PRUDENTIAL MONEYMART ASSETS INC, 497, 1999-03-05

PRUDENTIAL MONEYMART ASSETS INC
497, 1999-03-05

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FUND TYPE:
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Money market

INVESTMENT OBJECTIVE:
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Maximum current income
consistent with stability of
capital and the maintenance
of liquidity

Prudential
MoneyMart
Assets, Inc.

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PROSPECTUS: MARCH 1, 1999

As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved the Fund's shares, nor has the SEC determined that this
prospectus is complete or accurate. It is a criminal offense to state otherwise.

[Prudential Logo] Prudential
Investments

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Table of Contents
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1 Risk/Return Summary
1 Investment Objective and Principal Strategies
1 Principal Risks
2 Evaluating Performance
3 Fees and Expenses

5 How the Fund Invests
5 Investment Objective and Policies
6 Other Investments
7 Additional Strategies
8 Investment Risks

10 How the Fund is Managed
10 Manager
10 Investment Adviser
10 Distributor
11 Year 2000 Readiness Disclosure

12 Fund Distributions and Tax Issues
12 Distributions
12 Tax Issues

14 How to Buy and Sell Shares of the Fund
14 How to Buy Shares
20 How to Sell Your Shares
22 How to Exchange Your Shares

24 Financial Highlights
24 Class A Shares
25 Class Z Shares

26 The Prudential Mutual Fund Family

For More Information (Back Cover)

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PRUDENTIAL MONEYMART ASSETS, INC. telephone (800) 225-1852

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Risk/Return Summary
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This section highlights key information about PRUDENTIAL MONEYMART ASSETS, INC.,
which we refer to as "the Fund." Additional information follows this summary.

INVESTMENT OBJECTIVE AND PRINCIPAL STRATEGIES
Our investment objective is MAXIMUM CURRENT INCOME CONSISTENT WITH STABILITY OF
CAPITAL AND THE MAINTENANCE OF LIQUIDITY. To achieve this objective we invest
primarily in dollar-denominated commercial paper, asset-backed securities,
obligations of financial institutions and other high-quality money market
instruments with remaining maturities of 13 months or less. Some of the money
market instruments we may purchase are issued by foreign companies and banks.
While we make every effort to achieve our investment objective and maintain a
net asset value of $1 per share, we can't guarantee success. To date, the Fund's
net asset value has never deviated from $1 per share.

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MONEY MARKET FUNDS
Money market funds--which hold high-quality short-term debt
obligations--provide investors with a lower risk, highly liquid investment
option. These funds attempt to maintain a net asset value of $1 per share,
although there can be no guarantee that they will always be able to do so.
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PRINCIPAL RISKS
Although we look to invest wisely, all investments involve risk. The money
market securities in which the Fund invests are generally subject to the risk
that the issuer of a particular security may be unable to make principal and
interest payments when they are due. There is also the risk that the securities
could lose value because interest rates change or investors lose confidence in
the ability of issuers in general to pay back their debt. The Fund's investments
in foreign securities involve certain additional risks. For example, foreign
banks and companies generally are not subject to regulatory requirements
comparable to those applicable to U.S. banks and companies. In addition,
political developments and changes in currency rates may adversely affect the
value of the Fund's foreign securities. In all cases, however, we invest only in
U.S. dollar-denominated securities. Although investments in mutual funds involve
risk, investing in money market portfolios like the Fund is generally less risky
than investments in other types of funds. This is because the Fund invests only
in high-quality securities with remaining maturities of 13 months or less and
limits

1
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Risk/Return Summary
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the average maturity of the portfolio to 90 days or less. To satisfy the average
maturity and maximum maturity requirements, securities with demand features are
treated as maturing on the date that the Fund can demand repayment of the
security.

An investment in the Fund is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency.

EVALUATING PERFORMANCE
A number of factors--including risk--can affect how the Fund performs. The
following bar chart and tables show the Fund's performance for each full
calendar year of operation for the last 10 years. They demonstrate the risk of
investing in the Fund and how returns can change. The tables also compare the
Fund's performance to the performance of taxable money market indices. Past
performance does not mean that the Fund will achieve similar results in the
future. For current yield information, you can call us at (800) 225-1852.

ANNUAL RETURNS(1) (CLASS A SHARES)
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1989 1990 1991 1992 1993 1994 1995 1996 1997 1998

8.96% 8.00% 5.95% 3.59% 2.70% 3.72% 5.51% 4.97% 5.09% 5.06%

BEST QUARTER: 2.33% (2nd quarter of 1989)
WORST QUARTER: 0.65% (3rd quarter of 1993)
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2 PRUDENTIAL MONEYMART ASSETS, INC. [telephone] (800) 225-1852

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Risk/Return Summary
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AVERAGE ANNUAL RETURNS (AS OF 12/31/98)
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1 YEAR 5 YEARS 10 YEARS SINCE INCEPTION
Class A shares 5.06% 4.86% 5.34% 7.47% (since 6/1/76)
Class Z shares 5.19% N/A N/A 5.14% (since 3/1/96)
Lipper 4.84% 4.77% 5.20% N/A
Average(2)

7-DAY YIELD(1) (AS OF 12/31/98)
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Class A shares 4.64%
Class Z shares 4.76%
IBC Average(3) 4.53%

(1) THE FUND'S RETURNS AND YIELD ARE AFTER DEDUCTION OF EXPENSES.

(2) THE LIPPER AVERAGE IS BASED UPON THE AVERAGE RETURN OF ALL MUTUAL FUNDS IN
THE U.S. TAXABLE MONEY MARKET FUNDS CATEGORY. Lipper returns since the
inception of each class are 7.38% for Class A and 4.85% for Class Z shares.

(3) THE IBC AVERAGE IS BASED UPON THE AVERAGE YIELD OF ALL MUTUAL FUNDS IN THE
INTERNATIONAL BUSINESS COMMUNICATIONS FINANCIAL DATA ALL TAXABLE MONEY
MARKET FUND CATEGORY.

FEES AND EXPENSES

These tables show the fees and expenses that you may pay if you buy and hold
shares of the Fund.

SHAREHOLDER FEES (PAID DIRECTLY FROM YOUR INVESTMENT)
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CLASS A CLASS Z

Maximum sales charge (load) None None
imposed on purchases (as a
percentage of offering price)

Maximum deferred sales charge (load) None None
(as a percentage of the lower of
original purchase price or sale
proceeds)

Maximum sales charge (load) None None
imposed on reinvested dividends
and other distributions

Redemption fees None None

Exchange fee None None

3
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Risk/Return Summary
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ANNUAL FUND OPERATING EXPENSES (DEDUCTED FROM FUND ASSETS)
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CLASS A CLASS Z
Management fees .301% .301%
+ Distribution and service (12b-1) fees .125% None
+ Other expenses .269% .274%
= TOTAL ANNUAL FUND OPERATING EXPENSES .695% .575%

EXAMPLE
This example will help you compare the fees and expenses of the Fund's different
share classes and compare the cost of investing in the Fund with the cost of
investing in other mutual funds.

The example assumes that you invest $10,000 in the Fund for the time
periods indicated and then sell all of your shares at the end of those periods.
The example also assumes that your investment has a 5% return each year and that
the Fund's operating expenses remain the same. Although your actual costs may be
higher or lower, based on these assumptions your costs would be:

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1 YR 3 YRS 5 YRS 10 YRS
Class A shares $71 $222 $387 $865
Class Z shares $59 $184 $321 $720

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4 PRUDENTIAL MONEYMART ASSETS, INC. [telephone] (800) 225-1852

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How the Fund Invests
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INVESTMENT OBJECTIVE AND POLICIES
The Fund's investment objective is MAXIMUM CURRENT INCOME CONSISTENT WITH
STABILITY OF CAPITAL AND THE MAINTENANCE OF LIQUIDITY. While we make every
effort to achieve our objective, we can't guarantee success.

The Fund invests in high-quality money market instruments to try to provide
investors with current income while maintaining a stable net asset value of $1
per share. We manage the Fund to comply with specific rules designed for money
market mutual funds. We will purchase obligations such as commercial paper,
asset-backed securities, certificates of deposit, time deposits of banks,
bankers' acceptances, bank notes, funding agreements and other obligations of
both banks and corporations. These obligations must be rated in one of the two
highest rating categories by at least two nationally recognized statistical
rating organizations (NRSROs), such as Moody's Investors Service (rated at least
Aa or Prime-2), Standard & Poor's Ratings Group (rated at least AA or A-2) and
Fitch IBCA (rated at least F2) or, if unrated, of comparable quality. We may
also purchase securities of the U.S. Government and its agencies. There is no
limitation as to the amount of assets invested in the securities of foreign
companies and banks. All securities that we purchase will be denominated in U.S.
dollars.

COMMERCIAL PAPER is short-term debt obligations of banks, corporations and
other borrowers. The obligations are usually issued by financially strong
businesses and often include a line of credit to protect purchasers of the
obligations. An ASSET-BACKED SECURITY is a loan or note that pays interest based
upon the cash flow of a pool of assets, such as mortgages, loans and credit card
receivables. FUNDING AGREEMENTS are contracts issued by insurance companies that
guarantee a return of principal, plus some amount of interest. When purchased by
money market funds, funding agreements will typically be short-term and will
provide an adjustable rate of interest. CERTIFICATES OF DEPOSIT, TIME DEPOSITS,
BANKERS' ACCEPTANCES and BANK NOTES are obligations issued by or through a bank.
These instruments depend upon the strength of the bank involved in the borrowing
to give investors comfort that the borrowing will be repaid when promised.

DEBT OBLIGATIONS in general, including those listed above and any others
that we may purchase, are basically written promises to repay a debt. Among the
various types of debt securities we may purchase, the terms of repayment may
vary, as may the commitment of other parties to honor the obligations of the
issuer of the security. We may purchase securities that include DEMAND FEATURES,
which allow us to demand repayment of a debt obligation before the

5
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How the Fund Invests
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obligation is due or "matures." This means that we can purchase longer-term
securities because of our expectation that we can demand repayment of the
obligation at an agreed-upon price within a relatively short period of time.
This procedure follows the rules applicable to money market funds.

Any of the money market instruments that the Fund may purchase may be
accompanied with the right to resell the instrument prior to the instrument's
maturity. In addition, we may separately purchase rights to resell these
instruments. These rights are referred to as "PUTS." The purchase of instruments
with puts or puts standing alone allows the Fund to sell the security when the
investment adviser believes it is appropriate to do so to honor redemption
requests or to buy more attractive securities.

The securities that we may purchase may change over time as new types of
money market instruments are developed. We will purchase these new instruments,
however, only if their characteristics and features follow the rules governing
the operation of money market funds.

Our investment objective is a fundamental policy that cannot be changed
without shareholder approval. The Board of Directors of the Fund can change
investment policies that are not fundamental.

OTHER INVESTMENTS
In addition to the principal strategies discussed above, we may also use the
following investments to increase the Fund's returns or protect its assets if
market conditions warrant.

The Fund may also invest in DEBT OBLIGATIONS ISSUED BY THE U.S. TREASURY.
Treasury securities have different interest rates and maturities, but they are
all backed by the full faith and credit of the U.S. Government.

Treasury debt obligations are sometimes "stripped" into their component
parts: the Treasury's obligation to make periodic interest payments and its
obligation to repay the amount borrowed. These STRIPPED SECURITIES are sold to
investors separately. Stripped securities do not make periodic interest
payments. They are typically sold at a discount and then redeemed for their face
value on their maturity dates. These securities increase in value when interest
rates fall and lose value when interest rates rise. However, the value of
stripped securities generally fluctuates more in response to interest rate
movements than the value of traditional debt securities. The Fund may try to
earn money by buying stripped securities at a discount and either selling them
after they increase in value or holding them until they mature.

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6 PRUDENTIAL MONEYMART ASSETS, INC. [telephone] (800) 225-1852
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How the Fund Invests
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The Fund may also invest in other DEBT OBLIGATIONS ISSUED OR GUARANTEED BY
THE U.S. GOVERNMENT and government-related entities. Some of these debt
securities are backed by the full faith and credit of the U.S. Government, like
obligations of the Government National Mortgage Association (GNMA or "Ginnie
Mae"). Debt securities issued by other government entities, like obligations of
the Federal National Mortgage Association (FNMA or "Fannie Mae") and the Student
Loan Marketing Association (SLMA or "Sallie Mae"), are not backed by the full
faith and credit of the U.S. Government. However, these issuers have the right
to borrow from the U.S. Treasury to meet their obligations. The debt securities
of other issuers, like the Farm Credit System, depend entirely upon their own
resources to repay their debt.

The Fund may also use REPURCHASE AGREEMENTS, where a party agrees to sell a
security to the Fund and then repurchase it at an agreed-upon price at a stated
time. These transactions constitute short term cash loans by the Fund to
financial institutions. This creates a fixed return for the Fund.

ADDITIONAL STRATEGIES
The Fund may use REVERSE REPURCHASE AGREEMENTS, where we borrow money on a
temporary basis by selling a security with an obligation to repurchase it at an
agreed-upon price and time. The Fund's use of reverse repurchase agreements is
limited to 10% of the value of its total assets.

The Fund may also purchase money market obligations on a "WHEN-ISSUED" or
"DELAYED-DELIVERY" basis. When the Fund makes this type of purchase, the price
and interest rate are fixed at the time of purchase, but delivery and payment
for the obligations take place at a later time. The Fund does not earn interest
income until the date the obligations are delivered.

The Fund may purchase FLOATING RATE and VARIABLE RATE securities. These
securities pay interest at rates that change periodically to reflect changes in
market interest rates. Because these securities adjust the interest they pay,
they may be beneficial when interest rates are rising because of the additional
return the Fund will receive, and they may be detrimental when interest rates
are falling because of the reduction in interest payments to the Fund.

The Fund intends to purchase investment securities jointly with certain
other mutual funds. Our ability to engage in joint investment is subject to
conditions imposed by an order of the Securities and Exchange Commission. Joint
investment can allow the Fund to achieve better investment performance because
of reduced transaction costs and greater investment leverage.

7
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How the Fund Invests
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The Fund also follows certain policies when it BORROWS MONEY (the Fund may
borrow up to 10% of the value of its net assets); LENDS ITS SECURITIES to others
(the Fund may lend up to 10% of its total assets, including collateral received
in the transaction); and HOLDS ILLIQUID SECURITIES (the Fund may hold up to 10%
of its net assets in illiquid securities, including securities with legal or
contractual restrictions, those without a readily available market and
repurchase agreements with maturities longer than seven days). The Fund is
subject to certain investment restrictions that are fundamental policies, which
means they cannot be changed without shareholder approval. For more information
about these restrictions, see the SAI.

INVESTMENT RISKS

As noted, all investments involve risk, and investing in the Fund is no
exception.

