PRUDENTIAL GOVERNMENT SECURITIES TRUST, 497, 1996-03-01

PRUDENTIAL GOVERNMENT SECURITIES TRUST
497, 1996-03-01

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Prudential Government Securities Trust
(Money Market Series-Class Z shares)

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Prospectus dated January 29, 1996
(as supplemented March 1, 1996)
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Prudential Government Securities Trust (the Trust) is a diversified, open-end
management investment company whose shares of beneficial interest are offered in
three series. Each series operates as a separate fund with its own investment
objectives and policies designed to meet its specific investment goals.

The investment objectives of the Money Market Series (the Series) are to obtain
high current income, preservation of capital and maintenance of liquidity by
investing principally in a diversified portfolio of short-term money-market
instruments issued or guaranteed by the United States Government or its agencies
or instrumentalities. There can be no assurance that the Series' investment
objective will be achieved. See "How the Trust Invests-Investment Objectives and
Policies."

An investment in the Series is neither insured nor guaranteed by the
U.S.Government and there can be no assurance that the Series will be able to
maintain a stable net asset value of $1.00 per share. See "How the Trust Values
its Shares."

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

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Class Z shares are offered exclusively for sale to participants in the PSI
401(k) Plan, an employee benefit plan sponsored by Prudential Securities
Incorporated (the PSI 401 (k) Plan or the Plan). Only Class Z shares are offered
through this Prospectus. The Series also offers Class A shares through the
attached Prospectus dated January 29, 1996 (the Retail Class Prospectus) which
is a part hereof.

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This Prospectus sets forth concisely the information about the Trust and the
Series that a prospective investor should know before investing. Additional
information about the Trust has been filed with the Securities and Exchange
Commission in a Statement of Additional Information, dated January 29, 1996,
which information is incorporated herein by reference (is legally considered a
part of this Prospectus) and is available without charge upon request to the
Trust at the address or telephone number noted above.

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

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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-MONEY MARKET SERIES-CLASS Z SHARES

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Shareholder Transaction Expenses
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*
(as a percentage of average net assets)
Management Fees ................................................... .400%
12b-1 Fees ........................................................ None
Other Expenses .................................................... .255%
-----
Total Fund Operating Expenses ................................. .655%
=====

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:
$ 7 $ 21 $ 36 $ 82

The above example is based on expenses expected to have been incurred if Class Z
shares had been in existence during the fiscal year ended November 30, 1995. 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 Series will bear,
whether directly or indirectly. For more complete descriptions of the various
costs and expenses, see "How the Trust is Managed." "Other Expenses" includes
operating expenses of the Series, such as trustees' and professional fees,
registration fees, reports to shareholders, transfer agency and custodian fees
and franchise taxes.

- ----------
*Estimated based on expenses expected to have been incurred if Class Z shares
had been in existence during the fiscal year ended November 30, 1995.

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<PAGE>

The following information supplements "How the Trust 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 Series' Class Z shares under a Distribution
Agreement with the Trust, none of which is reimbursed by or paid for by the
Trust.

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 following information supplements "Shareholder Guide-How to Buy Shares of
the Trust" and "Shareholder Guide-How to Sell Your Shares" in the Retail Class
Prospectus:

Class Z shares of the Series are offered exclusively for sale to
participants in 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 contributions
in the Plan. All purchases by the Plan will be for Class Z shares. Effective as
of March 1, 1996, Series shares held through the PSI 401 (k) Plan on behalf of
participants will be automatically exchanged for Class Z shares. Individual Plan
participants should contact the Prudential Securities Benefits Department for
information on making or changing investment choices. The Prudential Securities
Benefits Department is located at One Seaport Plaza, 33rd Floor, New York, New
York 10292 and may be reached by calling (212) 214-7194.

The following information supplements "Shareholder Guide-How to Exchange Your
Shares" in the Retail Class Prospectus:

Class Z shareholders of the Series may exchange their Class Z shares for
Class Z shares of certain other Prudential Mutual Funds on the basis of relative
net asset value. You should contact the Prudential Securities Benefits
Department about how to exchange your Class Z shares. See "How to Buy Shares of
the Trust" above. Participants who wish to transfer their Class Z shares out of
the PSI 401(k) Plan following separation from service (i.e., voluntary or
involuntary termination of employment or retirement) will have their Class Z
shares exchanged for Class A shares at net asset value.

The information above also supplements the information under "Trust Highlights"
in the Retail Class Prospectus as appropriate.

<PAGE>

Prudential Government Securities Trust
(Money Market Series)

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Prospectus dated January 29, 1996

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An investment in the Series is neither insured nor guaranteed by the U.S.
Government and there can be no assurance that the Series will be able to
maintain a stable net asset value of $1.00 per share. See "How the Trust Values
its Shares."

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

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

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<PAGE>

TRUST 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.

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What is Prudential Government Securities Trust?

Prudential Government Securities Trust is a mutual fund whose shares are
offered in three series, each of which operates as a separate 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 Trust is an open-end,
diversified management investment company. Only the Money Market Series is
offered through this Prospectus.

What are the Series' Investment Objectives?

The Series' investment objectives are to obtain high current income,
preservation of capital and maintenance of liquidity by investing principally in
a diversified portfolio of short-term money-market instruments issued or
guaranteed by the United States Government or its agencies or instrumentalities.
There can be no assurance that the Series' investment objective will be
achieved.
See "How the Trust Invests-Investment Objectives and Policies" at page 6.

Risk Factors and Special Characteristics

It is anticipated that the net asset value of the Series will remain
constant at $1.00 per share, although this cannot be assured. In order to
maintain such constant net asset value, the Series will value its portfolio
securities at amortized cost. While this method provides certainty in valuation,
it may result in periods during which the value of a security in its portfolio,
as determined by amortized cost, is higher or lower than the price the Series
would receive if it sold such security. See "How the Trust Values its Shares" at
page 10.

Who Manages the Trust?

