PRUDENTIAL MONEYMART ASSETS INC, 485BPOS, 1996-02-29

PRUDENTIAL MONEYMART ASSETS INC
485BPOS, 1996-02-29

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As filed with the Securities and Exchange Commission on February 29, 1996

Securities Act Registration No. 2-55301
Investment Company Act Registration No. 811-2619
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
PRE-EFFECTIVE AMENDMENT NO. [ ]
POST-EFFECTIVE AMENDMENT NO. 32 [X]
AND/OR
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940 [X]
AMENDMENT NO. 23
(Check appropriate box or boxes)

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

PRUDENTIAL-BACHE MONEYMART ASSETS INC.
(Exact name of registrant as specified in charter)
ONE SEAPORT PLAZA
NEW YORK, NEW YORK 10292
(Address of Principal Executive Offices) (Zip Code)

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

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 214-1250
S. JANE ROSE, ESQ.
ONE SEAPORT PLAZA
NEW YORK, NEW YORK 10292
(Name and Address of Agent for Service)

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after
the effective date of the Registration Statement.

It is proposed that this filing will become effective (check appropriate box):

[ ] immediately upon filing pursuant to paragraph (b)

[X] on March 1, 1996 pursuant to paragraph (b)

[ ] 60 days after filing pursuant to paragraph (a)(1)

[ ] on (date) pursuant to paragraph (a)(1)

[ ] 75 days after filing pursuant to paragraph (a)(2)

[ ] on (date) pursuant to paragraph (a)(2) of Rule 485.

[ ] If appropriate, check the following box:

[ ] this post-effective amendment designates a new effective
date for a previously filed post-effective amendment.

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

Registrant has registered an indefinite number of shares under the
Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act
of 1940. The Registrant filed a notice under such Rule for its fiscal year ended
December 31, 1995 on February 27, 1996.

================================================================================

<PAGE>

CROSS REFERENCE SHEET
(AS REQUIRED BY RULE 495)

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

Item 1. Cover Page ............................. Cover Page

Item 2. Synopsis ............................... Fund Expenses

Item 3. Condensed Financial Information ........ Fund Expenses; Financial
Highlights; Calculation of
Yield

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

Item 5. Management of the Fund ................. Financial Highlights; How the
Fund is Managed; General
Information

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

Item 7. Purchase of Securities Being Offered ... How the Fund is Managed; How
the Fund Values its Shares

Item 8. Redemption or Repurchase ............... How the Fund is Managed;
General Information

Item 9. Pending Legal Proceedings .............. Not Applicable

PART B

Item 10. Cover Page ............................. Cover Page

Item 11. Table of Contents ...................... Table of Contents

Item 12. General Information and History ........ General Information and
History

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

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

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

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

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

Item 18. Capital Stock and Other Securities ..... Not Applicable

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

Item 20. Tax Status ............................. Taxes

Item 21. Underwriters ........................... Distributor

Item 22. Calculation of Performance Data ........ Calculation of Yield

Item 23. Financial Statements ................... Financial Statements

PART C

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

<PAGE>

Prudential MoneyMart Assets, Inc.

(Class Z Shares)
- --------------------------------------------------------------------------------
Prospectus dated March 1, 1996
- --------------------------------------------------------------------------------

Prudential MoneyMart Assets, Inc. (the Fund), is an open-end, diversified,
management investment company, or mutual fund. Its investment objective is
maximum current income consistent with stability of capital and the maintenance
of liquidity. The Fund seeks to achieve this objective by investing primarily in
a portfolio of money market instruments maturing in thirteen months or less.
There can be no assurance that the Fund's investment objective will be achieved.
See "How the Fund Invests--Investment Objective and Policies."

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

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

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 Fund also offers Class A shares through the
attached Prospectus dated March 1, 1996 (the Retail Class Prospectus), which is
a part hereof.
- --------------------------------------------------------------------------------

This Prospectus sets forth concisely the information about the Fund that a
prospective investor ought to know before investing. Additional information
about the Fund has been filed with the Securities and Exchange Commission in a
Statement of Additional Information, dated March 1, 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 Fund at the
address or telephone number noted above.

- --------------------------------------------------------------------------------
Investors are advised to read this Prospectus and retain it for future
reference.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<PAGE>

FUND EXPENSES

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

ANNUAL FUND OPERATING EXPENSES* Class Z Shares
--------------
(as a percentage of average net assets)
Management Fees ................................................... .301%
12b-1 Fees ........................................................ None
Other Expenses .................................................... .262%
-----
Total Fund Operating Expenses ..................................... .563%
=====

1 3 5 10
EXAMPLE YEAR YEARS YEARS 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:
Class Z ........................ ............ $6 $18 $31 $71

The above example is based on expenses expected to have been incurred if Class Z
shares had been in existence throughout the fiscal year ended December 31, 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 Fund will bear,
whether directly or indirectly. For more complete descriptions of the various
costs and expenses, see "How the Fund is Managed." "Other Expenses" includes
operating expenses of the Fund, such as Directors' and professional fees,
registration fees, reports to shareholders and transfer agency and custodian
fees.
- ----------
* Estimated based on expenses expected to have been incurred if Class Z shares
had been in existence throughout the fiscal year ended December 31, 1995.

2
<PAGE>

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

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

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

Class Z shares of the Fund are offered exclusively for sale to 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 through the Plan will be for Class Z shares. Effective as of
March 1, 1996, Fund 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 Fund 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 Fund" 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 "FUND HIGHLIGHTS"
IN THE RETAIL CLASS PROSPECTUS AS APPROPRIATE.

<PAGE>

PRUDENTIAL MONEYMART ASSETS, INC.
- --------------------------------------------------------------------------------
Prospectus dated March 1, 1996
- --------------------------------------------------------------------------------

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

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 HIGHLIGHTS

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

WHAT IS PRUDENTIAL MONEYMART ASSETS, INC.?

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

WHAT IS THE FUND'S INVESTMENT OBJECTIVE?

The Fund's investment objective is maximum current income consistent with
stability of capital and the maintenance of liquidity. The Fund invests
primarily in a portfolio of money market instruments maturing in thirteen months
or less. There can be no assurance that the Fund's investment objective will be
achieved. See "How the Fund Invests--Investment Objective and Policies" at page
6.

RISK FACTORS AND SPECIAL CHARACTERISTICS

It is anticipated that the net asset value (NAV) of the Fund will remain
constant at $1.00 per share, although this cannot be assured. In order to
maintain such constant net asset value, the Fund 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 the Fund's
portfolio, as determined by amortized cost, is higher or lower than the price
the Fund would receive if it sold such security. See "How the Fund Values its
Shares" at page 12.

WHO MANAGES THE FUND?

Prudential Mutual Fund Management, Inc. (PMF or the Manager) is the Manager
of the Fund and is compensated for its services at an annual rate of .50 of 1%
of the Fund's average daily net assets up to $50 million and .30 of 1% of the
Fund's average daily net assets in excess of $50 million. As of January 31,
1996, PMF served as manager or administrator to 60 investment companies,
including 38 mutual funds, with aggregate assets of approximately $52 billion.
The Prudential Investment Corporation (PIC or the Subadviser) furnishes
investment advisory services in connection with the management of the Fund under
a Subadvisory Agreement with PMF. See "How the Fund is Managed--Manager" at page
9.

WHO DISTRIBUTES THE FUND'S SHARES?

Prudential Securities Incorporated (Prudential Securities or PSI), a major
securities underwriter and securities and commodities broker, acts as the
Distributor of the Fund's shares. The Fund reimburses PSI for expenses related
to the distribution of the Fund's Class A shares at an annual rate of up to .125
of 1% of the average daily net assets of the Class A shares of the Fund. See
"How the Fund is Managed--Distributor" at page 10.

<PAGE>

WHAT IS THE MINIMUM INVESTMENT?

The minimum initial investment is $1,000. The minimum subsequent investment
is $100. Prudential Securities reserves the right to impose a higher minimum
subsequent amount from time to time as it may deem appropriate. There is no
minimum investment requirement for certain retirement and employee savings plans
or custodial accounts for the benefit of minors. For purchases made through the
Automatic Savings Accumulation Plan, the minimum initial and subsequent
investment is $50. See "Shareholder Guide--How to Buy Shares of the Fund" at
page 14 and "Shareholder Guide--Shareholder Services" at page 20.

HOW DO I PURCHASE SHARES?

You may purchase Class A shares of the Fund through Prudential Securities,
Pruco Securities Corporation (Prusec) or directly from the Fund through its
transfer agent, Prudential Mutual Fund Services, Inc. (PMFS or the Transfer
Agent), at the NAV next determined after receipt of your purchase order by the
Transfer Agent or Prudential Securities. In addition, PSI 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 Cash
Balances) held in such client's account in Class A shares of the Fund
(Autosweep). See "How the Fund Values its Shares" at page 12 and "Shareholder
Guide--How to Buy Shares of the Fund" at page 14.

HOW DO I SELL MY SHARES?

You may redeem Class A shares of the Fund 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 17.

HOW ARE DIVIDENDS AND DISTRIBUTIONS PAID?

The Fund expects to declare daily and pay monthly dividends of net
investment income. Dividends will be automatically reinvested in additional
Class A shares of the Fund at NAV unless you request that they be paid to you in
cash. See "Taxes, Dividends and Distributions" at page 12.

<PAGE>

FUND EXPENSES

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 FUND OPERATING EXPENSES

(as a percentage of average net assets)
Management Fees .................................................... .301%
12b-1 Fees ......................................................... .125%
Other Expenses ..................................................... .262%
-----
Total Fund Operating Expenses ...................................... .688%
=====

1 3 5 10
EXAMPLE YEAR YEARS YEARS 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 $22 $38 $86

The above example is based on data for the Fund's fiscal year ended December 31,
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 the table is to assist an investor in understanding the various
costs and expenses that an investor in the Fund will bear, whether directly or
indirectly. For more complete descriptions of the various costs and expenses,
see "How the Fund is Managed." "Other Expenses" includes operating expenses of
the Fund, such as Directors' and professional fees, registration fees, reports
to shareholders and transfer agency and custodian fees.

4
<PAGE>

FINANCIAL HIGHLIGHTS
(FOR A SHARE OF CAPITAL STOCK OUTSTANDING THROUGHOUT EACH YEAR INDICATED)

The following financial highlights, with respect to the five-year period
ended December 31, 1995, for the Class A shares have been audited by Deloitte &
Touche 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 capital
stock outstanding, total return, ratios to average net assets and other
supplemental data for the years indicated. This information is based on data
contained in the financial statements. Further performance information is
contained in the annual report which may be obtained without charge. See
"Shareholder Guide -- Shareholder Services -- Reports to Shareholders."

CLASS A SHARES(B)
---------------------------------------------------------------
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1995 1994 1993 1992 1991
----------- ---------- ---------- --------- ----------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year ..... $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
Net investment income and net
realized gains ........................ .054 .037 .027 .035 .058
Dividends and distributions ............ (.054) (.037) (.027) (.035) (.058)
---------- ---------- ---------- ---------- ----------
Net asset value, end of year ........... $1.000 $1.000 $ 1.000 $ 1.000 $ 1.000
========== ========== ========== ========== ==========
TOTAL RETURN(A): ....................... 5.51% 3.72% 2.70% 3.59% 5.95%
========== ========== ========== ========== ==========
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000) .......... $7,221,658 $6,544,880 $7,318,633 $6,703,281 $7,138,159
Average net assets (000) ............... $6,914,520 $7,071,381 $7,742,989 $7,116,739 $7,763,251
Ratios to average net assets:
Expenses, including distribution fee ... .69% .71% .71% .66% .68%
Expenses, excluding distribution fee ... .56% .58% .58% .54% .56%
Net investment income .................. 5.38% 3.65% 2.63% 3.43% 5.72%

<CAPTION>
1990 1989 1988 1987 1986
---------- --------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year ..... $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
Net investment income and net
realized gains ........................ .077 .086 .069 .061 .063
Dividends and distributions ............ (.077) (.086) (.069) (.061) (.063)
---------- ---------- ---------- ---------- ----------
Net asset value, end of year ........... $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
========== ========== ========== ========== ==========
TOTAL RETURN(A): ....................... 8.00% 8.96% 7.11% 6.33% 6.48%
========== ========== ========== ========== ==========
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000) .......... $7,411,932 $8,168,972 $5,240,662 $4,620,542 $3,875,978
Average net assets (000) ............... $8,262,329 $6,947,060 $5,139,264 $4,412,175 $3,846,982

Ratios to average net assets:
Expenses, including distribution fee ... .73% .69% .71% .69% .64%
Expenses, excluding distribution fee ... .60% .57% .58% .57% .52%
Net investment income .................. 7.62% 8.57% 6.98% 6.06% 6.22%

</TABLE>
- ----------
(a) 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.

(b) Effective March 1, 1996, the shares were designated as Class A shares.

<PAGE>

CALCULATION OF YIELD

THE FUND 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 FUND ALSO CALCULATES ITS
"EFFECTIVE ANNUAL YIELD" assuming weekly compounding. The following is an
example of the current and effective annual yield calculations as of December
31, 1995:

Value of hypothetical account at end of period .......... $1.001003580
Value of hypothetical account at beginning of period .... 1.000000000
------------
Base period return ...................................... $ .001003580
============
CURRENT YIELD (0.001003580 (times) (365/7)) ............. 5.23%
EFFECTIVE ANNUAL YIELD, assuming weekly compounding ..... 5.36%

THE YIELD WILL FLUCTUATE FROM TIME TO TIME AND DOES NOT INDICATE FUTURE
PERFORMANCE.

The weighted average life to maturity of the Fund's portfolio on December
31, 1995 was 48 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 Fund's
shares, including data from Lipper Analytical Services, Inc., Morningstar
Publications, Inc., IBC/Donoghue's Money Fund Report, The Bank Rate Monitor,
other industry publications, business periodicals and market indices.

HOW THE FUND INVESTS

INVESTMENT OBJECTIVE AND POLICIES

THE INVESTMENT OBJECTIVE OF THE FUND IS MAXIMUM CURRENT INCOME CONSISTENT
WITH STABILITY OF CAPITAL AND THE MAINTENANCE OF LIQUIDITY. THE FUND INVESTS
PRIMARILY IN A PORTFOLIO OF MONEY MARKET INSTRUMENTS MATURING IN THIRTEEN MONTHS
OR LESS. THERE CAN BE NO ASSURANCE THAT THIS OBJECTIVE WILL BE ACHIEVED.

THE FUND'S INVESTMENT OBJECTIVE IS A FUNDAMENTAL POLICY AND, THEREFORE, MAY
NOT BE CHANGED WITHOUT THE APPROVAL OF THE HOLDERS OF A MAJORITY OF THE FUND'S
OUTSTANDING VOTING SECURITIES, AS DEFINED IN THE INVESTMENT COMPANY ACT OF 1940,
AS AMENDED (THE INVESTMENT COMPANY ACT). POLICIES THAT ARE NOT FUNDAMENTAL MAY
BE MODIFIED BY THE FUND'S BOARD OF DIRECTORS.

The types of instruments utilized in seeking to accomplish this objective
include:

1. U.S. Treasury bills and other obligations issued or guaranteed by the
U.S. Government, its agencies or instrumentalities.

2. Obligations (including certificates of deposit and bankers' acceptances)
of (a) banks organized under the laws of the United States or any state thereof
(including foreign branches of such banks) or (b) U.S. branches of foreign banks
or (c) foreign banks and foreign branches thereof; provided that such banks
have, at the time of acquisition by the Fund of such obligations, total assets
of not less than $1 billion or its equivalent. The term "certificates of
deposit" includes both Eurodollar certificates of deposit, for which there is
generally a market, and Eurodollar time deposits, for which

6
<PAGE>

there is generally not a market. "Eurodollars" are U.S. dollars deposited in
banks outside the United States; the Fund invests in Eurodollar instruments of
foreign and domestic banks.

3. Commercial paper, variable amount demand master notes, bills, notes and
other obligations issued by a U.S. company, a foreign company or a foreign
government, its agencies or instrumentalities, maturing in thirteen months or
less, denominated in U.S. dollars, and, at the date of investment, rated at
least AA or A-2 by Standard & Poor's Ratings Group (S&P), Aa or Prime-2 by
Moody's Investors Service (Moody's) or AA or Duff 2 by Duff & Phelps Credit
Rating Co. (Duff and Phelps) or, if not rated, issued by an entity having an
outstanding unsecured debt issue rated at least AA or A-2 by S&P, Aa or Prime-2
by Moody's or AA or Duff 2 by Duff and Phelps. If such obligations are
guaranteed or supported by a letter of credit issued by a bank, such bank
(including a foreign bank) must meet the requirements set forth in the preceding
paragraph. If such obligations are guaranteed or insured by an insurance company
or other non-bank entity, such insurance company or other non-bank entity must
represent a credit of high quality, as determined by the Fund's investment
adviser under the supervision of the Fund's Board of Directors.

In selecting commercial paper and other corporate obligations for investment
by the Fund, the investment adviser considers ratings assigned by major rating
services, information concerning the financial history and condition of the
issuer and its revenue and expense prospects. The Board of Directors monitors
the credit quality of securities purchased for the Fund's portfolio. If
commercial paper or another corporate obligation held by the Fund is assigned a
lower rating or ceases to be rated, the investment adviser under the supervision
of the Board of Directors will promptly reassess whether that security presents
minimal credit risks and whether the Fund should continue to hold the security
in its portfolio. If a portfolio security presents greater than minimal credit
risks or is in default, the Fund will dispose of the security as soon as
reasonably practicable unless the Board of Directors determines that to do so is
not in the best interests of the Fund and its shareholders.

The Fund utilizes the amortized cost method of valuation in accordance with
regulations issued by the Securities and Exchange Commission (SEC). See "How the
Fund Values its Shares." Accordingly, the Fund will limit its portfolio
investments to those U.S. dollar denominated instruments which present minimal
credit risks and which are of "eligible quality" as determined by the Fund's
investment adviser under the supervision of the Board of Directors. "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 Fund's
investment adviser under the supervision of the Board of Directors. The purchase
by the Fund of a security of eligible quality that is rated by only one rating
agency or is unrated must be approved or ratified by the Board of Directors.

As long as the Fund utilizes the amortized cost method of valuation, it
will also comply with certain diversification requirements and will invest no
more than 5% of its total assets in "second-tier securities," with no more than
1% of its assets in any one issuer of a second-tier security. A "second-tier
security," for this purpose, is a security of eligible quality that does not
have the highest rating from at least two agencies assigning a rating to that
security or issuer (or, if only one agency assigned a rating, that agency) or an
unrated security that is deemed of comparable quality by the Fund's investment
adviser. The Fund will also maintain a dollar-weighted average portfolio
maturity of ninety days or less.

OTHER INVESTMENTS AND POLICIES

REPURCHASE AGREEMENTS

The Fund will enter into repurchase agreements whereby the seller of a
security agrees to repurchase that security from the Fund at a mutually
agreed-upon time and price. The period of maturity is usually quite short,
possibly overnight or a few days, although it may extend over a number of
months. The resale price is in excess of the purchase price,

<PAGE>

reflecting an agreed-upon rate of return effective for the period of time the
Fund's money is invested in the repurchase agreement. The Fund's repurchase
agreements will at all times be fully collateralized in an amount at least equal
to the resale price. The instruments held as collateral are valued daily, and if
the value of the instruments declines, the Fund will require additional
collateral. If the seller defaults and the value of the collateral securing the
repurchase agreement declines, the Fund may incur a loss. The Fund participates
in a joint repurchase account with other investment companies managed by
Prudential Mutual Fund Management, Inc. pursuant to an order of the SEC.

LIQUIDITY PUTS

The Fund also may 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 instruments.
Such a right to resell is commonly known as a "put," and the aggregate price
that the Fund pays for instruments with a put may be higher than the price that
otherwise would be paid for the instruments.

FLOATING RATE AND VARIABLE RATE SECURITIES

The Fund may purchase "floating rate" and "variable rate" obligations. The
interest rates on such obligations fluctuate generally with changes in market
interest rates, and in some cases the Fund is able to demand repayment of the
principal amount of such obligations at par plus accrued interest. For
additional information concerning variable rate and floating rate obligations,
see "Investment Objective and Policies" in the Statement of Additional
Information.

SECURITIES LENDING

The Fund may lend its portfolio securities to brokers or dealers, banks or
other recognized institutional borrowers of securities, provided that the
borrower at all times maintains cash collateral in an amount equal to at least
100% of the market value of the securities loaned. During the time portfolio
securities are on loan, the borrower will pay the Fund an amount equivalent to
any interest paid on such securities and the Fund may invest the cash collateral
and earn additional income. As a matter of fundamental policy, the Fund cannot
lend more than 10% of the value of its total assets.

RISKS OF INVESTING IN FOREIGN SECURITIES

The portfolio may contain obligations of foreign banks and foreign branches
of foreign banks, U.S. branches of foreign banks and foreign branches of U.S.
banks, as well as commercial paper, bills, notes and other obligations issued in
the United States by foreign issuers, including foreign governments, their
agencies and instrumentalities. Accordingly, an investment in the Fund involves
certain additional risks. These risks include future political and economic
developments in the country of the issuer, the possible imposition of
withholding taxes on interest income payable on such obligations held by the
Fund, the possible seizure or nationalization of foreign deposits and the
possible establishment of exchange controls or other foreign governmental laws
or restrictions which might affect adversely the payment of principal and
interest on such obligations held by the Fund. In addition, there may be less
publicly available information about a foreign issuer than about a domestic one,
and foreign issuers may not be subject to the same accounting, auditing and
financial recordkeeping standards and requirements as domestic issuers.
Securities issued by foreign issuers may be subject to greater fluctuations in
price than securities issued by U.S. entities. Finally, in the event of a
default with respect to any such foreign debt obligations, it may be more
difficult for the Fund to obtain or to enforce a judgment against the issuers of
such securities.

ILLIQUID SECURITIES

The Fund may hold up to 10% of its net assets in illiquid securities,
including securities with legal or contractual restrictions on resale
(restricted securities), securities that are not readily marketable in
securities markets either within

<PAGE>

or outside of the United States, privately placed commercial paper and
repurchase agreements which have a maturity of longer than seven days.
Restricted securities eligible for resale pursuant to Rule 144A under the
Securities Act of 1933, as amended (the Securities Act), and privately placed
commercial paper that have a readily available market are not considered
illiquid for purposes of this limitation. Investing in Rule 144A securities
could, however, have the effect of increasing the level of Fund illiquidity to
the extent that qualified institutional buyers become, for a limited time,
uninterested in purchasing these securities. The Fund intends to comply with any
applicable state blue sky laws restricting the Fund's investments in illiquid
securities. See "Investment Restrictions" in the Statement of Additional
Information. The investment adviser will monitor the liquidity of such
restricted securities under the supervision of the Board of Directors.
Repurchase agreements subject to demand are deemed to have a maturity equal to
the applicable notice period.

OTHER CONSIDERATIONS

Although the Fund provides the advantage of diversification, there is still
an inherent market risk due to the nature of the investment. If interest rates
decline, then yield to shareholders will also decline. If there are unusually
heavy redemption requests because of changes in interest rates or for any other
reason, the Fund may have to sell a portion of its investment portfolio at a
time when it may be disadvantageous to do so. The Fund believes that its
borrowing provision for abnormally heavy redemption requests would help to
mitigate any adverse effects and would make the sale of its portfolio securities
unlikely. When a shareholder redeems shares, it is possible that the redemption
proceeds will be less than the amount invested.

INVESTMENT RESTRICTIONS

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

HOW THE FUND IS MANAGED

THE FUND HAS A BOARD OF DIRECTORS WHICH, IN ADDITION TO OVERSEEING THE
ACTIONS OF THE FUND'S MANAGER, SUBADVISER AND DISTRIBUTOR, AS SET FORTH BELOW,
DECIDES UPON MATTERS OF GENERAL POLICY. THE FUND'S MANAGER CONDUCTS AND
SUPERVISES THE DAILY BUSINESS OPERATIONS OF THE FUND. THE FUND'S SUBADVISER
FURNISHES DAILY INVESTMENT ADVISORY SERVICES.

For the year ended December 31, 1995, the total expenses of the Fund's
Class A shares as a percentage of average net assets were .69%. See "Financial
Highlights."

MANAGER

PRUDENTIAL MUTUAL FUND MANAGEMENT, INC. (PMF OR THE MANAGER), ONE SEAPORT
PLAZA, NEW YORK, NEW YORK 10292, IS THE MANAGER OF THE FUND AND IS COMPENSATED
FOR ITS SERVICES AT AN ANNUAL RATE OF .50 OF 1% OF THE FUND'S AVERAGE DAILY NET
ASSETS UP TO $50 MILLION AND .30 OF 1% OF THE FUND'S AVERAGE DAILY NET ASSETS IN
EXCESS OF $50 MILLION. PMF was incorporated in May 1987 under the laws of the
State of Delaware. For the fiscal year ended December 31, 1995, the Fund paid a
management fee of .301% of the Fund's average net assets. See "Manager" in the
Statement of Additional Information.