The Fund's investments in money market instruments involve both credit
risk--the possibility that the issuer of a particular security will default, and
market risk--the risk that an instrument will lose value because interest rates
change or investors lose confidence in the ability of issuers in general to pay
back their debt. To limit these risks, we invest only in high-quality securities
with remaining maturities of no more than 13 months.

Foreign securities (i.e., securities of non-U.S.-based issuers) and foreign
markets involve additional risk. Foreign laws and accounting standards typically
are not as strict as they are in the U.S. Foreign fixed-income and currency
markets may be less stable than U.S. markets. Changes in the exchange rates of
foreign currencies can affect the value of foreign assets. There is a risk that
foreign companies and governments, just as is the case in the U.S., will not be
prepared to handle issues that will arise when we reach the year 2000 if their
computer systems cannot differentiate the year 2000 from the year 1900.

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8 PRUDENTIAL MONEYMART ASSETS, INC. [telephone] (800) 225-1852

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How the Fund Invests
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This chart outlines the key risks and potential rewards of the principal
strategies and certain other investments of the Fund. See, too, "Description of
the Fund, Its Investments and Risks" in the SAI.

INVESTMENT TYPE
% OF FUND'S TOTAL ASSETS RISKS POTENTIAL REWARDS
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HIGH-QUALITY MONEY > Credit risk--the risk > Regular interest income
MARKET OBLIGATIONS that default of an
OF ALL TYPES issuer would leave > May be more secure than
the Fund with stock and equity
UP TO 100% unpaid interest or securities since
principal companies must
pay their debts before
> Market risk--the risk they pay dividends
that bonds and other
debt instruments
may lose value
because interest
rates change or
there is a lack of
confidence in a
group of borrowers
or an industry
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MONEY MARKET > Foreign markets, econo- > Investors may realize
OBLIGATIONS OF mies and political higher returns based
fOREIGN ISSUERS systems may not be upon higher interest
(DOLLAR-DENOMINATED) as stable as those rates paid on foreign
in the U.S. investments
UP TO 100%
> Differences in foreign
laws, accounting > Increased diversification
standards, public by expanding the allow-
information and custody able choices of high
and settlement practices quality debt securities.

> Year 2000 conversion may
be more of a problem for
for some foreign issuers
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Illiquid Securities > May be difficult to > May offer a more
value precisely attractive yield than
Up to 10% of net assets > May be difficult to sell more widely traded
at the time or price securities
desired
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9
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How the Fund is Managed
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MANAGER
PRUDENTIAL INVESTMENTS FUND MANAGEMENT LLC (PIFM)
GATEWAY CENTER THREE, 100 MULBERRY STREET
NEWARK, NEW JERSEY 07102-4077

Under a management agreement with the Fund, PIFM manages the Fund's
investment operations and administers its business affairs. For the fiscal year
ended December 31, 1998, the Fund paid PIFM management fees of .301% of the
Fund's average net assets.

As of December 31, 1998, PIFM served as the Manager to all 46 of the
Prudential Mutual Funds, and as Manager or administrator to 22 closed-end
investment companies, with aggregate assets of approximately $70.5 billion.

INVESTMENT ADVISER
The Prudential Investment Corporation, called Prudential Investments, is the
Fund's investment adviser. Its address is Prudential Plaza, 751 Broad Street,
Newark, NJ 07102. PIFM has responsibility for all investment advisory services,
supervises Prudential Investments and reimburses Prudential Investments for its
reasonable costs and expenses.

Prudential Investments fixed income group has organized into teams that
specialize by sector. The Fixed Income Investment Policy Committee, which is
comprised of senior investment staff from each sector team, provides guidance to
the teams regarding duration risk, asset allocations and general risk
parameters. Portfolio managers contribute bottom up security selection within
those guidelines.

DISTRIBUTOR
Prudential Investment Management Services LLC (PIMS) distributes the Fund's
shares under a Distribution Agreement with the Fund. The Fund has a Distribution
and Service Plan under Rule 12b-1 of the Investment Company Act with respect to
Class A shares. Under the Plan and the Distribution Agreement, PIMS pays the
expenses of distributing the Fund's Class A shares and provides certain
shareholder support services. The Fund pays distribution and other fees from the
assets of Class A shares to PIMS as compensation for its services. These
fees--known as 12b-1 fees--are shown in the "Fees and Expenses" table. Because
these fees are paid from the Fund's assets on a continuous basis, over time
these fees will increase the cost of your investment and may

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10 PRUDENTIAL MONEYMART ASSETS, INC. [telephone] (800) 225-1852
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How the Fund is Managed
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cost you more than paying other types of sales charges. PIMS does not receive
compensation from the Fund for distributing the Fund's Class Z shares.

YEAR 2000 READINESS DISCLOSURE
The services provided to the Fund and the shareholders by the Manager, the
Distributor, the Transfer Agent and the Custodian depend on the smooth
functioning of their computer systems and those of outside service providers.
Many computer software systems in use today cannot distinguish the year 2000
from the year 1900 because of the way dates are encoded and calculated. Such
event could have a negative impact on handling securities trades, payments of
interest and dividends, pricing and account services. Although, at this time,
there can be no assurance that there will be no adverse impact on the Fund, the
Manager, the Distributor, the Transfer Agent and the Custodian have advised the
Fund that they have been actively working on necessary changes to their computer
systems to prepare for the year 2000. The Fund and its Board receive and have
received since early 1998 satisfactory quarterly reports from the principal
service providers as to their preparations for year 2000 readiness, although
there can be no assurance that the service providers (or other securities market
participants) will successfully complete the necessary changes in a timely
manner. Moreover, the Fund at this time has not considered retaining alternative
service providers or directly undertaken efforts to achieve year 2000 readiness,
the latter of which would involve substantial expense without an assurance of
success.

Additionally, issuers of securities generally, as well as those purchased by
the Fund, may confront year 2000 compliance issues which, if material and not
resolved, could have an adverse impact on securities markets and/or a specific
issuer's performance and result in a decline in the value of the securities held
by the Fund.

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Fund Distributions and Tax Issues
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Investors who buy shares of the Fund should be aware of some important tax
issues. For example, the Fund distributes DIVIDENDS of ordinary income and any
realized net CAPITAL GAINS to shareholders. These distributions are subject to
taxes, unless you hold your shares in a 401(k) plan, an Individual Retirement
Account (IRA), or some other qualified tax-deferred plan or account.

The following briefly discusses some of the important tax issues you should
be aware of, but is not meant to be tax advice. For tax advice, please speak
with your tax adviser.

DISTRIBUTIONS

The Fund distributes DIVIDENDS of any net investment income to shareholders
every month. The dividends you receive from the Fund will be taxed as ORDINARY
INCOME, whether or not they are reinvested in the Fund.

Although the Fund is not likely to realize capital gains because of the
types of securities we purchase, any realized net CAPITAL GAINS will be paid to
shareholders (typically once a year). Capital gains are generated when the Fund
sells assets for a profit.

For your convenience, Fund distributions of dividends and capital gains are
automatically reinvested in the Fund. If you ask us to pay the distributions in
cash, we will send you a check instead of purchasing more shares of the Fund.
Either way, the distributions are subject to taxes, unless your shares are held
in a qualified tax-deferred plan or account. For more information about
automatic reinvestment and other shareholder services, see "How to Buy, Sell and
Exchange Shares of the Fund--How To Buy Shares" at Step 4: Additional
shareholder services.

TAX ISSUES
FORM 1099

Every year, you will receive a Form 1099, which reports the amount of dividends
and capital gains we distributed to you during the prior year. If you own shares
of the Fund as part of a qualified tax-deferred plan or account, your taxes are
deferred, so you will not receive a Form 1099. However, you will receive a Form
1099 when you take any distributions from your qualified tax-deferred plan or
account.

Fund distributions are generally taxable in the year they are received,
except where we declare certain dividends in December of a calendar year but

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12 PRUDENTIAL MONEYMART ASSETS, INC. [telephone] (800) 225-1852

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Fund Distributions and Tax Issues
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actually pay them in January of the following year. In such cases, the dividends
are treated as if they were paid on December 31 of the prior year.

WITHHOLDING TAXES

If federal law requires you to provide the Fund with your tax identification
number and certifications as to your tax status, and you fail to do so, or if
you are otherwise subject to back-up withholding, we will withhold and pay to
the U.S. Treasury 31% of your distributions. Dividends of net investment income
and short-term capital gains paid to a nonresident foreign shareholder generally
will be subject to a U.S. withholding tax of 30%. This rate may be lower,
depending on any tax treaty the U.S. may have with the shareholder's country.

13
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How to Buy, Sell and
Exchange Shares of the Fund
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HOW TO BUY SHARES
STEP 1: OPEN AN ACCOUNT

If you don't have an account with us or a securities firm that is permitted to
buy or sell shares of the Fund for you, call Prudential Mutual Fund Services LLC
(PMFS) at (800) 225-1852 or contact:

PRUDENTIAL MUTUAL FUND SERVICES LLC
ATTN: INVESTMENT SERVICES
P.O. BOX 15020
NEW BRUNSWICK, NJ 08906-5020

To purchase by wire, call the number above to obtain an application. After
PMFS receives your completed application, you will receive an account number.
For additional information about purchasing shares of the Fund, see the back
cover page of this prospectus. We have the right to reject any purchase order
(including an exchange into the Fund) or suspend or modify the Fund's sale of
its shares.

STEP 2: CHOOSE A SHARE CLASS

The Fund offers Class A and Class Z shares. Except as noted below, the minimum
initial investment for Class A shares is $1,000 and the minimum subsequent
investment is $100. There is no minimum initial or subsequent investment
requirement for Class Z shares. Class Z shares of the Fund are available for
purchase only by any of the following:

o Any Benefit Plan (i.e., a pension, profit-sharing or other employee benefit
plan qualified under Section 401 of the Internal Revenue Code, a deferred
compensation or annuity plan under Sections 403(b) and 457 of the Internal
Revenue Code, a "rabbi trust" or a nonqualified deferred compensation plan
sponsored by an employer that has a tax-qualified benefit plan with The
Prudential Insurance Company of America or any of its affiliates
("Prudential" ) provided the Benefit Plan--in combination with other plans
sponsored by the same employer or group of related employers--has at least
$50 million in defined contribution assets

o Participants in any fee-based program or trust program sponsored by
Prudential which includes mutual funds as investment options and the Fund
as an available option

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14 PRUDENTIAL MONEYMART ASSETS, INC. [telephone] (800) 225-1852

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How to Buy, Sell and
Exchange Shares of the Fund
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o Certain participants in the MEDLEY Program (group variable annuity
contracts) sponsored by Prudential for whom Class Z shares of the
Prudential Mutual Funds are an available option
o Benefit Plans for which an affiliate of the Distributor provides
administrative or recordkeeping services and, as of September 20, 1996,
were either Class Z shareholders of the Prudential Mutual Funds or executed
a letter of intent to purchase Class Z shares of the Prudential Mutual
Funds
o Current and former Directors/Trustees of the Prudential Mutual Funds
(including the Fund)
o Employees of Prudential who participate in a Prudential-sponsored employee
savings plan
o Prudential with an investment of $10 million or more
All minimum investment requirements are waived for certain retirement and
employee savings plans and custodial accounts for the benefit of minors.

PURCHASES THROUGH PRUDENTIAL SECURITIES

Purchases of Class A shares of the Fund through Prudential Securities are made
through automatic investment procedures (the Autosweep program). You cannot
purchase Class A shares through Prudential Securities other than through the
Autosweep program, except as specifically provided (that is, you cannot make a
manual purchase).

The Autosweep program allows you to designate a money market fund as your
primary money sweep fund. If you do not designate a primary money sweep fund,
the Fund will automatically be your primary money sweep fund. You have the
option to change your primary money sweep fund at any time by notifying your
Prudential Securities Financial Advisor.

For individual retirement accounts (IRAs) and Benefit Plans in the
Autosweep program, all credit balances (that is, immediately available funds) of
$1.00 or more will be invested in the Fund on a daily basis. Prudential
Securities will arrange for the investment of the credit balance in the Fund and
will purchase shares of the Fund equal to that amount. This will occur on the
business day following the availability of the credit balance. Prudential
Securities may use and retain the benefit of credit balances in your account
until Fund shares are purchased.

For accounts other than IRAs and Benefit Plans, shares of the Fund will be
purchased as follows:

<PAGE>
- --------------------------------------------------------------------------------
How to Buy, Sell and
Exchange Shares of the Fund
- --------------------------------------------------------------------------------

o When your account has a credit balance of $10,000 or more, Prudential
Securities will arrange for the automatic purchase of shares of the
Fund. This will occur on the business day following the availability
of the credit balance

o When your account has a credit balance that results from a securities
sale totaling $1,000 or more, the available cash will be invested in
the Fund on the settlement date

o For all other credit balances of $1.00 or more, shares will be
purchased automatically at least once a month on the last business day
of each month

Purchases through Autosweep are subject to a minimum initial investment of
$1,000, which is waived for certain retirement and employee savings plans and
custodial accounts for the benefit of minors. You will begin earning dividends
on your shares purchased through the Autosweep program on the first business day
after the order is placed. Prudential Securities will purchase shares of the
Fund at the price determined at 4:30 p.m. New York Time on the business day
following the existence of the credit

balance, which is the second business day after the availability of the credit
balance. Prudential Securities will use and retain the benefit of credit
balances in your account until Fund shares are purchased.

Your investment in the Fund will be held in the name of Prudential
Securities. Prudential Securities will receive all statements and dividends from
the Fund and will, in turn, send you account statements showing your purchases,
sales and dividends.

The charges and expenses of the Autosweep program are not reflected in the
Fees and Expenses tables. For information about participating in the Autosweep
program, you should contact your Prudential Securities Financial Advisor.

PURCHASES THROUGH THE PRUDENTIAL ADVANTAGE ACCOUNT PROGRAM

The Prudential Advantage Account Program (the Advantage Account Program) is a
financial services program available to clients of Pruco Securities Corporation
(Pruco) and provides for an automatic investment procedure similar to the
Autosweep program. The Advantage Account Program consists of two types of
accounts: the Investor Account and the Advantage Account, which offers
additional services, such as a debit card and check writing.

- --------------------------------------------------------------------------------
16 PRUDENTIAL MONEYMART ASSETS, INC. [telephone] (800) 225-1852
<PAGE>

The Advantage Account Program allows you to designate a money market fund
as your primary money sweep fund. If you do not designate a primary money sweep
fund, the Fund will automatically be your primary money sweep fund. You have the
option to change your primary money sweep fund at any time by notifying your
Pruco representative or the Advantage Service Center.

