the absence of an explicit definition the Company does not believe that these LP
agreements are instruments as they are not evidenced by security certificates – i.e., they are evidenced by rights and obligations under the LP agreements.

 Accordingly, while the Company believes each of its LP interests individually represent “a share, participation, or other interest in property or in an entity of the issuer….”, the Company
does not believe any of its LP interests are securities because they do not meet all of the above criteria. Specifically, the Company does not believe its LP interests meet criteria b) because the Company’s LP interests are not of a type that
are commonly dealt in on securities exchanges or

Mr. Jim B. Rosenberg

 U.S. Securities and Exchange Commission

August 10, 2011

 Page 3

markets and because the other condition of criteria b) applies only to instruments. In fact, the Company’s LP interests are not freely transferrable due to specific limitations imposed by
the underlying partnership agreements.

 The Company wishes to advise that, as of June 30, 2011 and December 31, 2010,
the Company’s investments in limited partnerships where the cost method of accounting was applied had a carrying value of $599 million (fair value of approximately $743 million) and $489 million (fair value of approximately $599 million),
respectively. As such, the Company believes that the impact of reporting such investments at either cost or fair value would not be material to its consolidated statements of financial position or consolidated statements of operations.

* * * *

 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 Sayre

Senior Vice President and Principal Accounting Officer

Copies to:
Richard J. Carbone

Susan L. Blount

CORRESP
1
filename1.htm

Response Letter

 Peter Sayre

Senior Vice President and Principal Accounting Officer

 100 Mulberry Street, Newark NJ 07102-2917

 Tel 973 802-6309 Fax 973
802-9065

 June 16, 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 June 2, 2011, addressed to Richard J. Carbone, setting forth comments
of the staff of the Securities and Exchange Commission (the “Commission”) on our April 27, 2011 response to the Commission’s April 13, 2011 letter 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 comments 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

2. Significant Accounting Policies and Pronouncements

 Investments and Investment-Related Liabilities, page 268

1.
Refer to your response to comment one. Please provide us an analysis supporting your belief that a limited partnership interest is not an equity security as defined
in ASC 320-10-20. Also, provide us support for your observation that there is “diversity in practice on this topic amongst other insurance companies that are public registrants.”

 Mr. Jim B. Rosenberg

 U.S. Securities and Exchange Commission

 June 16, 2011

 Page
 2

 Response:

The Company initially reviewed the guidance in ASC 944-325-30-1 and 944-325-35-1 which describes the application by insurance companies of
the Fair Value Method to investments in equity securities; however, equity securities are not defined within this guidance. Accordingly, the Company reviewed ASC 320-10-20, which provides the definitions of an equity security and a security,
respectively, as follows:

 Equity Security

 Any security representing an ownership interest in an entity (for example, common, preferred, or other capital stock) or the right to acquire (for example, warrants, rights, and call options) or dispose
of (for example, put options) an ownership interest in an entity at fixed or determinable prices. The term equity security does not include any of the following:

a.
Written equity options (because they represent obligations of the writer, not investments)

b.
Cash-settled options on equity securities or options on equity-based indexes (because those instruments do not represent ownership interests in an entity)

c.
Convertible debt or preferred stock that by its terms either must be redeemed by the issuing entity or is redeemable at the option of the investor.

 Security

 A share, participation, or other interest in property or in an entity of the issuer or an obligation of the issuer that has all of the following characteristics:

a.
It is either represented by an instrument issued in bearer or registered form or, if not represented by an instrument, is registered in books maintained to record
transfers by or on behalf of the issuer.

b.
It is of a type commonly dealt in on securities exchanges or markets or, when represented by an instrument, is commonly recognized in any area in which it is issued or
dealt in as a medium for investment.

c.
It either is one of a class or series or by its terms is divisible into a class or series of shares, participations, interests, or obligations.

 The Company believes that a limited partnership interest does not meet the above definition of a security. The
Company believes a limited partnership interest is “a share, participation, or other interest in property or in an entity of the issuer…,” but the Company does not believe it is a security because it does not meet all three of the
above criteria, as follows:

a)
The Company believes it is an instrument that is not issued in bearer or registered form.

b)
The Company believes it is not a type of interest that is commonly dealt in on securities exchanges or markets; it generally cannot be readily sold due to limitations
of the underlying partnership agreement.

 Mr. Jim B. Rosenberg

 U.S. Securities and Exchange Commission

 June 16, 2011

 Page
 3

c)
The Company believes that its investment is generally represented as a percentage interest, but it is not one of a class or series or by its terms is divisible into a
class or series of shares, participations, interests or obligations. Generally, any divisibility of its interest would be limited by the terms of the underlying partnership agreement.

Overall, the Company believes the operation of a limited partnership interest is different than that of an equity security based on the
nature of the underlying partnership agreement as it relates to contributions/distributions, allocation of earnings and distributions and other common features of partnership arrangements.

While the Company did not base its accounting policy for limited partnership interests on the practices of other public registrants, the
Company reviewed the filings of several other major insurance companies that are public registrants and observed the following:

•

 some accounted for these investments as limited partnerships and utilized the cost method (consistent with the Company),

•

 some accounted for these investments as limited partnerships and utilized the equity method, and

•

 some accounted for these investments utilizing the Fair Value Method (i.e. they reported the investments at fair value with changes in fair value
recognized within accumulated other comprehensive income).

*    *    *    *

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 Sayre

Senior Vice President and Principal Accounting Officer

Copies to:

    Richard J. Carbone

    Susan L. Blount

June 2, 2011
 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 the Fiscal Year Ended December 31, 2010
Filed February 25, 2011 File No. 001-16707

Dear Mr. Carbone:
 We have reviewed your April 27, 2011 respons e to our April 13, 2011 letter and have the
following comment.  In our comment, we ask you to provide us with information so we may
better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe the comment applies to your facts a nd 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 to our comment.
 After reviewing the information provided, we may have additional comments and/or
request that you amend your filing.               Item 8.  Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements
 2.  Significant Accounting Policies And Pronouncements

Investments and Investment-Rel ated Liabilities, page 268
 1. Refer to your response to comment one.  Please provide us an analysis supporting your belief
that a limited partnershi p interest is not an equity secu rity as defined in ASC 320-10-20.
Also, provide us support for your observation that there is “diver sity in practice on this topic
amongst other insurance companies th at are public registrants.”

Richard J. Carbone
Prudential Financial, Inc.
 June 2, 2011  Page 2

Please contact James Peklenk, Staff Accountant,  at (202) 551-3661 or Mary Mast, Senior
Accountant, at (202) 551-3613 if you have any questions regarding the comment.  In this regard,
do not hesitate to contact me, at (202) 551-3679.
Sincerely,    Jim B. Rosenberg Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Response Letter

 Peter Sayre

 Senior Vice
President and Principal Accounting Officer

 100 Mulberry Street, Newark NJ 07102-2917

 Tel 973 802-6309    Fax 973 802-9065

 April 27, 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 April 13, 2011, addressed to Richard J. Carbone, setting forth
comments 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 comments 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

 2. Significant Accounting Policies and
Pronouncements

 Investments and Investment-Related Liabilities, page 268

1.
You state that you account for your investments on the cost basis, where your partnership interest is so minor (generally less than 3%) that you exercise virtually
no influence over operating and financial policies. Please tell us how you considered the guidance in ASC 944-325-30-1 and 944-325-35-1 in not accounting for these investments on the Fair Value Method.

 Mr. Jim B. Rosenberg

 U.S. Securities and Exchange Commission

 April 27, 2011

Page 2

Response:

As noted above, in certain instances in which the Company’s partnership interest is so minor (generally less than 3%) that it
exercises virtually no influence over operating and financial policies, the Company applies the cost method of accounting. The Company’s application of the cost method of accounting in these instances is based on ASC 323-30-S99 (Investments
– Equity Method and Joint Ventures – Partnerships, Joint Ventures and Limited Liability Entities – SEC Materials – General – SEC Staff Guidance – Announcements Made by SEC Staff at Emerging Issues Task Force Meetings
– SEC Staff Announcement: Accounting for Limited Partnership Investments), which states:

 “The Task Force
discussed a letter received from the SEC Observer that discusses the SEC staff’s position on the application of the equity method to investments in limited partnerships. The SEC staff previously had not objected to the use of the cost method
for limited partnership investments of up to 20 percent, assuming the investor concluded that it did not have “significant influence” over the investee, as defined in APB Opinion No. 18, The Equity Method of Accounting for Investments
in Common Stock. The SEC staff’s revised position is that investments in all limited partnerships should be accounted for pursuant to paragraph 8 of AICPA Statement of Position 78-9, Accounting for Investments in Real Estate Ventures. That
guidance requires the use of the equity method unless the investor’s interest “is so minor that the limited partner may have virtually no influence over partnership operating and financial policies.” The SEC staff understands that
practice has generally viewed investments of more than 3 to 5 percent to be more than minor. The SEC staff would expect the guidance in SOP 78-9 to be applied to all limited partnership investments made after May 18, 1995.”

The Company reviewed the guidance in ASC 944-325-30-1 and 944-325-35-1 in not accounting for these investments on the Fair Value Method.
The guidance in ASC 944-325-30-1 (Financial Services – Insurance – Investments – Other – Initial Measurement – General – Certain Equity Securities) states:

“Investments in equity securities that are not within the scope of Subtopic 320-10 or 958-320 because they do not have readily
determinable fair values shall be reported at fair value.”

 The guidance in ASC 944-325-35-1 (Financial Services
– Insurance – Investments – Other – Subsequent Measurement – General – Certain Equity Securities) states:

 “An insurance entity that is a business entity shall recognize changes in fair value of an equity security that is not within the scope of Subtopic 320-10 because it does not have a readily
determinable fair value as unrealized gains and losses, net of applicable income taxes, in other comprehensive income except as indicated in the following sentence. All or a portion of the unrealized gain or loss of a security that is designated as
being

 Mr. Jim B. Rosenberg

 U.S. Securities and Exchange Commission

 April 27, 2011

Page 3

hedged in a fair value hedge shall be recognized in earnings during the period of the hedge pursuant to paragraphs 815-25-35-1 through 35-4.”

The Company acknowledges that the above guidance (ASC 944-325-30-1 and 35-1) is specialized industry guidance applicable to insurance
companies. Accordingly, the Company considered the above guidance with respect to its limited partnership interests where its investment is less than 3%. However, the Company concluded that such guidance refers specifically to investments in equity
securities and therefore does not believe this guidance applies to equity interests in limited partnerships, which are not investments in equity securities as defined by ASC 320-10-20. As such, the Company has followed the guidance within ASC
323-30-S99 for its limited partnership interests where its investment is less than 3% and applied the cost method of accounting. In reaching this conclusion, the Company also observed that there is diversity in practice on this topic amongst other
insurance companies that are public registrants and therefore believed that the Company’s current accounting treatment is reasonable.

 The Company wishes to advise that, as of December 31, 2010, the Company’s investments in limited partnerships where the cost method of accounting is applied had a carrying value of $489 million
(fair value of approximately $599 million). Such amount is included within “Other Long-Term Investments” in the Company’s Consolidated Statements of Financial Position.

 4. Investments

 Commercial Mortgage and Other Loans, page 294

2.
Please revise your disclosure to include the following for commercial real estate loans that have been extended at maturity or otherwise restructured for which you
have not considered the loans to be impaired:

A.
The amount of loans and types of extensions being made, whether loan terms are being adjusted from the original terms, and whether you consider these types of loans
as collateral-dependent;

B.
To the extent you extend commercial loans at or near maturity at the existing loan rate or restructure the loan’s interest rate or principal amount, tell us how
you consider whether it is a troubled debt restructuring;

C.
Your accounting policy for accruing interest income on commercial loans that have been restructured; and

D.
For those with a guarantee, separately identify them and disclose:

o
How you evaluate the financial wherewithal of the guarantor, addressing the type of financial information reviewed, how current and objective the information
reviewed is, and how often the review is performed;

o
 How many times you have sought performance under the guarantee discussing the extent of the successes. As part of your response, discuss the
decision

 Mr. Jim B. Rosenberg

 U.S. Securities and Exchange Commission

 April 27, 2011

Page 4

making process you go through in deciding whether to pursue the guarantor and whether there are circumstances you would not seek to enforce the guarantee;

Response:

 You have
requested disclosure on commercial real estate loans that have been extended at maturity or otherwise restructured which we did not consider to be impaired. Please see our response below to each item mentioned in your comment.

A.
Our commercial mortgage loan portfolio had a balance of $27,931 million at December 31, 2010, including $364 million in loans carried at fair value under the fair
value option, with the remaining loans carried at unpaid principal balance net of an allowance for losses. Shown below is a summary of commercial mortgage loan modifications that occurred between January 1, 2009 and March 31, 2011 on loans
that we did not consider to be impaired. The loan modification activity prior to January 1, 2009, was not readily available and would be significantly less material than the activity level in the 2009 to 2011 period.

The summary shows separately commercial mortgage loan modifications (i.e. commercial mortgage real estate loans that have been extended at maturity or otherwise
restructured which we did not consider to be impaired) occurring in the normal course of business versus those occurring when a borrower has experienced financial difficulties. An extension or restructuring occurs in the normal course of business
when we manage our portfolio risks and enhance our position with creditworthy clients. These modifications include but are not limited to principal paydowns, maturity extensions and loan refinancings.

The following table sets forth the commercial mortgage loan modification activity on loans that we did not consider to be impaired for the period indicated:

Quarter Ending
March 31,
2011

Year Ending
December 31,
2010

Year Ending
December 31,
2009

Number
of loans

Unpaid
Principal
Balance

% of Total
Commercial
Mortgage
Loans

Number
of loans

Unpaid
Principal
Balance

% of Total
Commercial
Mortgage
Loans

Number
of loans

Unpaid
Principal
Balance

% of Total
Commercial
Mortgage
Loans

(in millions)

 Normal Course of
Business

1

$
141

0.51
%

9

$
252

0.90
%

7

$
651

2.35
%

 Borrower Financial
Difficulties

1

$
11

0.04
%

9

$
443

1.59
%

14

$
278

1.00
%

Troubled Debt Restructurings (TDRs) are not included in the information above as during the 2009 through 2011 period there were no TDRs for which the loans were not
considered impaired prior to the restructuring.

