PRUDENTIAL EQUITY FUND
N-30D, 1995-03-16
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ANNUAL REPORT                                December 31,1994

Prudential
Equity Fund

(ICON)

(LOGO)

<PAGE>

PRUDENTIAL 
EQUITY FUND            AT A GLANCE

The Fund seeks long-term growth of capital by investing primarily in common 
stocks of major, established corporations.

<TABLE>
                                    Cumulative Total Returns1 
                                         As of 12/31/94
<CAPTION>
                            One Year     Five Year       Since Inception2
<S>                         <C>          <C>             <C>
Class A                      +2.4%          N/A               +79.5%
Class B                      +1.6         +64.1%             +538.5
Class C                       N/A           N/A               +0.01
Lipper Growth Fund Avg.3     -2.2         +53.0              +428.1
S&P 500 Index*               +1.3         +51.8              +564.5

<CAPTION>
                                  Average Annual Total Returns1 
                                         As of 12/31/94
                            One Year     Five Year       Since Inception2
<S>                         <C>          <C>             <C>
Class A                      -2.7%          N/A               +11.4%
Class B                      -3.4         +10.3%              +15.6
Class C                       N/A           N/A                -0.1
</TABLE>

Past performance is not indicative of future results. Principal and 
investment return will fluctuate so that an investor's shares, when 
redeemed, may be worth more or less than their original cost.

1 Source: Prudential Mutual Fund Management Inc. and Lipper Analytical 
  Services, Inc. The cumulative total returns do not take into account 
  sales charges. The average annual returns do take into account applicable 
  sales charges. The Fund charges a maximum front-end sales load of 5% for 
  Class A shares and a contingent deferred sales charge (CDSC) of 5%, 4%, 
  3%, 2%, 1% and 1% for six years, for Class B shares. Class C shares have 
  a 1% CDSC for one year. Beginning in February 1995, Class B shares will 
  automatically convert to Class A shares on a quarterly basis, after 
  approximately seven years. 

2 Inception dates: 1/22/90 Class A; 3/15/82 Class B; 8/1/94 Class C.

3 Lipper growth fund averages include 481 funds for one year, 226 funds 
  for five years and 195 funds since inception of the Class B shares 
  on 3/15/82. 

* The S&P 500 is a weighted index comprised of 500 stocks, which provides 
  a broad indicator of stock price movements.

<PAGE>

FIVE LARGEST HOLDINGS
<TABLE>
<CAPTION>
                                  % of Total 
As of 12/31/94                    Portfolio

1. Scott Paper                       4.9%
   Forest products
2. Digital Equipment Corp.           3.4%
   Computer hardware
3. Tandy Corp.                       3.0%
   Electronics retailer
4. Baxter International Inc.         2.5%
   Drugs & medical supplies
5. Societe Nationale                 2.4%
   ELF Aquitaine (ADR)
   Oil & gas exploration/production

UNDERSTANDING 
PERFORMANCE

Historical Investment Results represent the cumulative total returns for 
a specified period. These returns assume the reinvestment of dividends and 
distributions but do not take into account the applicable sales charges.

Average Annual Total Returns are not actual yearly results but even out 
performance so that investors can compare different funds on an equal 
basis. These returns take into account sales charges and would produce 
the same results as the historic total returns for the same period if 
performance had been constant.

GROWTH OF AN ASSUMED
INVESTMENT OF $10,000 IN THE
PRUDENTIAL EQUITY FUND

Class A
(GRAPH)

from inception on 
1/22/90 through 12/31/94

The above chart represents historical performance of Class A shares and 
assumes a front-end sales load of 5%. The net amount invested, after 
taking into account the front-end sales load, was $9,500.

Class B
(GRAPH)

from inception on 
3/15/82 through 12/31/94

The above chart represents historical performance of Class B shares and 
does not assume the effects of a contingent deferred sales charge. (Class 
B shares are subject to a CDSC of 5%, 4%, 3%, 2%, 1% and 1% during the 
first six years.)

Key

/ / Value of shares initially purchased plus shares acquired through 
    reinvestment of all dividends and distributions.

//  Value of shares initially purchased with all distributions taken in cash.


Past performance is no guarantee of future results. Investment return and 
principal value will fluctuate and an investor's shares may be worth more 
or less than the original amount when redeemed. Performance data for Class 
C shares is not included since the share class commenced operations less 
than one year ago.

<PAGE>
Letter to Shareholders

February 1, 1995

Dear Shareholder:

The past year was difficult for U.S. stock market investors, who watched 
the Federal Reserve raise short-term interest rates six times in an effort 
to slow growth and keep inflation under control.  Stock prices were generally 
shaky all year as a result, and stumbled in the fourth quarter as investors 
waited nervously for the new year.  We're pleased to announce that the 
Prudential Equity Fund performed well compared to its peers in this rocky 
market, as reported by Lipper Analytical Services, Inc.


1994 Investment Results

Total Returns
(GRAPH)

Source: Prudential Investment Corporation. For purposes of comparison only. 
Bonds as measured by the Lehman Brothers government/corporate aggregate. 
U.S. stocks as measured by the S&P 500 Index. Global stocks as measured 
by the Morgan Stanley Capital International World Index. U.S. money markets 
as measured by IBC/Donoghue's all taxable funds average.

Using Cash As a Cushion.

For most of the year, your Fund maintained a large cash position relative 
to its peers, which acted as a cushion during stock volatility and helped 
it perform better than the broad stock market and comparable growth-oriented 
mutual funds.   

However, toward year-end we began to put cash to work in the Fund.  The U.S. 
market's decline had created value opportunities in several sectors, 
particularly in finance and retail stocks.  In line with our value 
management style, we looked for stocks of fundamentally sound companies 
with prices low in relation to book value, potential earnings and cash 
flow.  The idea is that over time, other investors will also realize the 
discrepancy between the stocks' low prices and their higher intrinsic 
values, and bid up the price of such stocks.  

