PRUDENTIAL UTILITY FUND INC, 485APOS, 1995-10-27

PRUDENTIAL UTILITY FUND INC
485APOS, 1995-10-27

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As filed with the Securities and Exchange Commission
on October 27, 1995

Securities Act Registration No. 2-72097
Investment Company Act Registration No. 811-3175
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

----------

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. [ ]

Post-Effective Amendment No. 21 [X]

and/or

REGISTRATION STATEMENT UNDER THE

INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 22 [X]

(Check appropriate box or boxes)

PRUDENTIAL UTILITY FUND, INC.

(Exact name of registrant as specified in charter)

ONE SEAPORT PLAZA,

NEW YORK, NEW YORK 10292

(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: (212) 214-1250

S. Jane Rose, Esq.

One Seaport Plaza

New York, New York 10292

(Name and Address of Agent for Service)

Approximate date of proposed public offering:

As soon as practicable after the effective

date of the Registration Statement.

It is proposed that this filing will become effective

(check appropriate box):

[ ] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[x] on January 2, 1996 pursuant to paragraph (a)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
[ ] this post-effective amendment designates a new
effective date for a previously filed post-effective
amendment

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant
has previously registered an indefinite number of shares of its Common Stock,
par value $.01 per share. The Registrant filed a notice under such Rule for
its fiscal year ended December 31, 1994 on or about February 28, 1995.

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- --------------------------------------------------------------------------------

<PAGE>

CROSS REFERENCE SHEET
(as required by Rule 495)
<TABLE>
<CAPTION>

N-1A Item No. Location
- ------------- --------

Part A

<S> <C>
Item 1. Cover Page Cover Page

Item 2. Synopsis Fund Expenses; Fund Highlights

Item 3. Condensed Financial Information Fund Expenses; Selected Per Share
Data and Ratios; How the Fund
Calculates Performance

Item 4. General Description of Registrant Cover Page; Fund Highlights; How the
Fund Invests; General Information

Item 5. Management of the Fund Selected Per Share Data and Ratios;
How the Fund is Managed

Item 6. Capital Stock and Other Securities Taxes, Dividends and Distributions;
General Information

Item 7. Purchase of Securities Being Offered Shareholder Guide; How the Fund
Values its Shares

Item 8. Redemption or Repurchase Shareholder Guide; How the Fund
Values its Shares; General Information

Item 9. Pending Legal Proceedings How the Fund is Managed

Part B

Item 10. Cover Page Cover Page

Item 11. Table of Contents Table of Contents

Item 12. General Information and History General Information

Item 13. Investment Objectives and Policies Investment Objective and Policies;
Investment Restrictions

Item 14. Management of the Fund Directors and Officers; Manager;
Distributor

Item 15. Control Persons and Principal Holders of Securities Not Applicable

Item 16. Investment Advisory and Other Services Manager; Distributor; Custodian and
Transfer and Dividend Disbursing
Agent and Independent Accountants

Item 17. Brokerage Allocation and Other Practices Portfolio Transactions and Brokerage

Item 18. Capital Stock and Other Securities Not Applicable

Item 19. Purchase, Redemption and Pricing of Securities Being Offered Purchase and Redemption of Fund
Shares; Shareholder Investment
Account; Net Asset Value

Item 20. Tax Status Taxes

Item 21. Underwriters Distributor

Item 22. Calculation of Performance Data Performance Information

Item 23. Financial Statements Financial Statements
</TABLE>

Part C

Information required to be included in Part C is set forth under the appropriate
Item, so numbered, in Part C to this Post-Effective Amendment to the
Registration Statement.

<PAGE>

Prudential Utility Fund, Inc.
CLASS Z SHARES

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Prospectus dated January 2, 1996

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Prudential Utility Fund, Inc. (the Fund) is an open-end, diversified 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. Utility companies include electric, gas, gas pipeline,
telephone, telecommunications, water and cable companies. In normal
circumstances, the Fund intends to invest at least 80% of its assets in such
securities. The Fund may also purchase and sell certain derivatives, including
options on equity securities and stock index options, futures contracts and
options thereon, forward foreign currency exchange contracts, and options on
foreign currencies pursuant to limits described herein. There can be no
assurance that the Fund's investment objective will be achieved. See "How the
Fund Invests--Investment Objective and Policies." The Fund's address is One
Seaport Plaza, New York , New York 10292, and its telephone number is (800)
225-1852.

Class Z shares are offered exclusively for sale to the Trustee of the Prudential
Securities 401(k) Plan, a defined contribution plan sponsored by Prudential
Securities Incorporated (the PSI 401(k) Plan or the Plan). Only Class Z shares
are offered through this Prospectus. The Fund also offers Class A, Class B and
Class C shares through the attached Prospectus dated March 1, 1995 (the Retail
Class Prospectus), which is a part hereof.

This Prospectus sets forth concisely the information about the Fund that a
prospective investor should know before investing. Additional information about
the Fund has been filed with the Securities and Exchange Commission in a
Statement of Additional Information, dated March 1, 1995, which information is
incorporated herein by reference (is legally considered a part of this
Prospectus) and is available without charge upon request to the Fund at the
address or telephone number noted above.

- --------------------------------------------------------------------------------

Investors are advised to read this Prospectus and retain it for future
reference.

- --------------------------------------------------------------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<PAGE>

________________________________________________________________________________

FUND EXPENSES
________________________________________________________________________________
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<TABLE>

<S> <C>

Shareholder Transaction Expenses Class Z Shares
Maximum Sales Load Imposed on Purchases (as a percentage of --------------
offering price) ............................................................. None
Maximum Sales Load or Deferred Sales Load Imposed on
Reinvested Dividends ........................................................ None
Deferred Sales Load (as a percentage of original purchase
price or redemption proceeds, whichever is lower) ........................... None
Redemption Fees ............................................................... None
Exchange Fee .................................................................. None

Annual Fund Operating Expenses Class Z Shares*
(as a percentage of average net assets) --------------
Management Fees ............................................................... .40%
12b-1 Fees .................................................................... None
Other Expenses ................................................................ .23%
Total Fund Operating Expenses ................................................. .63%
</TABLE>

Example 1 year 3 years 5 years 10 years
------ ------- ------- --------
<S> <C> <C> <C> <C>

You would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual return and (2) redemption at the end of each time
period:
Class Z* ............................................................ $6 $20 $35 $79

The above example is based on expenses expected to have been incurred if Class Z
shares had been in existence throughout the fiscal year ended December 31, 1994.
The example should not be considered a representation of past or future
expenses. Actual expenses may be greater or less than those shown.

The purpose of this table is to assist investors in understanding the various
costs and expenses that an investor in Class Z shares of the Fund will bear,
whether directly or indirectly. For more complete descriptions of the various
costs and expenses, see "How the Fund is Managed". "Other Expenses" includes
operating expenses of the Fund, such as directors' and professional fees,
registration fees, reports to shareholders and transfer agency and custodian
fees.
<FN>
- ---------------
*Estimated based on expenses expected to have been incurred if Class Z shares
had been in existence throughout the fiscal year ended December 31, 1994.

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</FN>
</TABLE>

<PAGE>

THE FOLLOWING INFORMATION SUPPLEMENTS "HOW THE FUND IS MANAGED-DISTRIBUTOR" IN
THE RETAIL CLASS PROSPECTUS:

Prudential Securities serves as the Distributor of Class Z shares and incurs
the expenses of distributing the Fund's Class Z shares under a Distribution
Agreement with the Fund, none of which is reimbursed by or paid for by the Fund.

THE FOLLOWING INFORMATION SUPPLEMENTS "HOW THE FUND VALUES ITS SHARES" IN THE
RETAIL CLASS PROSPECTUS:

The NAV of Class Z shares will generally be higher than the NAV of Class A,
Class B or Class C shares as a result of the fact that Class Z shares are not
subject to any distribution or service fee. It is expected, however, that the
NAV of the four classes will tend to converge immediately after the recording of
dividends, which will differ by approximately the amount of the
distribution-related expense accrual differential among the classes.

THE FOLLOWING INFORMATION SUPPLEMENTS "TAXES, DIVIDENDS AND
DISTRIBUTIONS-TAXATION OF SHAREHOLDERS" IN THE RETAIL CLASS PROSPECTUS:

As a qualified plan, the PSI 401(k) Plan generally pays no federal income
tax. Individual participants in the Plan should consult Plan documents and their
own tax advisers for information on the tax consequences associated with
participating in the PSI 401(k) Plan.

The per share dividends on Class Z shares will generally be higher than the
per share dividends on Class A, Class B or Class C shares as a result of the
fact that Class Z shares are not subject to any distribution or service fee.

THE FOLLOWING INFORMATION REPLACES THE INFORMATION UNDER "SHAREHOLDER GUIDE-HOW
TO BUY SHARES OF THE FUND" AND "SHAREHOLDER GUIDE-HOW TO SELL YOUR SHARES" IN
THE RETAIL CLASS PROSPECTUS:

Class Z shares of the Fund are offered exclusively for sale to the Trustee
of the PSI 401(k) Plan. Such shares may be purchased or redeemed only by the
Plan on behalf of individual Plan participants at NAV without any sales or
redemption charge. Class Z shares are not subject to any minimum investment
requirements. The Plan purchases and redeems shares to implement the investment
choices of individual Plan participants with respect to their contributions in
the Plan. All purchases through the Plan will be for Class Z shares. Individual
Plan participants should consult Plan documents for a description of the
procedures and limitations applicable to the making or changing of investment
choices. Copies of the Plan documents are available from the Prudential
Securities Benefits Department at One Seaport Plaza, 33rd Floor, New York, New
York 10292 or by calling (212) 214-7194.

The average net asset value per share at which shares of the Fund are
purchased or redeemed by the Plan for the accounts of individual Plan
participants might be more or less than the net asset value per share prevailing
at the time that such participants made their investment choices or made their
contributions to the Plan.

THE FOLLOWING INFORMATION SUPPLEMENTS "SHAREHOLDER GUIDE-HOW TO EXCHANGE YOUR
SHARES" IN THE RETAIL CLASS PROSPECTUS:

Effective as of the date of this Prospectus, Class A shares held through
the PSI 401(k) Plan on behalf of participants will be automatically exchanged at
relative net asset value for Class Z shares. You should contact the Prudential
Securities Benefits Department about how to exchange your Class Z shares. See
"How to Buy Shares of the Fund" above.

THE INFORMATION ABOVE ALSO SUPPLEMENTS THE INFORMATION UNDER "FUND HIGHLIGHTS"
IN THE RETAIL CLASS PROSPECTUS AS APPROPRIATE.

<PAGE>

PRUDENTIAL UTILITY FUND, INC.
Supplement dated January 2, 1996
to Prospectus Dated March 1, 1995

The following information supplements "Financial Highlights" in the Prospectus:

________________________________________________________________________________

FINANCIAL HIGHLIGHTS
(for a share outstanding throughout the period indicated)
(Class A, Class B and Class C Shares)
________________________________________________________________________________

The following financial highlights for Class A, Class B and Class C shares are
unaudited. This information should be read in conjunction with the financial
statements and the notes thereto, which appear in the Statement of Additional
Information. The financial highlights contain selected data for a Class A, Class
B and Class C share of common stock, respectively, outstanding, total return,
ratios to average net assets and other supplemental data for the period
indicated. The information has been determined based on data contained in the
financial statements. No Class Z shares were outstanding during the indicated
period.

<TABLE>
<CAPTION>
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Six Months Ended June 30, 1995 (unaudited)
--------------------------------------
Class A Class B Class C
<S> <C> <C> <C>

PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period .......................... $ 8.27 $ 8.26 $ 8.26
-------- -------- --------
Income from investment operations
Net investment income ......................................... .16 .12 .12
Net realized and unrealized gain (loss) on investments and
foreign currency transactions................................ .77 .78 .78
-------- -------- --------
Total from investment operations .......................... .93 .90 .90
-------- -------- --------

Less distributions
Dividends from net investment income .......................... (.15) (.11) (.11)
-------- -------- --------
Total distributions ....................................... (.15) (.11) (.11)
-------- -------- --------

Net asset value, end of period ................................ $ 9.05 $ 9.05 $ 9.05
========= ======== ========

TOTAL RETURN(b): .............................................. 11.33% 10.96% 10.96%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000) ............................... $ 1,565 $ 2,336 $ 2,331
Average net assets (000) ...................................... $ 1,272 $ 2,575 $ 1,530
Ratios to average net assets:
Expenses, including distribution fees ....................... .90%(a) 1.65%(a) 1.65%(a)
Expenses, excluding distribution fees ....................... .65%(a) .65%(a) .65%(a)
Net investment income ....................................... 3.44%(a) 2.69%(a) 2.69%(a)
Portfolio turnover rate ....................................... 8% 8% 8%

<FN>
- ------------
(a) Annualized
(b) 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 returns for periods of less than a full year are not
annualized.
</FN>

</TABLE>
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1
<PAGE>

THE FOLLOWING INFORMATION SUPPLEMENTS "GENERAL INFORMATION-DESCRIPTION OF COMMON
STOCK" IN THE PROSPECTUS:

The Fund is authorized to offer 2 billion shares of common stock, $.01 per
share, divided into four classes of shares, designated Class A, Class B, Class C
and Class Z shares, consisting of 500 million Class A shares, 700 million Class
B shares, 400 million Class C shares and 400 million Class Z shares. Each class
represents an interest in the same assets of the Fund and is identical in all
respects except that (i) each class is subject to different sales charges and
distribution and/or service fees (except for Class Z shares which are not
subject to any distribution and/or service fee), (ii) each class has exclusive
voting rights on any matter submitted to shareholders that relates solely to its
arrangement and has separate voting rights on any matter submitted to
shareholders in which the interests of one class differ from the interests of
any other class, (iii) each class has a different exchange privilege, (iv) only
Class B shares have a conversion feature and (v) Class Z shares are not subject
to any sales or redemption charge and are offered exclusively for sale to the
Trustee of the PSI 401(k) Plan, a defined contribution plan sponsored by
Prudential Securities. Since Class B and Class C shares generally bear higher
distribution expenses than Class A shares, the liquidation proceeds to
shareholders of those classes are likely to be lower than to Class A
shareholders and to Class Z shareholders, whose shares are not subject to any
distribution and/or service fee. In accordance with the Fund's Articles of
Incorporation, the Board of Directors may authorize the creation of additional
series and classes within such series, with such preferences, privileges,
limitations and voting and dividend rights as the Directors may determine.
Currently, the Fund is offering four classes, designated Class A, Class B, Class
C and Class Z shares.

THE FOLLOWING INFORMATION FOR THE CLASS Z SHARES SUPPLEMENTS "HOW THE FUND
CALCULATES PERFORMANCE" IN THE PROSPECTUS:

The Fund will include performance data for each class of shares offered
through the Prospectus in any advertisement or information including performance
data of the Fund.

<PAGE>

PRUDENTIAL UTILITY FUND, INC.
Supplement dated January 2, 1996 to
Statement of Additional Information dated March 1, 1995

THE FOLLOWING INFORMATION SUPPLEMENTS "DIRECTORS AND OFFICERS" IN THE STATEMENT
OF ADDITIONAL INFORMATION:

As of October 13, 1995, the directors and officers of the Fund, as a
group, owned less than 1% of the outstanding common stock of the Fund.

As of October 13, 1995, Prudential Securities was the record holder for
other beneficial owners of 45,436,704 Class A shares (or 27% of the outstanding
Class A shares), 118,887,500 Class B shares (or 49% of the outstanding Class B
shares) and 253,153 Class C shares (or 83% of the outstanding Class C shares) of
the Fund. In the event of any meetings of shareholders, Prudential Securities
will forward, or cause the forwarding of, proxy materials to the beneficial
owners for which it is the record holder.

THE FOLLOWING INFORMATION SUPPLEMENTS "DISTRIBUTOR" IN THE STATEMENT OF
ADDITIONAL INFORMATION:

THE FOLLOWING INFORMATION SUPPLEMENTS "PURCHASE AND REDEMPTION OF FUND SHARES"
IN THE STATEMENT OF ADDITIONAL INFORMATION:

Shares of the Fund may be purchased at a price equal to the next determined
net asset value per share plus a sales charge which, at the election of the
investor, may be imposed either (i) at the time of purchase (Class A shares) or
(ii) on a deferred basis (Class B or Class C shares). Class Z shares of the Fund
are not subject to any sales or redemption charge and are offered exclusively
for sale to the Trustee of the Prudential Securities 401(k) Plan, a defined
contribution plan sponsored by Prudential Securities (the PSI 401(k) Plan). See
"Shareholder Guide-How to Buy Shares of the Fund" in the Prospectus.

Each class represents an interest in the same assets of the Fund and is
identical in all respects except that (i) each class is subject to different
sales charges and distribution and/or service fees (except for Class Z shares,
which are not subject to any sales or redemption charge or any distribution
and/or service fee), (ii) each class has exclusive voting rights on any matter
submitted to shareholders that relates solely to its arrangement and has
separate voting rights on any matter submitted to shareholders in which the
interests of one class differ from the interests of any other class, (iii) each
class has a different exchange privilege, (iv) only Class B shares have a
conversion feature and (v) Class Z shares are offered exclusively for sale to
the Trustee of the PSI 401(k) Plan. See "Distributor" and "Shareholder
Investment Account-Exchange Privilege."

Specimen Price Make-up

Under the current distribution arrangement between the Fund and the
Distributor, Class A shares are sold at a maximum sales charge of 5% and Class
B*, Class C* and Class Z** shares are sold at net asset value. Using the Fund's
net asset value at June 30, 1995, the maximum offering price of the Fund's
shares is as follows:

<PAGE>

Class A
Net asset value and redemption price per Class A share $ 9.05

Maximum sales charge (5% of offering price) .48
-------
Offering price to public $ 9.53
=======
Class B
Net asset value, offering price and redemption price per Class B share* $ 9.05
=======
Class C
Net asset value, offering price and redemption price per Class C share* $ 9.05
=======
Class Z
Net asset value, offering price and redemption price per Class Z share** $ 9.05
=======
<FN>
- ----------------
*Class B and Class C shares are subject to a contingent deferred sales charge
on certain redemptions. See "Shareholder Guide-How to Sell Your
Shares-Contingent Deferred Sales Charges" in the Prospectus.
**Class Z shares did not exist prior to January 2, 1996.
</FN>
</TABLE>

The following information supplements "Shareholder Investment Account-Exchange
Privilege" in the Statement of Additional Information:

Class Z. Class Z shares may be exchanged for Class Z shares of the funds
listed below which particpate in the PSI 401(k) Plan. No fee or sales load will
be imposed upon the exchange.

Prudential Allocation Fund
(Balanced Portfolio)
Prudential Equity Income Fund
Prudential Equity Fund, Inc.
Prudential Global Fund, Inc.
Prudential Government Income Fund, Inc.
Prudential Government Securities Trust
(Money Market Series)
Prudential Growth Opportunity Fund, Inc.
Prudential High Yield Fund, Inc.
Prudential MoneyMart Assets, Inc.
Prudential Multi-Sector Fund, Inc.
Prudential Pacific Growth Fund, Inc.

The following information supplements "Performance Information" in the Statement
of Additional Information:

Average Annual Total Return. The Fund may from time to time advertise its
average annual total return. Average annual total return is determined
separately for Class A, Class B, Class C and Class Z shares. See "How the Fund
Calculates Performance" in the Prospectus.

The average annual total return for Class A shares for the one year and
since inception periods ended June 30, 1995 was 5.48% and 7.63%, respectively.
The average annual total return for the Class B shares of the Fund for the one,
five and ten year periods ended on June 30, 1995 was 5.41%, 8.30% and 12.22%,
respectively. The average annual total return for Class C shares for the since
inception (August 1, 1994) period through June 30, 1995 was 3.00%. During these
periods, no Class Z shares were outstanding.

<PAGE>

Aggregate Total Return. The Fund may also advertise its aggregate total
return. Aggregate total return is determined separately for Class A, Class B,
Class C and Class Z shares. See "How the Fund Calculates Performance" in the
Prospectus.

The aggregate total return for Class A shares for the one and five year and
since inception periods ended June 30, 1995 was 5.48%, 48.12% and 49.14%,
respectively. The aggregate total return with respect to the Class B shares of
the Fund for the one, five and ten-year periods ended on June 30, 1995 was
5.41%, 49.02%, and 216.91%, respectively. The aggregate total return for Class C
shares for the since inception (August 1, 1994) period through June 30, 1995 was
3.00%. During these periods, no Class Z shares were outstanding.

Yield. The Fund may from time to time advertise its yield as calculated over
a 30-day period. Yield is calculated separately for Class A, Class B, Class C
shares and Class Z shares. The Fund's 30-day yields for the 30-day period ended
June 30, 1995 for the Fund's Class A, Class B and Class C shares was 3.02%,
2.42% and 2.42%, respectively. During these periods, no Class Z shares were
outstanding.

(ICON)

<PAGE>

Portfolio of Investments as of June 30, 1995 (Unaudited)
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Left Column

Shares Description Value (Note 1)

- -----------------------------------------------------------------

LONG-TERM INVESTMENTS--96.9%
COMMON STOCKS--92.6%

- -----------------------------------------------------------------
Communications--24.4%

1,500,000 AirTouch Communications, Inc.(a) $ 42,750,000
1,152,200 AT&T Corp. 61,210,625
469,800 BCE Inc. 15,092,325
360,000 Bell Atlantic Corp. 20,160,000
850,100 BellSouth Corp. 53,981,350
330,000 Frontier Corporation 7,920,000
3,060,900 MCI Communications Corp. 67,339,800
2,403,300 NYNEX Corp. 96,732,825
398,000 Philippine Long Distance Telephone
Co. (ADR) (The Philippines) 25,621,250
603,700 Portugal Telecommunications, S.A.
(ADR) (Portugal) 11,470,300
79,100 PT Indonesian Satellite (ADR)
(Indonesia)(a) 3,025,575
2,019,200 Southern New England
Telecommunications, Corp. 71,176,800
1,919,300 Sprint Corp. 64,536,462
19,500,000 Stet-Societa Finanziaria
Telefonica S.P.A. (Italy) 54,179,927
1,991,700 Tele Danmark (ADR) (Denmark) 55,767,600
573,400 Telebras (ADR) (Brazil) 18,922,200
17,700,000 Telecom Italia S.P.A. (Italy) 47,900,490
2,474,000 Telefonica de Espana, S.A. (ADR)
(Spain) 95,867,500
1,261,500 Telefonos de Mexico, S.A. (ADR)
(Mexico) 37,371,938
2,453,700 US West, Inc. 102,135,262
---------------
953,162,229

- -----------------------------------------------------------------
Electric Power--34.0%

1,558,927 AES Corp.(a) 29,619,613
1,000,000 California Energy Company, Inc.(a) 16,375,000
1,033,400 Central Louisiana Electric
Company, Inc. 24,284,900
1,241,600 Central Maine Power Co. 14,744,000
3,532,685 Cinergy Corporation 92,732,981

Right Column

PRUDENTIAL UTILITY FUND
- ----------------------------------------------------------------
- ----------------------------------------------------------------

Shares Description Value (Note 1)

- ----------------------------------------------------------------

- ----------------------------------------------------------------
3,058,000 CMS Energy Corporation $ 75,303,250
948,202 Companhia Energetica de Minas
Gerais-Cemig (ADR) (Brazil) (a) 18,726,990
17,779,000 Consolidated Electric Power (Hong
Kong) 41,243,383
63,200 Destec Energy, Inc.(a) 813,700
1,326,700 DPL Inc. 29,353,237
896,300 Eastern Utilities Associates 20,278,788
1,649,700 El Paso Electric Company (a)/(b) 927,956
1,247,700 Empresa Nacional de Electricidad
S.A. (ADR) (Spain) 61,449,225
3,170,702 Entergy Corporation 76,493,186
381,000 Evn Energie - Versorgung
Niederoesterreich AG (Austria) 53,238,296
1,330,300 General Public Utilities
Corporation 39,576,425
420,000 Huaneng Power International Inc.
(ADR) (China) (a) 7,717,500
9,831,000 Iberdrola (Spain) 74,159,404
3,313,200 Illinova Corp. 84,072,450
1,610,600 KENETECH Corp.(a) 18,924,550
344,300 Long Island Lighting Co. 5,336,650
6,000,000 National Power PLC (United
Kingdom) 42,509,444
1,622,600 New York State Electric & Gas
Corp. 37,928,275
1,385,600 Niagara Mohawk Power Corp. 20,437,600
967,000 NIPSCO Industries, Inc. 32,878,000
1,873,900 Northeast Utilities Co. 42,162,750
669,000 Oester Elektrizita (Austria) 49,041,684
2,651,200 Peco Energy Co. 73,239,400
2,303,400 Pinnacle West Capital Corp. 56,433,300
500,000 PowerGen PLC (United Kingdom) 3,841,311
2,057,000 Public Service Company of New
Mexico(a) 29,312,250
655,200 Public Service Enterprise Inc. 18,181,800
1,098,100 Sithe Energies, Inc.(a) 10,706,475
3,096,800 The Southern Company 69,290,900
7,453,700 Tucson Electric Power Company(a) 23,292,812
1,180,500 Unicom Corp. 31,430,812
---------------
1,326,058,297

- --------------------------------------------------------------------------------
See Notes to Financial Statements. 3

<PAGE>

Portfolio of Investments as of June 30, 1995 (Unaudited)
- -----------------------------------------------------------------
- -----------------------------------------------------------------
Left Column

Shares Description Value (Note 1)

- -----------------------------------------------------------------

- -----------------------------------------------------------------
Natural Gas--32.6%
283,650 Bay State Gas Co. $ 6,984,881
2,231,600 British Gas PLC (ADR) (United
Kingdom) 102,653,600
450,000 Burlington Resources, Inc. 16,593,750
3,826,275 Coastal Corp. 116,223,103
2,500,000 Columbia Gas System, Inc.(a)/(b) 79,375,000
329,700 Consolidated Natural Gas Co. 12,446,175
117,600 Eastern Enterprises, Inc. 3,513,300
1,714,000 El Paso Natural Gas Co. 48,849,000
500,000 Energen Corp. 10,750,000
417,900 Enron Corp. 14,678,738
3,272,300 ENSERCH Corp. 56,038,137
1,500,000 Equitable Resources, Inc. 43,312,500
690,300 KN Energy, Inc. 17,516,363
703,600 MCN Corporation 13,896,100
810,600 NICOR Inc. 21,784,875
3,148,000 Noram Energy Corporation 20,462,000
700,000 Oryx Energy Co.(a) 9,625,000
3,544,300 Pacific Enterprises 86,835,350
5,322,800 Panhandle Eastern Corporation 129,743,250
117,600 Providence Energy Corp. 1,793,400
1,880,400 Questar Corp. 54,061,500
4,307,100 Sonat, Inc. 131,366,550
205,400 Southwest Gas Corporation 2,926,950
802,500 Talisman Energy, Inc. (Canada)(a) 14,902,778
521,800 Tejas Power Corp.(a) 5,022,325
7,700,000 TransCanada Pipelines, Ltd.
(Canada) 103,038,634
2,200,000 Westcoast Energy, Inc. 32,450,000
3,232,341 Williams Cos., Inc. 112,727,892
161,150 Yankee Energy System, Inc. 3,585,588
---------------
1,273,156,739

- ----------------------------------------------------------------
Oil Services--0.7%
990,000 Sonat Offshore Drilling, Inc. 28,462,500

- ----------------------------------------------------------------
Realty Investment Trust--0.5%
49,700 Charles E. Smith Residential
Realty, Inc. 1,180,375
700,000 Equity Residential Property Trust 19,512,500
---------------
20,692,875

Right Column
PRUDENTIAL UTILITY FUND
- ----------------------------------------------------------------
- ----------------------------------------------------------------

Shares Description Value (Note 1)

- ----------------------------------------------------------------

- ----------------------------------------------------------------
Transportation--0.4%
257,800 Flughafen Wien AG (Austria) $ 13,710,513
---------------
Total common stocks
(cost $3,148,140,425) 3,615,243,153
---------------
PREFERRED STOCK--0.2%
- ----------------------------------------------------------------
Electric Power--0.2%
440,000 KENETECH Corp., Convertible, $2.18
(cost $8,878,321) 6,160,000
---------------
Principal
Amount
(000)

BONDS--4.1%
- ---------------------------------------------------------------
Electric Power--1.3%
$ 5,000 Arkansas Power & Light Co.,
10.00%, 2/1/20 5,166,500
10,000 Cincinnati Gas & Electric Co.,
10.20%, 12/1/20 10,077,300
10,000 Cleveland Electric Illumination Co.,
9.375%, 3/1/17 9,318,700
10,000 Commonwealth Edison Co.,
9.625%, 7/1/19 11,045,400
10,000 Niagara Mohawk Power Corp.,
9.50%, 3/1/21 10,443,600
5,000 Texas Utilities Co.,
9.75%, 5/1/21 5,712,250
---------------
51,763,750
- ----------------------------------------------------------------
Natural Gas--2.8%
20,000 Arkla, Inc.,
10.00%, 11/15/19 20,822,180
Burlington Resources, Inc.,
10,000 8.50%, 10/1/01 10,898,700
15,000 9.125%, 10/1/21 17,739,750

- --------------------------------------------------------------------------------
4 See Notes to Financial Statements.

<PAGE>

PRUDENTIAL UTILITY FUND
Portfolio of Investments as of June 30, 1995 (Unaudited)
- ----------------------------------------------------------------
- ----------------------------------------------------------------

Principal
Amount
(000) Description Value (Note 1)

- ----------------------------------------------------------------

Natural Gas (cont'd.)

Coastal Corp.,
$ 5,000 8.125%, 9/15/02 $ 5,262,200
15,000 9.625%, 5/15/12 17,049,450
Columbia Gas System, Inc.,(a)/(b)
2,500 10.25%, 5/1/99 3,537,500
1,031 10.25%, 8/1/11 1,546,500
1,000 10.50%, 6/1/12 1,462,500
8,180 10.15%, 11/1/13 11,942,800
Oryx Energy Co.,
2,000 9.50%, 11/1/99 2,089,940
1,000 7.50%, 5/15/14 871,500
15,000 Williams Cos., Inc.,
8.875%, 9/15/12 16,523,550
---------------
109,746,570
---------------
Total bonds
(cost $151,530,929) 161,510,320
---------------
Total long-term investments
(cost $3,308,549,675) 3,782,913,473
---------------

SHORT-TERM INVESTMENT--2.1%

- ----------------------------------------------------------------
Commercial Paper

80,559 Chemical Bank,
6.125%, 7/3/95
(cost $80,559,000) 80,559,000
---------------

- ----------------------------------------------------------------
Total Investments--99.0%

(cost $3,389,108,675; Note 4) 3,863,472,473
Other assets in excess of
liabilities--1.0% 39,575,654
---------------
Net Assets--100% $ 3,903,048,127
===============

- ---------------
(a) Non-income producing securities.
(b) Issuer in bankruptcy.
ADR--American Depository Receipt.

- --------------------------------------------------------------------------------
See Notes to Financial Statements. 5

Statement of Assets and Liabilities (Unaudited) PRUDENTIAL UTILITY FUND
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------

<S> <C>
Assets June 30, 1995
-------------
Investments, at value (cost $3,389,108,675)................................................................. $3,863,472,473
Foreign currency, at value (cost $1,123,853)................................................................ 1,134,751
Receivable for investments sold............................................................................. 32,772,843
Dividends and interest receivable........................................................................... 21,383,242
Receivable for Fund shares sold............................................................................. 1,859,918
Deferred expenses and other assets.......................................................................... 119,896
--------------
Total assets............................................................................................. 3,920,743,123
--------------
Liabilities
Payable for Fund shares reacquired.......................................................................... 6,843,701
Payable for investments purchased........................................................................... 4,982,359
Distribution fee payable.................................................................................... 2,262,724
Withholding taxes payable................................................................................... 1,434,362
Management fee payable...................................................................................... 1,327,445
Accrued expenses and other liabilities...................................................................... 844,405
--------------
Total liabilities........................................................................................ 17,694,996
--------------
Net Assets.................................................................................................. $3,903,048,127
==============
Net assets were comprised of:
Common stock, at par..................................................................................... $ 4,313,171
Paid-in capital in excess of par......................................................................... 3,207,303,998
--------------
3,211,617,169
Undistributed net investment income...................................................................... 215,988,811
Accumulated net realized gain on investment and foreign currency transactions............................ 1,003,964
Net unrealized appreciation on investments and foreign currencies........................................ 474,438,183
--------------
Net assets, June 30, 1995................................................................................... $3,903,048,127
==============
Class A:
Net asset value and redemption price per share
($1,565,099,954 / 172,911,685 shares of common stock issued and outstanding).......................... $9.05
Maximum sales charge (5.00% of offering price)........................................................... .48
-----
Maximum offering price to public......................................................................... $9.53
=====
Class B:
Net asset value, offering price and redemption price per share
($2,335,617,029 / 258,147,744 shares of common stock issued and outstanding).......................... $9.05
=====
Class C:
Net asset value, offering price and redemption price per share
($2,331,144 / 257,656 shares of common stock issued and outstanding).................................. $9.05
=====
</TABLE>

- --------------------------------------------------------------------------------
6 See Notes to Financial Statements.

<PAGE>

Left Column

PRUDENTIAL UTILITY FUND
Statement of Operations (Unaudited)
- ------------------------------------------------------------
- ------------------------------------------------------------

Six Months
Ended
Net Investment Income June 30, 1995
------------

Income
Dividends (net of foreign withholding taxes
of $2,917,313).......................... $ 71,169,923
Interest................................... 11,696,502
------------
Total income............................ 82,866,425
------------
Expenses
Distribution fee--Class A.................. 1,577,203
Distribution fee--Class B.................. 12,771,060
Distribution fee--Class C.................. 7,588
Management fee............................. 7,858,350
Transfer agent's fees and expenses......... 3,350,000
Reports to shareholders.................... 490,000
Custodian's fees and expenses.............. 412,000
Registration fees.......................... 74,000
Insurance.................................. 64,000
Legal fees................................. 35,000
Audit fee.................................. 31,000
Directors' fees............................ 22,000
Miscellaneous.............................. 19,493
------------
Total expenses.......................... 26,711,694
------------
Net investment income......................... 56,154,731
------------
Realized and Unrealized Gain on Investments
and Foreign Currency Transactions
Net realized gain on:
Investment transactions.................... 8,740,950
Foreign currency transactions.............. 147,139
------------
8,888,089
------------
Net change in unrealized appreciation on:
Investments................................ 339,103,010
Foreign currencies......................... 64,566
------------
339,167,576
------------
Net gain on investments and foreign
currencies................................. 348,055,665
------------
Net Increase in Net Assets Resulting from
Operations.................................... $404,210,396
============

Right Colummn

PRUDENTIAL UTILITY FUND
Statement of Changes in Net Assets (Unaudited)
- ------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>

Six Months
Increase (Decrease) Ended Year Ended
in Net Assets June 30, 1995 December 31, 1994
------------- -----------------
Operations
<S> <C> <C>
Net investment income... $ 56,154,731 $ 118,842,157
Net realized gain on
investments and
foreign currency
transactions......... 8,888,089 138,119,307
Net change in unrealized
appreciation of
investments and
foreign currencies... 339,167,576 (647,224,068)
--------------- -----------------
Net increase (decrease)
in net assets
resulting from
operations........... 404,210,396 (390,262,604)
--------------- -----------------
Net equalization debits.... (147,142,612) (57,041,187)
--------------- -----------------
Dividends and distributions
(Note 1)
Dividends to
shareholders from net
investment income
Class A.............. (26,078,048) (9,948,533)
Class B.............. (29,114,164) (105,699,604)
Class C.............. (22,939) (7,937)
--------------- -----------------
(55,215,151) (115,656,074)
--------------- -----------------
Distributions to
shareholders from net
realized gains
Class A.............. -- (10,711,271)
Class B.............. -- (150,769,531)
Class C.............. -- (22,563)
--------------- -----------------
-- (161,503,365)
--------------- -----------------
Distributions to
shareholders in
excess of net
realized gains
Class A.............. -- (501,648)
Class B.............. -- (7,061,091)
Class C.............. -- (1,057)
--------------- -----------------
-- (7,563,796)
--------------- -----------------
Fund share transactions (net of
share conversions) (Note 5)
Proceeds from shares
sold................. 173,773,134 467,562,860
Net asset value of
shares issued in
reinvestment of
dividends and
distributions........ 47,379,248 237,969,009
Cost of shares
reacquired........... (301,031,833) (1,284,670,198)
--------------- -----------------
Net decrease in net
assets from Fund
share transactions... (79,879,451) (579,138,329)
--------------- -----------------
Total increase
(decrease).............. 121,973,182 (1,311,165,355)
Net Assets
Beginning of period........ 3,781,074,945 5,092,240,300
--------------- -----------------
End of period.............. $ 3,903,048,127 $ 3,781,074,945
=============== ===============
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements. 7

<PAGE>

Notes to Financial Statements (Unaudited) PRUDENTIAL UTILITY FUND
- --------------------------------------------------------------------------------

Left Column

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. Utility companies include electric, gas, gas pipeline, telephone,
telecommunications, water and cable 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 Policies

The following is a summary of significant accounting policies 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.

Right Column

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 represent 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 or depreciation 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 foreign 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.

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

- --------------------------------------------------------------------------------
8

<PAGE>

Notes to Financial Statements (Unaudited) PRUDENTIAL UTILITY FUND
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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 the American Institute of
Certified Public Accountants' 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 $147,139
and decrease accumulated net realized gain on investments and foreign currency
transactions by $147,139 for realized foreign currency gains realized during the
six months ended June 30, 1995. 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

Right Column

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 with Prudential Securities Incorporated (``PSI''), which acts as
distributor of the Class B and Class C shares of the Fund (collectively, the
``Distributors''). The Fund compensates the Distributors for distributing and
servicing the Fund's Class A, Class B and Class C shares, pursuant to plans of
distribution (the ``Class A, B and C Plans''), regardless of expenses actually
incurred by them. The distribution fees are accrued daily and payable monthly.

Pursuant to the Class A, B and C Plans, the Fund compensates the Distributors
for distribution-related activities at an annual rate of up to .30 of 1%, 1% and
1% of the average daily net assets of the Class A, B and C shares, respectively.
Such expenses under the Plans were .25 of 1%, 1% and 1% of the average daily net
assets of the Class A, B and C shares, respectively, for the six months ended
June 30, 1995.

PMFD has advised the Fund that it has received approximately $350,600 in
front-end sales charges resulting from sales of Class A shares during the six
months ended June 30, 1995. 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.

PSI advised the Fund that for the six months ended June 30, 1995, it received
approximately $3,679,900 in contingent deferred sales charges imposed upon
redemptions by certain Class B and Class C shareholders.

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 Transactions With Affiliates

Prudential Mutual Fund Services, Inc. (``PMFS''), a wholly-owned subsidiary of
PMF, serves as the Fund's transfer agent. During the six months ended June 30,
1995, the Fund incurred fees of approximately $2,609,000 for the services of
PMFS. As of June 30, 1995, approximately $430,000 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, 1995, PSI earned approximately $71,700 in
brokerage commissions from portfolio transactions executed on behalf of the
Fund.

- --------------------------------------------------------------------------------
9

<PAGE>

Left Column

- ------------------------------------------------------------
Note 4. Portfolio Securities

Purchases and sales of investment securities, other than short-term investments,
for the six months ended June 30, 1995, were $280,062,528 and $471,745,445,
respectively.

The federal income tax basis of the Fund's investments at June 30, 1995 was
$3,391,100,389 and, accordingly, net unrealized appreciation for federal income
tax purposes was $472,372,084 (gross unrealized appreciation--$599,420,626;
gross unrealized depreciation--$127,048,542).

The Fund elected to treat approximately $6,919,000 of net capital losses and
approximately $11,800 of net currency losses incurred during the two month
period ended December 31, 1994 as having incurred in the current fiscal year.

- ------------------------------------------------------------
Note 5. Capital

The Fund currently offers Class A, Class B and Class C shares. Class A shares
are sold with a front-end sales charge of up to 5%. 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. Class C shares are sold with a
contingent deferred sales charge of 1% during the first year. Class B shares
automatically convert to Class A shares on a quarterly basis approximately seven
years after purchase.

There are 2 billion shares of $.01 par value per share common stock authorized
which consists of 566,666,666 shares of Class A common stock, 866,666,667 shares
of Class B common stock and 566,666,667 shares of Class C common stock.
Transactions in shares of common stock for the six months ended June 30, 1995
and the fiscal year ended December 31, 1994 were as follows:

Right Column

Class A Shares Amount
- -------------------------------- ------------ ---------------
Six months ended June 30, 1995:
Shares sold..................... 6,406,938 $ 55,399,687
Shares issued in reinvestment of
dividends..................... 2,704,786 23,508,065
Shares reacquired............... (17,925,924) (156,117,155)
------------ ---------------
Net decrease in shares
outstanding before
conversion.................... (8,814,200) (77,209,403)
Shares issued upon conversion
from Class B.................. 151,039,194 1,293,950,381
------------ ---------------
Net increase in shares
outstanding................... 142,224,994 $ 1,216,740,978
=========== ===============
Year ended December 31, 1994:
Shares sold..................... 9,835,226 $ 90,667,332
Shares issued in reinvestment of
dividends and distributions... 2,285,997 19,666,231
Shares reacquired............... (16,079,665) (148,287,334)
------------ ---------------
Net decrease in shares
outstanding................... (3,958,442) $ (37,953,771)
=========== ===============
Class B
- -------
Six months ended June 30, 1995:
Shares sold..................... 15,112,710 $ 116,864,878
Shares issued in reinvestment of
dividends..................... 3,045,895 23,851,027
Shares reacquired............... (35,734,803) (144,789,362)
------------ ---------------
Net decrease in shares
outstanding before
conversion.................... (17,576,198) (4,073,457)
Shares reacquired upon
conversion into Class A....... (151,389,263) (1,293,950,381)
------------ ---------------
Net decrease in shares
outstanding................... (168,965,461) $(1,298,023,838)
=========== ===============
Year ended December 31, 1994:
Shares sold..................... 44,735,679 $ 376,053,154
Shares issued in reinvestment of
dividends and distributions... 28,031,504 218,274,190
Shares reacquired............... (136,533,323) (1,136,361,083)
------------ ---------------
Net decrease in shares
outstanding................... (63,766,140) $ (542,033,739)
=========== ===============

- --------------------------------------------------------------------------------
10

<PAGE>

Class C Shares Amount
- -------------------------------- ------------ ---------------
Six months ended June 30, 1995:
Shares sold..................... 174,590 $ 1,508,569
Shares issued in reinvestment of
dividends..................... 2,299 20,156
Shares reacquired............... (14,523) (125,316)
------------ ---------------
Net increase in shares
outstanding................... 162,366 $ 1,403,409
============ ===============
August 1, 1994* through
December 31, 1994:
Shares sold..................... 94,343 $ 842,374
Shares issued in reinvestment of
dividends and distributions... 3,437 28,588
Shares reacquired............... (2,490) (21,781)
------------ ---------------
Net increase in shares
outstanding................... 95,290 $ 849,181
============ ===============

- ---------------
* Commencement of offering of Class C shares.

- ------------------------------------------------------------
Note 6. Contingency

On October 12, 1993, a lawsuit 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. On July 31, 1995, the District Court issued a Preliminary
Order approving the terms of a proposed settlement of this action. As part of
the settlement, the Fund will agree not to increase management fee rates and
Class B distribution fee rates for a period of two years. A hearing on the
proposed settlement is scheduled to take place on October 5, 1995.

- --------------------------------------------------------------------------------
11

- ------------
These financial statements are unaudited and reflect all adjustments (consisting
only of normal recurring adjustments) which are, in the opinion of management,
necessary for a fair presentation of the results for the interim period
presented.

Financial Highlights (Unaudited) PRUDENTIAL UTILITY FUND
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------

<CAPTION>
Class A
------------------------------------------------------------------------
January 22,
Six Months 1990(b)
Ended Year Ended December 31, Through
June 30, --------------------------------------- December 31,
1995 1994 1993 1992 1991 1990
----------- ------ ------ ------ ------ ------------
<S> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period.......... $ 8.27 $ 9.72 $ 8.97 $ 8.72 $ 7.63 $ 8.65
------ ------ ------ ------ ------ --------
Income from investment operations
Net investment income......................... .16 .31 .33 .38 .39 .36
Net realized and unrealized gains (losses) on
investment and foreign currency
transactions................................ .77 (1.06) 1.12 .45 1.10 (.38)
------ ------ ------ ------ ------ --------
Total from investment operations............ .93 (.75) 1.45 .83 1.49 (.02)
------ ------ ------ ------ ------ --------
Less distributions
Dividends from net investment income.......... (.15) (.32) (.29) (.34) (.39) (.40)
Distributions from net realized gains......... -- (.36) (.41) (.24) (.01) (.60)
Distributions in excess of net realized
gains....................................... -- (.02) -- -- -- --
------ ------ ------ ------ ------ --------
Total distributions......................... (.15) (.70) (.70) (.58) (.40) (1.00)
------ ------ ------ ------ ------ --------
Net asset value, end of period................ $ 9.05 $ 8.27 $ 9.72 $ 8.97 $ 8.72 $ 7.63
====== ====== ====== ====== ====== ========
TOTAL RETURN(c)............................... 11.33% (7.89)% 16.28% 9.88% 19.95% (0.11)%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000,000)........... $1,565 $254 $337 $201 $111 $73
Average net assets (000,000).................. $1,272 $294 $287 $149 $85 $51
Ratios to average net assets:
Expenses, including distribution fees....... .90%(a) .88% .80% .81% .87% .97%(a)
Expenses, excluding distribution fees....... .65%(a) .63% .60% .61% .67% .77%(a)
Net investment income....................... 3.44%(a) 3.37% 3.16% 4.14% 4.69% 4.78%(a)
Portfolio turnover rate....................... 8% 15% 24% 24% 38% 53%

<FN>
- ---------------
(a) Annualized.
(b) Commencement of offering of Class A shares.
(c) 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.
</FN>
</TABLE>

- --------------------------------------------------------------------------------
12 See Notes to Financial Statements.