With the Advantage Account as well as the Investor Account for individual
retirement accounts (IRA), all credit balances (that is, immediately available
funds) of $1.00 or more will be invested in the Fund on a daily basis.
Prudential Securities (Pruco's clearing broker), arranges for the investment of
the credit balance in the Fund and will purchase shares of the Fund equal to
that amount. This will occur on the business day following the availability of
the credit balance. Prudential Securities may use and retain the benefit of
credit balances in your account until Fund shares are purchased.

If you have an Investor Account (non-IRA), shares of the Fund will be
purchased as follows:

o When your account has a credit balance of $10,000 or more, Prudential
Securities will arrange for the automatic purchase of shares of the
Fund with all cash balances of $1.00 or more. This will occur on the
business day following the availability of the credit balance

o When your account has a credit balance that results from a securities
sale totaling more than $1,000, all cash balances of $1.00 or more
will be invested in the Fund on the settlement date

o For all other credit balances of $1.00 or more, shares will be
purchased automatically at least once a month on the last business day
of each month

You will begin earning dividends on your shares purchased through the
Advantage Account Program on the first business day after the order is placed.
Prudential Securities will purchase shares of the Fund at the price determined
at 4:30 p.m. New York Time on the business day following the availability of the
credit balance. Prudential Securities will use and retain the benefit of credit
balances in your account until Fund shares are purchased.

Purchases of, withdrawals from and dividends from the Fund will be shown on
your Advantage Account or Investor Account statement.

The charges and expenses of the Advantage Account Program are not reflected
in the Shareholder Fees and Expenses table. For information about participating
in the Advantage Account Program, you should call (800) 235-7637.

17
<PAGE>
- --------------------------------------------------------------------------------
How to Buy, Sell and
Exchange Shares of the Fund
- --------------------------------------------------------------------------------

MANUAL PURCHASES

You may make a manual purchase (i.e., a non-money market sweep purchase) of Fund
shares in either of the following situations:

o You do not participate in a money market sweep program (the Autosweep
program or the Advantage Account Program), or

o You participate in a money market sweep program, but the Fund is not
designated as your primary money market sweep fund.

The minimum initial investment for a manual purchase for Class A shares of
the Fund is $1,000 and the minimum subsequent investment is $100, except that
all minimum investment requirements are waived for certain retirement and
employee savings plans and custodial accounts for the benefit of minors.

If you make a manual purchase through Prudential Securities, Prudential
Securities will place your order for shares of the Fund on the business day
after the purchase order is received for settlement that day, which is the
second business day after receipt of the purchase order by Prudential
Securities. Prudential Securities may use and retain the benefit of credit
balances in a client's brokerage account until monies are delivered to the Fund
(Prudential Securities delivers federal funds on the business day after
settlement).

If you make a manual purchase through the Fund's Distributor, through your
broker or dealer (other than Prudential Securities) or directly from the Fund,
shares will be purchased at the net asset value next determined after receipt of
your order and payment in proper form. When your payment is received by 4:30
p.m., New York Time, shares will be purchased that day and you will begin to
earn dividends on the following business day. If you purchase shares through a
broker or dealer, your broker or dealer will forward your order and payment to
the Fund. You should contact your broker or dealer for information about
services that they may provide, including an automatic sweep feature.
Transactions in Fund shares may be subject to postage and other charges imposed
by your broker or dealer. Any such charge is retained by your broker or dealer
and is not sent to the Fund.

STEP 3: UNDERSTANDING THE PRICE YOU'LL PAY
When you invest in a mutual fund, you buy shares of the Fund. Shares of a money
market mutual fund, like the Fund, are priced differently than shares of common
stock and other securities.

- --------------------------------------------------------------------------------
18 PRUDENTIAL MONEYMART ASSETS, INC. [telephone] (800) 225-1852

<PAGE>

The price you pay for each share of the Fund is based on the share value.
The share value of a mutual fund--known as the NET ASSET VALUE or NAV--is
determined by a simple calculation--it's the total value of the Fund (assets
minus liabilities) divided by the total number of shares outstanding. In
determining NAV, the Fund values its securities using the amortized cost method.
The Fund seeks to maintain an NAV of $1 per share at all times. Your broker may
charge you a separate or additional fee for purchases of shares.

We determine the NAV of our shares once each business day at 4:30 p.m. New
York Time on days that the New York Stock Exchange is open for trading. We do
not determine NAV on days when we have not received any orders to purchase,
sell, or exchange or when changes in the value of the Fund's portfolio do not
affect the NAV.

STEP 4: ADDITIONAL SHAREHOLDER SERVICES
As a Fund shareholder, you can take advantage of the following services and
privileges:

AUTOMATIC REINVESTMENT. As we explained in the "Fund Distributions and Tax
Issues" section, the Fund pays out--or distributes--its net investment income
and capital gains to all shareholders. For your convenience, we will
automatically reinvest your distributions in the Fund at NAV. If you want your
distributions paid in cash, you can indicate this preference on your
application, notify your broker or notify the Transfer Agent in writing (at the
address below) at least five business days before the date we determine who
receives dividends.

PRUDENTIAL MUTUAL FUND SERVICES LLC
ATTENTION: ACCOUNT MAINTENANCE
P.O. BOX 15015
NEW BRUNSWICK, NJ 08906-5015

REPORTS TO SHAREHOLDERS. Every year we will send you an annual report (along
with an updated prospectus) and a semi-annual report, which contain important
financial information about the Fund. To reduce Fund expenses, we will send one
annual shareholder report, one semi-annual shareholder report and one annual
prospectus per household, unless you instruct us or your broker otherwise.

<PAGE>

HOW TO SELL YOUR SHARES
You can sell your shares of the Fund at any time, subject to certain
restrictions.

When you sell shares of the Fund--also known as redeeming shares--the price
you will receive will be the NAV next determined after the Transfer Agent, the
Distributor or your broker receives your order to sell. If your broker holds
your shares, he must receive your order to sell by 4:30 p.m. New York Time to
process the sale on that day. Otherwise contact:

PRUDENTIAL MUTUAL FUND SERVICES LLC
ATTN: REDEMPTION SERVICES
P.O. BOX 15010
NEW BRUNSWICK, NJ 08906-5010

Generally, we will pay you for the shares that you sell within seven days
after the Transfer Agent, the Distributor or your broker receives your sell
order. If you hold shares through a broker, payment will be credited to your
account. If you are selling shares you recently purchased with a check, we may
delay payment of your proceeds until your check clears, which can take up to 10
days from the purchase date. You can avoid delay if you purchase shares by wire,
certified check or cashier's check. Your broker may charge you a separate or
additional fee for sales of shares.

RESTRICTIONS ON SALES. There are certain times when you may not be able to sell
shares of the Fund or when we may delay paying you the proceeds from a sale.
This may happen during unusual market conditions or emergencies when the Fund
can't determine the value of its assets or sell its holdings. For more
information, see the SAI, "Purchase and Redemption of Fund Shares."

If you are selling more than $50,000 of shares, you want the check sent to
someone or someplace that is not in our records, or you are a business or trust,
and if you hold your shares directly with the Transfer Agent, you may have to
have the signature on your sell order guaranteed by a financial institution.

- --------------------------------------------------------------------------------
20 PRUDENTIAL MONEYMART ASSETS, INC. [telephone] (800) 225-1852
<PAGE>

REDEMPTION IN KIND. If the sales of Fund shares you make during any 90-day
period reach the lesser of $250,000 or 1% of the value of the Fund's net assets,
we can then give you securities from the Fund's portfolio instead of cash. If
you want to sell the securities for cash, you would have to pay the costs
charged by a broker.

AUTOMATIC REDEMPTION FOR AUTOSWEEP. If you participate in the Autosweep program,
your Fund shares may be automatically redeemed to cover any deficit in your
Prudential Securities account. The amount redeemed will be the nearest dollar
amount necessary to cover the deficit.

The amount of the redemption will be the lesser of the total value of Fund
shares held in your Prudential Securities account or the deficit in your
Prudential Securities account. If you use this automatic redemption procedure
and want to pay for a securities transaction in your account other than through
this procedure, you must deposit cash in your securities account before the
settlement date. If you use this automatic redemption procedure and want to pay
any other deficit in your securities account other than through this procedure,
you must deposit cash in your securities account before you incur the deficit.

Redemptions are automatically made by Prudential Securities, to the nearest
dollar, on each day to satisfy deficits from securities transactions or to honor
your redemption requests. Your account will be automatically scanned for
deficits each day and, if there is insufficient cash in your account, we will
redeem an appropriate number of shares of the Fund at the next determined NAV to
satisfy any remaining deficit. You are entitled to any dividends declared on the
redeemed shares through the day before the redemption is made. Dividends
declared on the redemption date will be retained by Prudential Securities, which
has advanced monies to satisfy deficits in your account.

AUTOMATIC REDEMPTION FOR THE ADVANTAGE ACCOUNT. If you participate in the
Advantage Account Program, your Fund shares may be automatically redeemed to
cover any deficit in your securities account. The amount redeemed will be the
nearest dollar amount necessary to cover the deficit.

The amount of the redemption will be the lesser of the total value of Fund
shares held in your securities account or the deficit in your securities
account. A deficit in your Advantage Account may result from activity arising
under the program, such as debit balances incurred by the use of the Visa(R)
Account,

21
<PAGE>

including Visa purchases, cash advances and Visa Account checks. Your account
will be automatically scanned for deficits each day and, if there is
insufficient cash in your account, we will redeem an appropriate number of
shares of the Fund to satisfy any remaining deficit. You are entitled to any
dividends declared on the redeemed shares through the day before the redemption
is made. Dividends declared on the redemption date will be retained by
Prudential Securities, which has advanced monies to satisfy deficits in your
account.

Redemptions are automatically made by Prudential Securities, to the nearest
dollar, on each day to satisfy deficits from securities transactions or to honor
your redemption requests.

HOW TO EXCHANGE YOUR SHARES
You can exchange your shares of the Fund for shares of the same class in certain
other Prudential Mutual Funds--including certain money market funds--if you
satisfy the minimum investment requirements of such other Prudential Mutual
Fund. For example, you can exchange Class A shares of the Fund for Class A
shares of another Prudential Mutual Fund, but you can't exchange Class A shares
for Class B, Class C or Class Z shares, except that shares purchased prior to
January 22, 1990 that are subject to a contingent deferred sales charge can be
exchanged for Class B shares.

If you hold shares through a broker, you must exchange shares through your
broker. Otherwise, contact:

PRUDENTIAL MUTUAL FUND SERVICES LLC
ATTN: EXCHANGE PROCESSING
P.O. BOX: 15010
NEW BRUNSWICK, NJ 08906-5010

When you exchange Class A shares of the Fund for Class A shares of any other
Prudential Mutual Fund, you will be subject to any sales charge that may be
imposed by such other Prudential Mutual Fund. The sales charge is imposed at the
time of your exchange.

If you qualify to purchase Class Z shares, any Class A shares that you own
will be automatically exchanged for Class Z shares on a quarterly basis.
Eligibility for this special exchange privilege is determined on the business
day prior to the date of the exchange.

- --------------------------------------------------------------------------------
22 PRUDENTIAL MONEYMART ASSETS, INC. [telephone] (800) 225-1852
<PAGE>

If you participate in any fee-based program where the Fund is an available
investment option, your Class A shares, if any, will be automatically exchanged
for Class Z shares when you elect to participate in the fee-based program. When
you no longer participate in the program, all of your Class Z shares, including
shares purchased while you were in the program, will be automatically exchanged
for Class A shares. Likewise, if you are entitled to purchase Class Z shares as
a participant in Prudential Securities' 401(k) Plan and you seek to transfer
your Class Z shares out of the 401(k) Plan after your voluntary or involuntary
termination of employment or retirement, your Class Z shares held in the 401(k)
Plan will be automatically exchanged for Class A shares.

FREQUENT TRADING
Frequent trading of Fund shares in response to short-term fluctuations in the
market--also known as "market timing"--may make it very difficult to manage the
Fund's investments. When market timing occurs, the Fund may have to sell
portfolio securities to have the cash necessary to redeem the market timer's
shares. This can happen at a time when it is not advantageous to sell any
securities, so the Fund's performance may be hurt. When large dollar amounts are
involved, market timing can also make it difficult to use long-term investment
strategies because we cannot predict how much cash the Fund will have to invest.
When in our opinion such activity would have a disruptive effect on portfolio
management, the Fund reserves the right to refuse purchase orders and exchanges
into the Fund by any person, group or commonly controlled accounts. The Fund may
notify a market timer of rejection of an exchange purchase order after the day
the order is placed. If the Fund allows a market timer to trade Fund shares, it
may require the market timer to enter into a written agreement to follow certain
procedures and limitations.

23
<PAGE>
- --------------------------------------------------------------------------------
Financial Highlights
- --------------------------------------------------------------------------------

The financial highlights will help you evaluate the Fund's financial
performance. The TOTAL RETURN in the chart represents the rate that a
shareholder earned on an investment in the Fund, assuming reinvestment of all
dividends and other distributions. The information is for shares of the Fund for
the periods indicated.

Review this chart with the financial statements which appear in the SAI.
Additional performance information is contained in the annual report, which you
can receive at no charge.

CLASS A SHARES
The financial highlights for the two fiscal years ended December 31, 1998 were
audited by PricewaterhouseCoopers LLP, independent accountants, and the
financial highlights for the three years ended December 31, 1996 were audited by
other independent auditors. Their reports were unqualified.
<TABLE>
<CAPTION>

CLASS A SHARES (FISCAL YEARS ENDED 12-31)
PER SHARE OPERATING PERFORMANCE 1998 1997 1996 1995 1994
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>

NET ASSET VALUE, $1.00 $1.00 $1.00 $1.00 $1.00
BEGINNING OF YEAR
INCOME FROM INVESTMENT
OPERATIONS:
Net investment income and
net realized gains .050 .050 .048 .054 .037
Dividends and
distributions to share-
holders (.050) (.050) (.048) (.054) (.037)
Net asset value, end of $1.00 $1.00 $1.00 $1.00 $1.00
year
TOTAL RETURN(1) 5.06% 5.09% 4.97% 5.51% 3.72%
<CAPTION>
RATIOS/SUPPLEMENTAL DATA 1998 1997 1996 1995 1994
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
NET ASSETS, END OF YEAR (000) $6,152,044 $6,863,647 $7,315,223 $7,221,658 $6,544,880
RATIOS TO AVERAGE NET ASSETS:
Net investment income 4.95% 4.97% 4.83% 5.38% 3.65%
Expenses .69% .70% .71% .69% .71%
- ------------------------------------------------------------------------
</TABLE>

(1) TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS AND ANY OTHER DISTRIBUTIONS.
IT IS CALCULATED ASSUMING SHARES ARE PURCHASED ON THE FIRST DAY AND SOLD ON
THE LAST DAY OF EACH YEAR PERIOD.

