The Prudential Insurance Company of America
C. Christopher Sprague
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 5, 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 Pre-Effective Amendment No. 3 and (ii) that the text of
Pre-Effective Amendment No. 3 was filed electronically on April 29, 1997
(Accession No. 0000950110-97-000724).
By: /s/
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C. Christopher Sprague
Assistant General Counsel
The Prudential Insurance Company of America