9
<PAGE>

As of January 31, 1996, PMF served as the manager to 37 open-end investment
companies, constituting all of the Prudential Mutual Funds, and as manager or
administrator to 22 closed-end investment companies with aggregate assets of
approximately $52 billion.

UNDER THE MANAGEMENT AGREEMENT WITH THE FUND, PMF MANAGES THE INVESTMENT
OPERATIONS OF THE FUND AND ALSO ADMINISTERS THE FUND'S CORPORATE AFFAIRS. See
"Manager" in the Statement of Additional Information.

UNDER A SUBADVISORY AGREEMENT BETWEEN PMF AND THE PRUDENTIAL INVESTMENT
CORPORATION (PIC OR THE SUBADVISER), PIC FURNISHES INVESTMENT ADVISORY SERVICES
IN CONNECTION WITH THE MANAGEMENT OF THE FUND AND IS REIMBURSED BY PMF FOR ITS
REASONABLE COSTS AND EXPENSES INCURRED IN PROVIDING SUCH SERVICES. Under the
Management Agreement, PMF continues to have responsibility for all investment
advisory services and supervises PIC's performance of such services.

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

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 FUND. IT IS
AN INDIRECT, WHOLLY-OWNED SUBSIDIARY OF PRUDENTIAL.

UNDER A DISTRIBUTION AND SERVICE PLAN (THE PLAN) ADOPTED BY THE FUND UNDER
RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT AND A DISTRIBUTION AGREEMENT (THE
DISTRIBUTION AGREEMENT), PRUDENTIAL SECURITIES (ALSO, THE DISTRIBUTOR) INCURS
THE EXPENSES OF DISTRIBUTING CLASS A SHARES OF THE FUND. 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 Class A shares of the Fund, including lease, utility,
communications and sales promotion expenses. The State of Texas requires that
shares of the Fund may be sold in that state only by dealers or other financial
institutions which are registered there as broker-dealers.

UNDER THE PLAN, THE FUND REIMBURSES THE DISTRIBUTOR FOR ITS
DISTRIBUTION-RELATED EXPENSES WITH RESPECT TO CLASS A SHARES OF THE FUND AT AN
ANNUAL RATE OF UP TO .125 OF 1% OF THE AVERAGE DAILY NET ASSETS OF THE FUND'S
CLASS A SHARES. Account servicing fees are paid based on the average balance of
Fund 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 December 31, 1995, the Fund paid a distribution fee equal on an annual
basis to .125 of 1% of the average daily net assets of the Fund's Class A
shares. The Fund 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 Board of Directors, including a majority of the Directors who are not
interested persons of the Fund and who have no direct or indirect financial
interest in the operation of the Plan or in any agreement related to the Plan.
The Directors are provided with and review quarterly reports of expenditures
under the Plan.

In addition to distribution and service fees paid by the Class A shares of
the Fund 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 Fund. Such payments may be calculated by reference to the
net asset value of shares sold by such persons or otherwise.

10
<PAGE>

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. (the NASD) to resolve allegations that
from 1980 through 1990 PSI sold certain limited partnership interests in
violation of securities laws to persons for whom such securities were not
suitable and misrepresented the safety, potential returns and liquidity of these
investments. Without admitting or denying the allegations asserted against it,
PSI consented to the entry of an SEC Administrative Order which stated that
PSI's conduct violated the federal securities laws, directed PSI to cease and
desist from violating the federal securities laws, pay civil penalties, and
adopt certain remedial measures to address the violations.

Pursuant to the terms of the SEC settlement, PSI agreed to the imposition
of a $10,000,000 civil penalty, established a settlement fund in the amount of
$330,000,000 and procedures to resolve legitimate claims for compensatory
damages by purchasers of the partnership interests. PSI 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 Fund is not affected by PSI's financial condition and is an entirely
separate legal entity from PSI, which has no beneficial ownership therein and
the Fund's assets, which are held by State Street Bank and Trust Company, an
independent custodian, are separate and distinct from PSI.

PORTFOLIO TRANSACTIONS

Prudential Securities may act as a broker for the Fund, provided that the
commissions, fees or other remuneration it receives are fair and reasonable. See
"Portfolio Transactions" 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 for the Fund's portfolio securities and
cash and, in that capacity, maintains certain financial and accounting books and
records pursuant to an agreement with the Fund. Its mailing address is P.O. Box
1713, Boston, Massachusetts 02105.

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

11
<PAGE>

HOW THE FUND VALUES ITS SHARES

THE NET ASSET VALUE PER SHARE, OR NAV, OF THE FUND'S 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 BOARD OF
DIRECTORS HAS FIXED THE SPECIFIC TIME OF DAY FOR THE COMPUTATION OF THE FUND'S
NAV TO BE AS OF 4:30 P.M., NEW YORK TIME, IMMEDIATELY AFTER THE DECLARATION OF
DIVIDENDS.

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

The Fund determines the value of its portfolio securities by the amortized
cost method. This method involves valuing an instrument at its cost and
thereafter assuming a constant amortization to maturity of any discount or
premium regardless of 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 the value of a security in the Fund's portfolio
as determined by amortized cost, is higher or lower than the price the Fund
would receive if it sold such security. 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 Fund's portfolio on a given day, a
prospective investor in the Fund 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 Board of
Directors has established procedures designed to stabilize, to the extent
reasonably possible, the NAV of the shares of the Fund at $1.00 per share. See
"Net Asset Value" in the Statement of Additional Information.

TAXES, DIVIDENDS AND DISTRIBUTIONS

TAXATION OF THE FUND

THE FUND HAS ELECTED TO QUALIFY AND INTENDS TO REMAIN QUALIFIED AS A
REGULATED INVESTMENT COMPANY UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE INTERNAL REVENUE CODE). ACCORDINGLY, THE FUND WILL NOT BE SUBJECT TO
FEDERAL INCOME TAXES ON ITS NET INVESTMENT INCOME AND CAPITAL GAINS, IF ANY,
THAT IT DISTRIBUTES TO SHAREHOLDERS.

TAXATION OF SHAREHOLDERS

All dividends out of net investment income, together with distributions of
net short-term gains (i.e., the excess of net short-term capital gains over net
long-term capital losses), will be taxable as ordinary income to the
shareholders whether or not reinvested. The Fund does not expect to realize
long-term capital gains or losses. In general, tax-exempt shareholders will not
be required to pay taxes on amounts distributed to them.

The Internal Revenue Code imposes a 4% nondeductible excise tax to the
extent the Fund does not meet certain minimum distribution requirements by the
end of each calendar year. For this purpose, dividends declared in October,
November or December and paid in the following January will be treated as having
been paid by the Fund and received by shareholders in such prior year. Under
this rule, a shareholder may be taxed in one year on dividends or distributions
actually received in January of the following year.

Shareholders are advised to consult their own tax advisers regarding
specific questions as to federal, state or local taxes. See "Taxes" in the
Statement of Additional Information.

<PAGE>

WITHHOLDING TAXES

Under the Internal Revenue Code, the Fund is required to withhold and remit
to the U.S. Treasury 31% of dividends, capital gain income 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) with the required certifications regarding the
shareholder's status under the federal income tax law. However, dividends of 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

All of the Fund's net income is declared as dividends daily to the
shareholders of record at the time of such declaration. Unless otherwise
requested by the shareholder, such dividends are automatically invested monthly
in additional Fund shares at net asset value. Shareholders may receive cash
payments from the Fund equal to the dividends earned during the month by
completing the appropriate section on the application form or by notifying PMFS
at least five business days prior to the payable date. Cash distributions are
paid by check within five business days after the dividend payment date. In the
event that all of a shareholder's shares are redeemed on a date other than the
monthly dividend payment date, the proceeds of such redemption will equal the
net asset value of the shares redeemed plus the amount of all dividends declared
through the date of redemption. BECAUSE DECLARED DIVIDENDS REMAIN INVESTED BY
THE FUND UNTIL THE DIVIDEND PAYMENT DATE OF EACH MONTH IN THE SAME MANNER AS
FUNDS INVESTED IN SHARES, THE FOREGOING PROCEDURE RESULTS IN INCOME TO
SHAREHOLDERS IN SUBSTANTIALLY THE SAME AMOUNTS AS IF DIVIDENDS WERE REINVESTED
IN SHARES ON A DAILY BASIS.

The Fund's net income for dividend purposes is determined immediately prior
to the calculation of net asset value at 4:30 P.M., New York time. Thus, a
shareholder begins to earn dividends on the first business day after his or her
order becomes effective and continues to earn dividends through the day on which
his or her shares are redeemed. Net income of the Fund consists of interest
accrued and discount earned less the estimated expenses of the Fund and all
realized gains and losses on the portfolio securities of the Fund. Net income
earned on Saturdays, Sundays and holidays is accrued in calculating the dividend
on the previous business day. Accordingly, a shareholder who redeems his or her
shares effective as of 4:30 P.M., New York time, on a Friday earns a dividend
which reflects the income earned by the Fund on the following Saturday and
Sunday. On the other hand, an investor whose purchase order is effective as of
4:30 P.M., New York time, on a Friday does not begin earning dividends until the
following business day.

GENERAL INFORMATION

DESCRIPTION OF SHARES

THE FUND WAS INCORPORATED IN MARYLAND ON DECEMBER 22, 1975. Effective March
1, 1996, the Fund's name changed from Prudential-Bache MoneyMart Assets Inc. to
Prudential MoneyMart Assets, Inc., and the shares outstanding prior to such date
were designated as Class A shares. The Fund is authorized to offer 15 billion
shares of common stock, $.10 par value per share, currently divided into two
classes of shares, designated Class A and Class Z shares, consisting of 13
billion and 2 billion authorized shares, respectively. Each class represents an
interest in the same assets of the Fund and is identical in all respects except
that (i) Class A shares are subject to distribution and/or service fees, (ii)
Class Z shares are not subject to any distribution and/or service fees, (iii)
each class has exclusive voting rights with respect to its distribution and
service plan, if any, and on any other matter submitted to shareholders that
relates solely to its arrangement and has separate voting rights on any matter
submitted to shareholders in which the interests of one class differ from the
interests of any other class, (iv) each class has a different exchange
privilege, and (v) Class Z shares are

<PAGE>

offered exclusively for sale to participants in the PSI 401(k) Plan, an employee
benefit plan sponsored by Prudential Securities. In accordance with the Fund's
Articles of Incorporation, the Board of Directors may authorize the creation of
additional series and classes within such series, with such preferences,
privileges, limitations and voting and dividend rights as the Board of Directors
may determine. Currently, the Fund is offering two classes, designated Class A
and Class Z shares.

THE FUND DOES NOT INTEND TO HOLD ANNUAL MEETINGS OF SHAREHOLDERS UNLESS
OTHERWISE REQUIRED BY LAW. THE FUND WILL NOT BE REQUIRED TO HOLD ANNUAL MEETINGS
OF SHAREHOLDERS UNLESS, FOR EXAMPLE, THE ELECTION OF DIRECTORS IS REQUIRED TO BE
ACTED ON BY SHAREHOLDERS UNDER THE INVESTMENT COMPANY ACT. SHAREHOLDERS HAVE
CERTAIN RIGHTS, INCLUDING THE RIGHT TO CALL A MEETING UPON A VOTE OF 10% OF THE
FUND'S OUTSTANDING SHARES FOR THE PURPOSE OF VOTING ON THE REMOVAL OF ONE OR
MORE DIRECTORS OR TO TRANSACT ANY OTHER BUSINESS.

ADDITIONAL INFORMATION

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

SHAREHOLDER GUIDE

HOW TO BUY SHARES OF THE FUND

YOU MAY PURCHASE CLASS A SHARES OF THE FUND THROUGH PRUDENTIAL SECURITIES,
PRUSEC, OR DIRECTLY FROM THE FUND THROUGH ITS TRANSFER AGENT, PRUDENTIAL MUTUAL
FUND SERVICES, INC. (PMFS OR THE TRANSFER AGENT), ATTENTION: INVESTMENT
SERVICES, P.O. BOX 15020, NEW BRUNSWICK, NEW JERSEY 08906-5020. The minimum
initial investment is $1,000. The minimum subsequent investment is $100.
Prudential Securities reserves the right to impose a higher minimum subsequent
amount from time to time as it may deem appropriate. All minimum investment
requirements are waived for certain retirement and employee savings plans and
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 Services" below.

CLASS A SHARES OF THE FUND 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 FUND'S CUSTODIAN). See "How the Fund
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 the shares purchased
will begin to earn dividends 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
certificates.

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

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

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

14
<PAGE>

PURCHASES THROUGH PRUDENTIAL SECURITIES

If you have an account with Prudential Securities (or open such an
account), you may ask Prudential Securities to purchase Class A shares of the
Fund on your behalf. On the business day following confirmation that a free
credit balance (i.e., immediately available funds) exists in your account,
Prudential Securities, at your request, will effect a purchase order for Class A
shares of the Fund in an amount up to such balance at the NAV determined on that
day. Funds held by Prudential Securities on behalf of its clients in the form of
free credit balances are delivered to the Fund by Prudential Securities and
begin earning dividends the second business day after receipt of the order by
Prudential Securities. Accordingly, Prudential Securities will have the use of
such free credit balances during this period.

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

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

AUTOMATIC INVESTMENT. Prudential Securities has advised the Fund 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 account in Class A shares of
the Fund (Autosweep). Under these procedures, for accounts other than IRA and
Benefit Plans, an order to purchase shares of the Fund 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 Fund shares through
Prudential Securities, subject to minimum initial and subsequent investment
requirements as described above.

A Prudential Securities client who has not elected Autosweep (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 on
shares of the Fund until the second business day after receipt of the order by
Prudential Securities from the client. Accordingly, Prudential Securities will
have the use of such free credit balances during this period.

15
<PAGE>

PURCHASES THROUGH PRUSEC

You may purchase Class A shares of the Fund by placing an order with your
Prusec 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 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 Fund by wire, you must
first telephone PMFS at (800) 225-1852 (toll-free) to receive an account number.
The following information will be requested: your name, address, tax
identification number, dividend distribution election, amount being wired and
wiring bank. Instructions should then be given by you to your bank to transfer
funds by wire to State Street Bank and Trust Company (State Street), Boston,
Massachusetts, Custody and Shareholder Services Division, Attention: Prudential
MoneyMart Assets, Inc., 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 the
calculation of NAV (4:30 P.M., New York time), on a business day, you may
purchase shares of the Fund as of that day and receive dividends commencing on
the next business day. See "Net Asset Value" in the Statement of Additional
Information.

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

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 an order to purchase Class A shares of the
Fund 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 MoneyMart Assets, Inc. Certified checks are not
necessary, but checks 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" below.

THE PRUDENTIAL ADVANTAGE ACCOUNT PROGRAM

Class A shares of the Fund are offered to participants in the Prudential
Advantage Account Program (the Advantage Account Program), a financial services
program available to clients of Prusec. Investors participating in the Advantage
Account Program may select the Fund as their primary investment vehicle. Such
investors will have free credit cash balances of $1.00 or more in their
Securities Account (Available Cash) (a component of the Advantage Account
Program carried through Prudential Securities) automatically invested in Class A
shares of the Fund. Specifically, an order to purchase Class A shares of the
Fund is placed (i) in the case of Available Cash resulting from the proceeds of
securities sales, on the settlement date of the securities sale, and (ii) in the
case of Available Cash resulting from non-trade related credits (i.e., receipt
of dividends and interest payments, or a cash payment by the participant into
his or her Securities Account), on the business day after receipt by Prudential
Securities of the non-trade related credit.

All shares purchased pursuant to these automatic purchase procedures will
begin earning dividends on the business day after the order is placed.
Prudential Securities will arrange for investment in Class A shares of the Fund
at 4:30 P.M.

16
<PAGE>

on the day the order is placed and cause payment to be made in Federal Funds
for the shares prior to 4:30 P.M. on the next business day. Prudential
Securities will have the use of free credit cash balances until delivery to the
Fund.

Redemptions will be automatically effected by Prudential Securities to
satisfy debit balances in a Securities Account created by activity therein or
arising under the Advantage Account Program, such as those incurred by use of
the Visa(R) Account, including Visa purchases, cash advances and Visa Account
checks. Each Advantage Account Program Securities Account will be automatically
scanned for debits each business day as of the close of business on that day and
after application of any free credit cash balances in the account to such
debits, a sufficient number of shares of the Fund (if selected as the Primary
Fund) and, if necessary, shares of other Advantage Account Funds owned by the
Advantage Account Program participant which have not been selected as his or her
Primary Fund or shares of a participant's money market funds managed by PMF
which are not primary Advantage Account funds will be redeemed as of that
business day to satisfy any remaining debits in the Securities Account. Shares
may not be purchased until all debits, overdrafts and other requirements in the
Securities Account are satisfied.

Advantage Account Program charges and expenses are not reflected in the
table of Fund Expenses. See "Fund Expenses."

For information on participation in the Advantage Account Program,
investors should telephone (800) 235-7637 (toll-free).

HOW TO SELL YOUR SHARES

YOU CAN REDEEM YOUR SHARES AT ANY TIME FOR CASH AT THE NAV PER SHARE NEXT
DETERMINED AFTER THE REDEMPTION REQUEST IS RECEIVED IN PROPER FORM BY THE
TRANSFER AGENT OR PRUDENTIAL SECURITIES. SEE "HOW THE FUND VALUES ITS SHARES."

Shares for which a redemption request is received by PMFS prior to 4:30
P.M., New York time, are entitled to a dividend on the day on which 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 Fund in care of its
Transfer Agent, Prudential Mutual Fund Services, Inc., Attention: Redemption
Services, P.O. Box 15010, New Brunswick, New Jersey 08906-5010.

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 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 FUND MAKES PAYMENT ON THE NEXT BUSINESS DAY FOR ALL SHARES
REDEEMED, BUT IN ANY EVENT, PAYMENT WILL BE MADE WITHIN SEVEN DAYS AFTER RECEIPT
BY PMFS OF STOCK CERTIFICATES AND/OR OF A REDEMPTION REQUEST IN PROPER FORM.
However, the Fund 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 which the Fund normally utilizes is closed or restricted
or an emergency exists as determined by the SEC so that disposal of the Fund's
investments or determination of its net asset value is not reasonably
practicable or (c) for such other periods as the SEC may permit for protection
of the Fund's shareholders.

<PAGE>

PAYMENT FOR REDEMPTION OF RECENTLY PURCHASED SHARES WILL BE DELAYED UNTIL
THE FUND OR ITS TRANSFER AGENT HAS BEEN ADVISED THAT THE PURCHASE CHECK HAS BEEN
HONORED, UP TO 10 CALENDAR DAYS FROM THE TIME OF RECEIPT OF THE PURCHASE CHECK
BY THE TRANSFER AGENT. SUCH DELAY MAY BE AVOIDED BY PURCHASING SHARES BY WIRE OR
BY CERTIFIED OR OFFICIAL BANK CHECKS. THE FUND MAKES NO CHARGE FOR REDEMPTION.

REDEMPTION OF SHARES PURCHASED THROUGH PRUDENTIAL SECURITIES

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

Prudential Securities has advised the Fund that it has established
procedures pursuant to which shares of the Fund 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 net asset value of
Fund 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 satisfy any other debit balance in his or
her account other than through such automatic redemption procedure must do so
not later than the day of settlement for such securities transaction or the date
the debit balance 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 Fund 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, accompanied by duly endorsed stock certificates, if issued, to
Prudential Mutual Fund Services, Inc., Attention: Redemption Services, P.O. Box
15010, New Brunswick, New Jersey 08906-5010. In this case, all stock
certificates and certain written requests for redemption must be endorsed by the
shareholder with signature guaranteed, as described above. Regular redemption is
made by check sent 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 Prudential Mutual Fund Services, Inc., Attention:
Account Maintenance, P.O. Box 15015, New Brunswick, New Jersey 08906-5015,
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., at the address set forth above.

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 only to redeem shares in an amount of $200 or more, except
that, if an account for which Expedited Redemption is requested has an NAV 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 SHARES BY MAIL AS
DESCRIBED ABOVE.

<PAGE>

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
Fund as authority to redeem a sufficient number of Class A shares of the Fund in
the shareholder's account to cover the amount of the check. If insufficient
shares are in the 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 Fund reserves the right to redeem, upon 60 days' written notice,
an account which is reduced by a shareholder to an NAV of $500 or less due to
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 Board of Directors determines that it would be
detrimental to the best interests of the remaining shareholders of the Fund to
make payment wholly or partially in cash, the Fund may pay the redemption price
in whole or in part by a distribution in kind of securities from the portfolio
of the Fund, in lieu of cash, in conformity with the 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 Fund Values its Shares." If your shares
are redeemed in kind, you will incur brokerage costs in converting the assets
into cash. The Fund, however, has elected to be governed by Rule 18f-1 under the
Investment Company Act under which the Fund is obligated to redeem shares solely
in cash up to the lesser of $250,000 or one percent of the net asset value of
the Fund 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 Fund at the NAV next
determined after the order is received, which must be within 90 days after the
date of the redemption. You will receive pro rata credit for any contingent
deferred sales charge paid in connection with the redemption. You must notify
the Fund's Transfer Agent, either directly or through Prudential Securities or
Prusec, at the time the repurchase privilege is exercised, that you are entitled
to credit for any contingent deferred sales charge you previously paid. Exercise
of the repurchase privilege will not affect the federal income tax treatment of
any gain realized upon the redemption. If the redemption resulted in a loss,
some or all of the loss, depending on the amount reinvested, will not be allowed
for federal income tax purposes.

CLASS B AND CLASS C PURCHASE PRIVILEGE. You may direct that the proceeds of
a redemption of Fund shares be invested in Class B shares 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 FUND, YOU HAVE AN EXCHANGE PRIVILEGE (THE EXCHANGE
PRIVILEGE) WITH CERTAIN OTHER PRUDENTIAL MUTUAL FUNDS, INCLUDING ONE OR MORE
SPECIFIED MONEY MARKET FUNDS AND FUNDS SOLD WITH AN INITIAL SALES CHARGE,
SUBJECT TO THE MINIMUM INVESTMENT REQUIREMENTS OF SUCH FUNDS. You may exchange
your Class A shares for Class A shares of the other Prudential Mutual Funds on
the basis of 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. 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. You may
not exchange your shares for Class C shares of the Prudential Mutual Funds.

19
<PAGE>

IN ORDER TO EXCHANGE SHARES BY TELEPHONE, YOU MUST AUTHORIZE THE TELEPHONE
EXCHANGE PRIVILEGE ON YOUR INITIAL APPLICATION FORM OR BY WRITTEN NOTICE TO THE
TRANSFER AGENT AND HOLD SHARES IN NON-CERTIFICATE FORM. Thereafter, you may call
the Fund at (800) 225-1852 to execute a telephone exchange of shares weekdays,
except holidays, between the hours of 8:00 A.M. and 6:00 P.M., New York time.
For your protection and to prevent fraudulent exchanges, your telephone call
will be recorded and you will be asked to provide your personal identification
number. A written confirmation of the exchange transaction will be sent to you.
NEITHER THE FUND NOR ITS AGENTS WILL BE LIABLE FOR ANY LOSS, LIABILITY OR COST
WHICH RESULTS FROM ACTING UPON INSTRUCTIONS REASONABLY BELIEVED TO BE GENUINE
UNDER THE FOREGOING PROCEDURES. (The Fund 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 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 Fund, 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 Fund 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 shares through Prudential Securities, you should contact
your financial adviser.

-- AUTOMATIC SAVINGS ACCUMULATION PLAN (ASAP). Under ASAP you may make
regular purchases of Class A shares of the Fund 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 the service, you may contact your Prudential Securities
financial adviser, Prusec representative or the Transfer Agent directly.

20
<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 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 on the application form, or they may be added at a later date by written
advice or by filing forms supplied by the Fund. 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.

-- PURCHASE BY HOLDERS OF PRUDENTIAL SECURITIES UNIT TRUSTS. Holders of
Prudential sponsored Unit Trusts may elect to have monthly distributions paid by
such Unit Trusts reinvested in Class A shares of the Fund without compliance
with the investment minimums described under "How to Buy Shares of the Fund."

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

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

For additional information regarding the services and privileges described
above, see "Shareholder Investment Account" in the Statement of Additional
Information.
21

<PAGE>
THE PRUDENTIAL MUTUAL FUND FAMILY

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

TAXABLE BOND FUNDS

Prudential Diversified Bond Fund, Inc.
Prudential Government Income Fund, Inc.
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.