- --------------------------------------------------------------------------------
24 PRUDENTIAL MONEYMART ASSETS, INC. [telephone] (800) 225-1852

<PAGE>

- --------------------------------------------------------------------------------
Financial Highlights
- --------------------------------------------------------------------------------

CLASS Z SHARES
The financial highlights for the two fiscal years ended December 31, 1998 were
audited by PricewaterhouseCoopers LLP, independent accountants, and the
financial highlights for the period from March 1, 1996 to December 31, 1996 was
audited by other independent auditors. Their reports were unqualified.
<TABLE>
<CAPTION>
CLASS Z SHARES (FISCAL YEARS ENDED 12-31)
PER SHARE OPERATING PERFORMANCE 1998 1997 1996(1)
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
NET ASSET VALUE,BEGINNING OF PERIOD $1.00 $1.00 $1.00
INCOME FROM INVESTMENT OPERATIONS:

Net investment income and net
realized gains .051 .051 .040
Dividends and distributions to
shareholders (.051) (.051) (.040)
Net asset value, end of period $1.00 $1.00 $1.00
TOTAL RETURN(2) 5.19% 5.22% 4.12%
<CAPTION>

RATIOS/SUPPLEMENTAL DATA 1998 1997 1996
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
NET ASSETS, END OF PERIOD (000) $212,280 $157,352 $149,212
RATIOS TO AVERAGE NET ASSETS:

Net investment income 5.07% 5.10% 4.86%(3)
Expenses .57% .58% .59%(3)
- --------------------------------------------------------------------------------
</TABLE>
(1) INFORMATION SHOWN IS FOR THE PERIOD FROM 3-1-96, WHEN CLASS Z SHARES WERE
FIRST OFFERED, THROUGH 12-31-96.

(2) TOTAL RETURN ASSUMES REINVESTMENT OF DIVIDENDS AND ANY OTHER DISTRIBUTIONS.
IT IS CALCULATED ASSUMING SHARES ARE PURCHASED ON THE FIRST DAY AND SOLD ON
THE LAST DAY OF EACH PERIOD REPORTED. TOTAL RETURN FOR PERIODS OF LESS THAN
A FULL YEAR IS NOT ANNUALIZED.

(3) ANNUALIZED.

25
<PAGE>
- --------------------------------------------------------------------------------
The Prudential Mutual Fund Family
- --------------------------------------------------------------------------------

Prudential offers a broad range of mutual funds designed to meet your individual
needs. For information about these funds, contact your financial adviser or call
us at (800) 225-1852. Read the prospectus carefully before you invest or send
money.

STOCK FUNDS

Prudential Distressed Securities Fund, Inc.
Prudential Emerging Growth Fund, Inc.
Prudential Equity Fund, Inc.
Prudential Equity Income Fund
Prudential Index Series Fund
Prudential Small-Cap Index Fund
Prudential Stock Index Fund
The Prudential Investment Portfolios, Inc.
Prudential Jennison Growth Fund
Prudential Jennison Growth
& Income Fund
Prudential Mid-Cap Value Fund
Prudential Real Estate Securities Fund
Prudential Small-Cap Quantum Fund, Inc.
Prudential Small Company Value
Fund, Inc.
Prudential Tax-Managed Equity Fund
Prudential 20/20 Focus Fund
Prudential Utility Fund, Inc.
Nicholas-Applegate Fund, Inc.
Nicholas-Applegate Growth Equity Fund

Asset Allocation/Balanced Fund
Prudential Balanced Fund
Prudential Diversified Funds
Conservative Growth Fund
Moderate Growth Fund
High Growth Fund
The Prudential Investment Portfolios, Inc.
Prudential Active Balanced Fund

GLOBAL FUNDS

Global Stock Funds
Prudential Developing Markets Fund
Prudential Developing Markets
Equity Fund
Prudential Latin America Equity Fund
Prudential Europe Growth Fund, Inc.
Prudential Global Genesis Fund, Inc.
Prudential Index Series Fund
Prudential Europe Index Fund
Prudential Pacific Index Fund
Prudential Natural Resources
Fund, Inc.
Prudential Pacific Growth Fund, Inc.
Prudential World Fund, Inc.
Global Series
International Stock Series
Global Utility Fund, Inc.
Global Bond Funds
Prudential Global Limited Maturity Fund, Inc.
Limited Maturity Portfolio
Prudential Intermediate Global Income Fund, Inc.
Prudential International Bond
Fund, Inc.
The Global Total Return Fund, Inc.

- --------------------------------------------------------------------------------
26 PRUDENTIAL MONEYMART ASSETS, INC. [telephone] (800) 225-1852

<PAGE>

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

BOND FUNDS

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 High Yield Total Return
Fund, Inc.
Prudential Index Series Fund
Prudential Bond Market Index Fund
Prudential Structured Maturity Fund, Inc.
Income Portfolio

Tax-Exempt Bond Funds
Prudential California Municipal Fund
California Series
California Income Series
Prudential Municipal Bond Fund
High Income Series
Insured Series
Prudential Municipal Series Fund
Florida Series
Massachusetts Series
New Jersey Series
New York Series
North Carolina Series
Ohio Series
Pennsylvania Series
Prudential National Municipals
Fund, Inc.

MONEY MARKET FUNDS

Taxable Money Market Funds
Cash Accumulation Trust
Liquid Assets Fund
National Money Market Fund
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

27
<PAGE>

FOR MORE INFORMATION
- --------------------------------------------------------------------------------

Please read this prospectus before
you invest in the Fund and keep it
for future reference. For information
or shareholder questions contact:

PRUDENTIAL MUTUAL FUND SERVICES LLC
P.O. BOX 15005
NEW BRUNSWICK, NJ 08906-5005
(800) 225-1852
(732) 417-7555

(if calling from outside the U.S.)

Outside Brokers Should Contact:
PRUDENTIAL INVESTMENT MANAGEMENT
SERVICES LLC
P.O. BOX 15035
NEW BRUNSWICK, NJ 08906-5035
(800) 778-8769

Visit Prudential's Web Site At:
http://www.prudential.com

Additional information about the
Fund can be obtained without charge and can be found in the following documents:

STATEMENT OF ADDITIONAL
INFORMATION (SAI)
(incorporated by reference into
this prospectus)

ANNUAL REPORT

SEMI-ANNUAL REPORT

MF108A

You can also obtain copies of Fund documents from the Securities and Exchange
Commission as follows:

By Mail:
Securities and Exchange Commission
Public Reference Section
Washington, DC 20549-6009
(The SEC charges a fee to copy documents.)

In Person:
Public Reference Room in
Washington, DC
(For hours of operation, call
1(800) SEC-0330)
Via the Internet:
http://www.sec.gov

CUSIP Numbers:
Class A Shares--74435H-10-2
Class Z Shares--74435H-20-1
Investment Company Act File No:
811-2619

[LOGO] Printed on Recycled Paper
<PAGE>

PRUDENTIAL MONEYMART ASSETS, INC.

Statement of Additional Information
Dated March 1, 1999

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 "How the Fund Invests" in the Fund's Prospectus and
"Description of the Fund, its Investments and Risks."

The Fund's address is Gateway Center Three, 100 Mulberry Street, Newark,
New Jersey 07102-4077, and its telephone number is (800) 225-1852.

This Statement of Additional Information sets forth information about the
Fund. This Statement of Additional Information is not a prospectus and should be
read in conjunction with the Fund's Prospectus, dated March 1, 1999, a copy of
which may be obtained from the Fund upon request at the address or telephone
number noted above.

TABLE OF CONTENTS
PAGE
----

Fund History ............................................................ B-2

Description of the Fund, its Investments and Risks ...................... B-2

Investment Restrictions ................................................. B-4

Management of the Fund .................................................. B-6

Control Persons and Principal Holders of Securities ..................... B-9

Investment Advisory and Other Services .................................. B-9

Brokerage Allocation and Other Practices ................................ B-12

Securities and Organization ............................................. B-13

Purchase and Redemption of Fund Shares .................................. B-13

Net Asset Value ......................................................... B-15

Taxes, Dividends and Distributions ...................................... B-15

Calculation of Yield .................................................... B-16

Financial Statements .................................................... B-17

Reports of Independent Accountants ...................................... B-25

Appendix I--Description of Ratings ...................................... I-1

Appendix II--Information Relating to Prudential ......................... II-1

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

MF108B

<PAGE>

FUND HISTORY

The Fund was organized as a corporation under the laws of Maryland on
December 22, 1975.

DESCRIPTION OF THE FUND, ITS INVESTMENTS AND RISKS

(a) CLASSIFICATION. The Fund is a diversified open-end management
investment company.

(b) INVESTMENT STRATEGIES AND RISKS.

The Fund's investment objective is maximum current income consistent with
stability of capital and the maintenance of liquidity. While the principal
investment policies and strategies for seeking to achieve this objective are
described in the Fund's Prospectus, the Fund may from time to time also utilize
the securities, instruments, policies and strategies described below in seeking
to achieve its objective. The Fund may not be successful in achieving its
objective and you can lose money.

OBLIGATIONS ISSUED OR GUARANTEED BY THE U.S. GOVERNMENT, ITS AGENCIES AND
INSTRUMENTALITIES

Obligations issued or guaranteed as to principal and interest by the U.S.
Government may be acquired by the Fund in the form of custodial receipts that
evidence ownership of future interest payments, principal payments or both on
certain United States Treasury notes or bonds. Such notes and bonds are held in
custody by a bank on behalf of the owners. These custodial receipts are known by
various names, including "Treasury Receipts," "Treasury Investment Growth
Receipts" (TIGRs) and "Certificates of Accrual on Treasury Securities" (CATS).
The Fund does not intend to purchase TIGRs or CATS during the coming year.

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 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.

DEMAND FEATURES AND GUARANTEES

The Fund may purchase demand features and guarantees. A demand feature
supporting a money market fund instrument can be relied upon in a number of
respects. First, the demand feature can be relied upon to shorten the maturity
of the underlying instrument. Second, the demand feature, if unconditional, can
be used to evaluate the credit quality of the underlying security. This means
that the credit quality of the underlying security can be based solely on the
credit quality of the unconditional demand feature supporting that security.

A GUARANTEE is a form of unconditional credit support that may include bond
insurance, a letter of credit, and an unconditional demand feature. A money
market fund holding a security subject to a guarantee may determine the credit
quality of the underlying security solely on the basis of the credit quality of
the supporting guarantee.

The Fund can invest 10% of its total assets in securities directly issued
by, or supported by, a demand feature provider or guarantor. Investment Company
Act Rule 2a-7 provides a more stringent limit on demand features and guarantees
that are "second tier securities" under the Rule; that is, those securities that
are rated in the second highest category by a specified number of rating
organizations. Specifically, Rule 2a-7 provides that a money market fund cannot
invest more than 5% of its total assets in securities directly issued by, or
supported by, second tier demand features or guarantees that are issued by the
institution that issued such second tier securities.

LENDING OF SECURITIES

Consistent with applicable regulatory requirements, the Fund may lend its
portfolio to brokers, dealers and financial institutions, provided that
outstanding loans for the Fund do not exceed in the aggregate 10% of the value
of the Fund's total assets and, provided that such loans are callable at any
time by the Fund and are at all times secured by cash or U.S. Government
securities that is equal to at least the market value, determined daily, of the
loaned securities. The advantage of such loans is that the Fund continues to
receive payments in lieu of the interest on the loaned securities, while at the
same time earning interest either directly from the borrower or on the
collateral which will be invested in short-term obligations. Any voting rights,
or rights to consent, relating to the securities loaned pass to the borrower.
However, if a material event affecting the investment occurs, such loans will be
called so that the loaned securities may be voted by the Fund.

B-2
<PAGE>

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

The Fund will pay reasonable finders', administrative and custodial fees in
connection with a loan of its securities or may share the interest earned on
collateral with the borrower.

ILLIQUID SECURITIES

The Fund may not 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 agreements 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
securities.

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 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 under procedures established by the
Board of Directors. 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 (NRSROs), 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.

BORROWING
The Fund may borrow from banks (including through entering into reverse
repurchase agreements) up to and including 10% of the value of its net assets
taken at cost for temporary or emergency purposes. The Fund may pledge up to and
including 10% of its net assets to secure such borrowings. The Fund will not
purchase portfolio securities if its borrowings (other than permissible
securities loans) exceed 5% of its total assets.

REPURCHASE AGREEMENTS
The Fund may purchase securities and concurrently enter into "repurchase
agreements" with the seller, whereby the seller agrees to repurchase such
securities at a specified price within a specified time (generally seven days or
less). The repurchase

B-3
<PAGE>

agreements provide that the Fund will sell the underlying instruments back to
the dealer or the bank at the specified price and at a fixed time in the future,
usually not more than seven days from the date of purchase. The difference
between the purchase price and the resale price represents the interest earned
by the Fund, which is unrelated to the coupon rate or maturity of the purchased
security. Repurchase agreements will at all times be fully collateralized in an
amount at least equal to the resale price. Such collateral will be held by the
Custodian, directly or through a sub-custodian, and will be maintained
physically or in a book-entry account.

The Fund will enter into repurchase transactions only with parties which
meet creditworthiness standards approved by the Fund's Board of Directors. The
Fund's investment adviser monitors the creditworthiness of such parties under
the general supervision of the Board of Directors. In the event of a default or
bankruptcy by a seller, the Fund will promptly seek to liquidate the collateral.
To the extent that the proceeds limit any sale of such collateral upon a default
in the obligation to repurchase are less than the resale price, the Fund will
suffer a loss, if the financial institution that is a party to the repurchase
agreement petitions for bankruptcy or becomes subject to the U.S. Bankruptcy
Code, the law regarding the rights of the trust is unsettled. As a result, under
these circumstances, there may be a restriction on the Fund's ability to sell
the collateral, and the Fund could suffer a loss.

The Fund participates in a joint repurchase account with other investment
companies managed by Prudential Investments Fund Management LLC (PIFM or the
Manager) pursuant to an order of the Securities and Exchange Commission. On a
daily basis, any uninvested cash balances of the Fund may be aggregated with
those of such other investment companies and invested in one or more repurchase
agreements. The 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.