<CAPTION>
Class C
------------------------------------------------------------------ -----------
Six Months Six Months
Ended Year Ended December 31, Ended
June 30, -------------------------------------------------- June 30,
1995 1994 1993 1992 1991 1990 1995
> <C> <C> <C> <C> <C> <C> <C>
----------- ------ ------ ------ ------ ------ -----------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period.......... $ 8.26 $ 9.69 $ 8.96 $ 8.71 $7.638 $ 9.17 $ 8.26
------ ------ ------ ------ ------ ------ --------
Income from investment operations:
Net investment income......................... .12 .24 .24 .31 .32 .31 .12
Net realized and unrealized gains (losses) on
investment and foreign currency
transactions................................ .78 (1.05) 1.12 .46 1.10 (.91) .78
------ ------ ------ ------ ------ ------ --------
Total from investment operations............ .90 (.81) 1.36 .77 1.42 (.60) .90
------ ------ ------ ------ ------ ------ --------
Less distributions:
Dividends from net investment income.......... (.11) (.24) (.22) (.28) (.33) (.34) (.11)
Distributions from net realized gains......... -- (.36) (.41) (.24) (.01) (.60) --
Distributions in excess of net realized
gains....................................... -- (.02) -- -- -- -- --
------ ------ ------ ------ ------ ------ --------
Total distributions......................... (.11) (.62) (.63) (.52) (.34) (.94) (.11)
------ ------ ------ ------ ------ ------ --------
Net asset value, end of period................ $ 9.05 $ 8.26 $ 9.69 $ 8.96 $ 8.71 $ 7.63 $ 9.05
====== ====== ====== ====== ====== ====== ========
TOTAL RETURN(c)............................... 10.96% (8.51)% 15.27% 9.02% 19.01% (6.48)% 10.96%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000,000)........... $2,336 $3,526 $4,756 $3,438 $2,818 $2,395 $2,331(d)
Average net assets (000,000).................. $2,575 $4,152 $4,308 $3,027 $2,529 $2,315 $1,530(d)
Ratios to average net assets:
Expenses, including distribution fees....... 1.65%(a) 1.63% 1.60% 1.61% 1.67% 1.73% 1.65%(a)
Expenses, excluding distribution fees....... .65%(a) .63% .60% .61% .67% .74% .65%(a)
Net investment income....................... 2.69%(a) 2.62% 2.36% 3.34% 3.89% 3.94% 2.69%(a)
Portfolio turnover rate....................... 8% 15% 24% 24% 38% 53% 8%

<FN>

- ---------------
(a) Annualized.
(b) Commencement of offering of Class C shares.
(c) 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.
(d) Figures are rounded to the nearest thousand.
</FN>
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements. 13

<PAGE>
Prudential Utility Fund, Inc.

- --------------------------------------------------------------------------------

Prospectus dated March 1, 1995

- --------------------------------------------------------------------------------

Prudential Utility Fund, Inc. (the Fund) is an open-end, diversified 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. Utility companies include electric, gas, gas pipeline,
telephone, telecommunications, water and cable companies. In normal
circumstances, the Fund intends to invest at least 80% of its assets in such
securities. The Fund may also purchase and sell certain derivatives, including
options on equity securities and stock index options, futures contracts and
options thereon, forward foreign currency exchange contracts, and options on
foreign currencies pursuant to limits described herein. There can be no
assurance that the Fund's investment objective will be achieved. See "How the
Fund Invests-Investment Objective and Policies." The Fund's address is One
Seaport Plaza, New York, New York 10292, and its telephone number is (800)
225-1852.

- --------------------------------------------------------------------------------

Investors are advised to read this Prospectus and retain it for future
reference.

- --------------------------------------------------------------------------------

<PAGE>

- --------------------------------------------------------------------------------

FUND HIGHLIGHTS

- --------------------------------------------------------------------------------

The following summary is intended to highlight certain information contained
in this Prospectus and is qualified in its entirety by the more detailed
information appearing elsewhere herein.

- --------------------------------------------------------------------------------

What is Prudential Utility Fund, Inc.?

Prudential Utility Fund, Inc. is a mutual fund. A mutual fund pools the
resources of investors by selling its shares to the public and investing the
proceeds of such sale in a portfolio of securities designed to achieve its
investment objective. Technically, the Fund is an open-end, diversified
management investment company.

What is the Fund's Investment Objective?

The Fund's investment objective is to seek high current income and moderate
capital appreciation. It seeks to achieve this objective by investing primarily
in equity and debt securities of utility companies. Utility companies include
electric, gas, gas pipeline, telephone, telecommunications, water and cable
companies. There can be no assurance that the Fund's objective will be achieved.
See "How the Fund Invests-Investment Objective and Policies" at page 8.

Risk Factors and Special Characteristics

The Fund may invest up to 30% of its total assets in foreign securities.
Investing in securities of foreign companies and countries involves certain
considerations and risks not typically associated with investing in securities
of domestic companies. See "How the Fund Invests-Investment Objective and
Policies-Foreign Securities" at page 8.

In addition, the Fund may engage in various hedging and income enhancement
strategies, including purchasing and selling options on equity securities, stock
index options, futures contracts and options thereon, forward foreign currency
exchange contracts, and options on foreign currencies pursuant to limits
described herein. These activities may be considered speculative and may result
in higher risks and costs to the Fund. See "How the Fund Invests-Hedging and
Income Enhancement Strategies-Risks of Hedging and Income Enhancement
Strategies" at page 13.

Who Manages the Fund?

Prudential Mutual Fund Management, Inc. (PMF or the Manager) is the Manager
of the Fund and is currently compensated for its services at an annual rate of
.60 of 1% of the Fund's average daily net assets up to and including $250
million, .50 of 1% of the next $500 million, .45 of 1% of the next $750 million,
.40 of 1% of the next $500 million, .35 of 1% of the next $2 billion, .325 of 1%
of the next $2 billion and .30 of 1% of the excess over $6 billion of the Fund's
average daily net assets. As of January 31, 1995, PMF served as manager or
administrator to 69 investment companies, including 39 mutual funds, with
aggregate assets of approximately $45 billion. The Prudential Investment
Corporation (PIC or the Subadviser) furnishes investment advisory services in
connection with the management of the Fund under a Subadvisory Agreement with
PMF. See "How the Fund is Managed-Manager" at page 14.

Who Distributes the Fund's Shares?

Prudential Mutual Fund Distributors, Inc. (PMFD) acts as the Distributor of
the Fund's Class A shares and is paid an annual distribution and service fee
which is currently being charged at the rate of .25 of 1% of the average daily
net assets of the Class A shares.

Prudential Securities Incorporated (Prudential Securities or PSI), a major
securities underwriter and securities and commodities broker, acts as the
Distributor of the Fund's Class B and Class C shares and is paid an annual
distribution and service fee at the rate of 1% of the average daily net assets
of each of the Class B and Class C shares.

See "How the Fund is Managed-Distributor" at page 15.

- --------------------------------------------------------------------------------

2
<PAGE>

- --------------------------------------------------------------------------------

What is the Minimum Investment?

The minimum initial investment for Class A and Class B shares is $1,000 per
class and $5,000 for Class C shares. The minimum subsequent investment is $100
for all classes. There is no minimum investment requirement for certain
retirement and employee savings plans or custodial accounts for the benefit of
minors. For purchases made through the Automatic Savings Accumulation Plan, the
minimum initial and subsequent investment is $50. See "Shareholder Guide-How to
Buy Shares of the Fund" at page 21 and "Shareholder Guide-Shareholder Services"
at page 30.

How Do I Purchase Shares?

You may purchase shares of the Fund through Prudential Securities, Pruco
Securities Corporation (Prusec) or directly from the Fund, through its transfer
agent, Prudential Mutual Fund Services, Inc. (PMFS or the Transfer Agent) at the
net asset value per share (NAV) next determined after receipt of your purchase
order by the Transfer Agent or Prudential Securities plus a sales charge which
may be imposed either (i) at the time of purchase (Class A shares) or (ii) on a
deferred basis (Class B or Class C shares). See "How the Fund Values its Shares"
at page 18 and "Shareholder Guide-How to Buy Shares of the Fund" at page 21.

What Are My Purchase Alternatives?

The Fund offers three classes of shares:

*Class A Shares: Sold with an initial sales charge of up to 5% of the
offering price.

* Class B Shares: Sold without an initial sales charge but are subject to a
contingent deferred sales charge or CDSC (declining from
5% to zero of the lower of the amount invested or the
redemption proceeds) which will be imposed on certain
redemptions made within six years of purchase. Although
Class B shares are subject to higher ongoing
distribution-related expenses than Class A shares, Class B
shares will automatically convert to Class A shares (which
are subject to lower ongoing distribution-related
expenses) approximately seven years after purchase.

* Class C Shares: Sold without an initial sales charge and, for one year
after purchase, are subject to a 1% CDSC on redemptions.
Like Class B shares, Class C shares are subject to higher
ongoing distribution-related expenses than Class A shares
but do not convert to another class.

See "Shareholder Guide-Alternative Purchase Plan" at page 22.

How Do I Sell My Shares?

You may redeem your shares at any time at the NAV next determined after
Prudential Securities or the Transfer Agent receives your sell order. However,
the proceeds from redemptions of Class B and Class C shares may be subject to a
CDSC. See "Shareholder Guide-How to Sell Your Shares" at page 25.

How Are Dividends and Distributions Paid?

The Fund expects to pay dividends of net investment income, if any,
quarterly and make distributions of any net capital gains at least annually.
Dividends and distributions will be automatically reinvested in additional
shares of the Fund at NAV without a sales charge unless you request that they be
paid to you in cash. See "Taxes, Dividends and Distributions" at page 19.

- --------------------------------------------------------------------------------

3
<PAGE>

FUND EXPENSES

Shareholder Transaction Expenses(D) Class A Shares Class B Shares Class C Shares
-------------- -------------- --------------
<S> <C> <C> <C>
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) ........... 5% None None

Maximum Sales Load or Deferred Sales Load
Imposed on Reinvested Dividends ............... None None None

Deferred Sales Load (as a percentage of original
purchase price or redemption proceeds,
whichever is lower) ........................... None 5% during the first year, decreas- 1% on
ing by 1% annually to 1% in the redemptions
fifth and sixth years and 0% the made within
seventh year* one year of
purchase

Redemption Fees ................................. None None None

Exchange Fees ................................... None None None

Annual Fund Operating Expenses
(as a percentage of average net assets) Class A Shares Class B Shares Class C Shares**
-------------- -------------- --------------
Management Fees ................................. .40% .40% .40%
12b-1 Fees ...................................... .25(D)(D) 1.00% 1.00%
Other Expenses .................................. .23 .23% .23%
---- ----- -----
Total Fund Operating Expenses ................... .88% 1.63% 1.63%
---- ----- -----
---- ----- -----

</TABLE>

Example 1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
You would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return and (2) redemption at the end of
each time period:
<S> <C> <C> <C> <C>

Class A ....................................................... $59 $77 $96 $153
Class B ....................................................... $67 $81 $99 $164
Class C** ..................................................... $27 $51 $89 $193

You would pay the following expenses on the same investment,
assuming no redemption:
Class A ....................................................... $59 $77 $96 $153
Class B ....................................................... $17 $51 $89 $164
Class C** ..................................................... $17 $51 $89 $193

</TABLE>

The above example with respect to Class C shares is based on restated data for
the Fund's fiscal year ended December 31, 1994. The above example with respect
to Class A and Class B shares is based on actual data for the Fund's fiscal year
ended December 31, 1994. The example should not be considered a representation
of past or future expenses. Actual expenses may be greater or less than those
shown. The purpose of this table is to assist investors in understanding the
various costs and expenses that an investor in the Fund will bear, whether
directly or indirectly. For more complete descriptions of the various costs and
expenses, see "How the Fund is Managed." "Other Expenses" includes operating
expenses of the Fund, such as directors' and professional fees, registration
fees, reports to shareholders and transfer agency and custodian fees.

- --------------------------------------------------------------------------------
* Class B shares will automatically convert to Class A shares approximately
seven years after purchase. See "Shareholder Guide-Conversion Feature-
Class B Shares."

** Estimated based on expenses expected to have been incurred if Class C
shares had been in existence during the entire fiscal year ended December
31, 1994.

(D) Pursuant to rules of the National Association of Securities Dealers,
Inc., the aggregate initial sales charges, deferred sales charges and
asset-based sales charges on shares of the Fund may not exceed 6.25% of
total gross sales, subject to certain exclusions. This 6.25% limitation
is imposed on each class of the Fund rather than on a per shareholder
basis. Therefore, long-term shareholders of the Fund may pay more in
total sales charges than the economic equivalent of 6.25% of such
shareholders' investment in such shares. See "How the Fund is Managed-
Distributor."

(D)(D) Although the Class A Distribution and Service Plan provides that the Fund
may pay a distribution fee of up to .30 of 1% per annum of the average
daily net assets of the Class A shares, the Distributor has agreed to
limit its distribution fees with respect to Class A shares of the Fund to
no more than .25 of 1% of the average daily net assets of the Class A
shares for the fiscal year ending December 31, 1995. Total Fund Operating
Expenses of Class A shares without such limitation would be .93%.
See "How the Fund Is Managed-Distributor."
- --------------------------------------------------------------------------------

4
<PAGE>

- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS
(for a share outstanding throughout each of the indicated periods)
(Class A Shares)

- --------------------------------------------------------------------------------

The following financial highlights have been audited by Price Waterhouse
LLP, independent accountants, whose report thereon was unqualified. This
information should be read in conjunction with the financial statements and the
notes thereto, which appear in the Statement of Additional Information. The
following financial highlights contain selected data for a Class A share of
common stock outstanding, total return, ratios to average net assets and other
supplemental data for each of the periods indicated. The information is based on
data contained in the financial statements.

Class A
----------------------------------------------
January 22,
1990(D)(D)
Year ended December 31, through
------------------------------- December 31,
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
PER SHARE OPERATING PERFORMANCE:
<S> <C> <C> <C> <C> <C>

Net asset value, beginning of period ..... $ 9.72 $ 8.97 $ 8.72 $ 7.63 $ 8.65
------ ------ ------ ------ ------
Income from investment operations
Net investment income .31 .33 .38 .39 .36

Net realized and unrealized gains (losses)
on investment and foreign currency
transactions (1.06) 1.12 .45 1.10 (.38)
------ ------ ------ ------ ------

Total from investment operations (.75) 1.45 .83 1.49 (.02)
------ ------ ------ ------ ------

Less distributions
Dividends from net investment income (.32) (.29) (.34) (.39) (.40)

Distributions from net realized gains (.36) (.41) (.24) (.01) (.60)

Distributions in excess of net realized
gains (.02) - - - -
------ ------ ------ ------ ------

Total distributions (.70) (.70) (.58) (.40) (1.00)
------ ------ ------ ------ ------

Net asset value, end of period $ 8.27 $ 9.72 $ 8.97 $ 8.72 $ 7.63
====== ====== ====== ====== ======

TOTAL RETURN(D)(D)(D) (7.89)% 16.28% 9.88% 19.95% (0.11)%

RATIOS/SUPPLEMENTAL DATA:

Net assets, end of period (000,000) $254 $337 $201 $111 $73
Ratios to average net assets:

Expenses, including distribution fees .88% .80% .81% .87% .97%(D)

Expenses, excluding distribution fees .63% .60% .61% .67% .77%(D)

Net investment income 3.37% 3.16% 4.14% 4.69% 4.78%(D)

Portfolio turnover rate 15% 24% 24% 38% 53%

</TABLE>

- --------------------------------------------------------------------------------
(D) Annualized.

(D)(D) Commencement of offering of Class A shares.

(D)(D)(D) 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 returns for periods
of less than one full year are not annualized.

- --------------------------------------------------------------------------------

5
<PAGE>

- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS
(for a share outstanding throughout each of the indicated years)
(Class B Shares)

- --------------------------------------------------------------------------------

The following financial highlights for the five years ended December 31, 1994
have been audited by Price Waterhouse LLP, independent accountants, whose report
thereon was unqualified. This information should be read in conjunction with the
financial statements and the notes thereto, which appear in the Statement of
Additional Information. The following financial highlights contain selected data
for a share of Class B common stock outstanding, total return, ratios to average
net assets and other supplemental data for each of the years indicated. The
information is based on data contained in the financial statements.

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

Class B
----------------------------------------------------------------------------------------
Year Ended December 31,
----------------------------------------------------------------------------------------
1994 1993 1992 1991 1990 1989* 1988(a) 1987 1986 1985
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year $ 9.69 $ 8.96 $ 8.71 $ 7.63 $ 9.17 $ 7.31 $ 6.29 $ 7.39 $ 6.44 $ 5.62
Income from investment operations
Net investment income ............. .24 .24 .31 .32 .31 .36 .33 .33 .32 .53
Net realized and unrealized gains
(losses) on investment and
foreign currency transactions ... (1.05) 1.12 .46 1.10 (.91) 2.30 1.07 (.93) 1.69 1.16
Total from investment operations .. (.81) 1.36 .77 1.42 (.60) 2.66 1.40 (.60) 2.01 1.69

Less distributions
Dividends from net investment
income .......................... (.24) (.22) (.28) (.33) (.34) (.36) (.33) (.33) (.29) (.43)
Distributions from net
realized gains .................. (.36) (.41) (.24) (.01) (.60) (.44) (.05)(D)(D) (.17) (.77) (.44)
Distributions in excess of net
realized gains .................. (.02) - - - - - - - - -
Total distributions ............... (.62) (.63) (.52) (.34) (.94) (.80) (.38) (.50) (1.06) (.87)
Net asset value, end of year ......$ 8.26 $ 9.69 $ 8.96 $ 8.71 $ 7.63 $ 9.17 $ 7.31 $ 6.29 $ 7.39 $ 6.44

TOTAL RETURN(D) ................... (8.51)% 15.27% 9.02% 19.01% (6.48)% 37.17% 22.74% (8.65)% 32.52% 33.30%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000,000) . $3,526 $4,756 $3,438 $2,818 $2,395 $2,306 $1,584 $1,390 $1,521 $ 339
Ratios to average net assets:
Expenses, including taxes (b) ..... 1.63% 1.60% 1.61% 1.67% 1.73% 1.46% 1.56% 1.53% 1.42% 1.13%
Expenses, excluding taxes and
interest (b) .................... 1.63% 1.60% 1.61% 1.67% 1.73% 1.46% 1.56% 1.63% 1.42% 1.13%
Expenses, excluding distribution
fees and taxes (b) .............. .63% .60% .61% .67% .74% .73% .76% .80% .74% .93%
Net investment income ............. 2.62% 2.36% 3.34% 3.89% 3.94% 4.19% 4.44% 4.69% 4.41% 6.70%
Portfolio turnover rate ........... 15% 24% 24% 38% 53% 75% 66% 65% 49% 39%
</TABLE>

- -----------

* Based on average month-end shares outstanding.

(D) 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 year reported and includes reinvestment of
dividends and distributions.
(D)(D) Full amount of 1988 distribution represents a distribution from paid-in
capital.

(a) Prudential Mutual Fund Management, Inc. succeeded Prudential Securities
Incorporated as manager of the Fund May 2, 1988.

(b) Because of the adoption of a plan of distribution effective on July 1,
1985 and an amended and restated plan of distribution effective January
22, 1990, and the changes noted in footnote (a), historical expenses and
ratios of expenses to average net assets are not necessarily indicative
of future expenses and related ratios. See "How the Fund is
Managed-Distributor."
- --------------------------------------------------------------------------------

6
<PAGE>

- --------------------------------------------------------------------------------

FINANCIAL HIGHLIGHTS
(for a share outstanding throughout the indicated periods)
(Class C Shares)

- --------------------------------------------------------------------------------

The following financial highlights have been audited by Price Waterhouse
LLP, independent accountants, whose report thereon was unqualified. This
information should be read in conjunction with the financial statements and the
notes thereto, which appear in the Statement of Additional Information. The
following financial highlights contain selected data for a share of Class C
common stock outstanding, total return, ratios to average net assets and other
supplemental data for the period indicated. The information is based on data
contained in the financial statements.

- --------------------------------------------------------------------------------

Class C
-----------------
August 1, 1994*
through
December 31, 1994
-----------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period .......................... $ 9.30
------
Income from investment operations
Net investment income ......................................... .11
Net realized and unrealized losses on investment and
foreign currency transactions ............................... (69)
------
Total from investment operations .............................. (.58)
------
Less distributions
Dividends from net investment income .......................... (.13)
Distributions from net realized gains ......................... (.31)
Distributions in excess of net realized gains ................. (.02)
Total distributions ........................................... (.46)
Net asset value, end of period ................................ $ 8.26
======

TOTAL RETURN(D): .............................................. (6.27)%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000) ............................... $787
Ratios to average net assets:(D)(D)
Expenses, including distribution fees ......................... 1.70%**
Expenses, excluding distribution fees ......................... .70%**
Net investment income ......................................... 2.65%**
Portfolio turnover rate ....................................... 15%

- ------------
* Commencement of offering of Class C shares.
** Annualized.
(D) 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 the period reported and includes reinvestment of
dividends and distributions. Total returns for periods of less than one
full year are not annualized.
(D)(D) Since the Fund did not commence a public offering of Class C shares until
August 1, 1994, historical expenses and ratios of expenses to average net
assets of Class A and Class B shares and are not necessarily indicative
of future expenses and related ratios of Class C shares.

- --------------------------------------------------------------------------------

7
<PAGE>

- --------------------------------------------------------------------------------

HOW THE FUND INVESTS

- --------------------------------------------------------------------------------

INVESTMENT OBJECTIVE AND POLICIES

The Fund's investment objective is to seek high current income and moderate
capital appreciation through investment in equity and debt securities of utility
companies. Utility companies include electric, gas, gas pipeline, telephone,
telecommunications, water and cable companies. In normal circumstances, the Fund
intends to invest at least 80% of its assets in such securities. There can be no
assurance that such objective will be achieved. It is anticipated that the Fund
will invest primarily in common stocks of utility companies that the investment
adviser believes have the potential for high expected return; however, the Fund
may invest primarily in preferred stocks and debt securities of utility
companies when it appears that the Fund will be better able to achieve its
investment objective through investments in such securities, or when the Fund is
temporarily in a defensive position. The remaining 20% of its assets may be
invested in other securities, including stocks, debt obligations and money
market instruments, as well as certain derivative instruments. Moreover, should
extraordinary conditions affecting such sectors or securities markets as a whole
warrant, the Fund may temporarily be primarily invested in money market
instruments.

The Fund's investment objective is a fundamental policy and, therefore, may
not be changed without the approval of the holders of a majority of the Fund's
outstanding voting securities, as defined in the Investment Company Act of 1940,
as amended (the Investment Company Act). Fund policies that are not fundamental
may be modified by the Board of Directors.

The Fund may invest in debt securities of utility companies when the Fund is
temporarily in a defensive position or when it appears that the Fund will be
better able to achieve its investment objective through investment in such
securities. The Fund may invest its net assets in debt securities rated
investment grade by a nationally recognized statistical rating organization
(NRSRO), such as Standard & Poor's Ratings Group (S&P) or Moody's Investors
Service (Moody's) or, if unrated, determined by the investment adviser to be of
comparable quality. The term "investment grade" refers to securities rated
within the four highest quality grades by S&P, Moody's or another NRSRO.
Securities rated Baa by Moody's or BBB by S&P, although considered to be
investment grade, lack outstanding investment characteristics and, in fact, have
speculative characteristics. Lower rated securities are subject to greater risk
of loss of principal and interest. Debt securities may be subject to price
volatility due to such factors as interest rate sensitivity, market perception
of the creditworthiness of the issuer and general market liquidity (market
risk).

The Fund may invest up to 30% of its total assets in securities of foreign
issuers, which may involve additional risks. See "Foreign Securities" below. The
Fund may also invest in American Depositary Receipts, which are receipts issued
by an American bank or trust company evidencing ownership of underlying
securities issued by a foreign issuer. American Depositary Receipts are not
considered foreign securities for purposes of the 30% limitation.

As a result of the Fund's concentration of its investments, it is subject to
risks associated with the utility industry. Among these are inflationary and
other cost increases in fuel and other operating expenses, high interest costs
on borrowings needed for capital construction programs, including compliance
with environmental regulations, and changes in the regulatory climate.

The Fund anticipates that, due to short-term trading and the use of options,
its portfolio turnover rate may exceed 100%, although the rate is not expected
to exceed 200%. See "Investment Objective and Policies-Portfolio Turnover" in
the Statement of Additional Information.

Foreign Securities

The Fund may invest up to 30% of its total assets in foreign securities. In
many instances, foreign debt securities may provide higher yields but may be
subject to greater fluctuations in price than securities of domestic issuers
which have similar maturities and quality. Under certain market conditions these
investments may be less liquid than the securities of U.S. corporations and are
certainly less liquid than securities issued or guaranteed by the U.S.
Government, its instrumentalities or agencies.

Foreign securities involve certain risks which should be considered
carefully by an investor in the Fund. These risks include exchange rate
fluctuations, political, social or economic instability of the country of issue,
diplomatic

8
<PAGE>

developments which could affect the assets of the Fund held in foreign
countries, and the possible imposition of exchange controls, withholding taxes
on dividends or interest payments, confiscatory taxes or expropriation. There
may be less government supervision and regulation of foreign securities
exchanges, brokers and listed companies than exists in the United States,
foreign brokerage commissions and custody fees are generally higher than those
in the United States, and foreign security settlements will in some instances be
subject to delays and related administrative uncertainties. The Fund will
probably have greater difficulty in obtaining or enforcing a court judgment
abroad than it would have doing so within the United States. Less information
may be publicly available about a foreign company than about a domestic company,
and foreign companies may not be subject to uniform accounting, auditing and
financial reporting standards comparable to those applicable to domestic
companies. In addition, foreign securities markets have substantially less
volume than the New York Stock Exchange and securities of some foreign companies
are less liquid and more volatile than securities of comparable U.S. companies.

Although the foreign companies in which the Fund may invest will be
providing products and services substantially similar to domestic companies in
which the Fund has and may invest, the utility companies of many major
countries, such as the United Kingdom, Spain and Mexico, have only recently
substantially increased investor ownership (including ownership by U.S.
investors) and, as a result, have only recently become subject to adversarial
rate-making procedures. In addition, certain foreign utilities are experiencing
demand growth at rates greater than economic expansion in their countries or
regions. These factors as well as those associated with foreign issuers
generally may affect the future values of foreign securities held by the Fund.

HEDGING AND INCOME ENHANCEMENT STRATEGlES

The Fund may also engage in various portfolio strategies, including
purchasing and selling derivatives, to reduce certain risks of its investments
and to attempt to enhance return. These strategies include (1) the purchase and
writing (i.e., sale) of put and call options on equity securities and on stock
indices, (2) the purchase and sale of listed stock and bond index futures and
options thereon and (3) the purchase and sale of options on foreign currencies
and futures contracts on foreign currencies and options thereon. The Fund may
engage in these transactions on U.S. or foreign securities exchanges or, in the
case of equity and stock index options, in the over-the-counter market. The Fund
may also purchase and sell forward foreign currency exchange contracts. The
Fund's ability to use these strategies may be limited by market conditions,
regulatory limits and tax considerations and there can be no assurance that any
of these strategies will succeed. New financial products and risk management
techniques continue to be developed and the Fund may use these new investments
and techniques to the extent they are consistent with its investment objective
and policies. See "Investment Objective and Policies" in the Statement of
Additional Information.

Options Transactions

Options on Equity Securities. The Fund may purchase and write (i.e., sell)
put and call options on equity securities that are traded on securities
exchanges, on NASDAQ (NASDAQ options) or in the over-the-counter market (OTC).

A call option is a short-term contract which gives the purchaser, in return
for a premium paid, the right to buy the security subject to the option at a
specified exercise price at any time during the term of the option. The writer
of the call option, in return for the premium, has the obligation, upon exercise
of the option, to deliver, depending on the terms of the option contract, the
underlying securities to the purchaser upon receipt of the exercise price. When
the Fund writes a call option, the Fund gives up the potential for gain on the
underlying securities in excess of the exercise price of the option during the
period that the option is open.

A put option gives the purchaser, in return for a premium, the right, for a
specified period of time, to sell the securities subject to the option to the
writer of the put at the specified exercise price. The writer of the put, in
return for the premium, has the obligation, upon exercise of the option, to
acquire the securities underlying the option at the exercise price. The Fund as
the writer of a put option might, therefore, be obligated to purchase underlying
securities for more than their current market price.

9
<PAGE>

The Fund will write only "covered" call options. A call option on debt or
equity securities written by the Fund is "covered" if the Fund owns the security
underlying the option or has an absolute and immediate right to acquire that
security without additional cash consideration (or for additional cash
consideration held in a segregated account by its Custodian) upon conversion or
exchange of other securities held in its portfolio. A call option is also
covered if the Fund holds, on a share-for-share basis, a call on the same
security as the call written by the Fund where the exercise price of the call
held is equal to or less than the exercise price of the call written, or greater
than the exercise price of the call written if the difference is maintained by
the Fund in cash, Treasury bills or other high-grade short-term obligations or
short-term U.S. Government securities in a segregated account with its
Custodian. The premium paid by the purchaser of an option will reflect, among
other things, the relationship of the exercise price to the market price and
volatility of the underlying security, the remaining term of the option, supply
and demand and interest rates.

The Fund may also purchase a "protective put," i.e., a put option acquired
for the purpose of protecting a portfolio security from a decline in market
value. In exchange for the premium paid for the put option, the Fund acquires
the right to sell the underlying security at the exercise price of the put
regardless of the extent to which the underlying security declines in value. The
loss to the Fund is limited to the premium paid for, and transaction costs in
connection with, the put plus the initial excess, if any, of the market price of
the underlying security over the exercise price. However, if the market price of
the security underlying the put rises, the profit the Fund realizes on the sale
of the security will be reduced by the premium paid for the put option less any
amount (net of transaction costs) for which the put may be sold. Similar
principles apply to the purchase of puts on stock indices as described below.

Options on Stock Indices. The Fund may also purchase and write (i.e., sell)
put and call options on stock indices traded on securities exchanges, on NASDAQ
or in the OTC market. Such options may include options on non-utility companies.
Options on stock indices are similar to options on stock except that, rather
than the right to take or make delivery of a stock at a specified price, an
option on a stock index gives the holder the right in return for premium paid to
receive, upon exercise of the option, an amount of cash if the closing level of
the index upon which the option is based is greater than, in the case of a call,
or less than, in the case of a put, the exercise price of the option. The writer
of the index option, in return for a premium, is obligated to pay the amount of
cash due upon exercise of the option. Unlike stock options, all settlements are
in cash, and gain or loss depends on price movements in the underlying market
generally (or in a particular industry or segment of the market) rather than
price movements in individual securities.

The Fund's successful use of options on indices depends upon the investment
adviser's ability to predict the direction of the market and is subject to
various additional risks. The correlation between movements in the index and the
price of the securities being written against is imperfect and the risk from
imperfect correlation increases as the composition of the Fund's portfolio
diverges from the composition of the relevant index. Accordingly, a decrease in
the value of the securities being written against may not be wholly offset by a
gain on the exercise of a stock index put option held by the Fund. Likewise, if
a stock index call option written by the Fund is exercised, the Fund may incur a
loss on the transaction which is not offset, in whole or in part, by an increase
in the value of the securities being written against, which securities may,
depending on market circumstances, decline in value. For additional discussion
of risks associated with these transactions, see "Investment Objective and
Policies-Limitations on Purchase and Sale of Stock and Bond Index Futures and
Options Thereon" in the Statement of Additional Information.

Options on Foreign Currencies. The Fund is permitted to purchase and write
put and call options on foreign currencies and on futures contracts on foreign
currencies traded on securities exchanges or boards of trade (foreign and
domestic) for hedging purposes in a manner similar to that in which forward
foreign currency exchange contracts and futures contracts on foreign currencies
will be employed. Options on foreign currencies and on futures contracts on
foreign currencies are similar to options on stock, except that the Fund has the
right to take or make delivery of a specified amount of foreign currency, rather
than stock.

The Fund may purchase and write options to hedge the Fund's portfolio
securities denominated in foreign currencies. If there is a decline in the
dollar value of a foreign currency in which the Fund's portfolio securities are
denominated, the dollar value of such securities will decline even though the
foreign currency value remains the same. To hedge against the decline of the
foreign currency, the Fund may purchase put options on futures contracts on such

10
<PAGE>

foreign currency. If the value of the foreign currency declines, the gain
realized on the put option would offset, in whole or in part, the adverse effect
such decline would have on the value of the portfolio securities. Alternatively,
the Fund may write a call option on a futures contract on the foreign currency.
If the value of the foreign currency declines, the option would not be exercised
and the decline in the value of the portfolio securities denominated in such
foreign currency would be offset in part by the premium the Fund received for
the option.

If, on the other hand, the investment adviser anticipates purchasing a
foreign security and also anticipates a rise in the value of such foreign
currency (thereby increasing the cost of such security), the Fund may purchase
call options on the foreign currency. The purchase of such options could offset,
at least partially, the effects of the adverse movements of the exchange rates.
Alternatively, the Fund could write a put option on the currency and, if the
exchange rates move as anticipated, the option would expire unexercised.

Forward Foreign Currency Exchange Contracts

The Fund may enter into forward foreign currency exchange contracts to
protect the value of its portfolio against future changes in the level of
currency exchange rates. A forward contract on foreign currency is an obligation
to purchase or sell a specific currency at a future date, which may be any fixed
number of days agreed upon by the parties from the date of the contract at a
price set on the date of the contract. These contracts are traded in the
interbank market conducted directly between currency traders (typically large
commercial banks) and their customers. A forward contract generally has no
deposit requirements, and no commissions are charged for such trades.

The Fund may not use forward contracts to generate income, although the use
of such contracts may incidentally generate income. There is no limitation on
the value of forward contracts into which the Fund may enter. However, the
Fund's dealings in forward contracts will be limited to hedging involving either
specific transactions or portfolio positions. Transaction hedging is the
purchase or sale of a forward contract with respect to specific receivables or
payables of the Fund generally arising in connection with the purchase or sale
of its portfolio securities and accruals of interest or dividends receivable and
Fund expenses. Position hedging is the sale of a foreign currency with respect
to portfolio security positions denominated or quoted in that currency. The Fund
will not speculate in forward contracts. The Fund may not position hedge with
respect to a particular currency for an amount greater than the aggregate market
value (determined at the time of making any sale of a forward contract) of
securities held in its portfolio denominated or quoted in, or currently
convertible into, such currency.

When the Fund enters into a contract for the purchase or sale of a security
denominated in a foreign currency, or when the Fund anticipates the receipt in a
foreign currency of dividends or interest payments on a security which it holds,
the Fund may desire to "lock in" the U.S. dollar price of the security or the
U.S. dollar equivalent of such dividend or interest payment, as the case may be.
By entering into a forward contract for a fixed amount of dollars for the
purchase or sale of the amount of foreign currency involved in the underlying
transaction, the Fund will be able to protect itself against possible loss
resulting from an adverse change in the relationship between the U.S. dollar and
the subject foreign currency during the period between the date on which the
security is purchased or sold, or on which the dividend or interest payment is
declared, and the date on which such payments are made or received.
Additionally, when the investment adviser believes that the currency of a
particular foreign country may suffer a substantial decline against the U.S.
dollar, the Fund may enter into a forward contract, for a fixed amount of
dollars, to sell the amount of foreign currency approximating the value of some
or all of the portfolio securities of the Fund denominated in such foreign
currency. Requirements under the Internal Revenue Code of 1986, as amended
(Internal Revenue Code) for qualification as a regulated investment company may
limit the Fund's ability to engage in transactions in forward contracts. See
"Taxes" in the Statement of Additional Information.

Futures Transactions

Stock and Bond Index Futures. The Fund may use listed stock and bond index
futures traded on a commodities exchange or board of trade for hedging, income
enhancement and risk management purposes.

A stock or bond index futures contract is an agreement in which one party
agrees to deliver to the other an amount of cash equal to a specific dollar
amount times the difference between the value of a specific stock or bond

11
<PAGE>

index at the close of the last trading day of the contract and the price at
which the agreement is made. No physical delivery of the underlying stocks in
the index is made. See "Investment Objective and Policies-Futures Contracts and
Options Thereon" in the Statement of Additional Information.

Under regulations of the Commodity Exchange Act, investment companies
registered under the Investment Company Act are exempt from the definition of
"commodity pool operator", subject to compliance with certain conditions. The
exemption is conditioned upon the Fund's purchasing and selling futures
contracts and options thereon for bona fide hedging transactions, except that
the Fund may purchase and sell futures contracts and options thereon for any
other purpose to the extent that the aggregate initial margin and option
premiums do not exceed 5% of the liquidation value of the Fund's total assets.

Options on Stock and Bond Index Futures. The Fund may also purchase and
write options on stock and bond index futures for hedging, income enhancement
and risk management purposes. In the case of options on stock or bond index
futures, the holder of the option pays a premium and receives the right, upon
exercise of the option at a specified price during the option period, to assume
a position in a stock or bond index futures contract (a long position if the
option is a call and short position if the option is a put). If the option is
exercised by the holder before the last trading day during the option period,
the option writer delivers the futures position, as well as any balance in the
writer's futures margin account, which represents the amount by which the market
price of the stock or bond index futures contract at exercise exceeds, in the
case of a call, or is less than, in the case of a put, the exercise price of the
option on the stock or bond index future. If it is exercised on the last trading
day, the option writer delivers to the option holder cash in an amount equal to
the difference between the option exercise price and the closing level of the
relevant index on the date the option expires.

Futures Contracts on Foreign Currencies. The Fund is permitted to buy and
sell futures contracts on foreign currencies (futures contracts) such as the
European Currency Unit, and purchase and write options thereon for hedging
purposes. A European Currency Unit is a basket of specified amounts of the
currencies of certain member states of the European Union, a Western European
economic cooperative organization including, inter alia, France, Germany, The
Netherlands and the United Kingdom. The Fund will engage in transactions in only
those futures contracts and options thereon that are traded on a commodities
exchange or a board of trade. A "sale" of a futures contract on foreign currency
means the assumption of a contractual obligation to deliver the specified amount
of foreign currency at a specified price in a specified future month. A
"purchase" of a futures contract means the assumption of a contractual
obligation to acquire the currency called for by the contract at a specified
price in a specified future month. At the time a futures contract is purchased
or sold, the Fund must allocate cash or securities as a deposit payment (initial
margin). Thereafter, the futures contract is valued daily and the payment of
"variation margin" may be required, resulting in the Fund's paying or receiving
cash that reflects any decline or increase, respectively, in the contract's
value, a process known as "mark to market."

The Fund's successful use of futures contracts and options thereon depends
upon the investment advlser's ability to predict the direction of the market and
is subject to various additional risks. The correlation between movements in the
price of a futures contract and the price of the securities being hedged is
imperfect and there is a risk that the value of the securities being hedged may
increase or decrease at a greater rate than the related futures contract,
resulting in losses to the Fund. The use of these instruments will hedge only
the currency risks associated with investments in foreign securities, not market
risks. Certain futures exchanges or boards of trade have established daily
limits on the amount that the price of a futures contract or option thereon may
vary, either up or down, from the previous day's settlement price. These daily
limits may restrict the Fund's ability to purchase or sell certain futures
contracts or options thereon on any particular day. In addition, if the Fund
purchases futures to hedge against market advances before it can invest in
stocks or bonds in an advantageous manner and the market declines, the Fund
might incur a loss on the futures contract. In addition, the ability of the Fund
to close out a futures position or an option depends on a liquid secondary
market. There is no assurance that liquid secondary markets will exist for any
particular futures contract or option thereon at any particular time. See
"Investment Objective and Policies-Limitations on the Purchase and Sale of Stock
and Bond Index Futures and Options Thereon" in the Statement of Additional
Information.

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<PAGE>

The Fund's ability to enter into futures contracts and options thereon may
also be limited by the requirements of the Internal Revenue Code for
qualification as a regulated investment company.

Risks of Hedging and Income Enhancement Strategies

Participation in the options or futures markets and in currency exchange
transactions involves investment risks to which the Fund would not be subject
and transaction costs from which no future benefit may be derived absent the use
of these strategies. If the investment adviser's prediction of movements in the
direction of the securities, foreign currency and interest rate markets are
inaccurate, the adverse consequences to the Fund may leave the Fund in a worse
position than if such strategies were not used. Risks inherent in the use of
options, foreign currency and futures contracts and options on futures contracts
include (1) dependence on the investment adviser's ability to predict correctly
movements in the direction of interest rates, securities prices and currency
markets; (2) imperfect correlation between the price of options and futures
contracts and options thereon and movements in the prices of the securities or
currencies being hedged; (3) the fact that skills needed to use these strategies
are different from those needed to select portfolio securities; (4) the possible
absence of a liquid secondary market for any particular instrument at any time;
(5) the possible need to defer closing out certain hedged positions to avoid
adverse tax consequences; and (6) the possible inability of the Fund to purchase
or sell a portfolio security at a time that otherwise would be favorable for it
to do so or the possible need for the Fund to sell a portfolio security at a
disadvantageous time, due to the need for the Fund to maintain "cover" or to
segregate securities in connection with hedging transactions. See "Investment
Objective and Policies" and "Taxes" in the Statement of Additional Information.

OTHER INVESTMENTS AND POLICIES

Borrowing and Securities Lending

The Fund may also borrow an amount equal to no more than 20% of the value of
its total assets (calculated when the loan is made) for temporary, extraordinary
or emergency purposes or for the clearance of transactions. The Fund may pledge
up to 20% of its total assets to secure these borrowings.

The Fund does not presently intend to lend securities except to the extent
that the entry into repurchase agreements may be considered such lending. See
"Investment Objective and Policies-Borrowing" and "Investment Objective and
Policies-Lending of Securities" in the Statement of Additional Information.

When-Issued and Delayed Delivery Securities

The Fund may purchase or sell securities on a when-issued or delayed
delivery basis. When-issued or delayed delivery transactions arise when
securities are purchased or sold by the Fund with payment and delivery taking
place in the future in order to secure what is considered to be an advantageous
price and yield to the Fund at the time of entering into the transaction. The
Fund's Custodian will maintain, in a segregated account of the Fund, cash, U.S.
Government securities or other liquid high-grade debt obligations having a value
equal to or greater than the Fund's purchase commitments; the Custodian will
likewise segregate securities sold on a delayed delivery basis. The securities
so purchased are subject to market fluctuation and no interest accrues to the
purchaser during the period between purchase and settlement. At the time of
delivery of the securities the value may be more or less than the purchase price
and an increase in the percentage of the Fund's assets committed to the purchase
of securities on a when-issued or delayed delivery basis may increase the
volatility of the Fund's net asset value.

Repurchase Agreements

The Fund may on occasion enter into repurchase agreements, whereby the
seller of a security agrees to repurchase that security from the Fund at a
mutually agreed-upon time and price. The period of maturity is usually quite
short, possibly overnight or a few days, although it may extend over a number of
months. The resale price is in excess of the purchase price, reflecting an
agreed-upon rate of return effective for the period of time the Fund's money is
invested in the repurchase agreement. The Fund's repurchase agreements will at
all times be fully collateralized in an amount at least

13
<PAGE>

equal to the purchase price, including accrued interest earned on the underlying
securities. The instruments held as collateral are valued daily, and if the
value of instruments declines, the Fund will require additional collateral. If
the seller defaults and the value of the collateral securing the repurchase
agreement declines, the Fund may incur a loss. The Fund participates in a joint
repurchase account with other investment companies managed by PMF pursuant to an
order of the Securities and Exchange Commission (SEC). See "Investment Objective
and Policies-Repurchase Agreements" in the Statement of Additional Information.

Illiquid Securities

The Fund may invest up to 10% of its net assets in illiquid securities,
including repurchase agreements which have a maturity of longer than seven days,
securities with legal or contractual restrictions on resale (restricted
securities) and securities that are not readily marketable in securities markets
either within or outside of the United States. Restricted securities eligible
for resale pursuant to Rule 144A under the Securities Act of 1933, as amended
(the Securities Act), and privately placed commercial paper that have a readily
available market are not considered illiquid for purposes of this limitation.
The investment adviser will monitor the liquidity of such restricted securities
under the supervision of the Board of Directors. Repurchase agreements subject
to demand are deemed to have a maturity equal to the applicable notice period.

The staff of the SEC has taken the position that purchased over-the-counter
options and the assets used as "cover" for written over-the-counter options are
illiquid securities unless the Fund and the counterparty have provided for the
Fund, at the Fund's election, to unwind the over-the-counter option. The
exercise of such an option ordinarily would involve the payment by the Fund of
an amount designed to reflect the counterparty's economic loss from an early
termination, but does allow the Fund to treat the assets used as "cover" as
"liquid."

INVESTMENT RESTRICTIONS

The Fund is subject to certain investment restrictions which, like its
investment objective, constitute fundamental policies. Fundamental policies
cannot be changed without the approval of the holders of a majority of the
Fund's outstanding voting securities, as defined in the Investment Company Act.
See "Investment Restrictions" in the Statement of Additional Information.

- --------------------------------------------------------------------------------

HOW THE FUND IS MANAGED

- --------------------------------------------------------------------------------

The Fund has a Board of Directors which, in addition to overseeing the
actions of the Fund's Manager, Subadviser and Distributor, as set forth below,
decides upon matters of general policy. The Fund's Manager conducts and
supervises the daily business operations of the Fund. The Fund's Subadviser
furnishes daily investment advisory services.

For the fiscal year ended December 31, 1994, the Fund's total expenses as a
percentage of average net assets for Class A, Class B and Class C shares were
.88%, 1.63% and 1.70% (annualized), respectively. See "Financial Highlights."

MANAGER

Prudential Mutual Fund Management, Inc. (PMF or the Manager), One Seaport
Plaza, New York, New York 10292, is the Manager of the Fund and is compensated
for its services at an annual rate of .60 of 1% of the Fund's average daily net
assets up to and including $250 million, .50 of 1% of the next $500 million, .45
of 1% of the next $750 million, .40 of 1% of the next $500 million, .35 of 1% of
the next $2 billion, .325 of 1% of the next $2 billion and .30 of 1% of the
excess over $6 billion of the Fund's average daily net assets. PMF was
incorporated in May 1987 under the laws of the State of Delaware. For the fiscal
year ended December 31, 1994, the Fund paid management fees to PMF of .40% of
the Fund's average net assets. See "Manager" in the Statement of Additional
Information.

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<PAGE>

As of January 31, 1995, PMF served as the manager to 39 open-end investment
companies, constituting all of the Prudential Mutual Funds, and as manager or
administrator to 30 closed-end investment companies with aggregate assets of
approximately $45 billion.

Under the Management Agreement with the Fund, PMF manages the investment
operations of the Fund and also administers the Fund's corporate affairs. See
"Manager" in the Statement of Additional Information.

Under a Subadvisory Agreement between PMF and The Prudential Investment
Corporation (PIC or the Subadviser), PIC furnishes investment advisory services
in connection with the management of the Fund and is reimbursed by PMF for its
reasonable costs and expenses incurred in providing such services. Under the
Management Agreement, PMF continues to have responsibility for all investment
advisory services and supervises PIC's performance of such services.