As of December 31, 1994, our cash position stood at 7%, its lowest level 
in 24 months.

                                  -3-

<PAGE>

Where the Fund Invested.

Banking on Financial stocks...  The Fund currently holds a large position 
in financial stocks, such as insurance companies, financial services firms 
and banks.  As of December 31, 1994, financial stocks accounted for 26% of 
the Fund. 

We believe these stocks, hard hit by rising rates in 1994, now offer many 
outstanding value investment opportunities.  During 1994, we added to many 
of our top finance holdings, including insurance companies like Chubb and 
The Equitable, financial services firms such as American Express and Dean 
Witter Discover, and banks such as Chase Manhattan and Bank of New York.

Retail Stocks... In the fourth quarter we added to holdings of inexpensive 
stocks in the retail industry, including Dillard Department Stores and 
K-Mart, on the hopes that recent decisions to concentrate on their core 
retail businesses would aid profitability going forward.  

Boosting Energy Stocks... Also, we continue to maintain a significant 
position in energy stocks, which we believe will benefit from increased 
worldwide economic activity.  These include oil companies Atlantic 
Richfield and ELF Aquitaine, a French oil company recently privatized 
by the French government.   (See the "Portfolio of Investments" for the 
number of shares owned at year end.) 

Some of the Fund's other energy industry holdings helped its performance.  
During the second half of the year, we eliminated our position in two 
energy stocks which we thought had reached their full valuations.  We 
sold our holdings of British Petroleum and Royal Dutch Petroleum after 
good performance from each.

The Fund had some underperformers as well.  Spanish telephone company 
Telefonica de Espana was hurt by its association with several Latin 
American utilities after the Mexican government's devaluation of the 
peso upset stocks in that region.  The stock lost 10% during the year.  
We continue to believe, however, that the firm is fundamentally sound 
and its stock relatively inexpensive, with good prospects going forward 
in both its Spanish and Latin American operations.  Other disappointing 
holdings included: Sprint, down 20%, and Continental, which lost 31%.

On the Hill:

In 1995, Congress is set to consider an initiative that would restore 
full income tax deductibility for individual retirement account 
contributions for middle-income wage earners.  In addition, Congress 
will also debate creation of a new tax-deferred savings account, called 
"the American Dream Savings Account."  Prudential Mutual Funds supports 
both of these proposals, and we urge you to share your own opinion with 
your Congressional representatives. We will keep you updated on the 
proposals as they make their way through the legislative process.

                                   -4-

<PAGE>

Fund Update:

Beginning in February 1995, Class B shareholders should begin to notice a 
change in their fund holdings.  That's when Class B shares will begin to 
convert to Class A shares, on a quarterly basis, approximately seven years 
after purchase.  As you may know, Class A shares generally carry lower 
annual distribution expenses than Class B shares.  Accordingly, after 
conversion, you will earn higher total returns on your investment than 
you would have as a Class B shareholder.  This conversion will be 
processed automatically and won't require any further action on your part.

Outlook: Buying Into 1995.

Despite market volatility in 1994, we remain optimistic that 1995 will be 
a good year for U.S. stocks.  We expect investor confidence to return once 
investors are convinced U.S. interest rates have stabilized and corporate 
earnings have remained strong.  In fact, it appears recent market volatility 
has created many excellent opportunities for funds like the Prudential 
Equity Fund, that are managed with a value investment style.  We expect 
to put the bulk of our cash to work in 1995 as we attempt to take advantage 
of some of those opportunities for our shareholders.

Thank you for choosing the Prudential Equity Fund for your stock investment.


Sincerely,


Lawrence C. McQuade
President

Thomas R. Jackson
Portfolio Manager

                                      -5-

<PAGE>

PORTFOLIO              Q&A

(PICTURE)
Tom Jackson

Media Mentions: The Prudential Equity Fund was featured in a 
listing in Worth Financial Magazine in November 1994. In addition, 
look for interviews with portfolio manager Tom Jackson in Barron's 
on November 14, 1994 and December 12, 1994. 

Q: Why have you decided it's a good time to put your cash to work in 
the stock market? 

A:  In the current market I see many attractively priced stocks 
selling at price-to-earnings multiples that I think make them bargains.

Q: Why do you think so many of those bargains are found in the 
Finance sector?

A:   Money and credit are the raw materials for financial service 
products and rising interest rates are viewed by the market as rising 
costs which may negatively impact the profitability of the companies 
in these businesses.  At current prices, I believe that these rates 
are largely discounted.  In the meantime, an aging population with 
increased savings needs combined with the globalization of finance 
provides attractive opportunities for growth in a broad array of 
financial services. 

Q: What do you look for to signal a company is taking steps to 
improve its stock price?

A:    There are many clues a company with sound fundamentals may 
be taking steps to get back on track.  Replacing poor management, 
restructuring to increase competitiveness, selling an unprofitable 
old business or acquiring a profitable new one, or introducing an 
exciting new product.

Q: How long does it take for a stock to reach its true value?

A:   Patience is a virtue.  A stock's price may be down temporarily 
for legitimate reasons, while the company is taking steps necessary 
to turn things around.  It's important to be patient and disciplined 
in the meantime and to stick to your strategy while you wait for the 
price to appreciate.  If the market provides the opportunity to buy 
the business at a significant discount to its true worth, the buyer 
can afford to be a patient holder. In the meantime, high portfolio 
turnover is a negative for the investor.  Trading involves commissions 
which are a cost, and to the degree that gains are realized, taxes 
must be paid. 

