PRUDENTIAL MONEYMART ASSETS INC, N-30D, 1997-03-10

PRUDENTIAL MONEYMART ASSETS INC
N-30D, 1997-03-10

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(ICON)

Prudential
MoneyMart
Assets, Inc.

ANNUAL
REPORT
Dec. 31, 1996

(LOGO)

<PAGE>

Prudential MoneyMart Assets, Inc.

Performance At A Glance.
Short-term interest rates fluctuated frequently in 1996 as
investors reacted to
conflicting reports that the economy was alternately
strengthening or
weakening. By year-end, slower growth prevailed with
interest rates slightly
lower than they were a year earlier. Throughout the period,
your Prudential
MoneyMart Assets fund pursued a moderate and steady course,
producing
attractive and competitive yields in the process while
maintaining our high
credit quality and stable $1 net asset value. On December
31, 1996 our 7-day
current yield was 4.69% for Class A shares compared to 4.82%
for the average
money market fund tracked by IBC Financial Data.

Fund Facts As of 12/31/96

<TABLE>
<CAPTION>
7-Day Net Asset
Weighted Avg. Total Net
Current Yld. Value
Mat. (WAM) Assets (mil.)
<S> <C> <C> <C>
<C>
Class A* 4.69% $1
55 Days $7,315
Class Z* 4.81 $1
55 Days $149
IBC Financial Data
Money Fund Avg. 4.82 $1
58 Days N/A
(General Purpose**)
</TABLE>

Note: Yields will fluctuate from time to time and past
performance is not
indicative of future results. 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.
*Class Z shares for the Fund became effective on March 1,
1996 with existing
shares of the Fund designated as Class A shares on that
date.
**This is the average 7-day current yield, NAV and WAM of
270 funds in the
International Business Communications Financial Data
general purpose money
fund category as of December 31, 1996.

Money Fund Yields Have Stabilized.
(CHART)

Weekly 7-day current yields of Prudential MoneyMart Assets
and the IBC
Financial Data general purpose money fund average. Past
performance is not
indicative of future results.

How Investments Compared.
(As of 12/31/96)
(CHART)

Source: Lipper Analytical Services. Financial markets
change, so a mutual
fund's past performance should never be used to predict
future results. The
risks to each of the investments listed above are different
- -- we provide
12-month total return averages for several Lipper mutual
fund categories to
show you that reaching for higher yields means tolerating
more risk. The
greater the risk, the larger the potential reward or loss.
In addition, we've
included historical 20-year average annual returns. These
returns assume the
reinvestment of dividends.

U.S. Growth Funds will fluctuate a great deal. Investors
have received higher
historical total returns from stocks than from most other
investments. Smaller
capitalization stocks offer greater potential for long-term
growth but may be
more volatile than larger capitalization stocks.

General Bond Funds provide more income than stock funds,
which can help smooth
out their total returns year by year. But their prices still
fluctuate
(sometimes significantly) and their returns have been
historically lower than
those of stock funds. Unlike bond funds, bonds, if held to
maturity, generally
offer a fixed rate of return and fixed principal value.

General Municipal Debt Funds invest in bonds issued by state
governments, state
agencies and/or municipalities. This investment provides
income that is usually
exempt from federal and state income taxes.

Money Market Funds attempt to preserve a constant share
value; they don't
fluctuate much in price but, historically, their returns
have been generally
among the lowest of the major investment categories.

<PAGE>

Joseph M. Tully, Fund Manager
(PICTURE)

Portfolio
Manager's Report
Prudential MoneyMart Assets seeks high current income
consistent with the
stability of capital and the maintenance of liquidity. The
Fund is a
diversified portfolio of high quality, U.S. dollar-
denominated money market
securities issued by the U.S. government and its agencies,
major corporations
and commercial banks of the U.S. and abroad. Maturities can
range from one day
to 13 months. We typically purchase only securities rated in
one of the two
highest categories by at least two major rating agencies or,
if not rated,
deemed to be of equivalent quality by our credit research
staff. There can be
no assurance that the Fund will achieve its financial
objective.

A Word
About Quality.
On December 31, 1996, substantially all of the portfolio's
investments were
rated at least Aa or Prime 2 by Moody's Investors Service;
AA or A-2 by
Standard & Poor's Ratings Group; and AA or D-2 by Duff &
Phelps Credit Rating
Company. Investments deemed to be of equivalent quality but
were not rated were
subject to ratification by the Board of Directors. Although
there can never be
a guarantee that our share price will remain at $1, we
follow a conservative,
quality-oriented investment approach to achieve that goal.

Strategy Session.
- ------------------------------------------------------------
- -------------
What A Ride.
The Federal Reserve adjusts the Federal Funds rate (what
banks charge each
other for overnight loans) with the goal of promoting
sustained and
non-inflationary growth. The central bank usually raises
the rate to
discourage inflation and lowers it to encourage economic
growth.