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, Inc.
Money Market Series
Prudential MoneyMart Assets, Inc.
- -- 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>

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

TABLE OF CONTENTS

Page
----
FUND HIGHLIGHTS ....................................................... 2
Risk Factors and Special Characteristics ............................. 2
FUND EXPENSES ......................................................... 4
FINANCIAL HIGHLIGHTS .................................................. 5
CALCULATION OF YIELD .................................................. 6
HOW THE FUND INVESTS .................................................. 6
Investment Objective and Policies .................................... 6
Other Investments and Policies ....................................... 7
Investment Restrictions .............................................. 9
HOW THE FUND IS MANAGED ............................................... 9
Manager .............................................................. 9
Distributor .......................................................... 10
Portfolio Transactions ............................................... 11
Custodian and Transfer and Dividend
Disbursing Agent .................................................... 11
HOW THE FUND VALUES ITS SHARES ........................................ 12
TAXES, DIVIDENDS AND DISTRIBUTIONS .................................... 12
GENERAL INFORMATION ................................................... 13
Description of Shares ............................................... 13
Additional Information .............................................. 14
SHAREHOLDER GUIDE ..................................................... 14
How to Buy Shares of the Fund ....................................... 14
How to Sell Your Shares ............................................. 17
How to Exchange Your Shares ......................................... 19
Shareholder Services .................................................. 20
PRUDENTIAL MUTUAL FUND FAMILY ......................................... A-1
- ------------------------------------------------------------------------------
MF 108A 430230J
CUSIP No.: 74435H-1-2
- ------------------------------------------------------------------------------

Prudential
MoneyMart
Assets, Inc.

PROSPECTUS

MARCH 1, 1996

Prudential Mutual Funds
BUILDING YOUR FUTURE
ON OUR STRENGTH

<PAGE>

PRUDENTIAL
MONEYMART ASSETS, INC.

Statement of Additional Information
Dated March 1, 1996

Prudential MoneyMart Assets, Inc. (the Fund) is an open-end, diversified,
management investment company whose investment objective is maximum current
income consistent with stability of capital and maintenance of liquidity. The
Fund pursues this objective by investing primarily in a portfolio of short-term
money market instruments maturing within thirteen months of the date of
acquisition. There can be no assurance that the Fund's investment objective will
be achieved. See "Investment Objective and Policies." The Fund's address is One
Seaport Plaza, New York, New York 10292, and its telephone number is (800)
225-1852.

This Statement of Additional Information is not a prospectus and should be
read in conjunction with the Fund's Prospectus, dated March 1, 1996, a copy of
which may be obtained from the Fund upon request at the address noted above.

TABLE OF CONTENTS

Cross-
reference
to page in
Page Prospectus
---- ----------
General Information and History ............................ B-2 13
Investment Objective and Policies .......................... B-2 6
Investment Restrictions .................................... B-3 9
Suitability for Investors .................................. B-4 --
Calculation of Yield ....................................... B-5 6
Directors and Officers ..................................... B-5 9
Manager .................................................... B-8 9
Distributor ................................................ B-10 10
Purchase and Redemption of Fund Shares ..................... B-12 14
Shareholder Investment Account ............................. B-13 20
Dividends .................................................. B-15 12
Net Asset Value ............................................ B-16 12
Portfolio Transactions ..................................... B-16 11
Taxes ...................................................... B-17 12
Custodian, Transfer and Dividend
Disbursing Agent and Independent Accountants .............. B-18 11
Financial Statements ....................................... B-19 --
Independent Auditors' Report ............................... B-28 --
Appendix A--Description of Ratings ......................... A-1 --
- -------------------------------------------------------------------------------
MF108B

<PAGE>

GENERAL INFORMATION AND HISTORY

Effective March 1, 1996, the Fund's name changed from "Prudential-Bache
MoneyMart Assets Inc." to "Prudential MoneyMart Assets, Inc."

INVESTMENT OBJECTIVE AND POLICIES

The Fund's investment objective is maximum current income consistent with
stability of capital and maintenance of liquidity. This objective is pursued by
investing primarily in a portfolio of money market instruments maturing in
thirteen months or less.

FLOATING RATE AND VARIABLE RATE SECURITIES

The Fund may purchase floating rate and variable rate securities.
Investments in floating or variable rate securities normally will involve
securities which provide that the rate of interest is set as a spread to a
designated base rate, such as rates on Treasury bills, and, in some cases, that
the purchaser can demand payment of the obligation at specified intervals or
after a specified notice period (in each case a period of less than thirteen
months) at par plus accrued interest, which amount may be more or less than the
amount paid for them. Variable rate securities provide for a specified periodic
adjustment in the interest rate, while floating rate securities have an interest
rate which changes whenever there is a change in the designated base interest
rate.

Puts. The Fund may purchase instruments of the types described in its
Prospectus under "How the Fund Invests--Investment Objective and Policies"
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 instruments.
Such a right to resell is commonly known as a "put," and the aggregate price
which the Fund pays for instruments with puts may be higher than the price which
otherwise would be paid for the instruments. Consistent with the Fund's
investment objective and applicable rules issued by the Securities and Exchange
Commission (SEC) and subject to the supervision of the Board of Directors, the
purpose of this practice is to permit the Fund to be fully invested while
preserving the necessary liquidity to meet unusually large redemptions and to
purchase at a later date securities other than those subject to the put. Puts
may be exercised prior to the expiration date in order to fund obligations to
purchase other securities or to meet redemption requests. These obligations may
arise during periods in which proceeds from sales of Fund shares and from recent
sales of portfolio securities are insufficient to meet such obligations or when
the funds available are otherwise allocated for investment. In addition, puts
may be exercised prior to the expiration date in the event the Fund's investment
adviser revises its evaluation of the creditworthiness of the issuer of the
underlying security. In determining whether to exercise puts prior to their
expiration date and in selecting which puts to exercise in such circumstances,
the Fund's investment adviser considers, among other things, the amount of cash
available to the Fund, the expiration dates of the available puts, any future
commitments for securities purchases, the yield, quality and maturity dates of
the underlying securities, alternative investment opportunities and the
desirability of retaining the underlying securities in the Fund's portfolio.

The Fund values instruments which are subject to puts at amortized cost; no
value is assigned to the put. The cost of the put, if any, is carried as an
unrealized loss from the time of purchase until it is exercised or expires.

Since the value of the put is dependent on the ability of the put writer to
meet its obligation to repurchase, the Fund's policy is to enter into put
transactions only with such brokers, dealers or financial institutions which
present minimal credit risks. There is a credit risk associated with the
purchase of puts in that the broker, dealer or financial institution might
default on its obligation to repurchase an underlying security. In the event
such a default should occur, the Fund is unable to predict whether all or any
portion of any loss sustained could subsequently be recovered from the broker,
dealer or financial institution.

The Fund will invest no more than 5% of its total assets in securities
issued by or subject to puts from the same institution. For purposes of this
limitation, unconditional puts or guarantees with respect to a security will not
be deemed to be issued by the institution providing the guarantee or put if the
value of all securities held by the Fund and issued or guaranteed by the issuer
providing the guarantee or put are limited to 10% of the Fund's total assets.

Repurchase Agreements. The Fund participates in a joint repurchase account
with other investment companies managed by Prudential Mutual Fund Management,
Inc. pursuant to an order of the SEC. On a daily basis, any uninvested cash
balances of the Fund may be aggregated with those of such investment companies
and invested in one or more repurchase agreements. Each fund participates in the
income earned or accrued in the joint account based on the percentage of its
investment. 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 equals or
exceeds the resale price of the agreement. 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.

Illiquid Securities. The Fund may not hold more than 10% of its net assets
in illiquid securities, including securities that are illiquid by virtue of the
absence of a readily available market or legal or contractual restrictions on
resale and repurchase agree-

B-2
<PAGE>

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

In recent years, however, a large institutional market has developed for
certain securities that are not registered under the Securities Act, including
repurchase agreements, commercial paper, foreign securities, municipal
securities and corporate bonds and notes. Institutional investors depend on an
efficient institutional market in which the unregistered security can be readily
resold or on an issuer's ability to honor a demand for repayment. The fact that
there are contractual or legal restrictions on resale to the general public or
to certain institutions may not be indicative of the liquidity of such
investments.

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

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

INVESTMENT RESTRICTIONS

The Fund invests primarily in money market instruments maturing in thirteen
months or less. In connection with its investment objective and policies as set
forth in the Prospectus, the Fund has adopted the following investment
restrictions, none of which may be changed without the approval of the holders
of a majority of the Fund's outstanding voting securities. A "majority of the
Fund's outstanding voting securities," when used in this Statement of Additional
Information, means the lesser of (i) 67% of the voting shares represented at a
meeting at which more than 50% of the outstanding voting shares are present in
person or represented by proxy or (ii) more than 50% of the outstanding voting
shares.

The Fund may not engage in any of the practices described in paragraphs
1-13 below:

1. Purchase common stock or other voting securities, preferred stock,
warrants or other equity securities.

2. Purchase any securities (other than obligations of the U.S. Government,
its agencies and instrumentalities) if as a result 25% or more of the value of
the Fund's total assets (determined at the time of investment) would be invested
in the securities of one or more issuers conducting their principal business
activities in the same industry, provided that there is no limitation with
respect to money market instruments of domestic banks, U.S. branches of foreign
banks that are subject to the same regulations as U.S. banks and foreign
branches of domestic banks (provided that the domestic bank is unconditionally
liable in the event of the failure of the foreign branch to make payment on its
instruments for any reason).

3. Purchase the securities of any one issuer, other than the U.S.
Government or its agencies and instrumentalities, if more than 5% of the value
of the Fund's total assets would be invested in securities of such issuer.

B-3

<PAGE>

4. Make cash loans except through the purchase of debt obligations and the
entry into repurchase agreements permitted under "Investment Objective and
Policies." The Fund may also engage in the practice of lending its securities
only against fully comparable collateral. See paragraph 13 below.

5. Borrow money, except from banks for temporary or emergency purposes and
then only in amounts up to 10% of the value of the Fund's net assets. This
borrowing provision is included solely to facilitate the orderly sale of
portfolio securities to accommodate abnormally heavy redemption requests, if
they should occur, or to permit the Fund to obtain short-term credits necessary
for the settlement of transactions, and is not for investment purposes. Interest
paid on borrowings is not available for investment by the Fund. Secured
temporary borrowings may take the form of reverse repurchase agreements,
pursuant to which the Fund would sell portfolio securities for cash and
simultaneously agree to repurchase them at a specified date for the same amount
of cash plus an interest component. The SEC has issued a release requiring, in
effect, that the Fund maintain, in a segregated account with State Street Bank
and Trust Company (State Street), liquid assets equal in value to the amount
owed.

6. Mortgage, pledge or hypothecate any assets, except in an amount up to
15% of the value of the Fund's net assets, but only to secure borrowings for
temporary or emergency purposes as described in paragraph 5 above.

7. Purchase or sell real estate, real estate investment trust securities,
commodities or commodity contracts, or oil and gas interests.

8. Act as an underwriter of securities.

9. Purchase securities on margin, except for the use of short-term credit
necessary for clearance of purchases or sales of portfolio securities, or make
short sales of securities or maintain a short position.

10. Purchase securities, other than obligations of the U.S. Government, its
agencies or instrumentalities, of any issuer having a record, together with
predecessors, of less than three years of continuous operations if, immediately
after such purchase, more than 5% of the Fund's total assets would be invested
in such securities.

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

12. Purchase securities of other investment companies, except in connection
with a merger, consolidation, acquisition or reorganization.

13. The Fund may lend its portfolio securities if such loans are secured
continuously by collateral in cash maintained on a daily basis at an amount at
least equal at all times to the market value of the securities loaned. The Fund
must maintain the right to call such loans and to obtain the securities loaned
at any time on five days' notice. During the existence of a loan, the Fund
continues to receive the equivalent of the interest paid by the issuer on the
securities loaned and also has the right to receive the interest on investment
of the cash collateral in short-term money market instruments. If the management
of the Fund determines to make securities loans, the value of the securities
loaned will not exceed 10% of the value of the Fund's total assets.

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

In order to comply with certain state "blue sky" restrictions, the Fund
will not as a matter of operating policy invest in securities of issuers which
are restricted as to disposition, if more than 15% of its total assets would be
invested in such securities (this restriction shall not apply to mortgage-backed
securities, asset backed securities or obligations issued or guaranteed by the
U.S. Government, its agencies or instrumentalities).

SUITABILITY FOR INVESTORS

The Fund is designed primarily to provide a convenient means of investing
short-term funds where the direct purchase of money market instruments may be
impractical, uneconomical or undesirable.

Money market instruments such as those to be purchased by the Fund are
generally available only in denominations of $100,000 or more. Frequently,
higher yields may be obtained by the purchase of instruments in blocks or
denominations of $1,000,000, $5,000,000 or more. As compared with direct
purchase, an investment in the Fund permits participation in such money market
instruments while affording the advantage of diversification and a high degree
of liquidity. Further, the Fund relieves the investor of most investment
decisions and bookkeeping problems associated with the direct purchase of money
market instruments, such as making numerous buy and sell decisions, scheduling
maturities, reinvesting income, providing for safekeeping and investing in round
lots.

B-4
<PAGE>

The Fund has developed special procedures to assist banks and other
institutions choosing to establish multiple accounts. Banks should consult their
legal advisers regarding state and federal laws applicable to the purchase of
Fund shares for fiduciary accounts.

CALCULATION OF YIELD

The Fund will prepare a current quotation of yield from time to time. The
yield quoted will be the simple annualized yield for an identified seven
calendar day period. The yield calculation will be based on a hypothetical
account having a balance of exactly one share at the beginning of the seven-day
period. The base period return will be the change in the value of the
hypothetical account during the seven-day period, including dividends declared
on any shares purchased with dividends on the share but excluding any capital
changes. The yield will vary as interest rates and other conditions affecting
money market instruments change. Yield also depends on the quality, length of
maturity and type of instruments in the Fund's portfolio, and its operating
expenses. The Fund may also prepare an effective annual yield computed by
compounding the unannualized seven-day period return as follows: by adding 1 to
the unannualized seven-day period return, raising the sum to a power equal to
365 divided by 7, and subtracting 1 from the result.

The Fund's yield fluctuates, and an annualized yield quotation is not a
representation by the Fund as to what an investment in the Fund will actually
yield for any given period. Actual yields will depend upon not only changes in
interest rates generally during the period in which the investment in the Fund
is held, but also on any realized or unrealized gains and losses and changes in
the Fund's expenses.

DIRECTORS AND OFFICERS

Directors and officers of the Fund, together with information as to their
principal business occupations during the last five years, are shown below.

Position Principal Occupations
Name, Address and Age with Fund During Past Five Years
- --------------------- --------- ----------------------
Delayne Dedrick Gold (57) Director Marketing and Management Consultant.
c/o Prudential
Mutual Fund
Management, Inc.
One Seaport Plaza
New York, New York 10292

*Harry A. Jacobs, Jr. (74) Director Senior Director (since January 1986)
One Seaport Plaza of Prudential Securities Incorporated
New York, New York 10292 (Prudential Securities); formerly,
Interim Chairman and Chief Executive
Officer (June 1993-October 1993) of
Prudential Mutual Fund Management,
Inc. (PMF); Chairman of the Board of
Prudential Securities Inc.
(1982-1985); Chairman of the Board
and Chief Executive Officer of Bache
Group Inc. (1977-1982); Director of
The First Australia Fund, Inc. and
The First Australia Prime Income Fund,
Inc.; Trustee of The Trudeau
Institute.

Thomas A. Owens, Jr. (73) Director Consultant.
c/o Prudential
Mutual Fund Management, Inc.
One Seaport Plaza
New York, New York 10292

B-5
<PAGE>

Position Principal Occupations
Name, Address and Age with Fund During Past Five Years
- --------------------- --------- ----------------------
*Richard A. Redeker (52) Director President, Chief Executive Officer and
One Seaport Plaza Director (since October 1993) of PMF;
New York, New York Executive Vice President, Director
10292 and Member of Operating Committee
(since October 1993), Prudential
Securities; Director (since October
1993) of Prudential Securities Group,
Inc. (PSG); Executive Vice President
(since July 1994), The Prudential
Investment Corporation (PIC); Director
(since January 1994), Prudential Mutual
Fund Distributors, Inc. (PMFD);
Director (since January 1994),
Prudential Mutual Fund Services, Inc.
(PMFS); formerly Senior Executive
Vice President and Director of Kemper
Financial Services, Inc. (September
1978-September 1993); Director of The
High Yield Income Fund, Inc.

Sidney M. Spielvogel (70) Director Managing Director, Corporate Capital
c/o Prudential Mutual Fund Consultants, Inc. (since April 1994);
Management, Inc. formerly Vice President (January
One Seaport Plaza 1992-March 1994) of Reich & Co., Inc.;
New York, New York prior thereto Vice President (March
10292 1988-January 1992) of Josephthal & Co.
Inc.; formerly Managing Director,
Corporate Finance (January 1986-January
1988) of Prudential Securities; prior
thereto, Senior Vice President (more
than five years) of Prudential
Securities; Director of Supreme
Equipment & Systems Corporation (until
July 1993).

Nancy H. Teeters (65) Director Economist; formerly Vice President and
c/o Prudential Mutual Fund Chief Economist (March 1986-June 1990)
Management, Inc. of International Business Machines
One Seaport Plaza Corporation; Director of Inland Steel
New York, New York Corporation (since July 1991), Global
10292 Utility Fund, Inc. and First Financial
Fund, Inc.

Robert H. Wellington (73) Director Retired Chairman and Chief Executive
c/o Prudential Mutual Fund Officer, AMSTED Industries,
Management, Inc. Incorporated (diversified manufacturer
One Seaport Plaza of railroad, construction and
New York, New York 10292 industrial products).

Robert F. Gunia (49) Vice Chief Administrative Officer (since
One Seaport Plaza President July 1990), Director (since January
New York, New York 10292 1989), Executive Vice President,
Treasurer and Chief Financial Officer
(since June 1987) of PMF; Senior Vice
President (since March 1987) of
Prudential Securities; Executive Vice
President, Treasurer, Comptroller and
Director, PMFD (since March 1991);
Director, PMFS (since June 1987);
Vice President and Director of The
Asia Pacific Fund, Inc. (since May
1989).

S. Jane Rose (50) One Secretary Senior Vice President and Senior
Seaport Plaza Counsel of PMF; Senior Vice President
New York, New York and Senior Counsel (since July 1992)
of Prudential Securities; formerly
Vice President and Associate General
Counsel of Prudential Securities.

Grace Torres (36) Treasurer First Vice President (since March
One Seaport Plaza and 1994), PMF; First Vice President of
New York, New York Principal Prudential Securities (since March
10292 Financial 1994); prior thereto, Vice President,
and Bankers Trust Corporation.
Accounting
Officer

B-6

<PAGE>

Position Principal Occupations
Name, Address and Age with Fund During Past Five Years
- --------------------- --------- ----------------------
Stephen M. Ungerman (42) Assistant First Vice President of PMF (since
One Seaport Plaza Treasurer February 1993); prior thereto, Senior
New York, New York Tax Manager of Price Waterhouse
10292 (1981-January 1993)

Deborah A. Docs (38) Assistant Vice President (since January 1993),
One Seaport Plaza Secretary Associate Vice President (January
New York, New York 1990-December 1992), Assistant General
10292 Counsel (since November 1991) and
Legal Associate (1987-1991) of PMF
Vice President (since January 1993),
Associate Vice President (January
1992-December 1992) and Assistant
General Counsel (since January 1992)
of Prudential Securities.
- ----------
* "Interested" Director, as defined in the Investment Company Act of 1940, as
amended (Investment Company Act), by reason of his affiliation with Prudential
Securities or PMF.

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

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

The Board of Directors has adopted a retirement policy which calls for the
retirement of Directors on December 31 of the year in which they reach the age
of 72, except that retirement is being phased in for Directors who were age 68
or older as of December 31, 1993.

The Board of Directors has nominated a new slate of Directors for the Fund
which will be submitted to shareholders at a special meeting scheduled to be
held in or about October 1996.

Directors may receive their Directors' fees pursuant to a deferred fee
agreement with the Fund. Under the terms of the agreement, the Fund accrues
daily the amount of such Director's fees in installments which accrue interest
at a rate equivalent to the prevailing rate applicable to 90-day U.S. Treasury
Bills at the beginning of each calendar quarter or, pursuant to an SEC exemptive
order, at the daily rate of return of the Fund (the Fund rate). Payment of the
interest so accrued is also deferred and accruals become payable at the option
of the Director. The Fund's obligation to make payments of deferred Directors'
fees, together with interest thereon, is a general obligation of the Fund.

Each Director who is not an affiliated person of PMF or PIC currently
receives $10,000 as an annual Director's fee, plus expenses, and $1,000 plus
expenses for service on each Board committee.

The following table sets forth the aggregate compensation paid by the Fund
for the fiscal year ended December 31, 1995 to the Directors who are not
affiliated with the Manager and the aggregate compensation paid to such
Directors for service on the Fund's Board and the Boards of any other investment
companies managed by Prudential Mutual Fund Management, Inc. (Fund Complex) for
the calendar year ended December 31, 1995.

<TABLE>
COMPENSATION TABLE
<CAPTION>
TOTAL
PENSION OR COMPENSATION
RETIREMENT FROM FUND
AGGREGATE BENEFITS ACCRUED ESTIMATED ANNUAL AND FUND
COMPENSATION AS PART OF FUND BENEFITS UPON COMPLEX PAID
NAME AND POSITION FROM FUND EXPENSES RETIREMENT TO DIRECTORS
----------------- ------------ ---------------- ---------------- ------------
<S> <C> <C> <C> <C>
Delayne Dedrick Gold--Director $12,000 None N/A $183,250(24/45)
Thomas A. Owens, Jr.--Director $12,000 None N/A $ 87,000(12/13)*
Sidney M. Spielvogel--Director $12,000 None N/A $ 12,000(1/1)*
Nancy Hays Teeters--Director $12,000 None N/A $107,500(13/31)*
Robert H. Wellington--Director $12,000 None N/A $ 19,000(3/3)*
- -------------
* Indicates number of funds/portfolios in Fund Complex (including the Fund) to
which aggregate compensation relates.
</TABLE>

B-7

<PAGE>

As of February 9, 1996, the Directors and officers of the Fund, as a group,
beneficially owned less than one percent of the outstanding shares of Common
Stock of the Fund.

As of February 9, 1996, Prudential Securities held, solely of record on
behalf of other persons, 7,233,874,341 shares of the Fund's Common Stock,
representing approximately 95% of the shares then outstanding. Prudential
Securities had the sole power to vote 83,574,172 shares held as of February 12,
1996 for the benefit of participating employees of Prudential Securities in the
Prudential Securities 401(k) Plan, representing about 1% of the shares then
outstanding.

MANAGER

The manager of the Fund is Prudential Mutual Fund Management, Inc. (PMF or
the Manager), One Seaport Plaza, New York, New York 10292. PMF serves as manager
to all of the other investment companies that, together with the Fund, comprise
the Prudential Mutual Funds. See "How the Fund is Managed--Manager" in the
Prospectus. As of January 31, 1996, PMF managed and/or administered open-end and
closed-end management investment companies with assets of approximately $52
billion. According to the Investment Company Institute, as of December 31, 1995,
the Prudential Mutual Funds were the 13th largest family of mutual funds in the
United States.

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

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

For its services, PMF receives, pursuant to the Management Agreement with
the Fund, a fee at an annual rate of .50 of 1% of the Fund's average daily net
assets up to $50 million and .30 of 1% of the Fund's average daily net assets in
excess of $50 million. The fee is computed daily and payable monthly. The
Management Agreement also provides that in the event the expenses of the Fund
(including the fees of the Manager, but excluding interest, taxes, brokerage
commissions, distribution fees and litigation and indemnification expenses and
other extraordinary expenses not incurred in the ordinary course of the Fund's
business) for any fiscal year exceed the lowest applicable annual expense
limitation established and enforced pursuant to the statutes or regulations of
any jurisdiction in which shares of the Fund are then qualified for offer and
sale, the Manager will reduce its fee by the amount of such excess. Expenses in
excess of the total compensation payable to PMF will be paid by PMF. Any such
reductions of payments are subject to readjustment during the year. No such
reductions were required during the fiscal year ended December 31, 1995.
Currently, the Fund believes that the most restrictive expense limitation of
state securities commissions is 2 1/2% of the Fund's average daily net assets up
to $30 million, 2% of the next $70 million of such assets and 1 1/2% of such
assets in excess of $100 million.

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

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

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

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

B-8
<PAGE>

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

The Management Agreement also provides that PMF will not be liable for any
error of judgment or for any loss suffered by the Fund in connection with the
matters to which the Management Agreement relates, except a loss resulting from
a breach of fiduciary duty with respect to the receipt of compensation for
services or a loss resulting from willful misfeasance, bad faith, gross
negligence or reckless disregard of duty. The Management Agreement provides that
it will terminate automatically if assigned, and that it may be terminated
without penalty by either party upon not more than 60 days' nor less than 30
days' written notice. The Management Agreement provides that it will continue in
effect for a period of more than two years from the date of execution only so
long as such continuance is specifically approved at least annually in
accordance with the requirements of the Investment Company Act.

The Management Agreement was last approved by the Board of Directors of the
Fund, including a majority of the Directors who are not parties to such contract
or interested persons of such parties (as defined in the Investment Company
Act), on May 10, 1995, and was approved by shareholders of the Fund on April 27,
1988.

For the fiscal years ended December 31, 1995, 1994 and 1993, PMF received
management fees of $20,840,442, $21,320,747, and $23,332,701, respectively.