                                     -6-
<PAGE>
PRUDENTIAL EQUITY FUND, INC.              Portfolio of Investments
                                                 December 31, 1994
<CAPTION>
                                              Value
Shares                Description            (Note 1)       
<C>          <S>                           <C>
             LONG-TERM INVESTMENTS--93.0%
             Common Stocks--91.9%
             Aerospace/Defense--3.5%
   207,800   Lockheed Corp...............  $ 15,091,475
   870,000   Loral Corp..................    32,951,250
   500,000   United Technologies Corp....    31,437,500
                                           ------------
                                             79,480,225
                                           ------------
             Automobiles & Trucks--4.6%
 1,000,000   Chrysler Corp...............    49,000,000
   800,000   Ford Motor Co...............    22,400,000
   600,000   General Motors Corp.........    25,350,000
   404,800   Navistar International
               Corp.*....................     6,122,600
                                           ------------
                                            102,872,600
                                           ------------
             Banks & Financial Services--13.0%
 1,800,000   American Express Co.........    53,100,000
   800,000   American General Corp.......    22,600,000
   700,000   Bank of New York Co.,
               Inc.......................    20,300,000
   500,000   BankAmerica Corp............    19,750,000
   600,000   Chase Manhattan Corp........    20,625,000
   600,000   Comerica, Inc...............    14,625,000
 1,000,000   Dean Witter Discover &
               Co........................    33,875,000
   177,000   First America Bank Corp.....     5,310,000
 1,000,000   Great Western Financial
               Corp......................    16,000,000
   800,000   Lehman Brothers Holdings,
               Inc.......................    11,800,000
   292,505   Mellon Bank Corp............     8,957,965
   256,500   Mercantile Bankshares
               Corp......................     5,033,812
   250,000   Morgan (J.P.) & Co., Inc....    14,000,000
   300,000   NationsBank Corp............    13,537,500
   225,000   Republic New York Corp......    10,181,250
   600,000   Salomon, Inc................    22,500,000
                                           ------------
                                            292,195,527
                                           ------------
             Chemicals--1.7%
   555,500   IMC Fertilizer Group,
               Inc.......................    24,025,375
   500,000   Wellman, Inc................    14,125,000
                                           ------------
                                             38,150,375
                                           ------------
             Commercial Services--0.4%
   600,000   AAR Corp....................  $  8,025,000
                                           ------------
             Computer Hardware--9.5%
   800,000   Amdahl Corp.................     8,800,000
   800,000   Comdisco, Inc...............    18,500,000
 2,300,000   Digital Equipment Corp.*....    76,475,000
   412,900   Gerber Scientific, Inc......     5,367,700
   150,000   Hewlett-Packard Co..........    14,981,250
   300,000   International Business
               Machines Corp.............    22,050,000
 1,368,300   Tandy Corp..................    68,586,038
                                           ------------
                                            214,759,988
                                           ------------
             Construction & Housing--0.6%
   550,000   Centex Corp.................    12,512,500
                                           ------------
             Diversified Consumer Products--5.2%
   400,000   Eastman Kodak Co............    19,100,000
   750,000   Gibson Greetings, Inc.......    11,062,500
   500,000   ITT Corp....................    44,312,500
   500,000   Loews Corp..................    43,437,500
                                           ------------
                                            117,912,500
                                           ------------
             Drugs & Medical Supplies--3.0%
 2,000,000   Baxter International,
               Inc.......................    56,500,000
   400,000   Upjohn Co...................    12,300,000
                                           ------------
                                             68,800,000
                                           ------------
             Electric Power--0.9%
   170,000   American Electric Power,
               Inc.......................     5,588,750
   570,000   General Public Utilities
               Corp......................    14,962,500
                                           ------------
                                             20,551,250
                                           ------------
             Electronics--1.3%
   300,000   Avnet, Inc..................    11,100,000
    15,000   Harris Computer Systems,
               Inc.......................       183,750
   300,000   Harris Corp.................    12,750,000
   145,000   Varian Associates, Inc......     5,075,000
                                           ------------
                                             29,108,750
                                           ------------
</TABLE>
 
                                      -7-     See Notes to Financial Statements.
<PAGE>
PRUDENTIAL EQUITY FUND, INC.
<TABLE>
<CAPTION>
                                              Value
Shares                Description            (Note 1)       
<C>          <S>                           <C>
             Energy Equipment & Services--0.7%
   500,000   BJ Services Co.*............  $  8,437,500
 1,300,000   Noram Energy Corp...........     6,987,500
                                           ------------
                                             15,425,000
                                           ------------
             Forest Products--6.9%
   400,000   International Paper Co......    30,150,000
   550,000   James River Corp. of
               Virginia..................    11,137,500
   125,000   Rayonier, Inc...............     3,812,500
 1,600,000   Scott Paper Co..............   110,600,000
                                           ------------
                                            155,700,000
                                           ------------
             Hospitals--4.6%
   649,700   American Medical Holdings,
               Inc.*.....................    15,674,013
    39,400   Beverly Enterprises,
               Inc.*.....................       566,375
   400,000   Columbia Healthcare Corp....    14,600,000
   800,000   Foundation Health Corp.*....    24,800,000
   459,500   Hillhaven Corp.*............     9,764,375
 2,665,000   National Medical
               Enterprises, Inc.*........    37,643,125
                                           ------------
                                            103,047,888
                                           ------------
             Insurance--13.3%
 1,000,000   Alexander & Alexander
               Services, Inc.............    18,500,000
   600,000   Chubb Corp..................    46,425,000
   500,000   Citizens Corp...............     8,500,000
 2,200,000   Continental Corp............    41,800,000
   406,600   Emphesys Financial Group,
               Inc.......................    12,909,550
 1,132,700   First Colony Corp...........    25,344,162
   127,100   John Alden Financial
               Corp......................     3,654,125
   900,828   Old Republic International
               Corp......................    19,142,594
   255,500   Providian Corp..............     7,888,563
   700,000   SAFECO Corp.................    36,400,000
   350,000   St. Paul Companies, Inc.....    15,662,500
 1,153,800   The Equitable Companies,
               Inc.......................    20,912,625
   700,000   Travelers Corp..............    22,750,000
 1,461,900   Western National Corp.......    18,821,963
                                           ------------
                                            298,711,082
                                           ------------
             Non - Ferrous Metals--3.0%
   250,000   Alumax Inc.*................  $  7,093,750
   300,000   Aluminum Company of
               America...................    25,987,500
   122,750   AMAX Gold, Inc..............       736,500
 1,293,000   Cyprus Minerals Co..........    33,779,625
                                           ------------
                                             67,597,375
                                           ------------
             Oil & Gas Exploration/Production--7.0%
   300,000   Amerada Hess Corp...........    13,687,500
   200,000   Atlantic Richfield Co.......    20,350,000
 1,100,000   Occidental Petroleum
               Corp......................    21,175,000
 1,500,000   Oryx Energy Co..............    17,812,500
 1,530,130   Societe Nationale Elf
               Aquitaine
               (ADR)(France)*............    53,937,083
   717,640   Total SA, (ADR) (France)*...    21,170,380
   504,400   Union Texas Petroleum
               Holdings, Inc.............    10,466,300
                                           ------------
                                            158,598,763
                                           ------------
             Retail--6.0%
   119,700   Dayton-Hudson Corp..........     8,468,775
 1,100,000   Dillard Department Stores,
               Inc.......................    29,425,000
   700,000   Federated Department Stores,
               Inc.*.....................    13,475,000
 2,000,000   K-Mart Corp.................    26,000,000
   500,000   Petrie Stores Corp..........    11,187,500
 1,391,900   U.S. Shoe Corp..............    26,098,125
 1,100,000   Waban, Inc.*................    19,525,000
                                           ------------
                                            134,179,400
                                           ------------
             Specialty Chemicals--0.9%
   388,200   Eastman Chemical Co.*.......    19,604,100
   100,000   Witco Corp..................     2,462,500
                                           ------------
                                             22,066,600
                                           ------------
             Steel--0.4%
   500,000   Bethlehem Steel Corp.*......     9,000,000
                                           ------------
</TABLE>
 