The current portfolio manager of the Fund is David A. Kiefer, CFA. Mr.
Kiefer is a Senior Portfolio Manager of Prudential Investment Advisors, a unit
of PIC. Mr. Kiefer is responsible for day-to-day management and stock selection
for the Fund. Mr. Kiefer joined PIC in 1992 as an equity analyst for the Fund.
Prior thereto, he attended business school and worked as a utility analyst for a
Prudential subsidiary for two years.

PMF and PIC are wholly-owned subsidiaries of The Prudential Insurance
Company of America (Prudential), a major diversified insurance and financial
services company.

On October 12, 1993, a lawsuit was instituted against the Fund, PMF, PIC,
Prudential Securities Incorporated, and certain current and former directors of
the Fund. The suit was brought by plaintiffs both derivatively on behalf of the
Fund and purportedly on behalf of the class of shareholders who purchased their
shares prior to 1985. The plaintiffs sought damages on behalf of the Fund under
Section 36(b) of the Investment Company Act in an unspecified amount for alleged
excessive management and distribution fees. The complaint also challenged the
Alternative Purchase Plan that was implemented in January 1990 pursuant to a
shareholder vote and that provided for the creation of two classes of shares.
The plaintiff, on behalf of the purported class, sought damages and equitable
relief under the Act and State common law against the Fund and certain named
directors 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 Investment Company 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.

DISTRIBUTOR

Prudential Mutual Fund Distributors, Inc. (PMFD), One Seaport Plaza, New
York, New York 10292, is a corporation organized under the laws of the State of
Delaware and serves as the distributor of the Class A shares of the Fund. It is
a wholly-owned subsidiary of PMF.

Prudential Securities Incorporated (Prudential Securities or PSI), One
Seaport Plaza, New York, New York 10292, is a corporation organized under the
laws of the State of Delaware and serves as the distributor of the Class B and
Class C shares of the Fund. It is an indirect, wholly-owned subsidiary of
Prudential.

Under separate Distribution and Service Plans (the Class A Plan, the Class B
Plan and the Class C Plan, collectively, the Plans) adopted by the Fund under
Rule 12b-1 under the Investment Company Act and separate distribution agreements
(the Distribution Agreements), PMFD and Prudential Securities (collectively, the
Distributor) incur the expenses of distributing the Fund's Class A, Class B and
Class C shares. These expenses include commissions and account servicing fees
paid to, or on account of, financial advisers of Prudential Securities and
representatives of Pruco Securities Corporation (Prusec), an affiliated
broker-dealer, commissions and account servicing fees paid to, or on account of,
other broker-dealers or other financial institutions (other than national banks)
which have entered into agreements with the Distributor, advertising expenses,
the cost of printing and mailing prospectuses to potential investors and
indirect and overhead costs of Prudential Securities and Prusec associated with

15
<PAGE>

the sale of Fund shares, including lease, utility, communications and sales
promotion expenses. The State of Texas requires that shares of the Fund may be
sold in that state only by dealers or other financial institutions which are
registered there as broker-dealers.

Under the Plans, the Fund is obligated to pay distribution and/or service
fees to the Distributor as compensation for its distribution and service
activities, not as reimbursement for specific expenses incurred. If the
Distributor's expenses exceed its distribution and service fees, the Fund will
not be obligated to pay any additional expenses. If the Distributor's expenses
are less than such distribution and service fees, it will retain its full fees
and realize a profit.

Under the Class A Plan, the Fund may pay PMFD for its distribution-related
activities 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. The Class A Plan
provides that (i) up to .25 of 1% of the average daily net assets of the Class A
shares may be used to pay for personal service and/or the maintenance of
shareholder accounts (service fee) and (ii) total distribution fees (including
the service fee of up to .25 of 1%) may not exceed .30 of 1% of the average
daily net assets of the Class A shares. PMFD has agreed to limit its
distribution-related fees payable under the Class A Plan to .25 of 1% of the
average daily net assets of the Class A shares for the fiscal year ending
December 31, 1995.

For the fiscal year ended December 31, 1994, PMFD received payments of
$734,666 under the Class A Plan. This amount was primarily expended for payment
of account servicing fees to financial advisers and other persons who sell Class
A shares. For the fiscal year ended December 31, 1994, PMFD also received
approximately $1,268,700 in initial sales charges.

Under the Class B and Class C Plans, the Fund pays Prudential Securities for
its distribution-related activities with respect to Class B and Class C shares
at an annual rate of 1% of the average daily net assets of each of the Class B
and Class C shares. The Class B and Class C Plans provide for the payment to
Prudential Securities of (i) an asset-based sales charge of .75 of 1% of the
average daily net assets of each of the Class B and Class C shares and (ii) a
service fee of .25 of 1% of the average daily net assets of each of the Class B
and Class C shares. The service fee is used to pay for personal service and/or
the maintenance of shareholder accounts. Prudential Securities also receives
contingent deferred sales charges from certain redeeming shareholders. See
"Shareholder Guide-How to Sell Your Shares-Contingent Deferred Sales Charges."

For the fiscal year ended December 31, 1994, Prudential Securities incurred
distribution expenses of approximately $15,181,700 under the Class B Plan and
received $41,520,608 from the Fund under the Class B Plan. In addition,
Prudential Securities received approximately $8,431,000 in contingent deferred
sales charges from redemptions of Class B shares during the year.

For the period August 1, 1994 through December 31, 1994, Prudential
Securities incurred distribution expenses of approximately $7,000 under the
Class C Plan and received $1,791 from the Fund under the Class C Plan.
Prudential Securities did not receive any contingent deferred sales charges from
redemptions of Class C shares during this period.

For the fiscal year ended December 31, 1994, the Fund paid distribution
expenses of .25%, 1.00%, and 1.00% (annualized) of the average net assets of the
Class A, Class B and Class C shares, respectively. The Fund records all payments
made under the Plans as expenses in the calculation of net investment income.
Prior to August 1, 1994, the Class A and Class B Plans operated as
"reimbursement type" plans and, in the case of Class B, provided for the
reimbursement of distribution expenses incurred in current and prior years. See
"Distributor" in the Statement of Additional Information.

Distribution expenses attributable to the sale of shares of the Fund will be
allocated to each class based upon the ratio of sales of each class to the sales
of all shares of the Fund other than expenses allocable to a particular class.
The distribution fee and sales charge of one class will not be used to subsidize
the sale of another class.

Each Plan provides that it shall continue in effect from year to year
provided that a majority of the Board of Directors of the Fund, including a
majority of the Directors who are not "interested persons" of the Fund (as
defined in the

16
<PAGE>

Investment Company Act) and who have no direct or indirect financial interest in
the operation of the Plan or any agreement related to the Plan (the Rule 12b-1
Directors), vote annually to continue the Plan. Each Plan may be terminated at
any time by vote of a majority of the Rule 12b-1 Directors or of a majority of
the outstanding shares of the applicable class of the Fund. The Fund will not be
obligated to pay expenses incurred under any Plan if it is terminated or not
continued.

In addition to distribution and service fees paid by the Fund under the
Class A, Class B and Class C Plans, the Manager (or one of its affiliates) may
make payments out of its own resources to dealers and other persons who
distribute shares of the Fund. Such payments may be calculated by reference to
the net asset value of shares sold by such persons or otherwise.

The Distributor is subject to the rules of the National Association of
Securities Dealers, Inc. (the NASD) governing maximum sales charges. See
"Distributor" in the Statement of Additional Information.

On October 21, 1993, PSI entered into an omnibus settlement with the SEC,
state securities regulators (with the exception of the Texas Securities
Commissioner who joined the settlement on January 18, 1994) and the NASD to
resolve allegations that from 1980 through 1990 PSI sold certain limited
partnership interests in violation of securities laws to persons for whom such
securities were not suitable and misrepresented the safety, potential returns
and liquidity of these investments. Without admitting or denying the allegations
asserted against it, PSI consented to the entry of an SEC Administrative Order
which stated that PSI's conduct violated the federal securities laws, directed
PSI to cease and desist from violating the federal securities laws, pay civil
penalties, and adopt certain remedial measures to address the violations.

Pursuant to the terms of the SEC settlement, PSI agreed to the imposition of
a $10,000,000 civil penalty, established a settlement fund in the amount of
$330,000,000 and procedures to resolve legitimate claims for compensatory
damages by purchasers of the partnership interests. PSI's settlement with the
state securities regulators included an agreement to pay a penalty of $500,000
per jurisdiction. PSI consented to a censure and to the payment of a $5,000,000
fine in settling the NASD action.

In October 1994, a criminal complaint was filed with the United States
Magistrate for the Southern District of New York alleging that PSI committed
fraud in connection with the sale of certain limited partnership interests in
violation of federal securities laws. An agreement was simultaneously filed to
defer prosecution of these charges for a period of three years from the signing
of the agreement, provided that PSI complies with the terms of the agreement.
If, upon completion of the three year period, PSI has complied with the terms of
the agreement, no prosecution will be instituted by the United States for the
offenses charged in the complaint. If on the other hand, during the course of
the three year period, PSI violates the terms of the agreement, the U.S.
Attorney can then elect to pursue these charges. Under the terms of the
agreement, PSI agreed, among other things, to pay an additional $330,000,000
into the fund established by the SEC to pay restitution to investors who
purchased certain PSI limited partnership interests.

For more detailed information concerning the foregoing matters, see
"Distributor" in the Statement of Additional Information, a copy of which may be
obtained at no cost by calling 1-800-225-1852.

The Fund is not affected by PSI's financial condition and is an entirely
separate legal entity from PSI, which has no beneficial ownership therein and
the Fund's assets which are held by State Street Bank and Trust Company, an
independent custodian, are separate and distinct from PSI.

PORTFOLIO TRANSACTIONS

Prudential Securities may act as a broker or futures commission merchant for
the Fund, provided that the commissions, fees or other remuneration it receives
are fair and reasonable. See "Portfolio Transactions and Brokerage" in the
Statement of Additional Information.

17
<PAGE>

CUSTODIAN AND TRANSFER AND DIVIDEND DISBURSING AGENT

State Street Bank and Trust Company, One Heritage Drive, North Quincy,
Massachusetts 02171, serves as Custodian for the Fund's portfolio securities and
cash and, in that capacity, maintains certain financial and accounting books and
records pursuant to an agreement with the Fund. Its mailing address is P.O. Box
1713, Boston, Massachusetts 02105.

Prudential Mutual Fund Services, Inc. (PMFS), Raritan Plaza One, Edison, New
Jersey 08837, serves as Transfer Agent and Dividend Disbursing Agent, and in
those capacities, maintains certain books and records for the Fund. PMFS is a
wholly-owned subsidiary of PMF. Its mailing address is P.O. Box 15005, New
Brunswick, New Jersey 08906-5005.

- --------------------------------------------------------------------------------

HOW THE FUND VALUES ITS SHARES

- --------------------------------------------------------------------------------

The Fund's net asset value per share or NAV is determined by subtracting its
liabilities from the value of its assets and dividing the remainder by the
number of outstanding shares. NAV is calculated separately for each class. The
Board of Directors has fixed the specific time of day for the computation of the
Fund's net asset value to be as of 4:15 P.M., New York time.

Portfolio securities are valued based on market quotations or, if not
readily available, at fair value as determined in good faith under procedures
established by the Fund's Board of Directors. See "Net Asset Value" in the
Statement of Additional Information.

The Fund will compute its NAV once daily on days that the New York Stock
Exchange is open for trading except on days on which no orders to purchase, sell
or redeem shares have been received by the Fund or days on which changes in the
value of the Fund's portfolio securities do not materially affect the NAV. The
New York Stock Exchange is closed on the following holidays: New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day.

Although the legal rights of each class of shares are substantially
identical, the different expenses borne by each class will result in different
NAVs and dividends. The NAV of Class B and Class C shares will generally be
lower than the NAV of Class A shares as a result of the larger
distribution-related fee to which Class B and Class C shares are subject. It is
expected, however, that the NAV per share of the three classes will tend to
converge immediately after the recording of dividends, if any, which will differ
by approximately the amount of the distribution-related expense accrual
differential among the classes.

- --------------------------------------------------------------------------------

HOW THE FUND CALCULATES PERFORMANCE

- --------------------------------------------------------------------------------

From time to time the Fund may advertise its "total return" (including
"average annual" total return and "aggregate" total return) and "yield" in
advertisements or sales literature. Total return and yield are calculated
separately for Class A, Class B and Class C shares. These figures are based on
historical earnings and are not intended to indicate future performance. The
"total return" shows how much an investment in the Fund would have increased
(decreased) over a specified period of time (i.e., one, five or ten years or
since inception of the Fund) assuming that all distributions and dividends by
the Fund were reinvested on the reinvestment dates during the period and less
all recurring fees. The "aggregate" total return reflects actual performance
over a stated period of time. "Average annual" total return is a hypothetical
rate of return that, if achieved annually, would have produced the same
aggregate total return if performance had been constant over the entire period.
"Average annual" total return smooths out variations in performance and takes
into account any applicable initial or contingent deferred sales charges.
Neither "average

18
<PAGE>

annual" total return nor "aggregate" total return takes into account any federal
or state income taxes which may be payable upon redemption. The "yield" refers
to the income generated by an investment in the Fund over a one-month or 30-day
period. This income is then "annualized"; that is, the amount of income
generated by the investment during that 30-day period is assumed to be generated
each 30-day period for twelve periods and is shown as a percentage of the
investment. The income earned on the investment is also assumed to be reinvested
at the end of the sixth 30-day period. The Fund also may include comparative
performance information in advertising or marketing the Fund's shares. Such
performance information may include data from Lipper Analytical Services, Inc.,
Morningstar Publications, Inc., other industry publications, business
periodicals, and market indices. See "Performance Information" in the Statement
of Additional Information. The Fund will include performance data for each class
of shares of the Fund in any advertisement or information including performance
data of the Fund. Further performance information is contained in the Fund's
annual and semi-annual reports to shareholders, which may be obtained without
charge. See "Shareholder Guide-Shareholder Services-Reports to Shareholders."

- --------------------------------------------------------------------------------

TAXES, DIVIDENDS AND DISTRIBUTIONS

- --------------------------------------------------------------------------------

Taxation of the Fund

The Fund has elected to qualify and intends to remain qualified as a
regulated investment company under the Internal Revenue Code of 1986, as amended
(the Internal Revenue Code). Accordingly, the Fund will not be subject to
federal income taxes on its net investment income and capital gains, if any,
that it distributes to its shareholders. See "Taxes" in the Statement of
Additional Information.

Taxation of Shareholders

Any dividends out of net investment income, together with distributions of
net short-term gains (i.e., the excess of net short-term capital gains over net
long-term capital losses), will be taxable as ordinary income to the shareholder
whether or not reinvested. Any net capital gains (i.e., the excess of net
long-term capital gains over net short-term capital losses) distributed to
shareholders will be taxable as long-term capital gains to shareholders, whether
or not reinvested and regardless of the length of time a shareholder has owned
his or her shares. The maximum long-term capital gains rate for individual
shareholders is 28%. The maximum long-term capital gains rate for corporate
shareholders is currently the same as the maximum tax rate for ordinary income.

Dividends and distributions are generally taxable to shareholders in the
year in which received. However, certain dividends declared by the Fund will be
treated as received by shareholders on December 31 of the calendar year in which
such dividends occur. This rule applies to dividends declared by the Fund in
October, November or December of a calendar year, payable to shareholders of
record on a date in any such month, if such dividends are paid during January of
the following calendar year.

Dividends received by corporate shareholders are eligible for a
dividends-received deduction of 70% to the extent the Fund's income is derived
from qualified dividends received by the Fund from domestic corporations.
Dividends attributable to foreign dividends, interest income, capital gain, net
income and gain or loss from other sources are not eligible for the corporate
dividends received deduction. See "Taxes" in the Statement of Additional
Information. Corporate shareholders should consult their tax advisers regarding
other requirements applicable to the dividends received deduction.

Any gain or loss realized upon a sale or redemption of Fund shares by a
shareholder who is not a dealer in securities will generally be treated as
long-term capital gain or loss if the shares have been held for more than one
year and otherwise as short-term capital gain or loss. Any such loss, however,
on shares that are held for six months or less will be

19
<PAGE>

treated as long-term capital loss to the extent of any capital gain
distributions received by the shareholder with respect to those shares.

The Fund has obtained opinions of counsel to the effect that neither (i) the
conversion of Class B shares into Class A shares nor (ii) the exchange of Class
B or Class C shares for Class A shares constitutes a taxable event for federal
income tax purposes.

However, such opinions are not binding on the Internal Revenue Service.

Shareholders are advised to consult their own tax advisers regarding
specific questions as to federal, state or local taxes.

Withholding Taxes

Under the Internal Revenue Code, the Fund is required to withhold and remit
to the U.S. Treasury 31% of dividend, capital gain distributions and redemption
proceeds payable to individuals and certain noncorporate shareholders who fail
to furnish correct tax identification numbers on IRS Form W-9 (or IRS Form W-8
in the case of certain foreign shareholders). Withholding at this rate is also
required from dividends and capital gains distributions (but not redemption
proceeds) payable to shareholders who are otherwise subject to backup
withholding. Dividends of net investment income and net short-term capital gains
paid to a foreign shareholder will generally be subject to U.S. withholding tax
at the rate of 30% (or lower treaty rate).

Dividends and Distributions

The Fund expects to pay dividends of net investment income, if any,
quarterly and make distributions at least annually of any net capital gains.
Dividends paid by the Fund with respect to each class of shares, to the extent
any dividends are paid, will be calculated in the same manner, at the same time,
on the same day and will be in the same amount except that each class will bear
its own distribution charges, generally resulting in lower dividends for Class B
and Class C shares. Distributions of net capital gains, if any, will be paid in
the same amount for each class of shares. See "How the Fund Values its Shares."

Dividends and distributions will be paid in additional Fund shares based on
the NAV of each class on the record date, or such other date as the Board of
Directors may determine, unless the shareholder elects in writing not less than
five business days prior to the record date to receive such dividends and
distributions in cash. Such election should be submitted to Prudential Mutual
Fund Services, Inc., Attention: Account Maintenance, P.O. Box 15015, New
Brunswick, New Jersey 08906-5015. The Fund will notify each shareholder after
the close of the Fund's taxable year both of the dollar amount and the taxable
status of that year's dividends and distributions on a per share basis. To the
extent that, in a given year, distributions to shareholders exceed recognized
net investment income and recognized short-term and long-term capital gains for
the year, shareholders will have received a return of capital in respect of such
year and, in an annual statement, will be notified of the amount of any return
of capital for such year. If you hold shares through Prudential Securities, you
should contact your financial adviser to elect to receive dividends and
distributions in cash.

When the Fund goes "ex-dividend," the NAV of each class is reduced by the
amount of the dividend or distribution allocable to each class. If you buy
shares just prior to the ex-dividend date (which generally occurs four business
days prior to the record date), the price you pay will include the dividend or
distribution and a portion of your investment will be returned to you as a
taxable dividend or distribution. You should, therefore, consider the timing of
dividends and distributions when making your purchases.

20
<PAGE>

- --------------------------------------------------------------------------------

GENERAL INFORMATION

- --------------------------------------------------------------------------------

DESCRIPTION OF COMMON STOCK

The Fund was incorporated in Maryland on April 29, 1981. The Fund is
authorized to issue 2 billion shares of common stock, $.01 par value per share,
divided into three classes, designated Class A, Class B and Class C common
stock, which consists of 566,666,666 shares of Class A common stock, 866,666,667
shares of Class B common stock and 566,666,667 shares of Class C common stock.
Each class of common stock represents an interest in the same assets of the Fund
and is identical in all respects except that (i) each class bears different
distribution expenses, (ii) each class has exclusive voting rights with respect
to its distribution and service plan (except that the Fund has agreed with the
SEC in connection with the offering of a conversion feature on Class B shares to
submit any amendment of the Class A Plan to both Class A and Class B
shareholders), (iii) each class has a different exchange privilege and (iv) only
Class B shares have a conversion feature. See "How the Fund is
Managed-Distributor." The Fund has received an order from the SEC permitting the
issuance and sale of multiple classes of common stock. Currently, the Fund is
offering three classes, designated Class A, Class B and Class C shares. In
accordance with the Fund's Articles of Incorporation, the Board of Directors may
authorize the creation of additional series of common stock and classes within
such series, with such preferences, privileges, limitations and voting and
dividend rights as the Board of Directors may determine.

The Board of Directors may increase or decrease the number of authorized
shares without approval by the shareholders. Shares of the Fund, when issued,
are fully paid, nonassessable, fully transferable and redeemable at the option
of the holder. Shares are also redeemable at the option of the Fund under
certain circumstances as described under "Shareholder Guide-How to Sell Your
Shares." Each share of each class of common stock is equal as to earnings,
assets and voting privileges, except as noted above, and each class bears the
expenses related to the distribution of its shares. Except for the conversion
feature applicable to Class B shares, there are no conversion, preemptive or
other subscription rights. In the event of liquidation, each share of Common
Stock of the Fund is entitled to its portion of all of the Fund's assets after
all debt and expenses of the Fund have been paid. Since Class B and Class C
shares generally bear higher distribution expenses than Class A shares, the
liquidation proceeds to shareholders of those classes are likely to be lower
than to Class A shareholders. The Fund's shares do not have cumulative voting
rights for the election of Directors.

The Fund does not intend to hold annual meetings of shareholders unless
otherwise required by law. The Fund will not be required to hold meetings of
shareholders unless, for example, the election of Directors is required to be
acted on by shareholders under the Investment Company Act. Shareholders have
certain rights, including the right to call a meeting upon a vote of 10% of the
Fund's outstanding shares for the purpose of voting on the removal of one or
more Directors or to transact any other business.

ADDITIONAL INFORMATION

This Prospectus, including the Statement of Additional Information which has
been incorporated by reference herein, does not contain all of the information
set forth in the Registration Statement filed by the Fund with the SEC under the
Securities Act of 1933. Copies of the Registration Statement may be obtained at
a reasonable charge from the SEC or may be examined, without charge, at the
office of the SEC in Washington, D.C.

- --------------------------------------------------------------------------------

SHAREHOLDER GUIDE

- --------------------------------------------------------------------------------

HOW TO BUY SHARES OF THE FUND

You may purchase shares of the Fund through Prudential Securities, Prusec or
directly from the Fund through its Transfer Agent, Prudential Mutual Fund
Services, Inc. (PMFS or the Transfer Agent), Attention: Investment

21
<PAGE>

Services, P.O. Box 15020, New Brunswick, New Jersey 08906-5020. The minimum
initial investment for Class A and Class B shares is $1,000 per class and $5,000
for Class C shares. The minimum subsequent investment is $100 for all classes.
All minimum investment requirements are waived for certain retirement and
employee savings plans or custodial accounts for the benefit of minors. For
purchases made through the Automatic Savings Accumulation Plan, the minimum
initial and subsequent investment is $50. The minimum initial investment
requirement is waived for purchases of Class A shares effected through an
exchange of Class B shares of The BlackRock Government Income Trust. See
"Shareholder Services" below.

The purchase price is the NAV per share next determined following receipt of
an order by the Transfer Agent or Prudential Securities plus a sales charge
which, at your option, may be imposed either (i) at the time of purchase (Class
A shares) or (ii) on a deferred basis (Class B or Class C shares). See
"Alternative Purchase Plan" below. See also "How the Fund Values its Shares."

Application forms can be obtained from PMFS, Prudential Securities or
Prusec. If a stock certificate is desired, it must be requested in writing for
each transaction. Certificates are issued only for full shares. Shareholders who
hold their shares through Prudential Securities will not receive stock
certificates.

The Fund reserves the right to reject any purchase order (including an
exchange into the Fund) or to suspend or modify the continuous offering of its
shares. See "How to Sell Your Shares" below.

Your dealer is responsible for forwarding payment promptly to the Fund. The
Distributor reserves the right to cancel any purchase order for which payment
has not been received by the fifth business day following the investment.

Transactions in Fund shares may be subject to postage and handling charges
imposed by your dealer.

Purchase by Wire. For an initial purchase of shares of the Fund by wire, you
must first telephone PMFS at (800) 225-1852 (toll-free) to receive an account
number. The following information will be requested: your name, address, tax
identification number, class election, dividend distribution election, amount
being wired and wiring bank. Instructions should then be given by you to your
bank to transfer funds by wire to State Street Bank and Trust Company (State
Street), Boston, Massachusetts, Custody and Shareholder Services Division,
Attention: Prudential Utility Fund, Inc., specifying on the wire the account
number assigned by PMFS and your name and identifying the sales charge
alternative (Class A, Class B or Class C shares).

If you arrange for receipt by State Street of Federal Funds prior to 4:15
P.M., New York time, on a business day, you may purchase shares of the Fund as
of that day.

In making a subsequent purchase order by wire, you should wire State Street
directly and should be sure that the wire specifies Prudential Utility Fund,
Inc., Class A, Class B or Class C shares and your name and individual account
number. It is not necessary to call PMFS to make subsequent purchase orders
utilizing Federal Funds. The minimum amount which may be invested by wire is
$1,000.

ALTERNATIVE PURCHASE PLAN

The Fund offers three classes of shares (Class A, Class B and Class C
shares) which allows you to choose the most beneficial sales charge structure
for your individual circumstances given the amount of the purchase, the length
of time you expect to hold the shares and other relevant circumstances
(Alternative Purchase Plan).

22
<PAGE>

Annual 12b-1 Fees
(as a % of average daily
Sales Charge net assets) Other Information
---------------------------------- ------------------------ ------------------------------

<S> <C> <C> <C>
Class A Maximum initial sales charge of 5% .30 of 1% (Currently Initial sales charge waived or
of the public offering price being charged at reduced for certain purchases
a rate of .25 of 1%)

Class B Maximum contingent deferred sales 1% Shares convert to Class A shares
charge or CDSC of 5% of the lesser approximately seven years after
of the amount invested or the purchase
redemption proceeds; declines to
zero after six years

Class C Maximum CDSC of 1% of the lesser 1% Shares do not convert to another
of the amount invested or the class
redemption proceeds on
redemptions made within one year
of purchase

</TABLE>

The three classes of shares represent an interest in the same portfolio of
investments of the Fund and have the same rights, except that (i) each class
bears the separate expenses of its Rule 12b-1 distribution and service plan,
(ii) each class has exclusive voting rights with respect to its Plan (except as
noted under the heading "General Information-Description of Common Stock"), and
(iii) only Class B shares have a conversion feature. The three classes also have
separate exchange privileges. See "How to Exchange Your Shares" below. The
income attributable to each class and the dividends payable on the shares of
each class will be reduced by the amount of the distribution fee of each class.
Class B and Class C shares bear the expenses of a higher distribution fee which
will generally cause them to have higher expense ratios and to pay lower
dividends than the Class A shares.

Financial advisers and other sales agents who sell shares of the Fund will
receive different compensation for selling Class A, Class B and Class C shares
and will generally receive more compensation initially for selling Class A and
Class B shares than for selling Class C shares.

In selecting a purchase alternative, you should consider, among other
things, (1) the length of time you expect to hold your investment, (2) the
amount of any applicable sales charge (whether imposed at the time of purchase
or redemption) and distribution-related fees, as noted above, (3) whether you
qualify for any reduction or waiver of any applicable sales charge, (4) the
various exchange privileges among the different classes of shares (see "How to
Exchange Your Shares" below) and (5) the fact that Class B shares automatically
convert to Class A shares approximately seven years after purchase (see
"Conversion Feature-Class B Shares" below).

The following is provided to assist you in determining which method of
purchase suits your individual circumstances and is based on current fees and
expenses being charged to the Fund:

If you intend to hold your investment in the Fund for less than 7 years and
do not qualify for a reduced sales charge on Class A shares, since Class A
shares are subject to a maximum initial sales charge of 5% and Class B shares
are subject to a CDSC of 5% which declines to zero over a 6 year period, you
should consider purchasing Class C shares over either Class A or Class B shares.

If you intend to hold your investment for 7 years or more and do not qualify
for a reduced sales charge on Class A shares, since Class B shares convert to
Class A shares approximately 7 years after purchase and because all of your
money would be invested initially in the case of Class B shares, you should
consider purchasing Class B shares over either Class A or Class C shares.

23
<PAGE>

If you qualify for a reduced sales charge on Class A shares, it may be more
advantageous for you to purchase Class A shares over either Class B or Class C
shares regardless of how long you intend to hold your investment. However,
unlike Class B and Class C shares, you would not have all of your money invested
initially because the sales charge on Class A shares is deducted at the time of
purchase.

If you do not qualify for a reduced sales charge on Class A shares and you
purchase Class B or Class C shares, you would have to hold your investment for
more than 6 years in the case of Class B and Class C shares for the higher
cumulative annual distribution-related fees on those shares to exceed the
initial sales charge plus cumulative annual distribution-related fees on Class A
shares. This does not take into account the time value of money, which further
reduces the impact of the higher Class B or Class C distribution-related fees on
the investment, fluctuations in net asset value, the effect of the return on the
investment over this period of time or redemptions during which the CDSC is
applicable.

All purchases of $1 million or more, either as part of a single investment
or under Rights of Accumulation or Letters of Intent, must be for Class A
shares. See "Reduction and Waiver of Initial Sales Charges" below.

Class A Shares

The offering price of Class A shares for investors choosing the initial
sales charge alternative is the next determined NAV plus a sales charge
(expressed as a percentage of the offering price and of the amount invested) as
shown in the following table:

Sales Charge as Sales Charge as Dealer Concession
Percentage of Percentage of as Percentage of
Amount of Purchase Offering Price Amount Invested Offering Price
- ------------------ -------------- --------------- --------------

Less than $25,000 ...... 5.00% 5.26% 4.75%
$25,000 to $49,999 ..... 4.50 4.71 4.25
$50,000 to $99,999 ..... 4.00 4.17 3.75
$100,000 to $249,999 ... 3.25 3.36 3.00
$250,000 to $499,999 ... 2.50 2.56 2.40
$500,000 to $999,999 ... 2.00 2.04 1.90
$1,000,000 and above ... None None None

Selling dealers may be deemed to be underwriters, as that term is defined in
the Securities Act.

Reduction and Waiver of Initial Sales Charges. Reduced sales charges are
available through Rights of Accumulation and Letters of Intent. Shares of the
Fund and shares of other Prudential Mutual Funds (excluding money market funds
other than those acquired pursuant to the exchange privilege) may be aggregated
to determine the applicable reduction. See "Purchase and Redemption of Fund
Shares-Reduction and Waiver of Initial Sales Charges-Class A Shares" in the
Statement of Additional Information.

Benefit Plans. Class A shares may be purchased at NAV, without payment of an
initial sales charge, by pension, profit-sharing or other employee benefit plans
qualified under Section 401 of the Internal Revenue Code and deferred
compensation and annuity plans under Sections 457 and 403(b)(7) of the Internal
Revenue Code (Benefit Plans), provided that the plan has existing assets of at
least $1 million invested in shares of Prudential Mutual Funds (excluding money
market funds other than those acquired pursuant to the exchange privilege) or
1,000 eligible employees or participants. In the case of Benefit Plans whose
accounts are held directly with the Transfer Agent or Prudential Securities and
for which the Transfer Agent or Prudential Securities does individual account
recordkeeping (Direct Account Benefit Plans) and Benefit Plans sponsored by PSI
or its subsidiaries (PSI or Subsidiary Prototype Benefit Plans), Class A shares
may be purchased at NAV by participants who are repaying loans made from such
plans to the participant.

Prudential Vista Program. Class A shares are offered at net asset value to
certain qualified employee retirement benefit plans under Section 401 of the
Internal Revenue Code, for which Prudential Defined Contribution Services serves

24
<PAGE>

as the recordkeeper provided that such plan is also participating in the
Prudential Vista Program (PruVista Plan), and provided further that (i) for
existing plans, the plan has existing assets of at least $1 million and at least
100 eligible employees or participants, and (ii) for new plans, the plan has at
least 500 eligible employees or participants. The term "existing assets" for
this purpose includes transferable cash and GICs (guaranteed investment
contracts) maturing within 4 years.

Special Rules Applicable to Retirement Plans. After a Benefit Plan or the
PruVista Plan qualifies to purchase Class A shares at NAV, all subsequent
purchases will be made at NAV.

Other Waivers. In addition, Class A shares may be purchased at NAV, through
Prudential Securities or the Transfer Agent, by the following persons: (a)
Directors and officers of the Fund and other Prudential Mutual Funds, (b)
employees of Prudential Securities and PMF and their subsidiaries and members of
the families of such persons who maintain an "employee related" account at
Prudential Securities or the Transfer Agent, (c) employees and special agents of
Prudential and its subsidiaries and all persons who have retired directly from
active service with Prudential or one of its subsidiaries, (d) registered
representatives and employees of dealers who have entered into a selected dealer
agreement with Prudential Securities, provided that purchases at NAV are
permitted by such person's employer and (e) investors who have a business
relationship with a financial adviser who joined Prudential Securities from
another investment firm, provided that (i) the purchase is made within 90 days
of the commencement of the financial adviser's employment at Prudential
Securities, (ii) the purchase is made with proceeds of a redemption of shares of
any open-end, non-money market fund sponsored by the financial adviser's
previous employer (other than a fund which imposes a distribution or service fee
of .25 of 1% or less) and (iii) the financial adviser served as the client's
broker on the previous purchases.

You must notify the Fund's Transfer Agent either directly or through
Prudential Securities or Prusec that you are entitled to the reduction or waiver
of the sales charge. The reduction or waiver will be granted subject to
confirmation of your entitlement. No initial sales charges are imposed upon
Class A shares acquired upon the reinvestment of dividends and distributions.
See "Purchase and Redemption of Fund Shares-Reduction and Waiver of Initial
Sales Charges-Class A Shares" in the Statement of Additional Information.

Class B and Class C Shares

The offering price of Class B and Class C shares for investors choosing one
of the deferred sales charge alternatives is the NAV per share next determined
following receipt of an order by the Transfer Agent or Prudential Securities.
Although there is no sales charge imposed at the time of purchase, redemptions
of Class B and Class C shares may be subject to a CDSC. See "How to Sell Your
Shares-Contingent Deferred Sales Charges."

HOW TO SELL YOUR SHARES

You can redeem your shares at any time for cash at the NAV next determined
after the redemption request is received in proper form by the Transfer Agent or
Prudential Securities. See "How the Fund Values its Shares." In certain cases,
however, redemption proceeds will be reduced by the amount of any applicable
contingent deferred sales charge, as described below. See "Contingent Deferred
Sales Charges" below.

If you hold shares of the Fund through Prudential Securities, you must
redeem your shares by contacting your Prudential Securities financial adviser.
If you hold shares in non-certificate form, a written request for redemption
signed by you exactly as the account is registered is required. If you hold
certificates, the certificates, signed in the name(s) shown on the face of the
certificates, must be received by the Transfer Agent in order for the redemption
request to be processed. If redemption is requested by a corporation,
partnership, trust or fiduciary, written evidence of authority acceptable to the
Transfer Agent must be submitted before such request will be accepted. All
correspondence and documents concerning redemptions should be sent to the Fund
in care of its Transfer Agent, Prudential Mutual Fund Services, Inc., Attention:
Redemption Services, P.O. Box 15010, New Brunswick, New Jersey 08906-5010.

25
<PAGE>

If the proceeds of the redemption (a) exceed $50,000, (b) are to be paid to
a person other than the record owner, (c) are to be sent to an address other
than the address on the Transfer Agent's records, or (d) are to be paid to a
corporation, partnership, trust or fiduciary, the signature(s) on the redemption
request and on the certificates, if any, or stock power must be guaranteed by an
"eligible guarantor institution." An "eligible guarantor institution" includes
any bank, broker, dealer or credit union. The Transfer Agent reserves the right
to request additional information from, and make reasonable inquiries of, any
eligible guarantor institution. For clients of Prusec, a signature guarantee may
be obtained from the agency or office manager of most Prudential Insurance and
Financial Services or Preferred Services offices.

Payment for shares presented for redemption will be made by check within
seven days after receipt by the Transfer Agent of the certificate and/or written
request, except as indicated below. If you hold shares through Prudential
Securities, payment for shares presented for redemption will be credited to your
Prudential Securities account, unless you indicate otherwise. Such payment may
be postponed or the right of redemption suspended at times (a) when the New York
Stock Exchange is closed for other than customary weekends and holidays, (b)
when trading on such Exchange is restricted, (c) when an emergency exists as a
result of which disposal by the Fund of securities owned by it is not reasonably
practicable or it is not reasonably practicable for the Fund fairly to determine
the value of its net assets, or (d) during any other period when the SEC, by
order, so permits, provided that applicable rules and regulations of the SEC
shall govern as to whether the conditions described in (b), (c) or (d) exist.

Payment for redemption of recently purchased shares will be delayed until
the Fund or its Transfer Agent has been advised that the purchase check has been
honored, up to 10 calendar days from the time of receipt of the purchase check
by the Transfer Agent. Such delay may be avoided by purchasing shares by wire or
by certified or official bank check.

Redemption in Kind. If the Board of Directors determines that it would be
detrimental to the best interests of the remaining shareholders of the Fund to
make payment wholly or partly in cash, the Fund may pay the redemption price in
whole or in part by a distribution in kind of securities from the investment
portfolio of the Fund, in lieu of cash, in conformity with applicable rules of
the SEC. Securities will be readily marketable and will be valued in the same
manner as a regular redemption. See "How the Fund Values its Shares." If your
shares are redeemed in kind, you would incur transaction costs in converting the
assets into cash. The Fund, however, has elected to be governed by Rule 18f-1
under the Investment Company Act, under which the Fund is obligated to redeem
shares solely in cash up to the lesser of $250,000 or 1% of the net asset value
of the Fund during any 90-day period for any one shareholder.

Involuntary Redemption. In order to reduce expenses of the Fund, the Board
of Directors may redeem all of the shares of any shareholder, other than a
shareholder which is an IRA or other tax-deferred retirement plan, whose account
has a net asset value of less than $500 due to a redemption. The Fund will give
such shareholders 60 days' prior written notice in which to purchase sufficient
additional shares to avoid such redemption. No contingent deferred sales charge
will be imposed on any involuntary redemption.

90-day Repurchase Privilege. If you redeem your shares and have not
previously exercised the repurchase privilege, you may reinvest any portion or
all of the proceeds of such redemption in shares of the Fund at the NAV next
determined after the order is received, which must be within 90 days after the
date of the redemption. No sales charge will apply to such repurchases. You will
receive pro rata credit for any contingent deferred sales charge paid in
connection with the redemption of Class B or Class C shares. You must notify the
Fund's Transfer Agent, either directly or through Prudential Securities or
Prusec, at the time the repurchase privilege is exercised that you are entitled
to credit for the contingent deferred sales charge previously paid. Exercise of
the repurchase privilege will not generally affect federal income tax treatment
of any gain realized upon redemption. If the redemption resulted in a loss, some
or all of the loss, depending on the amount reinvested, will not be allowed for
federal income tax purposes.

26
<PAGE>

Contingent Deferred Sales Charges

Redemptions of Class B shares will be subject to a contingent deferred sales
charge or CDSC declining from 5% to zero over a six-year period. Class C shares
redeemed within one year of purchase will be subject to a 1% CDSC. The CDSC will
be deducted from the redemption proceeds and reduce the amount paid to you. The
CDSC will be imposed on any redemption by you which reduces the current value of
your Class B or Class C shares of the Fund to an amount which is lower than the
amount of all payments by you for shares during the preceding six years, in the
case of Class B shares, and one year, in the case of Class C shares. A CDSC will
be applied on the lesser of the original purchase price or the current value of
the shares being redeemed. Increases in the value of your shares or shares
acquired through reinvestment of dividends or distributions are not subject to a
CDSC. The amount of any CDSC will be paid to and retained by the Distributor.
See "How the Fund is Managed-Distributor" and "Waiver of the Contingent Deferred
Sales Charges-Class B Shares" below.

The amount of the CDSC, if any, will vary depending on the number of years
from the time of payment for the purchase of shares until the time of redemption
of such shares. Solely for purposes of determining the number of years from the
time of any payment for the purchase of shares, all payments during a month will
be aggregated and deemed to have been made on the last day of the month. The
CDSC will be calculated from the first day of the month after the initial
purchase, excluding the time shares were held in a money market fund. See "How
to Exchange Your Shares."

The following table sets forth the rates of the CDSC applicable to
redemptions of Class B shares:

Contingent Deferred
Sales
Charge as a Percentage
Year Since Purchase of Dollars Invested or
Payment Made Redemption Proceeds
- ------------------- ----------------------

First ...................................................... 5.0%
Second ..................................................... 4.0%
Third ...................................................... 3.0%
Fourth ..................................................... 2.0%
Fifth ...................................................... 1.0%
Sixth ...................................................... 1.0%
Seventh .................................................... None

In determining whether a CDSC is applicable to a redemption, the calculation
will be made in a manner that results in the lowest possible rate. It will be
assumed that the redemption is made first of amounts representing shares
acquired pursuant to the reinvestment of dividends and distributions; then of
amounts representing the increase in net asset value above the total amount of
payments for the purchase of Fund shares made during the preceding six years
(five years for shares purchased prior to January 22, 1990); then of amounts
representing the cost of shares held beyond the applicable CDSC period; then of
amounts representing the cost of shares acquired prior to July 1, 1985; and
finally, of amounts representing the cost of shares held for the longest period
of time within the applicable CDSC period.

For example, assume you purchased 100 Class B shares at $10 per share for a
cost of $1,000. Subsequently, you acquired 5 additional Class B shares through
dividend reinvestment. During the second year after the purchase you decided to
redeem $500 of your investment. Assuming at the time of the redemption the NAV
had appreciated to $12 per share, the value of your Class B shares would be
$1,260 (105 shares at $12 per share). The CDSC would not be applied to the value
of the reinvested dividend shares and the amount which represents appreciation
($260). Therefore, $240 of the $500 redemption proceeds ($500 minus $260) would
be charged at a rate of 4% (the applicable rate in the second year after
purchase) for a total CDSC of $9.60.

For federal income tax purposes, the amount of the CDSC will reduce the gain
or increase the loss, as the case may be, on the amount recognized on the
redemption of shares.

27
<PAGE>

Waiver of the Contingent Deferred Sales Charges-Class B Shares. The CDSC
will be waived in the case of a redemption following the death or disability of
a shareholder or, in the case of a trust account, following the death or
disability of the grantor. The waiver is available for total or partial
redemptions of shares owned by a person, either individually or in joint tenancy
(with rights of survivorship), at the time of death or initial determination of
disability, provided that the shares were purchased prior to death or
disability.

The CDSC will also be waived in the case of a total or partial redemption in
connection with certain distributions made without penalty under the Internal
Revenue Code from a tax-deferred retirement plan, an IRA or Section 403(b)
custodial account. These distributions include: (i) in the case of a
tax-deferred retirement plan, a lump-sum or other distribution after retirement;
(ii) in the case of an IRA or Section 403(b) custodial account, a lump-sum or
other distribution after attaining age 59-1/2; and (iii) a tax-free return of an
excess contribution or plan distributions following the death or disability of
the shareholder, provided that the shares were purchased prior to death or
disability. The waiver does not apply in the case of a tax-free rollover or
transfer of assets, other than one following a separation from service (i.e.,
following voluntary or involuntary termination of employment or following
retirement). Under no circumstances will the CDSC be waived on redemptions
resulting from the termination of a tax-deferred retirement plan, unless such
redemptions otherwise qualify for a waiver as described above. In the case of
Direct Account and PSI or Subsidiary Prototype Benefit Plans, the CDSC will be
waived on redemptions which represent borrowings from such plans. Shares
purchased with amounts used to repay a loan from such plans on which a CDSC was
not previously deducted will thereafter be subject to a CDSC without regard to
the time such amounts were previously invested. In the case of a 401(k) plan,
the CDSC will also be waived upon the redemption of shares purchased with
amounts used to repay loans made from the account to the participant and from
which a CDSC was previously deducted.

In addition, the CDSC will be waived on redemptions of shares held by
Directors of the Fund.

You must notify the Fund's Transfer Agent either directly or through
Prudential Securities or Prusec, at the time of redemption, that you are
entitled to waiver of the CDSC and provide the Transfer Agent with such
supporting documentation as it may deem appropriate. The waiver will be granted
subject to confirmation of your entitlement. See "Purchase and Redemption of
Fund Shares-Waiver of the Contingent Deferred Sales Charge-Class B Shares" in
the Statement of Additional Information.

A quantity discount may apply to redemptions of Class B shares purchased
prior to August 1, 1994. See "Purchase and Redemption of Fund Shares-Quantity
Discount-Class B Shares Purchased Prior to August 1, 1994" in the Statement of
Additional Information.

CONVERSION FEATURE-CLASS B SHARES

Class B shares will automatically convert to Class A shares on a quarterly
basis approximately seven years after purchase. It is currently anticipated that
conversions will occur during the months of February, May, August and November.
Conversions will be effected at relative net asset value without the imposition
of any additional sales charge. The first conversion of Class B Shares occurred
in February 1995, when the conversion feature was first implemented.

Since the Fund tracks amounts paid rather than the number of shares bought
on each purchase of Class B shares, the number of Class B shares eligible to
convert to Class A shares (excluding shares acquired through the automatic
reinvestment of dividends and other distributions) (the Eligible Shares) will be
determined on each conversion date in accordance with the following formula: (i)
the ratio of (a) the amounts paid for Class B shares purchased at least seven
years prior to the conversion date to (b) the total amount paid for all Class B
shares purchased and then held in your account (ii) multiplied by the total
number of Class B shares purchased and then held in your account. Each time any
Eligible Shares in your account convert to Class A shares, all shares or amounts
representing Class B shares then in your account that were acquired through the
automatic reinvestment of dividends and other distributions will convert to
Class A shares.

28
<PAGE>

For purposes of determining the number of Eligible Shares, if the Class B
shares in your account on any conversion date are the result of multiple
purchases at different net asset values per share, the number of Eligible Shares
calculated as described above will generally be either more or less than the
number of shares actually purchased approximately seven years before such
conversion date. For example, if 100 shares were initially purchased at $10 per
share (for a total of $1,000) and a second purchase of 100 shares was
subsequently made at $11 per share (for a total of $1,100), 95.24 shares would
convert approximately seven years from the initial purchase (i.e., $1,000
divided by $2,100 (47.62%) multiplied by 200 shares equals 95.24 shares). The
Manager reserves the right to modify the formula for determining the number of
Eligible Shares in the future as it deems appropriate on notice to shareholders.