Prudential Mutual Fund Management, Inc. (PMF or the Manager) is the Manager
of the Trust and is compensated for its services at an annual rate of .40 of 1%
of the Series' average daily net assets up to $1 billion, .375 of 1% of the
Series' average daily net assets between $1 billion and $1.5 billion and .35 of
1% in excess of $1.5 billion. As of December 31, 1995, PMF served as manager or
administrator to 60 investment companies, including 36 mutual funds, with
aggregate assets of approximately $51 billion. The Prudential Investment
Corporation (PIC or the Subadviser) furnishes investment advisory services in
connection with the management of the Trust under a Subadvisory Agreement with
PMF. See "How the Trust is Managed-Manager" at page 8.

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<PAGE>

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Who Distributes the Series' Shares?

Prudential Securities Incorporated (Prudential Securities or PSI), a major
securities underwriter and securities and commodities broker, acts as the
Distributor of the Series' Class A shares and is paid an annual service fee at
the rate of .125 of 1% of the average daily net assets of the Series Class A
shares. Prior to January 2, 1996, Prudential Mutual Fund Distributors, Inc.
(PMFD) acted as the Distributor of the Series' Class A shares. See "How the
Trust is Managed-Distributor" at page 9.

What is the Minimum Investment?

The minimum initial investment is $1,000. The subsequent minimum investment
is $100. 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 Trust" at page 13 and "Shareholder Guide-Shareholder Services" at
page 18.

How Do I Purchase Shares?

You may purchase Class A shares of the Series through Prudential Securities,
Pruco Securities Corporation (Prusec) or directly from the Trust, 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. See "How the
Trust Values its Shares" at page 10 and "Shareholder Guide-How to Buy Shares of
the Trust" at page 13.

How Do I Sell My Shares?

You may redeem Class A shares of the Series at any time at the NAV next
determined after Prudential Securities or the Transfer Agent receives your sell
order. See "Shareholder Guide-How to Sell Your Shares" at page 15.

How Are Dividends and Distributions Paid?

The Series expects to declare daily and pay monthly dividends of net
investment income and short-term capital gains, if any. Dividends and
distributions will be automatically reinvested in additional Class A shares of
the Series at NAV unless you request that they be paid to you in cash. See
"Taxes, Dividends and Distributions" at page 11.

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<PAGE>

TRUST EXPENSES-MONEY MARKET SERIES-CLASS A SHARES

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Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases .............................. None
Maximum Sales Load Imposed on Reinvested Dividends ................... None
Deferred Sales Load .................................................. None
Redemption Fees ...................................................... None
Exchange Fee ......................................................... None

Annual Series Operating Expenses
(as a percentage of average net assets)
Management Fees ...................................................... 0.400%
12b-1 Fees ........................................................... 0.125%
Other Expenses ....................................................... 0.255%
-----
Total Series Operating Expenses ...................................... 0.780%
=====

<TABLE>
<CAPTION>
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: $8 $25 $43 $97
</TABLE>

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The above example is based on data for the Series' fiscal year ended
November 30, 1995. 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 an investor in understanding the
various costs and expenses that an investor in the Series will bear, whether
directly or indirectly. For more complete descriptions of the various costs and
expenses, see "How the Trust is Managed." "Other Expenses" include operating
expenses of the Series, such as Trustees' and professional fees, registration
fees, reports to shareholders and transfer agent and custodian fees.

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4
<PAGE>

FINANCIAL HIGHLIGHTS
(for a share of beneficial interest outstanding
throughout each of the periods indicated)

The following financial highlights, with respect to the five-year period
ended November 30, 1995, for the Series' Class A shares 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 notes thereto, which appear in the Statement of Additional
Information. The following financial highlights contain selected data for a
share of beneficial interest 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.

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<TABLE>
<CAPTION>
Money Market Series-Class A Shares
-------------------------------------------------------------------------------------------------------
Year Ended November 30,
-------------------------------------------------------------------------------------------------------
PER SHARE OPERATING 1995 1994 1993 1992 1991 1990 1989 1988(D) 1987 1986
PERFORMANCE: ---- ---- ---- ---- ---- ---- ---- ------- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value, beginning
of period .............. $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000
------ ------ ------ ------ ------ ------ ------ ------ ------ ------

Net investment income .... .052 .033 .026 .035 .058 .076 .084 .067 .058 .061

Dividends from net
investment income ...... (.052) (.033) (.026) (.035) (.058) (.076) (.084) (.067) (.058) (.061)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net asset value, end of
period ................. $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
TOTAL RETURN(D)(D) ....... 5.20% 3.29% 2.62% 3.57% 5.96% 7.83% 8.77% 6.99% 6.01% 6.30%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(000) ................. $598,194 $637,343 $919,503 $1,026,187 $1,212,836 $1,355,058 $667,571 $470,727 $445,761 $329,789
Average net assets (000) . $597,599 $732,867 $950,988 $1,113,759 $1,255,014 $ 857,385 $528,820 $480,598 $368,100 $315,520
Ratio to average net assets:
Expenses, including
distribution fees .... .78% .77% .72% .72% .65% .66% .68% .65% .68% .70%
Expenses, excluding
distribution fees .... .65% .64% .59% .60% .53% .53% .56% .52% .55% .57%
Net investment income .. 5.15% 3.19% 2.56% 3.42% 5.78% 7.52% 8.30% 6.69% 5.78% 6.13%

<FN>
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(D)On August 9, 1988, Prudential Mutual Fund Management, Inc. succeeded The
Prudential Insurance Company of America as investment adviser and since
then has acted as manager of the Trust. See "Manager" in the Statement of
Additional Information.

(D)(D)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.

</FN>
</TABLE>

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<PAGE>

CALCULATION OF YIELD

The Series calculates its "current yield" based on the net change, exclusive
of realized and unrealized gains or losses, in the value of a hypothetical
account over a seven calendar day base period. The Series also calculates its
"effective annual yield" assuming weekly compounding. The following is an
example of the yield calculations as of November 30, 1995:

Value of hypothetical account at end of period $1.000984004
Value of hypothetical account at beginning of period 1.000000000
------------
Base period return $0.000984004
============
Current yield (.000984004 x (365/7)) 5.13%
Effective annual yield, assuming weekly compounding 5.26%

The yield will fluctuate from time to time and is not necessarily
representative of future performance.

