PRUDENTIAL UTILITY FUND
N-30D, 1994-09-16
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                Letter to 
                Shareholders
                                                  August 16, 1994
Dear Shareholder:

   It has been a difficult six months for utility stocks, and for the mutual
funds that invest in them. The main reason? The Federal Reserve moved
decisively to raise short-term interest rates and U.S. electric utility
investors reacted by selling in anticipation of falling returns for this
sector. We're pleased to report, however, that the Prudential Utility Fund has
produced above-average performance in this difficult environment. 

The Market and The Fund

   During the six months ended June 30, 1994, the S&P Utility Index declined
8.4%, far more than the broad stock market which is down 3.4% through June 30.
The steepest declines were seen in March and May, but electric utility stock
prices have fallen steadily all year.  Your Prudential Utility Fund has held up
considerably well during this turmoil.

What Happened To U.S. Electric Utility Stocks?

   First of all, interest rates have risen about 130 basis points so far this
year. U.S. electric utility stocks, with their typically high dividend payout,
are often viewed as substitutes for bonds. As such, they closely track the
30-year Treasury bond. Rising yields on long-term Treasuries -- from a low of
5.8% in mid-October of last year to 7.6% on June 30 -- deeply hurt utility
stocks. That's only part of the story, though. At the same time, the  U.S.
electric utility industry, like most mature industries, has begun to face some
painful long-term structural  changes. There are three major trends now
underway:

- - Deregulation is causing increased competition among electric utilities. The
  National Energy Power Act of 1992 spawned deregulation in the electric
  utility industry and some utilities that used to enjoy a monopoly now face
  increased competition. While deregulation will eventually encourage more 
  efficient and lower cost power generation, it may also lower returns for the
  entire industry.

- - Regulators are lowering the amount of profit that 
  utilities can reap. In the heady 1980s, an average utility company's return
  on equity was 15%. Today, it is closer to 12%.

- - Historical dividend growth rates seem unlikely to continue. Utilities 
  currently pay out slightly more than 80% of their earnings as dividends.
  Increased competition will likely reduce earnings growth rates and lead to
  minimal dividend growth rates given today's high dividend payout rates.

                                    -3-

<PAGE>
(CHART)

Fund Strategy

Focus on Natural Gas Stocks. The prospects for natural gas stocks remain
positive, as natural gas companies benefit from higher gas prices and 
increasing demand for gas as a cleaner-burning, low cost fuel alternative.
We currently hold approximately 30% of the Fund in natural gas pipeline and
distribution stocks, including British Gas and U.S. interstate pipeline 
companies Sonat and Panhandle Eastern.

Emphasis on Communications Issues.  As the big long-distance telephone service
providers move into the local telephone arena, we see opportunities for 
investors to profit. In addition, many telephone companies are taking 
advantage of growth in cellular communications and technology. 
Telecommunications issues currently comprise approximately 25% of Fund assets,
including Sprint, AT&T, and NYNEX.  In addition to being on the forefront of 
new technology, these firms are entering into ventures with foreign telephone
companies, which we feel will expand their markets and benefit their 
operations.

Foreign Stocks Continue to Play a Significant Role.  Currently, about one-fifth
of the Fund is invested in non-U.S. issues, concentrated primarily in electric
utilities. These include Iberdrola (Spain), Companhia Energetica de Minas 
(Brazil) and Evn Energ Versorg (Austria), and telecommunications firms, such
as STET (Italy).

   We believe some non-U.S. utilities have greater long-term growth potential
than comparable U.S. companies for several reasons.  Foreign utilities have not
historically been subject to the difficult regulatory and competitive 
environment that U.S. firms now face.  Growing demand for electric, telephone
and natural gas services abroad helps support our position.

   Additionally, privatization of non-U.S. utilities overseas has created some
attractively priced opportunities. We have bought several non-U.S. utilities we
feel are values, like: Telefonos de Mexico, Telefonica de Espana and Telebras 
(Brazil); and electric utilities Oester Elektrizita (Austria) and National 
Power (U.K.).

The Next Few Years: A Highly Segmented Utility Market

   With long-term interest rates near 10-year lows and inflation at fairly
modest levels, the investment environment in the mid-1990s will likely be very
different from that of the mid-1980s. Stock market returns over the next few 
years are expected to be lower than in many recent years. (Remember that in a
low inflation environment, nominal returns do not need to be as high in order
to provide attractive real returns.)

                                    -4-

<PAGE>
Traditional Utilities.  The same holds true for utility stocks, which face a
considerably harsher environment today than ten years ago. Because of this, we
have to agree with many analysts who have sounded the warning bell on largely 
non-diversified electric utilities, the backbone of the U.S. utility market.

   These stocks have suffered over the past six months. We may buy some of 
them again simply because their prices are so low, but we don't see them as
attractive investments over the longer term. Indeed, we expect these stocks to
provide single-digit returns at best over the next few years.

New Directions. The good news is we are more optimistic about other areas of 
the utility market. Natural gas stocks continue to benefit from increased 
demand for this "cleaner-burning" fuel. Telecommunications stocks, despite
vulnerability earlier this year when the high profile merger talks between 
Bell Atlantic and TCI collapsed, still present the most direct way to 
capitalize on the fast-growing cellular communications industry.

   Foreign stocks may present the most exciting opportunities of all. World 
power consumption is expected to increase exponentially in coming years, with
most of that demand coming from outside of North America. Less government 
regulation and fewer competitors in these foreign markets only increase their
attractiveness.

   In short, the world will always use the electric, gas, and telephone 
services that utility companies provide. Indeed, many parts of the world find
themselves needing these services at a significantly faster pace than just a 
few years ago. The Prudential Utility Fund will continue seeking investment 
opportunities in this ever-changing industry. We are glad you are part of this
process with us.