Correctly anticipating changes in the Federal Funds rate is
one way your Fund
attempts to maximize a competitive yield. Another is by
seizing investment
opportunities as they occur.

As matters turned out, the Federal Funds rate stayed
anchored at 5.25% from
February onward.

Of course, no one knew earlier in the year that the central
bank would leave
rates unchanged. Starting in March investors would
aggressively bid up
short-term interest rates (some longer term yields went as
high as 6% or more)
whenever an economic report suggested that the economy was
strengthening too
quickly. They thought that the central bank would be forced
to significantly
tighten interest rates to head off inflation. When the
Federal Reserve took no
action, yields fell until the next round of good economic
news started the
cycle all over again.X#XDuring the spring and through late
summer, we purchased
higher yielding, longer term investments as they became
attractive, and this
was reflected in our typically longer weighted average
maturity (WAM) compared
to the average money market fund. We began to shorten the
WAM in early fall
because the available longer-term yields weren't high enough
to compensate for
the interest rate risk.

Our strategy going into 1997 is to stay cautious. We expect
to continue to
invest in attractive shorter term securities which give us
the ability to take
advantage of any Federal Reserve tightening or changing
market conditions.

Why didn't the Federal Reserve act in 1996? In retrospect,
there was little
need to. While the economy picked up steam in the second
quarter, posting a
strong 4.7% gain in real Gross Domestic Product (GDP is the
total value of
goods and services produced by the economy and is a widely
used barometer for
measuring growth), it was not sustainable. By the third
quarter real GDP fell
to 2.1%. More importantly, inflationary pressures remained
benign. The
Consumer Price Index (CPI is a widely used measure for
inflation) ended the
year at 3.3%. But when volatile energy prices were excluded,
consumer prices
rose only 2.6% for all of 1996 -- the slowest pace in more
than 30 years.

<PAGE>

What Went Well.
- ----------------------------------------
The Long &
Short of 1996.
Last spring, as unrealistic tightening expectations by the
Federal Reserve
mounted, yields for longer term securities became quite
attractive.

As our shorter term investments matured, we lengthened
maturities to reap the
benefits of higher yielding one-year and 13-month
securities. These yields
were attractive and were sufficient to compensate investors
should the Federal
Reserve raise rates (interest rate risk).

During this time our WAM lengthened to as high as 75 days on
May 28, 1996
compared to about 55 days for the average money market fund
tracked by IBC
Financial Data.

By early fall it was becoming apparent to investors that the
Federal Reserve
was not likely to raise rates in 1996 and the spread between
longer term and
shorter term securities narrowed. We invested new assets in
three- to
four-month securities because of the lower long-term yields.
The yields here
were a better value and, more importantly, we kept our
ability to respond if
interest rates went higher.

And Not So Well.
- ------------------------------------
More Was Better.
In retrospect we could have enhanced return by purchasing
more longer term
securities as interest rates rose. But considering the
volatility in the market
throughout much of the year (most investors were still
convinced as late as
July that the Federal Reserve would raise the Federal Funds
rate at its August
meeting), we did not want to be caught flat-footed by
having too much of our
assets tied up in longer term securities. Ours was a
moderate course that gave
us room to maneuver while still producing competitive
returns for you.

Weighted Average Maturity Is Comparable To The Average Fund.
(CHART)

Looking Ahead.
- ------------------------------------
In our last report in June we said that there was a
possibility that the
Federal Reserve would raise rates before year-end. It did
not happen, of
course, but the uncertainty which caused short-term rates to
fluctuate so much
in 1996 continues. Economic signals remain mixed. Your Fund
has maintained a
neutral to slightly longer weighted average maturity based
on a stable
monetary policy outlook for the first quarter of 1997. If
any sustainable
increase in inflation is detected during this time, we
believe the Federal
Reserve will respond quickly by increasing rates modestly.

1
<PAGE>

President's Letter February
3, 1997
- ------------------------------------------------------------
- -------
(PICTURE)

Dear Shareholder:
For many investors, 1996 was the second year of back-to-
back, double-digit
stock market returns. In late November, the Dow Jones
Industrial Average
passed 6500 -- only weeks after breaking the 6000 mark in
mid-October -- and
another record high was reached in January 1997. America's
economic expansion
is entering its sixth year and there seems little evidence
of an end to the
continued modest growth and low inflation we've enjoyed for
the last several
years.

This is good news. For most investors it's meant an increase
in their share
values for college funds, retirement nest eggs or other long-
term financial
goals. However, as you read your year-end account statements
and make plans
for 1997, it's important to remember that there never is a
"sure thing" when
it comes to investment returns. Stock and bond markets go
down just as they go
up. (Did you notice the brief period of decline this past
summer?) No one likes
to see the value of their investments fall but such periods
remind us we must
keep our expectations realistic.