The weighted average life to maturity of the portfolio of the Series on
November 30, 1995 was 50 days.

Yield is computed in accordance with a standardized formula described in the
Statement of Additional Information. In addition, comparative performance
information may be used from time to time in advertising or marketing the
Trust's shares, including data from Lipper Analytical Services, Inc.,
Morningstar Publications, Inc., Donoghue's Money Fund Report, The Bank Rate
Monitor, other industry publications, business periodicals, and market indices.

HOW THE TRUST INVESTS

INVESTMENT OBJECTIVES AND POLICIES

The investment objectives of the Series are to obtain high current income,
preserve capital and maintain liquidity. There can be no assurance that these
objectives will be achieved.

The Series' investment objectives are fundamental policies, and, therefore,
may not be changed without the approval of the holders of a majority of the
outstanding voting securities of the Money Market Series, as defined in the
Investment Company Act of 1940, as amended (the Investment Company Act).
Policies that are not fundamental may be modified by the Trustees.
The Series will invest at least 80% of its total assets in United States
Government securities. These securities may include securities issued or
guaranteed by the United States Treasury, by various agencies of the United
States Government or by various instrumentalities which have been established or
sponsored by the United States Government including repurchase agreements with
respect to such securities. The Series may also invest in fully insured
certificates of deposit issued by banks or savings and loan associations subject
to certain restrictions and obligations of the International Bank for
Reconstruction and Development (the World Bank). Obligations of the World Bank
are supported by appropriated but unpaid commitments of its member countries,
including the United States, and there is no assurance these commitments will be
undertaken or met in the future. See "Investment Restrictions" in the Statement
of Additional Information.

The Series may also purchase instruments of the types described above
together with the right to resell the instruments at an agreed-upon price or
yield within a specified period prior to the maturity date of the instrument,
commonly known as a "put." The aggregate price that the Series pays for
instruments with a put may be higher than the price that otherwise would be paid
for the instruments. See "Investment Objectives and Policies" in the Statement
of Additional Information.

<PAGE>

The Series seeks to maintain a $1.00 share price at all times. To achieve
this, the Series purchases only securities with remaining maturities of thirteen
months or less and limits the dollar-weighted average maturity of its portfolio
to 90 days or less. There is no assurance that the Series will be able to
maintain a stable net asset value. See "How the Trust Values its Shares."

The Series utilizes the amortized cost method of valuation in accordance
with regulations issued by the Securities and Exchange Commission (SEC). See
"How the Trust Values its Shares." Accordingly, the Series will limit its
portfolio investments to those instruments which present minimal credit risks
and which are of "eligible quality" as determined by the Series' investment
adviser under the supervision of the Trustees. "Eligible quality," for this
purpose, means (i) a security rated in one of the two highest rating categories
by at least two major rating agencies assigning a rating to the security or
issuer (or, if only one agency assigned a rating, that agency) or (ii) an
unrated security deemed of comparable quality by the Series' investment adviser
under the supervision of the Trustees. The purchase by the Series of a security
of eligible quality that is rated by only one rating agency or is unrated must
be approved or ratified by the Trustees.

OTHER INVESTMENTS AND POLICIES

Repurchase Agreements

The Series may enter into repurchase agreements, whereby the seller of a
security agrees to repurchase that security from the Series 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 Series' money is
invested in the security. The Series' 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 such instruments declines, the
Series will require additional collateral. If the seller defaults and the value
of the collateral securing the repurchase agreement declines, the Series may
incur a loss. The Series participates in a joint repurchase account with other
investment companies managed by Prudential Mutual Fund Management, Inc. pursuant
to an order of the SEC.

When-Issued and Delayed Delivery Securities

The Series 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 Series with payment and delivery taking
place as much as a month or more into the future in order to secure what is
considered to be an advantageous price and yield to the Series at the time of
entering into the transaction. The Trust's Custodian will maintain, in a
segregated account of the Series, cash, U.S. Government securities or other
liquid high-grade debt obligations having a value equal to or greater than the
Series' 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 Series' assets commited to the purchase of securities on a
when-issued or delayed delivery basis may increase the volatility of the Series'
net asset value.

Borrowing

The Series may borrow an amount equal to no more than 20% of the value of
its total assets (calculated when the loan is made) from banks for temporary,
extraordinary or emergency purposes. The Series may pledge up to 20% of its
total assets to secure these borrowings. Borrowing for purposes other than
meeting redemptions may not exceed 5% of the value of the Series' total assets.
Investment securities will not be purchased while borrowings are outstanding.

Illiquid Securities

The Series may hold 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

<PAGE>

securities that are not readily marketable. Restricted securities eligible for
resale pursuant to Rule 144A under the Securities Act of 1933, as amended (the
Securities Act), privately placed commercial paper and municipal lease
obligations if in each case such investments have a readily available market are
not considered illiquid for purposes of this limitation. The Series' investment
in Rule 144A securities could have the effect of increasing illiquidity to the
extent that qualified institutional buyers become, for a time, uninterested in
purchasing Rule 144A securities. The investment adviser will monitor the
liquidity of such restricted securities under the supervision of the Trustees.
Repurchase agreements subject to demand are deemed to have a maturity equal to
the applicable notice period.

INVESTMENT RESTRICTIONS

The Series 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
Series' outstanding securities, as defined in the Investment Company Act. See
"Investment Restrictions" in the Statement of Additional Information.

HOW THE TRUST IS MANAGED

The Trust has Trustees who, in addition to overseeing the actions of the
Trust's Manager, Subadviser and Distributor, as set forth below, decide upon
matters of general policy. The Trust's Manager conducts and supervises the daily
business operations of the Trust. The Trust's Subadviser furnishes daily
investment advisory services.