REVERSE REPURCHASE AGREEMENTS

Reverse repurchase agreements have the characteristics of borrowing and
involve the sale of securities held by the Fund with an agreement to repurchase
the securities at a specified price, date and interest payment. The Fund intends
only to use the reverse repurchase technique when it will be to its advantage to
do so. These transactions are only advantageous if the Fund has an opportunity
to earn a greater rate of interest on the cash derived from the transaction than
the interest cost of obtaining that cash. The Fund may be unable to realize
earnings from the use of the proceeds equal to or greater than the interest
required to be paid. The use of reverse repurchase agreements may exaggerate any
increase or decrease in the value of the Fund's portfolio. The Fund's Custodian
will maintain in a segregated account cash, or other liquid assets, maturing not
later than the expiration of the reverse repurchase agreements and having a
value equal to or greater than such commitments.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES

The Fund may purchase securities on a "when-issued" or delayed delivery
basis. When-issued or delayed delivery transactions arise when securities are
purchased or sold by the Fund with payment and delivery taking place in the
future in order to secure what is considered to be an advantageous price and
yield to the Fund at the time of entering into the transaction. The Fund will
limit such purchases to those in which the date of delivery and payment falls
within 90 days of the date of the commitment. The Fund will make commitments for
such when-issued transactions only with the intention of actually acquiring the
securities. The Fund's Custodian will segregate cash or other liquid assets
having a value equal to or greater than the Fund's purchase commitments. If the
Fund chooses to dispose of the right to acquire a when-issued security prior to
its acquisition, it could, as with the disposition of any other portfolio
security, incur a gain or loss due to market fluctuations. The securities so
purchased are subject to market fluctuation and no interest accrues to the
purchaser during the period between purchase and settlement.

INVESTMENT RESTRICTIONS

The following restrictions are fundamental policies. Fundamental policies
are those which cannot be changed without the approval of the holders of a
majority of the outstanding voting securities of the Fund. A "majority of the
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. With respect to the submission of a change in fundamental policy or
investment objective of the Fund, such matters shall be deemed to have been
effectively acted upon with respect to the Fund if a majority of the outstanding
voting securities of the Fund votes for the approval of such matters as provided
above.

B-4
<PAGE>

The following investment restrictions are fundamental policies of the
Fund and may not be changed except as described above.
The Fund may not:

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.

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 action within three days to
reduce its borrowings, as required by applicable law.

B-5
<PAGE>
MANAGEMENT OF THE FUND

(a) DIRECTORS

The Fund has Directors who, in addition to overseeing the actions of the
Fund's Manager, Subadviser, and Distributor, decide upon matters of general
policy.

The Directors also review the actions of the officers of the Fund, who
conduct and supervise the daily business operations of the Fund.

(b) MANAGEMENT INFORMATION--DIRECTORS AND OFFICERS
<TABLE>
<CAPTION>
POSITION WITH
NAME, ADDRESS AND AGE (1) THE FUND PRINCIPAL OCCUPATIONS AND OTHER AFFILIATIONS FOR THE LAST FIVE YEARS
- ------------------------- -------- --------------------------------------------------------------------
<S> <C> <C>
Edward D. Beach (74) Director President and Director of BMC Fund, Inc., a closed-end investment
company; previously, Vice Chairman of Broyhill Furniture
Industries, Inc.; Certified Public Accountant; Secretary and
Treasurer of Broyhill Family Foundation, Inc.; Member of the Board
of Trustees of Mars Hill College; and Director of The High Yield
Income Fund, Inc.

Delayne Dedrick Gold (60) Director Marketing and Management Consultant; Director of The High Yield
Income Fund, Inc.

* Robert F. Gunia (52) Director Vice President of Prudential Investments (since September 1997);
Executive Vice President and Treasurer (since December 1996) of
Prudential Investments Fund Management LLC (PIFM); Senior Vice
President (since March 1987) of Prudential Securities Incorporated
(Prudential Securities); formerly Chief Administrative Officer
(July 1990-September 1996), Director (January 1989-September
1996), and Executive Vice President, Treasurer and Chief Financial
Officer (June 1987-September 1996) of Prudential Mutual Fund
Management, Inc. (PMF); Vice President and Director (since May
1989) of The Asia Pacific Fund, Inc.; Director of The High Yield
Income Fund, Inc.

Don G. Hoff (63) Director Chairman and Chief Executive Officer (since 1980) of Intertec, Inc.
(investments); Chairman and Chief Executive Officer of The Lamaur
Corporation, Inc.; Director of Innovative Capital Management, Inc.
and The Greater China Fund, Inc; and Chairman and Director of The
Asia Pacific Fund, Inc.

Robert E. LaBlanc (64) Director President (since 1981) of Robert E. LaBlanc Associates, Inc.
(telecommunications); formerly General Partner at Salomon Brothers
and Vice-Chairman of Continental Telecom; Director of Storage
Technology Corporation, Titan Corporation, Salient 3
Communications, Inc. and Tribune Company; and Trustee of Manhattan
College.
</TABLE>

B-6
<PAGE>
<TABLE>
<CAPTION>

POSITION WITH
NAME, ADDRESS AND AGE (1) THE FUND PRINCIPAL OCCUPATIONS AND OTHER AFFILIATIONS FOR THE LAST FIVE YEARS
- ------------------------- -------- --------------------------------------------------------------------
<S> <C> <C>
* Mendel A. Melzer, CFA (38) Director Chief Investment Officer (since October 1996) of Prudential Mutual
751 Broad Street Funds; formerly Chief Financial Officer (November 1995-September
Newark, NJ 07102 1996) of Prudential Investments; Senior Vice President and Chief
Financial Officer of Prudential Preferred Financial Services (April
1993-November 1995), Managing Director of Prudential Investment
Advisors (April 1991-April 1993) and Senior Vice President of
Prudential Capital Corporation (July 1989-April 1991); Chairman and
Director of Prudential Series Fund, Inc; and Director of The High
Yield Income Fund, Inc.

Robin B. Smith (59) Director Chairman and Chief Executive Officer (since August 1996) of
Publishers Clearing House; formerly President and Chief Executive
Officer (January 1989-August 1996) and President and Chief
Operating Officer (September 1981-December 1988) of Publishers
Clearing House; Director of BellSouth Corporation, Texaco Inc.,
Springs Industries Inc., and Kmart Corporation.

Stephen Stoneburn (55) Director President and Chief Executive Officer (since June 1996) of Quadrant
Media Corp. (a publishing company); formerly President (June
1995-June 1996) of Argus Integrated Media, Inc.; Senior Vice
President and Managing Director (January 1993-1995) of Cowles
Business Media; Senior Vice President (January 1991-1992) and
Publishing Vice President (May 1989-December 1990) of Gralla
Publications (a division of United Newspapers, U.K.); and Senior
Vice President of Fairchild Publications, Inc.

Brian M. Storms (44) Director and President, Prudential Investments (October 1998-Present); President
President Prudential Mutual Funds, Annuities, and Investment Management
Services (September 1996-October 1998); Managing Director, Fidelity
Investments Institutional Services Company, Inc. (July
1991-September 1996); President, J.K. Schofield (October
1989-September 1991); Senior Vice President, INVEST Financial
Corporation (September 1982-October 1989).

Nancy H. Teeters (68) Director Economist; Director of Inland Steel Industries; formerly, Vice
President and Chief Economist of International Business Machines;
Member of the Board of Governors of the Federal Reserve System;
Governor of the Horace H. Rackham School of Graduate Studies of
the University of Michigan; Assistant Director of the Committee on
the Budget of the US House of Representatives; Senior Fellow at
the Library of Congress; Senior Fellow at the Brookings
Institution; staff at Office of Management and Budget, Council of
Economic Advisors and the Federal Reserve Board.

Robert C. Rosselot (38) Secretary Assistant General Counsel (since September 1997) of PIFM; formerly,
partner with the firm of Howard & Howard, Bloomfield Hills, Michigan
(December 1995-September 1997) and Corporate Counsel, Federated
Investors (1990-1995).
</TABLE>
B-7
<PAGE>
<TABLE>
<CAPTION>

POSITION WITH
NAME, ADDRESS AND AGE (1) THE TRUST PRINCIPAL OCCUPATIONS AND OTHER AFFILIATIONS FOR THE LAST FIVE YEARS
- ------------------------- --------- --------------------------------------------------------------------
<S> <C> <C>
Grace C. Torres (39) Treasurer and First Vice President (since December 1996) of PIFM; First Vice
Principal President (since March 1994) of Prudential Securities; formerly
Financial and First Vice President (March 1994-September 1996), Prudential
Accounting Mutual Fund Management, Inc. and Vice President (July 1989-March
Officer 1994) of Bankers Trust Corporation.

Stephen M. Ungerman (45) Assistant Vice President and Tax Director (since March 1996) of Prudential
Treasurer Investments; formerly First Vice President of Prudential Mutual
Fund Management, Inc. (February 1993-September 1996).
</TABLE>
- ----------
(1) Unless otherwise noted, the address for each of the above persons is c/o
Prudential Investments Fund Management LLC, Gateway Center Three, 100
Mulberry Street, Newark, New Jersey 07102-4077.

* "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 PIFM.

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. Under this phase-in provision, Mr. Beach is
scheduled to retire on December 31, 1999.

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

The Fund pays each of its Directors who is not an affiliated person of PIFM
annual compensation of $7,000, in addition to certain out-of-pocket expenses.
The amount of compensation paid to each Director may change as a result of the
introduction of additional funds upon which the Director will be asked to serve.

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.

B-8
<PAGE>

The following table sets forth the aggregate compensation paid by the Fund
for the fiscal year ended December 31, 1998 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 that of all other funds managed by
PIFM (Fund Complex) for the calendar year ended December 31, 1998.

COMPENSATION TABLE
<TABLE>
<CAPTION>
TOTAL
PENSION OR COMPENSATION
RETIREMENT FROM FUND
AGGREGATE BENEFITS ACCRUED ESTIMATED ANNUAL AND FUND
COMPENSATION AS PART OF FUND BENEFITS UPON COMPLEX PAID
NAME AND POSITION FROM FUND EXPENSES RETIREMENT TO DIRECTORS(2)
----------------- ------------- ------------ -------------- -----------------
<S> <C> <C>
Edward D. Beach--Director $7,000 None N/A $135,000(44/71)*
Stephen C. Eyre--Former Director $7,000 None N/A $ 45,000(14/17)*
Delayne D. Gold--Director $7,000 None N/A $135,000(44/71)*
Robert F. Gunia (1)--Director -- None N/A --
Don G. Hoff--Director $7,000 None N/A $ 45,000(14/17)*
Robert F. LaBlanc--Director $7,000 None N/A $ 45,000(14/17)*
Mendel A. Melzer (1)--Director -- None N/A --
Richard A. Redeker (1)--Former Director -- None N/A --
Robin B. Smith--Director $7,000 None N/A $ 90,000(32/41)*
Stephen Stoneburn--Director $7,000 None N/A $ 45,000(14/17)*
Brian M. Storms (1)--Director -- None `N/A --
Nancy H. Teeters--Director $7,000 None N/A $ 90,000(26/47)*
</TABLE>
- --------------
* Indicates number of funds/portfolios in Fund Complex (including the Fund)
to which aggregate compensation relates.
(1) Directors who are "interested", do not receive compensation from the Fund
Complex (including the Fund).

(2) Total compensation from all of the funds in the Fund Complex for the
calendar year ended December 31, 1998, including amounts deferred at the
election of Directors under the funds' Deferred Compensation Plans.
Including accrued interest, total deferred compensation amounted to
$116,225 for Robin B. Smith. Currently, Ms. Smith has agreed to defer some
of her fees at the T-Bill rate and other fees at the Fund rate.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

As of February 5, 1999, the Directors and officers of the Fund, as a group,
beneficially owned less than 1% of the outstanding shares of Common Stock of the
Fund.

As of February 5, 1999, the beneficial owners, directly or indirectly, of
more than 5% of the outstanding common stock of the Prudential MoneyMart Assets,
Inc. were Pru Defined Contributions SVSC.FBO Pru-Non-Trust Accounts, Att: John
Surdy, 30 Scranton Office Park, Moosic, PA held 35,923,604 Class Z shares (or
approximately 17% of the outstanding Class Z shares); Prudential Trust Company,
FBO PRU-DC Trust Accounts, Attn: John Surdy, 30 Scranton Office Park, Moosic, PA
held 36,252,449 Class Z shares (or approximately 17% of the outstanding Class Z
shares).

As of February 5, 1999, Prudential Securities was the record holder for
other beneficial owners of 6,075,620,600 Class A shares of the Fund,
representing approximately 96% of the Class A shares then outstanding. In the
event of any meetings of shareholders, Prudential Securities will forward, or
cause the forwarding of, proxy materials to the beneficial owners for which it
is the record holder.
INVESTMENT ADVISORY AND OTHER SERVICES

(a) INVESTMENT ADVISER
The manager of the Fund is Prudential Investments Fund Management LLC (PIFM
or the Manager), Gateway Center Three, 100 Mulberry Street, Newark, New Jersey
07102-4077. PIFM 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 December 31, 1998, PIFM
managed and/or administered open-end and closed-end management investment
companies with assets of approximately $70.5 billion. According to the
Investment Company Institute, as of November 30, 1998, the Prudential Mutual
Funds were the 18th largest family of mutual funds in the United States.

B-9
<PAGE>

PIFM is a subsidiary of Prudential Securities Incorporated. Prudential
Mutual Fund Services LLC (PMFS or the Transfer Agent), a wholly-owned subsidiary
of PIFM, 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), PIFM, 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, PIFM is obligated to keep certain books and
records of the Fund. PIFM 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 PIFM for the Fund are not exclusive under the terms of the
Management Agreement and PIFM is free to, and does, render management services
to others.
For its services, PIFM receives, pursuant the Management Agreement, 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
payable to PIFM, 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 compensation due to PIFM will be reduced by the amount of such excess.
Reductions in excess of the total compensation payable to PIFM will be paid by
PIFM to the Fund. Currently, the Fund believes that there are no such expense
limitations.
In connection with its management of the corporate affairs of the Fund
pursuant to the Management Agreement, PIFM bears the following expenses:

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

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

(c) the costs and expenses payable to The Prudential Investment
Corporation, doing business as Prudential Investments (PI), pursuant to the
subadvisory agreement between PIFM and PI (the Subadvisory Agreement).

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 charges and expenses of the Fund's legal counsel and independent
accountants, (e) brokerage commissions, if any, 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, including
the preparation and printing of the Fund's registration statements and
prospectuses for such purposes, and paying the fees and expenses of notice
filings made in accordance with state securities laws, (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 PIFM 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 (as defined in the Investment
Company Act), 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.

B-10
<PAGE>

For the fiscal years ended December 31, 1998, 1997, and 1996, PIFM received
management fees of $21,115,140, $21,943,602 and $22,378,655, respectively.
PIFM has entered into the Subadvisory Agreement with PI, a wholly-owned
subsidiary of Prudential. The Subadvisory Agreement provides that PI furnish
investment advisory services in connection with the management of the Fund. In
connection therewith, PI is obligated to keep certain books and records of the
Fund. PIFM continues to have responsibility for all investment advisory services
pursuant to the Management Agreement and supervises PI's performance of such
services. PI is reimbursed by PIFM for the reasonable costs and expenses
incurred by PI in furnishing services to PIFM.

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, with a 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 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, PIFM or PI upon not more than 60 days' nor less than 30
days' written notice. The Subadvisory Agreement provides that it will continue
in effect for a period of more than two years from its execution only so long as
such continuance is specifically approved by the Board of Directors at least
annually in accordance with the requirements of the Investment Company Act.

