FORM 24F-2
[Adopted in Release No. IC-21332
((ParagraphMark)85,650), effective October 10, 1995, 60 FR 47071.]
ANNUAL NOTICE OF SECURITIES SOLD PURSUANT TO RULE 24F-2
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
Read instructions at end of Form before preparing Form.
Please print or type.
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1. Name and address of issuer:
PRUDENTIAL VARIABLE CONTRACT ACCOUNT-11
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2. Name of each series or class of funds for which this notice is filed:
Not applicable for VCA-11
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3. Investment company Act File Number: 811-3422
Securities Act File Number: 2-76581
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4. Last day of fiscal year for which this notice if filed:
12/31/96
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5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's
24-f-2 declaration:
[ ]
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6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
N/A
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7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year:
-0-
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8. Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2:
-0-
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9. Number and aggregate sale price of securities sold during the fiscal year:
42,970,958 $97,217,613
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10. Number and aggregate sale price of securities sold during the fiscal year in
reliance upon registration pursuant to rule 24f-2:
42,970,958 $97,217,613
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<PAGE>
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11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
N/A
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12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2 (from Item 10):
$ 97,217,613
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(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans (from Item 11, if applicable):
+ -0-
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(iii) Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable):
- 87,697,755
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(iv) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to rule 24e-2
(if applicable):
+ -0-
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(v) Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 [line (i), less line (iii), plus
line (iv)] (if applicable):
9,519,858
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(vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933 or
other applicable law or regulation (see Instruction C.6):
X .00030303
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(ivii) Fee due [line (i) or line (v) multiplied by line (vi)]:
2,885
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INSTRUCTION: Issuers should complete lines (ii), (iii), (iv), and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's lockbox depository
as described in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
Thursday, February 27, 1997
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SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ THOMAS A. EARLY
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Secretary
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Date 2/28/97
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* Please print the name and title of the signing officer below the signature.
SHEA & GARDNER
1800 MASSACHUSETTS AVENUE, N.W.
WASHINGTON, D.C. 20036
(202) 828-2000
Fax: (202) 828-2195
February 24, 1997
The Prudential Insurance Company of America
The Prudential Variable Contract Account-11
30 Scranton Office Park
Moosic, Pennsylvania 18507
Re: Registration No. 2-76581
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Ladies and Gentlemen:
We have served as counsel to The Prudential Insurance Company of America
(the "Company") in connection with the registration with the Securities and
Exchange Commission of an indefinite number of securities (specifically variable
annuity insurance contracts) issued by The Prudential Variable Contract
Account-11 (the "Account") pursuant to Rule 24f-2 under the Investment Company
Act of 1940, as amended. The Company and the Account are preparing to file a
Form 24F-2 with the Commission pursuant to which the registration of $97,217,613
worth of such securities issued during the year ended December 31, 1996 is made
definite.
Based on our examination of the relevant documents contained in the
Account's registration statement, and assuming that the variable annuity
insurance contracts were issued in accordance with the terms described in that
registration statement, that the Account received payment for the contracts, and
that the appropriate action was taken to qualify the sale of the variable
annuity insurance contracts under applicable state laws, we are of the opinion
that the variable annuity insurance contracts are valid, legal and binding
obligations of the Company and the Account in accordance with their terms and
are nonassessable.
We consent to the filing of the opinion, in connection with Form 24F-2,
with the Securities and Exchange Commission.
Yours truly,
SHEA & GARDNER
/s/ CHRISTOPHER E. PALMER
By: Christopher E. Palmer