Regardless of the market's direction, a wise investor plans
for tomorrow's
needs today. Your Financial Advisor or Registered
Representative can help you:

- - Review your portfolio and suggest strategies for 1997,
such as diversifying
across different types of investments. Financial markets
seldom move in
lockstep. By investing in a mix of stock and bond funds
(foreign & domestic)
and money market funds you may be in a better position to
achieve your
long-term goals and to weather periods of uncertainty.

- - See why annuities have become popular retirement planning
tools. The choices
are broader than ever. Our new Discovery SelectSM Variable
Annuity offers you
many of the keys to successful retirement planning,
including a personalized
asset allocation program and a choice of 21 variable- or
fixed-rate
investment options offering a broad array of investment
objectives and
styles.

- - Explain new retirement savings developments. For example,
Congress has
expanded the contribution limit on spousal IRAs. And don't
forget, it's not
too late for you to make a contribution to your IRA or
open one for 1996.
The IRS deadline is April 15, 1997, but it's best to act
sooner.

Why not contact your Financial Advisor or Registered
Representative today? If
you are interested in Discovery SelectSM call for a
prospectus, which contains
more complete information. Read it carefully before you
invest.

Sincerely,

Brian M. Storms
President, Prudential Mutual Funds & Annuities

P.S. Your 1997 Prudential IRA contribution may qualify you
for a waiver of the
annual custodial fee. Ask your financial representative for
details.

<PAGE>

Portfolio of Investments as of
December 31, 1996 PRUDENTIAL MONEYMART
ASSETS, INC.
- ------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Principal
Amount
(000) Description Value (Note 1)
<C> <S> <C>
- ------------------------------------------------------------
Bank Notes--5.4%
American Express Centurion BankD
$14,000 5.53%, 1/9/97 $
13,998,922
10,000 5.60%, 1/13/97
10,000,014
28,000 5.58%, 1/14/97
27,999,021
26,000 5.58%, 1/15/97
25,998,518
20,000 5.60%, 1/21/97
19,999,181
Bank One ColumbusD
460 5.58%, 1/2/97
459,756
FCC National Bank
46,000 5.77%, 4/15/97
45,992,463
First Bank National AssociationD
25,000 5.52%, 1/15/97
24,985,961
Keybank National AssociationD
1,700 5.58%, 1/2/97
1,699,401
Morgan Guaranty Trust Co.D
21,000 5.375%, 2/14/97
20,986,704
PNC Bank N.A.D
13,250 5.56%, 1/21/97
13,248,593
Seattle First National Bank
195,000 5.80%, 5/9/97
194,960,733
----------
- ----

400,329,267
- ------------------------------------------------------------
Certificates Of Deposit - Eurodollar--6.6%
Abbey National Treasury Services
PLC
192,000 5.41%, 1/30/97
192,003,717
24,000 5.36%, 2/12/97
23,998,635
100,000 5.38%, 2/14/97
100,000,819
62,000 5.42%, 5/27/97
61,989,220
Banco Bilbao Vizcaya S.A.
13,000 5.41%, 3/5/97
13,000,224
Banque Nationale De Paris
25,000 5.40%, 1/22/97
25,000,049
Bayerische Hypotheken und
Weschel Bank
15,000 5.36%, 2/12/97
14,999,147
National Bank of Canada
8,000 5.42%, 3/10/97
8,000,286
National Westminster Bank PLC
35,000 5.48%, 4/8/97
35,003,195
Westdeutshe Landesbank
Girozentrale
4,000 5.58%, 4/2/97
4,001,248
Westpac Banking Corp.
$16,000 5.38%, 2/7/97 $
15,999,293
----------
- ----

493,995,833
- ------------------------------------------------------------
Certificates Of Deposit - Yankee--22.8%
Bank of Montreal
130,000 5.39%, 1/22/97
130,000,000
Bank of Nova Scotia
10,000 5.39%, 3/4/97
10,000,000
Banque Nationale De Paris
219,000 5.38%, 2/18/97
219,000,000
15,000 5.44%, 3/17/97
14,999,692
111,000 5.58%, 4/2/97
110,969,737
Barclays Bank PLC
25,000 5.37%, 2/3/97
25,000,000
57,000 5.37%, 2/5/97
57,000,000
Bayerische Hypotheken und
Wechsel Bank
9,000 5.375%, 2/18/97
9,000,050
54,000 5.39%, 2/28/97
54,000,000
39,000 5.39%, 3/3/97
38,999,895
Bayerische Landesbank Girozentrale
83,417 5.37%, 2/3/97
83,416,121
Canadian Imperial Bank of Commerce
90,000 5.41%, 1/31/97
90,000,000
Deutsche Bank
80,000 5.53%, 4/2/97
79,939,042
100,000 5.80%, 5/13/97
100,000,000
Landesbank Hessen-Thuringen
Girozentrale
110,000 5.70%, 4/29/97
109,951,055
National Westminster Bank PLC
28,158 5.50%, 1/6/97
28,157,343
164,000 5.39%, 2/14/97
163,999,840
National Bank of Canada
42,235 5.44%, 3/10/97
42,235,000
Societe Generale North America,
Inc.
335,000 5.37%, 2/20/97
335,000,000
1,000 5.78%, 4/11/97
999,824
----------
- ----