Since annual distribution-related fees are lower for Class A shares than for
Class B shares, the per share net asset value of the Class A shares may be
higher than that of the Class B shares at the time of conversion. Thus, although
the aggregate dollar value will be the same, you may receive fewer Class A
shares than Class B shares converted. See "How the Fund Values its Shares."

For purposes of calculating the applicable holding period for conversions,
all payments for Class B shares during a month will be deemed to have been made
on the last day of the month, or for Class B shares acquired through exchange,
or a series of exchanges, on the last day of the month in which the original
payment for purchases of such Class B shares was made. For Class B shares
previously exchanged for shares of a money market fund, the time period during
which such shares were held in the money market fund will be excluded. For
example, Class B shares held in a money market fund for one year will not
convert to Class A shares until approximately eight years from purchase. For
purposes of measuring the time period during which shares are held in a money
market fund, exchanges will be deemed to have been made on the last day of the
month. Class B shares acquired through exchange will convert to Class A shares
after expiration of the conversion period applicable to the original purchase of
such shares.

The conversion feature may be subject to the continuing availability of
opinions of counsel or rulings of the Internal Revenue Service that (i) the
dividends and other distributions paid on Class A, Class B and Class C shares
will not constitute "preferential dividends" under the Internal Revenue Code and
(ii) the conversion of shares does not constitute a taxable event. The
conversion of Class B shares into Class A shares may be suspended if such
opinions or rulings are no longer available. If conversions are suspended, Class
B shares of the Fund will continue to be subject, possibly indefinitely, to
their higher annual distribution and service fee.

HOW TO EXCHANGE YOUR SHARES

As a shareholder of the Fund, you have an exchange privilege with certain
other Prudential Mutual Funds (the Exchange Privilege), including one or more
specified money market funds, subject to the minimum investment requirements of
such funds. Class A, Class B and Class C shares of the Fund may be exchanged for
Class A, Class B and Class C shares, respectively, of another fund on the basis
of the relative NAV. No sales charge will be imposed at the time of the
exchange. Any applicable CDSC payable upon the redemption of shares exchanged
will be calculated from the first day of the month after the initial purchase,
excluding the time that shares were held in a money market fund. Class B and
Class C shares may not be exchanged into money market funds other than the
Prudential Special Money Market Fund. For purposes of calculating the holding
period applicable to the Class B conversion feature, the time period during
which Class B shares were held in a money market fund will be excluded. See
"Conversion Feature-Class B Shares" above. An exchange will be treated as a
redemption and purchase for tax purposes. See "Shareholder Investment
Account-Exchange Privilege" in the Statement of Additional Information.

In order to exchange shares by telephone, you must authorize telephone
exchanges on your initial application form or by written notice to the Transfer
Agent and hold shares in non-certificate form. Thereafter, you may call the Fund
at (800) 225-1852 to execute a telephone exchange of shares, on weekdays, except
holidays, between the hours of 8:00 A.M. and 6:00 P.M., New York time. For your
protection and to prevent fraudulent exchanges, your telephone call

29
<PAGE>

will be recorded and you will be asked to provide your personal identification
number. A written confirmation of the exchange transaction will be sent to you.
Neither the Fund nor its agents will be liable for any loss, liability or cost
which results from acting upon instructions reasonably believed to be genuine
under the foregoing procedures. All exchanges will be made on the basis of the
relative NAV of the two funds next determined after the request is received in
good order. The Exchange Privilege is available only in states where the
exchange may legally be made.

If you hold shares through Prudential Securities, you must exchange your
shares by contacting your Prudential Securities financial adviser.

If you hold certificates, the certificates, signed in the name(s) shown on
the face of the certificates, must be returned in order for the shares to be
exchanged. See "How to Sell Your Shares" above.

You may also exchange shares by mail by writing to Prudential Mutual Fund
Services, Inc., Attention: Exchange Processing, P.O. Box 15010, New Brunswick,
New Jersey 08906-5010.

In periods of severe market or economic conditions the telephone exchange of
shares may be difficult to implement and you should make exchanges by mail by
writing to Prudential Mutual Fund Services, Inc. at the address noted above.

Special Exchange Privilege. A special exchange privilege is available for
shareholders who qualify to purchase Class A shares at NAV. See "Alternative
Purchase Plan-Class A Shares-Reduction and Waiver of Initial Sales Charges"
above. Under this exchange privilege, amounts representing any Class B and Class
C shares (which are not subject to a CDSC) held in such a shareholder's account
will be automatically exchanged for Class A shares on a quarterly basis, unless
the shareholder elects otherwise. It is currently anticipated that this exchange
will occur quarterly in February, May, August and November. Eligibility for this
exchange privilege will be calculated on the business day prior to the date of
the exchange. Amounts representing Class B or Class C shares which are not
subject to a CDSC include the following: (1) amounts representing Class B or
Class C shares acquired pursuant to the automatic reinvestment of dividends and
distributions, (2) amounts representing the increase in the net asset value
above the total amount of payments for the purchase of Class B or Class C shares
and (3) amounts representing Class B or Class C shares held beyond the
applicable CDSC period. Class B and Class C shareholders must notify the
Transfer Agent either directly or through Prudential Securities or Prusec that
they are eligible for this special exchange privilege.

The Exchange Privilege may be modified or terminated at any time on 60
days' notice to shareholders.

SHAREHOLDER SERVICES

In addition to the Exchange Privilege, as a shareholder of the Fund, you can
take advantage of the following additional services and privileges:

*Automatic Reinvestment of Dividends and/or Distributions Without a Sales
Charge. For your convenience, all dividends and distributions are automatically
reinvested in full and fractional shares of the Fund at NAV without a sales
charge. You may direct the Transfer Agent in writing not less than 5 full
business days prior to the record date to have subsequent dividends and/or
distributions sent in cash rather than reinvested. If you hold shares through
Prudential Securities, you should contact your financial adviser.

*Automatic Savings Accumulation Plan (ASAP). Under ASAP, you may make
regular purchases of the Fund's shares in amounts as little as $50 via an
automatic debit to a bank account or Prudential Securities account (including a
Command Account). For additional information about this service, you may contact
your Prudential Securities financial adviser, Prusec representative or the
Transfer Agent directly.

*Tax-Deferred Retirement Plans. Various tax-deferred retirement plans,
including a 401(k) plan, self-directed individual retirement accounts and
"tax-sheltered accounts" under Section 403(b)(7) of the Internal Revenue Code
are

30
<PAGE>

available through the Distributor. These plans are for use by both self-employed
individuals and corporate employers. These plans permit either self-direction of
accounts by participants, or a pooled account arrangement. Information regarding
the establishment of these plans, the administration, custodial fees and other
details is available from Prudential Securities or the Transfer Agent. If you
are considering adopting such a plan, you should consult with your own legal or
tax adviser with respect to the establishment and maintenance of such a plan.

*Systematic Withdrawal Plan. A systematic withdrawal plan is available to
shareholders which provides for monthly or quarterly checks. Withdrawals of
Class B and Class C shares may be subject to a CDSC. See "How to Sell Your
Shares-Contingent Deferred Sales Charges" above.

*Reports to Shareholders. The Fund will send you annual and semi-annual
reports. The financial statements appearing in annual reports are audited by
independent accountants. In order to reduce duplicate mailing and printing
expenses, the Fund will provide one annual and semi-annual shareholder report
and prospectus per household. You may request additional copies of such reports
by calling (800) 225-1852 or by writing to the Fund at One Seaport Plaza, New
York, New York 10292. In addition, monthly unaudited financial data is available
upon request from the Fund.

*Shareholder Inquiries. Inquiries should be addressed to the Fund at One
Seaport Plaza, New York, New York 10292, or by telephone at (800) 225-1852
(toll-free) or, from outside the U.S.A., at (908) 417-7555 (collect).

For additional information regarding the services and privileges described
above, see "Shareholder Investment Account" in the Statement of Additional
Information.

31
<PAGE>

- --------------------------------------------------------------------------------

THE PRUDENTIAL MUTUAL FUND FAMILY

- --------------------------------------------------------------------------------

Prudential Mutual Fund Management offers a broad range of mutual funds
designed to meet your individual needs. We welcome you to review the investment
options available through our family of funds. For more information on the
Prudential Mutual Funds, including charges and expenses, contact your Prudential
Securities financial adviser or Prusec representative or telephone the Fund at
(800) 225-1852 for a free prospectus. Read the prospectus carefully before you
invest or send money.

Taxable Bond Funds

Prudential Adjustable Rate Securities Fund, Inc.
Prudential Diversified Bond Fund, Inc.
Prudential GNMA Fund, Inc.
Prudential Government Income Fund, Inc.
Prudential Government Securities Trust
Intermediate Term Series
Prudential High Yield Fund, Inc.
Prudential Structured Maturity Fund, Inc.
Income Portfolio
Prudential U.S. Government Fund
The BlackRock Government Income Trust

Tax-Exempt Bond Funds

Prudential California Municipal Fund
California Series
California Income Series
Prudential Municipal Bond Fund
High Yield Series
Insured Series
Modified Term Series
Prudential Municipal Series Fund
Arizona Series
Florida Series
Georgia Series
Hawaii Income Series
Maryland Series
Massachusetts Series
Michigan Series
Minnesota Series
New Jersey Series
New York Series
North Carolina Series
Ohio Series
Pennsylvania Series
Prudential National Municipals Fund, Inc.

Global Funds

Prudential Europe Growth Fund, Inc.
Prudential Global Fund, Inc.
Prudential Global Genesis Fund, Inc.
Prudential Global Natural Resources Fund, Inc.
Prudential Intermediate Global Income Fund, Inc.
Prudential Pacific Growth Fund, Inc.
Prudential Short-Term Global Income Fund, Inc.
Global Assets Portfolio
Short-Term Global Income Portfolio
Global Utility Fund, Inc.

Equity Funds

Prudential Allocation Fund
Conservatively Managed Portfolio
Strategy Portfolio
Prudential Equity Fund, Inc.
Prudential Equity Income Fund
Prudential Growth Opportunity Fund, Inc.
Prudential IncomeVertible\'AE Fund, Inc.
Prudential Multi-Sector Fund, Inc.
Prudential Strategist Fund, Inc.
Prudential Utility Fund, Inc.
Nicholas-Applegate Fund, Inc.
Nicholas-Applegate Growth Equity Fund

Money Market Funds

* Taxable Money Market Funds
Prudential Government Securities Trust
Money Market Series
U.S. Treasury Money Market Series
Prudential Special Money Market Fund
Money Market Series
Prudential MoneyMart Assets

* Tax-Free Money Market Funds
Prudential Tax-Free Money Fund
Prudential California Municipal Fund
California Money Market Series
Prudential Municipal Series Fund
Connecticut Money Market Series
Massachusetts Money Market Series
New Jersey Money Market Series
New York Money Market Series

* Command Funds
Command Money Fund
Command Government Fund
Command Tax-Free Fund

* Institutional Money Market Funds
Prudential Institutional Liquidity Portfolio, Inc.
Institutional Money Market Series

A-1
<PAGE>

No dealer, sales representative or any other person has
been authorized to give any information or to make any
representations, other than those contained in this
Prospectus, in connection with the offer contained
herein, and, if given or made, such other information or
representations must not be relied upon as having been
authorized by the Fund or the Distributor. This
Prospectus does not constitute an offer by the Fund or
by the Distributor to sell or a solicitation of an offer to
buy any of the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make
such offer in such jurisdiction.

___________________________________________________________

TABLE OF CONTENTS
Page
----
FUND HIGHLIGHTS.............................. 2
Risk Factors and Special Characteristics .. 2
FUND EXPENSES................................ 4
FINANCIAL HIGHLIGHTS......................... 5
HOW THE FUND INVESTS......................... 8
Investment Objective and Policies.......... 8
Hedging and
Income Enhancement Strategies ........... 9
Other Investments and Policies............. 13
Investment Restrictions.................... 14
HOW THE FUND IS MANAGED...................... 14
Manager.................................... 14
Distributor................................ 15
Portfolio Transactions..................... 17
Custodian and Transfer and
Dividend Disbursing Agent................ 18
HOW THE FUND VALUES ITS SHARES............... 18
HOW THE FUND CALCULATES PERFORMANCE.......... 18
TAXES, DIVIDENDS AND DISTRIBUTIONS........... 19
GENERAL INFORMATION.......................... 21
Description of Common Stock................ 21
Additional Information..................... 21
SHAREHOLDER GUIDE............................ 21
How to Buy Shares of the Fund.............. 21
Alternative Purchase Plan.................. 22
How to Sell Your Shares.................... 25
Conversion Feature--Class B Shares......... 28
How to Exchange Your Shares................ 29
Shareholder Services....................... 30
THE PRUDENTIAL MUTUAL FUND FAMILY............A-1
________________________________________________
MF105A 440133D

________________________________________________
Class A: 743911-20-8
CUSIP Nos.: Class B: 743911-10-9
Class C: 743911-30-7
________________________________________________

Prudential
Utility
Fund, Inc.

Prudential Mutual Funds (LOGO)
Building Your Future
On Our StrengthSM

PROSPECTUS

March 1, 1995

<PAGE>
Prudential Mutual Funds
Supplement dated July 3, 1995

The following information supplements the prospectuses of each of the Funds
listed on the reverse.

SHAREHOLDER GUIDE

HOW TO BUY SHARES OF THE FUND

Reduction and Waiver of Initial Sales Charges.

PruArray Plans. Class A shares may be purchased at NAV by certain retirement
and deferred compensation plans, qualified or non-qualified under the Internal
Revenue Code of 1986, as amended, (the Code), including pension, profit-sharing,
stock-bonus or other employee benefit plans under Section 401 of the Code and
deferred compensation and annuity plans under Sections 457 and 403(b)(7) of the
Code that participate in the Transfer Agent's PruArray Program (a benefit plan
record keeping service) (hereafter referred to as a PruArray Plan); provided (i)
that the plan has at least $1 million in existing assets or 1,000 eligible
employees or participants and (ii) that Prudential Mutual Funds constitute at
least one-half of the plan's investment options. The term ``existing assets''
for this purpose includes stock issued by a PruArray Plan sponsor and shares of
non-money market Prudential Mutual Funds and shares of certain unaffiliated
non-money market mutual funds that participate in the PruArray Program
(Participating Funds). ``Existing assets'' also include shares of money market
funds acquired by exchange from a Participating Fund. After a PruArray Plan
qualifies to purchase Class A shares at NAV, all subsequent purchases will be
made at NAV.

<PAGE>

Listed below are the names of the Prudential Mutual Funds and the dates of
the prospectuses to which this supplement relates.

<TABLE>
<CAPTION>
Name of Fund Prospectus Date
<S> <C>
Prudential Adjustable Rate Securities Fund, Inc. June 26, 1995
Prudential Allocation Fund September 29, 1994
Prudential Diversified Bond Fund, Inc. January 3, 1995
(as supplemented June 20, 1995)
Prudential Equity Fund, Inc. February 28, 1995
Prudential Equity Income Fund December 30, 1994
Prudential Global Fund, Inc. January 3, 1995
Prudential Global Genesis Fund, Inc. August 1, 1994
Prudential Global Natural Resources Fund, Inc. August 1, 1994
Prudential GNMA Fund, Inc. March 2, 1995
Prudential Government Income Fund, Inc. May 1, 1995
Prudential Growth Opportunity Fund, Inc. February 1, 1995
Prudential High Yield Fund, Inc. February 28, 1995
Prudential IncomeVertible Fund, Inc. March 1, 1995
Prudential Intermediate Global Income Fund, Inc. March 2, 1995
Prudential Multi-Sector Fund, Inc. June 30, 1995
Prudential Pacific Growth Fund, Inc. January 3, 1995
Prudential Short-Term Global Income Fund, Inc.
Global Assets Portfolio January 3, 1995
Short-Term Global Income Fund January 3, 1995
Prudential Structured Maturity Fund, Inc. March 1, 1995
Prudential U.S. Government Fund January 3, 1995
Prudential Utility Fund, Inc. March 1, 1995
The BlackRock Government Income Trust November 1, 1994
(as supplemented December 30, 1994)
Global Utility Fund, Inc. February 1, 1995
Nicholas-Applegate Fund, Inc. March 6, 1995
</TABLE>

<PAGE>

PRUDENTIAL UTILITY FUND, INC.

Statement of Additional Information

March 1, 1995

Prudential Utility Fund, Inc. (the Fund), is an open-end, diversified
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. "Utility companies" include electric, gas, gas
pipeline, telephone, telecommunications, water and cable companies. In normal
circumstances, the Fund intends to invest at least 80% of its assets in such
securities. It is anticipated that the Fund will invest primarily in common
stocks of utility companies that the Subadviser believes have the potential for
high expected return; however, the Fund may invest primarily in preferred stocks
and debt securities of utility companies when it appears that the Fund will be
better able to achieve its investment objective through investments in such
securities, or when the Fund is temporarily in a defensive position. The
remaining 20% of its assets may be invested in other securities, including
stocks, debt obligations and money market instruments, as well as certain
derivative instruments. Moreover, should extraordinary conditions affecting such
sectors or securities markets as a whole warrant, the Fund may temporarily be
primarily invested in money market instruments. There can be no assurance that
the Fund's investment objective will be achieved. See "Investment Objective and
Policies."

The Fund's address is One Seaport Plaza, New York, New York 10292, and its
telephone number is (800) 225-1852.

This Statement of Additional Information is not a prospectus and should be
read in conjunction with the Fund's Prospectus dated March 1, 1995, a copy of
which may be obtained from the Fund upon request.

TABLE OF CONTENTS

Cross-reference
to page in
Page Prospectus
---- ---------------

General Information .................................. B-2 21
Investment Objective and Policies .................... B-2 8
Investment Restrictions .............................. B-11 14
Directors and Officers ............................... B-13 14
Manager .............................................. B-15 14
Distributor .......................................... B-17 15
Portfolio Transactions and Brokerage ................. B-19 17
Purchase and Redemption of Fund Shares ............... B-20 21
Shareholder Investment Account ....................... B-23 21
Net Asset Value ...................................... B-26 18
Taxes ................................................ B-27 19
Performance Information .............................. B-28 18
Custodian and Transfer and Dividend Disbursing Agent
and Independent Accountants ......................... B-29 18
Financial Statements ................................. B-31 -
Report of Independent Accountants .................... B-41 -

- --------------------------------------------------------------------------------
MF105B

<PAGE>

GENERAL INFORMATION

At a special meeting held on July 19, 1994, shareholders approved an
amendment to the Fund's Articles of Incorporation to change the Fund's name from
Prudential-Bache Utility Fund, Inc. to Prudential Utility Fund, Inc.

INVESTMENT OBJECTIVE AND POLICIES

The Fund's investment objective is to seek high current income and moderate
capital appreciation through investment in equity and debt securities of utility
companies. "Utility companies" include electric, gas, gas pipeline, telephone,
telecommunications, water and cable companies. In normal circumstances, the Fund
intends to invest at least 80% of its assets in such securities. There can be no
assurance that the Fund's investment objective will be achieved. It is
anticipated that the Fund will invest primarily in common stocks of utility
companies that the Subadviser believes have the potential for high expected
return; however, the Fund may invest primarily in preferred stocks and debt
securities of utility companies when it appears that the Fund will be better
able to achieve its investment objective through investments in such securities,
or when the Fund is temporarily in a defensive position. The remaining 20% of
its assets may be invested in other securities, including stocks, debt
obligations and money market instruments, as well as certain derivative
instruments. Moreover, should extraordinary conditions affecting such sectors or
securities markets as a whole warrant, the Fund may temporarily be primarily
invested in money market instruments. There can be no assurance that the Fund's
investment objective will be achieved. See "How the Fund Invests-Investment
Objective and Policies" in the Prospectus.

Borrowing

The Fund may borrow money for temporary, extraordinary or emergency purposes
or for the clearance of transactions. Such borrowings may not exceed 20% of the
value of the Fund's total assets when the loan is made. The Fund may pledge up
to 20% of its total assets to secure such borrowings.

Options on Equity Securities

The Fund may purchase put options only on equity securities held in its
portfolio and write call options on such securities only if they are covered,
and such call options must remain covered so long as the Fund is obligated as a
writer. The Fund has undertaken with certain state securities commissions that,
so long as shares of the Fund are registered in those states, it will not (a)
write puts having aggregate exercise prices greater than 25% of net assets; or
(b) purchase (i) put options on stocks not in the Fund's portfolio, (ii) put
options on stock indices or (iii) call options on stocks or stock indices if,
after such purchase, the aggregate premiums paid for such options currently
owned would exceed 10% of the Fund's net assets; provided, however, that the
Fund could purchase put options on stocks held by the Fund if after such
purchase the aggregate premium paid for such options does not exceed 20% of the
Fund's total assets.

The Fund may purchase put and call options and write covered call options on
equity securities traded on securities exchanges, on NASDAQ or in the
over-the-counter market (OTC options).

The Fund may purchase and write put and call options on stock indices traded
on securities exchanges, on NASDAQ or in the over-the-counter market.

Call Options on Stock. The Fund may, from time to time, write call options
on its portfolio securities. The Fund may write only call options which are
"covered," meaning that the Fund either owns the underlying security or has an
absolute and immediate right to acquire that security, without additional cash
consideration (or for additional cash consideration held in a segregated account
by its Custodian), upon conversion or exchange of other securities currently
held in its portfolio. In addition, the Fund will not permit the call to become
uncovered prior to the expiration of the option or termination through a closing
purchase transaction as described below. If the Fund writes a call option, the
purchaser of the option has the right to buy (and the Fund has the obligation to
sell) the underlying security at the exercise price throughout the term of the
option. The amount paid to the Fund by the purchaser of the option is the
"premium." The Fund's obligation to deliver the underlying security against
payment of the exercise price would terminate either upon expiration of the
option or earlier if the Fund were to effect a "closing purchase transaction"
through the purchase of an equivalent option on an exchange. There can be no
assurance that a closing purchase transaction can be effected.

The Fund would not be able to effect a closing purchase transaction after it
had received notice of exercise. In order to write a call option, the Fund is
required to comply with the rules of The Options Clearing Corporation and the
various exchanges with respect to collateral requirements. The Fund may not
purchase call options on individual stocks except in connection with a closing
purchase transaction. It is possible that the cost of effecting a closing
purchase transaction may be greater than the premium received by the Fund for
writing the option.

Put Options on Stock. The Fund may also purchase put and call options. If
the Fund purchases a put option, it has the option to sell a given security at a
specified price at any time during the term of the option. If the Fund purchases
a call option, it has the option to buy a security at a specified price at any
time during the term of the option.

B-2
<PAGE>

Purchasing put options may be used as a portfolio investment strategy when
the investment adviser perceives significant short-term risk but substantial
long-term appreciation for the underlying security. The put option acts as an
insurance policy, as it protects against significant downward price movement
while it allows full participation in any upward movement. If the Fund is
holding a security which it feels has strong fundamentals, but for some reason
may be weak in the near term, it may purchase a put on such security, thereby
giving itself the right to sell such security at a certain strike price
throughout the term of the option. Consequently, the Fund will exercise the put
only if the price of such security falls below the strike price of the put. The
difference between the put's strike price and the market price of the underlying
security on the date the Fund exercises the put, less transaction costs, will be
the amount by which the Fund will be able to hedge against a decline in the
underlying security. If during the period of the option the market price for the
underlying security remains at or above the put's strike price, the put will
expire worthless, representing a loss of the price the Fund paid for the put,
plus transaction costs. If the price of the underlying security increases, the
profit the Fund realizes on the sale of the security will be reduced by the
premium paid for the put option less any amount for which the put may be sold
prior to its expiration.

Stock Index Options

Except as described below, the Fund will write call options on indices only
if on such date it holds a portfolio of stocks at least equal to the value of
the index times the multiplier times the number of contracts. When the Fund
writes a call option on a broadly-based stock market index, the Fund will
segregate or put into escrow with its Custodian, or pledge to a broker as
collateral for the option, any combination of cash, cash equivalents or
"qualified securities" with a market value at the time the option is written of
not less than 100% of the current index value times the multiplier times the
number of contracts.

If the Fund has written an option on an industry or market segment index, it
will segregate or put into escrow with its Custodian, or pledge to a broker as
collateral for the option, one or more "qualified securities," all of which are
stocks of issuers in such industry or market segment, with a market value at the
time the option is written of not less than 100% of the current index value
times the multiplier times the number of contracts.

If at the close of business on any day the market value of such qualified
securities so segregated, escrowed or pledged falls below 100% of the current
index value times the multiplier times the number of contracts, the Fund will so
segregate, escrow or pledge an amount in cash, Treasury bills or other
high-grade short-term obligations equal in value to the difference. In addition,
when the Fund writes a call on an index which is in-the-money at the time the
call is written, the Fund will segregate with its Custodian or pledge to the
broker as collateral cash, U.S. Government or other high-grade short-term debt
obligations equal in value to the amount by which the call is in-the-money times
the multiplier times the number of contracts. Any amount segregated pursuant to
the foregoing sentence may be applied to the Fund's obligation to segregate
additional amounts in the event that the market value of the qualified
securities falls below 100% of the current index value times the multiplier
times the number of contracts. A "qualified security" is an equity security
which is listed on a securities exchange or listed on NASDAQ against which the
Fund has not written a stock call option and which has not been hedged by the
Fund by the sale of stock index futures. However, if the Fund holds a call on
the same index as the call written where the exercise price of the call held is
equal to or less than the exercise price of the call written or greater than the
exercise price of the call written if the difference is maintained by the Fund
in cash, Treasury bills or other high-grade short-term obligations in a
segregated account with its Custodian, it will not be subject to the
requirements described in this paragraph.

Futures Contracts and Options Thereon

Stock and Bond Index Futures. The Fund will purchase and sell stock and bond
index futures contracts as a hedge against changes resulting from market
conditions in the values of securities which are held in the Fund's portfolio or
which it intends to purchase or when they are economically appropriate for the
reduction of risks inherent in the ongoing management of the Fund. In instances
involving the purchase of stock or bond index futures contracts by the Fund, an
amount of cash, cash equivalents and U.S. Government securities, equal to the
market value of the futures contracts, will be deposited in a segregated account
with the Fund's Custodian and/or in a margin account with a broker to
collateralize the position and thereby insure that the use of such futures is
unleveraged.

Pursuant to the requirements of the Commodity Exchange Act, all futures
contracts and options thereon must be traded on an exchange. Therefore, as with
exchange-traded options, a clearing corporation is technically the counterparty
on every futures contract and option thereon.

Options on Stock and Bond Index Futures Contracts. In the case of options on
stock or bond index futures, the holder of the option pays a premium and
receives the right, upon exercise of the option at a specified price during the
option period, to assume a position in a stock or bond index futures contract (a
long position if the option is a call and a short position if the option is a
put). If

B-3
<PAGE>

the option is exercised by the holder before the last trading day during the
option period, the option writer delivers the futures position, as well as any
balance in the writer's futures margin account, which represents the amount by
which the market price of the stock or bond index futures contract at exercise
exceeds, in the case of a call, or is less than, in the case of a put, the
exercise price of the option on the stock or bond index future. If it is
exercised on the last trading day, the option writer delivers to the option
holder cash in an amount equal to the difference between the option exercise
price and the closing level of the relevant index on the date the option
expires.

Limitations on the Purchase and Sale of Stock Options, Options on Indices, and
Stock and Bond Index Futures and Options Thereon

Under regulations of the Commodity Exchange Act, investment companies
registered under the Investment Company Act of 1940, as amended (the Investment
Company Act), are exempt from the definition of "commodity pool operator",
subject to compliance with certain conditions. The exemption is conditioned upon
the Fund's purchasing and selling futures contracts and options thereon for bona
fide hedging transactions, except that the Fund may purchase and sell futures
and options thereon for any other purpose to the extent that the aggregate
initial margin and option premiums do not exceed 5% of the liquidation value of
the Fund's total assets.

Risks of Transactions in Stock Options. Writing of options involves the risk
that there will be no market in which to effect a closing transaction. An
exchange traded option may be closed out only on an exchange, board of trade or
other trading facility which provides a secondary market for an option of the
same series. Although the Fund will generally purchase or write only those
exchange-traded options for which there appears to be an active secondary
market, there is no assurance that a liquid secondary market on an exchange will
exist for any particular option, or at any particular time, and for some options
no secondary market on an exchange may exist. In such event it might not be
possible to effect closing transactions in particular exchange-traded options,
with the result that the Fund would have to exercise its options in order to
realize any profit and would incur brokerage commissions upon the exercise of
call options and upon the subsequent disposition of underlying securities
acquired through the exercise of call options or upon the purchase of underlying
securities for the exercise of put options. If the Fund as a covered call option
writer is unable to effect a closing purchase transaction in a secondary market,
it will not be able to sell the underlying security until the option expires or
it delivers the underlying security upon exercise.

In the case of OTC options, it is not possible to effect a closing
transaction in the same manner as exchange-traded options because a clearing
corporation is not interposed between the buyer and seller of the option. When
the Fund writes an OTC option, it generally will be able to close out the OTC
option prior to its expiration only by entering into a closing purchase
transaction with the dealer with which the Fund originally wrote the OTC option.
Any such cancellation, if agreed to, may require the Fund to pay a premium to
the counterparty. While the Fund will enter into OTC options only with dealers
which agree to, and which are expected to be capable of, entering into closing
transactions with the Fund, there can be no assurance that the Fund will be able
to liquidate an OTC option at a favorable price at any time prior to expiration.
Until the Fund is able to effect a closing purchase transaction in a covered OTC
call option the Fund has written, it will not be able to liquidate securities
used as cover until the option expires or is exercised or different cover is
substituted. Alternatively, the Fund could write an OTC call option to, in
effect, close an existing OTC call option or write an OTC put option to close
its position on an OTC put option. However, the Fund would remain exposed to
each counterparty's credit risk on the put or call until such option is
exercised or expires. There is no guarantee that the Fund will be able to write
put or call options, as the case may be, that would effectively close an
existing position. In the event of insolvency of the counterparty, the Fund may
be unable to liquidate an OTC option.

As discussed above, an OTC option is a direct contractual relationship with
another party. Consequently, in entering into OTC options, the Fund will be
exposed to the risk that the counterparty will default on, or be unable to
complete, due to bankruptcy or otherwise, its obligation on the option. In such
an event, the Fund may lose the benefit of the transaction. The value of an OTC
option to the Fund is dependent upon the financial viability of the
counterparty. If the Fund decides to enter into transactions in OTC options, the
Subadviser will take into account the credit quality of counterparties in order
to limit the risk of default by the counterparty.

The staff of the Securities and Exchange Commission (SEC) has taken the
position that purchased OTC options and the assets used as "cover" for written
OTC options are illiquid securities unless the Fund and the counterparty have
provided for the

B-4
<PAGE>

Fund, at the Fund's election, to unwind the OTC option. The exercise of such an
option ordinarily would involve the payment by the Fund of an amount designed to
reflect the counterparty's economic loss from an early termination, but does
allow the Fund to treat the assets used as "cover" as "liquid."

Risks of Options on Indices. The Fund's purchase and sale of options on
indices will be subject to risks described above under "Risks of Transactions in
Stock Options." In addition, the distinctive characteristics of options on
indices create certain risks that are not present with stock options.

Because the value of an index option depends upon movements in the level of
the index rather than the price of a particular security, whether the Fund will
realize a gain or loss on the purchase or sale of an option on an index depends
upon movements in the level of prices in the market in which the securities
comprising the index are traded generally or in an industry or market segment
rather than movements in the price of a particular security. Accordingly,
successful use by the Fund of options on indices would be subject to the
investment adviser's ability to predict correctly movements in the direction of
the market generally or of a particular industry. This requires different skills
and techniques than predicting changes in the price of individual securities.
The investment adviser currently uses such techniques in conjunction with the
management of other mutual funds.

Index prices may be distorted if trading of certain securities included in
the index is interrupted. Trading in index options also may be interrupted in
certain circumstances, such as if trading were halted in a substantial number of
securities included in the index. If this occurred, the Fund would not be able
to close out options which it had purchased or written and, if restrictions on
exercise were imposed, may be unable to exercise an option it holds, which could
result in substantial losses to the Fund. It is the Fund's policy to purchase or
write options only on indices which include a number of securities sufficient to
minimize the likelihood of a trading halt in the index, such as the S&P 100 or
S&P 500 index option.

Trading in index options commenced in April 1983 with the S&P 100 option
(formerly called the CBOE 100). Since that time a number of additional index
option contracts have been introduced including options on industry indices.
Although the markets for certain index option contracts have developed rapidly,
the markets for other index options are still relatively illiquid. The ability
to establish and close out positions on such options will be subject to the
development and maintenance of a liquid secondary market. It is not certain that
this market will develop in all index option contracts. The Fund will not
purchase or sell any index option contract unless and until, in the investment
adviser's opinion, the market for such options has developed sufficiently that
the risk in connection with these transactions is no greater than the risk in
connection with options on stocks.

Special Risks of Writing Calls on Indices. Because exercises of index
options are settled in cash, a call writer such as the Fund cannot determine the
amount of its settlement obligations in advance and, unlike call writing on
specific stocks, cannot provide in advance for, or cover, its potential
settlement obligations by acquiring and holding the underlying securities.
However, the Fund will write call options on indices only under the
circumstances described above under "Stock Index Options."

Price movements in the Fund's portfolio probably will not correlate
precisely with movements in the level of a particular index and, therefore, the
Fund bears the risk that the price of the securities held by the Fund may not
increase as much as the index. In such an event, the Fund would bear a loss on
the call which is not completely offset by movements in the price of the Fund's
portfolio. It is also possible that the index may rise when the price of the
Fund's portfolio does not rise. If this occurred, the Fund would experience a
loss on the call which is not offset by an increase in the value of its
portfolio and might also experience a loss in its portfolio. However, because
the value of a diversified portfolio will, over time, tend to move in the same
direction as the market, movements in the value of the Fund in the opposite
direction as the market would be likely to occur for only a short period or to a
small degree.

Unless the Fund has other liquid assets which are sufficient to satisfy the
exercise of a call, the Fund would be required to liquidate portfolio securities
in order to satisfy the exercise. Because an exercise must be settled within
hours after receiving the notice of exercise, if the Fund fails to anticipate an
exercise, it may have to borrow from a bank (in amounts not exceeding 20% of the
Fund's total assets) pending settlement of the sale of securities in its
portfolio and would incur interest charges thereon.

When the Fund has written a call, there is also a risk that the market may
decline between the time the Fund has a call exercised against it, at a price
which is fixed as of the closing level of the index on the date of exercise, and
the time the Fund is able to sell securities in its portfolio. As with stock
options, the Fund will not learn that an index option has been exercised until
the day following the exercise date but, unlike a call on stock where the Fund
would be able to deliver the underlying securities in settlement, the Fund may
have to sell part of its portfolio in order to make settlement in cash, and the
price of such securities might decline before they can be sold. This timing risk
makes certain strategies involving more than one option substantially more risky
with index options than with stock or bond options. For example, even if an
index call which the Fund has written is "covered" by an index call held by the
Fund with the same strike price, the Fund will bear the risk that the level of
the index may decline between the close of trading on the date the exercise
notice is filed with the clearing corporation and the close of trading on the
date the Fund exercises the call it holds or the time the Fund sells the call
which in either case would occur no earlier than the day following the day the
exercise notice was filed.

B-5
<PAGE>

Special Risks of Purchasing Puts and Calls on Indices. If the Fund holds an
index option and exercises it before final determination of the closing index
value for that day, it runs the risk that the level of the underlying index may
change before closing. If such a change causes the exercised option to fall
out-of-the-money, the Fund will be required to pay the difference between the
closing index value and the exercise price of the option (times the applicable
multiple) to the assigned writer. Although the Fund may be able to minimize this
risk by withholding exercise instructions until just before the daily cutoff
time or by selling rather than exercising an option when the index level is
close to the exercise price, it may not be possible to eliminate this risk
entirely because the cutoff times for index options may be earlier than those
fixed for other types of options and may occur before definitive closing index
values are announced.

Risks of Transactions in Options on Stock and Bond Index Futures. There are
several risks in connection with the use of options on stock and bond index
futures contracts as a hedging device. The correlation between the price of the
futures contract and the movements in the index may not be perfect. Therefore, a
correct forecast of interest rates and other factors affecting markets for
securities may still not result in a successful hedging transaction.

Futures prices often are extremely volatile so successful use of options on
stock or bond index futures contracts by the Fund is also subject to the ability
of the Fund's investment adviser to predict correctly movements in the direction
of markets, changes in supply and demand, interest rates, international
political and economic policies, and other factors affecting the stock and bond
markets generally. For example, if the Fund has hedged against the possibility
of a decrease in an index which would adversely affect the price of securities
in its portfolio and the price of such securities increases instead, then the
Fund will lose part or all of the benefit of the increased value of its
securities because it will have offsetting losses in its futures positions. In
addition, in such situations, if the Fund has insufficient cash to meet daily
variation margin requirements, it may need to sell securities to meet such
requirements at a time when it is disadvantageous to do so. Such sales of
securities may be, but will not necessarily be, at increased prices which
reflect the rising market.

The hours of trading of options on stock or bond index futures contracts may
not conform to the hours during which the Fund may trade the underlying
securities. To the extent the futures markets close before the securities
markets, significant price and rate movements can take place in the securities
markets that cannot be reflected in the futures markets.

Options on stock and bond index futures contracts are highly leveraged and
the specific market movements of the contract underlying an option cannot be
predicted. Options on futures must be bought and sold on exchanges. Although the
exchanges provide a means of selling an option previously purchased or of
liquidating an option previously written by an offsetting purchase, there can be
no assurance that a liquid market will exist for a particular option at a
particular time. If such a market does not exist, the Fund, as the holder of an
option on futures contracts, would have to exercise the option and comply with
the margin requirements for the underlying futures contract to realize any
profit, and if the Fund were the writer of the option, its obligation would not
terminate until the option expired or the Fund was assigned an exercise notice.

Forward Foreign Currency Exchange Contracts

Since investments in foreign companies will usually involve currencies of
foreign countries, and since the Fund may hold funds in bank deposits in foreign
currencies, the value of the assets of the Fund as measured in U.S. dollars may
be affected favorably or unfavorably by changes in foreign currency rates and
exchange control regulations, and the Fund may incur costs in connection with
conversions between various currencies. The Fund will conduct its foreign
currency exchange transactions on a spot (i.e., cash) basis at the spot rate
prevailing in the foreign currency exchange market, or through entering into
forward contracts to purchase or sell foreign currencies. A forward foreign
currency exchange contract involves an obligation to purchase or sell a specific
currency at a future date, which may be any fixed number of days from the date
of the contract agreed upon by the parties, at a price set at the time of the
contract. A forward contract generally has no deposit requirement, and no
commissions are charged at any stage for such trades.

Forward foreign currency exchange contracts are traded in the interbank
market conducted directly between currency traders (usually large commercial
banks) and their customers. They are not traded on exchanges regulated by the
CFTC or SEC. As a result, many of the protections afforded to exchange
participants will not be available.

The Fund may enter into forward foreign currency exchange contracts in
several circumstances. When the Fund enters into a contract for the purchase or
sale of a security denominated in a foreign currency, or when the Fund
anticipates the receipt in a foreign currency of dividends or interest payments
on a security which it holds, the Fund may desire to "lock-in" the U.S. dollar
price of the security or the U.S. dollar equivalent of such dividend or interest
payment, as the case may be. By entering into a forward contract for a fixed
amount of dollars for the purchase or sale of the amount of foreign currency
involved in the underlying transactions, the Fund will be able to protect itself
against a possible loss resulting from an adverse change in the relationship
between the U.S. dollar and the subject foreign currency during the period
between the date on which the security is purchased or sold, or on which the
dividend or interest payment is declared, and the date on which such payments
are made or received.

B-6
<PAGE>

Additionally, when the investment adviser believes that the currency of a
particular foreign country may suffer a substantial decline against the U.S.
dollar, the Fund may enter into a forward contract for a fixed amount of
dollars, to sell the amount of foreign currency approximating the value of some
or all of the Fund's portfolio securities denominated in such foreign currency.
The precise matching of the forward contract amounts and the value of the
securities involved will not generally be possible since the future value of
securities in foreign currencies will change as a consequence of market
movements in the value of those securities between the date on which the forward
contract is entered into and the date it matures. The projection of short-term
currency market movement is extremely difficult and the successful execution of
a short-term hedging strategy is highly uncertain. The Fund will not enter into
such forward contracts or maintain a net exposure to such contracts where the
consummation of the contracts would obligate the Fund to deliver an amount of
foreign currency in excess of the value of the Fund's portfolio securities or
other assets denominated in that currency. Under normal circumstances,
consideration of the prospect for currency parities will be incorporated into
the long-term investment decisions made with regard to overall diversification
strategies. However, the Fund believes that it is important to have the
flexibility to enter into such forward contracts when it determines that the
best interests of the Fund will thereby be served. The Fund's Custodian will
place cash or liquid equity or debt securities into a segregated account of the
Fund in an amount equal to the value of the Fund's total assets committed to the
consummation of forward foreign currency exchange contracts. If the value of the
securities placed in the segregated account declines, additional cash or
securities will be placed in the account on a daily basis so that the value of
the account will equal the amount of the Fund's commitments with respect to such
contracts.

The Fund generally will not enter into a forward contract with a term of
greater than one year. At the maturity of a forward contract, the Fund may
either sell the portfolio security and make delivery of the foreign currency, or
it may retain the security and terminate its contractual obligation to deliver
the foreign currency by purchasing an "offsetting" contract with the same
currency trader obligating it to purchase, on the same maturity date, the same
amount of the foreign currency.

It is impossible to forecast with absolute precision the market value of a
particular portfolio security at the expiration of the contract. Accordingly, it
may be necessary for the Fund to purchase additional foreign currency on the
spot market (and bear the expense of such purchase) if the market value of the
security is less than the amount of foreign currency that the Fund is obligated
to deliver and if a decision is made to sell the security and make delivery of
the foreign currency.

If the Fund retains the portfolio security and engages in an offsetting
transaction, the Fund will incur a gain or a loss (as described below) to the
extent that there has been movement in forward contract prices. Should forward
prices decline during the period between the Fund's entering into a forward
contract for the sale of a foreign currency and the date it enters into an
offsetting contract for the purchase of the foreign currency, the Fund will
realize a gain to the extent that the price of the currency it has agreed to
sell exceeds the price of the currency it has agreed to purchase. Should forward
contract prices increase, the Fund will suffer a loss to the extent that the
price of the currency it has agreed to purchase exceeds the price of the
currency it has agreed to sell.

The Fund's dealing in forward foreign currency exchange contracts will be
limited to the transactions described above. Of course, the Fund is not required
to enter into such transactions with regard to its foreign currency-denominated
securities. It also should be realized that this method of protecting the value
of the Fund's portfolio securities against a decline in the value of a currency
does not eliminate fluctuations in the underlying prices of the securities which
are unrelated to exchange rates. It simply establishes a rate of exchange which
one can achieve at some future point in time. Additionally, although such
contracts tend to minimize the risk of loss due to a decline in the value of the
hedged currency, at the same time, they tend to limit any potential gain which
might result should the value of such currency increase.

Although the Fund values its assets daily in terms of U.S. dollars, it does
not intend physically to convert its holdings of foreign currencies into U.S.
dollars on a daily basis. It will do so from time to time, and investors should
be aware of the costs of currency conversion. Although foreign exchange dealers
do not charge a fee for conversion, they do realize a profit based on the
difference (the spread) between the prices at which they are buying and selling
various currencies. Thus, a dealer may offer to sell a foreign currency to the
Fund at one rate, while offering a lesser rate of exchange should the Fund
desire to resell that currency to the dealer.

Options on Foreign Currencies

Instead of purchasing or selling futures or forward currency exchange
contracts, the Fund may attempt to accomplish similar objectives by purchasing
put or call options on currencies either on exchanges or in over-the-counter
markets or by writing put options or covered call options on currencies. A put
option gives the Fund the right to sell a currency at the exercise price until
the option expires. A call option gives the Fund the right to purchase a
currency at the exercise price until the option expires. Both options serve to
insure against adverse currency price movements in the underlying portfolio
assets designated in a given currency. Currency options traded on U.S. or other
exchanges may be subject to position limits which may limit the ability of the
Fund to fully hedge its positions by purchasing such options.

B-7
<PAGE>

The Fund may hedge against the risk of a decrease or increase in the U.S.
dollar value of a foreign currency denominated security which the Fund owns or
intends to acquire by purchasing or selling options contracts, futures contracts
or options thereon with respect to a foreign currrency other than the foreign
currency in which such security is denominated, where the values of such
different currencies (vis-a-vis the U.S. dollar) historically have a high degree
of positive correlation.

Risk of Transactions in Exchange Traded Options

An option position may be closed out only on an exchange, board of trade or
other trading facility which provides a secondary market for an option of the
same series. Although the Fund will generally purchase or write only those
options for which there appears to be an active secondary market, there is no
assurance that a liquid secondary market on an exchange will exist for any
particular option, or at any particular time, and for some options no secondary
market on an exchange or otherwise may exist. In such event it might not be
possible to effect closing transactions in particular options, with the result
that the Fund would have to exercise its options in order to realize any profits
and would incur brokerage commissions upon the exercise of call options and upon
the subsequent disposition of underlying currencies acquired through the
exercise of call options or upon the purchase of underlying currencies for the
exercise of put options. If the Fund, as a covered call option writer, is unable
to effect a closing purchase transaction in a secondary market, it will not be
able to sell the underlying currency until the option expires or it delivers the
underlying currency upon exercise.

Reasons for the absence of a liquid secondary market on an exchange include
the following: (i) there may be insufficient trading interest in certain
options; (ii) restrictions may be imposed by an exchange on opening transactions
or closing transactions or both; (iii) trading halts, suspensions or other
restrictions may be imposed with respect to particular classes or series of
options; (iv) unusual or unforeseen circumstances may interrupt normal
operations on an exchange; (v) the facilities of an exchange or a clearing
corporation may not at all times be adequate to handle current trading or
volume; or (vi) one or more exchanges could, for economic or other reasons,
decide or be compelled at some future date to discontinue the trading of options
(or a particular class or series of options), in which event the secondary
market on that exchange (or in the class or series of options) would cease to
exist, although outstanding options on that exchange that had been issued by a
clearing corporation as a result of trades on that exchange would continue to be
exercisable in accordance with their terms. There is no assurance that higher
than anticipated trading activity or other unforeseen events might not, at
times, render certain of the facilities of any of the clearing corporations
inadequate, and thereby result in the institution by an exchange of special
procedures which may interfere with the timely execution of customers' orders.
The Fund intends to purchase and sell only those options which are cleared by a
clearinghouse whose facilities are considered to be adequate to handle the
volume of options transactions.