 Mr. Jim B. Rosenberg

 U.S. Securities and Exchange Commission

 April 27, 2011

Page 5

Given the immaterial level of commercial mortgage loan extensions and other modifications on loans which we did not consider impaired (and therefore are not collateral
dependent), that occurred during the 2010 or 2009 periods, the Company has not included any specific disclosure to this effect in the Company’s 2010 financial statements. The Company continues to monitor this activity and, to the extent it
becomes material in any given period, would add appropriate disclosure to its quarterly or annual financial statements.

B.
We evaluate TDRs consistent with ASC 310-40-15. As such, we consider restructured debt to be a TDR if we, for economic or legal reasons related to the debtor’s
financial difficulties, grant a concession to the debtor that we would not otherwise consider. TDRs include but are not limited to one or a combination of the following:

•

 Transfer from the debtor to the Company of receivables from third parties, real estate, or other assets to fully or partially satisfy the loan;

•

 Granting of an equity interest to the Company by the debtor to fully or partially satisfy a debt, unless the equity interest is granted pursuant to
existing terms for converting the debt into an equity interest;

•

 Modification of terms of the loan, such as one or a combination of any of the following:

i.
Reduction (absolute or contingent) of the stated interest rate for the remaining original life of the debt;

ii.
Extension of the maturity date or dates at a stated interest rate lower than the current market rate for new debt with similar risk;

iii.
Reduction (absolute or contingent) of the face amount or maturity amount of the debt as stated in the instrument or other agreement;

iv.
Reduction (absolute or contingent) of accrued interest.

Furthermore, we do not consider debt restructurings to be TDRs if we expect that the fair value of cash, other assets, or an equity interest received from the debtor in
full satisfaction of the loan to be at least equal to our recorded investment. Additionally, we do not consider debt restructurings to be TDRs if we refinance the debt primarily to reflect a decrease in market interest rates in general or a decrease
in the risk and we enter the restructuring to maintain a relationship with a debtor that can readily obtain funds from other sources at the current market interest rate.

During the periods ended December 31, 2009, December 31, 2010 and March 31, 2011, total restructurings or modifications that constitute TDRs, based
on unpaid principal balance, were $118 million, $176 million and $10 million, respectively. This activity represents less than 1% of the total commercial mortgage loan portfolio outstanding as of each of the periods ended December 31,
2009, December 31, 2010, and March 31, 2011.

 Mr. Jim B. Rosenberg

 U.S. Securities and Exchange Commission

 April 27, 2011

Page 6

As noted above, all restructurings or modifications that the Company concluded constituted a TDR during the period from January 1, 2009 through March 31, 2011
related to loans that were considered to be impaired prior to the restructuring. Accordingly, we have not included any disclosure in our 2010 financial statements relating to TDRs occurring on non-impaired loans. However, we have included the
disclosures required by ASU 2010-20, including disclosures related to impaired loans, in the notes to financial statements included in our 2010 Form 10-K.

C.
Our policy for accruing interest income on all commercial mortgage loans is consistent with ASC 310-20-35-18, using the interest method. The interest method arrives at
periodic interest income, net of fees and costs, at a constant effective yield on the net investment in the receivable.

For restructurings/modifications that constitute a TDR, we account for the assets received at fair value and income is recognized in accordance with that asset type.

For new commercial mortgage loans or for modified loans, other than a TDR, which result in terms at least as favorable as terms for comparable loans that are not being
refinanced or restructured, where the present value of the cash flows for the new loan is at least 10 percent different from the present value of the remaining cash flows for the original loan, we calculate the constant effective yield based on the
contractual payment terms of the new loan.

For modified commercial mortgage loans, other than a TDR, that are not included in the above paragraph, or where only minor modifications (i.e. where the present value
of the cash flows for the new loan is less than 10 percent different from the present value of the remaining cash flows for the original loan) are made to the original loan contract as part of the refinancing or restructuring, any unamortized net
fees or costs and any prepayment penalties are carried forward as part of the net investment in the new loan. In these cases, the investment in the new loan consists of the remaining net investment in the original loan, any additional amounts
loaned, any fees received, and direct loan origination costs associated with the refinancing or restructuring and we calculate the constant effective yield based on the contractual payment terms of the new loan.

The Company currently discloses that we discontinue accruing interest on impaired loans that are 90 days delinquent as to principal or interest payments, or earlier
when the Company has doubts about collectability. Interest received on impaired loans, including loans that were previously modified in a TDR, is either applied against the principal or reported as net investment income based on the Company’s
assessment as to the collectability of the principal. We will update the disclosure included in our Note 2 Significant Accounting Poli

April 13, 2011
 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 the Fiscal Year Ended December 31, 2010
Filed February 25, 2011 File No. 001-16707

Dear Mr. Carbone:
 We have limited our review of your filing to  those issues we have addressed in our
comments. In our comments, we ask you to provi de us with information to better understand
your disclosure.

Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  Where a comment
requests you to revise disclosu re, the information you provide s hould show us what the revised
disclosure will look like and identify the annual or quarterly filing, as applicable, in which you
intend to first include it.  If you do not be lieve a comment applies to your facts and
circumstances, please tell us why in your res ponse.  Please furnish us a letter on EDGAR under
the form type label CORRESP that ke ys your responses to our comments.

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

Item 8.  Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements
 2.  Significant Accounting Policies And Pronouncements

Investments and Investment-Rel ated Liabilities, page 268
 1. You state that you account for your investments on the cost basis, where your partnership
interest is so minor (generally less than 3 %) that you exercise virt ually no influence over
operating and financial policies.  Please tell us how you considered the guidance in ASC 944-
325-30-1 and 944-325-35-1 in not accounting fo r these investments on the Fair Value
Method.

Richard J. Carbone
Prudential Financial, Inc.
 April 13, 2011  Page 2

4.  Investments

Commercial Mortgage and Other Loans, page 294
 2. Please revise your disclosure to include the fo llowing for commercial real estate loans that
have been extended at maturity or otherwise restructured for which you have not considered
the loans to be impaired:

• The amount of loans and types of extensions  being made, whether loan terms are being
adjusted from the original terms, and whet her you consider these types of loans as
collateral-dependent;

• To the extent you extend commercial loans at or near maturity at the existing loan rate or
restructure the loan’s interest rate or pr incipal amount, tell us how you consider whether
it is a troubled debt restructuring;

• Your accounting policy for accruing interest income on commercial loans that have been
restructured; and

• For those with a guarantee, separately identify them and disclose:
ƒ How you evaluate the financial wherewithal  of the guarantor, addressing the type
of financial information reviewed, ho w current and objective the information
reviewed is, and how often th e review is performed;
ƒ How many times you have sought performanc e under the guarantee discussing the
extent of the successes.  As part of your response, discuss the decision making
process you go through in deciding whether to pursue the guarantor and whether
there are circumstances you would not seek to enforce the guarantee;
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

Richard J. Carbone
Prudential Financial, Inc.
 April 13, 2011  Page 3

Please contact James Peklenk, Staff Accountant,  at (202) 551-3661 or Mary Mast, Senior
Accountant, at (202) 551-3613 if you have any qu estions regarding the comments.  In this
regard, do not hesitate to contact me, at (202) 551-3679.

Sincerely,    Jim B. Rosenberg Senior Assistant Chief Accountant

June 28, 2010
 Richard J. Carbone Executive Vice President Prudential Financial, Inc. 751 Broad Street
Newark, New Jersey 07102

Re: Prudential Financial, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 26, 2010
  File No. 001-16707

Dear Mr. Carbone:
  We have completed our review of your f iling and do not have any further comments at
this time.
Sincerely,

Joel Parker
        A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

Correspondence

 John T. Fleurant

 Corporate Controller

 213 Washington Street, Newark NJ 07102-2917

Tel 973 367-4373 Fax 973 367-4386

June 23, 2010

 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, 2009

Filed February 26, 2010

File No. 001-16707

 Dear
Mr. Rosenberg:

 We received your letter dated June 10, 2010, addressed to Richard J. Carbone,
setting forth comments 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, 2009 (the “2009 Form 10-K”). For your
convenience, we have included the staff’s comment below along with our response.

 Form 10-K for the Fiscal Year Ended
December 31, 2009

 Notes to Consolidated Financial Statements, page 247

4. Investments, page 273

1.
Please revise your note disclosure to state the name of each person in which the total amount invested in the person and its affiliates exceeds 10% of your total
stockholders’ equity. Separately disclose the name and aggregate amount invested as recorded in your Consolidated Statements of Financial Position (e.g., amounts in fair value terms for available for sale securities, and amounts in amortized
cost terms for held to maturity securities). In your revised disclosure, please address your concentration in Japanese government bonds that you reference on page 164. Refer to note (6) of Rule 7-03(a)(1) of Regulation S-X.

 Mr. Jim B. Rosenberg

U.S. Securities and Exchange Commission

June 23, 2010

 Page 2

Response:

 The Company
acknowledges the staff’s comment in reference to note (6) of Rule 7-03(a)(1) of Regulation S-X to provide the name and aggregate amount invested in each person in which the total amount invested exceeds 10% of its total stockholders’
equity. As disclosed on page 164 in Item 7 of the Company’s 2009 Form 10-K, the Company’s total investment in Japanese government bonds exceeds 10% of its total stockholders’ equity. As of December 31, 2009, there were no
other concentrations of investments of the Company that exceeded 10% of its total stockholders’ equity that would require disclosure under this rule. The Company intends to include in Note 4 in future Form 10-K filings and, beginning with the
second quarter of 2010, future Quarterly Reports on Form 10-Q filings, the disclosure of the Company’s investment in Japanese government bonds, consistent with the disclosure the Company has historically included on page 164 of Item 7 of
the Company’s 2009 Form 10-K. The Company intends to quote the amount invested in Japanese government bonds by balance sheet classification (e.g., total amount in fair value terms for available for sale fixed maturities, and total amount in
amortized cost terms for held to maturity fixed maturities). The Company monitors its concentrations of credit risk on an on-going basis and will update its future disclosure should any other concentration of investment exceed 10% of
stockholders’ equity.

 *     *     *     *

As requested, 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 973-367-4373 if you have any questions about this
response letter.

 Very truly yours,

/s/ John T. Fleurant

 John T. Fleurant

 Corporate Controller

Copies to:
Richard J. Carbone

Susan L. Blount

June 10, 2010
 Richard J. Carbone Executive Vice President Prudential Financial, Inc. 751 Broad Street Newark, New Jersey 07102
Re: Prudential Financial, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 26, 2010
  File No. 001-16707

Dear Mr. Carbone:
 We have limited our review of your filing to  those issues we have addressed in our
comment.  In our comment, we ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  Where our comment requests you to revise disclosure, the in formation you provide should show us what the
revised disclosure will look like and identify th e annual or quarterly filing, as applicable, in
which you intend to first include it.  Please furnish us a letter on EDGAR under the form type
label CORRESP that keys your responses to our  comment.  If you do not  believe our comment
applies to your facts and circumstances,  please tell us why in your response.

After reviewing the information you provide in  response to this comment, we may have
additional comments and/or requ est that you amend your filing.
 Notes to Consolidated Financial Statements, page 247

4.  Investments, page 273

1. Please revise your note disclosure to state the name of each person in which the total
amount invested in the person and its aff iliates exceeds 10% of your total stockholders’
equity.  Separately disclose the name and a ggregate amount invested as recorded in your
Consolidated Statements of Financial Po sition (e.g., amounts in fair value terms for
available for sale securities, and amounts in amortized cost terms for held to maturity
securities).  In your revised disclosure, pl ease address your concentration in Japanese
government bonds that you reference on page 164.  Refer to note (6) of Rule 7-03(a)(1)
of Regulation S-X.

Richard J. Carbone
Prudential Financial, Inc. June 10, 2010 Page 2

             We urge all persons who are res ponsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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, please provide a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

You may contact Staci Shannon, Staff Accountant, at (202) 551-3374 or Lisa Vanjoske,
Assistant Chief Accountant, at  (202) 551-3614 if you have questi ons regarding the comment.
Please contact me at (202) 551-3679 with any other questions.
Sincerely,

Jim B. Rosenberg
Senior Assistant Chief Accountant

Via Facsimile and U.S. Mail
Mail Stop 4720

                                                                                                November 5, 2009

 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.
Definitive Proxy Statement on Schedule 14A, filed March 20, 2009
 Form 10-K for the Fiscal Year Ended December 31, 2008
File No. 001-13958

Dear Mr. Carbone:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
 Sincerely,

Carlton E. Tartar Accounting Branch Chief

CORRESP
1
filename1.htm

Correspondence

 Margaret M. Foran

 VP, Chief Governance
Officer & Corporate Secretary

 Prudential Financial, Inc.

 751 Broad Street, 21st Floor, Newark, NJ 07102

 Tel 973 802-7770 Fax 973 802-8287

 margaret.foran@prudential.com

    October 26 2009

 Via EDGAR

 Mr. Jeffrey P. Riedler

 Assistant Director

 Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street N.E.

 Washington, DC 20549

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

Definitive Proxy Statement on Schedule 14A, filed March 20, 2009

Form 10-K for the Fiscal Year Ended December 31, 2008

File No. 001-1677

 Dear Mr. Riedler:

 We received your letter dated September 29, 2009, addressed to Richard J. Carbone, setting forth comments of the staff of the Securities
and Exchange Commission (the “Commission”) on the Company’s Definitive Proxy Statement on Schedule 14A filed on March 20, 2009. For your convenience, we have included the staff’s comments below and have keyed our responses
accordingly.

 We have agreed as indicated in our response to enhance
certain disclosures in future filings in order to address the staff’s comments. We are doing so in the spirit of cooperation with the staff, and any changes reflected in future filings should not be taken as an admission that prior disclosures
were in any way deficient or inaccurate.

