PRUDENTIAL VARIABLE CONTRACT ACCOUNT GI-2
24F-2NT, 1999-03-30
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             Annual Notice of Securities Sold Pursuant to Rule 24F-2

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 24F-2
                        Annual Notice of Securities Sold
                             Pursuant to Rule 24f-2


1.       Name and address of issuer:
           The Prudential Variable Contact Account GI-2
           Prudential Plaza
           Newark, New Jersey 07101


2.        The name of each series or class of securities  for which this Form is
          filed  (If the Form is being  filed  for all  series  and  classes  of
          securities  of the  issuer,  check  the box but do not list  series or
          classes): ( X )
3.      Investment Company Act File Number:
         811-07545
         Securities Act File Number:
         333-01031
4(a).  Last Day of fiscal year for which this Form is filed:  December  31, 1998
4(b).  Check box if this Form is being  filed late (i.e.  more than 90  calendar
days after the end of the issuer's fiscal year).(See Instruction A.2) ( )

           Note: If the Form is being filed late, interest must be paid on the
registration fee due.
4(c) .  Check box if this is the last time the issuer will be filing this Form.
             (      )


5. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year pursuant
to section 24(f): $ 5,745,199

(ii) Aggregate  price of securities  redeemed or  repurchased  during the fiscal
year: $ 140,463  (iii)  Aggregate  price of securities  redeemed or  repurchased
during any prior  fiscal year ending no earlier  than October 11, 1995 that were
not previously used to reduce registration fees payable to the Commission:
$ 0


(iv) Total available  redemption credits (add Items 5(ii) and 5(iii):  =$140,463
(v) Net sales-if Item 5(i) is greater than Item 5(iv) (subtract Item 5(iv) from
Item 5(i)):  $ 5,604,736  (vi)  Redemption  credits  available for use in future
years -if Item  5(i) is less than Item  5(iv)  (subtract  Item  5(iv)  from Item
5(i)):
$(--------------)
(vii)  Multiplier for  determining  registration  fee (See  instruction  C.9): X
 .000278 (viii) Registration fee due (multiply Item 5(v) by Item 5(vii)) (enter 0
if no fee is due ): =$ 1,558.12 6.  Prepaid  Shares If the response to Item 5(i)
was determined by deducting an amount of securities that were  registered  under
the  Securities  Act of 1933 pursuant to rule 24e-2 as in effect before  October
11, 1997, then report the amount of securities (number of shares or other units)
deducted  here:  N/A.  If there is a number of shares or other  units  that were
registered pursuant to rule 24e-2 remaining unsold at the end of the fiscal year
for which this form is filed that are  available for use by the issuer in future
fiscal years, then state that number here: N/A.


7.  Interest  due-if this Form is being filed more than 90 days after the end of
the issuer's fiscal year (See instruction D):

+$________0_______
8. Total of the amount of the  registration  fee due plus any interest due (line
5(viii) plus line 7): =$ 1,558.12


9  Date  the  registration  fee  and  any  interest  payment  was  sent  to  the
Commission's lockbox depository:

                Method of Delivery:

                                               ( X )    Wire Transfer

                                               (    )     Mail or other means

                                                                      SIGNATURES
This  report has been  signed  below by the  following  persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)*______________________
                                   Tucker Marr
                                    Vice President and Assistant Controller

Date____________________
                *Please print the name and title of the signing
                 officer below the signature.



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