Sincerely,

Lawrence C. McQuade
President


Warren E. Spitz
Portfolio Manager

                                    -5-

<PAGE>
(PHOTO)

David Kiefer


Management Update

New Co-Portfolio Manager

   We are pleased to announce that David A. Kiefer has joined Warren E. Spitz
as co-portfolio manager of the Prudential Utility Fund.

   For the past two years David has been Warren's chief assistant with the 
$4.3 billion portfolio, and he has overseen selection of most of the Fund's 
growing portfolio of global utility stocks. In this role, David has travelled
extensively, investigating companies worldwide. In recognition of his solid 
results, Prudential named David as co-portfolio manager earlier this year.

   David graduated from Princeton University with a B.S. in civil engineering,
and he completed an M.B.A. at Harvard University. He also has been awarded the
certified financial analyst designation. David joined The Prudential in 1986 
and, after working in the real estate division, he joined the company's 
PruPower division, which specializes in private placement loans to utilities
and power companies.

                              *  *  *  *   *

Expanded Investment Objective

   As the result of a proxy vote, we are also pleased to inform you that 
effective August 1, 1994, the definition of utility companies used in the 
Fund's objective has been expanded to include gas pipeline, telecommunications,
water and cable companies in addition to electric, gas and telephone companies.
                                   -6-

<PAGE>
PRUDENTIAL UTILITY FUND      Portfolio of Investments
                            June 30, 1994 (Unaudited)
<TABLE>
<CAPTION>
                                            Value
Shares               Description           (Note 1)
<C>           <S>                        <C>
              LONG-TERM INVESTMENTS--96.7%
              Common Stocks--92.3%
              Communications--26.7%
 1,500,000    Airtouch Communications,
                Inc.*..................  $   35,437,500
   621,800    Ameritech Corp...........      23,783,850
   582,200    AT&T Corp................      31,657,125
 1,050,000    BCE, Inc.................      33,993,750
   755,200    BellSouth Corp...........      46,633,600
 8,200,000    British
                Telecommunications PLC
                (ADR) (United
                Kingdom)...............      46,590,186
 1,722,400    GTE Corp.................      54,255,600
 1,175,000    MTC Electronic
                Technologies, Ltd.*....       5,140,625
 2,403,300    NYNEX Corp...............      91,024,987
 1,500,000    Pacific Telesis Group....      46,312,500
   330,000    Rochester Telephone
                Corp...................       7,466,250
17,700,000    SIP (Italy)..............      44,340,376
 2,719,200    Southern New England
                Telecommunications
                Corp...................      82,935,600
 3,769,300    Sprint Corp..............     131,454,337
19,500,000    STET (Italy).............      60,175,752
 1,241,700    Tele Danmark (ADR)
                (Denmark)*.............      30,576,863
 1,346,000    Telebras (ADR)
                (Brazil)...............      52,494,000
 2,550,000    Telefonica de Espana
                (ADR) (Spain)..........     102,637,500
 2,508,600    Telefonos de Mexico (ADR)
                (Mexico)...............     140,168,025
 1,713,700    U.S. West, Inc...........      71,761,188
                                         --------------
                                          1,138,839,614
                                         --------------
              Electric Power--35.9%
 1,008,927    AES Corp.................      18,917,381
   335,500    Boston Edison Co.........       8,806,875
 1,000,000    California Energy,
                Inc.*..................      16,500,000
   681,800    Central Hudson Gas &
                Electric Co............      17,897,250
 1,033,400    Central Louisiana
                Electric Co............      24,284,900
 1,241,600    Central Maine Power
                Co.....................  $   14,278,400
 5,200,000    China Light & Power Co.,
                Ltd. (Hong Kong).......      26,572,827
   910,200    Cincinnati Gas & Electric
                Co.....................      19,796,850
 3,700,000    CMS Energy Corp..........      77,237,500
 2,804,600    Commonwealth Edison
                Co.....................      63,804,650
 1,960,160    Companhia Energetica de
                Minas (ADR)
                (Brazil)*..............      36,507,980
17,779,000    Consolidated Electric
                Power Co.*.............      28,521,090
    63,200    Destec Energy, Inc.*.....         632,000
 2,000,600    Detroit Edison Co........      49,514,850
 1,396,900    DPL, Inc.................      27,588,775
   613,700    DQE, Inc.................      18,180,863
   896,300    Eastern Utilities
                Assoc..................      20,726,937
 1,710,200    El Paso Electric
                Co.*/**................       3,420,400
 1,247,700    Empresa Nacional de
                Electricidad (ADR)
                (Spain)................      55,990,537
 4,137,602    Entergy Corp.............     102,405,649
   300,000    Enersis (ADR)............       6,337,500
   381,000    Evn Energ Versorg
                (Austria)..............      46,692,097
 2,373,800    General Public Utilities
                Corp...................      62,312,250
 9,831,000    Iberdrola (Spain)........      69,165,824
 3,351,700    Illinova Corp............      62,844,375
   887,600    Kansas City Power & Light
                Co.....................      17,197,250
    89,600    Kenetech Corp.*..........       1,635,200
 2,425,000    Long Island Lighting
                Co.....................      43,043,750
 6,000,000    National Power PLC
                (United Kingdom)*......      40,103,610
 1,724,100    New York State Electric &
                Gas Corp...............      40,947,375
 1,458,000    Niagara Mohawk Power
                Corp...................      22,052,250
 1,018,200    NIPSCO Industries,
                Inc....................      30,036,900
 2,173,900    Northeast Utilities
                Co.....................      47,282,325
   770,000    Oester Elektrizita
                (Austria)..............      44,110,449
</TABLE>
 
