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For Ohio Residents Only
PRUDENTIAL INCOMEVERTIBLE(R) FUND, INC.
Supplement dated March 1, 1995 to
Prospectus dated March 1, 1995
Illiquid Securities
As described on page 14, Prudential IncomeVertible(R) Fund, Inc. (the Fund)
is permitted to invest up to 10% of its net assets in illiquid securities,
including securities with legal or contractual restrictions on resale
(restricted securities). Restricted securities eligible for resale under Rule
144A of the Securities Act of 1933, as amended (Rule 144A securities) and
privately placed commercial paper are excluded from this 10% limitation provided
they have a readily available market. Under Ohio regulations, an investment
company may not invest more that 15% of its total assets in securities which are
restricted as to disposition (including Rule 144A securities) or the securities
of issuers which together with any predecessors have a record of less than three
years continuous operation, unless special notice is provided to investors. In
accordance with Ohio regulations, the Fund intends to invest in Rule 144A
securities and privately placed commercial paper in excess of this Ohio
limitation, provided that (i) the securities have a readily available market, as
determined under procedures adopted by the Board of Directors and (ii) it
invests not more than 50% of its total assets in securities which are restricted
as to disposition (including Rule 144A securities and privately placed
commercial paper) or the securities of issuers which together with any
predecessors have a record of less than three years continuous operation.
MF129C-1 (3-1-95)
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