(b) PRINCIPAL UNDERWRITER, DISTRIBUTOR AND RULE 12B-1 PLAN
Prudential Investment Management Services LLC (PIMS or the Distributor),
Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102-4077, acts
as the distributor of the shares of the Fund. Prior to July 1, 1998, Prudential
Securities Incorporated (Prudential Securities, also referred to as the
Distributor), One Seaport Plaza, New York, New York 10292, served as the
distributor of the Fund's shares. As of February 5, 1999, more than 90% of the
outstanding voting shares of the Fund were owned by clients of Prudential
Securities.
Pursuant to the Distribution Agreement, the Fund has agreed to indemnify
the Distributor to the extent permitted by applicable law against certain
liabilities under the federal securities laws.
DISTRIBUTION AND SERVICE PLAN

Under the Fund's Distribution and Service Plan for the Class A shares (the
Plan) and the Distribution Agreement, the Fund pays the Distributor a
distribution and service 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. Under the
Plan, the Fund is required to pay the distribution and service fee regardless of
the expenses incurred by the Distributor.

For the fiscal year ended December 31, 1998, the Distributor received
payments of $8,512,971 under the Plan. It is estimated that this amount was
spent on: (i) account servicing fee credits to Prudential Securities branch
offices for payments of account servicing fees to account executives (91.09% or
$7,754,465) and (ii) an allocation of overhead and other branch office
distribution-related expenses (8.91% or $758,506). 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), an affiliated broker-dealer, 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.
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 Directors who are not interested persons of the Fund
and who have no direct or indirect financial interest in the Plan or in any
agreement relating to the Plan (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 for the services described therein without
shareholder approval, and all material amendments must also be approved by the
Board of Directors in the manner described above. The Plan will automatically
terminate in the event of its assignment.

B-11
<PAGE>

Pursuant to the Plan, the Directors will be provided with, and will review,
at least quarterly, a written report of the distribution expenses incurred on
behalf of the Fund by the Distributor. The report will include 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 the Distribution Agreement, the Fund has agreed to indemnify
the Distributor to the extent permitted by applicable law against certain
liabilities under the Securities Act of 1933, as amended.

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

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

Prudential Mutual Fund Services LLC (PMFS), Raritan Plaza One, Edison, New
Jersey 08837, serves as the Transfer and Shareholder Servicing Agent of the
Fund. It is a wholly-owned subsidiary of PIFM. 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. In connection with services rendered to the Fund, PMFS receives an
annual fee ($9.50) per shareholder account, a new account set up fee ($2.00) for
each manually-established account and a monthly inactive zero balance account
fee ($0.20) per shareholder account plus its out-of-pocket expenses, including
but not limited to postage, stationery, printing, allocable communications and
other costs.
PricewaterhouseCoopers LLP, 1177 Avenue of the Americas, New York, New York
10036, serves as the Fund's independent public accountants and in that capacity
audits the Fund's annual financial statements. PricewaterhouseCoopers LLP
provides audit services, accounting assistance, and consultation in connection
with Securities and Exchange Commission filings. The financial information for
the Fund provided under "Financial Statements" for the fiscal year ended
December 31, 1998 has been audited by PricewaterhouseCoopers LLP, whose report
is also included under "Financial Statements."

BROKERAGE ALLOCATION AND OTHER PRACTICES

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

B-12
<PAGE>

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.
During the fiscal years ended December 31, 1997, 1996 and 1995, the Fund
paid no brokerage commissions.

SECURITIES AND ORGANIZATION

The Fund is authorized to issue 15 billion shares of common stock, $.001
par value per share, divided into two classes, designated Class A and Class Z
common stock. Of the authorized shares of common stock of the Fund, 13 billion
shares consist of Class A shares and 2 billion shares consist of Class Z shares.

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
on any matter submitted to shareholders that relates solely to its arrangement
and has separate voting rights on any matter submitted to shareholders in which
the interests of one class differ from the interests of any other class, (iv)
each class has a different exchange privilege and (v) Class Z shares are offered
exclusively for sale to a limited group of investors. 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. The Board of Directors may increase or decrease the
number of authorized shares without approval by shareholders. Shares of the
Fund, when issued, are fully paid, nonassessable, fully transferable and
redeemable at the option of the holder.

The Fund does not intend to hold annual meetings of shareholders unless
otherwise required by law. The Fund will not be required to hold meetings of
shareholders unless, for example, the election of Directors is required to be
acted on by shareholders under the Investment Company Act. Shareholders have
certain rights, including the right to call a meeting upon a vote of 10% or more
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.

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.
Shares of the Fund may be purchased by investors through the Distributor,
by brokers that have entered its agreements to sell Fund shares, or directly
through Prudential Mutual Fund Services LLC (PMFS). Shares may also be purchased
through Prudential Securities or Pruco Securities Corporation (Prusec).
Prudential Securities clients who hold Fund shares through Prudential Securities
may benefit through administrative conveniences afforded them as Prudential
Securities clients, but may be subject to certain additional restrictions
imposed by Prudential Securities.

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 LLC (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.

B-13
<PAGE>

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. Also, shares purchased by check are not available to
cover checks until 10 calendar days after receipt of the purchase check by PMFS.
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."
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.

PMFS reserves the right to assess a service charge 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 LLC, 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 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 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. The Fund does not forward redemption proceeds
with respect to shares purchased by check until at least 10 calendar days after
receipt of the purchase check by PMFS.

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 LLC, at the
address set forth above.

If the proceeds of the redemption (a) exceed $50,000, (b) are to be paid to
a person other than the record owner, (c) are to be sent to an address other
than the address on the Transfer Agent's records or (d) are to be paid to a
corporation, partnership, trust or fiduciary, the signature(s) on the redemption
request and on the certificates, if any, or stock power must be guaranteed by an
"eligible guarantor institution." An "eligible guarantor institution" includes
any bank, broker, dealer or credit union. The Transfer Agent reserves the right
to request additional information from, and make reasonable inquiries of, any
eligible guarantor institution. Signature guarantees by savings banks, savings
and loan associations and notaries will not be accepted. PMFS may request
further documentation from corporations, executors, administrators, trustees or
guardians. 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.

REGULAR REDEMPTION. Shareholders may redeem their shares by sending to
PMFS, at the address set forth above, a written request, accompanied by duly
endorsed stock certificates, if issued. All written requests for redemption, and
any share certificates, must be endorsed by the shareholder with signature
guaranteed, as described above under "Expedited Redemption." PMFS may request
further documentation from corporations, executors, administrators, trustees or
guardians. Redemption proceeds are sent to a shareholder's address by check.

REDEMPTION IN KIND

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

RESTRICTIONS ON SALE

The Fund may suspend the right of redemption or postpone the date of
payment for a period of up to seven days. Suspensions or postponements may not
exceed seven days except (1) for any period (a) during which the New York Stock

B-14
<PAGE>

Exchange is closed other than customary weekend and holiday closings or (b)
during which trading on the New York Stock Exchange is restricted; (2) for any
period during which an emergency exists as a result of which (a) disposal by the
Fund of securities owned by it is not reasonably practicable or (b) it is not
reasonably practicable for the Fund fairly to determine the value of its net
assets; or (3) for such other periods as the SEC may by order permit for the
protection of shareholders of the Fund. The SEC by rules and regulations
determines the conditions under which (i) trading shall be deemed to be
restricted and (ii) an emergency is deemed to exist within the meaning of clause
(2) above.

NET ASSET VALUE

The Fund's net asset value per share is determined by subtracting its
liabilities from the value of its assets and dividing the remainder by the
number of outstanding shares.

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 investment
adviser under the supervision of the Board of Directors to be of minimal credit
risk and to be of "eligible quality" in accordance with regulations of the SEC.
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 a 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.

The Fund computes its net asset value at 4:30 PM New York time, on each day
the New York Stock Exchange (the Exchange) is open for trading. In the event the
New York Stock Exchange closes early on any business day, the net asset value of
the Fund's shares shall be determined at a time between such closing and 4:30 PM
New York time. The Exchange is closed on the following holidays: New Year's Day,
Martin Luther King Jr. Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

TAXES, DIVIDENDS AND DISTRIBUTIONS

The Fund has elected to qualify, and the Fund intends to remain qualified,
as a regulated investment company under Subchapter M of the Internal Revenue
Code of 1986, as amended. This relieves a fund (but not its shareholders) from
paying federal income tax on income which is distributed to shareholders, and,
if a fund did realize long-term capital gains, 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 that fund.

Qualification as a regulated investment company requires, among other
things, that (a) at least 90% of a fund's annual gross income (without reduction
for losses from the sale or other disposition of securities or foreign
currencies) be derived from interest, dividends, payments with respect to
securities loans, and gains from the sale or other disposition of securities or
options thereon, or other income (including, but not limited to, gains from
options) derived with respect to its business of investing in such securities;
(b) a fund must diversify its holdings so that, at the end of each quarter of
the taxable year, (i) at least 50% of the market value of a fund's assets is
represented by cash, U.S. Government obligations and other securities limited in
respect of any one issuer to an amount not greater than 5% of the market value
of the fund's assets and 10% of the outstanding voting securities of such
issuer, and (ii) not more than 25% of the value of its assets is invested in the
securities of any one issuer (other than U.S. Government obligations) and (c)
the fund must 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. The Fund does not anticipate realizing long-term capital
gains or losses. 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.

B-15
<PAGE>

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. For purposes of this excise tax, income on which the Fund pays income
tax is treated as distributed. The Fund intends to make timely distributions in
order to avoid this excise tax. For this purpose, dividends declared in October,
November and December payable to shareholders of record on a specified date in
October, November and December and paid in the following January will be treated
as having been received by shareholders on December 31 of the calendar year in
which declared. Under this rule, therefore, a shareholder may be taxed in the
prior year on dividends or distributions actually received in January of the
following year.

It is anticipated that the net asset value per share of the Fund will
remain constant. However, if the net asset value per share fluctuates, a
shareholder may realize gain or loss upon the disposition of a share.
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. Any gain
or loss realized upon a sale or redemption of shares by a shareholder who is not
a dealer in securities will generally be treated as long-term capital gain or
loss if the shares have been held for more than one year and otherwise as
short-term capital gain or loss. Any such loss, however, although otherwise
treated as short-term capital loss, will be long-term capital loss to the extent
of any capital gain distributions received by the shareholder, if the shares
have been held for six months or less. Furthermore, certain rules may apply
which would limit the ability of the shareholder to recognize any loss if, for
example, the shareholder replaced the shares within 30 days of the disposition
of the shares. 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.

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.

The budget proposals issued by the Clinton Administration on February 1,
1999 include proposed changes with respect to the U.S. federal income tax
treatment of distributions from mutual funds to foreign investors. Under present
law, interest income and short-term capital gains received by a U.S. money
market fund are recharacterized as dividend income that is subject to U.S.
withholding tax when distributed to foreign investors. The proposal would treat
all income received by a U.S. money market fund that invests substantially all
its assets in U.S. debt securities or cash as interest that is exempt from U.S.
withholding tax. The proposal would be effective for mutual fund taxable years
beginning after the date of enactment.

There can be no certainty as to whether any such proposal will be enacted
or if enacted what its effective date might be.

CALCULATION OF YIELD

The Fund will prepare a current quotation of yield daily. 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 shares, but excluding any capital changes, divided by the value
of the account at the beginning of the base period. 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 also may 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.

Effective yield = [(base period return + 1)365/7]-1

The yield and effective yield for Class A shares of the Fund based on the 7
days ended December 31, 1998 were 4.64% and 4.74%, respectively. The yield and
effective yield for Class Z shares of the Fund based on 7 days ended December
31, 1998 were 4.76% and 4.85%, respectively.

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 Financial Data,
Inc., The Bank Rate Monitor, other industry publication, business periodicals
and market indices.

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 a Fund is
held, but also in changes in the Fund's expenses. Yield does not take into
account any federal or state income taxes.

B-16

<PAGE>
Portfolio of Investments as
of December 31, 1998 PRUDENTIAL MONEYMART ASSETS, INC.
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Principal
Amount
(000) Description Value (Note 1)
<C> <S> <C>
------------------------------------------------------------
Bank Notes--7.3%
FCC National Bank
$ 36,000 5.19%, 1/15/99 $ 36,000,000
34,000 4.90%, 12/16/99 33,984,307
65,000 4.885%, 12/16/99 64,960,998
First Union National Bank
86,000 5.59%, 2/19/99 86,000,000
Key Bank N.A.
33,000 4.67%, 1/29/99 32,998,655
Nationsbank N.A.
121,000 5.05%, 2/16/99 121,000,000
92,000 4.90%, 12/14/99 91,957,780
--------------
466,901,740
- ------------------------------------------------------------
Certificates of Deposit - Domestic--4.9%
Bayerishe Hypotheken und Vereinsbank AG
11,000 5.675%, 3/3/99 10,999,207
Canadian Imperial Bank of Commerce
94,000 5.55%, 2/10/99 93,995,058
Chase Manhattan Bank (USA)
50,000 5.25%, 2/8/99 50,000,000
National Bank of Canada
75,000 5.23%, 3/2/99 75,000,000
Rabobank Nederland
80,000 5.50%, 2/9/99 79,993,438
--------------
309,987,703
- ------------------------------------------------------------
Certificates of Deposit - Eurodollar--3.7%
Abbey National Treasury Services
PLC
65,000 5.25%, 1/20/99 65,000,000
100,000 5.75%, 3/5/99 100,000,000
Barclays Bank
74,000 5.37%, 2/24/99 74,016,113
--------------
239,016,113
- ------------------------------------------------------------
Certificates of Deposit - Yankee--10.8%
ABN-Amro Bank
69,000 4.88%, 12/22/99 68,954,647
95,000 4.92%, 12/23/99 94,955,281
Barclays Bank PLC
$ 50,000 5.56%, 2/25/99 $ 49,995,664
Bayerische Landesbank Girozentrale
150,000 4.885%, 12/20/99 149,908,989
Deutsche Bank
150,000 5.54%, 2/24/99 149,989,353
25,000 5.57%, 2/26/99 24,998,161
50,000 5.62%, 2/26/99 49,996,322
50,000 5.63%, 2/26/99 49,993,384
50,000 5.66%, 3/3/99 49,995,996
--------------
688,787,797
- ------------------------------------------------------------
Commercial Paper--54.7%
Abbey National North America Corp.
14,000 5.229%, 2/9/99 13,920,693
Aetna Services Inc.
4,000 5.60%, 1/12/99 3,993,156
13,000 5.50%, 1/15/99 12,972,194
American General Finance Corp.
31,812 5.20%, 2/9/99 31,632,792
11,000 5.22%, 2/17/99 10,925,035
American Honda Finance Corp.
15,000 5.25%, 2/10/99 14,912,500
Aon Corp.
10,000 5.38%, 2/26/99 9,916,311
Associates Corp. of North America
42,000 5.22%, 2/16/99 41,719,860
100,000 5.11%, 3/9/99 99,048,972
Associates First Capital Corp.
75,000 5.20%, 2/9/99 74,577,500
9,000 5.16%, 2/16/99 8,940,660
50,000 5.29%, 2/17/99 49,654,681
Bank of Montreal
120,000 5.122%, 2/18/99 119,180,480
BBL North America Funding Corp.
42,000 5.185%, 1/22/99 41,872,967
80,000 5.09%, 1/28/99 79,694,600
9,090 5.33%, 1/29/99 9,052,317
Chase Manhattan Corp.
38,708 5.22%, 2/22/99 38,416,142
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-17