 Definitive Proxy Statement on Schedule 14A, filed March 20, 2009

 Compensation Discussion and Analysis, page 22

 2008 Results and Compensation of Named Executive Officers, page 28

1.
We note your response to our prior comment 2. The proposed disclosure relates only to Mr. Strangfeld’s annual incentive award. Please provide us with
proposed disclosure for each of the NEOs explaining how the Committee evaluated the factors in determining the annual incentive award for each NEO.

 Mr. Riedler

 U.S. Securities and Exchange Commission

 October 26, 2009

 Page 2

 Response:

 We agree with the staff’s comment. Assuming no specific weight is assigned to the factors applicable for 2009, the Company will expand the disclosure with respect to Mr. Strangfeld set forth in
our prior response to provide disclosure to the same effect with respect to the other named executive officers.

2.
We reissue the second portion of our prior comment 2. Please provide a detailed enough description of the factors considered by the Committee in determining annual
incentive awards such than an investor would be able to understand what the achievement of those factors entailed. It is not relevant for purposes of this disclosure whether the criteria the registrant used to determine incentive awards were
communicated to the NEOs early in the year or not at all. It is also not relevant for purposes of this disclosure whether the Committee assigned a specific weight to each factor or not. If these factors were used in setting incentive compensation
they should be identified and the Committee’s assessment of the degree of achievement should also be discussed. To the extent the factors were quantifiable the discussion of achievement should be quantitative.

 Response:

 Set forth below is a description of the significant factors considered by the Compensation Committee of the Board of Directors in determining the annual incentive awards to the named executive officers for 2008. In addition, the Company
undertakes below to provide additional disclosures in future years as appropriate in order to respond to the staff’s comment.

 As indicated in the proxy statement (page 29), there were two “key drivers” of the annual incentive awards made to the named executive officers for 2008:

(a)
the effect of the global economic and credit crisis on the financial performance of the Company (and, therefore, the substantial reduction in the size of the annual
incentive pool from its 2007 level), and

(b)
the senior management succession that occurred in January 2008, in which the responsibilities of certain of the named executive officers were significantly increased,
thereby offsetting for those individuals some of the effect of the overall reduction in the annual incentive pool.

 These two key drivers and related individual performance factors predominated over other individual performance factors in the determination of the annual incentive awards for the named executive officers for 2008.

 As described in the proxy statement (pages 23-24) and in our previous responses, the 2008 annual incentive pool was calculated based on
pre-tax AOI, ROE, Operating Revenues on an AOI basis and EPS. The amounts of each of these measures for 2008 and the weight accorded to each of them in determining the 2008 annual incentive pool are provided on page 24 of the proxy statement. The
overall 2008 annual incentive pool, as so calculated, was reduced substantially from 2007, reflecting the effect on the Company’s financial performance of the global economic and credit crisis. While the criteria used for determining the
funding level of the pool as a whole is not determinative in arriving at the award for any individual named executive officer, the reduction in the overall annual incentive pool worked to decrease significantly the bonus opportunity available to the
named executive officers.

 Mr. Riedler

 U.S. Securities and Exchange Commission

 October 26, 2009

 Page 3

 As part of the senior management succession in January 2008, Mr. Strangfeld became CEO.
Messrs. Baird and Winograd were each promoted to the position of Executive Vice President and assumed responsibility for the International Businesses and U.S. Businesses, respectively. Mr. Grier, who previously had responsibility for the
International Businesses, assumed responsibility for a broad range of risk management and operational functions, as well as responsibility for global strategic initiatives. Mr. Carbone was also promoted to the position of Executive Vice
President in recognition of his critical role in a time of transition. As indicated in the proxy statement (pages 28-29) and in our previous responses, the significant increase in the scope of responsibilities of these named executive officers was
the second key factor in the Committee’s deliberations and worked to increase the bonus opportunity available to them. Market data for these individuals’ positions in the peer group were also considered.

 In discussing individual performance factors, the proxy statement (pages 29-30) emphasizes the achievements of the named executive officers
in relation to the two key drivers described above. For example, the proxy statement notes the successful succession of Messrs. Strangfeld, Grier, Baird and Winograd to their new roles and the successful transition of all the named executive
officers to the new management structure. Additionally, the proxy statement notes the individual responses of the named executive officers to the challenges presented by the unprecedented global economic and credit crisis, focusing on their
particular positions and roles. Specifically, the proxy statement notes Mr. Strangfeld’s critical leadership as the new CEO in crisis management, Mr. Carbone’s leadership as CFO in capital management efforts,
Mr. Grier’s strategic leadership as part of the Office of the Chairman in managing myriad issues relating to the crisis and Mr. Winograd’s leadership as the head of the Company’s U.S. businesses in managing issues raised by
the crisis with respect to the investment businesses for which he is responsible. In light of the prominence given to the senior management changes and the challenges presented by the global economic and credit crisis (in the proxy statement, the
Annual Report to Shareholders and elsewhere), we believe the descriptions of these achievements are meaningful to investors in understanding the basis for the annual incentive awards to the named executive officers for 2008.

 In addition to the individual performance factors relating to the two key drivers discussed above, other individual performance factors
considered by the Committee are also identified in the proxy statement (pages 29-30). For example, the “strong performance” of the International Insurance businesses and the “solid performance” of the traditional insurance
businesses are noted. (For the information of the staff, the International Insurance business reported record earnings on an AOI basis in 2008 and the Company’s Individual Life segment achieved earnings that, while less than those for 2007,
were considered “solid” in the face of difficult market conditions.) Taking into account the relatively greater importance of the key drivers and related individual performance factors described above, we believe the level of detail
presented in the proxy statement with regard to these additional but subsidiary individual performance factors is appropriate.

 Mr. Riedler

 U.S. Securities and Exchange Commission

 October 26, 2009

 Page 4

 While the key drivers and related individual performance factors described above were
relatively more important than other factors in the determination of the annual incentive awards for 2008, the Committee did not assign a specific weight to any factor but, rather, evaluated the totality of the factors in determining the annual
incentive awards. The effect of the Committee’s consideration of the above key drivers, as well as the individual performance factors referred to above, is quantified in the Summary Compensation Table on page 32 and in the Compensation
Discussion and Analysis on page 29. As indicated, each of Messrs. Strangfeld, Carbone and Grier received an annual incentive award for 2008 significantly less than that awarded to him for 2007. The bonus awarded to Mr. Strangfeld for 2008 in
his capacity as CEO was 25% less than that awarded to the CEO for 2007. Messrs. Baird and Winograd were not named executive officers in 2007. However, total bonuses awarded to the top five named executive officers for 2008 decreased by 41% from the
total awarded to the top five named executive officers for 2007.

 While, as described above, certain key drivers and related
individual performance factors predominated in the Committee’s determination of the annual incentive awards to the named executive officers for 2008, we acknowledge the staff’s comment and, in future years, to the extent corporate and
individual performance factors, including financial and non-financial goals and objectives, are significant in determining the amount of annual incentive awards to the named executive officers, the Company will expand its disclosures as appropriate
to describe those factors in sufficient detail such that an investor would be able to understand what the achievement of those factors entailed, including the degree of achievement. To the extent the factors are quantifiable, our discussion of the
particular achievement would be quantitative. We note in this regard that the Company has commenced a review of its approach to its Compensation Discussion and Analysis and other proxy statement disclosures in light of the proxy statement disclosure
enhancements being considered by the Commission.

 *        *        *        *

 Please feel free to call me at 973-802-7770 if you have any questions about this response letter.

 Very truly yours,

 /s/ MARGARET M. FORAN

 Margaret M. Foran

 Chief Governance Officer and Secretary

Copies to:
Richard J. Carbone

Susan L. Blount

CORRESP
1
filename1.htm

Correspondence

 Brian J. Morris

 Chief Corporate Finance Counsel, Law Department

 The Prudential Insurance Company of America

 751 Broad Street, Newark, NJ 07102

 Tel 973-802-3200 Fax 973-802-7614

 brian.morris@prudential.com

        October 7, 2009

 Via EDGAR

 Mr. Jeffrey P. Riedler

 Assistant Director

 Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street N.E.

 Washington, DC 20549

Re:
Prudential Financial, Inc.

Definitive Proxy Statement on Schedule 14A, filed March 20, 2009

Form 10-K for the Fiscal Year Ended December 31, 2008

File No. 001-16707

 Dear Mr. Riedler:

 I am writing regarding your letter, dated September 29, 2009, addressed to Richard J. Carbone setting forth comments of
the Staff of the Securities and Exchange Commission on the Definitive Proxy Statement on Schedule 14A, filed on March 20, 2009, of Prudential Financial, Inc. (the “Company”). Please note that, as discussed with you, the Company
intends to respond to the Staff’s comments by October 30, 2009.

 Please call me at the above number if you have any
questions.

Very truly yours,

/S/    BRIAN J. MORRIS

Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                   September 29, 2009   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.
Definitive Proxy Statement on Schedule 14A, filed March 20, 2009
 Form 10-K for the Fiscal Year Ended December 31, 2008
File No. 001-16707

Dear Mr. Carbone:

We have reviewed your July 29, 2009 re sponse to our July 16, 2009 letter and
have the following comments. In our comments, we ask you to provide us with information so we may better understand your disclosure. Where a comment requests you
to revise disclosure, the information you provide should show us what the revised
disclosure will look like and identify the f iling in which you intend to  first include it. If
you do not believe that revised disclosure is necessary, explain the reason in your
response. After reviewing the information provided, we may raise additional comments and/or request that you amend your filing.

Definitive Proxy Statement on Schedule 14A, filed March 20, 2009

Compensation Discussion and Analysis, page 22

2008 Results and Compensation of Named Executive Officers, page 28

1. We note your response to our prior comment  2.  The proposed disclosure relates
only to Mr. Strangfeld’s annual incentive aw ard.  Please provide us with proposed
disclosure for each of the NEOs explaining how the Committee evaluated the
factors in determining the annual incentive award for each NEO.
 2. We reissue the second portion of our prio r comment 2.  Please provide a detailed
enough description of the factors consid ered by the Committee in determining
annual incentive awards such than an investor would be able to understand what
the achievement of those fact ors entailed.  It is not rele vant for purposes of this

Mr. Richard J. Carbone
Prudential Financial, Inc.   September 29, 2009 Page 2
 disclosure whether the criteria the registra nt used to determine incentive awards
were communicated to the NEOs early in the year or not at all.   It is also not
relevant for purposes of th is disclosure whether the Committee assigned a specific
weight to each factor or not .  If these factors were used in setting incentive
compensation they should be identified and the Committee’s assessment of the degree of achievement should also be disc ussed.  To the extent the factors were
quantifiable the discussion of ach ievement should be quantitative.

*    *    *    *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that  keys your responses to our
comments and provide the requested information.  Detailed letters gr eatly facilitate our
review.  Please furnish your letter on EDGAR under the form type label CORRESP.

You may contact Sebastian Gomez Aber o at (202) 551-3578 or me at (202) 551-
3715 with any questions.

        S i n c e r e l y ,

        J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

Response Letter

 Brian J. Morris

 Chief Corporate Finance Counsel

 751 Broad Street, Newark NJ 07102-3714

 Tel 973 802-3200    Fax 973 802-7614

 July 29, 2009

 Via EDGAR

 Mr. Jim B. Rosenberg

 Senior
Assistant Chief Accountant

 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”)

 Definitive Proxy Statement on Schedule 14A, filed March 20, 2009

 Form 10-K for the Fiscal Year Ended December 31, 2008

 File No. 001-1677

 Dear
Mr. Rosenberg:

 We received your letter dated July 16, 2009, addressed to Richard J. Carbone, setting forth comments of the staff
of the Securities and Exchange Commission (the “Commission”) on the Company’s Definitive Proxy Statement on Schedule 14A filed on March 20, 2009 and Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the
“2008 Form 10-K”). For your convenience, we have included the staff’s comments below and have keyed our responses accordingly.

 We have agreed as indicated in our response to enhance certain disclosures in future filings in order to address the staff’s comments. We are doing so in the spirit of cooperation with the staff, and any changes reflected in future
filings should not be taken as an admission that prior disclosures were in any way deficient or inaccurate.

 Definitive Proxy Statement on Schedule 14A,
filed March 20, 2009

 Compensation Discussion and Analysis, page 22

 2008 Results and Compensation of Named Executive Officers, page 28

1.
We note your response to our prior comment one. Future filings should specifically indicate that there were no pre-established goals articulated to the named executive officers
by the Compensation Committee. Please provide us with the proposed disclosure you plan to include in future filings.

 Mr. Jim B. Rosenberg

 U.S. Securities and Exchange Commission

 July 29, 2009

  Page
 2

 Response:

 Assuming that the facts are the same with respect to fiscal 2009 compensation as fiscal 2008 compensation, Prudential would disclose
“The Committee did not disclose to the named executive officers individual pre-established performance metrics; the executive officers were, however, informed of the key financial factors that the Committee would consider when assessing company
performance, their contributions to that performance and their variable incentive compensation.”

2.
We note your response to our prior comment two and reissue that comment. Your disclosure under the headings “Annual Incentive Award and Base Salary for the 2008 Chief
Executive Officer” and “Annual Incentive Awards and Base Salaries for the Other Named Executive Officers” should analyze the reasons why the Board believes that the annual incentive awards paid to the NEOs were appropriate in light of
the various factors considered. As currently drafted, an investor would be unable to understand the link between the factors considered and the amounts paid. The revised disclosure need not to suggest a “more mathematical approach” if that
was not the approach the Board took. Nevertheless, the revised disclosure should explain why the Board decided to pay the amounts it did based on all the factors considered. Also, we disagree that inclusion of quantitative disclosure about
individual business units may infer that those quantitative factors were more important than the qualitative factors. To the extent the Board considered quantitative factors in reaching its compensation decision, those factors should be quantified.
Also, the description of the qualitative factors should be detailed enough to allow an investor to understand what the achievement entailed. Please provide us with proposed disclosure you would include in future filings in response to this
comment.