Risks of Options on Foreign Currencies

Options on foreign currencies involve the currencies of two nations and,
therefore, developments in either or both countries can affect the values of
options on foreign currencies. Risks include those described in the Prospectus
under "How the Fund Invests - Hedging and Income Enhancement Strategies,"
including government actions affecting currency valuation and the movements of
currencies from one country to another. The quantity of currency underlying
option contracts represents odd lots in a market dominated by transactions
between banks; this can mean extra transaction costs upon exercise. Options
markets may be closed while round-the-clock interbank currency markets are open.
This can create price and rate discrepancies.

Risks of Transactions in Futures Contracts on Foreign Currencies

There are several risks in connection with the use of futures contracts as a
hedging device. Due to the imperfect correlation between the price of futures
contracts and movements in the currency or group of currencies, the price of a
futures contract may move more or less than the price of the currencies being
hedged. Therefore, a correct forecast of currency rates, market trends or
international political trends by the Manager or Subadviser may still not result
in a successful hedging transaction.

Although the Fund will purchase or sell futures contracts only on exchanges
where there appears to be an adequate secondary market, there is no assurance
that a liquid secondary market on an exchange will exist for any particular
contract or at any particular time. Accordingly, there can be no assurance that
it will be possible, at any particular time, to close a futures position. In the
event the Fund could not close a futures position and the value of such position
declined, the Fund would be required to continue to make daily cash payments of
variation margin. There is no guarantee that the price movements of the
portfolio securities denominated in foreign currencies will, in fact, correlate
with the price movements in the futures contracts and thus provide an offset to
losses on a futures contract. Currently, futures contracts are available on the
Australian Dollar, British Pound, Canadian Dollar, French Franc, Japanese Yen,
Swiss Franc, German Mark and Eurodollar.

Successful use of futures contracts by the Fund is also subject to the
ability of the Fund's Manager or Subadviser to predict correctly movements in
the direction of markets and other factors affecting currencies generally. For
example, if the Fund has

B-8
<PAGE>

hedged against the possibility of an increase in the price of securities in its
portfolio and the price of such securities increases instead, the Fund will lose
part or all of the benefit of the increased value of its securities because it
will have offsetting losses in its futures positions. In addition, in such
situations, if the Fund has insufficient cash to meet daily variation margin
requirements, it may need to sell securities to meet such requirements. Such
sales of securities may be, but will not necessarily be, at increased prices
which reflect the rising market. The Fund may have to sell securities at a time
when it is disadvantageous to do so.

The hours of trading of futures contracts may not conform to the hours
during which the Fund may trade the underlying securities. To the extent that
the futures markets close before the securities markets, significant price and
rate movements can take place in the securities markets that cannot be reflected
in the futures markets.

Options on Futures Contracts on Foreign Currencies

An option on a futures contract gives the purchaser the right, but not the
obligation, to assume a position in a futures contract (a long position if the
option is a call and a short position if the option is a put) at a specified
exercise price at any time during the option exercise period. The writer of the
option is required upon exercise to assume an offsetting futures position (a
short position if the option is a call and a long position if the option is a
put). Upon exercise of the option, the assumption of offsetting futures
positions by the writer and holder of the option will be accompanied by delivery
of the accumulated cash balance in the writer's futures margin account which
represents the amount by which the market price of the futures contract, at
exercise, exceeds, in the case of a call, or is less than, in the case of a put,
the exercise price of the option on the futures contract. Currently options are
available with futures contracts on the Australian Dollar, British Pound,
Canadian Dollar, French Franc, Japanese Yen, Swiss Franc, German Mark and
Eurodollar.

The holder or writer of an option may terminate its position by selling or
purchasing an option of the same series. There is no guarantee that such closing
transactions can be effected.

Limitations on Purchase and Sale of Options on Foreign Currencies and Futures
Contracts on Foreign Currencies

The Fund will write put options on foreign currencies and futures contracts
on foreign currencies only if they are covered by segregating with the Fund's
Custodian an amount of cash or short-term investments equal to the aggregate
exercise price of the puts. The Fund will not (a) write puts having aggregate
exercise prices greater than 25% of total net assets; or (b) purchase (i) put
options on currencies or futures contracts on foreign currencies or (ii) call
options on foreign currencies if, after any such purchase, the aggregate
premiums paid for such options would exceed 10% of the Fund's total net assets.

The Fund intends to engage in futures contracts and options on futures
contracts as a hedge against changes in the value of the currencies to which the
Fund is subject or to which the Fund expects to be subject in connection with
futures purchases. The Fund also intends to engage in such transactions when
they are economically appropriate for the reduction of risks inherent in the
ongoing management of the Fund.

Position Limits

Transactions by the Fund in futures contracts and options will be subject to
limitations, if any, established by each of the exchanges, boards of trade or
other trading facilities (including NASDAQ) governing the maximum number of
options in each class which may be written or purchased by a single investor or
group of investors acting in concert, regardless of whether the options are
written on the same or different exchanges, boards of trade or other trading
facilities or are held or written in one or more accounts or through one or more
brokers. Thus, the number of futures contracts and options which the Fund may
write or purchase may be affected by the futures contracts and options written
or purchased by other investment advisory clients of the investment adviser. An
exchange, board of trade or other trading facility may order the liquidation of
positions found to be in excess of these limits, and it may impose certain other
sanctions.

Repurchase Agreements

The Fund may, on occasion, enter into repurchase agreements, wherein the
seller agrees to repurchase a security from the Fund at a mutually agreed-upon
time and price. The period of maturity is usually quite short, possibly
overnight or a few days, although it may extend over a number of months. The
resale price is in excess of the purchase price, reflecting an agreed-upon rate
of return effective for the period of time the Fund's money is invested in the
security. The Fund's repurchase agreements will at all times be fully
collateralized in an amount at least equal to the purchase price, including
accrued interest earned on the underlying securities. The instruments held as
collateral are valued daily, and if the value of instruments declines, the Fund
will require additional collateral. If the seller defaults and the value of the
collateral securing the repurchase agreement declines, the Fund may

B-9
<PAGE>

incur a loss. The Fund participates in a joint repurchase account with other
investment companies managed by Prudential Mutual Fund Management, Inc. (PMF)
pursuant to an order of the SEC.

Defensive Strategy

When conditions dictate a defensive strategy, the Fund may invest in money
market instruments, including commercial paper of domestic corporations,
certificates of deposit, bankers' acceptances and other obligations of domestic
banks (including foreign branches), and obligations issued or guaranteed by the
U.S. Government, its instrumentalities or its agencies. Investments in foreign
branches of domestic banks may be subject to certain risks, including future
political and economic developments, the possible imposition of withholding
taxes on interest income, the seizure or nationalization of foreign deposits and
foreign exchange controls or other restrictions. The Fund may also invest in
short-term municipal obligations, such as tax, bond and revenue anticipation
notes, construction loan and project financing notes and tax-exempt commercial
paper. When cash may be available only for a few days, it may be invested by the
Fund in repurchase agreements until such time as it may otherwise be invested or
used for payment of obligations of the Fund. See "Repurchase Agreements."

Portfolio Turnover

The Fund expects that its portfolio turnover rate may exceed 100%, although
such rate is not expected to exceed 200%. The portfolio's turnover rate is
computed by dividing the lesser of portfolio purchases or sales (excluding all
securities whose maturities at acquisition were one year or less) by the average
value of the portfolio. High portfolio turnover involves correspondingly greater
brokerage commissions and other transaction costs, which are borne directly by
the Fund.

Lending of Securities

Consistent with applicable regulatory requirements, the Fund may lend its
portfolio securities to brokers, dealers and financial institutions, provided
that outstanding loans do not exceed in the aggregate 33% of the value of the
Fund's total assets and provided that such loans are callable at any time by the
Fund and are at all times secured by cash or equivalent collateral that is equal
to at least the market value, determined daily, of the loaned securities. The
advantage of such loans is that the Fund continues to receive payments in lieu
of the interest and dividends on the loaned securities, while at the same time
earning interest either directly from the borrower or on the collateral which
will be invested in short-term obligations.

A loan may be terminated by the borrower on one business day's notice or by
the Fund at any time. If the borrower fails to maintain the requisite amount of
collateral, the loan automatically terminates, and the Fund could use the
collateral to replace the securities while holding the borrower liable for any
excess of replacement cost over collateral. As with any extensions of credit,
there are risks of delay in recovery and in some cases loss of rights in the
collateral should the borrower of the securities fail financially. However,
these loans of portfolio securities will only be made to firms determined to be
creditworthy pursuant to procedures approved by the Board of Directors of the
Fund. On termination of the loan, the borrower is required to return the
securities to the Fund, and any gain or loss in the market price during the loan
would inure to the Fund.

Since voting or consent rights which accompany loaned securities pass to the
borrower, the Fund will follow the policy of calling the loan, in whole or in
part as may be appropriate, to permit the exercise of such rights if the matters
involved would have a material effect on the Fund's investment in the securities
which are the subject of the loan. The Fund will pay reasonable finders',
administrative and custodial fees in connection with a loan of its securities or
may share the interest earned on collateral with the borrower.

Illiquid Securities

The Fund may not invest more than 10% of its net assets in repurchase
agreements which have a maturity of longer than seven days or in other illiquid
securities, including securities that are illiquid by virtue of the absence of a
readily available market (either within or outside of the United States) or
legal or contractual restrictions on resale. Historically, illiquid securities
have included securities subject to contractual or legal restrictions on resale
because they have not been registered under the Securities Act of 1933, as
amended (Securities Act), securities which are otherwise not readily marketable
and repurchase agreements having a maturity of longer than seven days.
Securities which have not been registered under the Securities Act are referred
to as private placements or restricted securities and are purchased directly
from the issuer or in the secondary market. Mutual funds do not typically hold a
significant amount of restricted or other illiquid securities because of the
potential for delays on resale and uncertainty in valuation. Limitations on
resale may have an adverse effect on the marketability of portfolio securities
and a mutual fund might be unable to dispose of restricted or other illiquid
securities promptly or at reasonable prices and might thereby experience
difficulty satisfying redemptions within seven days. A mutual fund might also
have to register such restricted securities in order to dispose of them,
resulting in additional expense and delay. Adverse market conditions could
impede such a public offering of securities.

In recent years, however, a large institutional market has developed for
certain securities that are not registered under the Securities Act including
repurchase agreements, commercial paper, foreign securities, municipal
securities, convertible

B-10
<PAGE>

securities and corporate bonds and notes. Institutional investors depend on an
efficient institutional market in which the unregistered security can be readily
resold or on an issuer's ability to honor a demand for repayment. The fact that
there are contractual or legal restrictions on resale to the general public or
to certain institutions may not be indicative of the liquidity of such
investments.

Rule 144A under the Securities Act allows for a broader institutional
trading market for securities otherwise subject to restriction on resale to the
general public. Rule 144A establishes a "safe harbor" from the registration
requirements of the Securities Act for resales of certain securities to
qualified institutional buyers. The investment adviser anticipates that the
market for certain restricted securities such as institutional commercial paper
and foreign previously government-owned utility company securities will expand
further as a result of this new regulation and the development of automated
systems for the trading, clearance and settlement of unregistered securities of
domestic and foreign issuers, such as the PORTAL System sponsored by the
National Association of Securities Dealers, Inc.

Restricted securities eligible for resale pursuant to Rule 144A under the
Securities Act and commercial paper for which there is a readily available
market will not be deemed to be illiquid. The investment adviser will monitor
the liquidity of such restricted securities subject to the supervision of the
Board of Directors. In reaching liquidity decisions, the investment adviser will
consider, inter alia, the following factors: (1) the frequency of trades and
quotes for the security; (2) the number of dealers wishing to purchase or sell
the security and the number of other potential purchasers; (3) dealer
undertakings to make a market in the security; and (4) the nature of the
security and the nature of the marketplace trades (e.g., the time needed to
dispose of the security, the method of soliciting offers and the mechanics of
the transfer). In addition, in order for commercial paper that is issued in
reliance on Section 4(2) of the Securities Act to be considered liquid, (i) it
must be rated in one of the two highest rating categories by at least two
nationally recognized statistical rating organizations (NRSRO), or if only one
NRSRO rates the securities, by that NRSRO, or, if unrated, be of comparable
quality in the view of the investment adviser; and (ii) it must not be "traded
flat" (i.e., without accrued interest) or in default as to principal or
interest. Repurchase agreements subject to demand are deemed to have a maturity
equal to the notice period.

INVESTMENT RESTRICTIONS

The following restrictions are fundamental policies. Fundamental policies
are those which cannot be changed without the approval of the holders of a
majority of the Fund's outstanding voting securities. A "majority of the Fund's
outstanding voting securities," when used in this Statement of Additional
Information, means the lesser of (i) 67% of the voting shares represented at a
meeting at which more than 50% of the outstanding voting shares are present in
person or represented by proxy or (ii) more than 50% of the outstanding voting
shares.

The Fund may not:

1. Purchase any security (other than obligations of the U.S. Government, its
agencies, or instrumentalities) if as a result with respect to 75% of the Fund's
total assets, more than 5% of the Fund's total assets (taken at current value)
would then be invested in securities of a single issuer; the Fund will
concentrate its investments in utility stocks as described under "Investment
Objective and Policies."

2. Purchase securities on margin (but the Fund may obtain such short-term
credits as may be necessary for the clearance of transactions); the deposit or
payment by the Fund of initial or maintenance margin in connection with options,
futures contracts, options on futures contracts, forward foreign currency
exchange contracts or options on currencies is not considered the purchase of a
security on margin.

3. Make short sales of securities or maintain a short position, unless at
all times when a short position is open it owns an equal amount of such
securities or securities convertible into or exchangeable, without payment of
any further consideration, for securities of the same issue as, and equal in
amount to, the securities sold short, and unless not more than 25% of the Fund's
net assets (taken at current value) is held as collateral for such sales at any
one time.

4. Issue senior securities, borrow money or pledge its assets, except that
the Fund may borrow up to 20% of the value of its total assets (calculated when
the loan is made) for temporary, extraordinary or emergency purposes or for the
clearance of transactions. The Fund may pledge up to 20% of the value of its
total assets to secure such borrowings. For purposes of this restriction,
obligations of the Fund to Directors pursuant to deferred compensation
arrangements, the purchase and sale of securities on a when-issued or delayed
delivery basis, the purchase and sale of options, futures contracts, options on
futures contracts, forward foreign currency exchange contracts and options on
currencies and collateral arrangements with respect to the purchase and sale of
options, futures contracts, options on futures contracts, forward foreign
currency exchange contracts and options on currencies are not deemed to be the
issuance of a senior security or the pledge of assets.

5. Purchase any security if as a result the Fund would then hold more than
10% of the outstanding voting securities of an issuer.

6. Purchase any security if as a result the Fund would then have more than
5% of its total assets (taken at current value) invested in securities of
companies (including predecessors) less than three years old.

B-11
<PAGE>

7. Buy or sell commodities or commodity contracts, or real estate or
interests in real estate, except that the Fund may purchase and sell options,
futures contracts, options on futures contracts, forward foreign currency
exchange contracts and options on currencies and securities which are secured by
real estate and securities of companies which invest or deal in real estate.

8. Act as underwriter except to the extent that, in connection with the
disposition of portfolio securities, it may be deemed to be an underwriter under
certain federal securities laws.

9. Make investments for the purpose of exercising control or management.

10. Invest in securities of other investment companies, except by purchases
in the open market involving only customary brokerage commissions and as a
result of which not more than 5% of its total assets (taken at current value)
would be invested in such securities, or except as part of a merger,
consolidation or other acquisition.

11. Invest in interests in oil, gas or other mineral exploration or
development programs, although it may invest in the common stocks of companies
which invest in or sponsor such programs.

12. Make loans, except through (i) the purchase of bonds, debentures,
commercial paper, corporate notes and similar evidences of indebtedness of a
type commonly sold privately to financial institutions, (ii) the lending of its
portfolio securities, as described under "Investment Objective and
Policies-Lending of Securities" and (iii) repurchase agreements. (The purchase
of a portion of an issue of securities described under (i) above distributed
publicly, whether or not the purchase is made on the original issuance, is not
considered the making of a loan.)

Whenever any fundamental investment policy or investment restriction states
a maximum percentage of the Fund's assets, it is intended that if the percentage
limitation is met at the time the investment is made, a later change in
percentage resulting from changing total or net asset values will not be
considered a violation of such policy. However, in the event that the Fund's
asset coverage for borrowings falls below 300%, the Fund will take prompt action
to reduce its borrowings, as required by applicable law.

The Fund's policy with respect to put and call options is not a fundamental
policy and may be changed without shareholder approval. See "Investment
Objective and Policies."

It is also a policy of the Fund, which may be changed without shareholder
approval, not to purchase any voting security of any electric or gas utility
company (as defined by the Public Utility Holding Company Act of 1935) if as a
result the Fund would then hold 5% or more of the outstanding voting securities
of such company.

In order to comply with certain state "blue sky" restrictions, the Fund will
not as a matter of operating policy:

(1) make investments which are not readily marketable if at the time of
investment more than 15% of its total assets would be committed to such
investments, including illiquid securities and foreign securities which are not
listed on an exchange;

(2) invest in oil, gas and mineral leases;

(3) invest more than 2% of its assets in options, financial futures or stock
index futures, other than hedging positions or positions that are covered by
cash or securities;

(4) invest in real estate limited partnerships;

(5) purchase the securities of any one issuer if, to the knowledge of the
Fund, any officer or director of the Fund or the Manager or Subadviser owns more
than 1/2 of 1% of the outstanding securities of such issuer, and such officers
and directors who own more than 1/2 of 1% own in the aggregate more than 5% of
the outstanding securities of such issuer;

(6) purchase warrants if as a result the Fund would then have more than 5%
of its net assets (determined at the time of investment) invested in warrants.
Warrants will be valued at the lower of cost or market and investment in
warrants which are not listed on the New York Stock Exchange or American Stock
Exchange will be limited to 2% of the Fund's net assets (determined at the time
of investment). For the purpose of this limitation, warrants acquired in units
or attached to securities are deemed to be without value; and

(7) invest in securities of companies having a record, together with
predecessors, of less than three years of continuous operation, or securities of
issuers which are restricted as to disposition, if more than 15% of its total
assets would be invested in such securities. This restriction shall not apply to
mortgage-backed securities, asset-backed securities or obligations issued or
guaranteed by the U.S. Government, its agencies or instrumentalities.

B-12
<PAGE>

DIRECTORS AND OFFICERS

Position with Principal Occupations
Name, Address and Age the Fund During Past 5 Years
- --------------------- -------- -------------------
<S> <C> <C>

Thomas R. Anderson (56) Director Retired. Until July 1991, Chairman, President and Chief
c/o Prudential Mutual Fund Executive Officer of Kemper Financial Companies, Inc.;
Management, Inc. Executive Vice President and Director of Kemper
One Seaport Plaza Corporation; Chairman and Chief Executive Officer of
New York, NY Kemper Financial Services, Inc. and Kemper Investors
Life Insurance Company. Trustee/Director of Kemper Mutual
Funds and Kemper Closed-End Funds; Director of Hinsdale
Financial Corporation, Hinsdale Federal Bank for Savings,
The Real Exchange Corporation and Specialty Equipment
Companies, Inc.

Robert R. Fortune (78) Director Financial Consultant; previously Chairman, President and Chief
c/o Prudential Mutual Fund Executive Officer of Associated Electric & Gas Insurance
Management, Inc. Services Limited and Aegis Insurance Services, Inc.;
One Seaport Plaza Director of Temporary Investment Fund, Inc., Independence
New York, NY Square Income Securities Inc. and Portfolios for Diversified
Investment, Inc.; Trustee of Trust for Short-Term Federal
Securities, Municipal Fund for Temporary Investment and
The PNC Fund; Managing General Partner of Chestnut Street
Exchange Fund.

Delayne Dedrick Gold (56) Director Marketing and Management Consultant.
c/o Prudential Mutual Fund
Management, Inc.
One Seaport Plaza
New York, NY

*Harry A. Jacobs, Jr. (73) Director Senior Director (since January 1986) of Prudential Securi-
One Seaport Plaza ties Incorporated (Prudential Securities); formerly Interim
New York, NY Chairman and Chief Executive Officer of PMF (June-
September 1993), Chairman of the Board of Prudential
Securities (1982-1985) and Chairman of the Board and Chief
Executive Officer of Bache Group Inc. (1977-1982); Director
of Center for National Policy, The First Australia Fund, Inc.,
The First Australia Prime Income Fund, Inc., The Global Gov-
ernment Plus Fund, Inc. and The Global Total Return Fund,
Inc.; Trustee of The Trudeau Institute.

*Lawrence C. McQuade (67) President and Vice Chairman of PMF (since 1988); Managing
One Seaport Plaza Director Director, Investment Banking, Prudential Securities
New York, NY (1988-1991); Director of Czech & Slovak American
Enterprise Fund (since October 1994), Quixote Corporation
(since February 1992) and BUNZL, PLC (since June 1991);
formerly Director of Crazy Eddie Inc. (1987-1990) and Kaiser
Tech., Ltd. and Kaiser Aluminum and Chemical Corp. (March
1987-November 1988); formerly Executive Vice President
and Director of W.R. Grace & Company; President and Direc-
tor of The Global Government Plus Fund, Inc., The Global
Total Return Fund, Inc. and The High Yield Income Fund, Inc.

Thomas A. Owens, Jr. (72) Director Consultant; Director of EMCORE Corporation
c/o Prudential Mutual Fund (manufacturer of electronic materials).
Management, Inc.
One Seaport Plaza
New York, NY

</TABLE>

B-13
<PAGE>

Position with Principal Occupations
Name, Address and Age the Fund During Past 5 Years
- --------------------- -------- -------------------
<S> <C> <C>

*Richard A. Redeker (51) Director President, Chief Executive Officer and Director (since October
One Seaport Plaza 1993), PMF; Executive Vice President, Director and
New York, NY Member of Operating Committee (since October 1993),
Prudential Securities; Director (since October 1993) of
Prudential Securities Group, Inc. (PSG); Executive Vice
President, The Prudential Investment Corporation;
Director (since January 1994), Prudential
Mutual Fund Distributors, Inc. (PMFD); Director (since
January 1994), Prudential Mutual Fund Services, Inc.
(PMFS); formerly Senior Executive Vice President and
Director of Kemper Financial Services, Inc. (September
1978-September 1993); Director of The Global Government
Plus Fund, Inc., The Global Total Return Fund, Inc. and The
High Yield Income Fund, Inc.

Merle T. Welshans (76) Director Adjunct Professor of Finance, Washington University (since
c/o Prudential Mutual Fund July 1983); prior thereto, Vice President-Finance, Union
Management, Inc. Electric Company; Trustee of Hotchkis and Wiley Funds.
One Seaport Plaza
New York, NY

Robert F. Gunia (48) Vice President Chief Administrative Officer (since July 1990), Director
One Seaport Plaza (since January 1989) and Executive Vice President,
New York, NY Treasurer and Chief Financial Officer (since June 1987)
of PMF; Senior Vice President (since March 1987) of
Prudential Securities; Director (since March 1991), PMFD;
Director (since June 1987), PMFS; Vice President and
Director (since May 1989) of The Asia Pacific Fund, Inc.

Eugene S. Stark (37) Treasurer and First Vice President (since January 1990) of PMF.
One Seaport Plaza Principal Financial and
New York, NY Accounting Officer

S. Jane Rose (49) Secretary Senior Vice President (since January 1991), Senior Counsel
One Seaport Plaza (since June 1987) and First Vice President (June 1987-
New York, NY December 1990) of PMF; Senior Vice President and Senior
Counsel (since July 1992) of Prudential Securities; formerly
Vice President and Associate General Counsel of Prudential
Securities.

Marguerite E.H. Morrison(38) Assistant Secretary Vice President and Associate General Counsel (since June
One Seaport Plaza 1991) of PMF; Vice President and Associate General
New York, NY Counsel of Prudential Securities.
</TABLE>
- --------------
* "Interested" director, as defined in the Investment Company Act, by reason of
his affiliation with Prudential Securities or PMF.

Directors and officers of the Fund are also trustees, directors and officers
of some or all of the other investment companies distributed by Prudential
Securities or Prudential Mutual Fund Distributors, Inc.

The officers conduct and supervise the daily business operations of the
Fund, while the Directors, in addition to their functions set forth under
"Manager" and "Distributor," review such actions and decide on general policy.

As described above, certain of the disinterested Directors of the Fund are
affiliated with certain utility companies, and one Director is a financial
consultant who may advise utility clients. In such capacities, these Directors
may have access to non-public information regarding certain utility companies or
the utility industry generally which they will be under an obligation not to
disclose to the Fund. In connection with their review of the Fund's investment
program, Directors will not disclose or consider non-public information relating
to portfolio investments. It is also the policy of the Fund not to invest in
securities of any utility company with which any Director is affiliated.

The Fund pays each of its Directors who is not an affiliated person of PMF
annual compensation of $9,000, in addition to certain out-of-pocket expenses.

Directors may receive their Directors' fees pursuant to a deferred fee
agreement with the Fund. Under the terms of such agreement, the Fund accrues
daily the amount of Directors' fees which accrue interest at a rate equivalent
to the prevailing rate

B-14
<PAGE>

applicable to 90-day U.S. Treasury bills at the beginning of each calendar
quarter or, pursuant to an SEC exemptive order, at the daily rate of return of
the Fund (the Fund rate). Payment of the interest so accrued is also deferred
and accruals become payable at the option of the Director. The Fund's obligation
to make payments of deferred Directors' fees, together with interest thereon, is
a general obligation of the Fund. Only Mr. Fortune defers his Director's fees
with interest accruing at the Fund Rate.

Pursuant to the terms of the Management Agreement with the Fund, the Manager
pays all compensation of officers and employees of the Fund as well as the fees
and expenses of all Directors of the Fund who are affiliated persons of the
Manager.

The following table sets forth the aggregate compensation paid by the Fund
to the Directors who are not affiliated with the Manager for the fiscal year
ended December 31, 1994 and the aggregate compensation paid to such Directors
for service on the Fund's Board and that of all other investment companies
managed by Prudential Mutual Fund Management, Inc. (Fund Complex) for the
calendar year ended December 31, 1994.

Compensation Table
<TABLE>
<CAPTION>

Total
Pension or Compensation
Retirement From Fund
Aggregate Benefits Accrued Estimated Annual and Fund
Compensation As Part of Fund Benefits Upon Complex Paid
Name and Position From Fund Expenses Retirement To Directors
- ----------------- ------------ ---------------- ---------------- ------------
<S> <C> <C> <C> <C>

Robert R. Fortune* $9,000 None N/A 22,000(3)**
Director
Delayne Dedrick Gold 9,000 None N/A 185,000(22)**
Director
Thomas A. Owens, Jr. 9,000 None N/A 100,500(12)**
Director
Merle T. Welshans 9,000 None N/A 22,000(3)**
Director
</TABLE>

*All compensation from the Fund for the fiscal year ended December 31, 1994
represents deferred compensation. Aggregate compensation from the Fund and
the Fund Complex for the fiscal year ended December 31, 1994, including
accrued interest, amounted to approximately $8,800 for the Fund and $21,800
for the Fund Complex for Mr. Fortune.
**Indicates number of funds in Fund Complex to which aggregate compensation
relates.

As of February 3, 1995, the Directors and officers of the Fund, as a group,
owned less than 1% of the outstanding common stock of the Fund.

As of February 3, 1995, Prudential Securities C/F Philip J. Mackelden
IRA DTD 09/01/89, RR 1 Box 25, Dow, IL, 62022 was the beneficial owner of 16% of
the Fund's outstanding shares of Class C common stock.

As of February 3, 1995, Prudential Securities was record holder of
49,369,418 Class A shares (or 28% of the outstanding Class A shares),
137,304,681 Class B shares (or 50% of the outstanding Class B shares) and
103,416 Class C shares (or 82% of the outstanding Class C shares) of the Fund.
In the event of any meetings of shareholders, Prudential Securities will
forward, or cause the forwarding of, proxy material to the beneficial owners for
which it is the record holder.

MANAGER

The manager of the Fund is Prudential Mutual Fund Management, Inc. (PMF or
the Manager), One Seaport Plaza, New York, New York 10292. PMF serves as manager
to all of the other investment companies that, together with the Fund, comprise
the Prudential Mutual Funds. See "How the Fund is Managed" in the Prospectus. As
of January 31, 1995, PMF managed and/or administered open-end and closed-end
management investment companies with assets of approximately $45 billion.
According to the Investment Company Institute, as of December 31, 1994, the
Prudential Mutual Funds were the 12th largest family of mutual funds in the
United States.

Pursuant to the Management Agreement with the Fund (the Management
Agreement), PMF, subject to the supervision of the Fund's Board of Directors and
in conformity with the stated policies of the Fund, manages both the investment
operations of the Fund and the composition of the Fund's portfolio, including
the purchase, retention, disposition and loan of securities. In connection
therewith, PMF is obligated to keep certain books and records of the Fund. PMF
also administers the Fund's corporate affairs and, in connection therewith,
furnishes the Fund with office facilities, together with those ordinary clerical
and bookkeeping services which are not being furnished by State Street Bank and
Trust Company, the Fund's custodian, and Prudential Mutual Fund Services, Inc.
(PMFS or the Transfer Agent), the Fund's transfer and dividend disbursing agent.
The management services of PMF for the Fund are not exclusive under the terms of
the Management Agreement and PMF is free to, and does, render management
services to others.

For its services, PMF receives, pursuant to the Management Agreement, a fee
at an annual rate of .60 of 1% of the Fund's average daily net assets up to and
including $250 million, .50 of 1% of the next $500 million, .45 of 1% of the
next $750 million, .40

B-15
<PAGE>

of 1% of the next $500 million, .35 of 1% of the next $2 billion, .325 of 1% of
the next $2 billion and .30 of 1% of the excess over $6 billion of the Fund's
average daily net assets. The fee is computed daily and payable monthly. Prior
to August 1, 1994, the management fee, with respect to net assets in excess of
$2 billion, was .35 of 1% of the Fund's average daily net assets. However, for
the period from October 1, 1993 through July 31, 1994, the Manager agreed to
waive a portion of its management fee with respect to assets in excess of $2
billion so that the annual fee received by the Manager was as follows: .35 of 1%
of the Fund's average daily net assets between $2 billion and $4 billion, .325
of 1% of average daily net assets between $4 billion and $6 billion and .30 of
1% of average daily net assets in excess of $6 billion. The Management Agreement
also provides that, in the event the expenses of the Fund (including the fees of
PMF, but excluding interest, taxes, brokerage commissions, distribution fees and
litigation and indemnification expenses and other extraordinary expenses not
incurred in the ordinary course of the Fund's business) for any fiscal year
exceed the lowest applicable annual expense limitation established and enforced
pursuant to the statutes or regulations of any jurisdiction in which the Fund's
shares are qualified for offer and sale, the compensation due PMF will be
reduced by the amount of such excess. Reductions in excess of the total
compensation payable to PMF will be paid by PMF to the Fund. No such reductions
were required during the fiscal year ended December 31, 1994. Currently, the
Fund believes that the most restrictive expense limitation of state securities
commissions is 2 1/2% of the Fund's average daily net assets up to $30 million,
2% of the next $70 million of such assets and 1 1/2% of such assets in excess of
$100 million.

In connection with its management of the corporate affairs of the Fund, PMF
bears the following expenses:

(a) the salaries and expenses of all of its and the Fund's personnel except
the fees and expenses of Directors who are not affiliated persons of PMF or the
Fund's investment adviser;

(b) all expenses incurred by PMF or by the Fund in connection with managing
the ordinary course of the Fund's business, other than those assumed by the Fund
as described below; and

(c) the costs and expenses payable to The Prudential Investment Corporation
(PIC) pursuant to the subadvisory agreement between PMF and PIC (the Subadvisory
Agreement).

Under the terms of the Management Agreement, the Fund is responsible for the
payment of the following expenses: (a) the fees payable to the Manager, (b) the
fees and expenses of Directors who are not affiliated persons of the Manager or
the Fund's investment adviser, (c) the fees and certain expenses of the
Custodian and Transfer and Dividend Disbursing Agent, including the cost of
providing records to the Manager in connection with its obligation of
maintaining required records of the Fund and of pricing the Fund's shares, (d)
the charges and expenses of legal counsel and independent accountants for the
Fund, (e) brokerage commissions and any issue or transfer taxes chargeable to
the Fund in connection with its securities transactions, (f) all taxes and
corporate fees payable by the Fund to governmental agencies, (g) the fees of any
trade associations of which the Fund may be a member, (h) the cost of stock
certificates representing shares of the Fund, (i) the cost of fidelity and
liability insurance, (j) the fees and expenses involved in registering and
maintaining registration of the Fund and of its shares with the SEC, registering
the Fund and qualifying its shares under state securities laws, including the
preparation and printing of the Fund's registration statements and prospectuses
for such purposes, (k) allocable communications expenses with respect to
investor services and all expenses of shareholders' and Directors' meetings and
of preparing, printing and mailing reports, proxy statements and prospectuses to
shareholders in the amount necessary for distribution to the shareholders, (l)
litigation and indemnification expenses and other extraordinary expenses not
incurred in the ordinary course of the Fund's business and (m) distribution
fees.

The Management Agreement provides that PMF will not be liable for any error
of judgment or for any loss suffered by the Fund in connection with the matters
to which the Management Agreement relates, except a loss resulting from willful
misfeasance, bad faith, gross negligence or reckless disregard of duty. The
Management Agreement provides that it will terminate automatically if assigned,
and that it may be terminated without penalty by either party upon not more than
60 days' nor less than 30 days' written notice. The Management Agreement will
continue in effect for a period of more than two years from the date of
execution only so long as such continuance is specifically approved at least
annually in conformity with the Investment Company Act. The Management Agreement
was last approved by the Board of Directors of the Fund, including a majority of
the Directors who are not parties to the contract or interested persons of any
such party as defined in the Investment Company Act on June 1, 1994 and by
shareholders of the Fund on July 19, 1994.

For the years ended December 31, 1994, 1993 and 1992, the Fund paid
management fees to PMF of $17,824,846, $18,383,363 and $13,493,919,
respectively.

PMF has entered into the Subadvisory Agreement with PIC (the Subadviser), a
wholly-owned subsidiary of The Prudential Insurance Company of America
(Prudential). The Subadvisory Agreement provides that PIC will furnish
investment advisory services in connection with the management of the Fund. In
connection therewith, PIC is obligated to keep certain books and records of the
Fund. PMF continues to have responsibility for all investment advisory services
pursuant to the Management Agreement and supervises PIC's performance of such
services. PIC is reimbursed by PMF for the reasonable costs and expenses
incurred by PIC in furnishing those services.

B-16
<PAGE>

The Subadvisory Agreement was last approved by the Board of Directors,
including a majority of the Directors who are not parties to the contract or
interested persons of any such party as defined in the investment Company Act,
on June 1, 1994, and by shareholders of the Fund on April 29, 1988.

The Subadvisory Agreement provides that it will terminate in the event of
its assignment (as defined in the Investment Company Act) or upon the
termination of the Management Agreement. The Subadvisory Agreement may be
terminated by the Fund, PMF or PIC upon not more than 60 days', nor less than 30
days', written notice. The Subadvisory Agreement provides that it will continue
in effect for a period of more than two years from its execution only so long as
such continuance is specifically approved at least annually in accordance with
the requirements of the Investment Company Act.

The Manager and the Subadviser are subsidiaries of Prudential which, as of
December 31, 1993, is one of the largest financial institutions in the world and
the largest insurance company in North America. Prudential has been engaged in
the insurance business since 1875. In July 1994, Institutional Investor ranked
Prudential the second largest institutional money manager of the 300 largest
money management organizations in the United States as of December 31, 1993.

DISTRIBUTOR

Prudential Mutual Fund Distributors, Inc. (PMFD), One Seaport Plaza, New
York, New York 10292 acts as the distributor of the Class A shares of the Fund.
Prudential Securities Incorporated (Prudential Securities or PSI), One Seaport
Plaza, New York, New York 10292 acts as the distributor of the Class B and Class
C shares of the Fund.

Pursuant to separate Distribution and Service Plans (the Class A Plan, the
Class B Plan and the Class C Plan, collectively, the Plans) adopted by the Fund
under Rule 12b-1 under the Investment Company Act and separate distribution
agreements (the Distribution Agreements), PMFD and Prudential Securities
(collectively, the Distributor) incur the expenses of distributing the Fund's
Class A, Class B and Class C shares. See "How the Fund is Managed-Distributor"
in the Prospectus.

Prior to January 22, 1990, the Fund offered only one class of shares (the
then existing Class B shares). On February 8, 1989 and September 13, 1989, the
Board of Directors, including a majority of the Directors who are not interested
persons of the Fund and who have no direct or indirect financial interest in the
operation of the Class A or Class B Plan or in any agreement related to either
Plan (the Rule 12b-1 Directors), at a meeting called for the purpose of voting
on each Plan, adopted a new plan of distribution for the Class A shares of the
Fund (the Class A Plan) and approved an amended and restated plan of
distribution with respect to the Class B shares of the Fund (the Class B Plan).
On June 9, 1993, the Board of Directors, including a majority of the Rule 12b-1
Directors, at a meeting called for the purpose of voting on each Plan, approved
the continuance of the Plans and Distribution Agreements and approved
modifications of the Fund's Class A and Class B Plans and Distribution
Agreements to conform them with recent amendments to the National Association of
Securities Dealers, Inc. (NASD) maximum sales charge rule described below. As so
modified, the Class A Plan provides that (i) up to .25 of 1% of the average
daily net assets of the Class A shares may be used to pay for personal service
and/or the maintenance of shareholder accounts (service fee) and (ii) total
distribution fees (including the service fee of .25 of 1%) may not exceed .30 of
1%. As so modified, the Class B Plan provides that (i) up to .25 of 1% of the
average daily net assets of the Class B shares may be paid as a service fee and
(ii) up to .75 of 1% (not including the service fee) of the average daily net
assets of the Class B shares (asset-based sales charge) may be used as
reimbursement for distribution-related expenses with respect to the Class B
shares. On June 9, 1993, the Board of Directors, including a majority of the
Rule 12b-1 Directors, at a meeting called for the purpose of voting on each
Plan, adopted a plan of distribution for the Class C shares of the Fund and
approved further amendments to the plans of distribution for the Fund's Class A
and Class B shares, changing them from reimbursement type plans to compensation
type plans. The Plans were last approved by the Board of Directors, including a
majority of the Rule 12b-1 Directors, on June 1, 1994. The Class A Plan, as
amended, was approved by the Class A and Class B shareholders, and the Class B
Plan, as amended, was approved by the Class B shareholders on July 19, 1994. The
Class C Plan was approved by the sole shareholder of Class C shares on August 1,
1994.

Class A Plan. For the fiscal year ended December 31, 1994, PMFD received
payments of $734,666 under the Class A Plan. This amount was primarily expended
for payment of account servicing fees to financial advisers and other persons
who sell Class A shares. For the fiscal year ended December 31, 1994, PMFD also
received $1,268,700 in initial sales charges.

Class B Plan. For the fiscal year ended December 31, 1994, the Distributor
received $41,520,608 from the Fund under the Class B Plan and spent
approximately $15,181,700 in distributing the Fund's Class B shares. It is
estimated that of the latter amount approximately 1.4% ($219,300) was spent on
printing and mailing of prospectuses to other than current shareholders; 49.5%
($7,522,500) on compensation to Pruco Securities Corporation (Prusec), an
affiliated broker-dealer, for commissions to its representatives and other
expenses, including an allocation on account of overhead and other branch office
distribution-related expenses, incurred by it for distribution of Fund shares;
5.5% ($828,200) on interest and/or carrying charges; and 43.6% ($6,611,700) on
the aggregate of (i) commission credits to Prudential Securities branch offices
for payments of commissions to financial advisers (28.2% or $4,277,600) and (ii)
an allocation of overhead and other branch office distribution-related expenses
(15.4% or $2,334,100). The term "overhead and other branch office
distribution-related expenses" represents (a) the expenses

B-17
<PAGE>

of operating branch offices of Prudential Securities and Prusec in connection
with the sale of Fund shares, including lease costs, the salaries and employee
benefits of operations and sales support personnel, utility costs,
communications costs and the costs of stationery and supplies, (b) the costs of
client sales seminars, (c) expenses of mutual fund sales coordinators to promote
the sale of Fund shares, and (d) other incidental expenses relating to branch
promotion of Fund sales.

Prudential Securities also receives the proceeds of contingent deferred
sales charges paid by holders of Class B shares upon certain redemptions of
Class B shares. See "Shareholder Guide-How to Sell Your Shares-Contingent
Deferred Sales Charges" in the Prospectus. For the fiscal year ended December
31, 1994, the Distributor received approximately $0 in contingent deferred sales
charges.

Class C Plan. For the period August 1, 1994 (inception of Class C shares)
through December 31, 1994, Prudential Securities received $1,791 under the Class
C Plan and spent approximately $7,000 in distributing Class C shares. It is
estimated that the latter amount was spent on (i) payments of commissions and
account servicing fees to financial advisers (47.1% or $3,300) and (ii) an
allocation of overhead and other branch office distribution-related expenses for
payments of related expenses (52.9% or $3,700). Prudential Securities also
receives the proceeds of contingent deferred sales charges paid by investors
upon certain redemptions of Class C shares. For the period August 1, 1994
(inception of Class C shares) through December 31, 1994 Prudenital Securities
did not receive any contingent deferred sales charges. See "Shareholder
Guide-How to Sell Your Shares-Contingent Deferred Sales Charges" in the
Prospectus.

The Class A, Class B and Class C Plans continue in effect from year to year,
provided that each such continuance is approved at least annually by a vote of
the Board of Directors, including a majority vote of the Rule 12b-1 Directors,
cast in person at a meeting called for the purpose of voting on such
continuance. The Plans may each be terminated at any time, without penalty, by
the vote of a majority of the Rule 12b-1 Directors or by the vote of the holders
of a majority of the outstanding shares of the applicable class on not more than
30 days' written notice to any other party to the Plans. The Plans may not be
amended to increase materially the amounts to be spent for the services
described therein without approval by the shareholders of the applicable class
(by both Class A and Class B shareholders, voting separately, in the case of
material amendments to the Class A Plan), and all material amendments are
required to be approved by the Board of Directors in the manner described above.
Each Plan will automatically terminate in the event of its assignment. The Fund
will not be contractually obligated to pay expenses incurred under any Plan if
it is terminated or not continued.

Pursuant to each Plan, the Board of Directors will review at least quarterly
a written report of the distribution expenses incurred on behalf of each class
of shares of the Fund by the Distributor. The report includes an itemization of
the distribution expenses and the purposes of such expenditures. In addition, as
long as the Plans remain in effect, the selection and nomination of the Rule
12b-1 Directors shall be committed to the Rule 12b-1 Directors.

Pursuant to each Distribution Agreement, the Fund has agreed to indemnify
PMFD and Prudential Securities to the extent permitted by applicable law against
certain liabilities under the Securities Act of 1933, as amended. Each
Distribution Agreement was last approved by the Directors, including a majority
of the Rule 12b-1 Directors, on June 1, 1994.

NASD Maximum Sales Charge Rule. Pursuant to rules of the NASD, the
Distributor is required to limit aggregate initial sales charges, deferred sales
charges and asset-based sales charges to 6.25% of total gross sales of each
class of shares. Interest charges on unreimbursed distribution expenses equal to
the prime rate plus one percent per annum may be added to the 6.25% limitation.
Sales from the reinvestment of dividends and distributions are not included in
the calculation of the 6.25% limitation. The annual asset-based sales charge on
Class B shares of the Fund may not exceed .75 of 1% per class. The 6.25%
limitation applies to each class of the Fund rather than on a per shareholder
basis. If aggregate sales charges were to exceed 6.25% of total gross sales of
any class, all sales charges on shares of that class would be suspended.

On October 21, 1993, PSI entered into an omnibus settlement with the SEC,
state securities regulators in 51 jurisdictions and the NASD to resolve
allegations that PSI sold interests in more than 700 limited partnerships (and a
limited number of other types of securities) from January 1, 1980 through
December 31, 1990, in violation of securities laws to persons for whom such
securities were not suitable in light of the individuals' financial condition or
investment objectives. It was also alleged that the safety, potential returns
and liquidity of the investments had been misrepresented. The limited
partnerships principally involved real estate, oil and gas producing properties
and aircraft leasing ventures. The SEC Order (i) included findings that PSI's
conduct violated the federal securities laws and that an order issued by the SEC
in 1986 requiring PSI to adopt, implement and maintain certain supervisory
procedures had not been complied with; (ii) directed PSI to cease and desist
from violating the federal securities laws and imposed a $10 million civil
penalty; and (iii) required PSI to adopt certain remedial measures including the
establishment of a Compliance Committee of its Board of Directors. Pursuant to
the terms of the SEC settlement, PSI established a settlement fund in the amount
of $330,000,000 and procedures, overseen by a court approved Claims
Administrator, to resolve legitimate claims for compensatory damages by
purchasers of the partnership interests. PSI has agreed to provide additional
funds, if necessary, for that purpose. PSI's settlement with the state
securities regulators included an agreement to pay a penalty of $500,000 per
jurisdiction. PSI consented to a censure and to the payment of a $5,000,000 fine
in settling the NASD action. In settling the above referenced matters, PSI
neither admitted nor denied the allegations asserted against it.

B-18
<PAGE>

On January 18, 1994, PSI agreed to the entry of a Final Consent Order and a
Parallel Consent Order by the Texas Securities Commissioner. The firm also
entered into a related agreement with the Texas Securities Commissioner. The
allegations were that the firm had engaged in improper sales practices and other
improper conduct resulting in pecuniary losses and other harm to investors
residing in Texas with respect to purchases and sales of limited partnership
interests during the period of January 1, 1980 through December 31, 1990.
Without admitting or denying the allegations, PSI consented to a reprimand,
agreed to cease and desist from future violations, and to provide voluntary
donations to the State of Texas in the aggregate amount of $1,500,000. The firm
agreed to suspend the creation of new customer accounts, the general
solicitation of new accounts, and the offer for sale of securities in or from
PSI's North Dallas office to new customers during a period of twenty consecutive
business days, and agreed that its other Texas offices would be subject to the
same restrictions for a period of five consecutive business days. PSI also
agreed to institute training programs for its securities salesmen in Texas.