                                      -7-     See Notes to Financial Statements.
 <PAGE>
<PAGE>
PRUDENTIAL UTILITY FUND
<TABLE>
<CAPTION>
                                            Value
Shares               Description           (Note 1)
<C>           <S>                        <C>
              Electric Power (cont'd)
 2,711,900    Peco Energy Co...........  $   71,526,362
 2,303,400    Pinnacle West Capital
                Corp...................      37,718,175
 1,253,100    PowerGen PLC
                (United Kingdom).......       9,496,255
 2,612,400    PSI Resources, Inc.......      55,186,950
   274,100    Public Service Co. of
                Colorado...............       7,160,863
 2,057,000    Public Service Co. of
                New Mexico*............      23,655,500
 1,089,800    Public Service Enterprise
                Group..................      28,334,800
   921,200    Rochester Gas & Electric
                Corp...................      20,036,100
 1,098,100    Sithe Energies, Inc.*....      12,765,413
 3,845,800    Southern Co..............      72,108,750
 7,841,200    Tucson Electric Power
                Co.*...................      23,523,600
   115,000    United Illuminating
                Co.....................       3,780,625
                                         --------------
                                          1,530,640,262
                                         --------------
              Natural Gas--29.7%
   283,650    Bay State Gas Co.........       6,807,600
 3,105,600    British Gas PLC (ADR)
                (United Kingdom).......     128,882,400
   450,000    Burlington Resources,
                Inc....................      18,618,750
 3,826,275    Coastal Corp.............     103,309,425
 2,500,000    Columbia Gas System,
                Inc.*/**...............      67,500,000
   117,600    Eastern Enterprises,
                Inc....................       2,690,100
 1,714,000    El Paso Natural Gas
                Co.....................      55,276,500
   500,000    Energen Corp.............      10,437,500
   903,300    Enron Corp...............      29,583,075
 3,202,900    ENSERCH Corp.............      46,041,688
 1,500,000    Equitable Resources,
                Inc....................      51,562,500
   690,300    KN Energy, Inc...........      15,359,175
   351,800    MCN Corp.................      14,072,000
   810,600    NICOR, Inc...............      21,379,575
 3,148,000    Noram Energy Corp........      18,888,000
   700,000    Oryx Energy Co...........      10,500,000
 3,544,300    Pacific Enterprises......      70,442,963
 4,822,800    Panhandle Eastern
                Corp...................      95,250,300
   117,600    Providence Energy
                Corp...................       1,911,000
 1,880,400    Questar Corp.,...........  $   60,877,950
 3,593,300    Sonat, Inc...............     110,493,975
   990,000    Sonat Offshore Drilling,
                Inc....................      19,305,000
   205,400    Southwest Gas Corp.......       3,697,200
   802,500    Talisman Energy, Inc.*...      15,814,950
   521,800    Tejas Power Corp.*.......       5,348,450
 7,700,000    TransCanada Pipelines,
                Ltd. (Canada)..........      91,186,042
 1,916,300    Transco Energy Co........      31,139,875
 2,200,000    Westcoast Energy, Inc....      32,450,000
 4,396,450    Williams Cos., Inc.......     125,848,381
   161,150    Yankee Energy System,
                Inc....................       4,028,750
                                         --------------
                                          1,268,703,124
                                         --------------
              Real Estate
    52,500    Charles E. Smith
                Residential Realty,
                Inc....................       1,345,312
                                         --------------
              Total common stocks
                (cost
                $3,647,420,582)........   3,939,528,312
                                         --------------
              Preferred Stocks--0.2%
              Electric Power
              El Paso Electric Co.**
     7,000    $8.24....................         486,500
    10,300    $8.44....................         715,850
     5,700    $8.95....................         396,150
   440,000    Kenetech Corp.,
                (Convertible), $2.18...       8,910,000
                                         --------------
              Total preferred stocks
                (cost $10,036,421).....      10,508,500
                                         --------------
<CAPTION>
Principal
  Amount
  (000)       Bonds--4.2%
- ----------
              Communications
              MTC Electronic Technologies, Ltd.,
 $   2,250    8.00%, 7/31/03...........       1,518,750
                                         --------------
</TABLE>
 
                                      -8-     See Notes to Financial Statements.

<PAGE>
PRUDENTIAL UTILITY FUND
<TABLE>
<CAPTION>
 Principal                                  Value
  Amount             Description           (Note 1)
  (000) 
 
<C>           <S>                        <C>
              Electric Power--1.6%
              Arkansas Power & Light
                Co.,
 $   5,000    10.00%, 2/1/20...........  $    5,275,500
              Cincinnati Gas & Electric
                Co.,
     6,500    9.70%, 6/15/19...........       6,313,385
    10,000    10.20%, 12/1/20..........      10,905,500
              Cleveland Electric
                Illumination Co.,
    10,000    9.375%, 3/1/17...........       9,039,300
              Commonwealth Edison Co.,
    10,000    9.625%, 7/1/19...........      10,052,600
              Niagara Mohawk Power
                Corp.,
    10,000    9.50%, 3/1/21............      10,116,900
              Ohio Edison Co.,
    10,000    9.75%, 7/15/19...........       9,879,500
              Texas Utilities Co.,
     5,000    9.75%, 5/1/21............       5,361,900
                                         --------------
                                             66,944,585
                                         --------------
              Natural Gas--2.6%
              Arkla, Inc.,
    20,000    10.00%, 11/15/19.........      21,000,000
              Burlington Resources,
                Inc.,
    10,000    8.50%, 10/1/01...........      10,360,100
    15,000    9.125%, 10/1/21..........      15,939,450
              Coastal Corp.,
     5,000    8.125%, 9/15/02..........       4,863,550
    15,000    9.625%, 5/15/12..........      15,926,400
              Columbia Gas System,
                Inc.,*/**
     2,500    10.25%, 5/1/99...........       3,025,000
     1,031    10.25%, 8/1/11...........       1,268,130
     1,000    10.50%, 6/1/12...........       1,220,000
     8,180    10.15%, 11/1/13..........       9,938,700
              Oryx Energy Co.,
     2,000    9.50%, 11/1/99...........       1,975,240
     1,000    7.50%, 5/15/14...........         856,250
              Transcontinental Gas
                PipeLine,
 $  11,000    8.875%, 9/15/02..........  $   10,780,000
              Williams Cos., Inc.,
    15,000    8.875%, 9/15/12..........      15,265,350
                                         --------------
                                            112,418,170
                                         --------------
              Total bonds
                (cost $181,264,645)....     180,881,505
                                         --------------
              Total long-term
                investments
                (cost
                $3,838,721,648)........   4,130,918,317
                                         --------------
              SHORT-TERM INVESTMENTS--3.0%
              Commercial Paper--0.4%
              First Union National Bank
                of North Carolina,
    16,173    4.438%, 7/1/94
              (cost $16,173,000).......      16,173,000
                                         --------------
              Repurchase Agreement--2.6%
              Joint Repurchase Agreement Account,
   110,754    4.257%, 7/1/94
              (cost $110,754,000; Note
                5).....................     110,754,000
                                         --------------
              Total short-term
                investments
              (cost $126,927,000)......     126,927,000
                                         --------------
              Total Investments--99.7%
              (cost $3,965,648,648;
                Note 4)................   4,257,845,317
              Other assets in excess of
                liabilities--0.3%......      11,387,763
                                         --------------
              Net Assets--100%.........  $4,269,233,080
                                         --------------
                                         --------------
</TABLE>
 