For the fiscal year ended November 30, 1995, total expenses of the Series'
Class A shares as a percentage of its average net assets were .78%. 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 Trust and is compensated
for its services at an annual rate of .40 of 1% of the Series' average daily net
assets up to $1 billion, .375 of 1% of the Series' average daily net assets
between $1 billion and $1.5 billion and .35 of 1% in excess of $1.5 billion. It
was incorporated in May 1987 under the laws of the State of Delaware. For the
fiscal year ended November 30, 1995, the Trust paid management fees to PMF of
.40% of the average net assets of the Series. See "Manager" in the Statement of
Additional Information.

As of December 31, 1995, PMF served as the manager to 36 open-end investment
companies, constituting all of the Prudential Mutual Funds, and as manager or
administrator to 24 closed-end investment companies with aggregate assets of
approximately $51 billion.

Under the Management Agreement with the Trust, PMF manages the investment
operations of the Trust and also administers the Trust'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 Trust 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.

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

<PAGE>

DISTRIBUTOR

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 Series' Class
A shares. It is an indirect, wholly-owned subsidiary of Prudential. Prior to
January 2, 1996, Prudential Mutual Fund Distributors, Inc. (PMFD), One Seaport
Plaza, New York, New York 10292, served as the Distributor of the Series' Class
A shares.

Under a Distribution and Service Plan (the Plan) adopted by the Series under
Rule 12b-1 under the Investment Company Act and a distribution and service
agreement (the Distribution Agreement), the Distributor incurs the expenses of
distributing Class A shares of the Series. These expenses include 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, account servicing fees paid to, or on account of,
other broker-dealers or 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 the sale
of the Series' Class A shares, including lease, utility, communications and
sales promotion expenses. The State of Texas requires that shares of the Trust
may be sold in that state only by dealers or other financial institutions which
are registered there as broker-dealers.

Under the Plan, the Trust is obligated to pay a service fee 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 Trust 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 Plan, the Trust pays the Distributor for its distribution-related
activities with respect to Class A shares of the Series at an annual rate of up
to .125 of 1% of the average daily net assets of the Series' Class A shares.
Account servicing fees are paid based on the average balance of Series Class A
shares held in accounts of customers of financial advisers. The entire
distribution fee may be used to pay account servicing fees.

For the fiscal year ended November 30, 1995, the Series paid distribution
expenses of .125 of 1% of the average daily net assets of its Class A shares.
The Trust records all payments made under the Plan as expenses in the
calculation of its net investment income.

The Plan provides that it shall continue in effect from year to year
provided that each such continuance is approved annually by a majority vote of
the Trustees, including a majority of the Trustees who are not interested
persons of the Trust and who have no direct or indirect financial interest in
the operation of the Plan or any agreements related to the Plan (Rule 12b-1
Trustees). The Trustees are provided with and review quarterly reports of
expenditures under the Plan. The Plan may be terminated at any time by vote of a
majority of the Rule 12b-1 Trustees or of a majority of the Series' outstanding
Class A shares. The Trust will not be obligated to pay expenses incurred under
the Plan if it is terminated or not continued.

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

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 National
Association of Securities Dealers, Inc. (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.

<PAGE>

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 has agreed to provide
additional funds, if necessary, for the purpose of the settlement fund. 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 Trust 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 Trust'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 for the Trust, 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.

CUSTODIAN AND TRANSFER AND DIVIDEND DISBURSING AGENT

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

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

HOW THE TRUST VALUES ITS SHARES

The net asset value per share or NAV of the Series' Class A shares is
determined by subtracting its liabilities from the value of its assets and
dividing the remainder by the number of outstanding Class A shares. The Trustees
have fixed the specific time of day for the computation of the Series' NAV to be
as of 4:30 P.M., New York time, immediately after the daily declaration of
dividends.

The Series will compute its NAV once daily on the days that the New York
Stock Exchange is open for trading, except on days on which no orders to
purchase, sell or redeem Series shares have been received or days on which
changes in the value of the Series' 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.

<PAGE>

The Series determines the value of its portfolio securities by the amortized
cost method. This method involves valuing a security at its cost at the time of
purchase and thereafter assuming a constant amortization to maturity of any
discount or premium regardless of the impact of fluctuating interest rates on
the market value of the instrument. While this method provides certainty in
valuation, it may result in periods during which value, as determined by
amortized cost, is higher or lower than the price the Series would receive if it
sold the instrument. During these periods, the yield to a shareholder may differ
somewhat from that which could be obtained from a similar fund which marks its
portfolio securities to the market each day. For example, during periods of
declining interest rates, if the use of the amortized cost method resulted in a
lower value of the Series' portfolio on a given day, a prospective investor in
the Series would be able to obtain a somewhat higher yield and existing
shareholders would receive correspondingly less income. The converse would apply
during periods of rising interest rates. The Trustees have established
procedures designed to stabilize, to the extent reasonably possible, the NAV of
the Series' shares at $1.00 per share. See "Net Asset Value" in the Statement of
Additional Information.

TAXES, DIVIDENDS AND DISTRIBUTIONS

Taxation of the Series

Each series of the Trust is treated as a separate entity for federal income
tax purposes and each has elected to qualify and intends to remain qualified as
a regulated investment company under the Internal Revenue Code. Accordingly, the
Series will not be subject to federal income taxes on its net investment income
and capital gain, if any, it distributes to shareholders. To the extent not
distributed by the Series, taxable net investment income and net capital gains
are taxable to the Series. The performance and tax qualification of one series
will have no effect on the federal income tax liability of shareholders of the
other series. See "Taxes" in the Statement of Additional Information.

Taxation of Shareholders

Distributions of net investment income and net short-term capital gains
(i.e., the excess of net short-term capital gains over net long-term capital
losses), if any, will be taxable to shareholders of the Series as ordinary
income, whether or not reinvested. The Series does not expect to realize
long-term capital gains or losses. Because none of the income of the Series will
consist of dividends from domestic corporations, dividends of net investment
income and distributions of net short-term capital gains will not be eligible
for the dividends-received deduction for corporate shareholders. Tax-exempt
shareholders will generally not be required to pay taxes on amounts distributed
to them.

