Form: S-1/A

General form for registration of securities under the Securities Act of 1933

CONSENT OF MILLIMAN

Published on


EXHIBIT 23.4

[LETTERHEAD OF MILLIMAN USA]

December 10, 2001


RE: The Prudential Insurance Company of America

Consent of Milliman USA

We hereby consent to the use in the registration statement of Mr. McCarthy's
opinion letter dated December 12, 2000, as Annex A to the prospectus and to
the references made to Mr. McCarthy, to such letter and to Milliman USA under
the captions "Unaudited Pro Forma Condensed Consolidated Financial
Information", "Demutualization and Related Transactions" and "Experts".


Milliman USA

/s/ Daniel J. McCarthy

By: _________________________________

Daniel J. McCarthy, M.A.A.A.

Principal
New York, New York

December 10, 2001