- ---------------
 *Non-income producing securities.
**Issuer in bankruptcy.
ADR--American Depository Receipt.
                                      -9-     See Notes to Financial Statements.
 <PAGE>
<PAGE>
 PRUDENTIAL UTILITY FUND
 Statement of Assets and Liabilities
 (Unaudited)
<TABLE>
<CAPTION>
Assets                                                         June 30, 1994
                                                               --------------
<S>                                                          <C>
Investments, at value (cost $3,965,648,648).................   $4,257,845,317
Foreign currency, at value (cost 1,015,856).................        1,011,634
Cash........................................................           21,872
Dividends and interest receivable...........................       26,035,876
Receivable for investments sold.............................        4,037,865
Receivable for Fund shares sold.............................        2,806,121
Deferred expenses and other assets..........................          136,855
                                                               --------------
    Total assets............................................    4,291,895,540
                                                               --------------
Liabilities
Payable for Fund shares reacquired..........................       14,512,310
Distribution fee payable....................................        3,451,671
Management fee payable......................................        1,457,695
Payable for investments purchased...........................        1,260,000
Withholding taxes payable...................................        1,129,864
Accrued expenses and other liabilities......................          850,920
                                                               --------------
    Total liabilities.......................................       22,662,460
                                                               --------------
Net Assets..................................................   $4,269,233,080
                                                               --------------
                                                               --------------
Net assets were comprised of:
  Common stock, at par......................................   $    4,869,754
  Paid-in capital in excess of par..........................    3,531,999,219
                                                               --------------
                                                                3,536,868,973
  Undistributed net investment income.......................      392,152,957
  Accumulated net realized gain on investments..............       47,994,519
  Net unrealized appreciation on investments and foreign
     currencies.............................................      292,216,631
                                                               --------------
  Net assets, June 30, 1994.................................   $4,269,233,080
                                                               --------------
                                                               --------------
Class A:
  Net asset value and redemption price per share
    ($281,046,050 / 31,986,726 shares of common stock 
    issued and outstanding).................................            $8.79
  Maximum sales charge (5.25% of offering price)............              .49
                                                               --------------
  Maximum offering price to public..........................            $9.28
                                                               --------------
                                                               --------------
Class B:
  Net asset value, offering price and redemption price 
    per share ($3,988,187,030 / 454,988,662 shares of
    common stock issued and outstanding)....................            $8.77
                                                               --------------
                                                               --------------
</TABLE>
 
See Notes to Financial Statements.
                                      -10-

<PAGE>
 PRUDENTIAL UTILITY FUND
 Statement of Operations
 (Unaudited)
<TABLE>
<CAPTION>
                                        Six Months
                                           Ended
                                         June 30,
Net Investment Income                      1994
                                       -------------
<S>                                    <C>
Income
  Dividends (net of foreign
    withholding taxes of
    $2,427,170).....................   $  86,574,631
  Interest..........................      11,773,203
                                       -------------
    Total income....................      98,347,834
                                       -------------
Expenses
  Distribution fee--Class A.........         384,869
  Distribution fee--Class B.........      21,816,524
  Management fee....................       9,264,331
  Transfer agent's fees and
  expenses..........................       3,472,000
  Custodian's fees and expenses.....         405,000
  Reports to shareholders...........         289,000
  Registration fees.................         131,000
  Insurance.........................          68,000
  Audit fee.........................          31,000
  Legal fees........................          26,000
  Directors' fees...................          23,000
  Miscellaneous.....................          23,477
                                       -------------
    Total expenses..................      35,934,201
                                       -------------
Net investment income...............      62,413,633
                                       -------------
Realized and Unrealized Gain (Loss)
on Investments and Foreign Currency
Transactions
Net realized gain on:
  Security transactions.............      47,034,189
  Foreign currency transactions.....          79,998
                                       -------------
                                          47,114,187
                                       -------------
Net change in unrealized
  appreciation/depreciation on:
  Securities........................    (489,983,314)
  Foreign currencies................        (294,730)
                                       -------------
                                        (490,278,044)
                                       -------------
Net loss on investments and foreign
  currencies........................    (443,163,857)
                                       -------------
Net Decrease in Net Assets
Resulting from Operations...........   $(380,750,224)
                                       -------------
                                       -------------
</TABLE>
 