<PAGE>
Portfolio of Investments as
of December 31, 1998 PRUDENTIAL MONEYMART ASSETS, INC.
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Principal
Amount
(000) Description Value (Note 1)
<C> <S> <C>
------------------------------------------------------------
Commercial Paper (cont'd.)
Chrysler Financial Co., L.L.C.
$ 50,000 5.25%, 2/22/99 $ 49,620,833
CIT Group Holdings, Inc.
75,000 5.10%, 2/19/99 74,479,375
Coca-Cola Enterprises, Inc.
25,000 5.17%, 3/3/99 24,780,993
Cregem North America, Inc.
70,000 5.12%, 3/19/99 69,233,422
Daimler Benz North America
19,726 5.22%, 2/23/99 19,574,406
12,106 5.25%, 2/23/99 12,012,431
33,000 5.00%, 3/24/99 32,624,167
Duke Capital Corp.
3,536 5.20%, 1/4/99 3,534,468
Enterprise Funding Corp.
8,843 5.40%, 1/20/99 8,817,797
17,000 5.40%, 1/22/99 16,946,450
25,084 5.30%, 1/29/99 24,980,598
First Chicago Financial Corp.
35,000 5.12%, 2/11/99 34,795,911
Ford Motor Credit Corp.
21,000 5.398%, 1/14/99 21,000,000
123,026 5.10%, 3/8/99 121,875,707
General Electric Capital Corp.
67,000 5.16%, 1/29/99 66,731,107
125,936 5.11%, 3/8/99 124,756,190
34,259 5.11%, 3/9/99 33,933,187
48,000 4.88%, 6/11/99 46,952,427
General Motors Acceptance Corp.
140,000 5.19%, 1/26/99 139,495,417
179,700 5.06%, 1/29/99 178,992,781
Johnson Controls, Inc.
18,742 5.42%, 1/19/99 18,691,209
Merrill Lynch & Co., Inc.
148,210 5.14%, 3/19/99 146,580,596
Monte Rosa Capital Corp.
10,000 5.40%, 1/28/99 9,959,500
19,873 5.40%, 1/29/99 19,789,533
45,000 5.40%, 2/12/99 44,716,500
$ 49,000 5.30%, 2/19/99 $ 48,646,519
16,098 5.43%, 2/19/99 15,979,022
81,000 5.46%, 2/19/99 80,398,035
29,000 5.28%, 2/22/99 28,778,827
NationsBank Corp.
41,000 5.50%, 2/12/99 40,736,917
Nationwide Building Society
23,000 5.06%, 3/1/99 22,809,266
16,000 5.11%, 3/9/99 15,847,835
Nordbanken North America, Inc.
25,000 5.10%, 2/17/99 24,833,542
Norwest Financial, Inc.
34,000 5.23%, 3/4/99 33,693,754
Old Line Funding Corp.
60,900 5.40%, 1/14/99 60,781,245
24,589 5.40%, 1/15/99 24,537,363
9,000 5.37%, 1/29/99 8,962,410
PNC Funding Corp.
10,000 5.20%, 2/22/99 9,924,889
Preferred Receivables Funding
Corp.
11,000 5.40%, 2/16/99 10,924,100
SAFECO Corp.
16,825 4.90%, 3/29/99 16,625,764
10,589 5.08%, 4/19/99 10,427,624
5,000 5.08%, 4/28/99 4,917,450
Salomon Smith Barney Holdings,
Inc.
80,000 5.23%, 1/15/99 79,837,289
Sears Roebuck Acceptance Corp.
32,000 5.25%, 2/24/99 31,748,000
Toronto Dominion Holdings (USA)
45,362 4.90%, 6/4/99 44,411,162
200,000 4.90%, 6/8/99 195,698,889
UBS Finance (Delaware), Inc.
204,630 5.219%, 1/15/99 204,214,681
116,522 5.073%, 1/28/99 116,078,663
Unifunding, Inc.
28,000 5.23%, 2/5/99 27,857,628
150,000 5.10%, 2/26/99 148,810,000
Windmill Funding Corp.
32,000 5.60%, 1/15/99 31,930,311
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-18

The industry classification of portfolio holdings and other assets in excess of
liabilities shown as a percentage of net assets as of December 31, 1998 was as
follows:

Commercial Banks..................................... 53.9%
Security Brokers & Dealers........................... 10.2
Motor Vehicle........................................ 9.0
Asset Backed Securities.............................. 7.1
Short-Term Business Credit........................... 5.4
Bank Holding Companies-Domestic...................... 3.4
Personal Credit Institutions......................... 3.2
Health............................................... 2.5
Oil Construction..................................... 1.0
Mortgage Banks....................................... .6
Fire & Marine Casualty Insurance..................... .5
Beverages............................................ .4
Regulating Controls.................................. .3
Electric Services.................................... .1
-----
97.6
Other assets in excess of liabilities................ 2.4
-----
100.0%
-----
-----
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-19

<PAGE>
Statement of Assets and Liabilities PRUDENTIAL MONEYMART ASSETS, INC.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Assets December 31, 1998
-----------------
<S> <C>
Investments, at amortized cost which approximates market value.......................................... $ 6,211,281,484
Cash.................................................................................................... 391,643
Receivable for Fund shares sold......................................................................... 212,538,719
Interest receivable..................................................................................... 55,462,248
Deferred expenses and other assets...................................................................... 163,194
-----------------
Total assets......................................................................................... 6,479,837,288
-----------------
Liabilities
Payable for Fund shares reacquired...................................................................... 107,881,745
Accrued expenses........................................................................................ 4,492,225
Management fee payable.................................................................................. 1,652,875
Dividends payable....................................................................................... 1,149,310
Distribution fee payable................................................................................ 337,773
-----------------
Total liabilities.................................................................................... 115,513,928
-----------------
Net Assets.............................................................................................. $ 6,364,323,360
-----------------
-----------------
Net assets were comprised of:
Common Stock, at par ($.001 par value; 15 billion shares authorized for issuance).................... $ 6,364,323
Paid-in capital in excess of par..................................................................... 6,357,959,037
-----------------
Net assets, December 31, 1998........................................................................... $ 6,364,323,360
-----------------
-----------------
Class A:
Net asset value, offering price and redemption price per share
($6,152,043,681 / 6,152,043,681 shares of common stock issued and outstanding).................... $1.00
-----------------
-----------------
Class Z:
Net asset value, offering price and redemption price per share
($212,279,679 / 212,279,679 shares of common stock issued and outstanding)........................ $1.00
-----------------
-----------------
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-20

<PAGE>
PRUDENTIAL MONEYMART ASSETS, INC.
Statement of Operations
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended
Net Investment Income December 31, 1998
<S> <C>
Income
Interest.............................. $ 395,288,579
-----------------
Expenses
Management fee........................ 21,115,140
Distribution fee--Class A............. 8,512,971
Transfer agent's fees and expenses.... 15,824,400
Reports to shareholders............... 1,950,000
Registration fees..................... 536,000
Custodian's fees and expenses......... 215,000
Insurance............................. 99,000
Director's fees and expenses.......... 56,000
Audit fees and expenses............... 35,000
Legal fees and expenses............... 29,000
Miscellaneous......................... 111,062
-----------------
Total expenses..................... 48,483,573
-----------------
Net investment income.................... 346,805,006
-----------------
Net Realized Gain on Investments
Net realized gain on investment
transactions.......................... 24,512
-----------------
Net Increase in Net Assets
Resulting from Operations................ $ 346,829,518
-----------------
-----------------
</TABLE>

PRUDENTIAL MONEYMART ASSETS, INC.
Statement of Changes in Net Assets
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Increase (Decrease) Year Ended December 31,
in Net Assets 1998 1997
<S> <C> <C>
Operations
Net investment income... $ 346,805,006 $ 361,956,251
Net realized gain on
investment
transactions......... 24,512 10,050
---------------- ----------------
Net increase in net
assets resulting from
operations........... 346,829,518 361,966,301
---------------- ----------------
Dividends and distributions
to shareholders (Note 1)
Class A.............. (336,977,571) (353,829,321)
Class Z.............. (9,851,947) (8,136,980)
---------------- ----------------
(346,829,518) (361,966,301)
---------------- ----------------
Fund share transactions
(Note 4)
(At $1.00 per share)
Proceeds from shares
sold................. 30,787,213,555 32,812,146,168
Net asset value of
shares issued to
shareholders in
reinvestment of
dividends and
distributions........ 329,144,169 346,107,446
Cost of shares
reacquired........... (31,773,032,919) (33,601,689,773)
---------------- ----------------
Net decrease in net
assets from Fund
share transactions... (656,675,195) (443,436,159)
---------------- ----------------
Total decrease............. (656,675,195) (443,436,159)
Net Assets
Beginning of year.......... 7,020,998,555 7,464,434,714
---------------- ----------------
End of year................ $ 6,364,323,360 $ 7,020,998,555
---------------- ----------------
---------------- ----------------
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements. B-21

<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 any discount or premium.
Repurchase Agreements: 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. Expenses are recorded on the accrual basis which may require the
use of certain estimates by management. Net investment income of the Fund
consists of interest accrued and discount earned less estimated expenses
applicable to the dividend period. Net investment income (other than
distribution fees), and realized gains or losses, if any, are allocated daily to
each class of shares based upon the relative proportion of net assets of each
class at the beginning of the day.
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 investment income to its
shareholders. Therefore, no federal income tax provision is required.
The cost of portfolio securities for federal income tax purposes is
substantially the same as for financial reporting purposes.
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. Payment of dividends is
made monthly.
- ------------------------------------------------------------
Note 2. Agreements
The Fund has a management agreement with Prudential Investments Fund Management
LLC ('PIFM'). Pursuant to this agreement, PIFM has responsibility for all
investment advisory services and supervises the subadviser's performance of such
services. PIFM 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. PIFM 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 PIFM is computed daily and payable monthly, 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 Fund had a distribution agreement with Prudential Securities Incorporated
('PSI'), which acted as the distributor of the Class A and Class Z shares of the
Fund through June 30, 1998. Effective July 1, 1998, Prudential Investment
Management Services LLC ('PIMS') became the distributor of the Fund and is
serving the Fund under the same terms and conditions as under the agreement with
PSI. The Fund reimburses the distributors 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 PIMS as distributor of the Class Z shares of the Fund.
PSI, PIFM, PIMS and PIC are indirect, wholly owned subsidiaries of The
Prudential Insurance Company of America.
- --------------------------------------------------------------------------------
B-22

<PAGE>
Notes to Financial Statements PRUDENTIAL MONEYMART ASSETS, INC.
- --------------------------------------------------------------------------------
Note 3. Other Transactions with Affiliates
Prudential Mutual Fund Services LLC ('PMFS'), a wholly owned subsidiary of PIFM,
serves as the Fund's transfer agent. During the year ended December 31, 1998,
the Fund incurred fees of approximately $14,724,500 for the services of PMFS. As
of December 31, 1998, approximately $1,118,600 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 nonaffiliates.
- ------------------------------------------------------------
Note 4. Capital
The Fund offers Class A and Class Z shares. Class Z shares are not subject to
any distribution and/or service fees 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. Of the 6,364,323,360 shares of common stock issued
and outstanding at December 31, 1998, PIFM owned 590 and 270 shares of Class A
and Z, respectively.
Transactions in shares of common stock for the years ended December 31, 1998 and
1997 were as follows:
<TABLE>
<CAPTION>
Year ended
December 31,
------------------------------------
1998 1997
---------------- ----------------
<S> <C> <C>
Class A
- ---------------------------
Shares sold................ 30,236,936,348 32,421,538,819
Shares issued in
reinvestment of dividends
and distributions........ 319,520,177 338,151,149
Shares reacquired.......... (31,268,059,561) (33,211,266,138)
---------------- ----------------
Net decrease in shares
outstanding.............. (711,603,036) (451,576,170)
---------------- ----------------
---------------- ----------------
<CAPTION>
Class Z
- ---------------------------
<S> <C> <C>
Shares sold................ 550,277,207 390,607,349
Shares issued in
reinvestment of dividends
and distributions........ 9,623,992 7,956,297
Shares reacquired.......... (504,973,358) (390,423,635)
---------------- ----------------
Net increase in shares
outstanding.............. 54,927,841 8,140,011
---------------- ----------------
---------------- ----------------
</TABLE>
- --------------------------------------------------------------------------------
B-23

<PAGE>
Financial Highlights PRUDENTIAL MONEYMART ASSETS, INC.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Class A Class Z
---------------------------------------------------------------------- ---------------------
Year Ended
Year Ended December 31, December 31,
---------------------------------------------------------------------- ---------------------
1998 1997 1996 1995 1994 1998 1997
---------- ---------- ---------- ---------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING
PERFORMANCE:
Net asset value, beginning
of period................ $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
Net investment income and
net realized gains........ .050 .050 .048 .054 .037 .051 .051
Dividends and distributions
to shareholders........... (.050) (.050) (.048) (.054) (.037) (.051) (.051)
---------- ---------- ---------- ---------- ---------- -------- --------
Net asset value, end of
period................... $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
---------- ---------- ---------- ---------- ---------- -------- --------
---------- ---------- ---------- ---------- ---------- -------- --------
TOTAL RETURN(a)............. 5.06% 5.09% 4.97% 5.51% 3.72% 5.19% 5.22%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(000).................... $6,152,044 $6,863,647 $7,315,223 $7,221,658 $6,544,880 $212,280 $157,352
Average net assets (000).... $6,810,377 $7,121,692 $7,326,023 $6,914,520 $7,071,381 $194,669 $159,508
Ratios to average net
assets:
Expenses, including
distribution fee...... .69% .70% .71% .69% .71% .57% .58%
Expenses, excluding
distribution fee...... .57% .58% .59% .56% .58% .57% .58%
Net investment income.... 4.95% 4.97% 4.83% 5.38% 3.65% 5.07% 5.10%

<CAPTION>
March 1,
1996(b)
Through
December 31,
1996
------------
<S> <C>
PER SHARE OPERATING
PERFORMANCE:
Net asset value, beginning
of period................ $ 1.000
Net investment income and
net realized gains........ .040
Dividends and distributions
to shareholders........... (.040)
------------
Net asset value, end of
period................... $ 1.000
------------
------------
TOTAL RETURN(a)............. 4.12%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period
(000).................... $149,212
Average net assets (000).... $121,135
Ratios to average net
assets:
Expenses, including
distribution fee...... .59%(c)
Expenses, excluding
distribution fee...... .59%(c)
Net investment income.... 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. B-24

<PAGE>
Report of Independent Accountants PRUDENTIAL MONEYMART ASSETS, INC.
- --------------------------------------------------------------------------------
To the Shareholders and Board of Directors of
Prudential MoneyMart Assets, Inc.
In our opinion, the accompanying statement of assets and liabilities, including
the portfolio of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of Prudential MoneyMart Assets, Inc.
(the 'Fund') at December 31, 1998, the results of its operations for the year
then ended, and the changes in its net assets and the financial highlights for
each of the two years in the period then ended, in conformity with generally
accepted accounting principles. These financial statements and financial
highlights (hereafter referred to as 'financial statements') are the
responsibility of the Fund's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits, which included confirmation of securities at December 31, 1998 by
correspondence with the custodian, provide a reasonable basis for the opinion
expressed above. The accompanying financial highlights for the three years ended
December 31, 1996 were audited by other independent accountants whose report
dated February 6, 1997 was unqualified.