On October 27, 1994, Prudential Securities Group, Inc. (PSG) and PSI entered
into agreements with the United States Attorney deferring prosecution (providing
PSI complies with the terms of the agreement for three years) for any alleged
criminal activity related to the sale of certain limited partnership programs
from 1983 to 1990. In connection with these agreements, PSI agreed to add the
sum of $330,000,000 to the fund established by the SEC and executed a
stipulation providing for a reversion of such funds to the United States Postal
Inspection Service. PSI further agreed to obtain a mutually acceptable outside
director to sit on the Board of Directors of PSG and the Compliance Committee of
PSI. The new director will also serve as an independent "ombudsman" whom PSI
employees can call anonymously with complaints about ethics and compliance.
Prudential Securities shall report any allegations or instances of criminal
conduct and material improprieties to the new director. The new director will
submit compliance reports which shall identify all such allegations or instances
of criminal conduct and material improprieties every three months for a
three-year period.

PORTFOLIO TRANSACTIONS AND BROKERAGE

The Manager is responsible for decisions to buy and sell securities for the
Fund, the selection of brokers and dealers to effect the transactions and the
negotiation of brokerage commissions, if any. The term "Manager" as used in this
section includes the Subadviser. Purchases and sales of securities on a
securities exchange are effected through brokers who charge a commission for
their services. Orders may be directed to any broker including, to the extent
and in the manner permitted by applicable law, Prudential Securities and its
affiliates. Brokerage commissions on United States securities, options and
futures exchanges or boards of trade are subject to negotiation between the
Manager and the broker or futures commission merchant.

In the over-the-counter market, securities are generally traded on a "net"
basis with dealers acting as principal for their own account without a stated
commission, although the price of the security usually includes a profit to the
dealer. In underwritten offerings, securities are purchased at a fixed price
which includes an amount of compensation to the underwriter, generally referred
to as the underwriter's concession or discount. On occasion, certain money
market instruments may be purchased directly from an issuer, in which case no
commissions or discounts are paid. The Fund will not deal with Prudential
Securities or any affiliate in any transaction in which Prudential Securities or
any affilate acts as principal. Thus it will not deal in over-the-counter
securities with Prudential Securities acting as market maker, and it will not
execute a negotiated trade with Prudential Securities if execution involves
Prudential Securities acting as principal with respect to any part of the Fund's
order.

In placing orders for portfolio securities of the Fund, the Manager is
required to give primary consideration to obtaining the most favorable price and
efficient execution. This means that the Manager will seek to execute each
transaction at a price and commission, if any, which provides the most favorable
total cost or proceeds reasonably attainable in the circumstances. While the
Manager generally seeks reasonably competitive spreads or commissions, the Fund
will not necessarily be paying the lowest spread or commission available. Within
the framework of the policy of obtaining most favorable price and efficient
execution, the Manager will consider research and investment services provided
by brokers or dealers who effect or are parties to portfolio transactions of the
Fund, the Manager or the Manager's other clients. Such research and investment
services are those which brokerage houses customarily provide to institutional
investors and include statistical and economic data and research reports on
particular companies and industries. Such services are used by the Manager in
connection with all of its investment activities, and some of such services
obtained in connection with the execution of transactions for the Fund may be
used in managing other investment accounts. Conversely, brokers or dealers
furnishing such services may be selected for the execution of transactions of
such other accounts, whose aggregate assets are far larger than those of the
Fund, and the services furnished by such brokers or dealers may be used by the
Manager in providing investment management for the Fund. Commission rates are
established pursuant to negotiations with the broker or dealer based on the
quality and quantity of execution services provided by the broker or dealer in
the light of generally prevailing rates. The Manager's policy is to pay higher
commission rates to brokers, other than Prudential Securities, for particular
transactions than might be charged if a different broker had been selected, on
occasions when, in the Manager's opinion, this policy furthers the objective of
obtaining the best price and execution. The Manager is authorized to pay higher
commissions on brokerage transactions for the Fund to brokers or dealers other
than Prudential Securities in order to secure research and investment services
described above, subject to review by the Fund's Board of Directors from time to
time as to the extent and continuation of this practice. The allocation of
orders among brokers and dealers and the

B-19
<PAGE>

commission rates paid are reviewed periodically by the Fund's Board of
Directors. Portfolio securities may not be purchased from any underwriting or
selling syndicate of which Prudential Securities (or any affiliate), during the
existence of the syndicate, is a principal underwriter (as defined in the
Investment Company Act), except in accordance with rules of the SEC. This
limitation, in the opinion of the Fund, will not significantly affect the Fund's
ability to pursue its present investment objective. However, in the future in
other circumstances, the Fund may be at a disadvantage because of this
limitation in comparison to other funds with similar objectives but not subject
to such limitations.

Subject to the above considerations, the Manager may use Prudential
Securities as a broker or futures commission merchant for the Fund. In order for
Prudential Securities (or any affiliate) to effect any portfolio transactions
for the Fund, the commissions, fees or other remuneration received by Prudential
Securities (or any affiliate) must be reasonable and fair compared to the
commissions, fees or other remuneration paid to other brokers in connection with
comparable transactions involving similar securities being purchased or sold on
a securities exchange during a comparable period of time. This standard would
allow Prudential Securities (or any affiliate) to receive no more than the
remuneration which would be expected to be received by an unaffiliated broker in
a commensurate arm's-length transaction. Furthermore, the Board of Directors of
the Fund, including a majority of the non-interested Directors, has adopted
procedures which are reasonably designed to provide that any commissions, fees
or other remuneration paid to Prudential Securities (or any affiliate) are
consistent with the foregoing standard. In accordance with Section 11(a) under
the Securities Exchange Act of 1934, Prudential Securities may not retain
compensation for effecting transactions on a national securities exchange for
the Fund unless the Fund has expressly authorized the retention of such
compensation. Prudential Securities must furnish to the Fund at least annually a
statement setting forth the total amount of all compensation retained by
Prudential Securities from transactions effected for the Fund during the
applicable period. Brokerage transactions with Prudential Securities (or any
affiliate) are also subject to such fiduciary standards as may be imposed upon
Prudential Securities (or such affiliate) by applicable law.

Transactions in options by the Fund will be subject to limitations
established by each of the exchanges governing the maximum number of options
which may be written or held by a single investor or group of investors acting
in concert, regardless of whether the options are written or held on the same or
different exchanges or are written or held in one or more accounts or through
one or more brokers. Thus, the number of options which the Fund may write or
hold may be affected by options written or held by the Manager and other
investment advisory clients of the Manager. An exchange may order the
liquidation of positions found to be in excess of these limits, and it may
impose certain other sanctions.

The table presented below shows certain information regarding the payment of
commissions by the Fund, including the amount of such commissions paid to
Prudential Securities for the three-year period ended December 31, 1994.

Year Ended December 31,
---------------------------------------------
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>

Total brokerage commissions paid by the Fund ...... $3,160,381 $4,408,907 $3,874,696

Total brokerage commissions paid to
Prudential Securities ............................. $ 288,183 $ 366,575 $ 455,706

Percentage of total brokerage commissions paid to
Prudential Securities ............................. 9.12% 8.3% 11.8%

</TABLE>

The Fund effected approximately 10.1% of the total dollar amount of its
transactions involving the payment of commissions through Prudential Securities
during the year ended December 31, 1994. Of the total brokerage commissions paid
during that period, $2,256,398 (71.4%) were paid to firms which provide
research, statistical or other services to PMF. PMF has not separately
identified the portion of such brokerage commissions as applicable to the
provision of such research, statistical or other services.

PURCHASE AND REDEMPTION OF FUND SHARES

Each class of shares represents an interest in the same portfolio of
investments of the Fund and has the same rights, except that (i) each class
bears the separate expenses of its Rule 12b-1 distribution and service plan,
(ii) each class has exclusive voting rights with respect to its plan (except
that the Fund has agreed with the SEC in connection with the offering of a
conversion feature on Class B shares to submit any amendment of the Class A
distribution and service plan to both Class A and Class B shareholders) and
(iii) only Class B shares have a conversion feature. See "Distributor." Each
class also has separate exchange privileges. See "Shareholder Investment
Account-Exchange Privilege."

B-20
<PAGE>

Specimen Price Make-up

Under the current distribution arrangements between the Fund and the
Distributor, Class A shares of the Fund are sold at a maximum sales charge of 5%
and Class B* and Class C* shares are sold at net asset value. Using the Fund's
net asset value at December 31, 1994, the maximum offering price of the Fund's
shares is as follows:

Class A

Net asset value and redemption price per Class A share ................... 8.27
Maximum sales charge (5% of offering price) .............................. .44
----
Maximum offering price to public ......................................... 8.71
====

Class B

Net asset value, offering price and redemption price per Class B share* $ 8.26
======

Class C

Net asset value, offering price and redemption price per Class C share* $ 8.26
======
- --------
*Class B and Class C shares are subject to a contingent deferred sales charge on
certain redemptions. See "Shareholder Guide-How to Sell Your Shares-Contingent
Deferred Sales Charges" in the Prospectus.

Reduction and Waiver of Initial Sales Charges-Class A Shares

Combined Purchase and Cumulative Purchase Privilege. If an investor or
eligible group of related investors purchases Class A shares of the Fund
concurrently with Class A shares of other Prudential Mutual Funds, the purchases
may be combined to take advantage of the reduced sales charges applicable to
larger purchases. See the table of breakpoints under "Shareholder
Guide-Alternative Purchase Plan" in the Prospectus.

An eligible group of related Fund investors includes any combination of the
following:

(a) an individual;

(b) the individual's spouse, their children and their parents;

(d) any company controlled by the individual (a person, entity or group that
holds 25% or more of the outstanding voting securities of a company will
be deemed to control the company, and a partnership will be deemed to be
controlled by each of its general partners);

(e) a trust created by the individual, the beneficiaries of which are the
individual, his or her spouse, parents or children;

(f) a Uniform Gifts to Minors Act/Uniform Transfers to Minors Act account
created by the individual or the individual's spouse; and

(g) one or more employee benefit plans of a company controlled by an
individual.

In addition, an eligible group of related Fund investors may include an
employer (or group of related employers) and one or more qualified retirement
plans of such employer or employers (an employer controlling, controlled by or
under common control with another employer is deemed related to that employer).

The Distributor must be notified at the time of purchase that the investor
is entitled to a reduced sales charge. The reduced sales charges will be granted
subject to confirmation of the investor's holdings. The Combined Purchase and
Cumulative Purchase Privilege does not apply to individual participants in any
retirement or group plans.

Rights of Accumulation. Reduced sales charges are also available through
Rights of Accumulation, under which an investor or an eligible group of related
investors, as described above under "Combined Purchase and Cumulative Purchase
Privilege," may aggregate the value of their existing holdings of shares of the
Fund and shares of other Prudential Mutual Funds (excluding money market funds
other than those acquired pursuant to the exchange privilege) to determine the
reduced sales charge. However, the value of shares held directly with the
Transfer Agent and through Prudential Securities will not be aggregated to
determine the reduced sales charge. All shares must be held either directly with
the Transfer Agent or through Prudential Securities. The value of existing
holdings for purposes of determining the reduced sales charge is calculated
using the maximum offering price (net asset value plus maximum sales charge) as
of the previous business day. See "How the Fund Values its Shares" in the
Prospectus. The Distributor must be notified at the time of purchase that the
shareholder is entitled to a reduced sales charge. The reduced sales

B-21
<PAGE>

charges will be granted subject to confirmation of the investor's holdings.
Rights of Accumulation are not available to individual participants in any
retirement or group plans.

Letters of Intent. Reduced sales charges are available to investors (or an
eligible group of related investors) including retirement and group plans, who
enter into a written Letter of Intent providing for the purchase, within a
thirteen-month period, of shares of the Fund and shares of other Prudential
Mutual Funds. All shares of the Fund and shares of other Prudential Mutual Funds
(excluding money market funds other than those acquired pursuant to the exchange
privilege) which were previously purchased and are still owned are also included
in determining the applicable reduction. However, the value of shares held
directly with the Transfer Agent and through Prudential Securities will not be
aggregated to determine the reduced sales charge. All shares must be held either
directly with the Transfer Agent or through Prudential Securities. Letters of
Intent are not available to individual participants in any retirement or group
plans.

A Letter of Intent permits a purchaser to establish a total investment goal
to be achieved by any number of investments over a thirteen-month period. Each
investment made during the period will receive the reduced sales charge
applicable to the amount represented by the goal, as if it were a single
investment. Escrowed Class A shares totaling 5% of the dollar amount of the
Letter of Intent will be held by the Transfer Agent in the name of the
purchaser, except in the case of retirement and group plans where the employer
or plan sponsor will be responsible for paying any applicable sales charge. The
effective date of a Letter of Intent may be back-dated up to 90 days, in order
that any investments made during this 90-day period, valued at the purchaser's
cost, can be applied to the fulfillment of the Letter of Intent goal, except in
the case of retirement and group plans.

The Letter of Intent does not obligate the investor to purchase, nor the
Fund to sell, the indicated amount. In the event the Letter of Intent goal is
not achieved within the thirteen-month period, the purchaser (or the employer or
plan sponsor, in the case of any retirement or group plan) is required to pay
the difference between the sales charge otherwise applicable to the purchases
made during this period and sales charges actually paid. Such payment may be
made directly to the Distributor or, if not paid, the Distributor will liquidate
sufficient escrowed shares to obtain such difference. Investors electing to
purchase Class A shares of the Fund pursuant to a Letter of Intent should
carefully read such Letter of Intent.

Waiver of the Contingent Deferred Sales Charge-Class B Shares

The contingent deferred sales charge is waived under circumstances described
in the Prospectus. See "Shareholder Guide-How to Sell Your Shares-Waiver of the
Contingent Deferred Sales Charges-Class B Shares" in the Prospectus. In
connection with these waivers, the Transfer Agent will require you to submit the
supporting documentation set forth below.

Category of Waiver Required Documentation
Death

Disability-An individual will be A copy of the shareholder's death
considered disabled if he or she is certificate or, in the case of a
unable to engage in any substantial trust, a copy of the grantor's death
gainful activity by reason of any certificate, plus a copy of the trust
medically determinable physical or agreement identifying the grantor.
mental impairment which can be
expected to result in death or to be
of long-continued and indefinite
duration.

Distribution from an IRA or 403(b) A copy of the Social Security
Custodial Account Administration award letter or a
letter from a physician on the
physician's letterhead stating that
the shareholder (or, in the case of a
trust, the grantor) is permanently
disabled. The letter must also
indicate the date of disability.

Distribution from Retirement Plan A copy of the distribution form from
the custodial firm indicating (i) the
date of birth of the shareholder and
(ii) that the shareholder is over age
59-1/2 and is taking a normal
distribution-signed by the
shareholder.

Excess Contributions A letter signed by the plan
administrator/trustee indicating the
reason for the distribution.

A letter from the shareholder (for an
IRA) or the plan administrator/trustee
on company letterhead indicating the
amount of the excess and whether or
not taxes have been paid.

The Transfer Agent reserves the right to request such additional documents
as it may deem appropriate.

B-22
<PAGE>

Quantity Discount-Class B Shares Purchased Prior to August 1, 1994

The CDSC is reduced on redemptions of Class B shares of the Fund purchased
prior to August 1, 1994 if immediately after a purchase of such shares, the
aggregate cost of all Class B shares of the Fund owned by you in a single
account exceeded $500,000. For example, if you purchase $100,000 of Class B
shares of the Fund and the following year purchase an additional $450,000 of
Class B shares with the result that the aggregate cost of your Class B shares of
the Fund following the second purchase was $550,000, the quantity discount would
be available for the second purchase of $450,000 but not for the first purchase
of $100,000. The quantity discount will be imposed at the following rates
depending on whether the aggregate value exceeded $500,000 or $1 million:

Contingent Deferred Sales Charge
as a Percentage of Dollars Invested
or Redemption Proceeds
Year Since Purchase -----------------------------------------
Payment Made $500,001 to $1 million Over $1 million
------------------- ---------------------- ---------------
First ........................... 3.0% 2.0%
Second .......................... 2.0% 1.0%
Third ........................... 1.0% 0%
Fourth and thereafter ........... 0% 0%

You must notify the Fund's Transfer Agent either directly or through
Prudential Securities or Prusec, at the time of redemption, that you are
entitled to the reduced CDSC. The reduced CDSC will be granted subject to
confirmation of your holdings.

SHAREHOLDER INVESTMENT ACCOUNT

Upon the initial purchase of shares of the Fund, a Shareholder Investment
Account is established for each investor under which the shares are held for the
investor by the Transfer Agent. If a stock certificate is desired, it must be
requested in writing for each transaction. Certificates are issued only for full
shares and may be redeposited in the Account at any time. There is no charge to
the investor for issuance of a certificate. The Fund makes available to the
shareholder the following privileges and plans.

Automatic Reinvestment of Dividends and/or Distributions

For the convenience of investors, all dividends and distributions are
automatically reinvested in full and fractional shares of the Fund. An investor
may direct the Transfer Agent in writing not less than 5 full business days
prior to the record date to have subsequent dividends and/or distributions sent
in cash rather than reinvested. In the case of recently purchased shares for
which registration instructions have not been received on the record date, cash
payment will be made directly to the dealer. Any shareholder who receives a cash
payment representing a dividend or distribution may reinvest such dividend or
distribution at net asset value by returning the check or the proceeds to the
Transfer Agent within 30 days after the payment date. Such investment will be
made at the net asset value per share next determined after receipt of the check
or proceeds by the Transfer Agent. Such shareholder will receive credit for any
contingent deferred sales charge paid in connection with the amount of proceeds
being reinvested.

Exchange Privilege The Fund makes available to its shareholders the
privilege of exchanging their shares of the Fund for shares of certain other
Prudential Mutual Funds, including one or more specified money market funds,
subject in each case to the minimum investment requirements of such funds.
Shares of such other Prudential Mutual Funds may also be exchanged for shares of
the Fund. All exchanges are made on the basis of relative net asset value next
determined after receipt of an order in proper form. An exchange will be treated
as a redemption and purchase for tax purposes. Shares may be exchanged for
shares of another fund only if shares of such fund may legally be sold under
applicable state laws. For retirement and group plans having a limited menu of
Prudential Mutual Funds, the Exchange Privilege is available for those funds
eligible for investment in the particular program.

It is contemplated that the Exchange Privilege may be applicable to new
mutual funds whose shares may be distributed by the Distributor.

Class A. Shareholders of the Fund may exchange their Class A shares for
Class A shares of certain other Prudential Mutual Funds, shares of Prudential
Government Securities Trust (Intermediate Term Series) and shares of the money
market funds specified below. No fee or sales load will be imposed upon the
exchange. Shareholders of money market funds who acquired such shares upon
exchange of Class A shares may use the Exchange Privilege only to acquire Class
A shares of the Prudential Mutual Funds participating in the Exchange Privilege.

B-23
<PAGE>

The following money market funds participate in the Class A Exchange
Privilege:

Prudential California Municipal Fund
(California Money Market Series)
Prudential Government Securities Trust
(Money Market Series)
(U.S. Treasury Money Market Series)
Prudential Municipal Series Fund
(Connecticut Money Market Series)
(Massachusetts Money Market Series)
(New Jersey Money Market Series)
(New York Money Market Series)
Prudential MoneyMart Assets
Prudential Tax-Free Money Fund

Class B and Class C. Shareholders of the Fund may exchange their Class B and
Class C shares for Class B and Class C shares, respectively, of certain other
Prudential Mutual Funds and shares of Prudential Special Money Market Fund, a
money market fund. No CDSC will be payable upon such exchange, but a CDSC may be
payable upon the redemption of the Class B and Class C shares acquired as a
result of an exchange. The applicable sales charge will be that imposed by the
fund in which shares were initially purchased and the purchase date will be
deemed to be the first day of the month after the initial purchase, rather than
the date of the exchange.

Class B and Class C shares of the Fund may also be exchanged for shares of
Prudential Special Money Market Fund without imposition of any CDSC at the time
of exchange. Upon subsequent redemption from such money market fund or after
re-exchange into the Fund, such shares will be subject to the CDSC calculated by
excluding the time such shares were held in the money market fund. In order to
minimize the period of time in which shares are subject to a CDSC, shares
exchanged out of the money market fund will be exchanged on the basis of their
remaining holding periods, with the longest remaining holding periods being
transferred first. In measuring the time period shares are held in a money
market fund and "tolled" for purposes of calculating the CDSC holding period,
exchanges are deemed to have been made on the last day of the month. Thus, if
shares are exchanged into the Fund from a money market fund during the month
(and are held in the Fund at the end of the month), the entire month will be
included in the CDSC holding period. Conversely, if shares are exchanged into a
money market fund prior to the last day of the month (and are held in the money
market fund on the last day of the month), the entire month will be excluded
from the CDSC holding period. For purposes of calculating the seven-year holding
period applicable to the Class B conversion feature, the time period during
which Class B shares were held in a money market fund will be excluded.

At any time after acquiring shares of other funds participating in the Class
B or Class C exchange privilege, the shareholder may again exchange those shares
(and any reinvested dividends and distributions) for Class B or Class C shares
of the Fund, respectively, without subjecting such shares to any CDSC. Shares of
any fund participating in the Class B or Class C exchange privilege that were
acquired through reinvestment of dividends or distributions may be exchanged for
Class B or Class C shares of other funds, respectively, without being subject to
any CDSC.

Additional details about the Exchange Privilege and prospectuses for each of
the Prudential Mutual Funds are available from the Fund's Transfer Agent,
Prudential Securities or Prusec. The Exchange Privilege may be modified,
terminated or suspended on sixty days' notice, and any fund, including the Fund,
or the Distributor, has the right to reject any exchange application relating to
such fund's shares.

Dollar Cost Averaging

Dollar cost averaging is a method of accumulating shares by investing a
fixed amount of dollars in shares at set intervals. An investor buys more shares
when the price is low and fewer shares when the price is high. The average cost
per share is lower than it would be if a constant number of shares were bought
at set intervals.

Dollar cost averaging may be used, for example, to plan for retirement, to
save for a major expenditure, such as the purchase of a home, or to finance a
college education. The cost of a year's education at a four-year college today
averages around $14,000 at a private college and around $4,800 at a public
university. Assuming these costs increase at a rate of 7% a year, as has been
projected, for the freshman class of 2007, the cost of four years at a private
college could reach $163,000 and over $97,000 at a public university.1

The following chart shows how much you would need in monthly investments to
achieve specified lump sums to finance your investment goals.2

B-24
<PAGE>

Period of
Monthly investments: $100,000 $150,000 $200,000 $250,000
-------------------- -------- -------- -------- --------
25 Years $ 110 $ 165 $ 220 $ 275
20 Years 176 264 352 440
15 Years 296 444 592 740
10 Years 555 833 1,110 1,388
5 Years 1,371 2,057 2,742 3,428

See "Automatic Savings Accumulation Plan."

1Source information concerning the costs of education at public universities
is available from The College Board Annual Survey of Colleges, 1992. Information
about the costs of private colleges is from the Digest of Education Statistics,
1992; The National Center for Educational Statistics; and the U.S. Department of
Education. Average costs for private institutions include tuition, fees, room
and board.

2The chart assumes an average rate of return of 8% (assuming monthly
compounding). This example is for illustrative purposes only and is not intended
to reflect the performance of an investment in shares of the Portfolio. The
investment return and principal value of an investment will fluctuate so that an
investor's shares when redeemed may be worth more or less than their original
cost.

Automatic Savings Accumulation Plan (ASAP)

Under ASAP, an investor may arrange to have a fixed amount automatically
invested in shares of the Fund monthly by authorizing his or her bank account or
Prudential Securities account (including a Command Account) to be debited to
invest specified dollar amounts in shares of the Fund. The investor's bank must
be a member of the Automatic Clearing House System. Stock certificates are not
issued to ASAP participants.

Further information about this program and an application form can be
obtained from the Transfer Agent, Prudential Securities or Prusec.

Systematic Withdrawal Plan

A systematic withdrawal plan is available to shareholders through Prudential
Securities or the Transfer Agent. Such withdrawal plan provides for monthly or
quarterly checks in any amount, except as provided below, up to the value of the
shares in the shareholder's account. Withdrawals of Class B or Class C shares
may be subject to a CDSC. See "Shareholder Guide-How to Sell Your
Shares-Contingent Deferred Sales Charges" in the Prospectus.

In the case of shares held through the Transfer Agent (i) a $10,000 minimum
account value applies, (ii) withdrawals may not be for less than $100 and (iii)
the shareholder must elect to have all dividends and/or distributions
automaticially reinvested in additional full and fractional shares at net asset
value on shares held under this plan. See "Shareholder Investment
Account-Automatic Reinvestment of Dividends and/or Distributions."

Prudential Securities and the Transfer Agent act as agents for the
shareholder in redeeming sufficient full and fractional shares to provide the
amount of the periodic withdrawal payment. The systematic withdrawal plan may be
terminated at any time, and the Distributor reserves the right to initiate a fee
of up to $5 per withdrawal, upon 30 days' written notice to the shareholder.

Withdrawal payments should not be considered as dividends, yield or income.
If periodic withdrawals continuously exceed reinvested dividends and
distributions, the shareholder's original investment will be correspondingly
reduced and ultimately exhausted.

Furthermore, each withdrawal constitutes a redemption of shares, and any
gain or loss realized must generally be recognized for federal income tax
purposes. In addition, withdrawals made concurrently with the purchases of
additional shares are inadvisable because of the sales charge applicable to (i)
the purchase of Class A shares and (ii) the withdrawal of Class B and Class C
shares. Each shareholder should consult his or her own tax adviser with regard
to the tax consequences of the systematic withdrawal plan, particularly if used
in connection with a retirement plan.

Tax-Deferred Retirement Plans

Various tax-deferred retirement plans, including a 401(k) plan,
self-directed individual retirement accounts and "tax sheltered accounts" under
Section 403(b)(7) of the Internal Revenue Code are available through the
Distributor. These plans are for use by both self-employed individuals and
corporate employers. These plans permit either self-direction of accounts by
participants, or a pooled account arrangement. Information regarding the
establishment of these plans, the administration, custodial fees and other
details are available from Prudential Securities or the Transfer Agent.

Investors who are considering the adoption of such a plan should consult
with their own legal counsel or tax adviser with respect to the establishment
and maintenance of any such plan.

B-25
<PAGE>

Tax-Deferred Retirement Accounts

Individual Retirement Accounts. An individual retirement account (IRA)
permits the deferral of federal income tax on income earned in the account until
the earnings are withdrawn. The following chart represents a comparison of the
earnings in a personal savings account with those in an IRA, assuming a $2,000
annual contribution, an 8% rate of return and a 39.6% federal income tax bracket
and shows how much more retirement income can accumulate within an IRA as
opposed to a taxable individual savings account.

Tax-Deferred Compounding1

Contributions Personal
Made Over: Savings IRA
------------- -------- --------
10 years $ 26,165 $ 31,291
15 years 44,675 58,649
20 years 68,109 98,846
25 years 97,780 157,909
30 years 135,346 244,692

1 The chart is for illustrative purposes only and does not represent the
performance of the Fund or any specific investment. It shows taxable versus
tax-deferred compounding for the periods and on the terms indicated. Earnings in
the IRA account will be subject to tax when withdrawn from the account.

NET ASSET VALUE

Under the Investment Company Act, the Board of Directors is responsible for
determining in good faith the fair value of securities of the Fund.

The net asset value per share is the net worth of the Fund (assets,
including securities at value, minus liabilities) divided by the number of
shares outstanding. Net asset value is calculated separately for each class. The
value of investments listed on a national securities exchange, other than
options on stocks and stock indices, is based on the last sale prices as of the
close of the New York Stock Exchange (which is currently 4:00 P.M., New York
time), or, in the absence of recorded sales, at the average of readily available
closing bid and asked prices on such exchange. Unlisted securities are valued at
the average of the quoted bid and asked prices in the over-the-counter market.
Options on stocks and stock indices traded on national securities exchanges are
valued at the last sales price at the close of options trading on such exchanges
(which is currently 4:10 P.M., New York time). Securities or other assets for
which market quotations are not readily available are valued by appraisal at
their fair value as determined in good faith under procedures established by and
under the general supervision and responsibility of the Fund's Board of
Directors. In the event the New York Stock Exchange closes early on any business
day, the net asset value of the Fund's shares shall be determined at a time
between such closing and 4:15 P.M., New York time.

Short-term investments which mature in more than 60 days are valued based on
current market quotations, and short-term securities which mature in 60 days or
less are valued at amortized cost, unless such valuation is determined not to
represent fair value by the Board of Directors.

The Fund will compute its net asset value once daily at 4:15 P.M., New York
time, on each day the New York Stock Exchange is open for trading except on days
on which no orders to purchase, sell or redeem Fund shares have been received or
days on which changes in the value of the Fund's portfolio securities do not
affect the net asset value. The New York Stock Exchange is closed on the
following holidays: New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

In the event that the New York Stock Exchange or the national securities
exchanges on which stock options are traded adopt different trading hours on
either a permanent or temporary basis, the Board of Directors of the Fund will
reconsider the time at which net asset value is computed. In addition, the Fund
may compute its net asset value as of any time permitted pursuant to any
exemption, order or statement of the SEC or its staff.

The net asset value of Class B and Class C shares will generally be lower
than the net asset value of Class A shares as a result of the larger
distribution-related fee to which Class B and Class C shares are subject. It is
expected, however, that the net asset

B-26
<PAGE>

value per share of each class will tend to converge immediately after the
recording of dividends which will differ by approximately the amount of the
distribution-related expense accrual differential among the classes.

TAXES

The Fund is qualified and intends to remain qualified as a regulated
investment company under Subchapter M of the Internal Revenue Code. In order to
qualify as a regulated investment company, the Fund must, among other things,
(a) derive at least 90% of its gross income from dividends, interest, proceeds
from loans of securities and gains from the sale or other disposition of
securities or foreign currencies, or other income (including, but not limited
to, gains from options, futures or forward contracts) derived with respect to
its business of investing in such securities or currencies; (b) derive less than
30% of its annual gross income from gains from the sale or other disposition of
securities held less than three months; and (c) diversify its holdings so that,
at the end of each fiscal quarter, (i) at least 50% of the market value of the
Fund's assets is represented by cash, U.S. Government securities and other
securities limited, in respect of any one issuer, to an amount not greater than
5% of the market value of the Fund's assets and 10% of the outstanding voting
securities of such issuer, and (ii) not more than 25% of the value of its assets
is invested in the securities of any one issuer (other than U.S. Government
securities).

As a regulated investment company, the Fund will not be subject to federal
income tax on its net investment income and capital gains, if any, that it
distributes to its shareholders, provided that it distributes to shareholders
each year at least 90% of its net investment income and short-term capital gains
in excess of net long-term capital losses, if any. The Fund intends to
distribute to its shareholders all such income and any gains. The Board of
Directors of the Fund will determine at least once a year whether to distribute
any net long-term capital gains in excess of any net short-term capital losses.
In determining amounts of capital gains to be distributed, any capital loss
carryovers from prior years will be offset against capital gains.

In addition to the foregoing, a 4% nondeductible excise tax will be imposed
on the Fund to the extent the Fund does not meet certain minimum distribution
requirements by the end of each calendar year. For this purpose, any income or
gain retained by the Fund which is subject to income tax will be considered to
have been distributed by year-end. In addition, dividends declared in October,
November and December payable to shareholders of record on a specified date in
October, November and December and paid in the following January will be treated
as having been paid by the Fund and received by each shareholder on December 31
of the calendar year in which declared. Under this rule, therefore, a
shareholder may be taxed in one year on dividends or distributions actually
received in January of the following year.

Gains or losses on sales of securities by the Fund will be long-term capital
gains or losses if the securities have been held by it for more than one year,
except in certain cases where the Fund acquires a put or writes a call thereon
or otherwise holds an offering position with respect to the securities. Other
gains or losses on the sale of securities will be short-term capital gains or
losses. Gains and losses on the sale, lapse or other termination of options on
stock will generally be treated as gains and losses from the sale of stock. For
federal income tax purposes, when call options which the Fund has written expire
unexercised, the premiums received by the Fund give rise to short-term capital
gains at the time of expiration. When a call written by the Fund is exercised,
the selling price of the stock is increased by the amount of the premium, and
the gain or loss on the sale of stock becomes long-term or short-term depending
on the stock's holding period. Certain futures contracts and options held by the
Fund will be required to be "marked to market" for federal income tax purposes,
that is, treated as having been sold at fair market value on the last day of the
Fund's fiscal year. Any gain or loss recognized on these deemed sales of these
futures contracts and options will be treated 60% as long-term capital gain or
loss, and the remainder will be treated as short-term capital gain or loss. In
some cases the Fund may be required to defer the recognition of losses on sales
of securities or the sale, lapse or other termination of options to the extent
of any unrealized gain on related positions held by the Fund.

The "straddle" provisions of the Internal Revenue Code may also affect the
taxation of the Fund's transactions in options on securities, stock index
futures and options on futures, and limit the deductibility of any loss from the
disposition of a position to the amount of the unrealized gain on any offsetting
position. Further, any position in the straddle (e.g., a put option acquired by
the Fund) may affect the holding period of the offsetting position for purposes
of the 30% of gross income test described above, and accordingly, the Fund's
ability to enter into straddles and dispose of the offsetting positions may be
limited.

Any loss realized on a sale, redemption or exchange of shares of the Fund by
a shareholder will be disallowed to the extent the shares are replaced within a
61-day period (beginning 30 days before the disposition of shares). Shares
purchased pursuant to the reinvestment of a dividend will constitute a
replacement of shares.

A shareholder who acquires shares of the Fund and sells or otherwise
disposes of such shares within 90 days of acquisition may not be allowed to
include certain sales charges incurred in acquiring such shares for purposes of
calculating gain or loss realized upon a sale or exchange of shares of the Fund.

The per share dividends on Class B and Class C shares will be lower than the
per share dividends on Class A shares as a result of the higher
distribution-related fee applicable to the Class B and Class C shares. The per
share distributions of net capital gains, if any, will be paid in the same
amount for Class A, Class B and Class C shares. See "Net Asset Value."

B-27
<PAGE>

Shareholders electing to receive dividends and distributions in the form of
additional shares will have a cost basis for federal income tax purposes in each
share so received equal to the net asset value of a share of the Fund on the
reinvestment date.

Any dividends or distributions paid shortly after a purchase by an investor
may have the effect of reducing the per share net asset value of the investor's
shares by the per share amount of the dividends or distributions. Furthermore,
such dividends or distributions, although in effect a return of capital, are
subject to federal income taxes. Prior to purchasing shares of the Fund,
therefore, the investor should carefully consider the impact of dividends or
capital gains distributions which are expected to be or have been announced.

Dividends and distributions may also be subject to state and local taxes.

PERFORMANCE INFORMATION

Average Annual Total Return. The Fund may from time to time advertise its
average annual total return. Average annual total return is determined
separately for Class A, Class B and Class C shares. See "How the Fund Calculates
Performance" in the Prospectus.

Average annual total return is computed according to the following formula:

P(1 + T)n = ERV

Where: P = a hypothetical initial payment of $1,000.
T = average annual total return.
n = number of years.
ERV = Ending Redeemable Value at the end of the 1, 5 or 10 year
periods (or fractional portion thereof) of a hypothetical
$1,000 payment made at the beginning of the 1, 5 or 10
year periods.

Average annual total return takes into account any applicable initial or
contingent deferred sales charges but does not take into account any federal or
state income taxes that may be payable upon redemption.

The average annual total return for Class A shares for the one year period
ended December 31, 1994 and the period January 22, 1990 (commencement of
offering of Class A shares) through December 31, 1994 was \'9612.49% and 6.10%,
respectively. The average annual total return for Class B shares for the one,
five and ten year periods ended on December 31, 1994 was \'9613.51%, 4.90% and
13.25%, respectively. The average annual total return for Class C shares for the
period since inception (August 1, 1994) through December 31, 1994 was \'967.27%.
See "How the Fund Calculates Performance" in the Prospectus.

Aggregate Total Return. The Fund may also advertise its aggregate total
return. Aggregate total return is determined separately for Class A, Class B and
Class C shares. See "How the Fund Calculates Performance" in the Prospectus.

Aggregate total return represents the cumulative change in the value of an
investment in the Fund and is computed according to the following formula:

ERV - P
-------
P

Where: P = a hypothetical initial payment of $1,000.
ERV = Ending Redeemable Value at the end of the 1, 5 or 10 year
periods (or fractional portion thereof) of a hypothetical
$1,000 investment made at the beginning of the 1, 5 or 10
year periods.

Aggregate total return does not take into account any federal or state
income taxes that may be payable upon redemption or any applicable initial or
contingent deferred sales charges.

The aggregate total return for Class A shares for the one year period ended
December 31, 1994 and the period January 22, 1990 (commencement of offering of
Class A shares) through December 31, 1994 was -7.89% and 41.02%,
respectively. The aggregate total return for Class B shares for the one, five
and ten year periods ended on December 31, 1994 was -8.51%, 28.04% and
264.84%, respectively. The aggregate total return for Class C shares for the
period since inception (August 1, 1994) through December 31, 1994 was -6.27%.

Yield. The Fund may from time to time advertise its yield as calculated over
a 30-day period. Yield is calculated separately for Class A, Class B and Class C
shares. This yield will be computed by dividing the Fund's net investment income
per share earned during this 30-day period by the maximum offering price per
share on the last day of this period. Yield is calculated according to the
following formula:

B-28
<PAGE>

a - b
YIELD = 2 [(----- +1)6 -1]
cd

Where: a = dividends and interest earned during the period.
b = expenses accrued for the period (net of reimbursements).
c = the average daily number of shares outstanding during the period
that were entitled to receive dividends.
d = the maximum offering price per share on the last day of the period.

Yield fluctuates and an annualized yield quotation is not a representation
by the Fund as to what an investment in the Fund will actually yield for any
given period.

The Fund's 30-day yields for the period ended December 31, 1994 were 2.90%,
2.30% and 2.30% for Class A, Class B and Class C shares, respectively.

From time to time, the performance of the Fund may be measured against
various indices. Set forth below is a chart which compares the performance of
different types of investments over the long-term and the rate of inflation.1

CHART

1 Source: Ibbotson Associates, "Stocks, Bonds, Bills and Inflation-1993
Yearbook" (annually updates the work of Roger G. Ibbotson and Rex A.
Sinquefield). Common stock returns are based on the Standard & Poor's 500 Stock
Index, a market-weighted, unmanaged index of 500 common stocks in a variety of
industry sectors. It is a commonly used indicator of broad stock price
movements.This chart is for illustrative purposes only, and is not intended to
represent the performance of any particular investment or fund.

CUSTODIAN AND TRANSFER AND DIVIDEND DISBURSING AGENT
AND INDEPENDENT ACCOUNTANTS

State Street Bank and Trust Company, One Heritage Drive, North Quincy,
Massachusetts 02171, serves as Custodian for the Fund's portfolio securities and
cash and in that capacity maintains certain financial and accounting books and
records pursuant to an agreement with the Fund. See "How the Fund is
Managed-Custodian and Transfer and Dividend Disbursing Agent" in the Prospectus.

Prudential Mutual Fund Services, Inc. (PMFS), Raritan Plaza One, Edison, New
Jersey 08837, serves as the Transfer and Dividend Disbursing Agent of the Fund.
It is a wholly-owned subsidiary of PMF. PMFS provides customary transfer agency

B-29
<PAGE>

services to the Fund, including the handling of shareholder communications, the
processing of shareholder transactions, the maintenance of shareholder account
records, the payment of dividends and distributions and related functions. For
these services, PMFS receives an annual fee per shareholder account, in addition
to a new account set-up fee for each manually-established account and a monthly
inactive zero balance account fee per shareholder account. PMFS is also
reimbursed for its out-of-pocket expenses, including but not limited to postage,
stationery, printing, allocable communications expenses and other costs. For the
year ended December 31, 1994, the Fund incurred fees of approximately $5,317,000
for the services of PMFS.

Price Waterhouse LLP, 1177 Avenue of the Americas, New York, New York 10036,
serves as the Fund's independent accountants and in that capacity audits the
Fund's annual financial statements.

B-30

<PAGE>

PRUDENTIAL UTILITY FUND Portfolio of Investments
December 31, 1994
<TABLE>
<CAPTION>
Value
Shares Description (Note 1)
<C> <S> <C>
LONG-TERM INVESTMENTS--95.9%
Common Stock--91.6%
Communications--23.6%
1,500,000 AirTouch
Communications*......... $ 43,687,500
582,200 American Telephone &
Telegraph Co............ 29,255,550
1,050,000 BCE Inc................... 33,731,250
755,200 BellSouth Corp............ 40,875,200
3,200,000 British Telecommunications
PLC
(ADR) (United
Kingdom)................ 18,948,259
2,067,000 MCI Communications
Corp.................... 37,981,125
1,175,000 MTC Electronic
Technologies Co.,
Ltd.*................... 3,525,000
2,403,300 NYNEX Corp................ 88,321,275
398,000 Philippine Long Distance
Telephone Co. (ADR)
(Philippines)........... 21,541,750
79,100 PT Indonesian Satellite
(ADR)
(Indonesia)*............ 2,827,825
330,000 Rochester Telephone
Corporation............. 6,971,250
17,700,000 SIP (Italy)............... 45,936,430
2,719,200 Southern New England
Telecommunications
Corp.................... 87,354,300
2,519,300 Sprint Corp............... 69,595,662
19,500,000 Stet-Societa Finanziaria
Telefonica
P.A. (Italy)............ 57,263,385
1,241,700 Tele Danmark (ADR)
(Denmark)*.............. 31,663,350
527,000 Telebras (ADR) (Brazil)... 23,583,250
2,550,000 Telefonica de Espana, S.A.
(ADR) (Spain)........... 89,568,750
2,474,200 Telefonos de Mexico, S.A.
(ADR) (Mexico).......... 101,442,200
1,713,700 US West, Inc.............. 61,050,563
--------------
895,123,874
--------------
Electric Power--37.3%
1,058,927 AES Corp.*................ $ 20,649,076
1,000,000 California Energy Company,
Inc.*................... 15,625,000
1,033,400 Central Louisiana Electric
Company, Inc............ 24,414,075
1,241,600 Central Maine Power Co.... 17,072,000
3,582,685 Cinergy Corporation....... 83,745,262
3,700,000 CMS Energy Corporation.... 84,637,500
1,249,160 Compania Energetica de
Minas Gerais-Cemig (ADR)
(Brazil)*............... 29,823,695
17,779,000 Consolidated Electric
Power
(Hong Kong)*............ 39,059,576
63,200 Destec Energy, Inc.*...... 671,500
2,000,600 Detroit Edison Co......... 52,265,675
1,396,900 DPL Inc................... 28,636,450
130,000 DQE Inc................... 3,851,250
896,300 Eastern Utilities
Associates.............. 19,718,600
1,710,200 El Paso Electric Company
*/**.................... 1,389,538
1,247,700 Empresa Nacional de
Electricidad S.A. (ADR)
(Spain)................. 50,531,850
4,137,602 Entergy Corporation....... 90,510,044
381,000 Evn Energie - Versorgung
Niederoesterreich AG
(Austria)............... 49,495,943
2,094,900 General Public Utilities
Corporation............. 54,991,125
420,000 Huaneng Power
International Inc. (ADR)
(China)*................ 6,195,000
9,831,000 Iberdrola (Spain)......... 60,613,303
3,351,700 Illinova Corp............. 72,899,475
887,600 Kansas City Power & Light
Co...................... 20,747,650
89,600 Kenetech Corp.*........... 1,288,000
985,600 Long Island Lighting
Co...................... 15,153,600
6,000,000 National Power PLC
(United Kingdom)........ 46,054,796
1,822,000 New York State Electric &
Gas Corp................ 34,618,000
1,458,000 Niagara Mohawk Power
Corp.................... 20,776,500
1,018,200 NIPSCO Industries, Inc.... 30,291,450
1,873,900 Northeast Utilities....... 40,523,087
</TABLE>

See Notes to Financial Statements.

B-31
<PAGE>

PRUDENTIAL UTILITY FUND
<TABLE>
<CAPTION>
Value
Shares Description (Note 1)
<C> <S> <C>
Electric Power--(cont'd)
770,000 Oester Elektrizita
(Austria)............... $ 44,473,986
2,711,900 Peco Energy Co............ 66,441,550
2,303,400 Pinnacle West Capital
Corp.................... 45,492,150
500,000 PowerGen PLC
(United Kingdom)........ 4,180,569
274,100 Public Service Company of
Colorado................ 8,051,688
2,057,000 Public Service Company of
New Mexico*............. 26,741,000
1,089,800 Public Service Enterprise,
Inc..................... 28,879,700
1,098,100 Sithe Energies, Inc.*..... 11,530,050
3,845,800 The Southern Company...... 76,916,000
115,000 The United Illuminating
Company................. 3,392,500
7,841,200 Tucson Electric Power
Company*................ 24,503,750
2,198,700 Unicom Corp............... 52,768,800
--------------
1,409,620,763
--------------
Natural Gas--30.1%
283,650 Bay State Gas Co.......... 6,807,600
2,231,600 British Gas PLC (ADR)
(United Kingdom)........ 108,790,500
450,000 Burlington Resources,
Inc..................... 15,750,000
3,826,275 Coastal Corp.............. 98,526,581
2,500,000 Columbia Gas System,
Inc.*/**................ 58,750,000
117,600 Eastern Enterprises....... 3,087,000
1,714,000 El Paso Natural Gas Co.... 52,277,000
500,000 Energen Corp.............. 11,000,000
903,300 Enron Corp................ 27,550,650
3,202,900 ENSERCH Corp.............. 42,038,062
1,500,000 Equitable Resources,
Inc..................... 40,687,500
690,300 KN Energy, Inc............ 16,394,625
703,600 MCN Corporation........... 12,752,750
810,600 NICOR, Inc................ 18,441,150
3,148,000 Noram Energy
Corporation............. 16,920,500
700,000 Oryx Energy Co.*.......... 8,312,500
3,544,300 Pacific Enterprises....... 75,316,375
4,822,800 Panhandle Eastern
Corporation............. 95,250,300
117,600 Providence Energy Corp.... $ 1,866,900
1,880,400 Questar Corp.............. 51,711,000
3,593,300 Sonat, Inc................ 100,612,400
990,000 Sonat Offshore Drilling,
Inc..................... 17,572,500
205,400 Southwest Gas
Corporation............. 2,901,275
802,500 Talisman Energy, Inc.
(Canada)*............... 13,451,320
521,800 Tejas Power Corp.*........ 4,826,650
7,700,000 TransCanada Pipelines Ltd.
(Canada)................ 94,053,138
1,916,300 Transco Energy Co......... 31,858,487
2,200,000 Westcoast Energy, Inc..... 34,925,000
2,868,750 Williams Cos., Inc........ 72,077,344
161,150 Yankee Energy System,
Inc..................... 3,505,013
--------------
1,138,014,120
--------------
Realty Investment Trust--0.6%
52,500 Charles E. Smith
Residential
Realty, Inc............. 1,332,187
700,000 Equity Residential
Property Trust.......... 21,000,000
--------------
22,332,187
--------------
Total common stock
(cost $3,322,193,986)... 3,465,090,944
--------------
Preferred Stock--0.2%
Electric Power
440,000 Kenetech Corp.,
Convertible, $2.18
(cost $8,878,321)......... 6,765,000
--------------

<CAPTION>
Principal
Amount Bonds--4.1%
(000) Communications
- ----------
<C> <S> <C>
$ 2,250 MTC Electronic
Technologies Co., Ltd.
8.00%, 7/31/03............ 1,440,000
--------------
Electric Power--1.5%
5,000 Arkansas Power & Light
Co.,
10.00%, 2/1/20............ 5,177,550
</TABLE>

See Notes to Financial Statements.