 PRUDENTIAL UTILITY FUND
 Statement of Changes in Net Assets
 (Unaudited)
<TABLE>
<CAPTION>
                           Six Months
                             Ended         Year Ended
Increase (Decrease)         June 30,      December 31,
in Net Assets                 1994            1993
                         --------------  --------------
<S>                      <C>             <C>
Operations
  Net investment
  income..............   $   62,413,633  $  110,658,076
  Net realized gain on
    investment and
    foreign currency
    transactions......       47,114,187     215,901,385
  Net change in
    unrealized
    appreciation/
    depreciation of
    investments and
    foreign
    currencies........     (490,278,044)    257,763,558
                         --------------  --------------
  Net increase
    (decrease) in net
    assets resulting
    from operations...     (380,750,224)    584,323,019
                         --------------  --------------
  Net equalization
    credits
    (debits)..........      (30,590,482)     95,670,312
                         --------------  --------------
Dividends and distributions (Note 1)
  Dividends from net
    investment income
    Class A...........       (4,852,644)     (8,808,902)
    Class B...........      (50,624,166)    (99,427,992)
                         --------------  --------------
                            (55,476,810)   (108,236,894)
                         --------------  --------------
  Distributions from
    net
    realized gains
    Class A...........       (1,472,294)    (13,264,520)
    Class B...........      (20,951,434)   (189,046,028)
                         --------------  --------------
                            (22,423,728)   (202,310,548)
                         --------------  --------------
Fund share transactions (Note 5)
  Net proceeds from
    shares
    subscribed........      298,369,619   1,512,896,194
  Net asset value of
    shares issued to
    shareholders in
    reinvestment of
    dividends and
    distributions.....       64,732,328     260,462,818
  Cost of shares
  reacquired..........     (696,867,923)   (689,440,495)
                         --------------  --------------
  Net increase
    (decrease) in net
    assets from Fund
    share
    transactions......     (333,765,976)  1,083,918,517
                         --------------  --------------
Total increase
  (decrease)..........     (823,007,220)  1,453,364,406
Net Assets
Beginning of period...    5,092,240,300   3,638,875,894
                         --------------  --------------
End of period.........   $4,269,233,080  $5,092,240,300
                         --------------  --------------
                         --------------  --------------
</TABLE>
 
See Notes to Financial Statements.        See Notes to Financial Statements.
                                      -11-
 <PAGE>
<PAGE>
 PRUDENTIAL UTILITY FUND
 Notes to Financial Statements
 (Unaudited)

   Prudential-Bache Utility Fund, Inc., doing business as Prudential Utility
Fund (the ``Fund''), is registered under the Investment Company Act of 1940 as
a diversified, open-end management investment company. Its investment objective
is to seek high current income and moderate capital appreciation through 
investment in equity and debt securities of utility companies, principally
electric, gas and telephone companies. The ability of issuers of certain debt
securities held by the Fund to meet their obligations may be affected by
economic developments in a specific industry or region.

                              
Note 1. Accounting            The following is a summary 
Policies                      of significant accounting poli-
                              cies followed by the Fund in the preparation of
its financial statements.
Securities Valuation: Investments traded on a national securities exchange are
valued at the last reported sales price on the primary exchange on which they
are traded. Securities traded in the over-the-counter market (including
securities listed on exchanges whose primary market is believed to be
over-the-counter) and listed securities for which no sale was reported on that
date are valued at the mean between the last reported bid and asked prices.
Short-term securities which mature in more than 60 days are valued based on
current market quotations. Short-term securities which mature in 60 days or
less are valued at amortized cost.

   In connection with repurchase agreements with U.S. financial institutions,
it is the Fund's policy that its custodian or designated subcustodians, as the
case may be under triparty repurchase agreements, takes possession of the
underlying collateral securities, the value of which exceeds the principal
amount of the repurchase transaction, including accrued interest. If the seller
defaults and the value of the collateral declines or if bankruptcy proceedings 
are commenced with respect to the seller of the security, realization of the 
collateral by the Fund may be delayed or limited.

   All securities are valued as of 4:15 P.M., New York time.
Foreign Currency Translation: The books and records of the Fund are maintained
in U.S. dollars. Foreign currency amounts are translated into U.S. dollars on
the following basis:
   (i) market value of investment securities, other assets and liabilities--at
the closing daily rate of exchange;
   (ii) purchases and sales of investment securities, income and expenses--at
the rate of exchange prevailing on the respective dates of such transactions.
   Although the net assets of the Fund are presented at the foreign exchange
rates and market values at the close of the period, the Fund does not isolate
that portion of the results of operations arising as a result of changes in the
foreign exchange rates from the fluctuations arising from changes in the market
prices of securities held at the end of the period. Similarly, the Fund does not
isolate the effect of changes in foreign exchange rates from the fluctuations
arising from changes in the market prices of portfolio securities sold during
the period.
   Net realized gains on foreign currency transactions of $79,998 represents net
foreign exchange gains from sales and maturities of short-term securities,
disposition of foreign currency, gains or losses realized between the trade and
settlement dates of security transactions, and the difference between amounts of
dividends, interest and foreign withholding taxes recorded on the Fund's books
and the US dollar equivalent amounts actually received or paid. Net currency
gains and losses from valuing foreign currency denominated assets, except
portfolio securities, and liabilities at period end exchange rates are reflected
as a component of unrealized appreciation on foreign currencies.
   Foreign security and currency transactions may involve certain considerations
and risks not typically associated with those of domestic origin as a result of,
among other factors, the possibility of political and economic instability and
the level of governmental supervision and regulation of foreign securities
markets.
Securities Transactions and Investment Income: Securities transactions are
recorded on the trade date. Realized gains and losses on sales of investments
and currencies are calculated on the identified cost basis. Dividend income is
recorded on the ex-dividend date; interest income is recorded on the accrual
basis. The Fund amortizes discounts on purchases of portfolio securities as
adjustments to interest income.
   Net investment income (other than distribution fees) and unrealized and
realized gains or losses are allocated daily to each class of shares based upon
the relative proportion of net assets of each class at the beginning of the day.
Dividends and Distributions: Dividends from net investment income are declared
and paid quarterly. The Fund will distribute at least annually any net capital
gains in excess of loss carryforwards. Dividends and distributions are recorded
on the ex-dividend date.
                                      -12-

<PAGE>
   Income distributions and capital gain distributions are determined in
accordance with income tax regulations which may differ from generally accepted
accounting principles.

