Securities Exchange Act of 1934
Rule 13e-4

September 5, 2003

Andrew S. Rowen
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004-2498

Dear Mr. Rowen:

In your letter dated August 29, 2003, you request assurance that the staff will not recommend enforcement action to the Securities and Exchange Commission ("Commission") under Section 5 of the Securities Act of 1933 ("Securities Act"), Section 14(d) of the Securities Exchange Act of 1934 ("Exchange Act"), Section 15(a) of the Exchange Act, and Rules 13e-4, 14e-l and 14e-5 under the Exchange Act if, as described in your letter, Prudential makes minor modifications to the eligibility requirements of its Sales Facility and reminds eligible shareholders of the existence of the Sales Facility on an annual basis. Your letter modifies and incorporates representations from your prior letter dated March 14, 2001 as it relates to the Sales Facility.¹

Division of Corporation Finance

Based on the facts presented and on your opinion of counsel that registration under Section 5 of the Securities Act is not required, the staff of the Division of Corporation Finance will not recommend enforcement action to the Commission if the Sales Facility is conducted as described in your letter. In addition, the staff will not recommend enforcement action to the Commission if the Sales Facility is conducted in the manner described without compliance with Sections 13(e) and 14(d) of the Exchange Act, or the Commission's Rules 13e-4 and 14e-1 thereunder.

Division of Market Regulation

Based on the facts and representations set fort in your letter, and without necessarily agreeing with your analysis and conclusions, the staff of the Division of Market Regulation will not recommend enforcement action to the Commission under Section 15(a) of the Exchange Act and Rule 14e-5 thereunder.

These positions by staff of the Division of Corporation Finance and staff of the Division of Market Regulation are based solely upon the representations you have made and are limited strictly to the facts presented and Prudential's compliance with the conditions described in your March 14, 2001 letter, as modified by your August 29, 2003 letter. Among other things, these positions would need to be re-evaluated if Prudential were to establish any plan other than the Sales Facility that allowed shareholders to purchase or sell shares directly though its transfer agent.

Endnotes

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¹ On April 6, 2001, Commission staff granted no-action relief in response to this March 14, 2001 letter. See Letter re: The Prudential Insurance Company of America (April 6, 2001).

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/prudential090503-13e4.htm