 Response:

 As described in our prior response, there was no “link” or weighting of any particular factor considered in setting Mr. Strangfeld’s annual incentive award. Mr. Strangfeld’s annual
incentive award reflected the Committee’s consideration and weighing of the specified factors. In light of the Staff’s comment, assuming that the facts are the same with respect to Mr. Strangfeld’s fiscal 2009 annual incentive
compensation as fiscal 2008, Prudential would disclose, “In considering these factors, the Committee did not assign a specific weight to each factor. Rather, the Committee evaluated the totality of these factors in determining
Mr. Strangfeld’s annual incentive award.”

 Form 10-K for Fiscal Year Ended December 31, 2008

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

 Application of Critical Accounting Estimates

 Policyholder Liabilities

 Mr. Jim B. Rosenberg

 U.S. Securities and Exchange Commission

 July 29, 2009

  Page
 3

 Future Policy Benefit
Reserves, other than Unpaid Claims and Claim Adjustment Expenses, page 82

3.
We acknowledge your response to prior comment four. However, current disclosure in the filing does not quantify the key assumptions about equity market returns, the timing of
annuitization, contract lapses and contractholder mortality. Please revise your disclosure to provide this information. Also, we acknowledge your intention to disclose “any material impact on the reserves …of a hypothetical 100 basis point
increase or decrease in the future rate of return assumption on assets held related to variable annuity products.” However, we believe that disclosure of the material impact on operating results of a reasonably likely basis point increase or
decrease in the rate of return assumption used in your last reported reserve valuation would also provide beneficial information to investors. Please revise your proposed new disclosure accordingly.

 Response:

 The Company acknowledges
the staff’s comment to expand its disclosures around the assumptions used in accounting for the reserves for guaranteed minimum death and income benefits related to variable annuity policies in future Form 10-K filings. In the revised
disclosure the Company will describe its process for developing these assumptions and, where practicable, quantify the actual assumption used. To the extent there are material quarterly updates to these assumptions, such update would also be
included in the applicable quarterly Form 10-Q. Assuming current market conditions that existed as of December 31, 2008 continue through December 31, 2009, the Company would add the following disclosure within Item 7,
Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”), Application of Critical Accounting Estimates section of its December 31, 2009 Form 10-K:

 In establishing reserves for guaranteed minimum death and income benefits related to variable annuity policies, we must make estimates and assumptions
about the timing of annuitization, contract lapses and contract holder mortality, as well as equity market returns. Assumptions relating to contractholder behavior, such as the timing of annuitization and contract lapses, are based on our experience
by contract group, and vary by product type and year of issuance. Our dynamic lapse rate assumption applies a different lapse rate on a contract by contract basis based on a comparison of the guaranteed minimum death or income benefit and the
current policyholder account value as well as other factors such as the applicability of any surrender charges. In-the-money contracts are those with a guaranteed minimum benefit in excess of the current policyholder account value. Since
in-the-money contracts are less likely to lapse, we apply a lower lapse rate assumption to these contracts. As an example, the lapse rate assumptions for out-of-the money contracts that are out of their surrender charge period average between xx%
and xx% per year. This lapse rate assumption

 Mr. Jim B. Rosenberg

 U.S. Securities and Exchange Commission

 July 29, 2009

  Page
 4

would be reduced for similar in-the-money contracts, based on the extent of the excess and the age of the contract. Mortality assumptions are generally based
on our historical experience or standard industry tables, and also vary by contract group. Unless a material change in behavior or mortality experience is observed in an interim period, we generally update assumptions related to contract holder
behavior and mortality in the third quarter of each year by considering the actual results that have occurred during the period from the most recent update to the expected amounts.

 Our long-term future expected rate of return across all asset types for variable annuities products was xx% per annum as of December 31, 2009. The
following table provides a demonstration of the sensitivity of the reserves for guaranteed minimum death and income benefits related to variable annuity policies relative to our long-term future rate of return assumptions by quantifying the
adjustments that would be required assuming both a 100 basis point increase and decrease in our long-term future rate of return. While the information below is for illustrative purposes only and does not reflect our expectations regarding future
rate of return assumptions, it is a near-term, reasonably likely change that illustrates the potential impact of such a change. This information considers only the direct effect of changes in our future rate of return on operating results due to the
change in the reserve balance and not changes in any other assumptions such as persistency, mortality, or expenses included in our evaluation of the reserves, or any changes on DAC or other balances.

December 31, 2009

Increase/(Reduction) in
GMDB/GMIB Reserve

(in millions)

 Increase in future rate of return by 100 basis points

$
xx

 Decrease in future rate of return by 100 basis points

$
xx

 In addition to long-term rates of return discussed above, shorter term fluctuations in the equity
markets could also cause material volatility in operating results due to changes in the reserves for guaranteed minimum death and income benefits. Therefore, the Company will also disclose the actual current period rate of return used in accounting
for the reserves in comparison to the previously expected rate of return for the period. For example, assuming current market conditions that existed as of December 31, 2008 continue through December 31, 2009, the Company would add the
following disclosure to the MD&A for the Individual Annuities segment in its December 31, 2009 Form 10-K:

 The actual rate of
return on variable annuity account values for 2009 was xx% compared to an expected rate of return of xx% used in establishing prior period reserves. Of the $xx million increase in the reserves for guaranteed minimum death and income benefits related
to variable annuity policies discussed above, approximately $xx million was the result of the lower actual rate of return for 2009

 Mr. Jim B. Rosenberg

 U.S. Securities and Exchange Commission

 July 29, 2009

  Page
 5

versus the previously expected rate of return we used in establishing prior period reserves.

 Disclosure of these rates, together with the actual adjustments to the reserves for the period, will provide investors with a frame of reference for how
shorter-term changes in the Company’s rate of return assumptions may impact operating results going forward.

4.
Please refer to prior comment five. You account for transfers from the general account to the separate account at stated contract value. Please tell us how your accounting
treatment for these transfers complies with paragraphs 15 through 18 of SOP 03-01 which requires these transfers be recorded at fair value.

 Response:

 The stated contract value mentioned in the Company’s response to prior comment five
pertains to the liability removed from “policyholders’ account balances.” All asset transfers are done in cash and not investments. The Company’s process requires that general account assets be sold to generate the amount of cash
needed to affect the transfer. Upon sale, any respective gain or loss is recognized in the general account. Cash in the amount equal to the policyholders’ account balance, net of Market Value Adjustment (MVA), is transferred to the separate
account. As cash is always at fair value, the transfer is done at fair value in accordance with paragraph 15 of SOP 03-01. The cash amount transferred becomes the third-party contract holders’ proportionate interest in the separate account(s)
arrangements. The separate account arrangements meet the criteria in paragraph 11.

 The Company would also like to address the
applicability of paragraphs 16 and 17 of SOP 03-01 for these transactions. The separate accounts involved in the rebalancing feature described in prior comment five have insurance enterprise proportionate interests of less than 20 percent of the
separate account with all of the underlying investments of the separate account meeting the definition of securities under FAS 115 or paragraph 46 of FAS 60, as amended by FAS 115, or cash and cash equivalents. As allowed by paragraph 18 of SOP
03-01, the enterprise reports its proportionate interest of the separate account as an investment in equity securities under FAS 115. This investment is classified as trading and accounted for under the guidance of FAS 115. As a result, the guidance
in SOP 03-01 paragraphs 16 and 17 are not applicable.

 * * * *

 As requested, the Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 Mr. Jim B. Rosenberg

 U.S. Securities and Exchange Commission

 July 29, 2009

  Page
 6

•

 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 973-802-3200 if you have any questions about this response letter.

 Very truly yours,

 /s/ BRIAN J. MORRIS

 Brian J. Morris

 Chief Corporate Finance Counsel

Copies to:

 Richard J. Carbone

 Susan L. Blount

Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                    July 16, 2009   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.
Definitive Proxy Statement on Schedule 14A, filed March 20, 2009
 Form 10-K for the Fiscal Year Ended December 31, 2008
File No. 001-16707

Dear Mr. Carbone:

We have reviewed your May 1, 2009 and May 15, 2009 responses to our April 16,
2009 letter and have the following comments. In  our comments, we ask you to provide us
with information so we may better unders tand your disclosure. Where a comment
requests you to revise disclosure, the information you provide should show us what the revised disclosure will look like and identif y the filing in which you intend to first
include it. If you do not believe that revised disclosure is ne cessary, explain the reason in
your response. After reviewing the inform ation provided, we may raise additional
comments and/or request that you amend your filing.

Definitive Proxy Statement on Schedule 14A, filed March 20, 2009

Compensation Discussion and Analysis, page 22

2008 Results and Compensation of Named Executive Officers, page 28

1. We note your response to our prior co mment one.  Future filings should
specifically indicate that there were no pre-established goals articulated to the
named executive officers by the Compensa tion Committee.  Please provide us
with the proposed disclosure you plan to include in future filings.

2. We note your response to our prior comment two and reissue that comment.  Your
disclosure under the headings “Annual In centive Award and Base Salary for the
2008 Chief Executive Officer” and “Annual Incentive Awards and Base Salaries for the Other Named Executive Officers” should analyze the reasons why the

Mr. Richard J. Carbone
Prudential Financial, Inc.   July 16, 2009 Page 2
 Board believes that the annual incentiv e awards paid to the NEOs were
appropriate in light of the various factors considered.  As currently drafted, an
investor would be unable to understand th e link between the factors considered
and the amounts paid.  The revised disclosure need not to suggest a “more mathematical approach” if that wa s not the approach the Board took.
Nevertheless, the revised disclosure shoul d explain why the Board decided to pay
the amounts it did based on all the factors considered.  Also, we disagree that
inclusion of quantitative disc losure about individual bus iness units may infer that
those quantitative factors were more importa nt than the qualitative factors.  To the
extent the Board considered quantitative  factors in reaching its compensation
decision, those factors should be quantified.  Also, the description of the qualitative factors should be detailed e nough to allow an investor to understand
what the achievement entailed.  Please provide us with proposed disclosure you
would include in future filings in response to this comment.
 Form 10-K for Fiscal Year Ended December 31, 2008
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Application of Critical Accounting Estimates

Policyholder Liabilities

Future Policy Benefit Reserves, other th an Unpaid Claims and Claim Adjustment
Expenses, page 82
3. We acknowledge your response to prior comment four. However current
disclosure in the filing does  not quantify the key assumptions about equity market
returns, the timing of annu itization, contract lapses a nd contractholder mortality.
Please revise your disclosure to provide this information.  Also, we acknowledge
your intention to disclose “any material  impact on the reserves…of a hypothetical
100 basis point increase or decrease in the future rate of return assumption on assets held related to variable annuity  products.” However, we believe that
disclosure of the material impact on opera ting results of a reasonably likely basis
point increase or decrease in the rate of return as sumption used in your last
reported reserve valuation would also provide  beneficial information to investors.
Please revise your proposed ne w disclosure accordingly.

4.   Please refer to prior comment five. You account for transfers from the general
account to the separate account at stated contract value. Please tell us how your
accounting treatment for these transfers complies with paragraphs 15 through 18
of SOP 03-01 which requires these transf ers be recorded at fair value.

*    *    *    *

Mr. Richard J. Carbone
Prudential Financial, Inc.   July 16, 2009 Page 3
 Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that  keys your responses to our
comments and provide the requested information.  Detailed letters gr eatly facilitate our
review.  Please furnish your letter on EDGAR under the form type label CORRESP.

Please contact Frank Wyman, Staff A ccountant, at (202) 551-3660 or Don
Abbott, Senior Staff Accountant, at (202) 551-3608, if you have any questions regarding
the processing of your response as well as  any questions regarding comments on the
financial statements and related matters. You may contact Sebastian Gomez Abero, Staff
Attorney, at (202) 551-3578 or Jeffrey Ried ler, Assistant Director, at (202) 551-3715
with questions on any of the othe r comments. In this regard, do not hesitate to contact me
at (202) 551-3679.

Sincerely,

Jim B. Rosenberg Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Response Letter

 May 15, 2009

 Mr. Jim B. Rosenberg

 Senior Assistant Chief Accountant

 Securities and Exchange Commission

 Division of Corporate Finance

Mail Stop 6010

 100 F Street, N.E.

 Washington, D.C. 20549

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

Definitive Proxy Statement on Schedule 14A, filed March 20, 2009

Form 10-K for the Fiscal Year Ended December 31, 2008

File No. 001-13958

 Dear Mr. Rosenberg:

 We appreciate the Staff’s careful review of the Company’s Definitive Proxy Statement, dated May 12, 2009 (the “Proxy Statement”), and look
forward to working with the Staff on its comments. Below are our responses to the comments. For ease of reference, we have included the text of your comments prior to our responses. The responses to the Staff’s comments on the Company’s
Annual Report in Form 10-K for the year ended December 31, 2008 were submitted separately on May 1, 2009 via EDGAR.

 Compensation
Discussion and Analysis, page 22

 2008 Results and Compensation of Named Executive Officers, page 28

 Comment 1. We note that the Board considered a number of factors when determining 2008 annual incentive awards for the named executive officers. It is unclear from
your disclosure whether the Board communicated to each of the named executive officers pre-established goals relating to each of those factors. If the Board communicated pre-established goals, please describe what each goal was and whether it was
met. If the Board did not communicate pre-established goals, please disclose the fact and describe how the Board selected the factors it considered.