Equalization: The Fund follows the accounting practice known as equalization by
which a portion of the proceeds from sales and costs of reacquisitions of shares
of common stock, equivalent on a per share basis to the amount of undistributed
net investment income on the date of the transaction, is credited or charged to
undistributed net investment income. As a result, undistributed net investment
income per share is unaffected by sales or reacquisitions of the Fund's shares.
Taxes: It is the Fund's policy to continue to meet the requirements of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its taxable net income to its shareholders. Therefore, no
federal income tax provision is required.

   Withholding taxes on foreign dividends have been provided for in accordance
with the Fund's understanding of the applicable country's tax rules and rates.
Reclassification of Capital Accounts: The Fund accounts for and reports
distributions to shareholders in accordance with Statement of Position 93-2:
Determination, Disclosure, and Financial Statement Presentation of Income,
Capital Gain, and Return of Capital Distributions by Investment Companies. The
effect of applying this statement was to increase undistributed net investment
income by $79,998 and decrease accumulated net realized gain on investments by
$79,998 for realized foreign currency gains incurred during the period. Net
investment income, net realized gains and net assets were not affected by this
change.
                              
Note 2. Agreements            The Fund has a management
                              agreement with Prudential
Mutual Fund Management, Inc. (``PMF''). Pursuant to this agreement, PMF has
responsibility for all investment advisory services and supervises the
subadviser's performance of such services. Pursuant to a subadvisory agreement
between PMF and The Prudential Investment Corporation (``PIC''), PIC furnishes
investment advisory services in 
connection with the management of the Fund. PMF pays for the cost of the
subadviser's services, the cost of compensation of officers of the Fund,
occupancy and certain clerical and bookkeeping costs of the Fund. The Fund
bears all other costs and expenses.

   The management fee paid PMF is computed daily and payable monthly at an
annual rate of .60% of the Fund's average daily net assets up to $250 million,
.50% of the next $500 million, .45% of the next $750 million, .40% of the next
$500 million, .35% of the next $2 billion, .325% of the next $2 billion and
.30% of the average daily net assets of the Fund in excess of $6 billion.

   The Fund has distribution agreements with Prudential Mutual Fund
Distributors, Inc. (``PMFD''), which acts as the distributor of the Class A
shares of the Fund, and Prudential Securities Incorporated (``PSI''), which
acts as distributor of the Class B shares of the Fund (collectively, the
``Distributors''). To reimburse the Distributors for their expenses incurred in
distributing and servicing the Fund's Class A and B shares, the Fund, pursuant
to plans of distribution, pays the Distributors a reimbursement, accrued daily
and payable monthly.

   Pursuant to the Class A Plan, the Fund reimburses PMFD for its expenses with
respect to Class A shares at an annual rate of up to .30 of 1% of the average
daily net assets of the Class A shares. Such expenses under the Class A Plan
were .25 of 1% of the average daily net assets of the Class A shares for the
six months ended June 30, 1994. PMFD pays various broker-dealers including PSI
and Pruco Securities Corporation (``Prusec''), affiliated broker-dealers, for
account servicing fees and other expenses incurred by such broker-dealers.

   Pursuant to the Class B Plan, the Fund reimburses PSI for its distribution
related expenses with respect to Class B shares at an annual rate of up to 1%
of the average daily net assets of the Class B shares.

   The Class B distribution expenses include commission credits for payments of
commissions and account servicing fees to financial advisers and an allocation
for overhead and other distribution related expenses, interest and/or carrying
charges, the cost of printing and mailing prospectuses to potential investors
and of advertising incurred in connection with the distribution of shares.
   The Distributors recover the distribution expenses and service fees incurred
through the receipt of reimbursement payments from the Fund under the plans and
the receipt of initial sales charges (Class A only) and contingent deferred
sales charges (Class B only) from shareholders.
   PMFD has advised the Fund that it has received approximately $895,000 in
front-end sales charges resulting from sales of Class A shares during the six
months ended June 30, 1994. From these fees, PMFD paid such sales charges to
dealers (PSI and Prusec) which in turn paid commissions to salespersons and
incurred other distribution costs.
   With respect to the Class B Plan, at any given time, the amount of expenses
incurred by PSI in distributing the Fund's shares and not recovered through the
imposition of contingent deferred sales charges in connection with certain
redemptions of shares may exceed the total reimbursement
                                      -13-
 <PAGE>
<PAGE>
made by the Fund pursuant to the Class B Plan. PSI advised the Fund that for 
the six months ended June 30, 1994, it received approximately $4,010,000 in
contingent deferred sales charges imposed upon redemptions by certain
shareholders. PSI, as distributor, has also advised the Fund that at June 30,
1994, the amount of distribution expenses incurred by PSI and not yet reimbursed
by the Fund or recovered through contingent deferred sales charges approximated
$31,150,000. This amount may be recovered through future payments under the
Class B Plan or contingent deferred sales charges.
   In the event of termination or noncontinuation of the Class B Plan, the Fund
would not be contractually obligated to pay PSI, as distributor, for any
expenses not previously reimbursed under the Class B Plan or recovered through
contingent deferred sales charges.
   PMFD is a wholly-owned subsidiary of PMF; PSI, PMF and PIC are indirect,
wholly-owned subsidiaries of The Prudential Insurance Company of America.
                              
Note 3. Other                 Prudential Mutual Fund Ser- 
Transactions                  vices, Inc. (``PMFS''), a 
With Affiliates               wholly-owned subsidiary of 
                              PMF, serves as the Fund's
transfer agent. During the six months ended June 30, 1994, the Fund incurred
fees of approximately $2,765,000 for the services of PMFS. As of June 30, 1994,
approximately $462,000 of such fees were due to PMFS. Transfer agent fees and
expenses in the Statement of Operations also include certain out-of-pocket
expenses paid to non-affiliates.