                                      -8-     See Notes to Financial Statements.
<PAGE>
PRUDENTIAL EQUITY FUND, INC.
<TABLE>
<CAPTION>
                                           Value
Shares              Description           (Note 1)
<C>         <S>                           <C>
            Telecommunications--3.5%
1,446,500   Sprint Corp.................  $   39,959,563
1,100,000   Telefonica de Espana, S.A.,
              (ADR) (Spain).............      38,637,500
                                          --------------
                                              78,597,063
                                          --------------
            Transportation--1.9%
1,000,000   OMI Corp....................       6,625,000
  550,000   Overseas Shipholding Group,
              Inc.......................      12,650,000
1,200,000   Southern Pacific Rail
              Corp......................      21,750,000
                                          --------------
                                              41,025,000
                                          --------------
            Total common stocks
              (cost $1,820,818,524).....   2,068,316,886
                                          --------------
            Preferred Stocks--1.1%
4,000,000   RJR Nabisco Holdings Corp.
              Conv. Pfd. Stock
              (cost $25,999,617)........      24,000,000
                                          --------------
            Total long-term investments
              (cost $1,846,818,141).....   2,092,316,886
 
<CAPTION>
Principal
 Amount
  (000)     SHORT-TERM INVESTMENT--7.1%
- ---------
<C>         <S>                           <C>
            Repurchase Agreement
 $160,417   Joint Repurchase Agreement
              Account, 5.82%, due 1/3/95
            (cost $160,417,000; Note
              5)........................     160,417,000
                                          --------------
            Total Investments--100.1%
            (cost $2,007,235,141; Note
              4)........................   2,252,733,886
            Liabilities in excess of
              other
            assets--(0.1%)..............      (2,582,210)
                                          --------------
            Net Assets--100%............  $2,250,151,676
                                          --------------
                                          --------------
</TABLE>
 