1,702,667,599
</TABLE>
- ------------------------------------------------------------
- --------------------
See Notes to Financial Statements.
3 -----

<PAGE>
Portfolio of Investments as of
December 31, 1996 PRUDENTIAL MONEYMART
ASSETS, INC.
- ------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Principal
Amount
(000) Description Value (Note 1)
<C> <S> <C>
- ------------------------------------------------------------
Commercial Paper--44.8%
Abbey National North America Corp.
$5,000 5.33%, 4/8/97 $
4,928,193
Aetna Life & Casualty Co.
29,000 5.42%, 3/17/97
28,672,542
American Brands, Inc.
10,000 5.34%, 2/12/97
9,937,700
7,000 5.34%, 3/12/97
6,927,317
American Express Credit Corp.
19,000 5.31%, 3/3/97
18,829,048
American General Finance Corp.
25,000 5.40%, 1/13/97
24,955,000
Aristar, Inc.
13,000 5.37%, 1/17/97
12,968,973
5,885 5.40%, 1/28/97
5,861,166
Associates Corp. of North America
75,000 5.32%, 1/31/97
74,667,500
73,401 5.35%, 3/26/97
72,484,711
100,000 5.35%, 3/31/97
98,677,361
Bank of Montreal
250,000 5.42%, 1/8/97
249,736,431
Bank of Nova Scotia
200,000 5.32%, 3/4/97
198,167,556
Barton Capital Corp.
5,000 5.37%, 1/10/97
4,993,288
7,349 5.39%, 1/17/97
7,331,395
13,900 5.35%, 2/27/97
13,782,255
BHF Finance, Inc.
38,000 5.31%, 1/30/97
37,837,455
Bradford & Bingley Building
Society
50,000 5.37%, 2/12/97
49,690,833
29,000 5.31%, 2/21/97
28,781,848
Canadian Imperial Holding, Inc.
180,000 5.34%, 2/4/97
179,092,030
Caterpillar, Inc.
24,000 5.35%, 5/16/97
23,518,500
35,000 5.35%, 6/16/97
34,136,569
Cheltenham & Gloucester Building
Society
57,000 5.32%, 1/22/97
56,823,110
Ciba-Geigy Corp.
11,100 5.75%, 2/6/97
11,036,175
CIT Group Holdings, Inc.
$52,000 5.35%, 3/31/97 $
51,312,228
Coca-Cola Enterprises, Inc.
25,000 5.35%, 1/31/97
24,888,542
Corporate Receivables Corp.
8,000 5.35%, 2/13/97
7,948,878
27,000 5.40%, 2/20/97
26,797,500
Countrywide Home Loan, Inc.
20,000 5.35%, 1/21/97
19,940,556
CXC, Inc.
15,000 5.31%, 2/18/97
14,893,800
Duracell, Inc.
80,326 6.75%, 1/2/97
80,310,939
Enterprise Funding Corp.
10,000 5.48%, 1/10/97
9,986,300
18,234 5.47%, 1/16/97
18,192,442
9,264 5.35%, 1/28/97
9,226,828
15,722 5.34%, 2/18/97
15,610,059
5,000 5.34%, 2/24/97
4,959,950
6,219 5.34%, 3/6/97
6,159,961
15,448 5.34%, 3/18/97
15,273,850
Finova Capital Corp.
5,000 5.55%, 1/13/97
4,990,750
First Data Corp.
8,383 5.40%, 3/25/97
8,278,632
General Electric Capital Corp.
94,000 5.40%, 1/13/97
93,830,800
79,000 5.31%, 1/16/97
78,825,213
135,000 5.31%, 1/17/97
134,681,400
49,000 5.44%, 2/24/97
48,600,160
23,000 5.44%, 2/25/97
22,808,844
General Motors Acceptance Corp.
292,000 5.39%, 3/31/97
288,109,019
25,088 5.50%, 4/7/97
24,720,043
Golden Peanut Co.
4,000 5.33%, 2/18/97
3,971,573
GTE Corp.
15,110 5.50%, 1/14/97
15,079,990
37,000 5.50%, 1/21/97
36,886,944
Halifax Building Society
5,000 5.32%, 3/13/97
4,947,539
</TABLE>
- ------------------------------------------------------------
- --------------------
- ----- 4 See Notes to
Financial Statements.