   For the six months ended June 30, 1994, PSI earned approximately $211,300 in
brokerage commissions from portfolio transactions executed on behalf of the
Fund.
                              
Note 4. Portfolio             Purchases and sales of invest-
Securities                    ment securities, other than 
                              short-term investments, for the six months ended
June 30, 1994, were $500,443,049 and $419,298,504, respectively.
   The federal income tax basis of the Fund's investments at June 30, 1994 was
$3,965,648,648 and, accordingly, net unrealized appreciation for federal income
tax purposes was $291,162,534 (gross unrealized appreciation--$480,340,953;
gross unrealized depreciation--$189,178,419).

                              
Note 5. Joint                 The Fund, along with other
Repurchase                    affiliated registered invest-
Agreement                     ment companies, transfers 
Account                       uninvested cash balances into 
                              a single joint account, the daily 
aggregate balance of which is invested in one or more repurchase agreements
collateralized by U.S. Treasury or federal agency obligations.

   As of June 30, 1994, the Fund had a 11.6% undivided interest in the
repurchase agreements in the joint account. The undivided interest for the Fund
represented $110,754,000 in principal amount. As of such date, each repurchase
agreement in the joint account and the collateral therefor was as follows:

   Goldman, Sachs & Co., 4.30%, in the principal amount of $300,000,000,
repurchase price $300,035,833, due 7/1/94. The value of the collateral 
including accrued interest is $306,000,136.

   Merrill Lynch, Pierce, Fenner & Smith, Inc., 4.15%, in the principal amount
of $232,000,000, repurchase price $232,026,744, due 7/1/94. The value of the
collateral including accrued interest is $236,645,037.

   Nomura Securities International, 4.25%, in the prin-
cipal amount of $275,000,000, repurchase price $275,032,465, due 7/1/94. The
value of the collateral including accrued interest is $280,500,174.

   Smith Barney, Inc., 4.35%, in the principal amount of $150,000,000,
repurchase price $150,018,125, due 7/1/94. The value of the collateral 
including accrued interest is $153,000,285.

                              
Note 6. Capital               The Fund offers both Class A
                              and Class B shares. Class A 
shares are sold with a front-end sales charge of up to 5.25%. Class B shares
are sold with a contingent deferred sales charge which declines from 5% to zero
depending on the period of time the shares are held. Both classes of shares
have equal rights as to earnings, assets and voting privileges except that each
class bears different distribution expenses and has exclusive voting rights
with respect to its distribution plan.

   There are 2 billion shares of $.01 par value per share common stock
authorized. Transactions in shares of common stock for the six months ended
June 30, 1994 and the fiscal year ended December 31, 1993 were as follows:
<TABLE>
<CAPTION>
Class A                           Shares         Amount
- ------------------------------  ----------   --------------
<S>                             <C>          <C>
Six months ended June 30,
  1994:
Shares sold...................   5,925,440   $   55,681,691
Shares issued in reinvestment
  of dividends and
  distributions...............     636,103        5,840,514
Shares reacquired.............  (9,219,950)     (86,780,642)
                                ----------   --------------
Net decrease in shares
  outstanding.................  (2,658,407)  $  (25,258,437)
                                ----------   --------------
                                ----------   --------------
</TABLE>
 
                                      -14-
<PAGE>
<TABLE>
<CAPTION>
Class A                           Shares         Amount
- ------------------------------  ----------   --------------
<S>                             <C>          <C>
Year ended December 31, 1993:
Shares sold...................  14,181,284   $  187,214,286
Shares issued in reinvestment
  of dividends and
  distributions...............   1,885,228       20,510,338
Shares issued as a result of 2
  for 1 stock split...........  14,410,831               --
Shares reacquired.............  (7,054,589)     (86,988,577)
                                ----------   --------------
Net increase in shares
  outstanding.................  23,422,754   $  120,736,047
                                ----------   --------------
                                ----------   --------------
</TABLE>
 
<TABLE>
<CAPTION>
Class B
- ----------------------------
<S>                           <C>           <C>
Six months ended June 30,
  1994:
Shares sold.................   28,428,600   $  242,687,928
Shares issued in
  reinvestment of dividends
  and distributions.........    7,083,826       58,891,814
Shares reacquired...........  (71,403,109)    (610,087,281)
                              -----------   --------------
Net decrease in shares
  outstanding...............  (35,890,682)  $ (308,507,539)
                              -----------   --------------
                              -----------   --------------
Year ended December 31,
  1993:
Shares sold.................  111,930,241   $1,325,681,912
Shares issued in
  reinvestment of dividends
  and distributions.........   24,343,642      239,952,480
Shares issued as a result of
  2 for 1 stock split.......  216,583,756               --
Shares reacquired...........  (53,929,305)    (602,451,918)
                              -----------   --------------
Net increase in shares
  outstanding...............  298,928,334   $  963,182,474
                              -----------   --------------
                              -----------   --------------
</TABLE>
 
                              
Note 7. Contingency           On October 12, 1993, a law-
                              suit was instituted against the
Fund, PMF, PIC, PSI and certain current and former directors of the Fund. The
suit was brought on behalf of the Fund and purportedly on behalf of a class of
shareholders who purchased their shares prior to 1985. The plaintiff sought
damages on behalf of the Fund under Section 36(b) of the Investment Company Act
(the ``Act'') in an unspecified amount for alleged excessive management and
distribution fees paid to PMF and PSI. The complaint also challenges the
Alternative Purchase Plan (the ``Plan'') that was implemented in January 1990
pursuant to a shareholder vote and that provided for the creation of two
classes of Fund shares. The plaintiff, on behalf of the purported class, sought
damages and equitable relief under the Act and state common law against the
Fund, PMF, PSI and certain named directors of the Fund to change the
classification of the shares of the class and to compel a further vote on the
Plan. On August 5, 1994, the United States District Court for the Southern
District of New York dismissed all of the claims in the complaint except 1) the
claims under Section 36(b) of the Act for excessive fees and 2) the state law
claim for breach of fiduciary duty in connection with the adoption of the Plan.
Although the outcome of this litigation cannot be predicted at this time, the
defendants believe they have meritorious defenses to the claims remaining and
intend to defend this action vigorously. In any case, management does not
believe that the outcome of this action is likely to have a material adverse
effect on the Fund's financialposition and results of operations.