 Response. As described in the discussion of Annual Incentives in pages 23 and 24 of the Proxy Statement, funding for the annual incentive pool is based on the following four key measures of

 Mr. Jim B. Rosenberg

 May 15, 2009

 Page 2

 our financial performance:
Pre-Tax AOI; ROE: Operating Revenues (AOI basis); and EPS. While the performance of these measures was material in determining the amount of the incentive pool for over 2,700 employees, the Compensation Committee determined the amount of each named
executive officer’s annual incentive award based primarily on his or her individual performance and contributions during the year. The Compensation Committee also considers the market data for the individual’s position in the peer group
before determining the award. The Lead Director conducted an evaluation of the CEO’s performance and discussed the feedback received from the independent Directors on the CEO’s performance with the Chair of the Compensation Committee in
advance of the Committee’s deliberations regarding the CEO’s compensation. Similarly, the CEO evaluated the performance and contributions of the other executive officers and presented his recommendations to the Compensation Committee for
its consideration. With respect to individual performance, the CEO and the Board engaged in discussions throughout the year regarding the CEO’s individual objectives, but the Board did not communicate individual, pre-established goals to the
other named executive officers. The factors that were considered for each executive were dependent on each individual’s role and the businesses and functions for which he was responsible. Responding to and managing through the economic crisis
became an important factor that was not envisioned at the beginning of the performance year. In summary, the nature of this process is such that there were no “pre-established” goals articulated to the named executive officers by the
Compensation Committee.

 Comment 2. Your disclosure should analyze the reasons why the Board believes that the 2008 annual incentive awards paid
were appropriate in light of the various factors it considered. An investor should be able to understand the link between the factors considered and the amounts paid. For example, it is not clear what “new product development” and
“accomplishments related to talent management and development” the Board considered when determining Mr. Strangfeld’s award and how those factors, along with the other ones considered by the Board, resulted in a $3,300,000 award.
Also, to the extent a factor considered is quantifiable, such as “the strong performance of the International Insurance businesses” and the “solid performance of the traditional insurance businesses,” your disclosure should
quantify such achievement. Please expand your analysis so an investor is able to understand how the Board used the factors considered to determine the 2008 annual incentive awards.

 Response. As disclosed on page 29 of the Proxy Statement, the Company’s Board of Directors considered a broad range of factors in determining Mr. Strangfeld’s annual incentive payment. The
Board did not weigh individual factors or prioritize the importance of the factors disclosed on page 29. Accordingly, the Company believes that the quantification and elaboration requested by the Staff may incorrectly suggest to shareholders a
more mathematical approach than what the Board undertook in establishing Mr. Strangfeld’s annual incentive compensation. In addition, inclusion of quantitative disclosure on individual business unit performance may infer that these
quantitative measures were somehow more important than the qualitative factors considered by the Board. The financial results for the Company and the individual business units disclosed in our Annual Report were instrumental in determining the size
of the overall incentive pool and were part of the background under which individual performance was evaluated.

 Mr. Jim B. Rosenberg

 May 15, 2009

 Page 3

 However, as stated above,
Mr. Strangfeld’s leadership during the financial crisis was an important qualitative factor considered by the Board. Likewise, with respect to talent management, the Compensation Committee considered the successful transition to a new
leadership team, as well as the effectiveness of the new team in managing the Company through an unprecedented crisis in the financial markets.

 *    *    *    *

 As requested, the Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the Proxy Statement;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Securities and Exchange Commission (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.

 If you have any questions or would like to discuss any aspect of this letter, please contact me at 973-802-3200 or by email at
brian.morris@prudential.com.

 Thank you for your assistance.

 Sincerely,

 /s/ Brian J. Morris

CORRESP
1
filename1.htm

Response Letter

 Peter B. Sayre

 Senior Vice President and
Controller

 213 Washington Street, Newark NJ 07102-2917

 Tel 973 802-6309 Fax 973 802-9065

 May 1, 2009

 Via EDGAR

 Mr. Jim B. Rosenberg

 Senior
Assistant Chief Accountant

 Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 6010

 100 F
Street, N.E.

 Washington, DC 20549

 RE:

 Prudential Financial, Inc. (the “Company”)

 Definitive Proxy Statement on Schedule 14A, filed March 20, 2009

 Form 10-K for the Fiscal Year Ended December 31, 2008

 File No. 001-13958

 Dear Mr. Rosenberg:

 We received your letter dated April 16, 2009, addressed to Richard J. Carbone, setting forth comments of the staff of the Securities and Exchange Commission (the “Commission”) on the Company’s
Definitive Proxy Statement on Schedule 14A filed on March 20, 2009 and Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the “2008 Form 10-K”). As previously indicated in our letter to you dated
April 29, 2009, in order to allow for appropriate review, we intend to respond to the comments relating to the Definitive Proxy Statement separately. This letter responds only to the comments relating to the 2008 Form 10-K. For your
convenience, we have included the staff’s comments below and have keyed our response accordingly.

 We have agreed as indicated in our
response to enhance certain disclosures in future filings in order to address the staff’s comments. We are doing so in the spirit of cooperation with the staff, and any changes reflected in future filings should not be taken as an admission
that prior disclosures were in any way deficient or inaccurate.

 Form 10-K for the Fiscal Year Ended December 31, 2008

 Item 1A. Risk Factors, page 43

 Ratings downgrades and changes
in credit spreads may require us to post collateral, thereby affecting our liquidity…, page 50

3.
You state that as you continue to underwrite term and universal life business you expect to have borrowing needs in 2009 to finance statutory reserves required under Regulation
XXX and Guideline AXXX, but that based on current market conditions you may not be able to finance those needs. Please expand your risk factor and your “Liquidity and Capital Resources” section to quantify those 2009 borrowing needs.

 Mr. Jim B. Rosenberg

 U.S. Securities and Exchange Commission

 May 1, 2009

 Page 2

 Response:

 The Company acknowledges the staff’s comment to provide quantification of our estimated 2009 borrowing needs as it relates to financing statutory reserves required under Regulation XXX and Guideline AXXX. The
Company intends to include disclosure in the Risk Factors and “Liquidity and Capital Resources” sections of its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009 as follows:

 As we continue to underwrite term and universal life business, we expect to have borrowing needs in 2009 to finance statutory reserves required under
Regulation XXX and Guideline AXXX. Several strategies are currently under review to reduce the strain of increased AXXX and XXX statutory reserves associated with our term and universal life products. The activities we may undertake to mitigate or
address these needs include obtaining letters of credit, entering into reinsurance transactions or executing other capital market strategies; however, our ability to successfully execute these strategies may depend on market conditions. Further, we
have $300 million currently available under our XXX notes facility described above. Absent any successful mitigation efforts and assuming full usage of the XXX notes facility, we currently believe that our financing need for 2009 could be up to $xxx
million for XXX and AXXX combined, but this amount may fluctuate due to changes in market conditions or product sales. If we are unsuccessful in satisfying or mitigating this strain as a result of market conditions or otherwise, this financing need
could have an adverse effect on our overall liquidity and capital and could require us to increase prices and/or reduce our sales of term or universal life products.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

 Application of
Critical Accounting Estimates

 Policyholder Liabilities

 Future Policy Benefit Reserves, other than Unpaid Claims and Claim Adjustment Expenses, page 82

4.
Please expand your disclosure regarding the reserves for guaranteed minimum death and income benefits related to your variable annuity policies to discuss the methods and key
assumptions as well as the historical and reasonably likely sensitivities inherent in these accounting estimates.

 Response:

 The Company acknowledges the staff’s comment to expand its disclosures within Item 7, Management’s
Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”), Application of Critical Accounting Estimates for Policyholder Liabilities to include disclosures regarding the methods and key assumptions used in
accounting for the reserves for guaranteed minimum death and income benefits related to variable annuity policies.

 Mr. Jim B. Rosenberg

 U.S. Securities and Exchange Commission

 May 1, 2009

 Page 3

 Within Note 9 on pages 288 and 290 of the 2008 Form 10-K, the Company disclosed the methods and key
assumptions used in accounting for the reserves for guaranteed minimum death and income benefits related to variable annuity policies. In particular, these disclosures indicated that in accounting for these reserves the Company must make estimates
and assumptions about equity market returns, the timing of annuitization, contract lapses, and contractholder mortality. Further, as part of the MD&A for the Individual Annuities segment, on pages 96 through 98 of the 2008 Form 10-K, the Company
disclosed that changes in actual and estimated equity markets returns and changes in assumptions around contract lapses were the primary drivers of reserve increases related to the annual review ($265 million), market performance adjustment ($337
million) and quarterly adjustments for current period experience ($93 million) related to these reserves. There was no material impact on the reserves for guaranteed minimum death and income benefits related to changes in these estimates and
assumptions for the years ended December 31, 2007 or 2006.

 The Company will revise its disclosures in future Form 10-K filings to be
similar to those included in Note 9 of the 2008 Form 10-K, as noted above. In addition, the Company will disclose in future Form 10-K filings any material impact on the reserves for guaranteed minimum death and income benefits of a hypothetical 100
basis point increase or decrease in the future rate of return assumption on assets held related to variable annuity products. This sensitivity reflects a near-term reasonably likely hypothetical change in equity market returns.

5.
You refer to a feature in your variable annuity contracts, the automatic rebalancing element, whereby you transfer separate account assets to the general account in order to
limit equity market risk. Please explain to us how this feature operates, particularly how you account for transfers between the separate account and general account and subsequent investment income generated by assets transferred to the general
account under this feature. Ensure that your response quantifies the impact from this activity on general and separate account operating results for each period presented.

 Response:

 The Company acknowledges
the staff’s comment to provide additional information regarding the automatic rebalancing element included in the design of certain variable annuity products. Within Item 1 on page 8 of the 2008 Form 10-K, the Company disclosed the
operation of the automatic rebalancing element as follows:

 The automatic rebalancing element included in the design of
certain variable annuity products transfers assets between contractholder sub-accounts depending on a number of factors, including the investment performance of the sub-accounts. Negative investment performance may result in transfers to either a
fixed-rate general account option or a separate account bond portfolio. In certain situations, assets may transfer back when investment performance improves.

 Mr. Jim B. Rosenberg

 U.S. Securities and Exchange Commission

 May 1, 2009

 Page 4

 Under the automatic rebalancing element, when funds are transferred from a separate account to the
general account, the “separate account assets” are removed at their market value (and the corresponding “separate account liability” is removed at its contract value, which equals market value) and the applicable general account
assets (e.g. “fixed maturities - available-for-sale”) are increased with a corresponding increase in liabilities to “policyholders’ account balances”, within the Consolidated Statements of Financial Position. Funds
transferred into the general account relating to the automatic rebalancing element are classified based on the type of asset purchased, and are generally reflected in “fixed maturities – available-for-sale.”

 Because the separate accounts are carried at market value and the transfer to the general account is at market value there is no impact to the
Consolidated Statements of Operations from these transfers. The general account portion of variable annuity contracts are classified as universal life-type contracts and follow accounting prescribed by SFAS 97 (deposit accounting).

 Investment income generated by assets transferred to the general account under this feature is reflected in “Net investment income” on the
Consolidated Statements of Operations. Investment gains (losses) on these general account assets are reported within “Realized investment gains (losses), net” on the Consolidated Statements of Operations. Mark-to-market adjustments on
“fixed maturities - available for sale” are reflected in “Accumulated other comprehensive income” in the Consolidated Statements of Financial Position. Interest credited to contractholders is reflected in “Interest credited
to policyholders’ account balances” on the Consolidated Statements of Operations.

 Under the automatic rebalancing element,
whenever funds are transferred back from the general account to the separate accounts, the general account liabilities are removed at stated contract value, which results in a decrease to the “policyholders’ account balances” within
the Consolidated Statements of Financial Position. Market Value Adjustments (MVAs) are applied for certain products related to “policyholders’ account balances” to determine the amount of funds to be transferred to the separate
account(s). The MVA adjustment is elected by a contractholder that chooses to either bear investment rate risks or receive an interest rate mark-to-market benefit upon transfer of contractholder assets from the general account to the separate
account. For the Company’s products that use the automatic rebalancing element, the GRO rider (GMAB) employs the MVA adjustment feature while other products use a book value, with no market value adjustment approach. The MVA adjustment is
recorded in “policy charges and fee income” on the Consolidated Statements of Operations. The “separate account assets” and “separate account liabilities” are increased within the Consolidated Statements of Financial
Position by the amount of funds transferred from the general account. In addition, the sale of general account assets required to fund the transfers to the separate account(s) generates investment gains (losses) and are reported in “Realized
investment gains (losses), net” on the Consolidated Statements of Operations.

 Mr. Jim B. Rosenberg

 U.S. Securities and Exchange Commission

 May 1, 2009

 Page 5

 On pages 97 through 99 of the 2008 Form 10-K, within the MD&A for the Individual Annuities
segment, the Company disclosed the impacts related to the automatic rebalancing element for the year ended December 31, 2008 compared to the year ended December 31, 2007. Specifically, approximately $10 billion of investments were
transferred out of separate accounts and into the general account during 2008 related to the automatic rebalancing element, primarily due to equity market declines. The resulting increase in account values invested in our general account was the
primary driver of a $220 million increase in net investment income and a $100 million increase in interest credited to policyholders’ account balances. Policy charges and fees and asset management fees and other income decreased $237 million
due to a decline in variable annuity asset balances invested in separate accounts. About one third of this amount was driven by the automatic rebalancing element transfers, with the remaining amount resulting from market depreciation.

 There were no material transfers back from the general account to the separate accounts related to the automatic rebalancing element and no material
impact to the Consolidated Statements of Operations for MVA adjustments related to the automatic rebalancing element for the year ended December 31, 2008. The automatic rebalancing element did not have a material impact on results for the years
ended December 31, 2007 or 2006.

 Results of Operations for Financial Services Businesses by Segment

 U.S. Retirement Solutions and Investment Management Division

 Individual Annuities, page 95

6.
Your operating results appear to be significantly affected by derivatives programs. Please expand your discussion and analysis to show the impact of these loss mitigation
activities on your operating results, particularly minimum guarantees affecting your variable annuity products, for each period presented. Ensure that this disclosure is linked to Notes 9 and 19. Also, quantify the reasonably likely impact of
continuing market volatility on the cost and effectiveness of your loss mitigation programs.