- ---------------
* Non-income producing security.
ADR--American Depository Receipt.
                                      -9-     See Notes to Financial Statements.
<PAGE>
 PRUDENTIAL EQUITY FUND, INC.
 Statement of Assets and Liabilities
<TABLE>
<CAPTION>
Assets                                                                                   December 31, 1994
                                                                                         -----------------
<S>                                                                                      <C>
Investments, at value (cost $2,007,235,141)...........................................    $ 2,252,733,886
Cash..................................................................................            389,193
Dividends and interest receivable.....................................................          4,954,478
Receivable for Fund shares sold.......................................................          4,738,239
Receivable for investments sold.......................................................            351,460
Deferred expenses and other assets....................................................             18,574
                                                                                         -----------------
    Total assets......................................................................      2,263,185,830
                                                                                         -----------------
Liabilities
Payable for Fund shares reacquired....................................................          7,690,551
Payable for investments purchased.....................................................          2,191,029
Distribution fee payable..............................................................          1,685,248
Management fee payable................................................................            868,456
Accrued expenses......................................................................            583,373
Deferred Directors' fees..............................................................             15,497
                                                                                         -----------------
    Total liabilities.................................................................         13,034,154
                                                                                         -----------------
Net Assets............................................................................    $ 2,250,151,676
                                                                                         -----------------
                                                                                         -----------------
Net assets were comprised of:
  Common stock, at par................................................................    $     1,699,555
  Paid-in capital in excess of par....................................................      1,945,905,351
                                                                                         -----------------
                                                                                            1,947,604,906
  Undistributed net investment income.................................................         47,689,237
  Accumulated net realized gain on investments........................................          9,358,788
  Net unrealized appreciation on investments..........................................        245,498,745
                                                                                         -----------------
Net assets, December 31, 1994.........................................................    $ 2,250,151,676
                                                                                         -----------------
                                                                                         -----------------
Class A:
  Net asset value and redemption price per share
    ($276,411,893 / 20,881,953 shares of common stock issued and outstanding).........             $13.24
  Maximum sales charge (5.00% of offering price)......................................                .70
                                                                                         -----------------
  Maximum offering price to public....................................................             $13.94
                                                                                         -----------------
                                                                                         -----------------
Class B:
  Net asset value, offering price and redemption price per share
    ($1,970,579,538 / 148,834,923 shares of common stock issued and outstanding)......             $13.24
                                                                                         -----------------
                                                                                         -----------------
Class C:
  Net asset value, offering price and redemption price per share
    ($3,160,245 / 238,684 shares of common stock issued and outstanding)..............             $13.24
                                                                                         -----------------
                                                                                         -----------------
</TABLE>
See Notes to Financial Statements.
                                      -10-
 <PAGE>
<PAGE>
 PRUDENTIAL EQUITY FUND, INC.
 Statement of Operations
<TABLE>
<CAPTION>
                                          Year Ended
                                         December 31,
Net Investment Income                        1994
                                       -----------------
Income
<S>                                      <C>
  Dividends (net of foreign
    withholding taxes of $808,941)....   $42,973,993
  Interest............................    13,484,768
                                        ------------
    Total income......................    56,458,761
                                        ------------
Expenses
  Distribution fee--Class A...........       636,490
  Distribution fee--Class B...........    19,019,918
  Distribution fee--Class C...........         7,642
  Management fee......................    10,083,085
  Transfer agent's fees and
  expenses............................     3,390,000
  Reports to shareholders.............     1,454,900
  Registration fees...................       330,000
  Custodian's fees and expenses.......       305,000
  Franchise taxes.....................       256,000
  Legal fees..........................       100,000
  Insurance expense...................        59,000
  Directors' fees.....................        45,000
  Audit fee...........................        45,000
  Miscellaneous.......................        43,412
                                        ------------
    Total expenses....................    35,775,447
                                        ------------
Net investment income.................    20,683,314
                                        ------------
Realized and Unrealized
Gain (Loss) on Investments
Net realized gain on investment
  transactions........................    81,494,071
Net change in unrealized
  appreciation of investments.........   (68,377,840)
                                        ------------
Net gain on investments...............    13,116,231
                                        ------------
Net Increase in Net Assets
Resulting from Operations.............   $33,799,545
                                        ------------
                                        ------------
</TABLE>
 
 PRUDENTIAL EQUITY FUND, INC.
 Statement of Changes in Net Assets
<TABLE>
<CAPTION>
                                   Year Ended
                                  December 31,
                        ---------------------------------
Increase in Net Assets       1994               1993
                        ---------------    --------------
<S>                     <C>                <C>
Operations
  Net investment
    income............  $    20,683,314    $   17,238,874
  Net realized gain on
    investments.......       81,494,071       116,747,891
  Net change in
    unrealized
    appreciation of
    investments.......      (68,377,840)      183,732,635
                        ---------------    --------------
  Net increase in net
    assets resulting
    from operations...       33,799,545       317,719,400
                        ---------------    --------------
Net equalization
  debits..............        6,402,186        10,311,865
                        ---------------    --------------
Dividends and distributions
  (Note 1)
  Dividends from net
    investment income
    Class A...........       (4,339,236)       (3,388,881)
    Class B...........      (16,849,152)      (13,831,847)
    Class C...........          (14,701)               --
                        ---------------    --------------
                            (21,203,089)      (17,220,728)
                        ---------------    --------------
  Distributions from
    net realized
    capital gains
    Class A...........      (12,591,770)      (11,075,863)
    Class B...........      (91,043,748)      (85,590,180)
    Class C...........          (95,226)               --
                        ---------------    --------------
                           (103,730,744)      (96,666,043)
                        ---------------    --------------
Fund share transactions (Note 6)
  Proceeds from shares
    sold..............    1,454,763,135     1,246,554,009
  Net asset value of
    shares issued in
    reinvestment of
    dividends and
    distributions.....      117,059,026       107,310,518
  Cost of shares
    reacquired........   (1,264,107,170)     (881,414,705)
                        ---------------    --------------
  Net increase in net
    assets from Fund
    share
    transactions......      307,714,991       472,449,822
                        ---------------    --------------
Total increase........      222,982,889       686,594,316
Net Assets
Beginning of year.....    2,027,168,787     1,340,574,471
                        ---------------    --------------
End of year...........  $ 2,250,151,676    $2,027,168,787
                        ---------------    --------------
                        ---------------    --------------
</TABLE>
 
See Notes to Financial Statements.        See Notes to Financial Statements.
                                      -11-
<PAGE>
 PRUDENTIAL EQUITY FUND, INC.
 Notes to Financial Statements
   Prudential Equity Fund, Inc. (the ``Fund''), is registered under the
Investment Company Act of 1940 as a diversified, open-end management investment
company. The investment objective of the Fund is long-term growth of capital by
investing primarily in common stocks of major established corporations.
                              
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, including options, traded on a national
securities or commodities exchange and NASDAQ National Market equity securities
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 at current
market quotations. Short-term securities which mature in 60 days or less are
valued at amortized cost which approximates market value.
   In connection with transactions in 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, take
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.
Securities Transactions and Investment Income: Securities transactions are
recorded on the trade date. Realized gains and losses on sales of investments
are calculated on the identified cost basis. Dividend income is recorded on the
ex-dividend date, and interest income is recorded on the accrual basis.
   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 semi-annually. The Fund will distribute at least annually net capital
gains in excess of loss carryforwards, if any. 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.
Equalization: The Fund follows the accounting practice known as equalization by
which a portion of the proceeds from sales and costs of reacquisitions of Fund
shares, equivalent on a per share basis to the amount of distributable 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 and net capital gains, if any, 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.
                              