                              
Note 8. Subsequent            On July 19, 1994, a meeting
Event                         of the shareholders of the 
                              Fund was held at which time 
the shareholders approved among other things, a) amendments to the Fund's
Articles of Incorporation to permit a conversion feature for Class B shares to
Class A shares after seven years, b) amendments to the Class A and Class B
distribution plans, under which the distribution plans became compensation
rather than reimbursement plans, c) modifications to the Fund's investment
objective, d) elimination or amendment of certain investment restrictions, e)
amendment to various investment policies, f) amendment to the management
agreement to reduce the management fee, and g) a change in the Fund's name from
Prudential-Bache Utility Fund, Inc. to Prudential Utility Fund, Inc. These
amendments were effective August 1, 1994.
                                      -15-

<PAGE>
 PRUDENTIAL UTILITY FUND
 Financial Highlights
 (Unaudited)
<TABLE>
<CAPTION>
                                        Class A                               
                 -----------------------------------------------------                             Class B
                                                          January 22,    --------------------------------------------------------
                 Six Months          Years Ended           1990(D)(D)    Six Months
PER SHARE           Ended            December 31,           Through         Ended               Years Ended December 31,
  OPERATING       June 30,     ------------------------   December 31,    June 30,     ------------------------------------------
  PERFORMANCE:      1994        1993     1992     1991        1990          1994        1993     1992     1991     1990    1989**
                 -----------   ------   ------   ------   ------------   -----------   ------   ------   ------   ------   ------
<S>              <C>           <C>      <C>      <C>      <C>            <C>           <C>      <C>      <C>      <C>      <C>
Net asset
  value,
  beginning of
  period.......    $  9.72     $ 8.97   $ 8.72   $ 7.63      $ 8.65*       $  9.69     $ 8.96   $ 8.71   $ 7.63   $ 9.17   $ 7.31
                 -----------   ------   ------   ------      ------      -----------   ------   ------   ------   ------   ------
Income from
  investment
  operations:
Net investment
  income.......        .16        .33      .38      .39         .36            .12        .24      .31      .32      .31      .36
Net realized
  and   unrealized
  gains   (losses) 
  on investment
  and foreign
  currency
transactions...       (.89)      1.12      .45     1.10        (.38)*         (.88)      1.12      .46     1.10     (.91)    2.30
                 -----------   ------   ------   ------      ------      -----------   ------   ------   ------   ------   ------
  Total from
    investment
  operations...       (.73)      1.45      .83     1.49        (.02)*         (.76)      1.36      .77     1.42     (.60)    2.66
                 -----------   ------   ------   ------      ------      -----------   ------   ------   ------   ------   ------
Less
 distributions:
Dividends from
  net
  investment
  income.......       (.15)      (.29)    (.34)    (.39)       (.40)          (.11)      (.22)    (.28)    (.33)    (.34)    (.36)
Distributions
  from net
  realized
  gains........       (.05)      (.41)    (.24)    (.01)       (.60)          (.05)      (.41)    (.24)    (.01)    (.60)    (.44)
                 -----------   ------   ------   ------      ------      -----------   ------   ------   ------   ------   ------
  Total
  distributions.      (.20)      (.70)    (.58)    (.40)      (1.00)          (.16)      (.63)    (.52)    (.34)    (.94)    (.80)
                 -----------   ------   ------   ------      ------      -----------   ------   ------   ------   ------   ------
Net asset
  value, end of
  period.......    $  8.79     $ 9.72   $ 8.97   $ 8.72      $ 7.63        $  8.77     $ 9.69   $ 8.96   $ 8.71   $ 7.63   $ 9.17
                 -----------   ------   ------   ------      ------      -----------   ------   ------   ------   ------   ------
                 -----------   ------   ------   ------      ------      -----------   ------   ------   ------   ------   ------
TOTAL
  RETURN#......      (7.64)%    16.28%    9.88%   19.95%      (0.11)%*       (8.06)%    15.27%    9.02%   19.01%   (6.48)%  37.17%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end
  of period
  (000,000)....       $281       $337     $201     $111         $73         $3,988     $4,756   $3,438   $2,818   $2,395   $2,306
Average net
  assets
  (000,000)....       $310       $287     $149      $85         $51         $4,399     $4,308   $3,027   $2,529   $2,315   $2,037
Ratios to
  average net
  assets:
  Expenses,
    including
    distribution
    fees.......        .84%(D)    .80%     .81%     .87%        .97%(D)       1.59%(D)   1.60%    1.61%    1.67%    1.73%    1.46%
  Expenses,
    excluding
    distribution
    fees.......        .59%(D)    .60%     .61%     .67%        .77%(D)        .59%(D)    .60%     .61%     .67%     .74%     .73%
  Net
   investment
   income......       3.37%(D)   3.16%    4.14%    4.69%       4.78%(D)       2.62%(D)   2.36%    3.34%    3.89%    3.94%    4.19%
Portfolio
  turnover
  rate.........          9%        24%      24%      38%         53%             9%        24%      24%      38%      53%      75%
</TABLE>
 
- ---------------
   * Restated.
  ** Based on average month-end shares outstanding.
 (D) Annualized.
 (D)(D) Commencement of offering of Class A shares.
   # Total return does not consider the effects of sales loads. Total return is
     calculated assuming a purchase of shares on the first day and a sale on the
     last day of each period reported and includes reinvestment of dividends
     and distributions. Total return for periods of less than one full year are 
     not annualized.
 
See Notes to Financial Statements.
                                      -16-



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