Company Name: Prudential Financial, Inc.
Public Availability Date: January 11, 2008

Document Sections:

INQUIRY LETTER
STAFF REPLY LETTER

[INQUIRY LETTER]

December 27, 2007

Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
101 F Street, N.E.
Washington, D.C. 20549

Re: Prudential Financial, Inc.Omission of Shareholder Proposal Pursuant to Rule 14a-8

Ladies and Gentlemen:

This letter is submitted by Prudential Financial, Inc. (the "Company") pursuant to Rule 14a-8(j) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to a proposal, dated November 17, 2007 (the "Proposal"), submitted for inclusion in the Company's proxy card and 2008 proxy statement (the "Proxy Materials") for its 2008 annual meeting of shareholders by John D. Corcoran, Jr. (the "Proponent"). The Proposal and the accompanying supporting statement (the "Supporting Statement") are attached to this letter.

In accordance with Rule 14a-8(j) under the Exchange Act, the Company gives notice of its intention to omit the Proposal and Supporting Statement from the Proxy Materials and hereby respectfully requests that the staff of the Division of Corporation Finance (the "Staff") of the Securities and Exchange Commission (the "Commission") indicate that it will not recommend enforcement action to the Commission if the Company omits the Proposal and Supporting Statement from the Proxy Materials.

This letter constitutes the Company's statement of the reasons why it deems this omission to be proper. In accordance with Rule 14-a8(j), enclosed are five additional copies of this letter, including all attachments.

As indicated more fully below, the Company believes that it may properly exclude the Proposal from its Proxy Materials pursuant to Rule 14a-8(i)(7) under the Exchange Act because the Proposal deals with a matter relating to the Company's ordinary business operations.

Analysis of the Proposal

The Company believes that the Proposal is excludable from its Proxy Statement pursuant to Rule 14a-8(i)(7) of the Exchange Act which permits a company to omit a shareholder proposal from its proxy materials "if the proposal deals with a matter relating to the company's ordinary business operations." The Commission has stated that the purpose of Rule 14a-8(i)(7) is to confine the resolution of ordinary business problems to management and the issuer's board of directors. See Amendments to Rules on Shareholder Proposals, Exchange Act Release No. 34-40,018, "1998 Transfer Binder" Fed. Sec. L. Rep. (CCH) 86,018, at 80,539 (May 21, 1998) (the "Release"). The Release outlined two central considerations on which this policy for exclusion rests: (i) the subject matter of the proposal and (ii) the degree to which the proposal seeks to "micro-manage" the company. Id. at 80,539-40. I believe that the Proposal meets both of these considerations.

The Proposal deals with the adoption of a dividend reinvestment plan. Whether to adopt a dividend reinvestment plan is a complex question that involves considering issues of the manner in which the Company wishes to issue common stock and raise capital, cost (especially in light of the Company's 2.5 million registered shareholders), operation and implementation, as well as legal and accounting issues. "Certain tasks are so fundamental to management's ability to run a company on a day-to-day basis that they could not, as a practical matter, be subject to direct shareholder oversight." Id. The consideration of these factors is a management function that cannot be subject to shareholder oversight.

The Proposal also meets the second prong of the Rule 14a-8(i)(7) test: the Proposal seeks to micro-manage the Company's relations with its shareholders. Whether and how to adopt and manage a dividend reinvestment plan is a decision that should be made by management. Dividend reinvestment plans vary in structure and operation; one-size does not fit all. The appropriate plan, if any, for the Company is simply not the type of decision that is best suited for a group such as the Company's 2.5 million shareholders.

Consistent with the foregoing analysis, the Staff has consistently held that proposals to establish dividend reinvestment plans are matters relating to the ordinary business of a corporation and as such may be omitted under Rule 14a-8(i)(7). See Prudential Financial, Inc. (January 23, 2006); Prudential Financial, Inc. (March 5, 2003); CoBiz Inc. (March 25, 2002); Southwest Airlines Co. (March 21, 2002); Colorado Business Bankshares, Inc. (March 20, 2001); and Citigroup Inc. (February 7, 2001).

Based on the foregoing, I respectfully request your concurrence in our view that the Proposal may be omitted from the Proxy Statement as relating to the Company's ordinary business operations under Rule 14a-8(i)(7).

Conclusion

In accordance with Rule 14a-8(j), the Company is contemporaneously notifying the Proponent, by copy of this letter of its intention to omit the Proposal and Supporting Statement from its Proxy Materials.

The Company anticipates that it will mail its definitive Proxy Materials to shareholders on or about March 21, 2008.

If you have any questions regarding this request or need any additional information, please contact me at (973) 802-7770 or kathleen.gibson@prudential.com

Sincerely,

/s/

Kathleen M. Gibson

(Enclosures)

cc: John D. Corcoran, Jr. This graphic not available in DOS This graphic not available in DOS

[STAFF REPLY LETTER]

January 11, 2008

Response of the Office of Chief Counsel Division of Corporation Finance
Re: Prudential Financial, Inc.

Incoming letter dated December 27, 2007

The proposal provides that Prudential Financial shall make available a dividend reinvestment program.

There appears to be some basis for your view that Prudential Financial may exclude the proposal under rule 14a-8(i)(7), as relating to Prudential Financial's ordinary business operations (i.e., the establishment of a dividend reinvestment plan). Accordingly, we will not recommend enforcement action to the Commission if Prudential Financial omits the proposal from its proxy materials in reliance on rule 14a-8(i)(7).

Sincerely,

/s/

Greg Belliston
Special Counsel