PricewaterhouseCoopers LLP
1177 Avenue of the Americas
New York, New York
February 12, 1999
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APPENDIX I
DESCRIPTION OF RATINGS

BOND RATINGS

MOODY'S INVESTORS SERVICE, INC.--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 S&P. 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.

FITCH IBCA--The following summarizes the ratings used by Fitch IBCA
for long-term debt:

"AAA": Highest credit quality. "AAA" ratings denote the lowest
expectation of credit risk. They are assigned only in case of exceptionally
strong capacity for timely payment of financial commitments. This capacity
is highly unlikely to be adversely affected by foreseeable events.

"AA": Very high credit quality. "AA" ratings denote a very low
expectation of credit risk. They indicate very strong capacity for timely
payment of financial commitments. This capacity is not significantly
vulnerable to foreseeable events.

"A": High credit quality. "A" ratings denote a low expectation of
credit risk. The capacity for timely payment of financial commitments is
considered strong. This capacity may, nevertheless, be more vulnerable to
changes in circumstances or in economic conditions than is the case for
higher ratings.

"BBB": Good credit quality. "BBB" ratings indicate that there is
currently a low expectation of credit risk. The capacity for timely payment
of financial commitments is considered adequate, but adverse changes in
circumstances and in economic conditions are more likely to impair this
capacity. This is the lowest investment grade category.

"+" or "-" may be appended to a rating to denote relative status within major
rating categories. Such suffixes are not added to the "AAA" long-term rating
category or to categories below "CCC".

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 supporting institutions) have a

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superior ability for repayment of senior short-term debt obligations. Issuers
rated "Prime-2" (or supporting institutions) have a strong ability for repayment
of senior short-term debt obligations. Issuers rated "Prime-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.

D-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.

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

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

D-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.

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

The following summarizes the ratings used by Fitch IBCA for short-term
debt, which apply to most obligations with maturities of less than 12 months, or
up to three years for U.S. public finance securities:

"F1": Highest credit quality. Indicates the strongest capacity for
timely payment of financial commitments; may have an added "+" to denote
any exceptionally strong credit feature.

"F2": Good credit quality. A satisfactory capacity for timely payment
of financial commitments, but the margin of safety is not as great as in
the case of the higher ratings.

"F3": Fair credit quality. The capacity for timely payment of
financial commitments is adequate, however, near-term adverse changes could
result in a reduction to non-investment grade.

"B": Speculative. Minimal capacity for timely payment of financial
commitments, plus vulnerability to near-term adverse changes in financial
and economic conditions.

"C": High default risk. Default is a real possibility. Capacity for
meeting financial commitments is solely reliant upon a sustained, favorable
business and economic environment.

"D": Default. Denotes actual or imminent payment default.

"+" or "-" may be appended to a rating to denote relative status within major
rating categories. Such suffixes are not added to short-term ratings other than
"F1".

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APPENDIX II

INFORMATION RELATING TO PRUDENTIAL

Set forth below is information relating to The Prudential Insurance Company
of America (Prudential) and its subsidiaries as well as information relating to
the Prudential Mutual Funds. See "How the Fund is Managed--Manager" in the
Prospectus. The data will be used in sales materials relating to the Prudential
Mutual Funds. Unless otherwise indicated, the information is as of December 31,
1996 and is subject to change thereafter. All information relies on data
provided by The Prudential Investment Corporation (PIC) or from other sources
believed by the Manager to be reliable. Such information has not been verified
by the Fund.

Information about Prudential

The Manager and PIC(1) are subsidiaries of Prudential, which is one of the
largest diversfied financial services institutions in the world and, based on
total assets, the largest insurance company in North America as of December
31,1996. Principal products and services include life and health insurance,
other healthcare products, property and casualty insurance, securities
brokerage, asset management, investment advisory services and real estate
brokerage. Prudential (together with its subsidiaries) employs almost 81,000
persons worldwide, and maintains a sales force of approximately 11,500 agents
and nearly 6,400 financial advisors. 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. Prudential
uses the Rock of Gibraltar as its symbol. The Prudential rock is a recognized
brand name throughout the world.

INSURANCE. Prudential has been engaged in the insurance business since
1875. It insures or provides financial services to nearly 50 million people
worldwide. Long one of the largest issuers of individual life insurance, the
Prudential has 22 million life insurance policies in force today with a face
value of $1 trillion. Prudential has the largest capital base ($12.1 billion) of
any life insurance company in the United States. Prudential provides auto
insurance for approximately 1.6 million cars and insures approximately 1.2
million homes.
MONEY MANAGEMENT. Prudential is one of the largest pension fund managers in
the country, providing pension services to 1 in 3 Fortune 500 firms. It manages
$36 billion of individual retirement plan assets, such as 401(k) plans. As of
December 31,1996, Prudential had more than $332 billion in assets under
management. Prudential Investments, a business group of Prudential (of which
Prudential Mutual Funds is a key part), manages over $211 billion in assets of
institutions and individuals. In PENSIONS & INVESTMENTS, May 12, 1997,
Prudential was ranked third in terms of total assets under management.

REAL ESTATE. 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.(2)

HEALTHCARE. Over two decades ago, the Prudential introduced the first
federally-funded, for-profit HMO in the country. Today, approximately 4.6
million Americans receive healthcare from a Prudential managed care membership.

FINANCIAL SERVICES. The Prudential Bank, a wholly-owned subsidiary of
Prudential, has over $1 billion in assets and serves nearly 1.5 million
customers across 50 states.

INFORMATION ABOUT THE PRUDENTIAL MUTUAL FUNDS

As of December 31, 1997, Prudential Investments Fund Management LLC is the
eighteenth largest mutual fund company in the country, with over 2.5 million
shareholders invested in more than 50 mutual fund portfolios and variable
annuities with more than 3.7 million shareholder accounts.

The Prudential Mutual Funds have over 30 portfolio managers who manage over
$55 billion in mutual fund and variable annuity assets. Some of Prudential's
portfolio managers have over 20 years of experience managing investment
portfolios.
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(1) Prudential Investments, a business group of PIC, serves as the subadviser
to substantially all of the Prudential Mutual Funds. Wellington Management
Company serves as the subadviser to Global Utility Fund, Inc.,
Nicholas-Applegate Capital Management as the subadviser to
Nicholas-Applegate Fund, Inc., Jennison Associates Capital Corp. as the
subadviser to Prudential Jennison Series Fund, Inc. and Prudential Active
Balanced Fund, a portfolio of Prudential Dryden Fund and Mercator Asset
Management L.P. as the subadviser to International Stock Series is a
portfolio of Prudential World Fund, Inc. and BlackRock Financial Management
Inc. as subadviser to The BlackRock Government Income Trust. There are
multiple subadvisers for The Target Portfolio Trust.

(2) As of December 31, 1996.

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From time to time, there may be media coverage of portfolio managers and
other investment professionals associated with the Manager and the Subadviser in
national and regional publications, on television and in other media.
Additionally, individual mutual fund portfolios are frequently cited in surveys
conducted by national and regional publications and media organizations such as
THE WALL STREET JOURNAL, THE NEW YORK TIMES, BARRON'S and USA TODAY.

EQUITY FUNDS. FORBES magazine listed Prudential Equity Fund among twenty
mutual funds on its Honor Roll in its mutual fund issue of August 28,1995.
Honorees are chosen annually among mutual funds (excluding sector funds) which
are open to new investors and have had the same management for at least five
years. Forbes considers, among other criteria, the total return of a mutual fund
in both bull and bear markets as well as a fund's risk profile. Prudential
Equity Fund is managed with a "value" investment style by PlC. In 1995,
Prudential Securities introduced Prudential Jennison Growth Fund, a growth-style
equity fund managed by Jennison Associates Capital Corp., a premier
institutional equity manager and a subsidiary of Prudential.

HIGH YIELD FUNDS. Investing in high yield bonds is a complex and research
intensive pursuit. A separate team of high yield bond analysts monitor
approximately 167 issues held in the Prudential High Yield Fund (currently the
largest fund of its kind in the country) along with 100 or so other high yield
bonds, which may be considered for purchase.(3) Non-investment grade
bonds, also known as junk bonds or high yield bonds, are subject to a greater
risk of loss of principal and interest including default risk than
higher-rated bonds. Prudential high yield portfolio managers and analysts
meet face-to-face with almost every bond issuer in the High Yield
Fund's portfolio annually, and have additional telephone contact throughout the
year.

Prudential's portfolio managers are supported by a large and sophisticated
research organization. Fourteen investment grade bond analysts monitor the
financial viability of approximately 1,750 different bond issuers in the
investment grade corporate and municipal bond markets--from IBM to small
municipalities, such as Rockaway Township, New Jersey. These analysts consider,
among other things, sinking fund provisions and interest coverage ratios.

Prudential's portfolio managers and analysts receive research services from
almost 200 brokers and market service vendors. They also receive nearly 100
trade publications and newspapers--from PULP and PAPER FORECASTER to WOMEN'S
WEAR DAILY--to keep them informed of the industries they follow.

Prudential Mutual Funds' traders scan over 100 computer monitors to collect
detailed information on which to trade. From natural gas prices in the Rocky
Mountains to the results of local municipal elections, a Prudential portfolio
manager or trader is able to monitor it if it's important to a Prudential Mutual
Fund.

Prudential Mutual Funds trade approximately $31 billion in U.S. and foreign
government securities a year. PlC seeks information from government policy
makers. In 1995, Prudential's portfolio managers met with several senior U.S.
and foreign government officials, on issues ranging from economic conditions in
foreign countries to the viability of index-linked securities in the United
States.

Prudential Mutual Funds' portfolio managers and analysts met with over
1,200 companies in 1995, often with the Chief Executive Officer (CEO) or Chief
Financial Officer (CFO). They also attended over 250 industry conferences.

Prudential Mutual Funds' global equity managers conducted many of their
visits overseas, often holding private meetings with a company in a foreign
language (our global equity managers speak 7 different languages, including
Mandarin Chinese).

TRADING DATA.(4) On an average day, Prudential Mutual Funds' U.S. and
foreign equity trading desks traded $77 million in securities representing over
3.8 million shares with nearly 200 different firms. Prudential Mutual Funds'
bond trading desks traded $157 million in government and corporate bonds on an
average day. That represents more in daily trading than most bond funds tracked
by Lipper even have in assets.(5) Prudential Mutual Funds' money market desk
traded $3.2 billion in money market securities on an average day, or over $800
billion a year. They made a trade every 3 minutes of every trading day. 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.(6)
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(3) As of December 31,1995. The number of bonds and the size of the Fund are
subject to change.

(4) Trading data represents average daily transactions for portfolios of the
Prudential Mutual Funds for which PlC serves as the subadviser, portfolios
of the Prudential Series Fund and institutional and non-U.S. accounts
managed by Prudential Mutual Fund Management LLC, a division of PIC, for
the year ended December 31, 1995.

(5) Based on 669 funds in Lipper Analytical Services categories of Short U.S.
Treasury, Short U.S. Government, Intermediate U.S. Treasury, IntermedIate
U.S. Government, Short Investment Grade Debt, Intermediate Investment Grade
Debt, General U.S. Treasury, General U.S. Government and Mortgage funds.

(6) As of December 31, 1994.

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Based on complex-wide data, on an average day, over 7,250 shareholders
telephoned Prudential Mutual Fund Services LLC, 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.

INFORMATION ABOUT PRUDENTIAL SECURITIES

Prudential Securities is the fifth largest retail brokerage firm in the
United States with approximately 6,000 financial advisors. It offers to its
clients a wide range of products, including Prudential Mutual Funds and
Annuities. As of December 31, 1997, assets held by Prudential Securities for its
clients approximated $235 billion.

During 1997, approximately 29,000 new customer accounts were opened each
month at PSI.(7)

Prudential Securities has a two-year Financial Advisor training program
plus advanced education programs, including Prudential Securities "university,"
which provides advanced education in a wide array of investment areas.
Prudential Securities is the only Wall Street firm to have its own in-house
Certified Financial Planner (CFP) program. In the December 1995 issue of
REGISTERED REP, an industry publication, Prudential Securities Financial Advisor
Training program, received a grade of A- (compared to an industry average of
B+).

In 1995, Prudential Securities' equity research team ranked 8th in
INSTITUTIONAL INVESTOR magazine's 1995 "All America Research Team" survey. Three
Prudential Securities analysts were ranked as first-team finishers.(8)

In addition to training, Prudential Securities provides its financial
advisors with access to firm economists and market analysts. It has also
developed proprietary tools for use by financial advisors, including the
Financial Architect, a state-of-the-art asset allocation software program which
helps Financial Advisors to evaluate a client's objectives and overall financial
plan, and a comprehensive mutual fund information and analysis system that
compares different mutual funds.

Standard & Poor's rates Prudential Securities Incorporated BBB+ with a
"Stable Outlook."

For more complete information about any of the Prudential Mutual Funds,
including charges and expenses, call your Prudential Securities financial
adviser or Pruco/Prudential representative for a free prospectus. Read it
carefully before you invest or send money.
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7 As of December 31, 1997.

8 On an annual basis, Institutional Investor magazine surveys more than 700
institutional money managers, chief investment officers and research
directors, asking them to evaluate analysts In 76 industry sectors. Scores
are produced by taking the number of votes awarded to an individual analyst
and weighing them based on the size of the voting institution. In total,
the magazine sends its survey to approximately 2,000 institutions and a
group of European and Asian institutions.

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