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

The Subadviser maintains a corporate credit unit which provides credit
analysis and research on taxable fixed-income securities including money market
instruments. The portfolio manager consults routinely with the credit unit in
managing the Fund's portfolio. The credit unit staff, including 7 credit
analysts, reviews on an ongoing basis commercial paper issuers, commercial
banks, non-bank financial institutions and issuers of other taxable fixed-income
obligations. Credit analysts have broad access to research and financial
reports, data retrieval services and industry analysts. They maintain
relationships with the management of corporate issuers and from time to time
visit companies in whose securities the Fund may invest.

The Subadvisory Agreement was last approved by the Board of Directors,
including a majority of the Directors who are not parties to such contract or
interested persons of such parties, as defined in the Investment Company Act, on
May 10, 1995, and was approved by shareholders of the Fund on April 27, 1988.

The Subadvisory Agreement provides that it will terminate in the event of
its assignment (as defined in the Investment Company Act) or upon the
termination of the Management Agreement. The Subadvisory Agreement may be
terminated by the Fund, PMF or PIC upon not less than 30 days' or more than 60
days' written notice. The Subadvisory Agreement provides that it will continue
in effect for a period of more than two years from its execution only so long as
such continuance is specifically approved by the Board of Directors at least
annually in accordance with the requirements of the Investment Company Act.

The Manager and Subadviser are subsidiaries of Prudential, which is one of
the largest diversified financial services institutions in the world and, based
on total assets, the largest insurance company in North America as of December
31, 1994. Its primary business is to offer a full range of products and services
in three areas: insurance, investments and home ownership for individuals and
families; health-care management and other benefit programs for employees of
companies and members of groups; and asset management for institutional clients
and their associates. Prudential (together with its subsidiaries) employs nearly
100,000 persons worldwide and maintains a sales force of approximately 19,000
agents, 3,400 insurance brokers and

B-9
<PAGE>

6,000 financial advisers. It insures or provides other financial services to
more than 50 million people worldwide--to more than one of every five people in
the United States. Prudential is a major issuer of annuities, including variable
annuities. Prudential seeks to develop innovative products and services to meet
consumer needs in each of its business areas. As of December 31, 1994,
Prudential through its subsidiaries provided automobile insurance for more than
1.8 million cars and insured more than 1.5 million homes. For the year ended
December 31, 1994, The Prudential Bank, a subsidiary of Prudential, served
940,000 customers in 50 states providing credit card services and loans totaling
more than $1.2 billion. Assets held by PSI for its clients totaled approximately
$150 billion at December 31, 1994. During 1994, over 28,000 new customer
accounts were opened each month at PSI. The Prudential Real Estate Affiliates,
the fourth largest real estate brokerage network in the United States, has more
than 34,000 brokers and agents and more than 1,100 offices in the United States.

Based on data for the period from January 1, 1995 to September 30, 1995 for
the Prudential Mutual Funds, on an average day, there are approximately $80
million in common stock transactions, over $150 million in bond transactions and
over $3.1 billion in money market transactions. In 1994, the Prudential Mutual
Funds effected more than 40,000 trades in money market securities and held on
average $20 billion of money market securities. Based on complex-wide data for
the period from January 1, 1995 to September 30, 1995, on an average day, over
7,000 shareholders telephoned PMFS, the Transfer Agent of the Prudential Mutual
Funds, on the Prudential Mutual Funds' toll-free number. On an annual basis,
that represents approximately 1.8 million telephone calls answered.

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

DISTRIBUTOR

Prudential Securities Incorporated (Prudential Securities or PSI), One
Seaport Plaza, New York, New York 10292, acts as the distributor of the Fund's
Class A shares. Prior to January 2, 1996, Prudential Mutual Fund Distributors,
Inc. (PMFD), acted as distributor of the Fund's shares. Prudential Securities
also serves as the distributor of the Fund's Class Z shares, and incurs the
expenses of distributing the Fund's Class Z shares under a Distribution
Agreement with the Fund, none of which is reimbursed by or paid for by the Fund.

Prudential Securities is engaged in the securities underwriting and
securities and commodities brokerage business and is a member of the New York
Stock Exchange, other major securities and commodities exchanges and the NASD.
Prudential Securities is also engaged in the investment advisory business.
Prudential Securities is a wholly-owned subsidiary of Prudential Securities
Group Inc., which is an indirect, wholly-owned subsidiary of Prudential. The
services it provides to the Fund are discussed in the Fund's Prospectus. See
"How the Fund is Managed--Distributor."

PLAN OF DISTRIBUTION

See "How the Fund is Managed--Distributor" in the Prospectus.

Under the Fund's Plan of Distribution and the Distribution Agreement for
the Class A shares with PSI, the Fund pays PSI, as distributor, a distribution
fee of up to 0.125% of the average daily net assets of the Class A shares of the
Fund, computed daily and payable monthly, to reimburse PMFD for distribution
expenses.

For the fiscal year ended December 31, 1995, PMFD incurred distribution
expenses in the aggregate of $8,643,150, all of which was recovered through the
distribution fee paid by the Fund.

It is estimated that of this amount, 0.8% ($72,662) was spent on printing
and mailing of prospectuses to other than current shareholders and 99.2%
($8,570,488) on the aggregate of (i) account servicing fee credits to Prudential
Securities branch offices for payments of account servicing fees to account
executives (97.6% or $8,433,538) and (ii) an allocation of overhead and other
branch office distribution-related expenses (1.6% or $136,950). The term
"overhead and other branch office distribution-related expenses" represents (a)
the expenses of operating branch offices of Prudential Securities and Pruco
Securities Corporation (Prusec), affiliated broker-dealers, in connection with
the sale of Fund shares, including lease costs, the salaries and employee
benefits of operations and sales support personnel, utility costs,
communications costs and the costs of stationery and supplies, (b) the costs of
client sales seminars, (c) travel expenses of mutual fund sales coordinators to
promote the sale of Fund shares and (d) other incidental expenses relating to
branch promotion of Fund sales. No interest or carrying charges are included as
part of the Fund's distribution expenses.

B-10
<PAGE>

Pursuant to Rule 12b-1 under the Investment Company Act, the Plan of
Distribution was last approved by the Board of Directors, including a majority
of the Directors who are not interested persons of the Fund and who have no
direct or indirect financial interest in the operation of the Plan or in any
agreement related to the Plan (the Rule 12b-1 Directors), cast in person at a
meeting called for the purpose of voting on the Plan, on May 10, 1995. The Plan
of Distribution was approved by a majority of the Fund's outstanding voting
securities on April 27, 1988.

The Plan continues in effect from year to year, provided that each such
continuance is approved at least annually by a vote of the Board of Directors,
including a majority of the Rule 12b-1 Directors, cast in person at a meeting
called for the purpose of voting on such continuance. The Plan may be terminated
at any time, without penalty, by the vote of a majority of the Rule 12b-1
Directors or by the vote of the holders of a majority of the outstanding Class A
voting securities of the Fund on not more than 30 days' written notice to any
other party to the Plan. The Plan may not be amended to increase materially the
amounts to be spent by the Fund thereunder without shareholder approval, and all
material amendments are required to be approved by the Board of Directors in the
manner described above. The Plan will automatically terminate in the event of
its assignment.

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

Pursuant to each Distribution Agreement, the Fund has agreed to indemnify
PSI to the extent permitted by applicable law against certain liabilities under
the Securities Act of 1933, as amended. The Distribution Agreement for the Class
A shares was last approved by the Board of Directors, including a majority of
the Rule 12b-1 Directors, on May 10, 1995. On November 3, 1995, the Board of
Directors approved the transfer of the Distribution Agreement for Class A shares
with PMFD to Prudential Securities. The Distribution Agreement for the Class Z
shares was approved by the Board of Directors, including a majority of the Rule
12b-1 Directors, on November 3, 1995.

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

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

On October 27, 1994, Prudential Securities Group, Inc. and PSI entered into
agreements with the United States Attorney deferring prosecution (provided PSI
complies with the terms of the agreement for three years) for any alleged
criminal activity related to the sale of certain limited partnership programs
from 1983 to 1990. In connection with these agreements, PSI agreed to add the
sum of $330,000,000 to the Fund established by the SEC and executed a
stipulation providing for a reversion of such funds to the United States Postal
Inspection Service. PSI further agreed to obtain a mutually acceptable outside
director to sit on the Board of Directors of PSG and the Compliance Committee of
PSI. The new director will also serve as an independent

B-11
<PAGE>

"ombudsman" whom PSI employees can call anonymously with complaints about ethics
and compliance. Prudential Securities shall report any allegations or instances
of criminal conduct and material improprieties to the new director. The new
director will submit compliance reports which shall identify all such
allegations or instances of criminal conduct and material improprieties every
three months for a three-year period.

PURCHASE AND REDEMPTION OF FUND SHARES

PURCHASE OF SHARES

The Fund reserves the right to reject any initial or subsequent purchase
order (including an exchange) and the right to limit investments in the Fund
solely to existing or past shareholders of the Fund.

REOPENING AN ACCOUNT

Subject to the minimum investment restrictions, an investor may reopen an
account, without filing a new application form, at any time during the calendar
year the account is closed, provided that the information on the old form is
still applicable.

REDEMPTION OF SHARES

Investors who purchase Class A shares directly from Prudential Mutual Fund
Services, Inc. (PMFS or the Transfer Agent) may use the following procedures:

CHECK REDEMPTION. At a shareholder's request, State Street Bank and Trust
Company (State Street) will establish a personal checking account for the
shareholder. Checks drawn on this account can be made payable to the order of
any person in any amount equal to or greater than $500. The payee of the check
may cash or deposit it like any other check drawn on a bank. When such a check
is presented to State Street for payment, State Street presents the check to the
Fund as authority to redeem a sufficient number of shares in a shareholder's
account in the Fund to cover the amount of the check. This enables the
shareholder to continue earning daily dividends until the check is cleared.
Canceled checks are returned to the shareholder by State Street.

Shareholders are subject to State Street's rules and regulations governing
checking accounts, including the right of State Street not to honor checks in
amounts exceeding the value of the shareholder's account at the time the check
is presented for payment.

Shares for which certificates have been issued are not available for
redemption to cover checks. A shareholder should be certain that adequate shares
for which certificates have not been issued are in his or her account to cover
the amount of the check. See "Shareholder Guide--How to Sell Your Shares" in the
Prospectus. Since the dollar value of an account is constantly changing, it is
not possible for a shareholder to determine in advance the total value of his or
her account so as to write a check for the redemption of the entire account.

The Fund reserves the right to assess a service charge, payable to State
Street, to establish a checking account and to order checks. State Street, PMFS
and the Fund have reserved the right to modify this checking account privilege
or to place a charge for each check presented for payment for any individual
account or for all accounts in the future.

The Fund, PMFS or State Street may terminate Check Redemption at any time
upon 30 days' notice to participating shareholders. To receive further
information, contact Prudential Mutual Fund Services, Inc., Attention:
Redemption Services, P.O. Box 15010, New Brunswick, New Jersey 08906-5010, or
telephone (800) 225-1852 (toll-free). Check Redemption is not available to
investors for whom Prudential Securities has purchased shares.

EXPEDITED REDEMPTION. In order to use Expedited Redemption, a shareholder
may so designate at the time the initial application form is filed or at a later
date. Once the Expedited Redemption authorization form has been completed, the
signature(s) on the authorization form guaranteed as set forth below and the
form returned to PMFS, requests for redemption may be made by telegraph, letter
or telephone. 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 only 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 the shareholder's 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 the shareholder's designated bank account. See "Shareholder
Guide--How to Sell Your Shares" in the Prospectus.

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<PAGE>

To request Expedited Redemption by telephone, a shareholder should call
PMFS at (800) 225-1852. Calls must be received by PMFS before 4:30 P.M., New
York time, in order for the redemption to be effective on that day. Requests by
letter should be addressed to Prudential Mutual Fund Services, Inc., Attention:
Account Maintenance, P.O. Box 15015, New Brunswick, New Jersey 08906-5015.

In order to change the name of the commercial bank or account designated to
receive redemption proceeds, it is necessary to execute a new Expedited
Redemption authorization form and submit it to PMFS at the address set forth
above. Each signature must be guaranteed by an "eligible guarantor institution,"
which 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. Guarantees must be signed by
an authorized signatory of the eligible guarantor institution, and "Signature
Guaranteed" should appear with the signature. For clients of Pruco Securities
Corporation (Prusec) signature guarantees may be obtained from the agency or
office manager of most Prudential Insurance and Financial Services or Preferred
Services offices. PMFS may request further documentation from corporations,
executors, administrators, trustees or guardians.

REGULAR REDEMPTION. Shareholders may redeem their shares by sending to
Prudential Mutual Fund Services, Inc., Attention: Redemption Services, P.O. Box
15010, New Brunswick, New Jersey 08906-5010, a written request, accompanied by
duly endorsed stock certificates, if issued. In this case, all stock
certificates and all written requests for redemption must be endorsed by the
shareholder with the 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.

SHAREHOLDER INVESTMENT ACCOUNT

Upon the initial purchase of shares of the Fund, a Shareholder Investment
Account is established for each investor under which a record of the shares held
is maintained by the Transfer Agent. If a stock certificate is desired, it must
be requested in writing for each transaction. Certificates are issued only for
full shares and may be redeposited in the account at any time. There is no
charge to the investor for issuance of a certificate. Whenever a transaction
takes place in the Shareholder Investment Account, the shareholder will be
mailed a statement showing the transaction and the status of such account.

PROCEDURE FOR 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 and Order Form with PMFS, 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 PMFS. Procedures are
available to identify sub-accounts by name and number within the master account
name. The investment minimums described in the Prospectus under "Shareholder
Guide--How to Buy Shares of the Fund" are applicable to the aggregate amounts
invested by a group, and not to the amount credited to each sub-account.

PMFS provides each institution with a written confirmation for each
transaction in a sub-account and, on a monthly basis, with a statement which
sets forth for each master account its share balance and income earned for the
month. In addition, each institution receives a statement for each individual
account setting forth transactions in the sub-account for the year-to-date, the
total number of shares owned as of the dividend payment date and the dividends
paid for the current month, as well as for the year-to-date. For further
information on the sub-accounting system and procedures, contact PMFS.

EXCHANGE PRIVILEGE

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

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

B-13
<PAGE>

Shareholders of the Fund may exchange their Class A shares for Class A
shares of the Prudential Mutual Funds and shares of the money market funds
specified below.

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

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

Prudential Tax-Free Money Fund, Inc.

Shareholders of the Fund may not exchange their shares for Class B or Class
C shares of the Prudential Mutual Funds or shares of Prudential Special Money
Market Fund, a money market fund, except that shares acquired prior to January
22, 1990 subject to a contingent deferred sales charge can be exchanged for
Class B shares.

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

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

Prudential Allocation Fund
(Balanced Portfolio)
Prudential Equity Fund, Inc.
Prudential Equity Income Fund
Prudential Global Fund, Inc.
Prudential Government Income Fund, Inc.
Prudential Government Securities Trust
(Money Market Series)
Prudential Growth Opportunity Fund, Inc.
Prudential High Yield Fund, Inc.
Prudential Jennison Fund, Inc.
(expected to be available later in 1996)
Prudential Multi-Sector Fund, Inc.
Prudential Pacific Growth Fund, Inc.
Prudential Utility Fund, Inc.

AUTOMATIC SAVINGS ACCUMULATION PLAN (ASAP)

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

Further details about this program and an application form are available
from the Transfer Agent, Prudential Securities or Prusec.

SYSTEMATIC WITHDRAWAL PLAN

A systematic withdrawal plan is available for holders of Class A shares
through Prudential Securities or the Transfer Agent. Such withdrawal plan
provides for monthly or quarterly checks in any amount, except as provided
below, up to the value of the shares in the shareholder's account.

B-14
<PAGE>

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

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

Withdrawal payments should not be considered as dividends, yield or income.
If periodic withdrawals continuously exceed reinvested dividends and
distributions, the shareholder's original investment will be correspondingly
reduced and ultimately exhausted. Furthermore, each withdrawal constitutes a
redemption of shares, and any gain or loss realized must be recognized for
federal income tax purposes. Each shareholder should consult his or her own tax
adviser with regard to the tax consequences of the systematic withdrawal plan,
particularly if used in connection with a retirement plan.

TAX-DEFERRED RETIREMENT PLANS

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

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

TAX-DEFERRED RETIREMENT ACCOUNTS

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

TAX-DEFERRED COMPOUNDING(superior1)

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

- ----------

(superior1)The chart is for illustrative purposes only and does not
represent the performance of the Fund or any specific investment. It shows
taxable versus tax-deferred compounding for the periods and on the terms
indicated. Earnings in the IRA account will be subject to tax when withdrawn
from the account.

DIVIDENDS

The Fund's net income is declared as dividends daily and is automatically
reinvested monthly in additional shares of the Fund unless the shareholder
elects in writing not less than five full business days prior to the payable
date to receive such distribution in cash. The Fund endeavors to maintain its
net asset value at $1.00 per share. As a result of a significant expense or
realized loss, it is possible that the Fund's net asset value may fall below
$1.00 per share. Should the Fund incur or anticipate any unusual or unexpected
significant expense or loss which would disproportionately affect the Fund's
income for a particular period, the Board of Directors at that time would
consider whether to adhere to the present dividend policy described in the
Prospectus or to revise it in light of the then prevailing circumstances in
order to ameliorate to the extent possible the disproportionate effect of such
expense or loss on then existing shareholders. Such expenses or losses may
nevertheless result in a shareholder's receiving no dividends for the period
during which he or she held shares of the Fund and in his or her receiving a
price per share upon redemption lower than that which he or she paid.

B-15
<PAGE>

Dividends derived from investment income received by the Fund on portfolio
securities, together with distributions of any net short-term capital gains, are
taxable to the shareholders as ordinary income. Distributions of net long-term
capital gains are taxed to the shareholders at capital gains rates regardless of
the length of their holding period of Fund shares. However, the Fund's portfolio
generally will be managed in such a way as not to realize any net long-term
capital gains. Dividends and distributions are taxable to shareholders even if
reinvested in additional shares.

NET ASSET VALUE

The Fund uses the amortized cost method of valuation to determine the value
of its portfolio securities. In that regard, the Fund's Board of Directors has
determined to maintain a dollar-weighted average portfolio maturity of 90 days
or less, to purchase only instruments having remaining maturities of thirteen
months or less, and to invest only in securities determined by the Manager or
the Subadviser, under the direction of the Board of Directors, to be of minimal
credit risk and of eligible quality. Subject to the Fund's compliance with the
conditions of applicable rules promulgated by the SEC relating to the amortized
cost method of valuation, the remaining maturity of an instrument held by the
Fund that is subject to a put is deemed to be the period remaining until the
principal amount can be recovered through demand or, in the case of a variable
rate instrument, the next interest reset date, if longer. The value assigned to
the put is zero. The Board of Directors also has established procedures designed
to stabilize, to the extent reasonably possible, the Fund's price per share as
computed for the purpose of sales and redemptions at $1.00. Such procedures will
include review of the Fund's portfolio holdings by the Board, at such intervals
as deemed appropriate, to determine whether the Fund's net asset value
calculated by using available market quotations deviates from $1.00 per share
based on amortized cost. The extent of any deviation will be examined by the
Board, and if such deviation exceeds 1/2 of 1%, the Board will promptly
consider what action, if any, will be initiated. In the event the Board of
Directors determines that a deviation exists which may result in material
dilution or other unfair results to investors or existing shareholders, the
Board will take such corrective action as it regards necessary and appropriate,
including the sale of portfolio instruments prior to maturity to realize gains
or losses, the shortening of average portfolio maturity, the withholding of
dividends or the establishment of net asset value per share by using available
market quotations.

PORTFOLIO TRANSACTIONS

The Manager is responsible for decisions to buy and sell securities for the
Fund, the selection of brokers and dealers to effect the transactions and the
negotiation of brokerage commissions, if any. For purposes of this section the
term "Manager" includes the Subadviser. The Fund does not normally incur any
brokerage commission expense on such transactions. In the market for money
market instruments, securities are generally traded on a "net" basis, with
dealers acting as principal for their own accounts without a stated commission,
although the price of the security usually includes a profit to the dealer. In
underwritten offerings, securities are purchased at a fixed price which includes
an amount of compensation to the underwriter, generally referred to as the
underwriter's concession or discount. On occasion, certain money market
instruments may be purchased directly from an issuer, in which case no
commissions or discounts are paid.

In placing orders for portfolio securities of the Fund, the Manager is
required to give primary consideration to obtaining the most favorable price and
efficient execution. This means that the Manager will seek to execute each
transaction at a price and commission, if any, which provide the most favorable
total cost or proceeds reasonably attainable under the circumstances. While the
Manager generally seeks reasonably competitive spreads or commissions, the Fund
will not necessarily be paying the lowest spread or commission available. Within
the framework of this policy, the Manager may consider research and investment
services provided by brokers or dealers who effect or are parties to portfolio
transactions of the Fund, the Manager or the Manager's other clients. Such
research and investment services are those which brokerage houses customarily
provide to institutional investors and include statistical and economic data and
research reports on particular companies and industries. Such services are used
by the Manager in connection with all of its investment activities, and some of
such services obtained in connection with the execution of transactions for the
Fund may be used in managing other investment accounts. Conversely, brokers
furnishing such services may be selected for the execution of transactions of
such other accounts, whose aggregate assets are far larger than those of the
Fund, and the services furnished by such brokers may be used by the Manager in
providing investment management for the Fund. While such services are useful and
important in supplementing its own research and facilities, the Manager believes
that the value of such services is not determinable and does not significantly
reduce expenses. The Fund does not reduce the fee it pays to the Manager by any
amount that may be attributed to the value of such services. The Fund will not
effect any securities transactions with or through Prudential Securities as
broker or dealer. The Fund paid no brokerage commissions for the fiscal years
ended December 31, 1995, 1994 and 1993.

B-16

<PAGE>
TAXES

FEDERAL

The Fund has elected to qualify, and intends to remain qualified, as a
regulated investment company under Subchapter M of the Internal Revenue Code of
1986, as amended (the Internal Revenue Code). This relieves the Fund (but not
its shareholders) from paying federal income tax on income which is distributed
to shareholders and permits net capital gains of the Fund (i.e., the excess of
net long-term capital gains over net short-term capital losses) to be treated as
long-term capital gains of the shareholders, regardless of how long shareholders
have held their shares in the Fund.

Qualification of the Fund as a regulated investment company requires, among
other things, that (a) at least 90% of the Fund's annual gross income (without
reduction for losses from the sale or other disposition of securities) be
derived from dividends, interest, payments with respect to securities loans and
gains from the sale or other disposition of securities or options thereon or
foreign currencies, or other income (including but not limited to gains from
options, futures or forward contracts) derived with respect to its business of
investing in such securities or currencies; (b) the Fund derives less than 30%
of its gross income from gains (without reduction for losses) from the sale or
other disposition of securities, options thereon, futures contracts, options
thereon, forward contracts and foreign currencies held for less than three
months (except for foreign currencies directly related to the Fund's business of
investing in securities); (c) the Fund diversify its holdings so that, at the
end of each quarter of the taxable year, (i) at least 50% of the market value of
its assets is represented by cash, U.S. Government securities and other
securities limited in respect of any one issuer to an amount not greater than 5%
of the market value of the assets of the Fund and 10% of the outstanding voting
securities of such issuer, and (ii) not more than 25% of the value of its assets
is invested in the securities of any one issuer (other than U.S. Government
securities) and (d) the Fund distribute to its shareholders at least 90% of its
net investment income and net short-term gains (i.e., the excess of net
short-term capital gains over net long-term capital losses) in each year.

Gains or losses on sales of securities by the Fund will be treated as
long-term capital gains or losses if the securities have been held by it for
more than one year. Other gains or losses on the sale of securities will be
short-term capital gains or losses. In addition, debt securities acquired by the
Fund may be subject to original issue discount and market discount rules.

The Fund is required to distribute 98% of its ordinary income in the same
calendar year in which it is earned. The Fund is also required to distribute
during the calendar year 98% of the capital gain net income it earned during the
twelve months ending on October 31 of such calendar year, as well as all
undistributed ordinary income and undistributed capital gain net income from the
prior year or the twelve-month period ending on October 31 of such prior year,
respectively. To the extent it does not meet these distribution requirements,
the Fund will be subject to a non-deductible 4% excise tax on the undistributed
amount. The Fund intends to distribute its income and capital gains in the
manner necessary to avoid imposition of the 4% excise tax. For purposes of this
excise tax, income on which the Fund pays income tax is treated as distributed.

Distributions of net investment income and net short-term gains will be
taxable to the shareholder at ordinary income rates regardless of whether the
shareholder receives such distributions in additional shares or cash.
Distributions of net capital gains (i.e., the excess of net long-term capital
gains over net short-term capital losses), if any, are taxable as long-term
capital gains regardless of how long the investor has held his or her shares.
However, if a shareholder holds shares in the Fund for not more than six months,
then any loss recognized on the sale of such shares will be treated as long-term
capital loss to the extent of any distribution on the shares which was treated
as long-term capital gain. Because none of the Fund's net income is anticipated
to arise from dividends on common or preferred stock, none of its distributions
to shareholders will be eligible for the dividends received deduction for
corporations under the Internal Revenue Code. Shareholders will be notified
annually by the Fund as to the federal tax status of distributions made by the
Fund.