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

Withholding Taxes

Under Treasury Regulations, the Trust is required to withhold and remit to
the U.S. Treasury 31% of dividends, capital gain distributions and redemption
proceeds on the accounts of those shareholders who fail to furnish their 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 from net
investment income and 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 Series expects to declare daily and pay monthly dividends of net
investment income and short-term capital gains, if any. A shareholder begins to
earn dividends on the first business day after the settlement date of his or her
order and continues to earn dividends through the day on which his or her shares
are redeemed.

<PAGE>

Dividends and distributions will be paid in additional Class A shares of the
Series based on the net asset value of the Series' Class A shares on the payment
date, unless the shareholder elects in writing not less than five business days
prior to the payment date to receive such dividends and distributions in cash.
Such election should be submitted to Prudential Mutual Fund Services, Inc., Att:
Account Maintenance, P.O. Box 15015, New Brunswick, New Jersey 08906-5015. If
you hold shares through Prudential Securities, you should contact your financial
adviser to elect to receive dividends and distributions in cash. The Trust will
notify each shareholder after the close of the Trust's taxable year of both the
dollar amount and taxable status of that year's dividends and distributions on a
per share basis. Distributions may be subject to state and local taxes. See
"Taxation of Shareholders" above.

GENERAL INFORMATION

DESCRIPTION OF SHARES

The Trust, organized as an unincorporated business trust under the laws of
Massachusetts, is a trust fund of the type commonly known as a "Massachusetts
business trust." The Trust's activities are supervised by its Trustees. The
Declaration of Trust permits the Trustees to issue an unlimited number of full
and fractional shares in separate series and classes within such series.

The shareholders of the Money Market Series, the Short-Intermediate Term
Series and the U.S. Treasury Money Market Series are each entitled to a full
vote for each full share of beneficial interest (par value $.01 per share) held
(and fractional votes for fractional shares). Shares of each series are entitled
to vote as a class only to the extent required by the provisions of the
Investment Company Act or as otherwise permitted by the Trustees in their sole
discretion. Under the Investment Company Act, shareholders of each series have
to approve the adoption of any investment advisory agreement relating to such
series and of any changes in the investment policies related thereto.

Shares of the Short-Intermediate Term Series and the U.S. Treasury Money
Market Series are each currently comprised of a single class. Shares of the
Money Market Series are currently divided into two classes designated Class A
and Class Z shares. Each class represents an interest in the same assets of the
Series and is identical in all respects except that (i) each class is subject to
different expenses which may affect performance, (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
the other class, (iii) each class has a different exchange privilege and (iv)
Class Z shares are offered exclusively for sale to participants in the PSI
401(k) Plan, an employee benefit plan sponsored by Prudential Securities. Since
Class A shares are subject to distribution and/or service expenses, the
liquidation proceeds to shareholders of those classes are likely to be lower
than to Class Z shareholders whose shares are not subject to any distribution
and/or service expenses. In accordance with the Trust's Declaration of Trust,
the Trustees may authorize the creation of additional classes, with such
preferences, privileges, limitations and voting and dividend rights as the
Trustees may determine. Currently, the Series is offering one class, designated
Class A shares. It is anticipated that the Fund will commence offering Class Z
shares in or about March 1996.

It is the intention of the Trust not to hold annual meetings of
shareholders. The Trustees may call special meetings of shareholders for action
by shareholder vote as may be required by the Investment Company Act or the
Declaration of Trust. Shareholders have certain rights, including the right to
call a meeting upon vote of 10% of the Trust's outstanding shares for the
purpose of voting on the removal of one or more Trustees.

ADDITIONAL INFORMATION

This Prospectus, including the Statement of Additional Information which has
been incorporated by reference herein, does not contain all the information set
forth in the Registration Statement filed by the Trust 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.

<PAGE>
SHAREHOLDER GUIDE

HOW TO BUY SHARES OF THE TRUST

You may purchase Class A shares of the Series through Prudential Securities
or through Prusec, or directly from the Trust through its Transfer Agent,
Prudential Mutual Fund Services, Inc. (PMFS or the Transfer Agent), Attention:
Investment Services, P.O. Box 15020, New Brunswick, New Jersey 08906-5020. The
minimum initial investment is $1,000. The minimum subsequent investment is $100.
All minimum investment requirements are waived for certain retirement and
employee savings plans and for custodial accounts for the benefit of minors. For
purchases through the Automatic Savings Accumulation Plan, the minimum initial
and subsequent investment is $50. See "Shareholder Services" below.

Class A shares of the Series are sold, without a sales charge, at the NAV
next determined after receipt and acceptance by PMFS of a purchase order and
payment in proper form [i.e., a check or Federal Funds wired to State Street
Bank and Trust Company (State Street), the Trust's custodian]. See "How the
Trust Values its Shares." When payment is received by PMFS prior to 4:30 P.M.,
New York time, in proper form, a share purchase order will be entered at the
price determined as of 4:30 P.M., New York time, on that day, and dividends on
the shares purchased will begin on the business day following such investment.
See "Taxes, Dividends and Distributions."

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. Shareholders cannot utilize Expedited Redemption or Check
Redemption or have a Systematic Withdrawal Plan if they have been issued share
certificates.

The Trust reserves the right to reject any purchase order (including an
exchange into the Series) 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 Trust. The
Distributor reserves the right to cancel any purchase order for which payment
has not been received by the third business day following the investment.

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

Purchase through Prudential Securities

Class A shares of the Series may be purchased through Prudential Securities
at the net asset value next computed after your order is received. Prudential
Securities will transmit your order to the Trust on the next business day for
settlement that day and you will begin earning dividends on the second business
day after receipt of your order by Prudential Securities. Prudential Securities
will have the use of any free credit balances (i.e., immediately available
funds) held in your account until they are delivered to the Trust in connection
with your purchase.

Class A shares of the Series purchased by Prudential Securities on behalf of
its clients will be held by Prudential Securities as record holder. Prudential
Securities will thereafter receive statements and dividends directly from the
Series and will in turn provide investors with Prudential Securities account
statements reflecting purchases, redemptions and dividend payments. Although
Prudential Securities clients who purchase Class A shares of the Series through
Prudential Securities may not redeem those shares by check, Prudential
Securities may provide its clients with alternative forms of immediate access to
monies invested in Class A shares of the Series.