 Response:

 The Company acknowledges the staff’s comment to provide additional disclosure regarding the derivative loss mitigation activities
relating to minimum guarantees affecting its variable annuity products. To address the staff’s comment, in future Form 10-Q and Form 10-K filings the Company will expand its disclosure to separately show the gross impacts of the embedded
derivatives associated with its living benefits features and the related hedge positions. For example, disclosures around the net charge of $438 million related to our hedging results for 2008, included within the MD&A for the Individual
Annuities segment in the second paragraph on page 97 of the 2008 Form 10-K, would be expanded to show the $2,932 million charge related to the change in the fair value of the embedded derivatives, and the $2,494 million benefit related to the change
in the fair value of the related hedge positions.

 Mr. Jim B. Rosenberg

 U.S. Securities and Exchange Commission

 May 1, 2009

 Page 6

 The $2,932 million increase in the fair value of the embedded derivative liabilities for the
Individual Annuities segment in 2008 is included within the $3,061 million change in GMAB, GMWB and GMIWB liabilities disclosed within Note 9 on page 290 of the 2008 Form 10-K, together with similar liabilities related to the Company’s other
segments. The $2,494 million increase in the fair value of the related hedge positions in 2008 is included within the $3,444 million change in non-qualifying interest rate hedges and $1,191 million change in non-qualifying equity hedges disclosed
within Note 19 on page 339 of the 2008 Form 10-K, together with other non-qualifying hedges.

 For 2008, the $2,494 million benefit related
to the change in the fair value of the hedge positions effectively offset about 85% of the $2,932 million charge related to the change in the fair value of the embedded derivatives. All else being equal, the Company would expect its derivative loss
mitigatio

CORRESP
1
filename1.htm

Correspondence

 Peter B. Sayre

 Senior Vice President and
Controller

 213 Washington Street, Newark NJ 07102-2917

 Tel 973 802-6309 Fax 973 802-9065

 April 29, 2009

 Via EDGAR

 Mr. Jim B. Rosenberg

 Senior Assistant Chief Accountant

 Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 6010

 100 F. Street, N.E.

 Washington, DC 20549

RE:

 Prudential Financial, Inc.

 Definitive Proxy Statement on
Schedule 14A, filed March 20, 2009

 Form 10-K for the Fiscal Year Ended December 31, 2008

 File No. 001-13958

 Dear Mr. Rosenberg:

 I am writing in response to your letter, dated April 16, 2009, addressed to Richard J. Carbone, setting forth comments of the Staff of the Securities and Exchange Commission on the Definitive Proxy Statement on
Schedule 14A filed on March 20, 2009 and the 2008 Annual Report on Form 10-K of Prudential Financial, Inc. (the “Company”).

 Please note that as discussed with Frank Wyman, Staff Accountant, the Company intends to respond to the six comments relating to the 2008 Annual Report on Form 10-K by Friday, May 1, 2008. To allow for appropriate reviews, the Company
intends to respond to the two questions relating to the Definitive Proxy Statement by mid-May.

 Please call me at the above number if you
have any questions.

Very truly yours,

 /S/ PETER B. SAYRE

 Peter B. Sayre

 Senior Vice President and Controller

 (Principal Accounting Officer)

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                    April 16, 2009   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.
Definitive Proxy Statement on Schedule 14A, filed March 20, 2009
 Form 10-K for the Fiscal Year Ended December 31, 2008
File No. 001-13958

Dear Mr. Carbone:

We have reviewed your filings and have the following comments.  In our
comments, we ask you to provide us with  information to better understand your
disclosure.  Where a comment requests you to  revise disclosure, the information you
provide should show us what the revised disc losure will look like and identify the annual
or quarterly filing, as appli cable, in which you intend to fi rst include it.  If you do not
believe that revised disclosure  is necessary, explain the reason in your response.  After
reviewing the information provided, we may raise additional comments and/or request
that you amend your filing.    Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Definitive Proxy Statement on Schedule 14A, filed March 20, 2009

Compensation Discussion and Analysis, page 22

2008 Results and Compensation of Named Executive Officers, page 28

1. We note that the Board considered a nu mber of factors when determining 2008
annual incentive awards for the named executi ve officers.  It is  unclear from your
disclosure whether the Board communicated to each of the named executive

Mr. Richard J. Carbone
Prudential Financial, Inc.   April 16, 2009 Page 2
 officers pre-established goals relating to each of those factors.  If the Board
communicated pre-establishe d goals, please describe what each goal was and
whether it was met.  If the Board di d not communicate pre-established goals,
please disclose that fact and describe how the Board selected the factors it
considered.
 2. Your disclosure should analyze the reas ons why the Board believes that the 2008
annual incentive awards paid were appropriate in light of the various factors it
considered.  An investor should be able to understand the link between the factors
considered and the amounts paid.  For exam ple, it is not clear what “new product
development” and “accomplishments re lated to talent management and
development” the Board considered wh en determining Mr. Strangfeld’s award
and how those factors, along with the other ones considered by the Board,
resulted in a $3,300,000 award.  Also, to th e extent a factor  considered is
quantifiable, such as “the strong perf ormance of the International Insurance
businesses” and the “solid performance of the traditional insurance businesses,” your disclosure should quantify such ach ievement.  Please expand your analysis
so an investor is able to understand how the Board used the factors considered to
determine the 2008 annual incentive awards.
 Form 10-K for the Fiscal Year Ended December 31, 2008

Item 1A.  Risk Factors, page 43

 Ratings downgrades and changes in credit sp reads may require us to post collateral,
thereby affecting ou r liquidity…, page 50

3. You state that as you conti nue to underwrite term a nd universal life business you
expect to have borrowing needs in 2009 to finance statutory reserves required
under Regulation XXX and Guideline AXXX, but that based on current market
conditions you may not be able to finance those needs.  Please expand your risk
factor and your “Liquidity and Capital Resources” section to quantify those 2009
borrowing needs.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Application of Critical Accounting Estimates

Policyholder Liabilities

Future Policy Benefit Reserves, other th an Unpaid Claims and Claim Adjustment
Expenses, page 82

4. Please expand your disclosure regarding the reserves for guaranteed minimum
death and income benefits related to your variable annuity policies to discuss the

Mr. Richard J. Carbone
Prudential Financial, Inc.   April 16, 2009 Page 3
 methods and key assumptions as well as  the historical a nd reasonably likely
sensitivities inherent in these accounting estimates.

5. You refer to a feature in  your variable annuity contracts, the automatic
rebalancing element, whereby you transfer separate account assets to the general account in order to limit equity market ris k. Please explain to us how this feature
operates, particularly how you account for transfers between the separate account
and general account and subsequent inve stment income generated by assets
transferred to the general account under this feature. Ensure that your response
quantifies the impact from this activity on general and separate account operating
results for each period presented.

Results of Operations for Financ ial Services Businesses by Segment

U.S. Retirement Solutions and I nvestment Management Division
 Individual Annuities, page 95

6. Your operating results appear to be significantly affected by derivatives programs. Please expand your discussion and analysis  to show the impact of these loss
mitigation activities on your operating result s, particularly minimum guarantees
affecting your variable annuity products , for each period presented. Ensure that
this disclosure is linked to Notes 9 and 19. Also, quantify the reasonably likely impact of continuing market volatility on the cost and effectiveness of your loss
mitigation programs.
 Notes to Consolidated Financial Statements

6. Investments in Operating Joint Ventures, page 280

7. Please revise your disclosure to clarify how the dilution of your interest in the
Wachovia Securities joint venture and the recognition of your rights under the
“lookback” option resulted in the $1.041 b illion increase to additional paid-in-
capital, including how this amount was dete rmined.  Also, tell us the basis under
GAAP for your accounting treatment for these activities and refer us to the
relevant technical accounting l iterature upon which you relied.

9. Certain Nontraditional Long-Duration Contracts, page 287

8. Please revise your disclosure to clarify where the net amounts at risk and related
liabilities are recorded in your financial statements.

*    *    *    *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that  keys your responses to our

Mr. Richard J. Carbone
Prudential Financial, Inc.   April 16, 2009 Page 4
 comments and provide the requested information.  Detailed letters gr eatly facilitate our
review.  Please furnish your letter on EDGAR under the form type label CORRESP.
  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 all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our co mments, please provide, in your letter, a
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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comment on your filing.
Please contact Frank Wyman, Staff A ccountant, at (202) 551-3660 or Don
Abbott, Senior Staff Accountant, at (202) 551-3608, if you have any questions regarding
the processing of your response as well as  any questions regarding comments on the
financial statements and related matters. You may contact Sebastian Gomez Abero, Staff
Attorney, at (202) 551-3578 or Jeffrey Ried ler, Assistant Director, at (202) 551-3715
with questions on any of the othe r comments. In this regard, do not hesitate to contact me
at (202) 551-3679.

Sincerely,

Jim B. Rosenberg Senior Assistant Chief Accountant

Via Facsimile and U.S. Mail Mail Stop 6010         April 18, 2008  Mr. Peter B. Sayre Senior Vice President and Controller Prudential Financial, Inc. 213 Washington Street Newark, NJ  07102-2917

Re: Prudential Financial, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2007  File No. 1-16707

Dear Mr. Sayre:

We have completed our review of your Form 10-K and have no further comments
at this time.
Sincerely,

Carlton E. Tartar Branch Chief

CORRESP
1
filename1.htm

Correspondence

 Peter B. Sayre

 Senior Vice President and

Controller

 213 Washington Street, Newark NJ

 07102–2917

 Tel    973  802–6309      Fax    973  802–9065

 April 2, 2008

 Via EDGAR

 Mr. Jim B. Rosenberg

 Senior
Assistant Chief Accountant

 Securities and Exchange Commission

 Mail Stop 6010

 100 F Street, N.E.

 Washington, DC
20549

RE:
Prudential Financial, Inc.

 Form 10-K for Fiscal Year
Ended December 31, 2007

 File No. 1-16707

 Dear Mr. Rosenberg:

 We received your letter dated March 21, 2008, addressed to Richard J. Carbone, setting forth
comments of the staff of the Securities and Exchange Commission on our Annual Report on Form 10-K for the year ended December 31, 2007. For your convenience, we have included the staff’s comments below and have keyed our response
accordingly.

 We have agreed as indicated in our response to enhance certain disclosures in future filings in order to address the
staff’s comments. We are doing so in the spirit of cooperation with the staff, and any changes reflected in future filings should not be taken as an admission that prior disclosures were in any way deficient or inaccurate.

 Form 10-K for the fiscal year ended December 31, 2007

 Financial Statements

 Note 4: Investments, page 197

1.
 It is apparent that you invest significantly in mortgage- and asset-backed securities. It is also apparent from your disclosures in MD&A beginning on page
125 that some of your investment in these securities could be categorized as being of high credit quality while others would not. Please revise your policy note disclosure to indicate how you account for these types of investments. Please ensure
this disclosure discusses how you record interest income and how you account for estimated prepayments, if applicable, and separately reference for us the authoritative literature you rely upon to support your

 1

accounting. To the extent you rely on SFAS 91, please disclose the significant assumptions underlying your prepayment estimates as required by paragraph
19 of that guidance.

 Response:

 The Company acknowledges the staff’s comment to provide additional disclosure regarding our accounting policies for mortgage- and asset-backed
securities. For mortgage- and asset-backed securities, the Company follows the authoritative guidance in SFAS 91 and, where appropriate for those securities that are not highly rated, EITF Issue 99-20. To address your comment, shown below are
revisions to the policy note disclosure in Note 2 to be included in future Form 10-K filings to explicitly include additional disclosure regarding the recognition of interest income, including estimated prepayments and the assumptions associated
with any material investments. The following paragraph, with new disclosures underscored, would replace the first paragraph under the “Investments” sub-heading on page 180 of our 2007 Form 10-K filing:

 Fixed maturities are comprised of bonds, notes and redeemable preferred stock. Fixed maturities classified as “available for
sale” are carried at fair value. Fixed maturities that the Company has both the positive intent and ability to hold to maturity are carried at amortized cost and classified as “held to maturity.” The amortized cost of debt securities
is adjusted for amortization of premiums and accretion of discounts to maturity. Interest income, as well as the related amortization of premium and accretion of discount is included in “Net investment income” under the effective yield
method. For mortgage-backed and asset-backed securities, the effective yield is based on estimated cash flows, including prepayment assumptions based on data from widely accepted third party data sources or internal estimates. For high credit
quality mortgage-backed and asset-backed securities (those rated AA or above), the amortized cost and the effective yield of the security are adjusted periodically to reflect historical prepayment experience and changes in estimated future
prepayments. The adjustments to amortized cost are recorded as a charge or credit to net investment income in accordance with the retrospective method. For asset-backed and mortgage-backed securities rated below AA, the effective yield is adjusted
prospectively for any changes in estimated cash flows. The amortized cost of fixed maturities is written down to fair value when a decline in value is considered to be other-than-temporary. See the discussion below on realized investment gains
and losses for a description of the accounting for impairments. Unrealized gains and losses on fixed maturities classified as “available for sale,” net of tax and the effect on deferred policy acquisition costs, valuation of business
acquired, future policy benefits and policyholders’ dividends that would result from the realization of unrealized gains and losses, are included in “Accumulated other comprehensive income (loss).”

 Note 17: Income Taxes, page 247

2.
Please revise your disclosure to provide the domestic and foreign components of your pre-tax income as required by Item 4-08(h)(1)(i) of Regulation S-X.

 2

 Response:

 Related to the requirement to provide the domestic and foreign components of pre-tax income, the Company notes that our disclosure of segment information,
included in Note 20 on page 265 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, includes disclosure of the component of pre-tax income from foreign operations. However, to directly address the staff’s
comment, the Company will revise our tax disclosure in future Form 10-K filings to explicitly include pre-tax income from domestic and foreign operations.