Any gain or loss realized upon a sale or redemption of shares by a
shareholder who is not a dealer in securities will be treated as long-term
capital gain or loss if the shares have been held more than one year and
otherwise as short-term capital gain or loss. Any such loss, however, although
otherwise treated as a short-term capital loss, will be treated as long-term
capital loss to the extent of any net long-term capital gain distributions
received by the shareholder, if the shares have been held for six months or
less.

A shareholder may realize a gain or loss on the redemption of his or her
shares depending upon the net asset value when redeemed. The Fund, however,
intends to maintain a constant net asset value.

In general, tax-exempt shareholders will not be required to pay taxes on
amounts distributed to them. If such shareholders incurred debt in order to
acquire or hold their shares in the Fund, amounts distributed to them may be
subject to the unrelated business income tax.

B-17
<PAGE>

STATE AND LOCAL

Under the laws of certain states, distributions of net income may be
taxable to shareholders as income even though a portion of such distributions
may be derived from interest on U.S. Government obligations which, if realized
directly, would be exempt from state income taxes. Shareholders are advised to
consult their tax advisers concerning the application of state and local taxes.

CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT AND INDEPENDENT ACCOUNTANTS

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

Prudential Mutual Fund Services, Inc. (PMFS), Raritan Plaza One, Edison,
New Jersey 08818, serves as Transfer and Dividend Disbursing Agent and in those
capacities maintains certain books and records for the Fund. PMFS is a
wholly-owned subsidiary of PMF. PMFS provides customary transfer agency services
to the Fund, including the handling of shareholder communications, the
processing of shareholder transactions, the maintenance of shareholder account
records, payment of dividends and distributions and related functions. For these
services, PMFS receives an annual fee per shareholder account, a new account
set-up fee for each manually established account and a monthly inactive zero
balance account fee per shareholder account. PMFS is also reimbursed for its
out-of-pocket expense, including but not limited to postage, stationery,
printing, allocable communications expenses and other costs. For the fiscal year
ended December 31, 1995, the Fund incurred fees of approximately $15,231,600 for
such services. As of December 31, 1995, approximately $1,269,000 of such fees
were due to PMFS.

Deloitte & Touche LLP, Two World Financial Center, New York, New York
10281, serves as the Fund's independent public accountants and, in that
capacity, audits the Fund's annual financial statements.

B-18

<PAGE>
Portfolio of Investments as of December 31, 1995 PRUDENTIAL MONEYMART ASSETS
- ------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Principal
Amount
(000) Description Value (Note 1)
<C> <S> <C>
- -------------------------------------------------------------
Bank Notes--3.0%
Bank of America Illinois
$19,000 5.79%, 1/16/96 $ 18,999,922
Bank One Indianapolis, NA
35,000 7.18%, 2/5/96 35,013,135
First Union National Bank of North
Carolina
100,000 5.80%, 1/31/96 100,000,000
50,000 5.78%, 2/9/96 50,000,000
NationsBank of Texas, NA
10,000 7.30%, 1/26/96 10,002,845
--------------
Total Bank Notes
(amortized cost $214,015,902) 214,015,902
--------------
- ------------------------------------------------------------
Certificates of Deposit - Eurodollar--4.0%
Abbey National Treasury Services
Plc.
52,000 5.80%, 1/22/96 52,000,299
Bayerische Hypotheken-und
Wechsel-Bank
24,000 5.78%, 1/16/96 23,999,554
179,000 5.83%, 1/16/96 179,001,470
25,000 5.81%, 1/29/96 25,000,156
Landesbank Hessen-Thuringen
Girozentrale
6,000 5.79%, 2/15/96 5,999,832
Lloyds Bank Plc.
5,000 5.75%, 1/22/96 4,999,757
--------------
Total Certificates of Deposit -
Eurodollar
(amortized cost $291,001,068) 291,001,068
--------------
- ------------------------------------------------------------
Certificates of Deposit - Yankee--16.9%
Bank Of Montreal
20,000 5.80%, 1/22/96 20,000,000
100,000 5.80%, 1/23/96 100,000,000
Bank of Nova Scotia
15,000 5.77%, 2/1/96 14,999,604
Banque Nationale De Paris
15,000 5.78%, 1/22/96 14,999,778
114,000 5.80%, 2/2/96 114,000,000
45,000 7.07%, 2/20/96 45,024,146
21,000 6.95%, 2/21/96 21,008,292
Commerzbank
8,000 7.32%, 1/24/96 8,003,322
30,000 7.04%, 2/16/96 30,014,780
National Westminster Bank Plc.
$190,000 5.81%, 1/12/96 $ 190,000,000
99,000 5.80%, 1/31/96 99,000,000
Societe Generale
350,000 5.80%, 2/1/96 350,000,000
Swiss Bank Corp.
211,000 5.75%, 3/20/96 211,000,000
--------------
Total Certificates of Deposit -
Yankee
(amortized cost $1,218,049,922) 1,218,049,922
--------------
- ------------------------------------------------------------
Commercial Paper--51.9%
A. H. Robins Co., Inc.
7,465 5.75%, 1/25/96 7,436,384
9,500 5.80%, 1/26/96 9,461,736
18,100 5.67%, 2/14/96 17,974,567
American Express Credit Corp.
5,000 5.82%, 2/2/96 4,974,133
12,000 5.67%, 2/13/96 11,918,730
20,000 5.59%, 3/15/96 19,770,189
American Home Products Corp.
54,000 5.80%, 1/18/96 53,852,100
73,500 5.80%, 1/19/96 73,286,850
17,000 5.68%, 3/7/96 16,822,973
American Honda Finance Corp.
25,000 5.85%, 1/12/96 24,955,312
17,500 5.85%, 1/22/96 17,440,281
4,026 5.85%, 1/24/96 4,010,953
11,850 5.83%, 1/26/96 11,802,024
9,500 5.80%, 1/30/96 9,455,614
5,000 5.845%, 1/30/96 4,976,458
7,000 5.75%, 2/13/96 6,951,924
Aristar, Inc.
5,000 5.80%, 1/19/96 4,985,500
7,434 5.90%, 1/24/96 7,405,978
10,000 5.80%, 2/1/96 9,950,056
5,000 5.77%, 2/5/96 4,971,951
8,000 5.80%, 2/16/96 7,940,711
Associates Corp. of North America
75,000 5.71%, 2/1/96 74,631,229
85,000 5.71%, 2/2/96 84,568,578
50,000 5.68%, 2/12/96 49,668,666
10,000 5.68%, 2/13/96 9,932,155
Bank Of Montreal
168,000 5.72%, 1/29/96 167,252,587
</TABLE>
- -------------------------------------------------------------------------------
See Notes to Financial Statements.

B-19
<PAGE>
Portfolio of Investments as of December 31, 1995 PRUDENTIAL MONEYMART ASSETS
- ------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Principal
Amount
(000) Description Value (Note 1)
<C> <S> <C>
- -------------------------------------------------------------
Commercial Paper (cont'd.)
Bradford & Bingley Building
Society
$17,000 5.74%, 1/17/96 $ 16,956,631
24,000 5.73%, 1/23/96 23,915,960
Caterpillar Financial Services
Corp.
19,000 5.66%, 2/21/96 18,847,652
24,000 5.67%, 2/27/96 23,784,540
Chase Manhattan Corp.
59,000 5.67%, 2/12/96 58,609,715
CIT Group Holdings, Inc.
54,705 5.67%, 2/5/96 54,403,439
50,000 5.68%, 2/6/96 49,716,000
86,000 5.68%, 2/7/96 85,497,951
Corporate Receivables Corp.
27,000 5.75%, 1/16/96 26,935,312
23,000 5.67%, 2/27/96 22,793,517
11,000 5.625%, 2/28/96 10,900,313
Countrywide Funding Corp.
39,000 5.83%, 1/16/96 38,905,263
13,760 6.00%, 1/18/96 13,721,013
18,955 5.87%, 1/22/96 18,890,095
8,818 6.00%, 1/22/96 8,787,137
37,155 5.87%, 1/23/96 37,021,717
Dean Witter, Discover & Co.
42,000 5.70%, 2/8/96 41,747,300
36,000 5.70%, 2/14/96 35,749,200
Enterprise Funding Corp.
11,000 5.75%, 1/19/96 10,968,375
Falcon Asset Securitization Corp.
13,000 5.75%, 1/19/96 12,962,625
Finova Capital Corp.
24,000 5.95%, 1/2/96 23,996,033
60,600 5.97%, 1/5/96 60,559,802
49,300 5.97%, 1/8/96 49,242,771
37,605 6.00%, 1/12/96 37,536,057
First Union Corp.
68,000 5.71%, 2/9/96 67,579,363
Fleet Mortgage Group
10,000 5.80%, 1/16/96 9,975,833
39,000 5.80%, 1/24/96 38,855,484
Ford Motor Credit Corp.
193,000 5.75%, 1/22/96 192,352,646
57,000 5.71%, 2/1/96 56,719,734
65,000 5.67%, 2/13/96 64,559,787
General Electric Capital Corp.
$66,000 5.66%, 2/8/96 $ 65,605,687
62,000 5.58%, 4/8/96 61,058,220
123,000 5.58%, 4/9/96 121,112,565
General Motors Acceptance Corp.
12,000 5.73%, 2/6/96 11,931,240
264,000 5.75%, 2/20/96 261,891,667
GTE Corp.
17,000 5.87%, 1/19/96 16,950,105
15,635 5.95%, 1/23/96 15,578,150
15,000 5.95%, 1/29/96 14,930,583
42,000 5.95%, 1/31/96 41,791,750
Hanson Finance (U.K.) Plc.
40,000 5.70%, 1/25/96 39,848,000
15,000 5.715%, 1/26/96 14,940,469
35,000 5.70%, 1/31/96 34,833,750
49,435 5.65%, 2/28/96 48,985,004
Heller Financial Services, Inc.
39,000 5.90%, 1/11/96 38,936,083
Hertz Corp.
20,000 5.71%, 2/5/96 19,888,972
Honeywell, Inc.
14,500 5.77%, 1/9/96 14,481,408
Merrill Lynch & Co., Inc.
36,000 5.72%, 1/31/96 35,828,400
11,000 5.76%, 1/31/96 10,947,200
140,000 5.64%, 2/29/96 138,705,933
28,000 5.60%, 3/29/96 27,616,711
Morgan Stanley Group, Inc.
89,500 5.72%, 1/12/96 89,343,574
NYNEX Corp.
29,000 5.82%, 1/10/96 28,957,805
18,000 5.82%, 1/16/96 17,956,350
15,000 5.80%, 1/19/96 14,956,500
21,500 5.75%, 2/1/96 21,393,545
PHH Corp.
19,052 5.83%, 1/23/96 18,984,122
10,000 5.85%, 1/25/96 9,961,000
PNC Funding Corp.
26,000 5.73%, 2/8/96 25,842,743
26,000 5.71%, 3/1/96 25,752,567
</TABLE>

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

B-20
<PAGE>

Portfolio of Investments as of December 31, 1995 PRUDENTIAL MONEYMART ASSETS
- ------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Principal
Amount
(000) Description Value (Note 1)
<C> <S> <C>
- -------------------------------------------------------------
Commercial Paper (cont'd.)
Preferred Receivables Funding
Corp.
$58,000 5.85%, 1/16/96 $ 57,858,625
45,000 5.85%, 1/17/96 44,883,000
33,375 5.65%, 2/6/96 33,186,431
35,000 5.68%, 2/8/96 34,790,156
Riverwoods Funding Corp.
14,000 5.70%, 2/6/96 13,920,200
5,000 5.71%, 2/7/96 4,970,657
25,000 5.72%, 2/8/96 24,849,056
10,000 5.70%, 2/14/96 9,930,333
Sears Roebuck Acceptance Corp.
28,000 5.70%, 2/6/96 27,840,400
25,000 5.72%, 2/12/96 24,833,166
38,000 5.72%, 2/23/96 37,679,998
Sherwood Medical Co.
19,500 5.80%, 1/26/96 19,421,458
Smith Barney, Inc.
4,000 5.74%, 1/30/96 3,981,505
50,000 5.74%, 1/31/96 49,760,833
Special Purpose Accounts
Receivable Co.
20,000 5.77%, 1/19/96 19,942,300
27,000 5.78%, 1/24/96 26,900,295
USL Capital Corp.
6,125 5.75%, 1/19/96 6,107,391
17,700 5.73%, 1/25/96 17,632,386
WCP Funding, Inc.
11,000 5.75%, 1/24/96 10,959,590
11,190 5.75%, 1/25/96 11,147,105
13,000 5.70%, 2/16/96 12,905,317
7,000 5.65%, 2/28/96 6,936,281
Whirlpool Financial Corp.
5,000 5.80%, 1/23/96 4,982,278
7,000 5.80%, 1/29/96 6,968,422
15,000 5.80%, 1/30/96 14,929,917
--------------
Total Commercial Paper
(amortized cost $3,745,216,108) 3,745,216,108
--------------
- ------------------------------------------------------------
Medium - Term Obligations--1.8%
Associates Corp. of North America
7,000 8.80%, 3/1/96 7,025,730
AT & T Capital Corp.
$5,000 6.27%, 7/5/96 $ 5,005,984
Bayerische Hypotheken-und
Weschel-Bank
29,000 6.376%, 4/24/96 28,993,496
CIT Group Holdings, Inc.
5,000 4.75%, 3/15/96 4,988,617
Ford Motor Credit Corp.
5,000 5.15%, 3/18/96 4,986,442
6,000 5.00%, 3/25/96 5,980,385
4,000 9.00%, 7/26/96 4,066,971
General Motors Acceptance Corp.
11,000 5.975%, 2/21/96 11,000,490
4,640 6.75%, 5/17/96 4,648,945
4,275 8.80%, 7/8/96 4,335,108
6,000 8.625%, 7/15/96 6,079,911
9,630 8.25%, 8/1/96 9,748,578
Westdeusche Landesbank
Girozentrale
33,300 6.85%, 3/1/96 33,308,482
--------------
Total Medium - Term Obligations
(amortized cost $130,169,139) 130,169,139
--------------
- ------------------------------------------------------------
Repurchase Agreement
Joint Repurchase Agreement
Account,
144 5.85%, 1/2/96, (Note 4)
(amortized cost $144,000) 144,000
--------------
- ------------------------------------------------------------
U.S. Government & Agency Obligations--3.7%
Federal Home Loan Bank
48,000 6.05%, 6/13/96 48,012,629
Federal Home Loan Mortgage Corp.
63,000 5.645%, 8/15/96 62,900,753
Federal National Mortgage
Association
49,000 5.71%, 6/10/96 48,937,841
109,000 5.8125%, 10/4/96 108,896,882
--------------
Total U.S. Government & Agency
Obligations
(amortized cost $268,748,105) 268,748,105
--------------
</TABLE>

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

B-21
<PAGE>
Portfolio of Investments as of December 31, 1995 PRUDENTIAL MONEYMART ASSETS
- ------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Principal
Amount
(000) Description Value (Note 1)
<C> <S> <C>
- -------------------------------------------------------------
Variable Rate InstrumentsD--17.3%
American Express Centurion Bank
$5,000 5.9375%, 2/16/96 $ 4,999,874
Federal National Mortgage
Association
133,000 5.755%, 9/27/96 133,000,000
Goldman, Sachs Group, L.P.
350,000 5.8125%, 5/24/96 350,000,000
General Motors Acceptance Corp.
55,500 5.70%, 1/22/96 55,477,717
Lehman Brothers Holdings, Inc.
80,500 6.1422%, 1/2/96 80,500,000
Merrill Lynch & Co., Inc.
112,000 5.9375%, 1/10/96 111,974,837
Money Market Auto Loan Trust
49,080 6.085%, 4/15/96 49,080,221
Morgan Stanley Group, Inc.
55,000 6.0625%, 1/16/96 55,000,000
10,000 6.19737%, 1/17/96 10,000,000
95,000 6.0703%, 2/15/96 95,000,000
SMM Trust,
Notes 1995-O
50,000 5.9375%, 1/16/96 49,995,461
Notes 1995-Q
252,000 5.9375%, 1/16/96 251,975,898
--------------
Total Variable Rate Instruments
(amortized cost $1,247,004,008) 1,247,004,008
--------------
Total Investments--98.5%
(amortized cost $7,114,348,252*) $7,114,348,252
Other assets in excess of
liabilities--1.5% 107,309,711
--------------
Net Assets--100% $7,221,657,963
--------------
--------------
</TABLE>
- ---------------
* The cost of securities for federal income tax purposes is substantially the
same as for financial reporting purposes.
D The maturity date presented for these instruments is the later of the next
date on which the security can be redeemed at par or the next date on which
the rate of interest is adjusted.

The industry classification of portfolio holdings and other assets in excess of
liabilities shown as a percentage of net assets as of December 31, 1995 was as
follows:

<TABLE>
<S> <C>
Commercial Banks.................................... 28.4%
Security Brokers & Dealers.......................... 15.7
Short-Term Business Credit.......................... 15.2
Personal Credit Institutions........................ 10.5
Asset Backed Securities............................. 10.4
U.S. Government & Agency Obligations................ 5.6
Pharmaceuticals..................................... 2.7
Telephone & Communications.......................... 2.5
Mortgage Banks...................................... 2.3
Tobacco............................................. 1.9
Bank Holding Companies - Domestic................... 1.7
Automotive Rental & Leasing......................... 0.7
Household Appliances................................ 0.4
Computer Rental and Leasing......................... 0.3
Regulating Controls................................. 0.2
------
98.5
Other assets in excess of liabilities............... 1.5
------
100.0%
------
------
</TABLE>

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

B-22
<PAGE>
Statement of Assets and Liabilities PRUDENTIAL MONEYMART ASSETS
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Assets December 31, 1995
-----------------
<S> <C>
Investments, at amortized cost which approximates value................................................. $ 7,114,348,252
Cash.................................................................................................... 8,727
Receivable for Fund shares sold......................................................................... 208,986,615
Interest receivable..................................................................................... 37,719,030
Deferred expenses and other assets...................................................................... 208,464
-----------------
Total assets......................................................................................... 7,361,271,088
-----------------
Liabilities
Payable for Fund shares reacquired...................................................................... 131,662,607
Dividends payable....................................................................................... 3,558,462
Accrued expenses........................................................................................ 2,110,544
Management fee payable.................................................................................. 1,855,219
Distribution fee payable................................................................................ 426,293
-----------------
Total liabilities.................................................................................... 139,613,125
-----------------
Net Assets.............................................................................................. $ 7,221,657,963
-----------------
-----------------
Net assets were comprised of:
Common stock, at par ($.10 par value; 15 billion shares authorized for issuance)..................... $ 722,165,796
Paid-in capital in excess of par..................................................................... 6,499,492,167
-----------------
Net assets at December 31, 1995......................................................................... $ 7,221,657,963
-----------------
-----------------
Net asset value, offering price and redemption price per share
($7,221,657,963 / 7,221,657,963 shares of common stock issued and outstanding)....................... $1.00
-----
-----
</TABLE>

- -------------------------------------------------------------------------------
See Notes to Financial Statements.
B-23

<PAGE>

PRUDENTIAL MONEYMART ASSETS
Statement of Operations
- ------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended
Net Investment Income December 31, 1995
-----------------
<S> <C>
Income
Interest................................. $ 419,430,742
-------------
Expenses
Management fee........................... 20,840,442
Distribution fee......................... 8,643,150
Transfer agent's fees and expenses....... 15,942,000
Reports to shareholders.................. 966,000
Registration fees........................ 545,000
Custodian's fees and expenses............ 276,000
Insurance expense........................ 158,000
Directors' fees and expenses............. 80,000
Audit fees and expenses.................. 37,000
Legal fees and expenses.................. 33,000
Miscellaneous............................ 54,354
-------------
Total expenses........................ 47,574,946
-------------
Net investment income....................... 371,855,796
Net Realized Gain on Investments
Net realized gain on investment
transactions............................. 516,705
-------------
Net Increase in Net Assets
Resulting from Operations................... $ 372,372,501
-------------
-------------
</TABLE>
PRUDENTIAL MONEYMART ASSETS
Statement of Changes in Net Assets
- ------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended December 31,
Increase (Decrease) ------------------------------------
in Net Assets 1995 1994
---------------- ----------------
<S> <C> <C>
Operations
Net investment income... $ 371,855,796 $ 258,277,123
Net realized gain on
investment
transactions......... 516,705 147,440
---------------- ----------------
Net increase in net
assets resulting
from operations...... 372,372,501 258,424,563
---------------- ----------------
Dividends and distributions
to shareholders......... (372,372,501) (258,424,563)
---------------- ----------------
Fund share transactions
(at $1 per share)
Proceeds from shares
subscribed........... 29,233,009,828 26,869,523,481
Net asset value of
shares issued to
shareholders in
reinvestment of
dividends and
distributions........ 354,506,489 245,955,917
Cost of shares
reacquired........... (28,910,738,397) (27,889,232,548)
---------------- ----------------
Net increase (decrease)
in net assets from
Fund share
transactions......... 676,777,920 (773,753,150)
---------------- ----------------
Total increase
(decrease).............. 676,777,920 (773,753,150)
Net Assets
Beginning of year.......... 6,544,880,043 7,318,633,193
---------------- ----------------
End of year................ $ 7,221,657,963 $ 6,544,880,043
---------------- ----------------
---------------- ----------------
</TABLE>

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

B-24
<PAGE>

Notes to Financial Statements PRUDENTIAL MONEYMART ASSETS
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Prudential-Bache MoneyMart Assets Inc., doing business as Prudential MoneyMart
Assets (the "Fund"), is registered under the Investment Company Act of 1940 as
a diversified, open-end management investment company. The Fund invests
primarily in a portfolio of money market instruments maturing in thirteen months
or less whose ratings are within the two highest rating categories by a
nationally recognized statistical rating organization or, if not rated, are of
comparable quality. The ability of the issuers of the securities held by the
Fund to meet their obligations may be affected by economic developments in a
specific industry or region.

- ------------------------------------------------------------
Note 1. Accounting Policies

The following is a summary of significant accounting policies followed by the
Fund in the preparation of its financial statements.

Securities Valuations: Portfolio securities are valued at amortized cost, which
approximates market value. The amortized cost method involves valuing a security
at its cost on the date of purchase and thereafter assuming a constant
amortization to maturity of the difference between the principal amount due at
maturity and cost.

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.

Securities Transactions and Net Investment Income: Security transactions are
recorded on the trade date. Realized gains and losses on sales of investments
are calculated on the identified cost basis. Interest income is recorded on the
accrual basis. The cost of portfolio securities for federal income tax purposes
is substantially the same as for financial reporting purposes. Expenses are
recorded on the accrual basis which may require the use of certain estimates by
management.

Federal Income Taxes: It is the Fund's policy to continue to meet the
requirements of the Internal Revenue Code applicable to regulated investment
companies and to distribute all of its taxable net income to its shareholders.
Therefore, no federal income tax provision is required.

Dividends and Distributions: All of the Fund's net investment income and net
realized gains or losses, if any, are declared as dividends daily to the
shareholders of record at the time of such declaration. Net investment income
of the Fund consists of interest accrued and discount earned less estimated
expenses applicable to the dividend period. Payment of dividends is made
monthly.

- ------------------------------------------------------------
Note 2. Management and Distribution 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 monthly net assets up to $50 million and
.30 of 1% of the Fund's average monthly net assets in excess of $50 million.

The Fund had a distribution agreement with Prudential Mutual Fund Distributors,
Inc. ("PMFD"), which acted as the distributor of the Fund through January 1,
1996. Effective January 2, 1996, Prudential Securities Incorporated ("PSI")
became the distributor of the Fund and is serving the Fund under the same terms
and conditions as under the arrangement with PMFD. The Fund reimbursed PMFD for
distributing and servicing the Fund's shares pursuant to the plan of
distribution at an annual rate of .125 of 1% of the Fund's average daily net
assets. The distribution fee is accrued daily and payable monthly.

PMFD is a wholly-owned subsidiary of PMF; PSI, PMF and PIC are indirect,
wholly-owned subsidiaries of The Prudential Insurance Company of America.

- ------------------------------------------------------------
Note 3. Other Transactions with Affiliates

Prudential Mutual Fund Services, Inc. ("PMFS"), a wholly-owned subsidiary of
PMF, serves as the Fund's transfer agent. During the year ended December 31,
1995, the Fund incurred fees of approximately $15,231,600 for the services of
PMFS. As of December 31, 1995, approximately
- -------------------------------------------------------------------------------

B-25
<PAGE>

- ------------------------------------------------------------
Note 4. Joint Repurchase Agreement Account

The Fund, along with other affiliated registered investment 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, 1995, the
Fund has a 0.01% undivided interest in the joint account. The undivided interest
for the Fund represents $144,000 in the principal amount. As of such date, each
repurchase agreement in the joint account and the collateral therefore were as
follows:

Bear, Stearns & Co. Inc., 5.80%, in the principal amount of $262,000,000,
repurchase price $262,168,844, due 1/2/96. The value of the collateral including
accrued interest is $267,947,172.