3,344,006,416
- ------------------------------------------------------------
Other Corporate Obligations--17.7%
Beneficial Corp.D
35,000 5.63%, 1/10/97
35,011,647
77,000 5.47%, 3/10/97
76,993,034
Capita Equipment Receivable Trust
192,304 5.60%, 10/15/97
192,304,304
Ford Motor Credit Corp.D
525 5.90%, 2/5/97
525,650
350 5.65%, 2/18/97
350,051
100 5.69%, 2/27/97
100,043
515 5.63%, 3/3/97
514,852
General Motors Acceptance Corp.D
2,140 5.71%, 1/2/97
2,139,848
650 7.40%, 1/14/97
650,355
29,000 5.52%, 2/3/97
28,999,676
15,000 5.52%, 2/21/97
14,999,865
16,000 5.65%, 3/3/97
16,008,619
350 5.74%, 3/18/97
350,080
Goldman, Sachs Group, L.P.D
370,700 5.63%, 2/19/97
370,700,000
Merrill Lynch & Co., Inc.D
53,000 5.53%, 1/2/97
52,988,425
Morgan Stanley Group, Inc.D
55,000 5.69%, 1/15/97
55,000,000
96,000 5.64%, 2/18/97
96,000,000
Nations Bank Auto Owner Trust
18,958 5.78%, 8/15/97
18,957,218
Nationsbank Corp.
6,000 7.50%, 2/15/97
6,012,322
Norwest Corp.
400 7.88%, 1/30/97
400,797
Sears Roebuck Acceptance Corp.
590 7.48%, 2/19/97
591,651
700 7.72%, 2/27/97
701,988
</TABLE>
- ------------------------------------------------------------
- --------------------
See Notes to Financial Statements.
5 -----

1,322,279,566
- ------------------------------------------------------------
Time Deposit - Eurodollar--0.6%
Canadian Imperial Holding, Inc.
42,088 6.75%, 1/2/97
42,088,000
- ------------------------------------------------------------
U. S. Government Agency & Instrumentality Obligations -
Non-discount--1.3%
Federal National Mortgage
Association
97,000 5.48%, 4/24/97
96,907,063
- ------------------------------------------------------------
Total Investments--99.2%
(amortized cost $7,402,273,744*)
7,402,273,744
Other assets in excess of
liabilities--0.8%
62,160,970
----------
- ----
Net Assets--100%
$7,464,434,714
----------
- ----
----------
- ----
</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, 1996 was as
follows:

<TABLE>
<S> <C>
Commercial Banks.....................................
50.5%
Security Brokers & Dealers........................... 13.5
Asset Backed Securities.............................. 8.9
Short-Term Business Credit........................... 7.9
Personal Credit Institutions......................... 5.4
Leasing.............................................. 5.0
Telephone & Communications........................... 1.4
Federal Credit Agencies.............................. 1.3
Miscellaneous Electric Equipment & Supplies.......... 1.1
Construction Machines & Equipments................... 0.8
Regulating Controls.................................. 0.8
Commodity Trading Firms.............................. 0.5
Accidental & Health Insurance........................ 0.4
Beverages............................................ 0.3
Fire & Marine Casualty Insurance..................... 0.3
Mortgage Banks....................................... 0.3
Tobacco.............................................. 0.2
Bank Holding Companies--Domestic..................... 0.1
Computer Rental & Leasing............................ 0.1
Crude Petroleum & Natural Gas........................ 0.1
Food Products........................................ 0.1
Pharmaceuticals...................................... 0.1
Photographic Equipment............................... 0.1
-----
99.2
Other assets in excess of liabilities................ 0.8
-----

100.0%
-----
-----
</TABLE>
- ------------------------------------------------------------
- --------------------
- ----- 6 See Notes to
Financial Statements.

<PAGE>
Statement of Assets and Liabilities PRUDENTIAL
MONEYMART ASSETS, INC.
- ------------------------------------------------------------
- --------------------
<TABLE>
<CAPTION>

<S) <C> <C> 1996

- -----------------
Investments, at amortized cost which approximates market
value.......................................... $
7,402,273,744
Cash........................................................
............................................
12,891,606
Receivable for Fund shares
sold........................................................
................. 239,852,499
Interest
receivable..................................................
................................... 45,598,971
Deferred expenses and other
assets......................................................
................ 198,258

- -----------------
Total
assets......................................................
................................... 7,700,815,078

- -----------------
Liabilities
Payable for Fund shares
reacquired..................................................
.................... 229,455,085
Accrued
expenses....................................................
.................................... 3,199,470
Management fee
payable.....................................................
............................. 1,852,534
Dividends
payable.....................................................
.................................. 1,448,682
Distribution fee
payable.....................................................
........................... 424,593

- -----------------
Total
liabilities.................................................
................................... 236,380,364

- -----------------
Net
Assets......................................................
........................................ $
7,464,434,714

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

- -----------------
Net assets were comprised of:
Common Stock, at par ($.001 par value; 15 billion shares
authorized for issuance).................... $
7,464,435
Paid-in capital in excess of
par.........................................................
............ 7,456,970,279

- -----------------
Net assets, December 31,
1996........................................................
................... $ 7,464,434,714