Prudential Securities clients wishing additional information concerning
investment in Series Class A shares made through Prudential Securities should
call their Prudential Securities financial adviser.

Automatic Investment. Prudential Securities has advised the Series that it
has instituted procedures pursuant to which, upon enrollment by a Prudential
Securities client, Prudential Securities will make automatic investments of free
credit cash balances of $1,000 or more ($1.00 for IRAs and Benefit Plans)
(Eligible Credit Balances) held in such client's

<PAGE>

account in Class A shares of the Series (Autosweep). Under these procedures, for
accounts other than IRA and Benefit Plans, an order to purchase Class A shares
of the Series is placed (i) in the case of Eligible Credit Balances resulting
from the proceeds of a securities sale, at the opening of business on the day
following the settlement of the securities sale, and (ii) in the case of
Eligible Credit Balances resulting from a non-trade related credit (e.g.,
receipt of a dividend or interest payment, maturity of a bond or a cash payment
into the securities account), at the opening of business semi-monthly. For IRAs
and Benefit Plans, orders will be placed by Prudential Securities (i) on the
settlement date of the securities sale, in the case of Eligible Credit Balances
resulting from the proceeds of a securities sale and (ii) on the business day
after receipt by Prudential Securities of the non-trade related credit, in the
case of Eligible Credit Balances resulting from a non-trade related credit. Each
time an order is placed under these procedures resulting from the settlement of
a securities sale, any non-trade related credit in the client's account will
also be automatically invested. For the purposes of Autosweep, "Benefit Plans"
include (i) employee benefit plans as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974 (ERISA) other than governmental plans as
defined in Section 3(32) of ERISA and church plans as defined in Section 3(33)
of ERISA, (ii) pension, profit-sharing or other employee benefit plans qualified
under Section 401 of the Internal Revenue Code and (iii) deferred compensation
and annuity plans under Section 457 or 403(b)(7) of the Internal Revenue Code.
"IRAs" are Individual Retirement Accounts as defined in Section 408(a) of the
Internal Revenue Code. All shares purchased pursuant to these procedures will
begin earning dividends on the business day after the order is placed.
Prudential Securities will have the use of Eligible Credit Balances until monies
are delivered to the Fund.

Self-directed Investment. Prudential Securities clients not electing
Autosweep may continue to place orders for the purchase of Series Class A shares
through Prudential Securities, subject to minimum initial and subsequent
investment requirements as described above.

A Prudential Securities client who has not elected Autosweep (see "Automatic
Investment") and who does not place a purchase order promptly after funds are
credited to his or her Prudential Securities account will have a free credit
balance with Prudential Securities and will not begin earning dividends until
the business day after Prudential Securities has placed the client's purchase
order with the Trust to purchase Class A shares of the Series. Accordingly,
Prudential Securities will have the use of such free credit balances during this
period.

Purchase through Prusec

You may purchase Class A shares of the Series by placing an order with your
Prusec registered representative accompanied by payment for the purchase price
of such shares and, in the case of a new account, a completed Application Form.
You should also submit an IRS Form W-9. The Prusec registered representative
will then forward these items to the Transfer Agent. See "Purchase By Mail"
below.

Purchase by Wire

For an initial purchase of Class A shares of the Series 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, 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 02205, Services Division, Attention: Prudential Government
Securities Trust (Money Market Series), specifying on the wire the account
number assigned by PMFS and your name.

If you arrange for receipt by State Street of Federal Funds prior to 4:30
P.M., New York time, on a business day, you may purchase Series Class A shares
as of that day and earn dividends commencing on the next business day.

In making a subsequent purchase order by wire, you should wire State Street
directly, and should be sure that the wire specifies Prudential Government
Securities Trust (Money Market Series) and your name and individual account
number. It is not necessary to call PMFS to make subsequent purchase orders by
wire. The minimum amount which may be invested by wire is $1,000.

<PAGE>

Purchase by Mail

Purchase orders for which remittance is to be made by check or money order
may be submitted directly by mail to Prudential Mutual Fund Services, Inc.,
Attention: Investment Services, P.O. Box 15020, New Brunswick, New Jersey
08906-5020, together with payment of the purchase price of such shares and, in
the case of a new account, a completed Application Form. You should also submit
an IRS Form W-9. If PMFS receives your order to purchase shares of the Trust and
payment in proper form prior to 4:30 P.M., New York time, the purchase order
will be effective on that day and you will begin earning dividends on the
following business day. See "Taxes, Dividends and Distributions." Checks should
be made payable to Prudential Government Securities Trust (Money Market Series).
Certified checks are not necessary, but checks are accepted subject to
collection at full face value in United States funds and must be drawn on a bank
located in the United States. There are restrictions on the redemption of shares
purchased by check while the funds are being collected. See "How to Sell Your
Shares."

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 Trust Values its Shares."

Shares for which a redemption request is received prior to 4:30 P.M., New
York time, are entitled to a dividend on the day the request is received. By
pre-authorizing Expedited Redemption, you may arrange to have payment for
redeemed shares made in Federal Funds wired to your bank, normally on the next
bank business day following the date of receipt of the redemption instructions.
Should you redeem all of your shares, you will receive the amount of all
dividends declared for the month-to-date on those shares. See "Taxes, Dividends
and Distributions."

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 Trust in care of its
Transfer Agent, Prudential Mutual Fund Services, Inc., Attention: Redemption
Services, P.O. Box 15010, New Brunswick, New Jersey 08906-5010.

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.

Normally, the Trust makes payment on the next business day for all shares of
the Series redeemed, but in any event, payment will be made within seven days
after receipt by PMFS of share certificates and/or of a redemption request in
proper form. However, the Trust may suspend the right of redemption or postpone
the date of payment (a) for any periods during which the New York Stock Exchange
is closed (other than for customary weekend or holiday closings), (b) for any
periods when trading in the markets the Series normally utilizes is closed or
restricted or an emergency exists as determined by the SEC so that disposal of
the investments of the Series or determination of its NAV is not reasonably
practicable, or (c) for such other periods as the SEC may permit for protection
of the shareholders of the Money Market Series.