BT Securities Corp., 5.75%, in the principal amount of $61,765,000, repurchase
price $61,804,461, due 1/2/96. The value of the collateral including accrued
interest is $63,059,883.

Goldman, Sachs & Co., 5.90%, in the principal amount of $365,000,000, repurchase
price $365,239,278, due 1/2/96. The value of the collateral including accrued
interest is $372,300,053.

Morgan Stanley & Co., Inc., 5.89%, in the principal amount of $103,000,000,
repurchase price $103,067,408, due 1/2/96. The value of the collateral including
accrued interest is $105,192,608.

Smith Barney, Inc., 5.83%, in the principal amount of $365,000,000, repurchase
price $365,236,439, due 1/2/96. The value of the collateral including accrued
interest is $372,300,416.
- -------------------------------------------------------------------------------

B-26

<PAGE>

Financial Highlights PRUDENTIAL MONEYMART ASSETS
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------------------------------------------------
1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C>
---------- ---------- ---------- ---------- ----------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year...................... $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
Net investment income and net realized gains............ .054 .037 .027 .035 .058
Dividends and distributions to shareholders............. (.054) (.037) (.027) (.035) (.058)
---------- ---------- ---------- ---------- ----------
Net asset value, end of year............................ $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ----------
TOTAL RETURN(a)......................................... 5.51% 3.72% 2.70% 3.59% 5.95%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000)........................... $7,221,658 $6,544,880 $7,318,633 $6,703,281 $7,138,159
Average net assets (000)................................ $6,914,520 $7,071,381 $7,742,989 $7,116,739 $7,763,251
Ratios to average net assets:
Expenses, including distribution fee.................. .69% .71% .71% .66% .68%
Expenses, excluding distribution fee.................. .56% .58% .58% .54% .56%
Net investment income................................. 5.38% 3.65% 2.63% 3.43% 5.72%
</TABLE>

- ---------------
(a) 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.

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

B-27

<PAGE>

Independent Auditors' Report PRUDENTIAL MONEYMART ASSETS
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

The Shareholders and Board of Directors
Prudential MoneyMart Assets

We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Prudential MoneyMart Assets, as of December 31,
1995, the related statements of operations for the year then ended and of
changes in 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.
These financial statements and financial highlights are the responsibility of
the Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of the securities owned as of
December 31, 1995 by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Prudential MoneyMart
Assets as of December 31, 1995, the results of its operations, the changes in
its net assets, and its financial highlights for the respective stated periods
in conformity with generally accepted accounting principles.

DELOITTE & TOUCHE LLP
New York, New York
February 6, 1996
- -------------------------------------------------------------------------------

B-28

<PAGE>

APPENDIX A

DESCRIPTION OF RATINGS

BOND RATINGS

Moody's Investors Service--Bonds which are rated Aaa are judged to be of
the best quality. They carry the smallest degree of investment risk and are
generally referred to as "gilt edged." Interest payments are protected by a
large or by an exceptionally stable margin and principal is secure. While the
various protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position of such
issues. Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than Aaa securities. Bonds
which are rated A possess many favorable investment attributes and are to be
considered as upper-medium-grade obligations. Factors giving security to
principal and interest are considered adequate, but elements may be present
which suggest a susceptibility to impairment some time in the future. Moody's
applies numerical modifiers "1", "2" and "3" in each generic rating
classification from Aa through B in its corporate bond rating system. The
modifier "1" indicates that the company ranks in the higher end of its generic
rating category; the modifier "2" indicates a mid-range ranking; and the
modifier "3" indicates that the company ranks in the lower end of its generic
rating category.

Standard & Poor's Ratings Group--Debt rated AAA has the highest rating
assigned by Standard & Poor's. Capacity to pay interest and repay principal is
extremely strong. Debt rated AA has a very strong capacity to pay interest and
repay principal and differs from the highest rated issues only in small degree.
Debt rated A has a strong capacity to pay interest and repay principal although
it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.

Duff and Phelps Credit Rating Co.--The following summarizes the ratings
used by Duff & Phelps for long-term debt:

"AAA": Highest credit quality. The risk factors are negligible, being
only slightly more than for risk-free U.S. Treasury debt.

"AA+", "AA" or "AA-": High credit quality. Protection factors are
strong. Risk is modest but may vary slightly from time to time because of
economic conditions.

"A+", "A" or "A-": Protection factors are average but adequate.
However, risk factors are more variable and greater in periods of economic
stress.

COMMERCIAL PAPER RATINGS

Moody's short-term debt ratings are opinions of the ability of issuers to
repay punctually senior debt obligations which have an original maturity not
exceeding one year. Issuers rated "Prime-1" or "P-1" (or supporting
institutions) have a superior ability for repayment of senior short-term debt
obligations. Issuers rated "Prime-2" or "P-2" (or supporting institutions) have
a strong ability for repayment of senior short-term debt obligations. Issuers
rated "Prime-3" or "P-3" (or supporting institutions) have an acceptable ability
for repayment of senior short-term obligations.

An S&P commercial paper rating is a current assessment of the likelihood of
timely payment of debt considered short-term in the relevant market. The
designation A-1 indicates that the degree of safety regarding timely payment is
strong. A "+" designation is applied to those issues rated A-1 which possess
extremely strong safety characteristics. Capacity for timely payment on issues
with the designation A-2 is satisfactory. However, the relative degree of safety
is not as high as for issues designated A-1. Issues carrying the designation A-3
have adequate capacity for timely payment. They are however, somewhat more
vulnerable to the adverse effects of changes in circumstances than obligations
carrying the higher designations.

The following summarizes the ratings used by Duff & Phelps for short-term
debt, which apply to all obligations with maturities of under one year,
including commercial paper.

Duff 1+: Highest certainty of timely payment. Short-term liquidity,
including internal operating factors and/or access to alternative sources of
funds, is outstanding and safety is just below risk-free U.S. Treasury
short-term obligations.

A-1
<PAGE>

Duff 1: Very high certainty of timely payment. Liquidity factors are
excellent and supported by good fundamental protection factors. Risk factors are
minor.

Duff 1-: High certainty of timely payment. Liquidity factors are strong and
supported by good fundamental protection factors. Risk factors are very small.

Duff 2: Good certainty of timely payment. Liquidity factors and company
fundamentals are sound. Although ongoing funding needs may enlarge total
financing requirements, access to capital markets is good. Risk factors are
small.

Duff 3: Satisfactory liquidity and other protection factors qualify issue
as to investment grade. Risk factors are larger and subject to more variation.
Nevertheless, timely payments is expected.

A-2

<PAGE>

PART C

OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(A) FINANCIAL STATEMENTS:

(1) Financial Statements included in the Prospectus constituting Part
A of this Post-Effective Amendment to the Registration Statement:

Financial Highlights.

(2) Financial Statements included in the Statement of Additional
Information constituting Part B of this Post-Effective Amendment
to the Registration Statement:

Portfolio of Investments as of December 31, 1995.

Statement of Assets and Liabilities as of December 31, 1995.

Statement of Operations for the Year Ended December 31, 1995.

Statement of Changes in Net Assets for the Years Ended December
31, 1995 and 1994.

Notes to Financial Statements

Financial Highlights

Independent Auditors' Report

(B) EXHIBITS:

1. (a) Articles of Incorporation, as previously amended and
supplemented.*

(b) Articles Supplementary.*

2. By-Laws, incorporated by reference to Exhibit No. 2 to
Post-Effective Amendment No. 29 to the Registration Statement on
Form N-1A filed via EDGAR on February 24, 1995 (File No.
2-55301).

4. (a) Form of stock certificate, incorporated by reference to
Exhibit No. 4 to Post-Effective Amendment No. 22 to the
Registration Statement on Form N-1A filed on February 29, 1988
(File No. 2-55301).

(b) Instruments defining rights of shareholders incorporated by
reference to Exhibits 1(a), 1(b) and 2 to Post-Effective
Amendment No. 28 to this Registration Statement on Form N-1A
filed on February 17, 1993 (File No. 2-55301).

5. (a) Management Agreement between the Registrant and Prudential
Mutual Fund Management, Inc., incorporated by reference to
Exhibit No. 5(a) to Post-Effective Amendment No. 23 to the
Registration Statement on Form N-1A filed on May 1, 1989 (File
No. 2-55301).

(b) Subadvisory Agreement between Prudential Mutual Fund
Management, Inc. and The Prudential Investment Corporation,
incorporated by reference to Exhibit No. 5(b) to Post-Effective
Amendment No. 23 to the Registration Statement on Form N-1A filed
on May 1, 1989 (File No. 2-55301).

6. (a) Distribution Agreement between the Registrant and Prudential
Mutual Fund Distributors, Inc., incorporated by reference to
Exhibit No. 6 to Post-Effective Amendment No. 23 to the
Registration Statement on Form N-1A filed on May 1, 1989 (File
No. 2-55301).

(b) Amended and Restated Distribution Agreement between the
Registrant and Prudential Mutual Fund Distributors, Inc.,
incorporated by reference to Exhibit No. 6(b) to Post-Effective
Amendment No. 28 to the Registration Statement on Form N-1A filed
on February 17, 1994 (File No. 2-55301).

(c) Form of Distribution Agreement for Class Z shares,
incorporated by reference to Exhibit No. 6(c) to Post-Effective
Amendment No. 30 to the Registration Statement on Form N-1A filed
via EDGAR on October 31, 1995 (File No. 2-55301).

(d) Amendment to Distribution Agreements.*

C-1

<PAGE>

8. Custodian Contract with State Street Bank and Trust Company,
incorporated by reference to Exhibit No. 8 to Post-Effective
Amendment No. 25 to the Registration Statement on Form N-1A filed
on April 12, 1991 (File No. 2-55301).

9. Transfer Agency and Service Agreement, incorporated by reference
to Exhibit No. 9(a) to Post-Effective Amendment No. 22 to the
Registration Statement on Form N-1A filed on February 29, 1988
(File No. 2-55301).

10. (a) Opinion of Gardner, Carton & Douglas, incorporated by
reference to Exhibit No. 3(b) to Post-Effective Amendment No. 9
to the Registration Statement on Form N-1A (File No. 2-55301).

(b) Opinion of Gardner, Carton & Douglas, incorporated by
reference to Exhibit No. 10(b) to Post-Effective Amendment No. 27
to the Registration Statement on Form N-1A (File No. 2-55301).

(c) Opinion of Gardner, Carton & Douglas, incorporated by
reference to Exhibit No. 10(c) to Post-Effective Amendment No. 29
to the Registration Statement on Form N-1A filed via EDGAR on
February 24, 1995 (File No. 2-55301).

11. Consent of Independent Accountants.*

15. (a) Plan of Distribution, incorporated by reference to Exhibit
No. 15 to Post-Effective Amendment No. 23 to the Registration
Statement on Form N-1A filed on May 1, 1989 (File No. 2-55301).

(b) Distribution and Service Plan between the Registrant and
Prudential Mutual Fund Distributors, Inc., incorporated by
reference to Exhibit No. 15(b) to Post-Effective Amendment No. 28
on Form N-1A filed on February 17, 1994 (File No. 2-55301).

17. Financial Data Schedule.*

18. Rule 18f-3 Plan, incorporated by reference to Exhibit No. 18 to
Post-Effective Amendment No. 30 to the Registration Statement on
Form N-1A filed via EDGAR on October 31, 1995 (File No. 2-55301).

- ----------

*Filed herewith.

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

None.

ITEM 26. NUMBER OF HOLDERS OF SECURITIES

As of February 9, 1995, there were 1,117,047 record holders of common
stock, $.10 par value per share.

ITEM 27. INDEMNIFICATION.

As permitted by Sections 17(h) and 17(i) of the Investment Company Act of
1940 ("Investment Company Act") and pursuant to Article X of the Registrant's
By-Laws (Exhibit 2 to the Registration Statement) and Section 2-418 of the
Maryland General Corporation Law, officers, directors, employees and agents of
the Registrant may be indemnified against certain liabilities in connection with
the Registrant except liabilities arising from misfeasance, bad faith, gross
negligence or reckless disregard in the conduct of their respective duties. As
permitted by Section 17(i) of the Investment Company Act, pursuant to Section 9
of the Distribution Agreements (Exhibit 6 to the Registration Statement),
Prudential Securities Incorporated, as Distributor of the Fund, may be
indemnified against certain liabilities it may incur. Such Article X of the
By-Laws and Section 9 of the Distribution Agreements are hereby incorporated by
reference in their entirety.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Securities Act") may be permitted to directors, officers and
controlling persons of the Registrant and the principal underwriter pursuant to
the foregoing provisions or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission (the "Commission") such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
and the principal underwriter in connection with the successful defense of any
action, suit or proceeding) is asserted against the Registrant by such director,
officer or controlling person or the principal underwriter in connection with
the shares being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

Section 8 of the Management Agreement (Exhibit 5(a) to the Registration
Statement) limits the liability of Prudential Mutual Fund Management, Inc.
("PMF") to losses resulting from a breach of fiduciary duty with respect to the
receipt of compensation for services (in which case any award of damages shall
be limited to the period and the amount set forth in Section 36(b)(3) of the
Investment Company Act) or losses resulting from willful misfeasance, bad faith
or gross negligence in the performance of its

C-2
<PAGE>

duties or from reckless disregard by PMF of its obligations and duties under the
Management Agreement. Section 4 of the Subadvisory Agreement (Exhibit 5(b) to
the Registration Statement) limits the liability of The Prudential Investment
Corporation ("PIC") to losses resulting from willful misfeasance, bad faith or
gross negligence in the performance of its duties, or from reckless disregard by
PIC of its obligations and duties under the Subadvisory Agreement.

The Registrant hereby undertakes that it will apply the indemnification
provisions of its By-Laws in a manner consistent with Release No. 11330 of the
Commission under the Investment Company Act so long as the interpretation of
Sections 17(h) and 17(i) of such Act remain in effect and are consistently
applied.

The Registrant maintains an insurance policy insuring its officers and
directors against certain liabilities and certain costs of defending claims
against such officers and directors, to the extent such officers and directors
are not found to have committed conduct constituting conflict of interest,
intentional non-compliance with statutes or regulations or dishonesty,
fraudulent or criminal acts or omissions. The insurance policy also insures the
Registrant against the costs of indemnification payments to officers and
directors under certain circumstances.

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

(a) Prudential Mutual Fund Management, Inc.

See "Manager" in the Statement of Additional Information.

The business and other connections of PMF directors and officers are listed
in Schedules A and D of Form ADV of PMF as currently on file with the
Commission, the text of which is hereby incorporated by reference (File No.
801-31104, filed on March 30, 1995).

The business and other connections of the directors and officers of PMF are
set forth below. Except as otherwise indicated, the address of each person is
One Seaport Plaza, New York, NY 10292.
<TABLE>
<CAPTION>

Name And Address Position With PMF Principal Occupations
- ---------------- ----------------- ---------------------
<S> <C> <C>

Brendan D. Boyle Executive Vice President Executive Vice President, Director of Marketing and
and Director of Director, PMF; Senior Vice President, Prudential
Marketing Securities Incorporated (Prudential Securities);
Chairman and Director of Prudential Mutual Fund
Distributors, Inc. (PMFD)

Stephen P. Fisher Senior Vice President Senior Vice President, PMF; Senior Vice President,
Prudential Securities; Vice President, PMFD

Frank W. Giordano Executive Vice Executive Vice President, General Counsel, Secretary and
President, General Director, PMF and PMFD; Senior Vice President,
Counsel, Secretary and Prudential Securities; Director, Prudential Mutual Fund
Director Services, Inc. (PMFS)

Robert F. Gunia Executive Vice Executive Vice President, Chief Financial and
President, Chief Administrative Officer, Treasurer and Director, PMF;
Financial and Senior Vice President, Prudential Securities; Executive
Administrative Officer, Vice President, Chief Financial Officer, Treasurer and
Treasurer and Director Director, PMFD; Director, PMFS

Theresa A. Hamacher Director Director, PMF; Vice President, The Prudential Insurance
Prudential Plaza Company of America (Prudential); Vice President, The
Newark, NJ 07102 Prudential Investment Corporation (PIC); President,
Prudential Mutual Fund Investment Management, Inc.
(PMFIM).

Timothy J. O'Brien Director President, Chief Executive Officer, Chief Operating Officer
Raritan Plaza One and Director, PMFD; Chief Executive Officer and
Edison, NJ 08837 Director, PMFS; Director, PMF
</TABLE>

C-3
<PAGE>
<TABLE>
<CAPTION>

Name And Address Position With PMF Principal Occupations
- ---------------- ----------------- ---------------------
<S> <C> <C>
Richard A. Redeker President, Chief President, Chief Executive Officer and Director, PMF;
Executive Officer and Executive Vice President, Director and Member of
Director Operating Committee, Prudential Securities; Director,
Prudential Securities Group, Inc. (PSG); Executive Vice
President, PIC; Director, PMFD; Director, PMFS

S. Jane Rose Senior Vice President, Senior Vice President, Senior Counsel and Assistant
Senior Counsel and Secretary, PMF; Senior Vice President and Senior
Assistant Secretary Counsel, Prudential Securities
</TABLE>

(b) The Prudential Investment Corporation (PIC).

See "How the Fund is Managed--Manager" in the Prospectus constituting Part
A of this Registration Statement and "Manager" in the Statement of Additional
Information constituting Part B of this Registration Statement.

The business and other connections of PIC's directors and executive
officers are as set forth below. Except as otherwise indicated, the address of
each person is Prudential Plaza, Newark, NJ 07102.

Name And Address Position With PIC Principal Occupations
- ---------------- ----------------- ---------------------
<S> <C> <C>
William M. Bethke Senior Vice President Senior Vice President, Prudential; Senior Vice President, PIC
Two Gateway Center
Newark, NJ 07102

Barry M. Gillman Director Director, PIC

Theresa A. Hamacher Vice President Vice President, Prudential; Vice President, PIC; Director, PMF

Harry E. Knapp, Jr. President, Chairman of President, Chairman of the Board, Director and Chief
the Board, Director and Executive Officer, PIC; Vice President, Prudential
Chief Executive Officer

Richard A. Redeker Executive Vice President President, Chief Executive Officer and Director, PMF;
One Seaport Plaza Executive Vice President, Director and Member of
New York, NY 10292 Operating Committee, Prudential Securities; Director,
PSG; Executive Vice President, PIC; Director, PMFD;
Director, PMFS

John L. Reeve Senior Vice President Managing Director, Prudential Asset Management Group;
Senior Vice President, PIC

Eric A. Simonson Vice President and Vice President and Director, PIC; Executive Vice President,
Director Prudential
</TABLE>

ITEM 29. PRINCIPAL UNDERWRITERS

(a) Prudential Securities Incorporated.

Prudential Securities Incorporated is distributor for Command Government
Fund, Command Money Fund, Command Tax-Free Fund, Prudential Institutional
Liquidity Portfolio, Inc., Prudential MoneyMart Assets, Inc., Prudential Special
Money Market Fund, Inc., Prudential Tax-Free Money Fund, Inc., Prudential
Allocation Fund, Prudential California Municipal Fund, Prudential Diversified
Bond Fund, Inc., Prudential Equity Fund, Inc., Prudential Equity Income Fund,
Prudential Europe Growth Fund, Inc., Prudential Global Fund, Inc., Prudential
Global Genesis Fund, Inc., Prudential Global Limited Maturity Fund, Inc.,
Prudential Global Natural Resources Fund, Inc., Prudential Government Income
Fund, Inc., Prudential Government Securities Trust, Prudential Growth
Opportunity Fund, Inc., Prudential High Yield Fund, Inc., Prudential
Intermediate Global Income Fund, Inc., Prudential Jennison Fund, Inc.,
Prudential Mortgage Income Fund, Inc., Prudential Multi-Sector Fund, Inc.,
Prudential Municipal Bond Fund, Prudential Municipal Series Fund, Prudential
National Municipals Fund, Inc., Prudential Pacific Growth Fund, Inc., Prudential
Structured Maturity Fund, Inc. and Prudential Utility Fund, Inc., Global Utility
Fund, Inc., Nicholas-Applegate Fund, Inc. (Nicholas-Applegate Growth Equity
Fund), The BlackRock Government Income Trust, The Global Government Plus Fund,
Inc. and The Global Total Return Fund, Inc.

C-4
<PAGE>

Prudential Securities is also a depositor for the following unit investment
trusts:

Corporate Investment Trust Fund
Prudential Equity Trust Shares
National Equity Trust
Prudential Unit Trusts
Government Securities Equity Trust
National Municipal Trust

(b) Information concerning officers and directors of Prudential Securities
Incorporated is set forth below.
<TABLE>
<CAPTION>

Positions and Positions and
Offices with Offices with
Name(1) Underwriter Registrant
- ------- ------------- --------------
<S> <C> <C>
Robert Golden ................. Executive Vice President and Director None
One New York Plaza
New York, NY 10292

Alan D. Hogan ................. Executive Vice President, Chief Administrative Officer and Director None

George A. Murray .............. Executive Vice President and Director None

Leland B. Paton ............... Executive Vice President and Director None
One New York Plaza
New York, NY 10292

Martin Pfinsgraff ............. Executive Vice President, Chief Financial Officer and Director None

Vincent T. Pica, II ........... Executive Vice President and Director None
One New York Plaza
New York, NY 10292

Richard A. Redeker ............ Executive Vice President and Director President and
Director

Hardwick Simmons .............. Chief Executive Officer, President and Director None

Lee B. Spencer, Jr. ........... Executive Vice President, Secretary, General Counsel and Director None
</TABLE>

- ----------

(1) The address of each person named is One Seaport Plaza, New York, NY 10292
unless otherwise indicated.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

All accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act and the Rules thereunder are maintained at the
offices of State Street Bank and Trust Company, One Heritage Drive, North
Quincy, Massachusetts 02171, The Prudential Investment Corporation, Prudential
Plaza, 745 Broad Street, Newark, New Jersey 07102, the Registrant, One Seaport
Plaza, New York, New York 10292, and Prudential Mutual Fund Services, Inc.,
Raritan Plaza One, Edison, New Jersey 08837. Documents required by Rules
31a-1(b)(5), (6), (7), (9), (10) and (11) and 31a-1(f) will be kept at Two
Gateway Center, documents required by Rules 31a-1(b)(4) and (11) and 31a-1(d) at
One Seaport Plaza and the remaining accounts, books and other documents required
by such other pertinent provisions of Section 31(a) and the Rules promulgated
thereunder will be kept by State Street Bank and Trust Company and Prudential
Mutual Fund Services, Inc.

ITEM 31. MANAGEMENT SERVICES

Other than as set forth under the captions "How the Fund is
Managed--Manager" and "How the Fund is Managed--Distributor" in the Prospectus
and the captions "Manager" and "Distributor" in the Statement of Additional
Information, constituting Parts A and B, respectively, of this Registration
Statement, Registrant is not a party to any management-related service contract.

ITEM 32. UNDERTAKINGS

Not applicable.

C-5
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of the Post-Effective Amendment to the
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Post-Effective Amendment to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, and State of New York, on the 28th day of February, 1996.

PRUDENTIAL-BACHE MONEYMART ASSETS INC.

/s/ RICHARD A. REDEKER
-------------------------------
(Richard A. Redeker, President)

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.

Signature Title Date
--------- ----- ----
/S/ Richard A. Redeker President and Director February 28, 1996
------------------------
RICHARD A. REDEKER

/S/ Delayne Dedrick Gold Director February 28, 1996
------------------------
DELAYNE DEDRICK GOLD

/S/ Harry A. Jacobs, Jr. Director February 28, 1996
------------------------
HARRY A. JACOBS, JR.

/S/ Thomas A. Owens, Jr. Director February 28, 1996
------------------------
THOMAS A. OWENS, JR.

/S/ Sidney M. Spielvogel Director February 28, 1996
------------------------
SIDNEY M. SPIELVOGEL

/S/ Nancy Hays Teeters Director February 28, 1996
------------------------
NANCY HAYS TEETERS

/S/ Robert H. Wellington Director February 28, 1996
------------------------
ROBERT H. WELLINGTON

/S/ Grace Torres Principal Financial And February 28, 1996
------------------------ Accounting Officer
GRACE TORRES

<PAGE>

EXHIBIT INDEX

1. (a) Articles of Incorporation, as previously amended and supplemented.*

(b) Articles of Amendment.*

2. By-Laws, incorporated by reference to Exhibit No. 2 to Post-Effective
Amendment No. 29 to the Registration Statement on Form N-1A filed via EDGAR
on February 24, 1995 (File No. 2-55301).

4. (a) Form of stock certificate, incorporated by reference to Exhibit No. 4
to Post-Effective Amendment No. 22 to the Registration Statement on Form
N-1A filed on February 29, 1988 (File No. 2-55301).