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

- -----------------
Class A:
Net asset value, offering price and redemption price per
share
($7,315,222,887 / 7,315,222,887 shares of common stock
issued and outstanding).......................
$1.00

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

- -----------------
Class Z:
Net asset value, offering price and redemption price per
share
($149,211,827 / 149,211,827 shares of common stock issued
and outstanding)...........................
$1.00

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

- -----------------
</TABLE>
- ------------------------------------------------------------
- --------------------
See Notes to Financial Statements.
7 -----

<PAGE>

PRUDENTIAL MONEYMART ASSETS, INC.
Statement of Operations
- ------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended
Net Investment Income December 31,
1996
<S> <C>
Income
Interest.............................. $ 411,058,692
----------------
- -
Expenses
Management fee........................ 22,378,655
Distribution fee--Class A............. 9,157,529
Transfer agent's fees and expenses.... 16,867,000
Reports to shareholders............... 3,314,000
Registration fees..................... 510,000
Custodian's fees and expenses......... 216,000
Insurance expenses.................... 135,000
Legal fees and expenses............... 83,000
Director's fees and expenses.......... 64,000
Audit fees and expenses............... 37,000
Miscellaneous......................... 55,921
----------------
- -
Total expenses..................... 52,818,105
----------------
- -
Net investment income.................... 358,240,587
Net Realized Gain on Investments
Net realized gain on investment
transactions.......................... 390,335
----------------
- -
Net Increase in Net Assets
Resulting from Operations................ $ 358,630,922
----------------
- -
----------------
- -
</TABLE>

PRUDENTIAL MONEYMART ASSETS, INC.
Statement of Changes in Net Assets
- ------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Increase (Decrease) Year Ended December 31,
<S> <C> <C>
in Net Assets 1996 1995
Operations
Net investment income... $ 358,240,587 $
371,855,796
Net realized gain on
investment
transactions......... 390,335
516,705
---------------- -----------
- -----
Net increase in net
assets resulting from
operations........... 358,630,922
372,372,501
---------------- -----------
- -----
Dividends and distributions
to shareholders (Note 1)
Class A.............. (353,704,755)
(372,372,501)
Class Z.............. (4,926,167)
- --
---------------- -----------
- -----
(358,630,922)
(372,372,501)
---------------- -----------
- -----
Fund share transactions
(Notes 4 & 5)
Proceeds from shares
sold................. 31,398,251,715
29,233,009,828
Net asset value of
shares issued to
shareholders in
reinvestment of
dividends and
distributions........ 344,952,119
354,506,489
Cost of shares
reacquired........... (31,500,427,083)
(28,910,738,397)
---------------- -----------
- -----
Net increase in net
assets from Fund
share transactions... 242,776,751
676,777,920
---------------- -----------
- -----
Total increase............. 242,776,751
676,777,920
Net Assets
Beginning of year.......... 7,221,657,963
6,544,880,043
---------------- -----------
- -----
End of year................ $ 7,464,434,714 $
7,221,657,963
---------------- -----------
- -----
---------------- -----------
- -----
</TABLE>
- ------------------------------------------------------------
- --------------------
- ----- 8 See Notes to
Financial Statements.

<PAGE>

Notes to Financial Statements PRUDENTIAL
MONEYMART ASSETS, INC.
- ------------------------------------------------------------
- --------------------
Prudential MoneyMart Assets, Inc. (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 generally accepted
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. Agreements
The Fund has a management agreement with Prudential Mutual
Fund Management LLC
(``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 has a distribution agreement with Prudential
Securities Incorporated
(``PSI''), which acts as the distributor of the Class A and
Class Z shares of
the Fund. The Fund reimburses PSI for distributing and
servicing the Fund's
Class A shares pursuant to the plan of distribution at an
annual rate of .125 of
1% of the average daily net assets of the Class A shares.
The Class A
distribution fee is accrued daily and payable monthly. No
distribution or
service fees are paid to PSI as distributor of the Class Z
shares of the Fund.
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 LLC (``PMFS''), a wholly-
owned subsidiary of
PMF, serves as the Fund's transfer agent. During the year
ended December 31,
1996, the Fund incurred fees of approximately $15,392,300
for the services of
PMFS. As of December 31, 1996, approximately $1,284,400 of
such fees were due to
PMFS. Transfer agent fees and expenses in the Statement of
Operations include
certain out-of-pocket expenses paid to non-affiliates.
- ------------------------------------------------------------
- --------------------