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. PMF has entered into a subadvisory agreement with 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 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 .50 of 1% of the Fund's average daily net assets up to $500
million, .475 of 1% of the next $500 million of average daily net assets and .45
of 1% of the Fund's average daily net assets in excess of $1 billion.
   The Fund has distribution agreements with Prudential Mutual Fund
Distributors, Inc. (``PMFD''), which acts as the
                                      -12-
 <PAGE>
<PAGE>
distributor of the Class A shares of the Fund, and with Prudential Securities
Incorporated (``PSI''), which acts as distributor of the Class B shares of the
Fund (collectively the ``Distributors''). To reimburse the Distributors for
their expenses incurred in distributing the Fund's Class A and Class B shares,
the Fund, pursuant to plans of distribution, pays the Distributors a
reimbursement accrued daily and payable monthly.
   On July 19, 1994, shareholders of the Fund approved amendments to the Class A
and Class B distribution 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 plan of
distribution. The Fund began offering Class C shares on August 1, 1994.
   Pursuant to the Class A Plan, the Fund compensates PMFD for its expenses with
respect to Class A shares at an annual rate of up to .30 of 1% of the average
daily net assets of the Class A shares. Such expenses under the Class A Plan
were .25 of 1% of the average daily net assets of the Class A shares for the
year ended December 31, 1994.
   Pursuant to the Class B and Class C Plans, the Fund compensates PSI for its
distribution-related expenses with respect to Class B and Class C shares at an
annual rate of up to 1% of the average daily net assets of the Class B and Class
C shares, respectively.
   PMFD has advised the Fund that it has received approximately $1,712,900 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.
   PSI advised the Fund that for the year ended December 31, 1994, it received
approximately $3,369,800 in contingent deferred sales charges imposed upon
certain redemptions by investors.
   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 and
during the year ended December 31, 1994, the Fund incurred fees of approximately
$2,755,000 for the services of PMFS. As of December 31, 1994, $238,000 of such
fees were due to PMFS. Transfer agent fees and expenses in the Statement of
Operations include certain out-of-pocket expenses paid to non-affiliates.
   For the year ended December 31, 1994, PSI earned approximately $102,300 in
brokerage commissions from portfolio transactions executed on behalf of the
Fund.
                              
Note 4. Portfolio             Purchases and sales of invest-
Securities                    ment securities, other than 
                              short-term investments, for the year ended
December 31, 1994 aggregated $636,556,787 and $217,257,759, respectively.
   The federal income tax basis of the Fund's investments at December 31, 1994
was substantially the same as for financial reporting purposes and, accordingly,
net unrealized appreciation for federal income tax purposes was $245,498,745
(gross unrealized appreciation--$368,627,573; gross unrealized
depreciation--$123,128,828).
                              
Note 5. Joint                 The Fund, along with other
Repurchase                    affiliated registered invest-
Agreement Account             ment companies, transfers 
                              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 20.83% undivided interest
in the joint account. The undivided interest for the Fund represents
$160,417,000 in the principal amount. As of such date, each repurchase agreement
in the joint account and the collateral therefor were 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
                                      -13-
 <PAGE>
<PAGE>
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 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 February 1995.
   There are 750 million shares of common stock, $.01 par value per share,
dividend into three classes, designated Class A, Class B and Class C common
stock, each of which consists of 250 million authorized shares.
   Transactions in shares of common stock were as follows:
<TABLE>
<CAPTION>
Class A                             Shares            Amount
- -----------------------------  ----------------   ---------------
<S>                            <C>                <C>
Year ended December 31, 1994:
Shares sold..................        18,103,878   $   247,518,724
Shares issued in reinvestment
  of dividends and
  distributions                       1,247,329        16,412,624
Shares reacquired............       (15,323,527)     (209,456,746)
                               ----------------   ---------------
Net increase in shares
  outstanding................         4,027,680   $    54,474,602
                               ----------------   ---------------
                               ----------------   ---------------
Year ended December 31, 1993:
Shares sold..................        10,666,901   $   142,866,820
Shares issued in reinvestment
  of dividends and
  distributions..............         1,024,585        13,957,895
Shares reacquired............        (6,172,832)      (83,163,283)
                               ----------------   ---------------
Net increase in shares
  outstanding................         5,518,654   $    73,661,432
                               ----------------   ---------------
                               ----------------   ---------------
<CAPTION>
Class B                             Shares            Amount
                               ----------------   ---------------
<S>                            <C>                <C>
Year ended December 31, 1994:
Shares sold..................        89,556,181   $ 1,203,380,489
Shares issued in reinvestment
  of dividends and
  distributions..............         7,818,109       100,544,482
Shares reacquired............       (78,586,261)   (1,053,979,338)
                               ----------------   ---------------
Net increase in shares
  outstanding................        18,788,029   $   249,945,633
                               ----------------   ---------------
                               ----------------   ---------------
Year ended December 31, 1993:
Shares sold..................        84,220,134   $ 1,103,687,189
Shares issued in reinvestment
  of dividends and
  distributions..............         7,009,195        93,352,623
Shares reacquired............       (60,836,074)     (798,251,422)
                               ----------------   ---------------
Net increase in shares
  outstanding................        30,393,255   $   398,788,390
                               ----------------   ---------------
                               ----------------   ---------------
<CAPTION>
Class C
- -----------------------------
<S>                            <C>                <C>
August 1, 1994* through
  December 31, 1994:
Shares sold..................           279,964   $     3,863,922
Shares issued in reinvestment
  of dividends and
  distributions..............             7,877           101,920
Shares reacquired............           (49,158)         (671,086)
                               ----------------   ---------------
Net increase in shares
  outstanding................           238,683   $     3,294,756
                               ----------------   ---------------
                               ----------------   ---------------
</TABLE>
 
- ---------------
* Commencement of offering of Class C shares.
                                      -14-