(b) Instruments defining rights of shareholders incorporated by reference
to Exhibits 1(a), 1(b) and 2 to Post-Effective Amendment No. 28 to this
Registration Statement on Form N-1A filed on February 17, 1993 (File No.
2-55301).

5. (a) Management Agreement between the Registrant and Prudential Mutual Fund
Management, Inc., incorporated by reference to Exhibit No. 5(a) to
Post-Effective Amendment No. 23 to the Registration Statement on Form N-1A
filed on May 1, 1989 (File No. 2-55301).

(b) Subadvisory Agreement between Prudential Mutual Fund Management, Inc.
and The Prudential Investment Corporation, incorporated by reference to
Exhibit No. 5(b) to Post-Effective Amendment No. 23 to the Registration
Statement on Form N-1A filed on May 1, 1989 (File No. 2-55301).

6. (a) Distribution Agreement between the Registrant and Prudential Mutual
Fund Distributors, Inc., incorporated by reference to Exhibit No. 6 to
Post-Effective Amendment No. 23 to the Registration Statement on Form N-1A
filed on May 1, 1989 (File No. 2-55301).

(b) Amended and Restated Distribution Agreement between the Registrant and
Prudential Mutual Fund Distributors, Inc., incorporated by reference to
Exhibit No. 6(b) to Post-Effective Amendment No. 28 to the Registration
Statement on Form N-1A filed on February 17, 1994 (File No. 2-55301).

(c) Form of Distribution Agreement for Class Z shares, incorporated by
reference to Exhibit No. 6(c) to Post-Effective Amendment No. 30 to the
Registration Statement on Form N-1A filed via EDGAR on October 31, 1995
(File No. 2-55301).

(d) Amendment to Distribution Agreements.*

8. Custodian Contract with State Street Bank and Trust Company, incorporated
by reference to Exhibit No. 8 to Post-Effective Amendment No. 25 to the
Registration Statement on Form N-1A filed on April 12, 1991 (File No.
2-55301).

9. Transfer Agency and Service Agreement, incorporated by reference to Exhibit
No. 9(a) to Post-Effective Amendment No. 22 to the Registration Statement
on Form N-1A filed on February 29, 1988 (File No. 2-55301).

10. (a) Opinion of Gardner, Carton & Douglas, incorporated by reference to
Exhibit No. 3(b) to Post-Effective Amendment No. 9 to the Registration
Statement on Form N-1A (File No. 2-55301).

(b) Opinion of Gardner, Carton & Douglas, incorporated by reference to
Exhibit No. 10(b) to Post-Effective Amendment No. 27 to the Registration
Statement on Form N-1A (File No. 2-55301).

(c) Opinion of Gardner, Carton & Douglas, incorporated by reference to
Exhibit No. 10(c) to Post-Effective Amendment No. 29 to the Registration
Statement on Form N-1A filed via EDGAR on February 24, 1995 (File No.
2-55301).

<PAGE>

11. Consent of Independent Accountants.*

15. (a) Plan of Distribution, incorporated by reference to Exhibit No. 15 to
Post-Effective Amendment No. 23 to the Registration Statement on Form N-1A
filed on May 1, 1989 (File No. 2-55301).

(b) Distribution and Service Plan between the Registrant and Prudential
Mutual Fund Distributors, Inc., incorporated by reference to Exhibit No.
15(b) to Post-Effective Amendment No. 28 on Form N-1A filed on February 17,
1994 (File No. 2-55301).

17. Financial Data Schedule.*

18. Rule 18f-3 Plan, incorporated by reference to Exhibit No. 18 to
Post-Effective Amendment No. 30 to the Registration Statement on Form N-1A
filed via EDGAR on October 31, 1995 (File No. 2-55301).

- ----------

*Filed herewith.

Articles of Incorporation

The Money Market Fund, Inc.

For the purpose of forming a corporation for one or more lawful
purposes under the provisions of ARTICLE 23 of the Annotated Code of Maryland
(hereinafter sometimes referred to as the "General Corporation Law"), the
natural person hereinafter named as the person acting as the incorporator of the
said corporation does hereby adopt and sign the following Articles of
Incorporation of the Corporation and does hereby acknowledge that his adoption
and signing thereof is his act:

FIRST: A. The name of the incorporator is Scott M. Feldman and his post
office address is 48 Wall Street, New York, New York 10005.

B. The said incorporator is more than 18 years of age.

C. The said incorporator is forming the corporation named in these
Articles of Incorporation under the general laws of the State of
Maryland.

SECOND: The name of the Corporation is

The Money Market Fund, Inc.

THIRD: The Corporation is formed for the following purposes:

1. To conduct, operate and carry on the business of an investment
company.

2. To purchase or otherwise acquire, invest and reinvest, or otherwise
place the funds of the Corporation, in, own, hold, sell, or otherwise
dispose of securities or any interests therein.

3. To exercise any and all rights, powers or privileges with reference to
such business or incident to ownership or interest in respect of such
funds or securities owned by it or in which it has any interest.

<PAGE>

4. To do any and all acts and things and to exercise any further powers
as may seem necessary, appropriate or desirable for the accomplishment
of the foregoing objects or purposes.

The foregoing provisions of this Article THIRD shall be construed both as
purposes and powers and each as an independent purpose and power. The foregoing
enumeration of specific purposes and powers shall not be held to limit or
restrict in any manner the purposes and powers of the Corporation, and the
purposes and powers herein specified shall be in no wise limited or restricted
by reference to, or inference from, the terms of any provision of this or any
other Article of these Articles of Incorporation; provided, that the Corporation
shall not conduct any business, promote any purpose, or exercise any power or
privilege within or without the State of Maryland which, under the laws thereof,
the Corporation may not lawfully conduct, promote, or exercise.

FOURTH: The post-office address of the principal office of the Corporation
within the State of Maryland is c/o The Corporation Trust Incorporated, First
Maryland Building, 25 South Charles Street, Baltimore, Maryland 21201.

The name and the post-office address of the resident agent of the
Corporation within the State of Maryland are The Corporation Trust Incorporated,
First Maryland Building, 25 South Charles Street, Baltimore, Maryland 21201. The
said resident agent is incorporated under the laws of the State of Maryland.

FIFTH:

A. The total number of shares which the Corporation has authority to issue
is 500,000,000 shares of capital stock of the par value of ten cents ($.10) each
all of one class, having an aggregate par value of $50,000,000.

B. Each share of the capital stock of the Corporation shall be subject to
the following provisions:

1. Each holder of the capital stock of the Corporation, upon written
request in proper form to the Corporation accompanied, in the case of
shares for which certificates

-2-
<PAGE>

have been issued, by surrender of the appropriate stock certificate or
certificates in proper form for transfer, shall be entitled to require
the Corporation to redeem all or any part of the shares of capital
stock standing in the name of such holder on the books of the
Corporation, at a redemption price equal to the net asset value of
such shares determined as hereinafter set forth and as fixed by
resolution of the Board of Directors of the Corporation from time to
time.

2. In addition, (a) the Board of Directors is hereby empowered to
authorize the purchase by the Corporation, either directly or through
an agent, of shares of the capital stock of the Corporation (upon such
terms and conditions and for such consideration as the Board of
Directors shall deem advisable) out of funds legally available
therefor at prices not in excess of their net asset value, determined
by the net asset value used in the calculation of the retail offering
price of shares of the Corporation, at the time such shares are
purchased, and to take all other steps deemed necessary or advisable
in connection therewith, if and as fixed by the resolution of the
Board of Directors of the Corporation from time to time and (b) the
Board of Directors is hereby empowered to authorize the Corporation to
require the redemption of all or any part of the outstanding shares
upon such terms and conditions as the Board of Directors shall deem
advisable, out of funds legally available therefor, at net asset value
determined as hereinafter set forth and to take all other steps deemed
necessary or advisable in connection therewith, if and as fixed by the
resolution of the Board of Directors of the Corporation from time to
time.

3. Notwithstanding paragraph B(1) of this Article FIFTH, the Board of
Directors of the Corporation may suspend the right of the holders of
the capital stock of the Corporation to require the Corporation to
redeem shares of such capital stock or may suspend any voluntary
purchases of such capital stock:

-3-
<PAGE>

(a) for any period (i) during which the New York Stock Exchange
is closed other than the customary week-end and holiday closings, or
(ii) during which trading on the New York Stock Exchange is
restricted;

(b) for any period during which an emergency, as defined by the
rules of the Securities and Exchange Commission or any successor
thereto, exists as a result of which (i) disposal by the Corporation
of securities owned by it is not reasonably practicable, or (ii) it is
not reasonably practicable for the Corporation fairly to determine the
value of its net assets; or

(c) for such other periods as the Securities and Exchange
Commission or any successor thereto may by order permit for the
protection of security holders of the Corporation.

4. All shares of the capital stock of the Corporation now or hereafter
authorized shall be subject to redemption and redeemable at the option
of the shareowner, in the sense used in the General Corporation Law,
at the redemption price for any such shares, determined in the manner
set out in these Articles of Incorporation or in any amendment
thereto. In the absence of any specification as to the purposes for
which shares of the capital stock of the Corporation are redeemed or
repurchased by it, all shares so redeemed or repurchased shall be
deemed to be acquired for retirement in the sense contemplated by the
laws of the State of Maryland and the number of the authorized shares
of the capital stock of the Corporation shall not be reduced by the
number of any shares redeemed or repurchased by it.

5. The net asset value of each share of capital stock of the Corporation
with respect to which redemption is requested by a shareowner pursuant
to the provisions of paragraph B.1 of Article FIFTH of these Articles
of Incorporation or is requested by the Corporation pursuant to B.2(b)
of said Article FIFTH shall be determined as of the close of business
on the first full business day on which the New York Stock Exchange is
open next succeeding the date on which such capital stock is

-4-
<PAGE>

surrendered by the shareowner or such other time or times as may be
established by the Board of Directors in its absolute discretion, in
accordance with any provision of the Investment Company Act of 1940,
any rule or regulation thereunder, or any rule or regulation made or
adopted by any securities association registration under the
Securities Exchange Act of 1934; provided that if the Board of
Directors so determines, in determining net asset value for such
purposes there may be deducted from the market value of all securities
listed or traded in on any exchange brokerage charges, stamp taxes and
odd-lot premiums substantially at the rates that would be applicable
if such securities were then being sold.

6. The Corporation may issue and sell its shares in such amounts, on such
terms and conditions, for such purposes and for such consideration now
or hereafter permitted by the laws of Maryland, by these Articles of
Incorporation and by the Investment Company Act of 1940 as its Board
of Directors may determine; provided, however, that, except upon
conversion of outstanding convertible securities or in connection with
a merger, consolidation, acquisition of substantially all of the
assets of another corporation or other organization, the consideration
per share to be received by the Corporation upon the sale of any
shares of its capital stock shall not be less than the net asset value
per share of such capital stock outstanding at the time as of which
the computation of such net asset value shall be made. The net asset
value of each share of the capital stock of the Corporation for the
purpose of the issue of such capital stock shall be determined either
as of the close of business on the last business day on which the New
York Stock Exchange was open next preceding the date on which a
subscription to such stock was accepted by the Corporation, or in
accordance with any provision of the Investment Company Act of 1940,
any rule or regulation

-5-
<PAGE>

thereunder, or any rule or regulation made or adopted by any
securities association registered under the Securities Exchange Act of
1934.

7. Payment of the redemption price of capital stock of the Corporation
with respect to which redemption is requested by a shareowner pursuant
to the provisions of paragraph B.1. of Article FIFTH of these Articles
of Incorporation or redemption is requested by the Corporation
pursuant to paragraph B.2(b) of said Article FIFTH, as the case may
be, shall, subject to paragraph B.3. of said Article FIFTH, be made by
the Corporation within seven days after receipt of the shareowner's
request for redemption by the Corporation or after the deposit of the
request for redemption by the Corporation, as the case may be. Any
such payment may be made in whole or in part, in portfolio securities,
or in cash, as the Board of Directors shall deem advisable, and no
shareowner shall have the right, other than as determined by the Board
of Directors, to have his shares redeemed in portfolio securities.

C. "Net asset value" of any share of the Corporation outstanding (exclusive
of treasury stock) shall be determined as required by the Investment Company Act
of 1940 and pursuant to valuation methods determined by Directors which are not
prohibited by such Act.

D. The Corporation may issue fractional shares of its capital stock, which
shall be entitled to the same proportionate rights as whole shares of their
class, provided, however, that the Corporation shall not be required to issue
share certificates for such fractional shares.

E. Notwithstanding any provision of law requiring any action to be taken or
authorized by the affirmative vote of the holders of a designated proportion
greater than a majority of the shares or votes entitled to be cast, such action
shall be effective and valid if taken or authorized by the affirmative vote of
the holders of a majority of the total number of shares outstanding and entitled
to vote thereon pursuant to the provisions of these Articles of Incorporation.

-6-
<PAGE>

F. No holder of stock of the Corporation shall, as such holder, have any
right to purchase or subscribe for any shares of the capital stock of the
Corporation of any class which it may issue or sell (whether out of the number
of shares authorized by the Articles of Incorporation, or out of any shares of
the capital stock of the Corporation acquired by it after the issue thereof, or
otherwise) other than such right, if any, as the Board of Directors, in its
discretion, may determine.

G. All persons who shall acquire stock in the Corporation shall acquire the
same subject to the provisions of these Articles of Incorporation.

SIXTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation, and for
creating, defining, limiting and regulating the powers of the Corporation, the
directors and the shareowners:

A. The Board of Directors shall have the management and control of the
property, business and affairs of the Corporation, and is hereby vested with all
the powers possessed by the Corporation itself so far as is not inconsistent
with law or these Articles of Incorporation. In furtherance and without
limitation of the foregoing provisions, it is expressly declared that, subject
to these Articles of Incorporation, the Board of Directors shall have power:

1. To make, alter, amend or repeal from time to time By-Laws of the
Corporation except as such power may otherwise be limited in the
By-Laws.

2. To authorize the purchase of shares of the Corporation in the open
market or otherwise and to authorize the redemption of shares of the
Corporation, at prices not in excess of their net asset value,
provided the Corporation has assets legally available for such
purpose, and to pay for such shares in cash, securities or other
assets then held or owned by the Corporation.

3. To determine, as provided herein, or if provision is not made herein,
in accordance with generally accepted accounting principles, what
constitutes annual or other net profits, total assets and the net
asset value of the shares of the Corporation; from time to time to fix
and vary the amount to be reserved as

-7-
<PAGE>

working capital; to set apart out of any surplus of the Corporation
such reserves in such amounts and for such proper purposes as it shall
determine and to abolish any such reserves or any part thereof.

4. To distribute dividends from funds legally available therefor in such
amounts, if any, and in such manner and to the shareowners of record
as of such date, as the Board of Directors may determine.

5. To determine in their discretion the manner and purposes of the
allocation of brokerage commissions to be paid by the Corporation and
the selection of the brokers and dealers that shall receive or share
directly or indirectly in any such commissions and the basis of such
receiving or sharing therein, including, but not limited to, sales of
shares of the Corporation and any other corporations having the same
investment adviser and statistical and other information and wire and
other services provided to the Corporation or the administrator.

B. The Corporation may enter into advisory contracts, supervisory
contracts, administration and distribution contracts and other contracts with,
and may otherwise do business with, the Continental Illinois National Bank and
Trust Company of Chicago and Bache & Co. Incorporated, or other managers,
sponsors, administrators and distributors notwithstanding that the Board of
Directors of the Corporation may be composed in part of directors, officers or
employees of said bank and trust company or said corporation or other managers,
sponsors or administrators and distributors, or their affiliates, successors or
assigns and officers of the Corporation may have been or may be or become
directors, officers or employees of said bank and trust company or said
corporation or other managers and sponsors or administrators and distributors or
their affiliates, successors or assigns and notwithstanding that said bank and
trust company or said corporation or other managers, sponsors or administrators
and distributors or their affiliates, successors or assigns may act as managers
or sponsors, administrators and distributors for other investment companies
investing in securities similar to or identical with those owned by the
Corporation and may at or about the same time recommend, purchase or sell

-8-
<PAGE>

the same securities for the Corporation and such other investment companies, and
in the absence of fraud the Corporation and said bank and trust company and said
corporation or other managers, sponsors or administrators and distributors and
their affiliates, successors and assigns may deal freely with each other, and
such advisory contract, supervisory contract, administration and distribution
contract, or any other contract or transaction between the Corporation and said
bank and trust company or said corporation or other managers, sponsors or
administrators and distributors or their affiliates, successors or assigns shall
not be invalidated or in any manner affected thereby, nor shall any director or
officer of the Corporation be liable to the Corporation or to any shareowner or
creditor thereof or to any other person for any loss incurred by it or him under
or by reason of any such contract or transaction; provided that nothing herein
shall protect any director or officer of the Corporation against any liability
to the Corporation or to its security holders to which he would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office; and
provided always that such contract or transaction shall have been on terms that
were not unfair at the time at which it was entered into.

C. Except as required by law, the holders of shares of the Corporation
shall have only such right to inspect the records, documents, accounts and books
of the Corporation as may be granted by the Board of Directors of the
Corporation.

SEVENTH: The initial By-Laws of the Corporation shall be adopted by the
Board of Directors at their organizational meeting. The Board of Directors shall
have power insofar as permitted by law to make, alter, amend, and repeal the
By-Laws of the Corporation. The Corporation reserves the right to amend, alter,
change, add to or repeal any provision contained in these Articles of
Incorporation in the manner now or hereafter prescribed by statute, and all
rights and powers conferred by these Articles of Incorporation on stockholders,
directors and officers are granted subject to this reservation.

-9-
<PAGE>

EIGHTH: A. The number of directors of the Corporation, until such number
shall be increased or decreased pursuant to the By-Laws of the Corporation, is
five. The number of directors shall never be less than the number prescribed by
the General Corporation Law.

B. The names of the persons who shall act as directors of the Corporation
until the first annual meeting of the shareowners of the Corporation and until
their successors are duly elected and qualify are as follows:

Charles P. Bowen, Jr.
Robert P. Reuss
J. Frederick Rives
John B. Pelling
John C. Davis

TENTH: As used in these Articles of Incorporation, the term "shareowner"
shall mean "stockholder" as the latter term is used in the General Corporation
Law.

IN WITNESS WHEREOF, I have adopted and signed these Articles of
Incorporation and do hereby acknowledge that the adoption and signing is my act.

Dated: December 19, 1975

/s/ SCOTT M. FELDMAN
----------------------------
Scott M. Feldman

Filed in Maryland on , 1975

-10-
<PAGE>

THE MONEY MARKET FUND, INC.

ARTICLES OF AMENDMENT

THE MONEY MARKET FUND, INC., a Maryland corporation having its principal
office in Baltimore City, Maryland (hereinafter called the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of
Maryland, that:

FIRST: The charter of the Corporation is hereby amended by striking out
Article Second of the Articles of Incorporation and inserting in lieu thereof
the following:

"SECOND: The name of the Corporation is MoneyMart Assets Inc."

SECOND: There being no stock of the Corporation outstanding or subscribed
for entitled to be voted on the charter amendment and the organization meeting
of the board of directors of the Corporation having previously been held, the
board of directors of the Corporation at a meeting held on March 31, 1976, duly
adopted a resolution which approved the foregoing amendment to the charter in
accordance with the provisions of Section 2-603(a) and (c) of Corporations and
Associations Article of the Annotated Code of Maryland.

IN WITNESS WHEREOF, THE MONEY MARKET FUND, INC. has caused these presents
to be signed in its name and on its behalf by its President and attested by its
Secretary on March 31, 1976.

THE MONEY MARKET FUND, INC.

By /s/ J. FREDERICK RIVES
----------------------------
J. Frederick Rives
President

ATTEST:

/s/ ROBERT I. FLOM
- ----------------------
Robert I. Flom
Secretary

<PAGE>

THE UNDERSIGNED, President of THE MONEY MARKET FUND, INC., who executed on
behalf of said Corporation the foregoing Articles of Amendment, of which this
certificate is made a part, hereby acknowledges, in the name and on behalf of
said Corporation, the foregoing Articles of Amendment to be the corporate act of
said Corporation and further certifies that, to the best of his knowledge,
information and belief, the matters and facts set forth therein with respect to
the approval thereof are true in all material respects, under the penalties of
perjury.

/s/ J. FREDERICK RIVES
----------------------------
J. Frederick Rives

<PAGE>

MONEYMART ASSETS INC.

ARTICLES OF AMENDMENT

MONEYMART ASSETS INC., a Maryland corporation having its principal office
in Baltimore City, Maryland (hereinafter called the Corporation), hereby
certifies to the State Department of Assessments and Taxation of Maryland, that:

FIRST: The charter of the Corporation is hereby amended by striking out
Subsection A of Article Fifth of the Articles of Incorporation, as heretofore
amended, and inserting in lieu thereof the following:

"FIFTH: A. The total number of shares which the Corporation
has authority to issue is 1,000,000,000 shares of capital
stock of the par value of ten cents ($.10) each all of one
class, having an aggregate par value of $100,000,000."

SECOND: The board of directors of the Corporation on March 1, 1979, duly
adopted a resolution in which was set forth the foregoing amendment to the
charter, declaring that the said amendment of the charter as proposed was
advisable and directing that it be submitted for action thereon by the
stockholders of the Corporation at the annual meeting to be held on April 18,
1979.

THIRD: Notice setting forth a summary of the changes to be effected by said
amendment of the charter and stating that a purpose of the meeting of the
stockholders would be to take action thereon, was given, as required by law, to
all stockholders entitled to vote thereon.

FOURTH: The amendment of the charter of the Corporation as hereinabove set
forth has been duly advised by the board of directors and approved by the
stockholders of the Corporation.

FIFTH: (a) The total number of shares of stock which the Corporation was
heretofore authorized to issue is 500,000,000, all of which are shares of Common
Stock of the par value of ten cents ($.10) each and of the aggregate par value
of $50,000,000.

<PAGE>

(b) The total number of shares of stock is increased by this amendment to
1,000,000,000 shares, all of which are shares of Common Stock of the par value
of ten cents ($.10) each and of the aggregate par value of $100,000,000.

IN WITNESS WHEREOF, MONEYMART ASSETS INC., has caused these presents to be
signed in its name and on its behalf by its President and attested by its
Secretary on April 18, 1979.

MONEYMART ASSETS INC.

By /s/ SIDNEY M. SPIELVOGEL
----------------------------
President
Sidney M. Spielvogel

Attest:

/s/ PAUL H. DYKSTRA
- -----------------------
Paul H. Dykstra
Secretary

THE UNDERSIGNED, President of MONEYMART ASSETS INC., who executed on behalf
of said corporation the foregoing Articles of Amendment, of which this
certificate is made a part, hereby acknowledges, in the name and on behalf of
said corporation, the foregoing Articles of Amendment to be the corporate act of
said corporation and further certifies that, to the best of his knowledge,
information and belief, the matters and facts set forth therein with respect to
the approval thereof are true in all material respects, under the penalties of
perjury.

/s/ SIDNEY M. SPIELVOGEL
----------------------------
Sidney M. Spielvogel

2
<PAGE>

MONEYMART ASSETS INC.

ARTICLES OF AMENDMENT

"FIFTH: A. The total number of shares which the Corporation
has authority to issue is 5,000,000,000 shares of capital
stock of the par value of ten cents ($.10) each all of one
class, having an aggregate par value of $500,000,000."

SECOND: The board of directors of the Corporation on July 25, 1979, duly
adopted a resolution in which was set forth the foregoing amendment to the
charter, declaring that the said amendment of the charter as proposed was
advisable and directing that it be submitted for action thereon by the
stockholders of the Corporation at the Special Meeting to be held on September
24, 1979.

FOURTH: The amendment of the charter of the Corporation as hereinabove set
forth has been duly advised by the board of directors and approved by the
stockholders of the Corporation.

FIFTH: (a) The total number of shares of stock which the Corporation was
heretofore authorized to issue is 1,000,000,000, all of which are shares of
Common Stock of the par value of ten cents ($.10) each and of the aggregate par
value of $100,000,000.

<PAGE>

(b) The total number of shares of stock is increased by this amendment to
5,000,000,000 shares, all of which are shares of Common Stock of the par value
of ten cents ($.10) per share and of the aggregate par value of $500,000,000.

IN WITNESS WHEREOF, MONEYMART ASSETS INC., has caused these presents to be
signed in its name and on its behalf by its President and attested by its
Secretary on September 24, 1979.

MONEYMART ASSETS INC.

By /s/ SIDNEY M. SPIELVOGEL
----------------------------
President
Sidney M. Spielvogel

Attest:

/s/ ROBERT H. WADSWORTH
- -----------------------
Robert H. Wadsworth
Secretary

THE UNDERSIGNED, President of MONEYMART ASSETS INC., who executed on
behalf of said Corporation the foregoing Articles of Amendment, of which this
certificate is made a part, hereby acknowledges, in the name and on behalf of
said corporation, the foregoing Articles of Amendment to be the corporate act of
said Corporation and further certifies that, to the best of his knowledge,
information and belief, the matters and facts set forth therein with respect to
the approval thereof are true in all material respects, under the penalties of
perjury.