9 -----

<PAGE>
Notes to Financial Statements PRUDENTIAL
MONEYMART ASSETS, INC.
- ------------------------------------------------------------
- --------------------
Note 4. Capital
The Fund currently offers Class A and Class Z shares.
Effective March 1, 1996,
the Fund commenced offering Class Z shares. Class Z shares
are not subject to
any sales charge and are offered exclusively for sale to a
limited group of
investors.
The Fund has authorized 15 billion shares of common stock,
$.001 par value per
share, divided into 13 billion authorized Class A shares and
2 billion
authorized Class Z shares.
Transactions in shares of common stock (at $1 per share)
were as follows:
<TABLE>
<CAPTION>
Shares
and
Dollar
Class A Amount
- -------------------------------------------- -------------
- --
<S> <C>
Year ended December 31, 1996:
Shares sold.................................
31,034,483,075
Shares issued in reinvestment of dividends
and distributions.........................
340,215,223
Shares reacquired...........................
(31,281,133,374)
-------------
- --
Net increase in shares outstanding..........
93,564,924
-------------
- --
-------------
- --
<CAPTION>
Shares
and
Dollar
Class A Amount
- -------------------------------------------- -------------
- --
<S> <C>
Year ended December 31, 1995:
Shares sold.................................
29,233,009,828
Shares issued in reinvestment of dividends
and distributions.........................
354,506,489
Shares reacquired...........................
(28,910,738,397)
-------------
- --
Net increase in shares outstanding..........
676,777,920
-------------
- --
-------------
- --
<CAPTION>
Class Z
- --------------------------------------------
<S> <C>
March 1, 1996* through December 31, 1996:
Shares sold.................................
301,984,043
Shares issued due to merger (Note 5)........
61,784,597
Shares issued in reinvestment of dividends
and distributions.........................
4,736,896
Shares reacquired...........................
(219,293,709)
-------------
- --
Net increase in shares outstanding..........
149,211,827
-------------
- --
-------------
- --
</TABLE>
- ---------------
* Commencement of offering of Class Z shares.
- ------------------------------------------------------------
Note 5. Acquisition of The Prudential Institutional Fund--
Money Market Fund
On September 20, 1996, the Fund acquired all of the net
assets of The Prudential
Institutional Fund--Money Market Fund (``Money Market
Fund'') in exchange for
Class Z shares of the Fund pursuant to a plan of
reorganization approved by
Money Market Fund shareholders on September 6, 1996. The
acquisition was
accomplished by a taxable exchange of 61,784,597 Class Z
shares of the Fund
(valued at $61,784,597) for 61,784,597 shares of Money
Market Fund outstanding
on September 20, 1996. This transaction did not create any
adverse tax
consequences to the investors. The aggregate net assets of
the Fund and Money
Market Fund immediately before the acquisition were
$7,271,008,382 and
$61,784,597, respectively, thereby resulting in combined net
assets of
$7,332,787,979 immediately after the reorganization.
- ------------------------------------------------------------
- --------------------
- ----- 10

<PAGE>
Financial Highlights PRUDENTIAL
MONEYMART ASSETS, INC.
- ------------------------------------------------------------
- --------------------
<TABLE>
<CAPTION>

Class A

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

Year Ended December 31,

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

1996 1995 1994 1993
<S>
<C> <C> <C> <C>

- ---------- ---------- ---------- ----------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of
period......................... $ 1.000 $ 1.000
$ 1.000 $ 1.000
Net investment income and net realized
gains................. .048 .054
.037 .027
Dividends and distributions to
shareholders.................. (.048) (.054)
(.037) (.027)

- ---------- ---------- ---------- ----------
Net asset value, end of
period............................... $ 1.000 $
1.000 $ 1.000 $ 1.000

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

- ---------- ---------- ---------- ----------
TOTAL
RETURN(a)..............................................
4.97% 5.51% 3.72% 2.70%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(000).............................. $7,315,223
$7,221,658 $6,544,880 $7,318,633
Average net assets
(000)..................................... $7,326,023
$6,914,520 $7,071,381 $7,742,989
Ratios to average net assets:
Expenses, including distribution
fee...................... .71% .69%
.71% .71%
Expenses, excluding distribution
fee...................... .59% .56%
.58% .58%
Net investment
income..................................... 4.83%
5.38% 3.65% 2.63%
<CAPTION>

Class Z

March 1,

Through

December 31,

1992 1996
<S>
<C> <C>

- ---------- ------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of
period......................... $ 1.000 $ 1.000
Net investment income and net realized
gains................. .035 .040
Dividends and distributions to
shareholders.................. (.035) (.040)

- ---------- ------------
Net asset value, end of
period............................... $ 1.000 $
1.000

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

- ---------- ------------
TOTAL
RETURN(a)..............................................
3.59% 4.12%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(000).............................. $6,703,281
$149,212
Average net assets
(000)..................................... $7,116,739
$121,135
Ratios to average net assets:
Expenses, including distribution
fee...................... .66% .59%(c)
Expenses, excluding distribution
fee...................... .54% .59%(c)
Net investment
income..................................... 3.43%
4.86%(c)
</TABLE>
- ---------------
(a) Total return is calculated assuming a purchase of shares
on the first day
and a sale on the last day of each period reported and
includes reinvestment
of dividends and distributions. Total returns for less
than a full year are
not annualized.
(b) Commencement of offering of Class Z shares.
(c) Annualized.
- ------------------------------------------------------------
- --------------------
See Notes to Financial Statements.
11 -----