<PAGE>
 PRUDENTIAL EQUITY FUND, INC.
 Financial Highlights
<TABLE>
<CAPTION>
                                             Class A                                                Class
B
                     -------------------------------------------------------   
- -----------------------------------------------
                                                                January 22,
                                                                   1990D
                             Year Ended December 31,              through                   Year Ended
December 31,
PER SHARE OPERATING  ----------------------------------------   December 31,   
- -----------------------------------------------
  PEFORMANCE:          1994       1993       1992      1991         1990           1994         1993    
    1992        1991
                     --------   --------   --------   -------   ------------    ----------   ---------- 
 ----------   --------
<S>                  <C>        <C>        <C>        <C>       <C>             <C>          <C>        
 <C>          <C>
Net asset value,
  beginning of
  period...........  $  13.80   $  12.07   $  11.39   $  9.84     $  11.25      $    13.80   $    12.08 
 $    11.40   $   9.85
                     --------   --------   --------   -------   ------------    ----------   ---------- 
 ----------   --------
Income from invest-
  ment operations
Net investment
  income...........       .22        .23        .24       .27          .31             .12          .12 
        .14        .18
Net realized and
  unrealized gain
  (loss) on
  investment
  transactions.....       .09       2.42       1.30      2.09         (.15)            .09         2.42 
       1.30       2.09
                     --------   --------   --------   -------   ------------    ----------   ---------- 
 ----------   --------
  Total from
    investment
    operations.....       .31       2.65       1.54      2.36          .16             .21         2.54 
       1.44       2.27
                     --------   --------   --------   -------   ------------    ----------   ---------- 
 ----------   --------
Less distributions
Dividends from net
  investment
  income...........      (.22)      (.22)      (.23)     (.24)        (.35)           (.12)        (.12) 
      (.13)      (.15)
Distributions from
  net
  realized capital
  gains............      (.65)      (.70)      (.63)     (.57)       (1.22)           (.65)        (.70) 
      (.63)      (.57)
                     --------   --------   --------   -------   ------------    ----------   ---------- 
 ----------   --------
  Total
   distributions...      (.87)      (.92)      (.86)     (.81)       (1.57)           (.77)        (.82) 
      (.76)      (.72)
                     --------   --------   --------   -------   ------------    ----------   ---------- 
 ----------   --------
Net asset value,
  end of period....  $  13.24   $  13.80   $  12.07   $ 11.39     $   9.84      $    13.24   $    13.80 
 $    12.08   $  11.40
                     --------   --------   --------   -------   ------------    ----------   ---------- 
 ----------   --------
                     --------   --------   --------   -------   ------------    ----------   ---------- 
 ----------   --------
TOTAL RETURN#:.....      2.38%     22.14%     13.65%    24.55%        0.29%           1.60%       21.13% 
     12.72%     23.55%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of
  period (000).....  $276,412   $232,535   $136,834   $82,845     $ 30,264      $1,970,580   $1,794,634 
 $1,203,740   $904,382
Average net assets
  (000)............  $254,596   $190,778   $111,489   $57,845     $ 27,371      $1,901,972   $1,522,992 
 $1,042,028   $757,485
Ratios to average
  net
  assets:##
  Expenses,
    including
    distribution
    fees...........      1.00%       .91%       .94%      .97%        1.01%*          1.75%        1.71% 
      1.74%      1.77%
  Expenses,
    excluding
    distribution
    fees...........       .75%       .71%       .74%      .77%         .84%*           .75%         .71% 
       .74%       .77%
  Net investment
    income.........      1.62%      1.71%      1.91%     2.36%        2.86%*           .87%         .91% 
      1.11%      1.56%
Portfolio
  turnover.........        12%        21%        22%       19%          76%             12%          21% 
        22%        19%
<CAPTION>
                                  Class C
                                ------------
<S>                  <C>        <C>
                                 August 1,
                                   1994DD
                                  through
PER SHARE OPERATING             December 31,
  PEFORMANCE:          1990         1994
                     --------   ------------
<S>                  <C>        <C>
Net asset value,
  beginning of
  period...........  $  11.83      $14.02
                     --------      ------
Income from invest-
  ment operations
Net investment
  income...........       .26         .09
Net realized and
  unrealized gain
  (loss) on
  investment
  transactions.....      (.76)       (.10)
                     --------      ------
  Total from
    investment
    operations.....      (.50)       (.01)
                     --------      ------
Less distributions
Dividends from net
  investment
  income...........      (.26)       (.12)
Distributions from
  net
  realized capital
  gains............     (1.22)       (.65)
                     --------      ------
  Total
   distributions...     (1.48)       (.77)
                     --------      ------
Net asset value,
  end of period....  $   9.85      $13.24
                     --------      ------
                     --------      ------
TOTAL RETURN#:.....     (4.28)%       .01%
RATIOS/SUPPLEMENTAL
Net assets, end of
  period (000).....  $578,213      $3,160
Average net assets
  (000)............  $583,016      $1,847
Ratios to average
  net
  assets:##
  Expenses,
    including
    distribution
    fees...........     1.89%        1.83%*
  Expenses,
    excluding
    distribution
    fees...........      .89%         .83%*
  Net investment
    income.........     2.27%         .90%*
Portfolio
  turnover.........       76%          12%
</TABLE>
 
- ---------------
   * Annualized.
   D Commencement of offering of Class A shares.
  DD 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 returns for periods of less than a full
     year are not annualized.
  ## Because of the events referred to in DD and the timing of such, the ratios
     for the Class C shares are not necessarily comparable to that of Class A
     or B shares and are not necessarily indicative of future ratios.

