The Prudential Insurance Company C. Christopher Sprague
of America Assistant General Counsel
Law Department
The Prudential Insurance Company
of America
213 Washington Street
Newark, NJ 07102-2992
(201) 802-6997 fax: (201) 802-9560
May 16, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Prudential Variable Contract Account GI-2
(Registration No. 333-01031)
Ladies and Gentlemen:
Pursuant to subparagraph (j) of Rule 497 under the Securities Act of 1933,
the Registrant hereby certifies (i) that its Prospectus that would have been
filed pursuant to Rule 497(b) would not have differed from the Prospectus
contained in Post-Effective Amendment No. 1 and (ii) that the text of
Post-Effective Amendment No. 1 was filed electronically on May 14, 1997.
(Accession No. 0000950110-97-000940)
By: /s/ C. Christopher Sprague
--------------------------------
C. Christopher Sprague
Assistant General Counsel
The Prudential Insurance Company of America