<PAGE>
Independent Auditors' Report PRUDENTIAL
MONEYMART ASSETS, INC.
- ------------------------------------------------------------
- --------------------
The Shareholders and Board of Directors
Prudential MoneyMart Assets, Inc.
We have audited the accompanying statement of assets and
liabilities, including
the portfolio of investments, of Prudential MoneyMart
Assets, Inc., as of
December 31, 1996, 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, 1996 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, Inc. as of December 31, 1996, 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 4, 1997
- ------------------------------------------------------------
- --------------------
- ----- 12

<PAGE>
Supplemental Proxy Information PRUDENTIAL
MONEYMART ASSETS, INC.
- ------------------------------------------------------------
- --------------------
The Annual Meeting of Shareholders of the Prudential
MoneyMart Assets, Inc.
(the ``Fund'') was held on Wednesday, October 30, 1996 at
the offices of
Prudential Securities Incorporated, One Seaport Plaza, New
York, New York. The
meeting was held for the following purposes:
(1) To elect Directors as follows: Edward D. Beach, Stephen
C. Eyre, Delayne
Dedrick Gold, Robert F. Gunia, Don G. Hoff, Robert E.
LaBlanc, Mendel A.
Melzer, Richard A. Redeker, Robin B. Smith, Stephen
Stoneburn, and Nancy H.
Teeters.
(2) To approve the elimination of the Fund's fundamental
investment restriction
relating to investment in securities of unseasoned
issuers.
(3) To approve an amendment to the Articles of Incorporation
to change the par
value amount of the authorized Common Stock of the Fund.
(4) To ratify the selection of Deloitte & Touche LLP as
independent public
accountants for the fiscal year ending December 31, 1997.
(5) To consider and act upon any other business as may
properly come before the
Annual Meeting or any adjournment thereof.
The results of the proxy solicitation on the above matters
were as follows:
<TABLE>
<CAPTION>
Director/Matter
Votes for Votes against
Abstentions
--
- ----------- ------------- ------
- -----
<S>
<C> <C> <C>
(1) Edward D. Beach
3,603,690,428 0
94,092,323
Stephen C. Eyre
3,605,055,794 0
92,726,957
Delayne Dedrick Gold
3,606,995,106 0
90,787,645
Robert F. Gunia
3,616,382,829 0
81,399,922
Don G. Hoff
3,612,225,652 0
85,557,099
Robert E. LaBlanc
3,611,797,681 0
85,985,070
Mendel A. Melzer
3,611,334,030 0
86,448,721
Richard A. Redeker
3,611,310,494 0
86,472,257
Robin B. Smith
3,606,641,098 0
91,141,653
Stephen Stoneburn
3,613,145,851 0
84,639,900
Nancy H. Teeters
3,608,404,599 0
89,378,152
(2) Elimination of Investment Restriction
1,739,563,375 245,782,768
110,191,237
(3) Amending of the Articles of Incorporation
3,397,920,935 176,977,809
122,884,007
(4) Deloitte & Touche LLP
3,568,229,545 45,390,750
84,162,456
(5) There was no other business voted upon at the Annual
Meeting of Shareholders.
</TABLE>
- ------------------------------------------------------------
- --------------------

13 -----
<PAGE>

Prudential Mutual Funds
Gateway Center Three
100 Mulberry Street
Newark, NJ 07102-4077

(800) 225-1852
http://www.prudential.com

Directors
Edward D. Beach
Stephen C. Eyre
Delayne Dedrick Gold
Robert F. Gunia
Don G. Hoff
Robert E. LaBlanc
Mendel A. Melzer
Richard A. Redeker
Robin B. Smith
Stephen Stoneburn
Nancy H. Teeters

Officers
Richard A. Redeker, President
Robert F. Gunia, Vice President
Grace C. Torres, Treasurer
Stephen M. Ungerman, Assistant Treasurer
S. Jane Rose, Secretary
Deborah A. Docs, Assistant Secretary

Manager
Prudential Mutual Fund Management LLC
Gateway Center Three
100 Mulberry Street
Newark, NJ 07102-4077

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

Distributor
Prudential Securities Incorporated
One Seaport Plaza
New York, NY 10292

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

Transfer Agent
Prudential Mutual Fund Services LLC
P.O. Box 15005
New Brunswick, NJ 08906

Independent Auditors
Deloitte & Touche LLP
Two World Financial Center
New York, NY 10281

Legal Counsel
Gardner, Carton & Douglas
Quaker Tower
321 North Clark Street
Chicago, IL 60610-4795

The views expressed in this report and information about the
Fund's portfolio
holdings are for the period covered by this report and are
subject to change
thereafter.

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

74435H102 MF108E
74435H201 Cat. #430252D