Payment for redemption of recently purchased shares will be delayed until
the Trust 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 if shares are purchased
by wire or by certified or official bank check.

<PAGE>

Redemption of Shares Purchased Through Prudential Securities

Prudential Securities clients for whom Prudential Securities has purchased
Class A shares of the Series may have such shares redeemed only by instructing
their Prudential Securities financial adviser orally or in writing.

Prudential Securities has advised the Series that it has established
procedures pursuant to which Class A shares of the Series held by a Prudential
Securities client having a deficiency in his or her Prudential Securities
account will be redeemed automatically to the extent of that deficiency to the
nearest highest dollar, unless the client notifies Prudential Securities to the
contrary. The amount of the redemption will be the lesser of (a) the total NAV
of Series Class A shares held in the client's Prudential Securities account or
(b) the deficiency in the client's Prudential Securities account at the close of
business on the date such deficiency is due. Accordingly, a Prudential
Securities client utilizing this automatic redemption procedure and who wishes
to pay for a securities transaction or meet any market action related deficiency
in his or her account must do so not later than the day of settlement for such
securities transaction or the date such market action related deficiency is
incurred. Prudential Securities clients who have elected to utilize Autosweep
will not be entitled to dividends declared on the date of redemption.

Redemption of Shares Purchased Through PMFS

If you purchase Class A shares of the Series through PMFS, you may use Check
Redemption, Expedited Redemption or Regular Redemption. Prudential Securities
clients for whom Prudential Securities has purchased shares may not use such
services.

Regular Redemption. You may redeem your shares by sending a written request
to PMFS, Attention: Redemption Services, P.O. Box 15010, New Brunswick, New
Jersey 08906-5010. In this case, all share certificates must be endorsed by you
with signature guaranteed, as described above. PMFS may request further
documentation from corporations, executors, administrators, trustees or
guardians. Regular redemption is made by check mailed to the shareholder's
address.

Expedited Redemption. By pre-authorizing Expedited Redemption, you may
arrange to have payment for redeemed shares made in Federal Funds wired to your
bank, normally on the next business day following redemption. In order to use
Expedited Redemption, you may so designate at the time the initial investment is
made or at a later date. Once an Expedited Redemption authorization form has
been completed, the signature on the authorization form guaranteed as set forth
above and the form returned to PMFS, requests for redemption may be made by
telegraph, letter or telephone. To request Expedited Redemption by telephone,
you should call PMFS at (800) 225-1852. Calls must be received by PMFS before
4:30 P.M., New York time, to permit redemption as of such date. Requests by
letter should be addressed to Prudential Mutual Fund Services, Inc., Att:
Redemption Services, P.O. Box 15010, New Brunswick, New Jersey 08906-5010.

A signature guarantee is not required under Expedited Redemption once the
authorization form is properly completed and returned. The Expedited Redemption
privilege may be used to redeem shares in an amount of $200 or more, except that
if an account for which Expedited Redemption is requested has a net asset value
of less than $200, the entire account must be redeemed. The proceeds of redeemed
shares in the amount of $1,000 or more are transmitted by wire to your account
at a domestic commercial bank which is a member of the Federal Reserve System.
Proceeds of less than $1,000 are forwarded by check to your designated bank
account.

During periods of severe market or economic conditions, Expedited Redemption
may be difficult to implement and you should redeem your shares by mail as
described above.

Check Redemption. At your request, State Street will establish a personal
checking account for you. Checks drawn on this account can be made payable to
the order of any person in any amount greater than $500. When such check is
presented to State Street for payment, State Street presents the check to the
Trust as authority to redeem a sufficient number of Class A shares of the Series
in your account to cover the amount of the check. If insufficient shares are in
the

<PAGE>

account or, if the purchase was made by check within 10 calendar days, the check
will be returned marked "insufficient funds." Checks in an amount less than $500
will not be honored. Shares for which certificates have been issued cannot be
redeemed by check. PMFS reserves the right to impose a service charge to
establish a checking account and order checks.

Involuntary Redemption

Because of the relatively high cost of maintaining an account, the Trust
reserves the right to redeem, upon 60 days' written notice, an account which is
reduced to an NAV of $500 or less due to a redemption. You may avoid such
redemption by increasing the NAV of your account to an amount in excess of $500.

Redemption in Kind

If the Trustees determine that it would be detrimental to the best interests
of the remaining shareholders of the Series to make payment wholly or partly in
cash, the Trust may pay the redemption price in whole or in part by a
distribution in kind of securities from the investment portfolio of the Series
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 in a regular
redemption. See "How the Trust Values its Shares." If your shares are redeemed
in kind, you would incur transaction costs in converting the assets into cash.
The Trust, however, has elected to be governed by Rule 18f-1 under the
Investment Company Act, under which the Trust is obligated to redeem shares
solely in cash up to the lesser of $250,000 or one percent of the net asset
value of the Trust during any 90-day period for any one shareholder.

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 Trust at the NAV next determined after the order is
received, which must be within 90 days after the date of the redemption. Any
CDSC paid in connection with such redemption will be credited (in shares) to
your account. (If less than a full repurchase is made, the credit will be on a
pro rata basis.) You must notify the Trust's Transfer Agent, either directly or
through Prudential Securities, at the time the repurchase privilege is exercised
to adjust your account for the CDSC you previously paid. Thereafter, any
redemptions will be subject to the CDSC applicable at the time of the
redemption. Exercise of the repurchase privilege will not affect the federal
income tax treatment of any gain realized upon the redemption. However, if the
redemption was made within a 30-day period of the repurchase and 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.

Class B and Class C Purchase Privilege

You may direct that the proceeds of the redemption of your shares be
invested in Class B or Class C shares of any Prudential Mutual Fund by calling
your Prudential Securities financial adviser or the Transfer Agent at (800)
225-1852. The transaction will be effected on the basis of the relative NAV.

