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                            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.
 Ann Kappler
Prudential Financial Inc.
June 7, 2024
Page 2




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