See Notes to Financial Statements.
                                      -15-
 <PAGE>
<PAGE>
                        REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and Board of Directors of
Prudential Equity Fund, Inc.
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 Equity Fund, Inc. (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 21, 1995
                                 TAX INFORMATION
   We are required by the Internal Revenue Code to advise you within 60 days of
the Fund's fiscal year end (December 31, 1994) as to the federal tax status of
dividends paid by the Fund during such fiscal year. Accordingly, we are advising
you that in 1994 the Fund paid distributions to Class A shares totalling $.8725
per share, comprised of $.2825 per share of net investment income and short-term
capital gains which are taxable as ordinary income and $.59 per share of net
long-term capital gains. The Fund paid distributions to Class B and C shares
totalling $.7675 per share, comprised of $.1775 per share of net investment
income and short-term capital gains which are taxable as ordinary income and
$.59 per share of net long-term capital gains. Further, we wish to advise you
that 100% of the ordinary income dividends paid in 1994 qualified for the
corporate dividends received deduction available to corporate taxpayers.

                                      -16-
<PAGE>
                            Prudential Equity Fund

Comparison of Change in Value of $10,000 Investment in Prudential Equity 
Fund and The S&P 500 Index

<TABLE>
          Average Annual Total Returns
<CAPTION>
                With Sales Load 
1 Year          Since Inception         (1/22/90)
<S>             <C>                     <C>
- -2.7%                11.4%
<CAPTION>
                Without Sales Load 
1 Year           Since Inception        (1/22/90) 
<S>             <C>                     <C>
 2.4%                12.6%
</TABLE>

Class A
(GRAPH)


<TABLE>
            Average Annual Total Returns
<CAPTION>
                  With Sales Load 
1 Year                 5 Year             10 Year
<S>               <C>                     <C>
- -3.4%                   10.3%              14.3%
<CAPTION>
                  Without Sales Load 
1 Year                 5 Year             10 Year 
<S>               <C>                     <C>
 1.6%                   10.4%              14.3%
</TABLE>

Class B
(GRAPH)

<TABLE>
           Average Annual Total Returns
<CAPTION>
                  With Sales Load 
1 Year            Since Inception          (8/1/94)
<S>               <C>                      <C>
 N/A                   -1.0%
<CAPTION>
                  Without Sales Load 
1 Year             Since Inception         (8/1/94) 
<S>               <C>                      <C>
 N/A                    0.0%
</TABLE>

Class C
(GRAPH)

S&P 500                Prudential Equity Fund

Past performance is not predictive of future performance and an investor's 
shares when redeemed may be worth more or less than their original cost.

These graphs are furnished to you in accordance with SEC regulations. They 
compare a $10,000 investment in the Prudential Equity Fund (Class A, Class 
B and Class C) with a similar investment in the S&P 500 Index by portraying 
the initial account values at the commencement of operations for Class A and 
C shares, and for 10 years for Class B shares, and subsequent account values 
at the end of each fiscal year (December 31), as measured on a quarterly 
basis, beginning in 1990 for Class A shares, in 1984 for Class B shares and 
in 1994 for Class C shares. For purposes of the graphs, and unless otherwise 
indicated, in the accompanying tables it has been assumed (a) that the 
maximum applicable front-end sales charge was deducted from the initial 
$10,000 investment in Class A shares; (b) the maximum applicable contingent 
deferred sales charge was deducted from the value of the investment in Class 
B and Class C shares, assuming full redemption on December 31, 1994; (c) all 
recurring fees (including management fees) were deducted; and (d) all 
dividends and distributions were reinvested. Class B shares will automatically 
convert to Class A shares, on a quarterly basis, beginning approximately seven 
years after purchase. This conversion feature is not reflected in the graph.

The S&P 500 is a capital-weighted index, representing the aggregate market 
value of the common equity of 500 stocks primarily traded on the New York 
Stock Exchange. The S&P 500 is an unmanaged index and includes the 
reinvestment of all dividends, but does not reflect the payment of 
transaction costs and advisory fees associated with an investment in 
the Fund. The securities in the S&P 500 may differ substantially from 
the securities in the Fund. The S&P 500 is not the only index that may 
be used to characterize performance of convertible bond funds and other 
indexes may portray different comparative performance.

                                   -17-
<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 Advisor or Pruco Securities 
Representative or telephone the Funds 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. 
  (formerly known as Prudential
  Government Plus Fund)
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
  (formerly known as Prudential FlexiFund)
  Conservatively Managed Portfolio 
  Strategy Portfolio
Prudential Equity Fund, Inc.
Prudential Equity Income Fund
Prudential Growth Opportunity Fund, Inc.
Prudential IncomeVertible(R) Fund, Inc.
Prudential Multi-Sector Fund, Inc.
Prudential Strategist Fund, Inc.
  (formerly known as Prudential Growth Fund)
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

<PAGE>

Directors
Edward D. Beach          Thomas T. Mooney
Eugene C. Dorsey         Thomas H. O'Brien
Delayne Dedrick Gold     Richard A. Redeker
Harry A. Jacobs, Jr.     Nancy H. Teeters
Lawrence C. McQuade

Officers
Lawrence C. McQuade, President
David W. Drasnin, Vice President
Robert F. Gunia, Vice President
Susan C. Cote, Treasurer
S. Jane Rose, Secretary
Deborah A. Docs, Assistant Secretary

Manager
Prudential Mutual Fund Management, Inc.

One Seaport Plaza
New York, NY 10292

Investment Adviser
The Prudential Investment Corporation
Prudential Plaza
Newark, NJ 07101

Distributors
Prudential Mutual Fund Distributors, Inc.

Prudential Securities Incorporated
One Seaport Plaza
New York, NY 10292

Custodian
State Street Bank and Trust Company
One Heritage Drive
North Quincy, MA 02171

Transfer Agent
Prudential Mutual Fund Services, Inc.

P.O. Box 15005
New Brunswick, NJ 08906

Independent Accountants
Price Waterhouse LLP
1177 Avenue of the Americas
New York, NY 10036

Legal Counsel
Sullivan & Cromwell
125 Broad Street
New York, NY 10004

Prudential Mutual Funds
One Seaport Plaza
New York, NY 10292
Toll Free (800) 225-1852, Collect (908) 417-7555

This report is not authorized for distribution to prospective investors unless 
preceded or accompanied by a current prospectus.

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