HOW TO EXCHANGE YOUR SHARES

As a shareholder of the Series you may exchange your shares for shares of
other series of the Trust and certain other Prudential Mutual Funds, including
money market funds and funds sold with an initial sales charge, subject to the
minimum investment requirements of such funds on the basis of the relative NAV.
You may exchange your shares for Class A shares of the Prudential Mutual Funds
on the basis of the relative NAV, plus the applicable sales charge. No
additional sales charge is imposed in connection with subsequent exchanges. You
may not exchange your shares for Class B shares of the Prudential Mutual Funds,
except that shares acquired prior to January 22, 1990 subject to a contingent
deferred sales charge can be exchanged for Class B shares. You may not exchange
your shares for Class C

17
<PAGE>

shares of the Prudential Mutual Funds. See "How to Sell Your Shares-Class B and
Class C Purchase Privilege" above and "Shareholder Investment Account-Exchange
Privilege" in the Statement of Additional Information. An exchange will be
treated as a redemption and purchase for tax purposes.

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
Trust 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 fradulent exchanges, your telephone call 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 Trust 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. (The Trust or its agents could be subject to
liability if they fail to employ reasonable procedures.) All exchanges will be
made on the basis of the relative NAV of the two funds (or series) 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.

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 in the Series, you
can take advantage of the following additional services and privileges:

* Automatic Reinvestment of Dividends and/or Distributions. For your
convenience, all dividends and distributions are automatically reinvested in
full and fractional Class A shares of the Series at NAV. 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 your shares through Prudential Securities, you should
contact your financial adviser.

* Automatic Savings Accumulation Plan (ASAP). Under ASAP you may make
regular purchases of Series Class A shares in amounts as little as $50 via an
automatic charge 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 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 for
shareholders which provides for monthly or quarterly checks. For additional
information about this service, you may contact your Prudential Securities
financial adviser, Prusec representative or the Transfer Agent directly.

<PAGE>

* Multiple Accounts. Special procedures have been designed for banks and
other institutions that wish to open multiple accounts. An institution may open
a single master account by filing an Application Form with Prudential Mutual
Fund Services, Inc. (PMFS or the Transfer Agent), Attention: Customer Service,
P.O. Box 15005, New Brunswick, New Jersey 08906, signed by personnel authorized
to act for the institution. Individual sub-accounts may be opened at the time
the master account is opened by listing them, or they may be added at a later
date by written advice or by filing forms supplied by the Trust. Procedures are
available to identify sub-accounts by name and number within the master account
name. The investment minimums set forth above are applicable to the aggregate
amounts invested by a group and not to the amount credited to each sub-account.

* Reports to Shareholders. The Trust 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 Trust will provide one annual report and semi-annual shareholder
report and annual prospectus per household. You may request additional copies of
such reports by calling (800) 225-1852 or by writing to the Trust at One Seaport
Plaza, New York, NY 10292.

* Shareholder Inquiries. Inquiries should be addressed to the Trust 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.

19
<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 registered representative or telephone
the Trust at (800) 225-1852 for a free prospectus. Read the prospectus carefully
before you invest or send money.

(Left Column)

Taxable Bond Funds
Prudential Diversified Bond Fund, Inc.
Prudential Government Income Fund
Prudential Government Securities Trust
Short-Intermediate Term Series
Prudential High Yield Fund, Inc.
Prudential Mortgage Income Fund, Inc.
Prudential Structured Maturity Fund, Inc.
Income Portfolio
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
Intermediate Series
Prudential Municipal Series Fund
Florida Series
Hawaii Income Series
Maryland Series
Massachusetts Series
Michigan 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 Limited Maturity Fund, Inc.
Limited Maturity Portfolio
Prudential Global Natural Resources Fund, Inc.
Prudential Intermediate Global Income Fund, Inc.
Prudential Pacific Growth Fund, Inc.
Global Utility Fund, Inc.
The Global Government Plus Fund, Inc.
The Global Total Return Fund, Inc.

(Right Column)

Equity Funds
Prudential Allocation Fund
Balanced Portfolio
Strategy Portfolio
Prudential Equity Fund, Inc.
Prudential Equity Income Fund
Prudential Growth Opportunity Fund, Inc.
Prudential Jennison Fund, Inc.
Prudential Multi-Sector 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, Inc.
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>

(Left Column)

No dealer, sales representative or any other
person has been authorized to give any infommation
or to make any representations, other than those
contained in this Prospectus, in connection with
the offer contained in this Prospectus, and, if
given or made, such other information or
representations must not be relied upon as having
been authorized by the Trust or the Distributor.
This Prospectus does not constitute an offer by
the Trust 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
----
TRUST HIGHLIGHTS ............................. 2
Risk Factors and Special Characteristics ... 2
TRUST EXPENSES ............................... 4
FINANCIAL HIGHLIGHTS ......................... 5
CALCULATION OF YIELD ......................... 6
HOW THE TRUST INVESTS ........................ 6
Investment Objectives and Policies ......... 6
Other Investments and Policies ............. 7
Investment Restrictions .................... 8
HOW THE TRUST IS MANAGED ..................... 8
Manager .................................... 8
Distributor ................................ 9
Portfolio Transactions ..................... 10
Custodian and Transfer and
Dividend Disbursing Agent ............... 10
HOW THE TRUST VALUES ITS SHARES ........... 10
TAXES, DIVIDENDS AND DISTRIBUTIONS ........ 11
GENERAL INFORMATION .......................... 12
Description of Shares ...................... 12
Additional Information .................... 12
SHAREHOLDER GUIDE ............................ 13
How to Buy Shares of the Trust ........... 13
How to Sell Your Shares .................. 15
How to Exchange Your Shares .............. 17
Shareholder Services ....................... 18
THE PRUDENTIAL MUTUAL FUND FAMILY ............ A-1

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100A 430144C

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

CUSIP #: 744342 20 50

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

(Right Column)

Prudential
Government
Securities
Trust
- ---------------------
(Money Market Series)

Prudential Mutual Funds
BUILDING YOUR FUTURE
ON OUR STRENGTH

PROSPECTUS

January 29, 1996