 Note 20: Segment Information, page 256

3.
Please revise your disclosure to provide:

a.
your revenues by each product or group of similar product as required by paragraph 37 of SFAS 131; and

b.
your revenues by country or an indication why it is impracticable to provide this information as required by paragraph 38 of SFAS 131

 Response:

a.
The Company has considered the requirements of paragraph 37 of SFAS 131 to provide disclosure of revenues by each product or group of similar products and believes we provide the
required disclosure in the form of the Company’s nine reportable segments, which reflect results along groupings of similar products. These reportable segments consist of the Individual Life, Individual Annuities, Group Insurance, Asset
Management, Financial Advisory, Retirement, International Insurance and International Investments, and Closed Block segments. The segment information included in Note 20 discloses the products that are grouped within each segment. The Company
recognizes that the International Insurance segment includes individual life insurance products, some of which are similar to those included in the Individual Life or Individual Annuities segment; however, we believe that due to the very different
and distinct locations in which these businesses operate, combining the revenues of like products within these segments would provide a less meaningful presentation to a reader. Therefore, the Company believes the disclosure of revenues by segment
included in Note 20 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, based on the characteristics of its operating segments which are comprised of groupings of similar products and services, is consistent
with the requirements of paragraph 37 of SFAS 131.

b.
The Company’s disclosure of segment information, included in Note 20 on pages 265 and 266 of the Company’s Annual Report of Form 10-K for the year ended December 31,
2007, includes disclosure of the Company’s revenues attributed to all foreign countries in total, as well as Japan, as revenues from Japan are material. The Company believes this disclosure is consistent with the requirements of paragraph 38 of
SFAS 131. The Company will revise this disclosure in future Form 10-K filings to explicitly disclose revenues from U.S. operations, and will continue to provide disclosure of revenues from foreign operations and any individual countries that are
considered material.

 * * * * * * * * *

 3

 As requested, 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 B. SAYRE

Peter B. Sayre

Senior Vice President and Controller (Principal Accounting Officer)

Copies to:

    Richard J. Carbone

    Susan L. Blount

 4

Via Facsimile and U.S. Mail Mail Stop 6010              March 21, 2008   Mr. Richard J. Carbone Executive Vice President and Chief Financial Officer Prudential Financial, Inc. 751 Broad Street Newark, NJ  07102

Re: Prudential Financial, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2007  File No. 1-16707

Dear Mr. Carbone:

We have reviewed your filing and have the following comments.  We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to  other portions of your documents.  In our comments, we
ask you to provide us with information to better understand your disclosure.  Where a comment requests you to revise disclosure, the information you provide should show us
what the revised disclosure will look like a nd identify the annual or quarterly filing, as
applicable, in which you intend to first incl ude it.  If you do not believe that revised
disclosure is necessary, e xplain the reason in your res ponse.  After reviewing the
information provided, we may raise additional comments and/or request that you amend your filing.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Richard J. Carbone
Prudential Financial, Inc.
March 21, 2008
Page 2
Form 10-K for the fiscal year ended December 31, 2007

Financial Statements

Note 4:  Investments, page 197
 1. It is apparent that you invest signif icantly in mortgage- and asset-backed
securities.  It is also apparent from your disclosures in MD&A beginning on page
125 that some of your investment in these securities could be categorized as being
of high credit quality while others woul d not.  Please revise your policy note
disclosure to indicate how you account fo r these types of investments.  Please
ensure this disclosure discusses how you record interest income and how you
account for estimated prepayments, if app licable, and separately reference for us
the authoritative literature you rely u pon to support your accounting.  To the
extent you rely on SFAS 91, please disclose the significant assumptions underlying your prepayment estimates as  required by para graph 19 of that
guidance.
 Note 17:  Income Taxes, page 247

 2. Please revise your disclosure to provide the domestic and foreign components of
your pre-tax income as required by Item 4-08(h)(1)(i) of Regulation S-X.
 Note 20:  Segment Information, page 256

 3. Please revise your disclosure to provide: a. your revenues by each product or group of similar product as required by paragraph 37 of SFAS 131; and
b. your revenues by country or an indicati on why it is impracticable to provide
this information as required by paragraph 38 of SFAS 131.

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please s ubmit a letter that keys your responses to our
comments and provides the requested information.  Detailed letters greatly facilitate our
review.  Please furnish your letter to us via EDGAR under the form type label
CORRESP.
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 all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Mr. Richard J. Carbone
Prudential Financial, Inc.
March 21, 2008 Page 3   In connection with responding to our co mments, please provide, in your letter, a
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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 If you have any questions, please co ntact Mark Brunhofer , Senior Staff
Accountant, at (202) 551-3638.  In  this regard, do not hesita te to contact me, at (202)
551-3679.
Sincerely,

Jim B. Rosenberg Senior Assistant Chief Accountant

January 17, 2008
 Mail Stop 6010
By U.S. Mail and facsimile to 973-802-8287

Prudential Financial, Inc. 751 Broad Street Newark, New Jersey 07102 Attn: Kathleen M. Gibson, Vice President Secretary and Corporate Governance Officer

Re:  Prudential Financial, Inc.  Definitive 14A   Filed March 22, 2007
File No. 1-16707

Dear Ms. Gibson:
We have completed our review of your executive compensation and related
disclosure, and we have no further comments at this time.
  Please note that the company is responsib le for the adequacy and accuracy of the
disclosure in its filing.  We  are not approving any proposed  disclosure you may have
included in your response lette r or any disclosure you include in your future filings in
response to our comments.

If you have any further questions regardi ng our review of your filing, please call
me at (202) 551-3612.            S i n c e r e l y ,             M i c h a e l  R e e d i c h          S p e c i a l  C o u n s e l

CORRESP
1
filename1.htm

Correspondence

 January 17, 2008

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 6010

 Washington, D.C. 20549

 Attn: Michael Reedich

     Special Counsel

Re:

Comments to Proxy Statement of Prudential Financial, Inc.

 Dear Mr. Reedich:

 Below are our responses to the comments on our 2007 proxy statement contained in your letters dated August 21 and November 30, 2007, copies of which are attached. We will also file all of our written correspondence with you
regarding these comments via EDGAR as you requested.

 Compensation of Directors, page 13

 Comment 1. Please provide a footnote to the table which discloses the grant date fair value of each award made during the year. See Instructions to
Item 402(k)(2)(iii) and (iv) of Regulation S-K.

 Response. In future filings we will clarify that the amount disclosed in the stock award
column of the table is the grant date fair value under FAS 123R. We note that the current disclosure states in a footnote that the amounts listed in the stock awards column represent fees that are automatically deferred during the year in units of
Prudential Financial common stock. These amounts also represent the FAS 123R grant date fair value for financial reporting purposes.

 Comment 2.
Please reference the assumptions made in calculating the valuations using FAS 123R, as required by the Instruction to Item 402(k) to Regulation S-K.

 Response. The FAS 123R value of the aggregate balance of stock units in a director’s account at fiscal year end is the number of units held multiplied by the year end price of Prudential Financial common stock. There are no
other assumptions made for purposes of calculating the FAS 123R value as the share awards are classified as a liability in our balance sheet.

 Process for Determining Executive Compensation, page 14

 Comment 3. In your discussion of the compensation consultant, please disclose the material elements of the instructions or directions the compensation committee
gave the consultant. See Item 407(e)(3)(iii) of Regulation S-K.

 Response: In future filings we will clarify the material elements of the
instructions given to the compensation consultant by the Compensation Committee. For 2006 compensation, the instructions given to the consultant by the Committee were described on page 14 as the scope of the services performed.

 Compensation Discussion and Analysis

 Competitive
Benchmarking, page 16

 Comment 4. You state that you compare each executive’s
compensation in relation to the median and the 75th percentile of the comparator group, while taking into account various factors such as Prudential’s
size and performance within the peer group, the unique characteristics of the individual’s position and retention considerations. While you discuss Prudential’s performance, you do not discuss these other various factors. Also, on
page 23, you state that named executive officers receive long term incentives “based on an evaluation of their individual performance, market pay position and retention considerations.” As to each named executive officer, to the extent the
other various factors you mention materially affect the amount or type of compensation you paid, please discuss and disclose how these factors resulted in the compensation elements and amounts for the named executive officers.

 Response: In future filings we will discuss the material factors that are considered in comparing the various elements of an executive’s compensation to the
comparator group.

 Linking Compensation to Performance, page, 16

 Comment 5. We note that you have not provided a quantitative discussion of the terms of the necessary targets or performance objectives to be achieved in order for your executive officers to earn their incentive
compensation. For example, you have not quantified the various ROE, AOI and EPS targets mentioned. Either disclose these targets or on a supplemental basis, provide us with a detailed analysis supporting your conclusion that the disclosure of the
targets would result in competitive harm such that the information could be excluded properly under Instruction 4 to Item 402(b) of Regulation S-K. Please note that to the extent disclosure of the quantitative or qualitative performance-related
factors would cause competitive harm, you are required to discuss how difficult it will be for you to achieve the target levels or other factors.

 Response. As explained on page 17, we use pre-tax AOI — 30% weighting, ROE — 30% weighting, operating
revenues (AOI basis) — 15% weighting, and EPS — 25% weighting, in determining the size of our annual incentive pool for approximately 3,000 corporate center associates, including the named executive officers. Once the size of the annual
incentive pool is established, however, the actual awards paid to the participants, including the named executive officers, are based on a number of factors, including individual performance. With respect to the named executive officers, the
financial measures used in determining the size of the incentive pool are considered in determining the final awards, but are not determinative or formulaic.

 In contrast, as disclosed on page 23, our performance shares are tied to specific ROE and EPS performance measures and we expressly disclose these measures.

 In future filings, we will further clarify the number of participants in the annual incentive pool and discuss the material factors considered in determining the amounts awarded to each of the named executive officers
from the pool.

 Annual Incentives, page 17.

 Comment
6. Please analyze the resultant annual compensation amounts of each of the named executive officers. For example, you mention individual contributions as being a factor that determined compensation. Please explain this in more detail.

 Response. In future filings we will discuss the elements of individual performance that materially affect the compensation awarded to each of the
named executive officers.

 2006 Results and Compensation of Named Executive Officers, page 22

 Comment 7. Please explain how each compensation element and your decisions regarding each element fit into the overall compensation decisions for the named
executive officers and affect the Compensation Committee’s decisions regarding the elements and their amounts.

 Response. In future filings we
will explain how the various elements of compensation and decisions regarding each element fit into the overall compensation decisions for the named executive officers.

 Compensation of Named Executive Officers, page 24.

 Comment 8. Discuss the disparity among the various amounts
you paid the named executive officers.

 Response. In future filings we will discuss the material aspects of the disparity among the amounts paid to
the named executive officers.

 In addition, as you requested in your letter, we acknowledge that:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in the proxy statement;

•

 Staff comments or changes to disclosure in response to 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.

 If you have any questions or would like to discuss any aspect of this letter, please contact me at 973-802-7770 or by email at
kathleen.gibson@prudential.com.

 Thank you for your assistance.

 Sincerely,

 /s/ Kathleen M. Gibson

 Kathleen M. Gibson

 Vice President, Secretary and

 Corporate Governance Officer

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 DIVISION OF CORPORATION FINANCE

 Washington, D.C. 20549

 TELEFACSIMILE

 TRANSMITTAL

 November 30, 2007

 PLEASE DELIVER THE FOLLOWING PAGES TO:

 Name: Kathleen Gibson

 Telecopier Number: 973-802-8287

FROM:

Michael Reedich, Division of Corporation Finance

Telephone Number: (202) 551-3612

 If you do not receive all pages, please telephone the above number for assistance.

NOTE:

THIS DOCUMENT MAY CONTAIN PRIVILEGED AND NONPUBLIC INFORMATION. IT IS INTENDED ONLY FOR THE USE OF THE INDIVIDUAL OR ENTITY NAMED ABOVE, AND OTHERS WHO SPECIFICALLY HAVE BEEN AUTHORIZED TO
RECEIVE IT. If you are not the intended recipient at this facsimile, or the agent responsible for delivering it to the intended recipient, you hereby are notified that any review, dissemination, distribution, or copying of this communication
strictly is prohibited. If you have received this communication in error, please notify us immediately by telephone and return the original to the above address by regular postal service without making a copy. Thank you for your
cooperation.

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 November 30, 2007

 Mail Stop 6010

 By U.S. Mail and facsimile to 973-802-8287

 Prudential Financial, Inc.

 751 Broad Street

 Newark, New Jersey 07102

 Attn: Kathleen M. Gibson, Vice President

 Secretary and Corporate Governance Officer

Re:

Prudential Financial, Inc.

Definitive 14A

Filed March 22, 2007

File No. 1-16707

 Dear Ms. Gibson:

 We have reviewed your response letter dated October 10, 2007 and have the following comments. Please respond to our comments by December 14, 2007 or tell us by that time when you will provide us with a
response. If the comments request revised disclosure in future filings, please confirm in writing that you will comply with the comments in your future filings and also explain to us how you intend to comply. We welcome any questions you may have
about our comments or any other aspect of our review.

1.
Please file on EDGAR your October 10, 2007 response letter and your response letter to this comment letter and any other correspondence you send us in connection with our
review of your filing.

2.
We note our prior Comment 5 in which we asked you to quantify the various ROE, AOI and EPS targets mentioned in the section starting on page 16 entitled “Linking Compensation
to Performance.” We further note your response in which you state that the various target measures are weighted and used to formulate the size of a bonus pool for the executive officers and that you base the actual awards to each executive
officer on individual performance. Your disclosure appears to indicate that this bonus pool pertains to your nine executive officers, two-thirds (six) of whom appear to be your named executive officers. The targets appear to be material to
determining the final awards to the named executive officers. It also appears that individual performance is a material factor. Therefore, you should disclose the targets and analyze how and why individual performance resulted in the awards the
committee made to the named executive officers.

 Kathleen M. Gibson

 November 30, 2007

 Page 2

3.
You have qualified many of your responses to our comments, saying that you will provide required disclosure, “to the extent practicable.” In your next response letter,
please undertake to provide the requested disclosure without this qualification. If you believe that any of our comments request disclosure that would be impracticable, in each case, please explain your reasons for that belief and whether or not you
plan to provide the disclosure in future filings.

 Please contact me at (202) 551-3612 with any questions.

 Sincerely,

 Michael Reedich

 Special Counsel

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 August 21, 2007

 Mail Stop 6010

 By US. Mail and facsimile to 973-802-8287

 Prudential Financial, Inc.