B-32
<PAGE>

PRUDENTIAL UTILITY FUND
<TABLE>
<CAPTION>
Principal
Amount Value
(000) Description (Note 1)
<C> <S> <C>
Electric Power--(cont'd)
Cincinnati Gas & Electric
Co.,
$ 6,500 9.70%, 6/15/19............ $ 6,031,220
10,000 10.20%, 12/1/20........... 10,905,200
10,000 Cleveland Electric
Illumination Co.,
9.375%, 3/1/17............ 8,548,500
10,000 Commonwealth Edison Co.,
9.625%, 7/1/19............ 9,811,800
10,000 Niagara Mohawk Power
Corp.,
9.50%, 3/1/21............. 9,447,400
5,000 Texas Utilities Co.,
9.75%, 5/1/21............. 5,192,550
--------------
55,114,220
--------------
Natural Gas--2.6%
20,000 Arkla, Inc.,
10.00%, 11/15/19.......... 19,400,000
Burlington Resources,
Inc.,
10,000 8.50%, 10/1/01............ 10,026,200
15,000 9.125%, 10/1/21........... 15,624,600
Coastal Corp.,
5,000 8.125%, 9/15/02........... 4,728,500
15,000 9.625%, 5/15/12........... 15,440,850
Columbia Gas System,
Inc.,*/**
2,500 10.25%, 5/1/99............ 3,100,000
1,031 10.25%, 8/1/11............ 1,299,060
1,000 10.50%, 6/1/12............ 1,250,000
8,180 10.15%, 11/1/13........... 10,061,400
Oryx Energy Co.,
2,000 9.50%, 11/1/99............ 1,880,580
1,000 7.50%, 5/15/14............ 695,000
15,000 Williams Cos., Inc.,
8.875%, 9/15/12........... 14,833,050
--------------
98,339,240
--------------
Total bonds
(cost $160,416,309)..... $ 154,893,460
--------------
Total long-term
investments
(cost $3,491,488,616)... 3,626,749,404
--------------
SHORT-TERM INVESTMENTS--3.3%
Commercial Paper--3.3%
$ 10,324 Chemical Bank,
6.25%, 1/3/95........... 10,324,000
114,000 First Union National Bank
of North Carolina,
5.00%, 1/3/95............. 114,000,000
--------------
Total commercial paper
(cost $124,324,000)..... 124,324,000
--------------
Repurchase Agreement
1,204 Joint Repurchase Agreement
Account,
5.82%, 1/3/95
(cost $1,204,000; Note
5)...................... 1,204,000
--------------
Total short-term
investments
(cost $125,528,000)..... 125,528,000
--------------
Total Investments--99.2%
(cost $3,617,016,616; Note
4)...................... 3,752,277,404
Other assets in excess of
liabilities--0.8%....... 28,797,541
--------------
Net Assets--100%.......... $3,781,074,945
--------------
--------------
</TABLE>

- ---------------
*Non-income producing securities.
**Issuer in bankruptcy.
ADR--American Depository Receipt.
See Notes to Financial Statements.

B-33
<PAGE>

PRUDENTIAL UTILITY FUND
Statement of Assets and Liabilities
<TABLE>
<CAPTION>
Assets December 31, 1994
-----------------
<S> <C>
Investments, at value (cost $3,617,016,616)........................................... $ 3,752,277,404
Foreign currency, at value (cost $737,174)............................................ 746,037
Cash.................................................................................. 84,186
Receivable for investments sold....................................................... 37,183,207
Dividends and interest receivable..................................................... 17,146,479
Receivable for Fund shares sold....................................................... 3,136,933
Deferred expenses and other assets.................................................... 62,499
-----------------
Total assets...................................................................... 3,810,636,745
-----------------
Liabilities
Payable for investments purchased..................................................... 11,630,663
Payable for Fund shares reacquired.................................................... 11,491,933
Distribution fee payable.............................................................. 3,079,434
Accrued expenses and other liabilities................................................ 1,366,028
Management fee payable................................................................ 1,340,327
Withholding taxes payable............................................................. 653,415
-----------------
Total liabilities................................................................. 29,561,800
-----------------
Net Assets............................................................................ $ 3,781,074,945
-----------------
-----------------
Net assets were comprised of:
Common stock, at par................................................................ $ 4,578,952
Paid-in capital in excess of par.................................................... 3,286,917,668
-----------------
3,291,496,620
Undistributed net investment income................................................. 362,044,704
Distributions in excess of net realized gain on investments......................... (7,736,986)
Net unrealized appreciation on investments and foreign currencies................... 135,270,607
-----------------
Net assets, December 31, 1994....................................................... $ 3,781,074,945
-----------------
-----------------
Class A:
Net asset value and redemption price per share
($253,794,538 / 30,686,691 shares of common stock issued and outstanding)......... $8.27
Maximum sales charge (5.00% of offering price)...................................... .44
-----------------
Maximum offering price to public.................................................... $8.71
-----------------
-----------------
Class B:
Net asset value, offering price and redemption price per share
($3,526,493,619 / 427,113,205 shares of common stock issued and outstanding)...... $8.26
-----------------
-----------------
Class C:
Net asset value, offer price and redemption price per share
($786,788 / 95,290 shares of common stock issued and outstanding)................. $8.26
-----------------
-----------------
</TABLE>
See Notes to Financial Statements.

B-34
<PAGE>

PRUDENTIAL UTILITY FUND
Statement of Operations
<TABLE>
<CAPTION>
Year Ended
December 31,
Net Investment Loss 1994
-----------------
Income
<S> <C>
Dividends (net of foreign
withholding taxes of
$5,478,433)..................... $166,710,397
Interest.......................... 22,599,083
-------------
Total income.................... 189,309,480
-------------
Expenses
Distribution fee--Class A......... 734,666
Distribution fee--Class B......... 41,520,608
Distribution fee--Class C......... 1,791
Management fee.................... 17,824,846
Transfer agent's fees and
expenses.......................... 6,865,000
Reports to shareholders........... 1,794,000
Custodian's fees and expenses..... 1,175,000
Registration fees................. 150,000
Insurance......................... 108,000
Legal fees........................ 100,000
Audit fee......................... 58,000
Directors' fees................... 43,000
Miscellaneous..................... 92,412
-------------
Total expenses.................. 70,467,323
-------------
Net investment income............... 118,842,157
-------------
Realized and Unrealized Gain (Loss)
on Investments and Foreign Currency
Transactions
Net realized gain on:
Investment transactions........... 137,946,117
Foreign currency transactions..... 173,190
-------------
138,119,307
-------------
Net change in unrealized
appreciation/depreciation on:
Securities........................ (646,919,194)
Foreign currencies................ (304,874)
-------------
(647,224,068)
-------------
Net loss on investments and foreign
currencies........................ (509,104,761)
-------------
Net Decrease in Net Assets
Resulting from Operations........... $(390,262,604)
-------------
-------------
</TABLE>

See Notes to Financial Statements.

PRUDENTIAL UTILITY FUND
Statement of Changes in Net Assets
<TABLE>
<CAPTION>
Year Ended December 31,
Increase (Decrease) -------------------------------
in Net Assets 1994 1993
--------------- --------------
<S> <C> <C>

Operations
Net investment
income.............. $ 118,842,157 $ 110,658,076
Net realized gain on
investments and
foreign currency
transactions...... 138,119,307 215,901,385
Net change in
unrealized
appreciation/depreciation
of investments and
foreign
currencies . . . . (647,224,068) 257,763,554
--------------- --------------
Net increase
(decrease) in net
assets resulting
from operations... (390,262,604) 584,323,015
--------------- --------------
Net equalization
credits
(debits).......... (57,041,187) 95,670,312
--------------- --------------
Dividends and distributions (Note 1)
Dividends from net
investment income
Class A........... (9,948,533) (8,808,902)
Class B........... (105,699,604) (99,427,992)
Class C........... (7,937) --
--------------- --------------
(115,656,074) (108,236,894)
--------------- --------------
Distributions from
net realized gains
Class A........... (10,711,271) (13,264,520)
Class B........... (150,769,531) (189,046,028)
Class C........... (22,563) --
--------------- --------------
(161,503,365) (202,310,548)
--------------- --------------
Distributions in
excess of net
realized gains
Class A........... (501,648) --
Class B........... (7,061,091) --
Class C........... (1,057) --
--------------- --------------
(7,563,796) --
--------------- --------------
Fund share transactions (Note 5)
Proceeds from shares
subscribed........ 467,562,860 1,512,896,198
Net asset value of
shares issued in
reinvestment of
dividends and
distributions..... 237,969,009 260,462,818
Cost of shares
reacquired.......... (1,284,670,198) (689,440,495)
--------------- --------------
Net increase
(decrease) in net
assets from Fund
share
transactions...... (579,138,329) 1,083,918,521
--------------- --------------
Total increase
(decrease).......... (1,311,165,355) 1,453,364,406
Net Assets
Beginning of year..... 5,092,240,300 3,638,875,894
--------------- --------------
End of year........... $ 3,781,074,945 $5,092,240,300
--------------- --------------
--------------- --------------
</TABLE>

See Notes to Financial Statements.

B-35
<PAGE>

PRUDENTIAL UTILITY FUND
Notes to Financial Statements
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. Utility companies include electric, gas, gas pipeline, telephone,
telecommunications, water and cable 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 year. 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 year.
Net realized gains on foreign currency transactions of $173,190 represent 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 year end exchange rates are reflected
as a component of unrealized appreciation or depreciation 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 foreign 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.

B-36
<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 $173,190 and decrease accumulated net realized gain on investments by
$173,190 for realized foreign currency gains realized during the fiscal year.
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 with Prudential Securities Incorporated (``PSI''), which
acts as distributor of the Class B and Class C shares of the Fund (collectively,
the ``Distributors''). The Fund compensates the Distributors for distributing
and servicing the Fund's Class A, Class B and Class C shares, pursuant to plans
of distribution (the ``Class A, B and C Plans''), regardless of expenses
actually incurred by them. The distribution fees are accrued daily and payable
monthly.
On July 19, 1994, shareholders of the Fund approved amendments to the Class A
and Class B Plans under which the distribution plans became compensation plans,
effective August 1, 1994. Prior thereto, the distribution plans were
reimbursement plans, under which PMFD and PSI were reimbursed for expenses
actually incurred by them up to the amount permitted under the Class A and Class
B Plans, respectively. The Fund is not obligated to pay any prior or future
excess distribution costs (costs incurred by the Distributors in excess of
distribution fees paid by the Fund or contingent deferred sales charges received
by the Distributors). The rate of the distribution fees charged to Class A and
Class B shares of the Fund did not change under the amended plans of
distribution. The Fund began offering Class C shares on August 1, 1994.
Pursuant to the Class A, B and C Plans, the Fund compensates the Distributors
for distribution-related activities at an annual rate of up to .30 of 1%, 1% and
1% of the average daily net assets of the Class A, B and C shares, respectively.
Such expenses under the Plans were .25 of 1%, 1% and 1% of the average daily net
assets of the Class A, B and C shares, respectively, for the fiscal year ended
December 31, 1994.
PMFD has advised the Fund that it has received approximately $1,268,700 in
front-end sales charges resulting from sales of Class A shares during the year
ended December 31, 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.
PSI advised the Fund that for the year ended December 31, 1994, it received
approximately $8,431,000 in contingent deferred sales charges imposed upon
redemptions by certain Class B and Class C shareholders.

B-37
<PAGE>

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 year ended December 31, 1994, the Fund incurred fees of approximately
$5,317,000 for the services of PMFS. As of December 31, 1994, approximately
$419,000 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 year ended December 31, 1994, PSI earned approximately $288,200 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 year ended
December 31, 1994, were $630,775,664 and $988,022,736, respectively.
The federal income tax basis of the Fund's investments at December 31, 1994
was $3,618,221,373 and, accordingly, net unrealized appreciation for federal
income tax purposes was $134,056,031 (gross unrealized
appreciation--$361,209,208; gross unrealized depreciation--$227,153,177).
The Fund elected to treat approximately $6,919,000 of net capital losses and
approximately $11,800 of net currency losses incurred during the two month
period ended December 31, 1994 as having incurred in the following fiscal year.

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 December 31, 1994, the Fund has a 0.2% undivided interest in the joint
account. The undivided interest for the Fund represented $1,204,000 in the
principal amount. As of such date, each repurchase agreement in the joint
account and the collateral therefor was as follows:
Goldman, Sachs & Co., 5.75%, in the principal amount of $250,000,000,
repurchase price $250,159,722, due 1/3/95. The value of the collateral including
accrued interest is $255,000,108.
Lehman Government Securities Inc., 5.90%, in the principal amount of
$70,000,000, repurchase price $70,045,889, due 1/3/95. The value of the
collateral including accrued interest is $71,379,084.
Morgan Stanley & Co., 5.75%, in the principal amount of $250,000,000,
repurchase price $250,159,722, due 1/3/95. The value of the collateral including
accrued interest is $255,146,220.
Smith Barney, Inc., 5.95%, in the principal amount of $200,000,000,
repurchase price $200,132,222, due 1/3/95. The value of the collateral including
accrued interest is $204,036,161.

Note 6. Capital The Fund currently offers
Class A, Class B and Class C shares. Class A
shares are sold with a front-end sales charge of up to 5%. 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. Class C shares are sold
with a contingent deferred sales charge of 1% during the first year. Class B
shares will automatically convert to Class A shares on a quarterly basis
approximately seven years after purchase commencing in or about February, 1995.
There are 2 billion shares of $.01 par value per share common stock
authorized which consists of 566,666,666 shares of Class A common stock,
866,666,667 shares of Class B common stock and 566,666,667 shares of Class C
common stock. Transactions in shares of common stock for the year ended December
31, 1994 and 1993 were as follows:
<TABLE>
<CAPTION>
Class A Shares Amount
- ---------------------------- ------------ ---------------
<S> <C> <C>
Year ended December 31,
1994:
Shares sold................. 9,835,226 $ 90,667,332
Shares issued in
reinvestment of dividends
and distributions......... 2,285,997 19,666,231
Shares reacquired........... (16,079,665) (148,287,334)
------------ ---------------
Net decrease in shares
outstanding............... (3,958,442) $ (37,953,771)
------------ ---------------
------------ ---------------
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>

B-38
<PAGE>

<TABLE>
<CAPTION>
Class B Shares Amount
- --------------------------- ------------ ---------------
<S> <C> <C>
Year ended December 31,
1994:
Shares sold................ 44,735,679 $ 376,053,154
Shares issued in
reinvestment of dividends
and distributions........ 28,031,504 218,274,190
Shares reacquired.......... (136,533,323) (1,136,361,083)
------------ ---------------
Net decrease in shares
outstanding.............. (63,766,140) $ (542,033,739)
------------ ---------------
------------ ---------------
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
------------ ---------------
------------ ---------------
<CAPTION>
Class C
- ---------------------------
<S> <C> <C>
August 1, 1994* through
December 31, 1994:
Shares sold................ 94,343 $ 842,374
Shares issued in
reinvestment of
dividends and
distributions............ 3,437 28,588
Shares reacquired.......... (2,490) (21,781)
------------ ---------------
Net increase in shares
outstanding.............. 95,290 $ 849,181
------------ ---------------
------------ ---------------
- ---------------
* Commencement of offering of Class C shares.
</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 financial position and results of
operations.

B-39
<PAGE>
<TABLE>
PRUDENTIAL UTILITY FUND
Financial Highlights
<CAPTION>

Class A Class B Class C
----------------------------------------------------- ----------------------------------------------- ------------
January 22, August 1,
1990DD 1994DDD
PER SHARE Year Ended December 31, Through Year Ended December 31, Through
OPERATING -------------------------------------- December 31, ----------------------------------------------- December 31,
PERFORMANCE: 1994 1993 1992 1991 1990 1994 1993 1992 1991 1990 1994
----------- ------ ------ ------ ------------ ----------- ------ ------ ------ ------ ------------
<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 $ 9.30
------- ------ ------ ------ ------ ------- ------ ------ ------ ------ ------
Income
from
investment
operations:
Net
investment
income...... .31 .33 .38 .39 .36 .24 .24 .31 .32 .31 .11
Net
realized and
unrealized
gains
(losses) on
investment
and foreign
currency
trans-
actions.... (1.06) 1.12 .45 1.10 (.38) (1.05) 1.12 .46 1.10 (.91) (.69)
------- ------ ------ ------ ------ ------- ------ ------ ------ ------ ------
Total from
investment
opera-
tions.... (.75) 1.45 .83 1.49 (.02) (.81) 1.36 .77 1.42 (.60) (.58)
------- ------ ------ ------ ------ ------- ------ ------ ------ ------ ------
Less
distributions:
Dividends
from net
investment
income..... (.32) (.29) (.34) (.39) (.40) (.24) (.22) (.28) (.33) (.34) (.13)
Distributions
from net
realized
gains...... (.36) (.41) (.24) (.01) (.60) (.36) (.41) (.24) (.01) (.60) (.31)
Distributions
in excess
of net
realized
gains...... (.02) -- -- -- -- (.02) -- -- -- -- (.02)
------- ------ ------ ------ ------ ------- ------ ------ ------ ------ ------
Total
distri-
butions.... (.70) (.70) (.58) (.40) (1.00) (.62) (.63) (.52) (.34) (.94) (.46)
------- ------ ------ ------ ------ ------- ------ ------ ------ ------ ------
Net asset
value, end
of period..$ 8.27 $ 9.72 $ 8.97 $ 8.72 $ 7.63 $ 8.26 $ 9.69 $ 8.96 $ 8.71 $ 7.63 $ 8.26
======= ====== ====== ====== ====== ======= ====== ====== ====== ====== ======
TOTAL
RETURN#...... (7.89)% 16.28% 9.88% 19.95% (0.11)% (8.51)% 15.27% 9.02% 19.01% (6.48)% (6.27)%
RATIOS/SUPPLEMENTAL
DATA:
Net assets,
end of
period
(000,000).. $254 $337 $201 $111 $73 $3,526 $4,756 $3,438 $2,818 $2,395 $787*
Average net
assets
(000,000).. $294 $287 $149 $85 $51 $4,152 $4,308 $3,027 $2,529 $2,315 $433*
Ratios to
average net
assets:**
Expenses,
including
distribution
fees....... .88% .80% .81% .87% .97%D 1.63% 1.60% 1.61% 1.67% 1.73% 1.70%D
Expenses,
excluding
distribution
fees....... .63% .60% .61% .67% .77%D .63% .60% .61% .67% .74% .70%D
Net investment
income..... 3.37% 3.16% 4.14% 4.69% 4.78%D 2.62% 2.36% 3.34% 3.89% 3.94% 2.65%D
Portfolio
turnover
rate....... 15% 24% 24% 38% 53% 15% 24% 24% 38% 53% 15%
</TABLE>

- ---------------
D Annualized.
DD Commencement of offering of Class A shares.
DDD Commencement of offering of Class C 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.
* Figures are rounded to the nearest thousand.
** Because of the event referred to in DDD and the timing of such, the
ratios for Class C shares are not necessarily comparable to that of
Class A or Class B shares and are not necessarily indicative of
future ratios.

See Notes to Financial Statements.

B-40
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders and Board of Directors of
Prudential Utility Fund

In our opinion, the accompanying statement of assets and liabilities, including
the portfolio of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of Prudential Utility Fund (the
"Fund") at December 31, 1994, the results of its operations for the year then
ended, the changes in its net assets for each of the two years in the period
then ended and the financial highlights for each of the five years in the period
then ended, in conformity with generally accepted accounting principles. These
financial statements and financial highlights (hereafter referred to as
"financial statements") are the responsibility of the Fund's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of securities at
December 31, 1994 by correspondence with the custodian and brokers, provide a
reasonable basis for the opinion expressed above.

PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York
February 23, 1995

B-41

<PAGE>

Prudential Mutual Funds
Supplement dated August 1, 1995

The following information supplements the Statement of Additional
Information of each of the Funds listed below.

MANAGER

Prudential Mutual Fund Management, Inc. (PMF or the Manager), the Manager of
the Fund, is a subsidiary of Prudential Securities Incorporated and The
Prudential Insurance Company of America (Prudential). PMF has three wholly-owned
subsidiaries: Prudential Mutual Fund Distributors, Inc., Prudential Mutual Fund
Services, Inc. (PMFS or the Transfer Agent) and Prudential Mutual Fund
Investment Management, Inc. PMFS serves as the transfer agent for the Prudential
Mutual Funds and, in addition, provides customer service, record keeping and
management and administration services to qualified plans.

Prudential is one of the largest diversified financial services institutions
in the world and, based on total assets, the largest insurance company in North
America as of December 31, 1994. Its primary business is to offer a full range
of products and services in three areas: insurance, investments and home
ownership for individuals and families; health-care management and other benefit
programs for employees of companies and members of groups; and asset management
for institutional clients and their associates. Prudential (together with its
subsidiaries) employs nearly 100,000 persons worldwide, and maintains a sales
force of approximately 19,000 agents, 3,400 insurance brokers and 6,000
financial advisors. It insures or provides other financial services to more than
50 million people worldwide. Prudential is a major issuer of annuities,
including variable annuities. Prudential seeks to develop innovative products
and services to meet consumer needs in each of its business areas.

Investment advisory services are provided to the Fund by a unit of The
Prudential Investment Corporation (PIC or the Subadviser), a subsidiary of
Prudential.

From time to time, there may be media coverage of portfolio managers and
other investment professionals associated with the Manager and the Subadviser in
national and regional publications, on television and in other media.
Additionally, individual mutual fund portfolios are frequently cited in surveys
conducted by national and regional publications and media organizations such as
The Wall Street Journal, The New York Times, Barron's and USA Today.

SHAREHOLDER INVESTMENT ACCOUNT

Mutual Fund Programs

From time to time, the Fund (or a portfolio of the Fund, if applicable) may
be included in a mutual fund program with other Prudential Mutual Funds. Under
such a program, a group of portfolios will be selected and thereafter promoted
collectively. Typically, these programs are created with an investment theme,
e.g., to seek greater diversification, protection from interest rate movements
or access to different management styles. In the event such a program is
instituted, there may be a minimum investment requirement for the program as a
whole. The Fund may waive or reduce the minimum initial investment requirements
in connection with such a program.

The mutual funds in the program may be purchased individually or as a part
of the program. Since the allocation of portfolios included in the program may
not be appropriate for all investors, investors should consult their Prudential
Securities Financial Advisor or Prudential/Pruco Securities Representative
concerning the appropriate blend of portfolios for them. If investors elect to
purchase the individual mutual funds that constitute the program in an
investment ratio different from that offered by the program, the standard
minimum investment requirements for the individual mutual funds will apply.

<PAGE>

APPENDIX--GENERAL INVESTMENT INFORMATION

The following terms are used in mutual fund investing.

Asset Allocation

Asset allocation is a technique for reducing risk, providing balance. Asset
allocation among different types of securities within an overall investment
portfolio helps to reduce risk and to potentially provide stable returns, while
enabling investors to work toward their financial goal(s). Asset allocation is
also a strategy to gain exposure to better performing asset classes while
maintaining investment in other asset classes.

Diversification

Diversification is a time-honored technique for reducing risk, providing
``balance'' to an overall portfolio and potentially achieving more stable
returns. Owning a portfolio of securities mitigates the individual risks (and
returns) of any one security. Additionally, diversification among types of
securities reduces the risks and (general returns) of any one type of security.

Duration

Debt securities have varying levels of sensitivity to interest rates. As
interest rates fluctuate, the value of a bond (or a bond portfolio) will
increase or decrease. Longer term bonds are generally more sensitive to changes
in interest rates. When interest rates fall, bond prices generally rise.
Conversely, when interest rates rise, bond prices generally fall.

Duration is an approximation of the price sensitivity of a bond (or a bond
portfolio) to interest rate changes. It measures the weighted average maturity
of a bond's (or a bond portfolio's) cash flows, i.e., principal and interest
rate payments. Duration is expressed as a measure of time in years--the longer
the duration of a bond (or a bond portfolio), the greater the impact of interest
rate changes on the bond's (or the bond portfolio's) price. Duration differs
from effective maturity in that duration takes into account call provisions,
coupon rates and other factors. Duration measures interest rate risk only and
not other risks, such as credit risk and, in the case of non-U.S. dollar
denominated securities, currency risk. Effective maturity measures the final
maturity dates of a bond (or a bond portfolio).

Market Timing

Market timing--buying securities when prices are low and selling them when
prices are relatively higher--may not work for many investors because it is
impossible to predict with certainty how the price of a security will fluctuate.
However, owning a security for a long period of time may help investors offset
short-term price volatility and realize positive returns.

Power of Compounding

Over time, the compounding of returns can significantly impact investment
returns. Compounding is the effect of continuous investment on long-term
investment results, by which the proceeds of capital appreciation (and income
distributions, if elected) are reinvested to contribute to the overall growth of
assets. The long-term investment results of compounding may be greater than that
of an equivalent initial investment in which the proceeds of capital
appreciation and income distributions are taken in cash.

<PAGE>

APPENDIX--PORTFOLIO MANAGERS

The following information supplements only the Statement of Additional
Information of the captioned Fund.

Prudential Allocation Fund (Conservative Portfolio)
Prudential Multi-Sector Fund, Inc.

Gregory Goldberg, serves as the portfolio manager of Prudential Multi-Sector
Fund, Inc. and Prudential Allocation Fund (Conservative Portfolio). In making
equity investments, Mr. Goldberg generally focuses on stocks with a potential
for capital appreciation. He utilizes a ``bottom-up'' approach, selecting stocks
that, in his opinion, have strong fundamentals regardless of industry
performance. He evaluates a company's earnings and balance sheet to find
companies that, in his view, are leaders in their fields and have strong growth
potential. With respect to fixed-income securities, Mr. Goldberg generally
focuses on issues with a potential for total return, selecting securities that,
in his opinion, compare favorably in terms of price and yield relative to
maturity.

Prudential Equity Fund, Inc.

Thomas R. Jackson, has served as the portfolio manager of Prudential Equity
Fund, Inc. (the Fund) since 1990. He utilizes a ``value'' investing style in
managing the Fund. Value investing is a disciplined approach which attempts to
identify strong companies selling at a discount from their perceived true worth.
Mr. Jackson selects stocks for the Fund's portfolio at prices which in his view
are temporarily low relative to the company's earnings, assets, cash flow and
dividends. He may invest in out-of-favor companies as long as they meet his
strict criteria for value: financial soundness and low price relative to
earnings, book value and cash flow.

Prudential Equity Income Fund

Warren Spitz serves as the portfolio manager of Prudential Equity Income
Fund. He utilizes a ``value'' investing style in managing the Fund. Value
investing is a disciplined approach which attempts to identify strong companies
that are selling at a discount from their perceived true worth. Mr. Spitz seeks
to invest in companies that in his view have the potential to produce both
above-average earnings and dividend growth over the long term. These types of
companies are sometimes referred to as ``high dividend stocks.'' He seeks to
invest in securities at prices which in his view are temporarily low relative to
the company's earnings, assets, cash flow and dividends.

Prudential Global Fund, Inc.
Prudential Europe Growth Fund, Inc.
Prudential Pacific Growth Fund, Inc.

Daniel J. Duane, serves as the portfolio manger of Prudential Global Fund,
Inc., Prudential Global Genesis Fund, Inc., Prudential Europe Growth Fund, Inc.,
and Prudential Pacific Growth Fund, Inc. Consistent with the investment
objectives and policies of each Fund, Mr. Duane evaluates the economic climate
in various countries and focuses on growth-oriented global equity investments.
He seeks to identify long-term themes and changing economic conditions that, in
his opinion, will lead to earnings growth. His portfolio management style can be
referred to as ``bottom up'' in that his primary focus is on individual stocks.
He evaluates historical business trends in the United States when looking for
long-term investment opportunities abroad (the ``rear view mirror'' analysis).
In globally-diversified portfolios, the portfolio manager generally maintains
exposure to major world stock markets. Under normal market conditions, the
portfolio manager seeks to keep the portfolios fully invested. Mr. Duane
consults with a team of regional equity analysts who provide research on
existing holdings of each Fund and on potential acquisitions.

Prudential Utility Fund, Inc.

According to data provided by Lipper Analytical Services, Inc., Prudential
Utility Fund, Inc. (the Fund) is among the oldest and largest U.S. mutual funds
in the utility category of mutual funds. David Kiefer, CFA, serves as the
portfolio manager of the Fund and seeks to invest in a broad range of utilities
companies including electric, gas, gas pipeline, telephone communications, water
and cable companies from around the world. Historically, the Fund invested in
traditional types of utility companies--principally, electric, gas and telephone
companies. The portfolio manager seeks to invest in companies that have the
potential for above-average earnings and dividend growth over the long term and
considers such factors as cash flow in selecting portfolio securities.

<PAGE>

APPENDIX--HISTORICAL PERFORMANCE DATA

The historical performance data contained in this Appendix relies on data
obtained from statistical services, reports and other services believed by the
Manager to be reliable. The information has not been independently verified by
the Manager.

The following chart shows the long term performance of various asset classes and
the rate of inflation.

[GRAPH]

Source: Stocks, Bonds, Bills, and Inflation 1995 yearbook, Ibbotson Associates,
Chicago (annually updates work by Roger G. Ibbotson and Rex A. Sinquefield).
Used with permission. All rights reserved. This chart is for illustrative
purposes only and is not indicative of the past, present, or future performance
of any asset class or any Prudential Mutual Fund.

Generally, stock returns are attributable to capital appreciation and the
reinvestment of distributions. Bond returns are attributable mainly to the
reinvestment of distributions. Also, stock prices are usually more volatile than
bond prices over the long-term.

Small stock returns for 1926-1989 are those of stocks comprising the 5th
quintile of the New York Stock Exchange. Thereafter, returns are those of the
Dimensional Fund Advisors (DFA) Small Company Fund. Common stock returns are
based on the S&P Composite Index, a market-weighted, unmanaged index of 500
stocks (currently) in a variety of industries. It is often used as a broad
measure of stock market performance.

Long-term government bond returns are represented by a portfolio that contains
only one bond with a maturity of roughly 20 years. At the beginning of each year
a new bond with a then-current coupon replaces the old bond. Treasury bill
returns are for a one-month bill. Treasuries are guaranteed by the government as
to the timely payment of principal and interest; equities are not. Inflation is
measured by the consumer price index (CPI).

IMPACT OF INFLATION. The "real" rate of investment return is that which exceeds
the rate of inflation, the percentage change in the value of consumer goods and
the general cost of living. A common goal of long-term investors is to outpace
the erosive impact of inflation on investment returns.

II-1

<PAGE>

Set forth below is historical performance data relating to various sectors
of the fixed-income securities markets. The chart shows the historical total
returns of U.S. Treasury bonds, U.S. mortgage securities, U.S. corporate bonds,
U.S. high yield bonds and world government bonds on an annual basis from 1987 to
May 1995. The total returns of the indices include accrued interest, plus the
price changes (gains or losses) of the underlying securities during the period
mentioned. The data is provided to illustrate the varying historical total
returns and investors should not consider this performance data as an indication
of the future performance of the Fund or of any sector in which the Fund
invests.

All information relies on data obtained from statistical services, reports
and other services believed by the Manager to be reliable. Such information has
not been verified. The figures do not reflect the operating expenses and fees of
a mutual fund. See "Fund Expenses" in the prospectus. The net effect of the
deduction of the operating expenses of a mutual fund on these historical total
returns, including the compounded effect over time, could be substantial.

HISTORICAL TOTAL RETURNS OF DIFFERENT BOND MARKET SECTORS

<TABLE>
<CAPTION>
YEAR 87 88 89 90 91 92
- ---------------------------------------------------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
U.S. Government Treasury Bonds 1 ................... 2.0% 7.0% 14.4% 8.5% 15.3% 7.2%
U.S. Government Mortgage Securities 2 .............. 4.3% 8.7% 15.4% 10.7% 15.7% 7.0%
U.S. Investment Grade Corporate Bonds 3 ............ 2.0% 9.2% 14.1% 7.1% 18.5% 8.7%
U.S. High Yield Corporate Bonds 4 .................. 5.0% 12.5% 0.8% -9.8% 46.2% 15.8%
World Government Bonds 5 ........................... 35.2% 2.3% -3.4% 15.3% 16.2% 4.8%
----- ----- ----- ----- ----- -----

Difference between highest and lowest return
in percent ....................................... 39.2% 10.2% 18.8% 24.9% 30.9% 11.0%
----- ----- ----- ----- ----- -----
----- ----- ----- ----- ----- -----

<CAPTION>
YTD
YEAR 93 94 5/95
- ---------------------------------------------------- ------- ------- -------
<S> <C> <C> <C>
U.S. Government Treasury Bonds 1 ................... 10.7% -3.4% 10.3%
U.S. Government Mortgage Securities 2 .............. 8.8% -1.6% 10.1%
U.S. Investment Grade Corporate Bonds 3 ............ 12.2% -3.9% 12.8%
U.S. High Yield Corporate Bonds 4 .................. 17.1% -1.0% 11.7%
World Government Bonds 5 ........................... 15.1% 6.0% 19.4%
----- ----- -----

Difference between highest and lowest return
in percent ....................................... 10.3% 9.9% 9.3%
----- ----- -----
----- ----- -----

</TABLE>

(1) LEHMAN BROTHERS TREASURY BOND INDEX is an unmanaged index made up of over
150 public issues of the U.S. Treasury having maturities of at least one year.

(2) LEHMAN BROTHERS MORTGAGE-BACKED SECURITIES INDEX is an unmanaged index that
includes over 600 15- and 30-year fixed-rate mortgage-backed securities of the
Government National Mortgage Association (GNMA), Federal National Mortgage
Association (FNMA), and the Federal Home Loan Mortgage Corporation (FHLMC).

(3) LEHMAN BROTHERS CORPORATE BOND INDEX includes over 3,000 public fixed-rate
nonconvertible investment-grade bonds. All bonds are U.S. dollar-denominated
issues and include debt issued or guaranteed by foreign sovereign governments,
municipalities, governmental agencies or international agencies. All bonds in
the index have maturities of at least one year.

(4) LEHMAN BROTHERS HIGH YIELD BOND INDEX is an unmanaged index comprising over
750 public, fixed rate, nonconvertible bonds that are rated Ba1 or lower by
Moody's Investors Service (or rated BB+ or lower by S&P or Fitch Investors
Service). All bonds in this index have maturities of at least one year.

(5) SALOMON BROTHERS WORLD GOVERNMENT INDEX (NON-U.S.) includes over 800 bonds
issued by various foreign governments or agencies, excluding those in the U.S.,
but including those in Japan, Germany, France, the U.K., Canada, Italy,
Australia, Belgium, Denmark, the Netherlands, Spain, Sweden, and Austria. All
bonds in the index have maturities of at least one year.

II-2

<PAGE>

This chart illustrates the performance of major world stock markets for the
period from 1985 through 1994. It does not represent the performance of any
Prudential Mutual Fund.

AVERAGE ANNUAL TOTAL RETURNS OF MAJOR WORLD STOCK MARKETS (1985-1994) (IN U.S.
DOLLARS)

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S> <C>
Hong Kong 26.5%
Belgium 24.9%
Austria 23.3%
Netherlands 22.1%
Sweden 21.4%
Switzerland 21.3%
France 20.8%
Spain 20.1%
Germany 18.7%
United Kingdom 17.7%
Japan 16.8%
United States 14.4%
</TABLE>

Source: Morgan Stanley Capital International (MSCI) and Lipper Analytical New
Applications. Used with permission. Morgan Stanley Country indices are unmanaged
indices which include those stocks making up the largest two-thirds of each
country's total stock market capitalization. Returns reflect the reinvestment of
all distributions. This chart is for illustrative purposes only and is not
indicative of the past, present or future performance of any specific
investment. Investors cannot invest directly in stock indices.

This chart shows the growth of a hypothetical $10,000 investment made in the
stocks representing the S&P 500 Stock Index with and without reinvested
dividends.

[GRAPH]

Source: Stocks, Bonds, Bills, and Inflation 1995 Yearbook, Ibbotson Associates,
Chicago (annually updates work by Roger G. Ibbotson and Rex A. Sinquefield).
Used with permission. All rights reserved. This chart is used for illustrative
purposes only and is not intended to represent the past, present or future
performance of any Prudenital Mutual Fund. Common stock total return is based on
the Standard & Poor's 500 Stock Index, a market-value-weighted index made up of
500 of the largest stocks in the U.S. based upon their stock market value.
Investors cannot invest directly in indices.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
WORLD STOCK MARKET CAPITALIZATION BY
REGION

<S> <C>
World Total: $12.4 Trillion
U.S. 35%
Europe 28%
Pacific Basin 35%
Canada 2%
</TABLE>

Source: Morgan Stanley Capital International, December 1994. Used with
permission. This chart represents the capitalization of major world stock
markets as measured by the Morgan Stanley Capital International (MSCI) World
Index. The total market capitalization is based on the value of 1577 companies
in 22 countries (representing approximately 60% of the aggregate market value of
the stock exchanges). This chart is for illustrative purposes only and does not
represent the allocation of any Prudential Mutual Fund.

II-3

<PAGE>

This chart below shows the historical volatility of general interest rates
as measured by the long U.S. Treasury Bond.

[GRAPH]

- --------------------

Source: Stocks, Bonds, Bills, and Inflation 1995 Yearbook, Ibbotson Associates,
Chicago (annually updates work by Roger G. Ibbotson and Rex A. Sinquefield).
Used with permission. All rights reserved. The chart illustrates the historical
yield of the long-term U.S. Treasury Bond from 1926-1994. Yields represent that
of an annually renewed one-bond portfolio with a remaining maturity of
approximately 20 years. This chart is for illustrative purposes and should not
be construed to represent the yields of any Prudential Mutual Fund.

II-4

<PAGE>

Listed below are the names of the Prudential Mutual Funds and the dates of
the Statements of Additional Information to which this supplement relates.

<TABLE>
<S> <C>
Name of Fund Statement Date
Prudential Allocation Fund September 29, 1994
Strategy Portfolio
Conservatively Managed Portfolio
Prudential Equity Fund, Inc. February 28, 1995
Prudential Equity Income Fund December 30, 1994
Prudential Europe Growth Fund, Inc. June 30, 1995
Prudential Global Fund, Inc. January 3, 1995
Prudential Growth Opportunity Fund, Inc. February 1, 1995
Prudential Multi-Sector Fund, Inc. June 30, 1995
Prudential Pacific Growth Fund, Inc. January 3, 1995
Prudential Utility Fund, Inc. March 1, 1995
</TABLE>

<PAGE>

Prudential Mutual Funds
Supplement dated September 29, 1995

The following information supplements the Statement of Additional Information of
each of the Funds listed below.

MANAGER

Prudential Mutual Fund Management, Inc. (PMF or the Manager) serves as the
manager of all of the investment companies that comprise the Prudential Mutual
Funds. As of August 31, 1995, assets of the Prudential Mutual Funds were
approximately $50 billion. The Prudential Investment Corporation (PIC) serves as
the investment adviser for each of the Funds listed below. The unit of PIC which
provides investment advisory services to the Funds is known as Prudential Mutual
Fund Investment Management.

Based on data for the year ended December 31, 1994 for the Prudential Mutual
Funds, on an average day, there are approximately $80 million in common stock
transactions, over $100 million in bond transactions and over $4.1 billion in
money market transactions. In 1994, the Prudential Mutual Funds effected more
than 57,000 trades in money market securities and held on average $21 billion of
money market securities. Based on complex-wide data for the year ended December
31, 1994, on an average day, 7,168 shareholders telephoned Prudential Mutual
Fund Services, Inc., the Transfer Agent of the Prudential Mutual Funds, on the
Prudential Mutual Funds' toll-free number. On an annual basis, that represents
approximately 1.8 million telephone calls and approximately 1.1 million fund
transactions.

PMF is a subsidiary of The Prudential Insurance Company of America
(Prudential), one of the largest diversified financial services institutions in
the world. For the year ended December 31, 1994, Prudential through its
subsidiaries provided financial services to more than 50 million people
worldwide --more than one of every five people in the United States. As of
December 31, 1994, Prudential through its subsidiaries provided automobile
insurance for more than 1.8 million cars and insured more than 1.5 million
homes. For the year ended December 31, 1994, The Prudential Bank, a subsidiary
of Prudential, served 940,000 customers in 50 states providing credit card
services and loans totaling more than $1.2 billion. Assets held by Prudential
Securities Incorporated (PSI) for its clients totaled approximately $150 billion
at December 31, 1994. During 1994, over 28,000 new customer accounts were opened
each month at PSI. The Prudential Real Estate Affiliates, the fourth largest
real estate brokerage network in the United States, has more than 34,000 brokers
and agents and more than 1,100 offices in the United States.

(over)

<PAGE>

Listed below are the names of the Prudential Mutual Funds and the dates of
the Statements of Additional Information to which this supplement relates.

<TABLE>
<CAPTION>
Name of Fund Statement Date
<S> <C>
Prudential Allocation Fund September 29, 1995
Strategy Portfolio
Balanced Portfolio
Prudential California Municipal Fund
California Income Series December 30, 1994
California Series December 30, 1994
Prudential Diversified Bond Fund, Inc. January 3, 1995
Prudential Equity Fund, Inc. February 28, 1995
Prudential Equity Income Fund December 30, 1994
Prudential Europe Growth Fund, Inc. June 30, 1995
Prudential Global Fund, Inc. January 3, 1995
Prudential Global Genesis Fund, Inc. July 31, 1995
Prudential Global Natural Resources Fund, Inc. July 31, 1995
Prudential Government Income Fund, Inc. May 1, 1995
Prudential Government Securities Trust
Short-Intermediate Term Series August 1, 1995
Prudential Growth Opportunity Fund, Inc. February 1, 1995
Prudential High Yield Fund, Inc. February 28, 1995
Prudential Intermediate Global Income Fund, Inc. March 2, 1995
Prudential Mortgage Income Fund, Inc. August 25, 1995
Prudential Multi-Sector Fund, Inc. June 30, 1995
Prudential Municipal Bond Fund June 30, 1995
Insured Series
High Yield Series
Intermediate Series
Prudential Municipal Series Fund
Arizona Series December 30, 1994
Florida Series December 30, 1994
Georgia Series December 30, 1994
Hawaii Income Series March 30, 1995
Maryland Series December 30, 1994
Massachusetts Series December 30, 1994
Michigan Series December 30, 1994
Minnesota Series December 30, 1994
New Jersey Series December 30, 1994
New York Series December 30, 1994
North Carolina Series December 30, 1994
Ohio Series December 30, 1994
Pennsylvania Series December 30, 1994
Prudential National Municipals Fund, Inc. February 28, 1995
Prudential Pacific Growth Fund, Inc. January 3, 1995
Prudential Short Term Global Income Fund, Inc.
Global Assets Portfolio January 3, 1995
Short-Term Global Income Portfolio January 3, 1995
Prudential Structured Maturity Fund, Inc. March 1, 1995
Income Portfolio
Prudential U. S. Government Fund January 3, 1995
Prudential Utility Fund, Inc. March 1, 1995
</TABLE>
<PAGE>

PART C
OTHER INFORMATION

Item 24. Financial Statements and Exhibits.

(a) Financial Statements:

(1) Financial Statements included in the Prospectus constituting Part A of
this Registration Statement:

Financial Highlights.

(2) Financial Statements included in the Statement of Additional
Information constituting Part B of this Registration Statement:

Portfolio of Investments at December 31, 1994 and June 30, 1995
(unaudited).

Statement of Assets and Liabilities at December 31, 1994 and June 30, 1995
(unaudited).

Statement of Operations for the Year Ended December 31, 1994 and six months
ended June 30, 1995 (unaudited).

Statement of Changes in Net Assets for the Year Ended December 31, 1994 and
six months ended June 30, 1995 (unaudited).

Notes to Financial Statements.

Financial Highlights for the Five Years Ended December 31, 1994 and six
months ended June 30, 1995 (unaudited).

Report of Independent Accountants.

(b)
Exhibits:

1. (a) Articles of Amendment to Articles of Incorporation, incorporated by
reference to Exhibit 1(a) to Post-Effective Amendment No. 20 to the
Registration Statement on Form N-1A (File No. 2-72097) filed via EDGAR on
March 1, 1995.

(b) Articles of Restatement, incorporated by reference to Exhibit 1(b) to
Post-Effective Amendment No. 20 to the Registration Statement on Form N-1A
(File No. 2-72097) filed via EDGAR on March 1, 1995.

2. (a) By-Laws, incorporated by reference to Exhibit 2 to Post-Effective
Amendment No. 20 to the Registration Statement on Form N-1A (File No.
2-72097) filed via EDGAR on March 1, 1995.

4. (a) Specimen Stock Certificate issued by the Registrant, incorporated by
reference to Exhibit 4 to Post-Effective Amendment No. 10 to the
Registration Statement on Form N-1A (File No. 2-72097) filed on March 1,
1988.

(b) Specimen Stock Certificate for Class A shares, incorporated by
reference to Exhibit 4(b) to Post-Effective Amendment No. 14 to the
Registration Statement on Form N-1A (File No. 2-72097) filed on April 30,
1990.

5. (a) Subadvisory Agreement between Prudential Mutual Fund Management,
Inc. and The Prudential Investment Corporation, incorporated by reference
to Exhibit 5(b) to Post-Effective Amendment No. 10 to the Registration
Statement on Form N-1A (File No. 2-72097) filed on March 1, 1988.

(b) Amended Management Agreement. Incorporated by reference to Exhibit 5(b)
to Post-Effective Amendment No. 20 to the Registration Statement on Form
N-1A (File No. 2-72097) filed via EDGAR on March 1, 1995.

6. (a)(i) Underwriting Agreement, incorporated by reference to Exhibit
6(a)(i) to the Registration Statement on Form N-1A (File No. 2-72097) filed
on May 1, 1981.