/s/ SIDNEY M. SPIELVOGEL
----------------------------
Sidney M. Spielvogel

2
<PAGE>

MONEYMART ASSETS INC.

ARTICLES OF AMENDMENT

FIRST: The Articles of Incorporation of the Corporation are hereby amended
by striking out Subsection A of Article Fifth of the Articles of Incorporation,
as heretofore amended, and inserting in lieu thereof the following:

"FIFTH: A. The total number of shares which the Corporation
has authority to issue is 5,000,000,000 shares of capital
stock of the par value of ten cents ($.10) per share, having
an aggregate par value of $500,000,000. The Board of
Directors of the Corporation is authorized, from time to
time, to classify or to reclassify, as the case may be, any
unissued shares of stock of the Corporation."

SECOND: The Board of Directors of the Corporation on February 27, 1981,
duly adopted by unanimous written consent pursuant to Section 2-408 of
Corporations and Associations Article of the Annotated Code of Maryland, a
resolution in which was set forth the foregoing amendment to the Articles of
Incorporation, declaring that said amendment to the Articles of Incorporation as
proposed was advisable and directing that it be submitted for action thereon by
the stockholders of the Corporation at the annual meeting of stockholders to be
held on April 15, 1981.

THIRD: Notice setting forth a summary of the changes to be effected by said
amendment to the Articles of Incorporation and stating that a purpose of the
annual meeting of the stockholders would be to take action thereon, was given,
as required by law, to all stockholders entitled to vote thereon.

FOURTH: The amendment of the Articles of Incorporation of the Corporation
as hereinabove set forth has been duly advised by the Board of Directors and
approved by a vote of the stockholders of the Corporation.

<PAGE>

IN WITNESS WHEREOF, MONEYMART ASSETS INC. has caused these presents to be
signed in its name and on its behalf by its President and attested by its
Secretary on April 15, 1981.

MONEYMART ASSETS INC.

By: /s/ SIDNEY M. SPIELVOGEL
----------------------------
Sidney M. Spielvogel,
President

Attest:

/s/ DENIS J. DOOLEY II
- -----------------------
Denis J. Dooley II,
Secretary

THE UNDERSIGNED, President of MONEYMART ASSETS INC., who executed on behalf
of said Corporation the foregoing Articles of Amendment, of which this
certificate is made a part, hereby acknowledges, in the name and on behalf of
said Corporation, the foregoing Articles of Amendment to be the corporate act of
said Corporation and further certifies that, to the best of his knowledge,
information and belief, the matters and facts set forth therein with respect to
the approval thereof are true in all material respects, under the penalties of
perjury.

/s/ SIDNEY M. SPIELVOGEL
----------------------------
Sidney M. Spielvogel

2
<PAGE>

MONEYMART ASSETS INC.

ARTICLES OF AMENDMENT

*****

WHEREAS, heretofore the Corporation was authorized to issue 5,000,000,000
shares of capital stock, of the par value of ten cents ($.10) per share, having
an aggregate par value of $5,000,000;

NOW, THEREFORE:

"FIFTH: A. The total number of shares of stock which the
Corporation has authority to issue is 10,000,000,000 shares
of capital stock, of the par value of ten cents ($.10) per
share, having an aggregate par value of $1,000,000,000. The
Board of Directors of the Corporation is authorized, from
time to time, to classify or reclassify, as the case may be,
any unissued shares of stock of the Corporation."

SECOND: The Board of Directors of the Corporation on January 20, 1982, duly
adopted a resolution in which was set forth the foregoing amendment to the
Articles of Incorporation, declaring that said amendment to the Articles of
Incorporation as proposed was advisable and directing that it be submitted for
action thereon by the shareholders of the Corporation at the annual meeting of
shareholders to be held on April 21, 1982.

THIRD: Notice setting forth a summary of the changes to be effected by said
amendment to the Articles of Incorporation and stating a purpose of the annual
meeting of the shareholders would be to take action thereon, was given, as
required by law, to all shareholders entitled to vote thereon.

<PAGE>

FOURTH: The amendment of the Articles of Incorporation of the Corporation
as hereinabove set forth has been duly advised by the Board of Directors and
approved by a vote of the shareholders of the Corporation.

IN WITNESS WHEREOF, MONEYMART ASSETS INC. has caused these presents to be
signed in its name and on its behalf by its President and attested by its
Secretary on April 21, 1982.

MONEYMART ASSETS INC.

By /s/ SIDNEY M. SPIELVOGEL
----------------------------
Sidney M. Spielvogel,
President

Attest:

/s/ THOMAS J. PRESS
- -----------------------
Thomas J. Press,
Secretary

THE UNDERSIGNED, President of MONEYMART ASSETS INC., who executed on behalf
of said Corporation the foregoing Articles of Amendment, of which this
certificate is made a part, hereby acknowledges, in the name and on behalf of
said Corporation, the foregoing Articles of Amendment to be the corporate act of
said Corporation and further certifies that, to the best of his knowledge,
information and belief, the matters and facts set forth therein with respect to
the approval thereof are true in all material respects, under the penalties of
perjury.

/s/ SIDNEY M. SPIELVOGEL
----------------------------
Sidney M. Spielvogel

2
<PAGE>

ARTICLES OF AMENDMENT

MONEYMART ASSETS INC.

******

Pursuant to Section 2-607
of the Annotated Code of Maryland

******

MONEYMART ASSETS INC., a Maryland corporation having its principal office
in Baltimore City, Maryland (hereinafter called "the Corporation"), hereby
certifies to the Maryland Department of Assessments and Taxation that:

FIRST: The charter of the Corporation is hereby amended by striking out
Article Second of the Articles of Incorporation, and inserting in lieu thereof
the following:

SECOND: The name of the corporation is "PRUDENTIAL-BACHE
MONEYMART ASSETS INC."

SECOND: The Board of Directors of the Corporation on January 30, 1985, duly
adopted a resolution in which was set forth the foregoing amendment to the
Articles of Incorporation, declaring that said amendment to the Articles of
Incorporation as proposed was advisable and directing that it be submitted for
action thereon by the shareholders of the Corporation at the annual meeting of
shareholders to be held on April 24, 1985.

<PAGE>

IN WITNESS WHEREOF, the aforesaid corporation has caused these presents to
be signed in its name on its behalf by its President and its corporate seal to
be hereunto affixed and attested by its Secretary on April 24, 1985.

MONEYMART ASSETS INC.

By: /s/ SIDNEY M. SPIELVOGEL
----------------------------
Sidney M. Spielvogel
President

Attest:

/s/ S. JANE ROSE
- -----------------------
S. Jane Rose
Secretary

2
<PAGE>

STATE OF New York )
) SS:
COUNTY OF New York )

I HEREBY CERTIFY that on April 24, 1985, Sidney M. Spielvogel, before me
the subscriber, a Notary Public, personally appeared as President of MONEYMART
ASSETS INC., a Maryland corporation, and in the name and on behalf of the
Corporation acknowledged the foregoing Articles of Amendment and Restatement to
be the corporate act of the Corporation and further made oath in due form of law
that the matters and facts set forth in said Articles of Amendment and
Restatement with respect to the approval thereof are true to the best of his
knowledge, information and belief.

WITNESS my hand and notarial seal, the day and year last above written.

/s/ JANICE LORRAINE McCORMACK
----------------------------
Notary Public

(affix notary seal)

3
<PAGE>

ARTICLES OF AMENDMENT

MONEYMART ASSETS INC.

******

Pursuant to Section 2-607
of the Maryland General Corporation Law

******

PRUDENTIAL-BACHE MONEYMART ASSETS INC., a Maryland corporation having its
principal office in New York, New York (hereinafter called the "Corporation"),
hereby certifies to the Maryland Department of Assessments and Taxation that:

FIRST: The charter of the Corporation is hereby amended by striking out
Article SIXTH, Part B of the Articles of Incorporation and inserting in lieu
thereof the following:

B. A director or officer of the Corporation shall not
be liable to the Corporation or its shareowners for monetary
damages for breach of fiduciary duty as a director or
officer, except to the extent such exemption from liability
or limitation thereof is not permitted by law (including the
Investment Company Act of 1940) as currently in effect or as
the same may hereafter be amended. No amendment,
modification or repeal of the foregoing sentence shall
adversely affect any right or protection of a director or
officer that exists at the time of such amendment,
modification or repeal.

SECOND: The Board of Directors of the Corporation by unanimous written
consent on February 26, 1988 duly adopted a resolution in which was set forth
the foregoing amendment to the Articles of Incorporation, declaring that said
amendment to the Articles of Incorporation as proposed was advisable and
directing that it be submitted for action thereon by the stockholders of the
Corporation at the next annual meeting of stockholders, which was held on April
27, 1988.

<PAGE>

THIRD: Notice setting forth a summary of the changes to be effected by said
amendment to the Articles of Incorporation and stating that a purpose of the
annual meeting of the stockholders would be to take action thereon was given, as
required by law, to all stockholders entitled to vote thereon.

FOURTH: The amendment of the Articles of Incorporation of the Corporation
as hereinabove set forth has been duly advised by the Board of Directors and
approved by the stockholders of the Corporation.

IN WITNESS WHEREOF, the aforesaid Corporation has caused these presents to
be signed in its name on its behalf by its President and its corporate seal to
be hereunto affixed and attested by its Secretary on April 27, 1988.

PRUDENTIAL-BACHE MONEYMART
ASSETS INC.

By: /s/ LAWRENCE C. McQUADE
----------------------------
Lawrence C. McQuade
President

Attest:

/s/ S. JANE ROSE
- -----------------------
S. Jane Rose
Secretary

<PAGE>

STATE OF NEW YORK )
)
COUNTY OF NEW YORK )

The undersigned, President of PRUDENTIAL-BACHE MONEYMART ASSETS INC., who
executed on behalf of said corporation the foregoing amendment to the Articles
of Incorporation of which this certificate is made a part, hereby acknowledges
in the name and on behalf of said corporation, the foregoing amendment to the
Articles of Incorporation to be the corporate act of said corporation and
further certifies that, to the best of his knowledge, information and belief,
the matters and facts set forth therein with respect to the approval thereof are
true in all material respects, under the penalties of perjury.

/s/ LAWRENCE C. McQUADE
----------------------------
Lawrence C. McQuade

Sworn to before me on this
27th day of April, 1988

/s/ ANITA L. JENNINGS
- -----------------------
Notary Public

3
<PAGE>

ARTICLES SUPPLEMENTARY

PRUDENTIAL-BACHE MONEYMART ASSETS INC.

********

Pursuant to Section 2-208.1
of the Maryland General Corporation Law

********

PRUDENTIAL-BACHE MONEYMART ASSETS INC., a Maryland corporation having its
principal office in New York, New York (hereinafter called the Corporation),
hereby certifies to the Maryland Department of Assessments and Taxation that:

1. The Corporation is registered as an open-end company under the
Investment Company Act of 1940.

2. Heretofore the Corporation was authorized to issue 10,000,000,000 shares
of capital stock, of the par value of ten cents ($.10) per share, having an
aggregate par value of $1,000,000,000.

3. The Board of Directors of the Corporation on October 10, 1989, duly
adopted a resolution in accordance with Section 2-105(c) of the Maryland General
Corporation Law increasing the total number of shares of capital stock which the
Corporation has authority to issue.

4. Pursuant to the resolution adopted by the Board of Directors of the
Corporation on October 10, 1989, the Corporation is authorized to issue
15,000,000,000 shares of capital stock, of the par value of ten cents ($.10) per
share, having an aggregate par value of $1,500,000,000.

<PAGE>

IN WITNESS WHEREOF, PRUDENTIAL-BACHE MONEYMART ASSETS INC. has caused these
presents to be signed in its name and on its behalf by its President and
attested by its Secretary on December 18, 1989.

PRUDENTIAL-BACHE MONEYMART
ASSETS INC.

By: /s/ LAWRENCE C. McQUADE
----------------------------
Lawrence C. McQuade
President

Attest:

/s/ S. JANE ROSE
- -----------------------
S. Jane Rose
Secretary

2
<PAGE>

STATE OF NEW YORK )
)
COUNTY OF NEW YORK )

The undersigned, President of PRUDENTIAL-BACHE MONEYMART ASSETS INC., who
executed on behalf of said corporation the foregoing Articles Supplementary of
which this certificate is made a part, hereby acknowledges in the name and on
behalf of said corporation, the foregoing Articles Supplementary to be the
corporate act of said corporation and further certifies that, to the best of his
knowledge, information and belief, the matters and facts set forth therein with
respect to the approval thereof are true in all material respects, under the
penalties of perjury.

/s/ LAWRENCE C. McQUADE
----------------------------
Lawrence C. McQuade

Sworn to before me on this
18th day of December, 1989

/s/ ANITA L. WHELAN
- -----------------------
Notary Public

EXHIBIT 1(b)

PRUDENTIAL-BACHE MONEYMART ASSETS INC.

ARTICLES OF AMENDMENT
CHANGING NAMES OF CORPORATION AND OF CLASS
PURSUANT TO MGCL SECTION 2-605(B)

PRUDENTIAL-BACHE MONEYMART ASSETS INC., a Maryland corporation having its
principal offices in Baltimore, Maryland and New York, New York (the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:

FIRST: The Charter of the Corporation is hereby amended to provide that the
name of the Corporation is changed to "Prudential MoneyMart Assets, Inc." and to
provide that the designation of all of the authorized shares of Common Stock is
hereby amended to provide that such shares shall be "Class A" shares of Common
Stock.

SECOND: The amendment does not change the outstanding capital stock of the
Corporation or the aggregate par value thereof.

THIRD: The foregoing amendment to the Charter of the Corporation has been
approved by the Board of Directors and is limited to changes expressly permitted
by Section 2-605 of the Maryland General Corporation Law.

FOURTH: The Corporation is registered as an open-end company under the
Investment Company Act of 1940.

FIFTH: The foregoing amendment to the Charter of the Corporation shall
become effective at 8:59 a.m. on March 1, 1996.

<PAGE>

IN WITNESS WHEREOF, PRUDENTIAL-BACHE MONEYMART ASSETS INC. has caused these
presents to be signed in its name and on its behalf by its President and
attested by its Secretary on February 23, 1996.

PRUDENTIAL-BACHE MONEYMART
ASSETS INC.

/s/ RICHARD A. REDEKER
By: ___________________________________
Richard A. Redeker
President

Attest:

/s/ S. JANE ROSE
________________________________
S. Jane Rose
Secretary

The undersigned, President of PRUDENTIAL-BACHE MONEYMART ASSETS INC., who
executed on behalf of said corporation the foregoing Articles of Amendment to
the Charter of which this certificate is made a part, hereby acknowledges in the
name and on behalf of said corporation, the foregoing amendments to the Charter
to be the corporate act of said corporation and further certifies that, to the
best of his knowledge, information and belief, the matters and facts set forth
therein with respect to the approval thereof are true in all material respects,
under the penalties of perjury.

/s/ RICHARD A. REDEKER
By: ___________________________________
Richard A. Redeker
President

EXHIBIT 1(c)

PRUDENTIAL-BACHE MONEYMART ASSETS INC.

ARTICLES SUPPLEMENTARY
CLASSIFYING AUTHORIZED STOCK

Prudential-Bache MoneyMart Assets Inc. (to be known as Prudential MoneyMart
Assets, Inc. effective March 1, 1996), a Maryland corporation, having its
principal offices in Baltimore City, Maryland (hereinafter called the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:

FIRST: Pursuant to authority expressly granted by Article Fifth of the
Articles of Incorporation of the Corporation, as amended from time to time (the
"Charter"), the Board of Directors has duly classified 13,000,000,000 of
authorized but unissued shares of the Corporation's Common Stock (including all
outstanding shares) as Class A Common Stock and has classified the remaining
2,000,000,000 authorized but unissued shares as shares of Class Z Common Stock.
The Class Z Common Stock shall represent the same interest in the Corporation
and have identical voting, dividend, liquidation, and other rights with the
Class A Common Stock of the Corporation; provided, however, that notwithstanding
anything in the Charter of the Corporation to the contrary:

(1) Expenses related solely to a particular Class of Common Stock
(including, without limitation, distribution expenses under a Rule 12b-1
plan and administrative expenses under an administration or service
agreement, plan or other arrangement, however designated) shall be borne by
that Class, shall be appropriately reflected (in the manner determined by
the Board of Directors) in the net asset value, dividends, distribution and
liquidation rights of the shares of that Class, and shall be described in
the prospectus or statement of additional information for such Class as and
to the extent required by the Investment Company Act of 1940, as amended,
and the rules and regulations thereunder. As of the date hereof, the Class
Z shares shall not be subject to any Rule 12b-1 distribution fees.

(2) As to any matter with respect to which a separate vote of any
Class is required by the Investment Company Act (including, without
limitation, approval of any Rule 12b-1 plan, agreement or other arrangement
referred to in subsection (1) above), such requirement as to a separate
vote by that Class shall apply in lieu of any voting requirements
established by the Maryland General Corporation Law. As to any matter which
does not affect the interest of the Class Z Common Stock, only the holders
of shares of the affected Class or Classes shall be entitled to vote.

SECOND: The Corporation is registered as an open-end investment company
under the Investment Company Act of 1940.

THIRD: These Articles Supplementary do not change the aggregate number of
authorized shares of Common Stock or the aggregate par value thereof.

<PAGE>

FOURTH: These Articles Supplementary shall become effective at 9:00 a.m. on
March 1, 1996.

IN WITNESS WHEREOF, Prudential-Bache MoneyMart Assets Inc. has caused these
presents to be signed in its name and on its behalf by its President and
witnessed by its Secretary on February 23, 1996.

WITNESS: PRUDENTIAL-BACHE MONEYMART
ASSETS INC.

/s/ S. JANE ROSE /s/ RICHARD A. REDEKER
________________________________ By: ____________________________________
S. Jane Rose, Secretary Richard A. Redeker, President

THE UNDERSIGNED, President of Prudential-Bache MoneyMart Assets Inc., who
executed on behalf of the Corporation Articles Supplementary of which this
Certificate is made a part, hereby acknowledges in the name and on behalf of
said Corporation the foregoing Articles Supplementary to be the corporate act of
said Corporation and hereby certifies that the matters and facts set forth
herein with respect to the authorization and approval thereof are true in all
material respects under the penalties of perjury.

/s/ RICHARD A. REDEKER
By: ____________________________________
Richard A. Redeker, President

EXHIBIT 6(d)

Amendment to Distribution Agreements

The Distribution Agreements between Prudential Mutual Fund Distributors,
Inc. and each of the Funds listed below are hereby transferred to Prudential
Securities Incorporated effective January 1, 1996.

Name of Fund Date of Agreement
- ------------ -----------------
The BlackRock Government Income Trust August 30, 1991 and amended
(Class A) and restated on April 12, 1995

Command Government Fund September 15, 1988 and
amended and restated on
April 12, 1995

Command Money Fund September 15, 1988 and
amended and restated on
April 12, 1995

Command Tax-Free Money Fund September 15, 1988 and
amended and restated on
April 12, 1995

Global Utility Fund, Inc. February 4, 1991 and
(Class A) amended and restated on
July 1, 1993, August 1, 1994
and May 4, 1995

Nicholas-Applegate Fund, Inc. August 1, 1994 and amended
(Class A) and restated on May 12, 1995

Nicholas-Applegate Growth Equity Fund

Prudential Allocation Fund January 22, 1990 and
(Class A) amended and restated on
August 1, 1994 and
Strategy Portfolio May 3, 1995
Balanced Portfolio

<PAGE>

Prudential California Municipal Fund August 1, 1994 and amended
(Class A) and restated on May 5, 1995

California Income Series
California Series

Prudential California Municipal Fund February 10, 1989 and
amended and restated on
California Money Market Series July 1, 1993 and May 5, 1995

Prudential Diversified Bond Fund, Inc. January 3, 1995 and amended
(Class A) and restated on June 13, 1995

Prudential Equity Fund, Inc. August 1, 1994 and amended
(Class A) and restated on May 5, 1995

Prudential Equity Income Fund August 1, 1994 and amended
(Class A) and restated on May 3, 1995

Prudential Europe Growth Fund, Inc. July 11, 1994 and amended
(Class A) and restated on June 13, 1995

Prudential Global Fund, Inc. August 1, 1994 and amended
(Class A) and restated on June 5, 1995

Prudential Global Genesis Fund, Inc. August 1, 1994 and amended
(Class A) and restated on May 3, 1995

Prudential Global Natural Resources Fund, Inc. August 1, 1994 and amended
(Class A) and restated on May 3, 1995

Prudential Government Income Fund, Inc. January 22, 1990 and
(Class A) amended and restated on
April 13, 1995

Prudential Government Securities Trust November 20, 1990 and
Money Market Series amended and restated on
U.S. Treasury Money Market Series July 1, 1993, May 2, 1995
and August 1, 1995

Prudential Growth Opportunity Fund, Inc. January 22, 1990 and
(Class A) amended and restated on
July 1, 1993, August 1, 1994
and May 2, 1995

<PAGE>

Prudential High Yield Fund, Inc. January 22, 1990 and
(Class A) amended and restated on
July 1, 1993, August 1, 1994
and May 2, 1995

Prudential Institutional Liquidity November 20, 1987 and
Portfolio, Inc. amended and restated on
Prudential Institutional Money Market Series July 1, 1993 and
April 11, 1995

Prudential Intermediate Global Income Fund, Inc. August 1, 1994 and amended
(Class A) and restated on May 10, 1995

Prudential MoneyMart Assets May 1, 1988 and amended
and restated on July 1, 1993
and May 10, 1995

Prudential Mortgage Income Fund, Inc. August 1, 1994 and amended
(Class A) and restated on May 5, 1995

Prudential Multi-Sector Fund, Inc. August 1, 1994 and amended
(Class A) and restated on May 3, 1995

Prudential Municipal Bond Fund August 1, 1994 and amended
(Class A) and restated on May 3, 1995

Insured Series
High Yield Series
Intermediate Series

Prudential Municipal Series Fund August 1, 1994 and amended
(Class A) and restated on May 5, 1995

Florida Series
Hawaii Income Series
Maryland Series
Massachusetts Series
Michigan Series
New Jersey Series
New York Series
North Carolina Series
Ohio Series
Pennsylvania Series

<PAGE>

Prudential Municipal Series Fund

Connecticut Money Market Series February 10, 1989 and
Massachusetts Money Market Series amended and restated on
New Jersey Money Market Series July 1, 1993 and May 5, 1995
New York Money Market Series

Prudential National Municipals Fund, Inc. January 22, 1990 and
(Class A) amended and restated on
July 1, 1993, August 1, 1994
and May 2, 1995

Prudential Pacific Growth Fund, Inc. August 1, 1994 and amended
(Class A) and restated on June 5, 1995

Prudential Global Limited Maturity Fund, Inc. August 1, 1994 and amended
(formerly Prudential Short-Term Global Income and restated on June 5, 1995
Fund Inc.)
(Class A)

Global Assets Portfolio
Limited Maturity Portfolio

Prudential Special Money Market Fund January 12, 1990 and
Money Market Series amended and restated on
April 12, 1995

Prudential Structured Maturity Fund, Inc. August 1, 1994 and amended
(Class A) and restated on June 14, 1995

Income Portfolio

Prudential Tax-Free Money Fund, Inc. May 2, 1988 and
amended and restated on
July 1, 1993, May 2, 1995 and
August 1, 1995

Prudential U. S. Government Fund August 1, 1994 and amended
(Class A) and restated on June 5, 1995

Prudential Utility Fund, Inc. August 1, 1994 and amended
(Class A) and restated on June 14, 1995

<PAGE>

EACH OF THE FUNDS LISTED ABOVE

By /s/ ROBERT F. GUNIA
----------------------------------------
Robert F. Gunia
Vice President

PRUDENTIAL MUTUAL FUND DISTRIBUTORS, INC.

By /s/ STEPHEN P. FISHER
-----------------------------------------
Stephen P. Fisher
Vice President

AGREED TO AND ACCEPTED BY:

PRUDENTIAL SECURITIES INCORPORATED

By /s/ BRENDAN BOYLE
- -------------------------------------
Brendan Boyle
Senior Vice President

CONSENT OF INDEPENDENT AUDITORS

We consent to the use in Post-Effective Amendment No. 32 to Registration
Statement No. 2-55301 of Prudential-Bache MoneyMart Assets Inc. of our report
dated February 6, 1996, appearing in the Statement of Additional Information,
which is a part of such Registration Statement, and to the references to us
under the headings "Financial Highlights" in the Prospectus, which is a part of
such Registration Statement, and "Custodian, Transfer and Dividend Disbursing
Agent and Independent Accountants" in the Statement of Additional Information.

Deloitte & Touche LLP
New York, New York
February 23, 1996

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<ARTICLE> 6
<CIK> 0000067590
<NAME> PRUDENTIAL MONEYMART ASSETS

<S> <C>
<PERIOD-TYPE> YEAR

<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 7,114,348,252
<INVESTMENTS-AT-VALUE> 7,114,348,252
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