 751 Broad Street

Newark, New Jersey 07102

 Attn: Arthur F. Ryan, Chief Executive Officer

Re:

Prudential Financial, Inc.

Definitive 14A

Filed March 22, 2007

File No. 1-16707

 Dear Mr. Ryan:

 We have limited our review of your definitive proxy statement to your executive compensation and other related disclosure and have the following comments. Our review of your filing is part of the Division’s
focused review of executive compensation disclosure.

 Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our
review. Feel free to call me at the telephone number listed at the end of this letter.

 In some comments we have asked you to provide us
with additional information so we may better understand your disclosure. Please do so within the time frame set forth below. You should comply with the remaining comments in all future filings, as applicable. Please confirm in writing that you will
do so and also explain to us how you intend to comply. Please understand that after our review of all of your responses, we may raise additional comments.

 If you disagree with any of these comments, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation.

 Arthur F. Ryan

 August 21, 2007

 Page 2

 Compensation of Directors, page 13

1.
Please provide a footnote to the table which discloses the grant date fair value of each award made during the year. See Instruction to Item 402(k)(2)(iii)&(iv) of
Regulation S-K.

2.
Please reference the assumptions made in calculating the valuations using FAS l23R, as required by the Instruction to Item 402(k) to Regulation S-K.

Process for Determining Executive Compensation, page 14

3.
In your discussion of the compensation consultant, please disclose the material elements of the instructions or directions the compensation committee gave the consultant. See
Item 407(e)(3)(iii) of Regulation S-K.

 Compensation Discussion and Analysis, page 16

 Competitive Benchmarking, page 16

4.
You state that you compare each executive’s compensation in relation to the median and the 75th percentile of the comparator group, while taking into account various factors
such as Prudential’s size and performance within the peer group, the unique characteristics of the individual’s position and retention considerations. While you discuss Prudential’s performance, you do not discuss these other various
factors. Also, on page 23, you state that named executive officers receive long-term incentives “based on an evaluation of their individual performance, market pay position and retention considerations.” As to each named executive officer,
to the extent the other various factors you mention materially affect the amount or type of compensation you paid, please discuss and disclose how these factors resulted in the compensation elements and amounts for the named executive officers.

 Linking Compensation to Performance, page 16

5.
We note that you have not provided a quantitative discussion of the terms of the necessary targets or performance objectives to be achieved in order for your executive officers to
earn their incentive compensation. For example, you have not quantified the various ROE, AOl and EPS targets mentioned. Either disclose these targets or on a supplemental basis, provide us with a detailed analysis supporting your conclusion that the
disclosure of the targets would result in competitive harm such that the information could be excluded properly under Instruction 4 to Item 402(b) of Regulation S-K. Please note that to the extent disclosure of the quantitative or qualitative
performance-related factors would cause competitive harm, you are required to discuss how difficult it will be for you to achieve the target levels or other factors.

 Arthur F. Ryan

 August 21, 2007

 Page 3

 Annual Incentives, page 17

6.
Please analyze the resultant annual compensation amounts of each of the named executive offic

November 30, 2007
 Mail Stop 6010
By U.S. Mail and facsimile to 973-802-8287

Prudential Financial, Inc. 751 Broad Street Newark, New Jersey 07102 Attn: Kathleen M. Gibson, Vice President Secretary and Corporate Governance Officer

Re:  Prudential Financial, Inc.  Definitive 14A   Filed March 22, 2007
File No. 1-16707

Dear Ms. Gibson:
 We have reviewed your response letter  dated October 10, 2007 and have the
following comments.  Please respond to our comments by December 14, 2007 or tell us
by that time when you will provide us with a response.  If the comments request revised
disclosure in future filings, please confir m in writing that you will comply with the
comments in your future filings and also ex plain to us how you intend to comply.  We
welcome any questions you may have about our  comments or any other aspect of our
review.
1. Please file on EDGAR your October 10, 2007 response letter and your response
letter to this comment letter and any other corre spondence you send us in
connection with our review of your filing.
 2. We note our prior Comment 5 in which we asked you to quantify the various
ROE, AOI and EPS targets mentioned in the section starting on page 16 entitled
“Linking Compensation to Performance.”  We further note your response in
which you state that the va rious target measures ar e weighted and used to
formulate the size of a bonus pool for the executive officers and that you base the
actual awards to each executive officer on individual performance.  Your
disclosure appears to indicat e that this bonus pool pertai ns to your nine executive
officers, two-thirds (six) of whom appear  to be your named executive officers.
The targets appear to be material to de termining the final awards to the named
executive officers.  It also appears that in dividual performance is a material factor.
Therefore, you should disclose the targ ets and analyze how and why individual

Kathleen M. Gibson
November 30, 2007 Page 2
  performance resulted in the awards the committee made to the named executive
officers.

3. You have qualified many of your responses to our comments, saying that you will
provide required disclosure, “to the extent practicable.”   In your next response
letter, please undertake to provide the requested di sclosure without this
qualification.  If you believe that any of  our comments request disclosure that
would be impracticable, in each case, pl ease explain your reasons for that belief
and whether or not you plan to provide the disclosure in future filings.  Please contact me at (202) 551-3612 with any questions.

Sincerely,   Michael Reedich Special Counsel

August 21, 2007
 Mail Stop 6010
By U.S. Mail and facsimile to 973-802-8287

Prudential Financial, Inc. 751 Broad Street Newark, New Jersey 07102 Attn: Arthur F. Ryan, Chief Executive Officer

Re:  Prudential Financial, Inc.  Definitive 14A   Filed March 22, 2007
File No. 1-16707

Dear Mr. Ryan:
We have limited our review of your definitive proxy statement to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division’s  focused review of executive compensation
disclosure.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call me at the telephone number listed at the e nd of this letter.
  In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.     If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

Arthur F. Ryan
August 21, 2007 Page 2
  Compensation of Directors, page 13

1. Please provide a footnote to the table which discloses the grant date fair value of
each award made during the year.  See Inst ruction to Item 402( k)(2)(iii)&(iv) of
Regulation S-K.

2. Please reference the assumptions made in  calculating the va luations using FAS
123R, as required by the Instruction to Item 402(k) to Regulation S-K.
 Process for Determining Executive Compensation, page 14

3. In your discussion of the compensation cons ultant, please disc lose the material
elements of the instructions or direct ions the compensation committee gave the
consultant.  See Item 407(e)(3 )(iii) of Regulation S-K.
 Compensation Discussion and Analysis, page 16

 Competitive Benchmarking, page 16

4. You state that you compare each execu tive’s compensation in  relation to the
median and the 75th percentile of the comparator group, while taking into account various factors such as Prudential’s si ze and performance within the peer group,
the unique characteristics of  the individual’s position and retention considerations.
While you discuss Prudential’s performa nce, you do not discuss these other
various factors.  Also, on page 23, you st ate that named executive officers receive
long-term incentives “based on an evalua tion of their individual performance,
market pay position and retention consider ations.”  As to each named executive
officer, to the extent the other various f actors you mention materially affect the
amount or type of compensation you paid, please discuss and disclose how these
factors resulted in the compensati on elements and amounts for the named
executive officers.
 Linking Compensation to Performance, page 16

5. We note that you have not provided a quant itative discussion of the terms of the
necessary targets or performance objectiv es to be achieved in order for your
executive officers to earn their incentiv e compensation.  For example, you have
not quantified the various ROE, AOI and E PS targets mentioned.  Either disclose
these targets or on a supplemental basis,  provide us with a detailed analysis
supporting your conclusion that the disclo sure of the target s would result in
competitive harm such that the information could be excluded properly under Instruction 4 to Item 402(b) of Regulation S-K.  Please note that to the extent
disclosure of the quantitative or qualita tive performance-related factors would
cause competitive harm, you are required to discuss how difficult it will be for
you to achieve the target levels or other factors.

Arthur F. Ryan
August 21, 2007 Page 3
  Annual Incentives, page 17

6. Please analyze the resultant annual comp ensation amounts of each of the named
executive officers.  For example, you me ntion individual contributions as being
factor that determined compensation.  Please explain this in more detail.
 2006 Results and Compensation of Named Executive Officers, page 22

7. Please explain how each compensation element and your decisions regarding each
element fit into the overall compensa tion decisions for the named executive
officers and affect the Compensation Committee’s decisions regarding the
elements and their amounts.
 Compensation of Named Executive Officers, page 24

8. Discuss the disparity among the various  amounts you paid the named executive
officers.

 Please respond to our comments by September 21, 2007, or tell us by that time when you will provide us with a response.

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 all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.
  When you respond to our comments, please provide, in writing, a 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 disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

Arthur F. Ryan
August 21, 2007 Page 4
  In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.
 Please contact me at (202) 551-3612 with any questions.

Sincerely,   Michael Reedich Special Counsel

Via Facsimile and U.S. Mail
Mail Stop 6010

                                                                                                June 1, 2006

Mr. Richard J. Carbone
Senior Vice President and Chief Financial Officer
Prudential Financial, Inc.
751 Broad Street
Newark, NJ  07102

Re: Prudential Financial, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2005
File No. 1-16707

Dear Mr. Carbone:

 We have completed our review of your Form 10-K and have no further comments
at this time.

        S i n c e r e l y ,

Kevin Woody
        B r a n c h  C h i e f

CORRESP
1
filename1.htm

Response Letter

 Peter B. Sayre

 Senior Vice President and

 Controller

 213 Washington Street, Newark NJ

 07102-2917

 Tel 973 802-6309   Fax 973 802-9065

 May 30, 2006

 Via EDGAR

 Mr. Jim B. Rosenberg

 Senior Assistant Chief Accountant

 Securities and Exchange Commission

 Mail Stop 6010

 100 F Street, N.E.

 Washington, DC 20549

RE:
Prudential Financial, Inc.

Form 10-K for Fiscal Year Ended December 31, 2005

File No. 1-16707

 Dear
Mr. Rosenberg:

 We received your later dated May 15, 2006, addressed to Richard J. Carbone, setting forth a comment of the staff
of the Securities and Exchange Commission on our Annual Report on Form 10-K for the year ended December 31, 2005. For your convenience, we have included the staff’s comment below and have keyed our response accordingly.

 We have agreed as indicated in our response to change in future filings our disclosure concerning contractual obligations in order to address the
staff’s comment. We are doing so in the spirit of cooperation with the staff, and any changes reflected in future filings should not be taken as an admission that prior disclosures were in any way deficient or inaccurate.

 Form 10-K for the fiscal year ended December 31, 2005

 Management’s Discussion and Analysis, page 57

 Contractual Obligations, page 133

1.
 In footnote (4) to your contractual obligations table you indicate that you exclude liabilities for future policy benefits of approximately $84.4 billion
and policyholder account balances of approximately $61.4 billion as of December 31, 2005 because the timing of payment of these liabilities is not reasonably fixed and determinable. Although we acknowledge that the specific dates of payment may
not be known, we do not understand why reasonable estimates of the timing of payments cannot be made when it appears that you have information available to reasonably estimate these obligations.

Please provide us in a disclosure-type format a contractual obligation table that includes the estimated timing of payment of your future policy benefits
and policyholder account balances. Otherwise please explain to us why you cannot reasonably estimate the timing of these payments and how this inability to reasonably estimate the timing of payments affects your estimate of the liabilities recorded
and the asset/liability management process.

 Response:

 The Company acknowledges the staff’s comment relating to the contractual obligations table included in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2005. To address this comment, the Company will revise the contractual obligations table in future Form 10-K filings to include in the “Insurance liabilities” line of the table the estimated timing of
payment of the future policyholder benefits and policyholder account balances previously excluded from the table. As it will take time to implement processes to enable us to accumulate this information for our domestic and international insurance
operations in a common and consistent format and with the level of detail required for purposes of the table, we do not propose to revise our previous disclosures in this respect.

 * * * * * * * * *

 As requested, 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 B. Sayre

Peter B. Sayre

Senior Vice President and Controller

 Copies to:

Richard J. Carbone

Susan L. Blount

Via Facsimile and U.S. Mail
Mail Stop 6010
        May 15, 2006

Mr. Richard J. Carbone
Senior Vice President and Chief Financial Officer
Prudential Financial, Inc.
751 Broad Street
Newark, NJ  07102

Re: Prudential Financial, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2005
File No. 1-16707

Dear Mr. Carbone:

We have limited our review of your filing to the issue we have addressed in our
comment.  In our comment, we ask you to provi de us with more information so we may
better understand your disclosure.  After re viewing this information, we may raise
additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comment or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the fiscal year ended December 31, 2005

Management’s Discussion and Analysis, page 57

Contractual Obligations, page 133

1. In footnote (4) to your contractual obliga tions table you indicat e that you exclude
liabilities for future policy benefits of approximately $84.4 billion and policyholder account balances of approximately $61.4 billion as of December 31,
2005 because the timing of payment of thes e liabilities is not reasonably fixed and
determinable.  Although we acknowledge that the specific dates of payment may not be known, we do not understand why r easonable estimates of the timing of
payments cannot be made when it appears that you have information available to
reasonably estimate these obligations.  Pl ease provide us in a disclosure-type
format a contractual obligation table that includes the estimated timing of
payment of your future policy benefits  and policyholder account balances.

Mr. Richard J. Carbone
Prudential F inancial, Inc.
May 15, 2006
Page 2

Otherwise please explain to us why you cannot reasonably estimate the timing of
these payments and how this inability to reasonably estimate the timing of payments affects your estimate of the liab ilities recorded and the asset/liability
management process.

Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Please furnis h a letter that provides the requested
information.  Detailed letters greatly facilitate our review.  Please file your letter on
EDGAR under the form type label CORRESP.

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 all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comment, please provide , in your letter, a
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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 If you have any questions, please contact Mark Brunhofer, Staff Accountant, at
(202) 551-3638 or Donald Abbott, Senior Staff Accountant, at (202) 551-3608.  In this
regard, do not hesitate to contact me, at (202) 551-3679.

Sincerely,

Jim B. Rosenberg
Senior Assistant Chief
Accountant