(ii) Selected Dealers Agreement (Initial Offering), incorporated by
reference to Exhibit 6(a)(ii) to the Registration Statement on Form N-1A
(File No. 2-72097) filed on May 1, 1981.

(iii) Selected Dealers Agreement (Continuous Offering), incorporated by
reference to Exhibit 6(b)(ii) to the Registration Statement on Form N-1A
(File No. 2-72097) filed on May 1, 1981.

(b) Distribution Agreement for Class A shares, incorporated by reference to
Exhibit 6(b) to Post-Effective Amendment No. 20 to the Registration
Statement on Form N-1A (File No. 2-72097) filed via EDGAR on March 1, 1995.

(c) Distribution Agreement for Class B shares, incorporated by reference to
Exhibit 6(c) to Post-Effective Amendment No. 20 to the Registration
Statement on Form N-1A (File No. 2-72097) filed via EDGAR on March 1, 1995.

C-1

<PAGE>

(d) Distribution Agreement for Class C shares, incorporated by reference to
Exhibit 6(d) to Post-Effective Amendment No. 20 to the Registration
Statement on Form N-1A (File No. 2-72097) filed via EDGAR on March 1, 1995.

(e) Form of Distribution and Service Agreement for Class Z shares.*

8. (a) Custodian Agreement between the Registrant and State Street Bank and
Trust Company, incorporated by reference to Exhibit 8 to the Registration
Statement on Form N-1A (File No. 2-72097) filed on May 1, 1981.

(b) Joint Custody Agreement between the Registrant and State Street Bank &
Trust, incorporated by reference to Exhibit 8(b) to Post-Effective
Amendment No. 15 to the Registration Statement on Form N-1A (File No.
2-72097) filed on April 30, 1991.

9. Transfer Agency and Service Agreement between the Registrant and
Prudential Mutual Fund Services, Inc., incorporated by reference to Exhibit
9 to Post-Effective Amendment No. 10 to the Registration Statement on Form
N-1A (File No. 2-72097) filed on March 1, 1988.

10. (a) Opinion of Sullivan & Cromwell, incorporated by reference to
Exhibit 10 to the Registration Statement on Form N-1A (File No. 2-72097)
filed on May 1, 1981.

(b) Opinion of Counsel, incorporated by reference to Exhibit 10(b) to
Post-Effective Amendment No. 20 to the Registration Statement on Form N-1A
(File No. 2-72097) filed via EDGAR on March 1, 1995.

11. Consent of Independent Accountants.*

13. Purchase Agreement, incorporated by reference to Exhibit 13 to the
Registration Statement on Form N-1A (File No. 2-72097) filed on May 1,
1981.

15. (a) Distribution and Service Plan for Class A shares, incorporated by
reference to Exhibit 15(a) to Post-Effective Amendment No. 20 to the
Registration Statement on Form N-1A (File No. 2-72097) filed via EDGAR on
March 1, 1995.

(b) Distribution and Service Plan for Class B shares, incorporated by
reference to Exhibit 15(b) to Post-Effective Amendment No. 20 to the
Registration Statement on Form N-1A (File No. 2-72097) filed via EDGAR on
March 1, 1995.

(c) Distribution and Service Plan for Class C shares, incorporated by
reference to Exhibit 15(c) to Post-Effective Amendment No. 20 to the
Registration Statement on Form N-1A (File No. 2-72097) filed via EDGAR on
March 1, 1995.

16. (a) Calculation of Performance Information for Class B shares,
incorporated by reference to Exhibit 16 to Post-Effective Amendment No. 10
to the Registration Statement on Form N-1A (File No. 2-72097) filed on
March 1, 1988.

(b) Schedule of Computation of Performance Quotations relating to Average
Annual Total Return for Class A shares, incorporated by reference to
Exhibit 16(b) to Post-Effective Amendment No. 15 to the Registration
Statement on Form N-1A (File No. 2-72097) filed on April 30, 1991.

(c) Schedule of Computation of Performance Quotations relating to Aggregate
Total Return for Class A and ClassB shares, incorporated by reference to
Exhibit 16(c) to Post-Effective Amendment No. 17 to the Registration
Statement on Form N-1A (File No. 2-72097) filed on February 25, 1993.

18. Rule 18f-3 Plan.*

27. Financial Data Schedules.*

Other Exhibits
Power of Attorney for:

Robert R. Fortune**
Delayne Dedrick Gold**
Harry A. Jacobs, Jr.**
Thomas A. Owens, Jr.**
Merle T. Welshans**

- ----------------
*Filed herewith.
**Incorporated by reference to Post-Effective Amendment No. 12 to Registration
Statement on Form N-1A (File No. 2-72097) filed on November 3, 1989.

C-2

<PAGE>

Item 25. Persons Controlled by or under Common Control with Registrant.

None.

Item 26. Number of Holders of Securities.

As of October 13, 1995 there were 183,516, 275,015, and 372 record holders
of Class A, Class B and Class C common stock, $.01 par value per share, of the
Registrant, respectively.

Item 27. Indemnification.

As permitted by Sections 17(h) and (i) of the Investment Company Act of 1940
(the 1940 Act) and pursuant to Article VI of the Fund's By-Laws (Exhibit 2 to
the Registration Statement), officers, directors, employees and agents of the
Registrant will not be liable to the Registrant, any stockholder, officer,
director, employee, agent or other person for any action or failure to act,
except for bad faith, willful misfeasance, gross negligence or reckless
disregard of duties, and those individuals may be indemnified against
liabilities in connection with the Registrant, subject to the same exceptions.
Section 2-418 of Maryland General Corporation Law permits indemnification of
directors who acted in good faith and reasonably believed that the conduct was
in the best interests of the Registrant. As permitted by Section 17(i) of the
1940 Act, pursuant to Section 10 of each Distribution Agreement (Exhibits 6(b),
(c) and (d) to the Registration Statement), each Distributor of the Registrant
may be indemnified against liabilities which it may incur, except liabilities
arising from bad faith, gross negligence, willful misfeasance or reckless
disregard of duties.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (Securities Act) may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
1940 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in connection with the successful defense of any
action, suit or proceeding) is asserted against the Registrant by such director,
officer or controlling person in connection with the shares being registered,
the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the 1940 Act and will be governed by the final adjudication of such
issue.

The Registrant has purchased an insurance policy insuring its officers and
directors against liabilities, and certain costs of defending claims against
such officers and directors, to the extent such officers and directors are not
found to have committed conduct constituting willful misfeasance, bad faith,
gross negligence or reckless disregard in the performance of their duties. The
insurance policy also insures the Registrant against the cost of indemnification
payments to officers and directors under certain circumstances.

Section 9 of the amended Management Agreement (Exhibit 5(d) to the
Registration Statement) and Section 4 of the Subadvisory Agreement (Exhibit 5(b)
to the Registration Statement) limit the liability of Prudential Mutual Fund
Management, Inc. (PMF) and The Prudential Investment Corporation (PIC),
respectively, to liabilities arising from willful misfeasance, bad faith or
gross negligence in the performance of their respective duties or from reckless
disregard by them of their respective obligations and duties under the
agreements.

The Registrant hereby undertakes that it will apply the indemnification
provisions of its By-Laws and each Distribution Agreement in a manner consistent
with Release No. 11330 of the Securities and Exchange Commission under the 1940
Act so long as the interpretation of Sections 17(h) and 17(i) of such Act remain
in effect and are consistently applied.

Item 28. Business and other Connections of Investment Adviser

(i) Prudential Mutual Fund Management, Inc. (PMF)

See "How the Fund Is Managed-Manager" in the Prospectus constituting Part A
of this Registration Statement and "Manager" in the Statement of Additional
Information constituting Part B of this Registration Statement.

The business and other connections of the officers of PMF are listed in
Schedules A and D of Form ADV of PMF as currently on file with the Securities
and Exchange Commission, the text of which is hereby incorporated by reference
(File No. 801-31104, filed on March 30, 1994).

The business and other connections of PMF's directors and principal
executive officers are set forth below. Except as otherwise indicated, the
address of each person is One Seaport Plaza, New York, NY 10292.

C-3

Name and Address Position with PMF Principal Occupations
- ---------------- ----------------- ---------------------

Brendan D. Boyle Executive Vice Executive Vice President, Director of Marketing and Director, PMF;
President, Senior Vice President, Prudential Securities Incorporated
Director of (Prudential Securities); Chairman and Director of Prudential
Marketing and Mutual Fund Distributors, Inc. (PMFD)
Director

Stephen P. Fisher Senior Vice President Senior Vice President, PMF; Senior Vice President, Prudential
Securities; Vice President, PMFD

Frank W. Giordano Executive Vice Executive Vice President, General Counsel, Secretary and Director,
President, General PMF and PMFD; Senior Vice President, Prudential Securities;
Counsel, Director, PMFD; Director, Prudential Mutual Fund Services, Inc. (PMFS)
Secretary and
Director

Robert F. Gunia Executive Vice Executive Vice President, Chief Financial and Administrative Officer,
President, Chief Treasurer and Director, PMF; Senior Vice President, Prudential
Financial and Securities; Executive Vice President, Chief Financial Officer,
Administrative Treasurer and Director, PMFD; Director, PMFS
Officer,
Treasurer and Director

Theresa A. Hamacher Director Director, PMF; Vice President, Prudential; Vice President,
Prudential Investment Corporation (PIC)

Timothy J. O'Brien Director President, Chief Executive Officer, Chief Operating Officer and
Director, PMFD; Chief Executive Officer and Director, PMFS;
Director, PMF

Richard A. Redeker President, Chief President, Chief Executive Officer and Director, PMF; Executive
Executive Officer and Vice President, Director and Member of the Operating Committee,
Director Prudential Securities; Director, Prudential Securities Group,
Inc. (PSG); Executive Vice President, PIC; Director, PMFD;
Director, PMFS

S. Jane Rose Senior Vice Senior Vice President, Senior Counsel and Assistant Secretary,
President, Senior PMF; Senior Vice President and Senior Counsel, Prudential
Counsel and Securities
Assistant Secretary

</TABLE>

(ii) Prudential Investment Corporation (PIC)

See "How the Fund is Managed-Subadviser" in the Prospectus constituting Part
A of this Registration Statement and "Subadviser" in the Statement of Additional
Information constituting Part B of this Registration Statement.

C-4

<PAGE>

The business and other connections of PIC's directors and executive officers
are as set forth below.Except as otherwise indicated, the address of each person
is Prudential Plaza, Newark, NJ 07101.

Name and Address Position with PMF Principal Occupations
- ---------------- ----------------- ---------------------

William M. Bethke Senior Vice President Senior Vice President, Prudential; Senior Vice President, PIC
Two Gateway Center
Newark, NJ 07102

John D. Brookmeyer, Jr. Senior Vice President Senior Vice President, Prudential; Senior Vice President and
51 JFK Parkway and Director Director, PIC
Short Hills, NJ 07078

Barry M. Gillman Director Director, PIC

Theresa A. Hamacher Vice President Vice President, Prudential; Vice President, PIC; Director, PMF

Harry E. Knapp, Jr. President, Chairman of President, Chairman of the Board, Chief Executive Officer and
the Board, Chief Director, PIC; Vice President, Prudential
Executive Officer and
Director

William P. Link Senior Vice President Executive Vice President, Prudential; Senior Vice President, PIC
Four Gateway Center
Newark, NJ 07102

Richard A. Redeker Executive Vice President, Chief Executive Officer and Director, PMF; Executive
President Vice President, Director and Member of the Operating Committee,
Prudential Securities; Director, PSG; Executive Vice President,
PIC; Director, PMFD; Director, PMFS

Eric A. Simonson Vice President Vice President and Director, PIC; Executive Vice President,
and Director Prudential

Claude J. Zinngrabe, Jr. Executive Vice President Vice President, Prudential; Executive Vice President, PIC

</TABLE>

Item 29. Principal Underwriters

(a)(i) Prudential Securities

Prudential Securities Incorporated is distributor for Prudential Government
Securities Trust (Short-Intermediate Term Series), Prudential Jennison Fund,
Inc., The Target Portfolio Trust, for Class B shares of Prudential Adjustable
Rate Securities Fund, Inc., and for Class B and Class C shares of The BlackRock
Government Income Trust, Global Utility Fund, Inc., Nicholas-Applegate Fund,
Inc. (Nicholas-Applegate Growth Equity Fund), Prudential Allocation Fund,
Prudential California Municipal Fund (California Series and California Income
Series), Prudential Diversified Bond Fund, Inc., Prudential Equity Fund, Inc.,
Prudential Equity Income Fund, Prudential Europe Growth Fund, Inc., Prudential
Global Fund, Inc., Prudential Global Genesis Fund, Inc., Prudential Global
Limited Maturity Fund, Inc., Prudential Global Natural Resources Fund, Inc.,
Prudential Government Income Fund, Inc., Prudential Growth Opportunity Fund,
Inc., Prudential High Yield Fund, Inc., Prudential Intermediate Global Income
Fund, Inc., Prudential Mortgage Income Fund, Inc., Prudential Multi-Sector Fund,
Inc., Prudential Municipal Bond Fund, Prudential Municipal Series Fund (except
Connecticut Money Market Series, Massachusetts Money Market Series, New Jersey
Money Market Series and New York Money Market Series), Prudential National
Municipals Fund, Inc., Prudential Pacific Growth Fund, Inc., Prudential
Structured Maturity Fund, Inc., Prudential U.S. Government Fund and Prudential
Utility Fund, Inc.

Prudential Securities is also a depositor for the following unit investment
trusts:

Corporate Investment Trust Fund
Prudential Equity Trust Shares
National Equity Trust
Prudential Unit Trust
Government Securities Equity Trust
National Municipal Trust

(ii) Prudential Mutual Fund Distributors, Inc.

Prudential Mutual Fund Distributors, Inc. is distributor for Command
Government Fund, Command Money Fund, Command Tax-Free Fund, Prudential
California Municipal Fund (California Money Market Series), Prudential
Government Securities Trust (Money Market Series and U.S. Treasury Money Market
Series), Prudential Institutional Liquidity Portfolio, Inc., Prudential-Bache
MoneyMart Assets (d/b/a Prudential MoneyMart Assets), Prudential Municipal
Series Fund (Connecticut Money Market Series, Massachusetts Money Market Series,
New Jersey Money Market Series and New York Money Market Series),
Prudential-Bache Special Money Market Fund, Inc. (d/b/a Prudential Special Money
Market Fund), Prudential-Bache Tax-Free Money Fund, Inc. (d/b/a Prudential
Tax-Free Money Fund), and for Class A shares of The BlackRock

C-5

<PAGE>

Government Income Trust, Global Utility Fund, Inc., Nicholas-Applegate Fund,
Inc. (Nicholas-Applegate Growth Equity Fund), Prudential Adjustable Rate
Securities Fund, Inc., Prudential Allocation Fund, Prudential California
Municipal Fund (California Income and California Series), Prudential Diversified
Bond Fund, Inc., Prudential Equity Fund, Inc., Prudential Equity Income Fund,
Prudential Europe Growth Fund, Inc., Prudential Global Fund, Inc., Prudential
Global Genesis Fund, Inc., Prudential Global Limited Maturity Fund, Inc.,
Prudential Global Natural Resources Fund, Inc., Prudential Government Income
Fund, Inc., Prudential Growth Opportunity Fund, Inc., Prudential High Yield
Fund, Inc., Prudential Intermediate Global Income Fund, Inc., Prudential
Mortgage Income Fund, Inc., Prudential Multi-Sector Fund, Inc., Prudential
Municipal Bond Fund, Prudential Municipal Series Fund (except Connecticut Money
Market Series, Massachusetts Money Market Series, New Jersey Money Market Series
and New York Money Market Series), Prudential National Municipals Fund, Inc.,
Prudential Pacific Growth Fund, Inc., Prudential Structured Maturity Fund, Inc.,
Prudential U.S. Government Fund and Prudential Utility Fund, Inc.

(b)(i) Information concerning the directors and officers of Prudential
Securities Incorporated is set forth below.

<TABLE>
<CAPTION>
Positions and Positions and
Offices with Offices with
Name(1) Underwriter Registrant
- ------ ----------- ----------
<S> <C> <C>

Robert Golden ........... Executive Vice President and Director None
One New York Plaza
New York, NY

Alan D. Hogan ........... Executive Vice President, Chief Administrative None
Officer and Director

George A. Murray ........ Executive Vice President and Director None

Leland B. Paton ......... Executive Vice President and Director None
One New York Plaza
New York, NY

Vincent T. Pica, II ..... Executive Vice President and Director None
One New York Plaza
New York, NY

Richard A. Redeker ...... Executive Vice President and Director President and
Director

Gregory W. Scott ........ Executive Vice President, Chief Financial Officer None
and Director

Hardwick Simmons ........ Chief Executive Officer, President and Director None

Lee B. Spencer, Jr. ..... Executive Vice President, General Counsel, None
Secretary and Director

(ii) Prudential Mutual Fund Distributors, Inc.

Joanne Accurso-Soto ..... Vice President None

Dennis N. Annarumma ..... Vice President, Assistant Treasurer and None
Assistant Comptroller

Phyllis J. Berman ....... Vice President None

Brendan D. Boyle ........ Chairman and Director None

Stephen P. Fisher ....... Vice President None

Frank W. Giordano ....... Executive Vice President, General Counsel, None
Secretary and Director

Robert F. Gunia ......... Executive Vice President, Chief Financial Vice President
Officer, Treasurer and Director

Timothy J. O'Brien ...... President, Chief Executive Officer, None
Chief Operating Officer and Director

Richard A. Redeker ...... Director Director and
President

Andrew J. Varley ........ Vice President None

Anita Whelan ............ Vice President and Assistant Secretary None
<FN>
- --------------
(1)The address of each person named is One Seaport Plaza, New York, NY 10292
unless otherwise indicated.
(c) Registrant has no principal underwriter who is not an affiliated person
of the Registrant.
</FN>
</TABLE>
C-6

<PAGE>

Item 30. Location of Accounts and Records

All accounts, books and other documents required to be maintained by Section
31(a) of the 1940 Act and the Rules thereunder are maintained at the offices of
State Street Bank and Trust Company, One Heritage Drive, North Quincy,
Massachusetts 02171, The Prudential Investment Corporation, Prudential Plaza,
745 Broad Street, Newark, New Jersey 07102 and Two Gateway Center, Newark, New
Jersey, 07102, the Registrant, One Seaport Plaza, New York, New York 10292 and
Prudential Mutual Fund Services, Inc., Raritan Plaza One, Edison, New Jersey
08837. Documents required by Rules 31a-1(b)(5), (6), (7), (9), (10) and (11) and
31a-1(f) will be kept at 751 Broad Street, documents required by Rules
31a-1(b)(4) and (11) and 31a-1(d) at One Seaport Plaza and the remaining
accounts, books and other documents required by such other pertinent provisions
of Section 31(a) and the Rules promulgated thereunder will be kept by State
Street Bank and Trust Company and Prudential Mutual Fund Services, Inc.

Item 31. Management Services

Other than as set forth under the captions "How the Fund Is Managed-Manager"
and "How the Fund Is Managed- Distributor" in the Prospectus and the captions
"Manager" and "Distributor" in the Statement of Additional Information,
constituting Parts A and B, respectively, of this Registration Statement,
Registrant is not a party to any management-related service contract.

Item 32. Undertakings

The Registrant hereby undertakes to furnish each person to whom a Prospectus
is delivered with a copy of the Registrant's latest annual report to
shareholders, upon request and without charge.

C-7

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York
and State of New York, on the 25th day of October, 1995.

PRUDENTIAL UTILITY FUND, INC.

By: /s/ Richard A. Redeker
-----------------------------------
(Richard A. Redeker, President)

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.

Signature Title Date

/s/ Eugene S. Stark
- ------------------------
Eugene S. Stark Treasurer October 25, 1995

/s/ Thomas R. Anderson
- ------------------------
Thomas R. Anderson Director October 25, 1995

/s/ Robert R. Fortune
- ------------------------
Robert R. Fortune Director October 25, 1995

/s/ Delayne Dedrick Gold
- ------------------------
Delayne Dedrick Gold Director October 25, 1995

/s/ Harry A. Jacobs, Jr.
- ------------------------
Harry A. Jacobs, Jr. Director October 25, 1995

/s/ Richard A. Redeker
- ------------------------
Richard A. Redeker President and Director October 25, 1995

/s/ Thomas A. Owens, Jr.
- ------------------------
Thomas A. Owens, Jr. Director October 25, 1995

/s/ Merle T. Welshans
- ------------------------
Merle T. Welshans Director October 25, 1995

<PAGE>

EXHIBIT INDEX

1. (a) Articles of Amendment to Articles of Incorporation, incorporated by
reference to Exhibit 1(a) to Post-Effective Amendment No. 20 to the Registration
Statement on Form N-1A (File No. 2-72097) filed via EDGAR on March 1, 1995.

(b) Articles of Restatement, incorporated by reference to Exhibit 1(b) to
Post-Effective Amendment No. 20 to the Registration Statement on Form N-1A (File
No. 2-72097) filed via EDGAR on March 1, 1995.

2. (a) By-Laws, incorporated by reference to Exhibit 2 to Post-Effective
Amendment No. 20 to the Registration Statement on Form N-1A (File No. 2-72097)
filed via EDGAR on March 1, 1995.

4. (a) Specimen Stock Certificate issued by the Registrant, incorporated by
reference to Exhibit 4 to Post-Effective Amendment No. 10 to the Registration
Statement on Form N-1A (File No. 2-72097) filed on March 1, 1988.

(b) Specimen Stock Certificate for Class A shares, incorporated by reference to
Exhibit 4(b) to Post-Effective Amendment No. 14 to the Registration Statement on
Form N-1A (File No. 2-72097) filed on April 30, 1990.

5. (a) Subadvisory Agreement between Prudential Mutual Fund Management, Inc. and
The Prudential Investment Corporation, incorporated by reference to Exhibit 5(b)
to Post-Effective Amendment No. 10 to the Registration Statement on Form N-1A
(File No. 2-72097) filed on March 1, 1988.

(b) Amended Management Agreement, incorporated by reference to Exhibit 5(b) to
Post-Effective Amendment No. 20 to the Registration Statement on Form N-1A (File
No. 2-72097) filed via EDGAR on March 1, 1995.

6. (a)(i) Underwriting Agreement, incorporated by reference to Exhibit 6(a)(i)
to the Registration Statement on Form N-1A (File No. 2-72097) filed on May 1,
1981.

(ii) Selected Dealers Agreement (Initial Offering), incorporated by reference to
Exhibit 6(a)(ii) to the Registration Statement on Form N-1A (File No. 2-72097)
filed on May 1, 1981.

(iii) Selected Dealers Agreement (Continuous Offering), incorporated by
reference to Exhibit 6(b)(ii) to the Registration Statement on Form N-1A (File
No. 2-72097) filed on May 1, 1981.

(b) Distribution Agreement for Class A shares, incorporated by reference to
Exhibit 6(b) to Post-Effective Amendment No. 20 to the Registration Statement on
Form N-1A (File No. 2-72097) filed via EDGAR on March 1, 1995.

(c) Distribution Agreement for Class B shares, incorporated by reference to
Exhibit 6(c) to Post-Effective Amendment No. 20 to the Registration Statement on
Form N-1A (File No. 2-72097) filed via EDGAR on March 1, 1995.

(d) Distribution Agreement for Class C shares, incorporated by reference to
Exhibit 6(d) to Post-Effective Amendment No. 20 to the Registration Statement on
Form N-1A (File No. 2-72097) filed via EDGAR on March 1, 1995.

(e) Form of Distribution and Service Agreement for Class Z shares.*

(b) Joint Custody Agreement between the Registrant and State Street Bank &
Trust, incorporated by reference to Exhibit 8(b) to Post-Effective Amendment No.
15 to the Registration Statement on Form N-1A (File No. 2-72097) filed on April
30, 1991.

9. Transfer Agency and Service Agreement between the Registrant and Prudential
Mutual Fund Services, Inc., incorporated by reference to Exhibit 9 to
Post-Effective Amendment No. 10 to the Registration Statement on Form N-1A (File
No. 2-72097) filed on March 1, 1988.

10. (a) Opinion of Sullivan & Cromwell, incorporated by reference to Exhibit 10
to the Registration Statement on Form N-1A (File No. 2-72097) filed on May 1,
1981.

(b) Opinion of Counsel, incorporated by reference to Exhibit 10(b) to
Post-Effective Amendment No. 20 to the Registration Statement on Form N-1A (File
No. 2-72097) filed via EDGAR on March 1, 1995.

11. Consent of Independent Accountants.*

13. Purchase Agreement, incorporated by reference to Exhibit 13 to the
Registration Statement on Form N-1A (File No. 2-72097) filed on May 1, 1981.

<PAGE>

(b) Distribution and Service Plan for Class B shares, incorporated by reference
to Exhibit 15(b) to Post-Effective Amendment No. 20 to the Registration
Statement on Form N-1A (File No. 2-72097) filed via EDGAR on March 1, 1995.

(c) Distribution and Service Plan for Class C shares, incorporated by reference
to Exhibit 15(c) to Post-Effective Amendment No. 20 to the Registration
Statement on Form N-1A (File No. 2-72097) filed via EDGAR on March 1, 1995.

16. (a) Calculation of Performance Information for Class B shares, incorporated
by reference to Exhibit 16 to Post-Effective Amendment No. 10 to the
Registration Statement on Form N-1A (File No. 2-72097) filed on March 1, 1988.

(b) Schedule of Computation of Performance Quotations relating to Average Annual
Total Return for Class A shares, incorporated by reference to Exhibit 16(b) to
Post-Effective Amendment No. 15 to the Registration Statement on Form N-1A (File
No. 2-72097) filed on April 30, 1991.

(c) Schedule of Computation of Performance Quotations relating to Aggregate
Total Return for Class A and Class B shares, incorporated by reference to
Exhibit 16(c) to Post-Effective Amendment No. 17 to the Registration Statement
on Form N-1A (File No. 2-72097) filed on February 25, 1993.

18. Rule 18f-3 Plan.*

27. Financial Data Schedule.*

Other Exhibits
Power of Attorney for:

Robert R. Fortune**
Delayne Dedrick Gold**
Harry A. Jacobs, Jr.**
Thomas A. Owens, Jr.**
Merle T. Welshans**

- ----------------
*Filed herewith.
**Incorporated by reference to Post-Effective Amendment No. 12 to Registration
Statement on Form N-1A (File No. 2-72097) filed on November 3, 1989.

PRUDENTIAL UTILITY FUND, INC.
Form of
Distribution Agreement
(Class Z Shares)

Agreement made as of _______, 1995, between Prudential Utility Fund, Inc., a
Maryland Corporation (the Fund) and Prudential Securities Incorporated, a
Delaware Corporation (the Distributor).

WITNESSETH

WHEREAS, the Fund is registered under the Investment
Company Act of 1940, as amended (the Investment Company Act), as a diversified,
open-end, management investment company and it is in the interest of the Fund to
offer its Class Z shares for sale continuously;

WHEREAS, the Distributor is a broker-dealer
registered under the Securities Exchange Act of 1934, as amended, and is
engaged in the business of selling shares of registered investment
companies either directly or through other broker-dealers; and

WHEREAS, the Fund and the Distributor wish to enter into
an agreement with each other, with respect to the continuous
offering of the Fund's Class Z shares from and after the date
hereof in order to promote the growth of the Fund and facilitate
the distribution of its Class Z shares.

NOW, THEREFORE, the parties agree as follows:

Section 1. Appointment of the Distributor

The Fund hereby appoints the Distributor as the principal
underwriter and distributor of the Class Z shares of the Fund to
sell Class Z shares to the public on behalf of the Fund and the
Distributor hereby accepts such appointment and agrees to act
hereunder. The Fund hereby agrees during the term of this
Agreement to sell Class Z shares of the Fund through the
Distributor on the terms and conditions set forth below.

Section 2. Exclusive Nature of Duties

The Distributor shall be the exclusive representative of
the Fund to act as principal underwriter and distributor of the
Fund's Class Z shares, except that:

2.1 The exclusive rights granted to the Distributor to
sell Class Z shares of the Fund shall not apply to Class Z shares
of the Fund issued in connection with the merger or consolidation
of any other investment company or personal holding company with
the Fund or the acquisition by purchase or otherwise of all (or
substantially all) of the assets or the outstanding shares of any
such company by the Fund.

<PAGE>

2.2 Such exclusive rights shall not apply to Class Z
shares issued by the Fund pursuant to reinvestment of dividends or
capital gains distributions.

2.3 Such exclusive rights shall not apply to Class Z
shares issued by the Fund pursuant to the reinstatement privilege
afforded redeeming shareholders.

2.4 Such exclusive rights shall not apply to purchases
made through the Fund's transfer and dividend disbursing agent in
the manner set forth in the currently effective Prospectus of the
Fund. The term "Prospectus" shall mean the Prospectus and
Statement of Additional Information included as part of the Fund's
Registration Statement, as such Prospectus and Statement of
Additional Information may be amended or supplemented from time to
time, and the term "Registration Statement" shall mean the
Registration Statement filed by the Fund with the Securities and
Exchange Commission and effective under the Securities Act of 1933,
as amended (the Securities Act), and the Investment Company Act, as
such Registration Statement is amended from time to time.

Section 3. Purchase of Class Z Shares from the Fund

3.1 The Distributor shall have the right to buy from the
Fund on behalf of investors the Class Z shares needed, but not more
than the Class Z shares needed (except for clerical errors in
transmission) to fill unconditional orders for Class Z shares
placed with the Distributor by investors or registered and
qualified securities dealers and other financial institutions
(selected dealers).

3.2 The Class Z shares shall be sold by the Distributor
on behalf of the Fund and delivered by the Distributor or selected
dealers, as described in Section 6.4 hereof, to investors at the
offering price as set forth in the Prospectus.

3.3 The Fund shall have the right to suspend the sale of
its Class Z shares at times when redemption is suspended pursuant
to the conditions in Section 4.3 hereof or at such other times as
may be determined by the Board of Directors. The Fund
shall also have the right to suspend the sale of its Class Z shares
if a banking moratorium shall have been declared by federal or New
York authorities.

3.4 The Fund, or any agent of the Fund designated in
writing by the Fund, shall be promptly advised of all purchase
orders for Class Z shares received by the Distributor. Any order
may be rejected by the Fund; provided, however, that the Fund will
not arbitrarily or without reasonable cause refuse to accept or
confirm orders for the purchase of Class Z shares. The Fund (or
its agent) will confirm orders upon their receipt, will make
appropriate book entries and upon receipt by the Fund (or its

<PAGE>

agent) of payment therefor, will deliver deposit receipts for such
Class Z shares pursuant to the instructions of the Distributor.
Payment shall be made to the Fund in New York Clearing House funds
or federal funds. The Distributor agrees to cause such payment and
such instructions to be delivered promptly to the Fund (or its
agent).

Section 4. Repurchase or Redemption of Class Z Shares by the Fund

4.1 Any of the outstanding Class Z shares may be
tendered for redemption at any time, and the Fund agrees to
repurchase or redeem the Class Z shares so tendered in accordance
with its Articles of Incorporation as amended from time to time,
and in accordance with the applicable provisions of the Prospectus.
The price to be paid to redeem or repurchase the Class Z shares
shall be equal to the net asset value determined as set forth in
the Prospectus. All payments by the Fund hereunder shall be made
in the manner set forth in Section 4.2 below.

4.2 The Fund shall pay the total amount of the
redemption price as defined in the above paragraph pursuant to the
instructions of the Distributor on or before the seventh day
subsequent to its having received the notice of redemption in
proper form. The proceeds of any redemption of Class Z shares
shall be paid by the Fund to or for the account of the redeeming
shareholder, in each case in accordance with applicable provisions
of the Prospectus.

4.3 Redemption of Class Z shares or payment may be
suspended at times when the New York Stock Exchange is closed for
other than customary weekends and holidays, when trading on said
Exchange is restricted, when an emergency exists as a result of
which disposal by the Fund of securities owned by it is not
reasonably practicable or it is not reasonably practicable for the
Fund fairly to determine the value of its net assets, or during any
other period when the Securities and Exchange Commission, by order,
so permits.

Section 5. Duties of the Fund

5.1 Subject to the possible suspension of the sale of
Class Z shares as provided herein, the Fund agrees to sell its
Class Z shares so long as it has Class Z shares available.

5.2 The Fund shall furnish the Distributor copies of all
information, financial statements and other papers which the
Distributor may reasonably request for use in connection with the
distribution of Class Z shares, and this shall include one
certified copy, upon request by the Distributor, of all financial
statements examined for the Fund by independent public accountants.
The Fund shall make available to the Distributor such number of
copies of its Prospectus and annual and interim reports as the

<PAGE>

Distributor shall reasonably request.

5.3 The Fund shall take, from time to time, but subject
to the necessary approval of the Board of Directors and
the shareholders, all necessary action to fix the number of
authorized Class Z shares and such steps as may be necessary to
register the same under the Securities Act, to the end that there
will be available for sale such number of Class Z shares as the
Distributor reasonably may expect to sell. The Fund agrees to file
from time to time such amendments, reports and other documents as
may be necessary in order that there will be no untrue statement of
a material fact in the Registration Statement, or necessary in
order that there will be no omission to state a material fact in
the Registration Statement which omission would make the statements
therein misleading.

5.4 The Fund shall use its best efforts to qualify and
maintain the qualification of any appropriate number of its Class
Z shares for sales under the securities laws of such states as the
Distributor and the Fund may approve; provided that the Fund shall
not be required to amend its Articles of Incorporation
or By-Laws to comply with the laws of any state, to
maintain an office in any state, to change the terms of the
offering of its Class Z shares in any state from the terms set
forth in its Registration Statement, to qualify as a foreign
corporation in any state or to consent to service of process in any
state other than with respect to claims arising out of the offering
of its Class Z shares. Any such qualification may be withheld,
terminated or withdrawn by the Fund at any time in its discretion.
As provided in Section 7.1 hereof, the expense of qualification and
maintenance of qualification shall be borne by the Fund. The
Distributor shall furnish such information and other material
relating to its affairs and activities as may be required by the
Fund in connection with such qualifications.

Section 6. Duties of the Distributor

6.1 The Distributor shall devote reasonable time and
effort to effect sales of Class Z shares of the Fund, but shall not
be obligated to sell any specific number of Class Z shares. Sales
of the Class Z shares shall be on the terms described in the
Prospectus. The Distributor may enter into like arrangements with
other investment companies. The Distributor shall compensate the
selected dealers as set forth in the Prospectus.

6.2 In selling the Class Z shares, the Distributor shall
use its best efforts in all respects duly to conform with the
requirements of all federal and state laws relating to the sale of
such securities. Neither the Distributor nor any selected dealer
nor any other person is authorized by the Fund to give any
information or to make any representations, other than those
contained in the Registration Statement or Prospectus and any sales

<PAGE>

literature approved by appropriate officers of the Fund.

6.3 The Distributor shall adopt and follow procedures
for the confirmation of sales to investors and selected dealers,
the collection of amounts payable by investors and selected dealers
on such sales and the cancellation of unsettled transactions, as
may be necessary to comply with the requirements of the National
Association of Securities Dealers, Inc. (NASD).

6.4 The Distributor shall have the right to enter into
selected dealer agreements with registered and qualified securities
dealers and other financial institutions of its choice for the sale
of Class Z shares, provided that the Fund shall approve the forms
of such agreements. Within the United States, the Distributor
shall offer and sell Class Z shares only to such selected dealers
as are members in good standing of the NASD. Class Z shares sold
to selected dealers shall be for resale by such dealers only at the
offering price determined as set forth in the Prospectus.

Section 7. Allocation of Expenses

7.1 The Fund shall bear all costs and expenses of the
continuous offering of its Class Z shares, including fees and
disbursements of its counsel and auditors, in connection with the
preparation and filing of any required Registration Statements
and/or Prospectuses under the Investment Company Act or the
Securities Act, and preparing and mailing annual and periodic
reports and proxy materials to shareholders (including but not
limited to the expense of setting in type any such Registration
Statements, Prospectuses, annual or periodic reports or proxy
materials). The Fund shall also bear the cost of and expense of
qualification of the Class Z shares for sale, and, if necessary or
advisable in connection therewith, of qualifying the Fund as a
broker or dealer, in such states of the United States or other
jurisdictions as shall be selected by the Fund and the Distributor
pursuant to Section 5.4 hereof and the cost and expense payable to
each such state for continuing qualification therein until the Fund
decides to discontinue such qualification pursuant to Section 5.4
hereof.

Section 8. Indemnification

8.1 The Fund agrees to indemnify, defend and hold the
Distributor, its officers and Directors and any person who controls
the Distributor within the meaning of Section 15 of the Securities
Act, free and harmless from and against any and all claims,
demands, liabilities and expenses (including the cost of
investigating or defending such claims, demands or liabilities and
any counsel fees incurred in connection therewith) which the
Distributor, its officers, Directors or any such controlling person
may incur under the Securities Act, or under common law or
otherwise, arising out of or based upon any untrue statement of a

<PAGE>

material fact contained in the Registration Statement or Prospectus
or arising out of or based upon any alleged omission to state a
material fact required to be stated in either thereof or necessary
to make the statements in either thereof not misleading, except
insofar as such claims, demands, liabilities or expenses arise out
of or are based upon any such untrue statement or omission or
alleged untrue statement or omission made in reliance upon and in
conformity with information furnished in writing by the Distributor
to the Fund for use in the Registration Statement or Prospectus;
provided, however, that this indemnity agreement shall not inure to
the benefit of any such officer, Director or controlling person
unless a court of competent jurisdiction shall determine in a final
decision on the merits, that the person to be indemnified was not
liable by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason of its
reckless disregard of its obligations under this Agreement
(disabling conduct), or, in the absence of such a decision, a
reasonable determination, based upon a review of the facts, that
the indemnified person was not liable by reason of disabling
conduct, by (a) a vote of a majority of a quorum of Directors who
are neither "interested persons" of the Fund as defined in Section
2(a)(19) of the Investment Company Act nor parties to the
proceeding, or (b) an independent legal counsel in a written
opinion. The Fund's agreement to indemnify the Distributor, its
officers and Directors and any such controlling person as aforesaid
is expressly conditioned upon the Fund's being promptly notified of
any action brought against the Distributor, its officers or
Directors, or any such controlling person, such notification to be
given in writing addressed to the Fund at its principal business
office. The Fund agrees promptly to notify the Distributor of the
commencement of any litigation or proceedings against it or any of
its officers or Directors in connection with the issue and sale of
any Class Z shares.

8.2 The Distributor agrees to indemnify, defend and hold
the Fund, its officers and Directors and any person who
controls the Fund, if any, within the meaning of Section 15 of the
Securities Act, free and harmless from and against any and all
claims, demands, liabilities and expenses (including the cost of
investigating or defending against such claims, demands or
liabilities and any counsel fees incurred in connection therewith)
which the Fund, its officers and Directors or any such
controlling person may incur under the Securities Act or under
common law or otherwise, but only to the extent that such liability
or expense incurred by the Fund, its Directors or officers
or such controlling person resulting from such claims or demands
shall arise out of or be based upon any alleged untrue statement of
a material fact contained in information furnished in writing by
the Distributor to the Fund for use in the Registration Statement
or Prospectus or shall arise out of or be based upon any alleged
omission to state a material fact in connection with such
information required to be stated in the Registration Statement or

<PAGE>

Prospectus or necessary to make such information not misleading.
The Distributor's agreement to indemnify the Fund, its officers and
Directors/Trustees and any such controlling person as aforesaid, is
expressly conditioned upon the Distributor's being promptly
notified of any action brought against the Fund, its officers and
Directors/Trustees or any such controlling person, such
notification to be given to the Distributor in writing at its
principal business office.

Section 9. Duration and Termination of this Agreement

9.1 This Agreement shall become effective as of the date
first above written and shall remain in force for two years from
the date hereof and thereafter, but only so long as such
continuance is specifically approved at least annually by (a) the
Board of Directors of the Fund, or by the vote of a
majority of the outstanding voting securities of the Class Z shares
of the Fund and (b) by the vote of a majority of those
Directors who are not parties to this Agreement or
interested persons of any such parties and who have no direct or
indirect financial interest in this Agreement.

9.2 This Agreement may be terminated at any time,
without the payment of any penalty, by a majority of the Rule 12b-1
Directors or by vote of a majority of the outstanding
voting securities of the Class Z shares of the Fund, or by the
Distributor, on sixty (60) days' written notice to the other party.
This Agreement shall automatically terminate in the event of its
assignment.

9.3 The terms "affiliated person," "assignment,"
"interested person" and "vote of a majority of the outstanding
voting securities," when used in this Agreement, shall have the
respective meanings specified in the Investment Company Act.

Section 10. Amendments to this Agreement

This Agreement may be amended by the parties only if such
amendment is specifically approved by the Board of
Directors/Trustees of the Fund, or by the vote of a majority of the
outstanding voting securities of the Class Z shares of the Fund.

Section 11. Governing Law

The provisions of this Agreement shall be construed and
interpreted in accordance with the laws of the State of New York as
at the time in effect and the applicable provisions of the
Investment Company Act. To the extent that the applicable law of
the State of New York, or any of the provisions herein, conflict
with the applicable provisions of the Investment Company Act, the
latter shall control.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year above written.

Prudential Securities
Incorporated

By:
Robert F. Gunia
Senior Vice President

Prudential Utility
Fund, Inc.

By:
Richard A. Redeker
President

[18f3]cld-mod.agr

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment No. 21 to the registration
statement on Form N-1A (the "Registration Statement") of our report dated
February 23, 1995, relating to the financial statements and financial highlights
of Prudential Utility Fund, Inc., which appears in such Statement of Additional
Information, and to the incorporation by reference of our report into the
Prospectus which constitutes part of this Registration Statement. We also
consent to the reference to us under the heading "Custodian and Transfer and
Dividend Disbursing Agent and Independent Accountants" in such Statement of
Additional Information and to the reference to us under the heading "Financial
Highlights" in such Prospectus.

PRICE WATERHOUSE LLP
New York, NY
October 24, 1995

PRUDENTIAL UTILITY FUND, INC.
(the Fund)

PLAN PURSUANT TO RULE 18F-3

The Fund hereby adopts this plan pursuant to Rule 18f-3 under
the Investment Company Act of 1940 (the 1940 Act), setting forth
the separate arrangement and expense allocation of each class of
shares. Any material amendment to this plan is subject to prior
approval of the Board of Directors/Trustees, including a majority
of the independent Directors/Trustees.

CLASS CHARACTERISTICS

CLASS A SHARES: Class A shares are subject to a high initial
sales charge and a distribution and/or service
fee pursuant to Rule 12b-1 under the 1940 Act
(Rule 12b-1 fee) not to exceed .30 of 1% per
annum of the average daily net assets of the
class. The initial sales charge is waived or
reduced for certain eligible investors.

CLASS B SHARES: Class B shares are not subject to an initial
sales charge but are subject to a high
contingent deferred sales charge (declining by
1% each year) which will be imposed on certain
redemptions and a Rule 12b-1 fee of not to
exceed 1% per annum of the average
daily net assets of the class. The contingent
deferred sales charge is waived for certain
eligible investors. Class B shares
automatically convert to Class A shares
approximately seven years after purchase.

CLASS C SHARES: Class C shares are not subject to an initial
sales charge but are subject to a low
contingent deferred sales charge (declining by
1% each year) which will be imposed on certain
redemptions and a Rule 12b-1 fee not to exceed
1% per annum of the average daily net assets
of the class.

Class Z SHARES: Class Z shares are not subject to either an
initial or contingent deferred sales charge
nor are they subject to any Rule 12b-1 fee.

INCOME AND EXPENSE ALLOCATIONS

Income, any realized and unrealized capital gains and losses,
and expenses not allocated to a particular class, will be
allocated to each class on the basis of the net asset value of
that class in relation to the net asset value of the Fund.

<PAGE>

DIVIDENDS AND DISTRIBUTIONS

Dividends and other distributions paid by the Fund to each
class of shares, to the extent paid, will be paid on the same
day and at the same time, and will be determined in the same
manner and will be in the same amount, except that the amount
of the dividends and other distributions declared and paid by
a particular class may be different from that paid by another
class because of Rule 12b-1 fees and other expenses borne
exclusively by that class.

EXCHANGE PRIVILEGE

Each class of shares is generally exchangeable for the same
class of shares (or the class of shares with similar
characteristics), if any, of the other Prudential Mutual Funds
(subject to certain minimum investment requirements) at
relative net asset value without the imposition of any sales
charge.

Class B and Class C shares (which are not subject to a
contingent deferred sales charge) of shareholders who qualify
to purchase Class A shares at net asset value will be
automatically exchanged for Class A shares on a quarterly
basis, unless the shareholder elects otherwise.

CONVERSION FEATURES

Class B shares will automatically convert to Class A shares on
a quarterly basis approximately seven years after purchase.
Conversions will be effected at relative net asset value
without the imposition of any additional sales charge.

GENERAL

A. Each class of shares shall have exclusive voting rights on any
matter submitted to shareholders that relates solely to its
arrangement and shall have separate voting rights on any
matter submitted to shareholders in which the interests of one
class differ from the interests of any other class.

B. On an ongoing basis, the Directors/Trustees, pursuant to their
fiduciary responsibilities under the 1940 Act and otherwise,
will monitor the Fund for the existence of any material
conflicts among the interests of its several classes. The
Directors/Trustees, including a majority of the independent
Directors/Trustees, shall take such action as is reasonably
necessary to eliminate any such conflicts that may develop.
Prudential Mutual Fund Management, Inc., the Fund's Manager,
will be responsible for reporting any potential or existing
conflicts to the Directors/Trustees.

<PAGE>

C. For purposes of expressing an opinion on the financial
statements of the Fund, the methodology and procedures for
calculating the net asset value and dividends/distributions of
the Fund's several classes and the proper allocation of income
and expenses among such classes will be examined annually by
the Fund's independent auditors who, in performing such
examination, shall consider the factors set forth in the
relevant auditing standards adopted, from time to time, by the
American Institute of Certified Public Accountants.

Dated: _________, 1995

[18f-3]18f3-NMF.pln

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<ARTICLE> 6
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<NAME> PRUDENTIAL UTILITY FUND, INC.
<SERIES>
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<NAME> PRUDENTIAL UTILITY FUND, INC. (CLASS B)

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
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<INVESTMENTS-AT-COST> 3,389,108,675
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<NET-CHANGE-FROM-OPS> 404,210,396
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<DISTRIBUTIONS-OF-INCOME> (55,215,151)
<DISTRIBUTIONS-OF-GAINS> 0
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<NAME> PRUDENTIAL UTILITY FUND, INC.
<SERIES>
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<NAME> PRUDENTIAL UTILITY FUND, INC. (CLASS C)

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