PRUDENTIAL VARIABLE CONTRACT ACCOUNT 10, 485BPOS, 1996-04-30

PRUDENTIAL VARIABLE CONTRACT ACCOUNT 10
485BPOS, 1996-04-30

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<PAGE>
Registration No. 2-76580

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------

Form N-3

REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933

POST-EFFECTIVE AMENDMENT NO. 27
and
REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 29

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

THE PRUDENTIAL VARIABLE CONTRACT ACCOUNT-10
(Exact Name of Registrant)

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
(Name of Insurance Company)
Prudential Plaza
Newark, New Jersey 07102-3777
(201) 802-8781
(Address and telephone number of Insurance Company's
principal executive offices)
--------------------------------------

C. CHRISTOPHER SPRAGUE
Assistant General Counsel
The Prudential Insurance Company of America
c/o Prudential Defined Contribution Services
30 Scranton Office Park
Moosic, Pennsylvania 18507-1789
(Name and address of agent for service)

Copy to:
Lawrence J. Latto
Jeffrey C. Martin
Shea & Gardner
1800 Massachusetts Avenue, N.W.
Washington, DC 20036
-------------------------

Registrant has registered an indefinite amount of securities pursuant to Rule
24f-2 under the Investment Company Act of 1940. The 24f-2 notice for fiscal year
1995 was filed on February 27, 1996.

For the purpose of Amending the Registration Statement.
Fiscal year ending December 31, 1995

It is proposed that this filing will become effective (Check appropriate space):
___ immediately upon filing pursuant to paragraph (b) of Rule 485

_X_ on May 1, 1996 pursuant to paragraph (b) of Rule 485
(date)

___ 60 days after filing pursuant to paragraph (a)(i) of Rule 485
___ on ___________ pursuant to paragraph (a)(i) of Rule 485
(date)
___ 75 days after filing pursuant to paragraph (a)(ii) of Rule 485
___ on ___________ pursuant to paragraph (a)(ii) of Rule 485
(date)
<PAGE>
CROSS REFERENCE SHEET

Pursuant to Rule 495(a) under the Securities Act of 1933 indicating the location
in the Prospectus and Statement of Additional Information called for by the
Items of Parts A and B of Form N-3.

<TABLE>
<C> <S> <C>
Heading in Prospectus or Statement
Item Number and Caption of Additional Information

1. Cover Page......................................... Cover Page
2. Definitions........................................ Definition of Special Terms
Used in this Prospectus
3. Synopsis or Highlights............................. Summary
4. Condensed Financial Information.................... Condensed Financial Information
5. General Description of Registrant The Prudential; The Accounts;
and Insurance Company............................. Investment Practices
6. Management......................................... Management
7. Deductions and Expenses............................ Fee Tables; Charges; The Contracts,
Exchange Offer
8. General Description of Summary; Contacting Prudential; The
Variable Annuity Contracts........................ Contracts, The Accumulation
Period; Changes in the Contracts;
Voting Rights
9. Annuity Period..................................... The Contracts, The Annuity Period
10. Death Benefit...................................... The Contracts, Death Benefits
11. Purchases and Contract Value....................... The Prudential; Investment
Practices, Determination of Asset
Value; The Contracts, The
Accumulation Period
12. Redemptions........................................ The Contracts, Withdrawal
(Redemption) of Contributions,
Systematic Withdrawal Plan, Texas
Optional Retirement Program
13. Taxes.............................................. Federal Tax Status
14. Legal Proceedings.................................. Legal Proceedings
15. Table of Contents of the Table of Contents-Statement of
Statement of Additional Information............... Additional Information
16. Cover Page......................................... Cover Page
17. Table of Contents.................................. Table of Contents
18. General Information and History.................... Not Applicable
19. Investment Objectives and Policies................. Investment Management and
Administration of VCA-10, VCA-11
and VCA-24
20. Management......................................... The VCA-10 and VCA-11 Committees
21. Investment Advisory and Other Services............. Investment Management and
Administration of VCA-10, VCA-11
and VCA-24
22. Brokerage Allocation............................... Investment Management and
Administration of the Accounts,
Portfolio Brokerage and Related
Practices
23. Purchase and Pricing of Securities Being Offered... Not Applicable
24. Underwriters....................................... Investment Management and
Administration of the Accounts;
Sale of the Contracts
25. Calculation of Performance Data.................... Performance Information
26. Annuity Payments................................... Not Applicable
27. Financial Statements............................... Financial Statements of VCA-10;
Financial Statements of VCA-11;
Financial Statements of VCA-24;
Financial Statements of Prudential
</TABLE>
<PAGE>
PROSPECTUS

May 1, 1996

THE MEDLEY (SM) PROGRAM
GROUP VARIABLE ANNUITY CONTRACTS
issued through

THE PRUDENTIAL THE PRUDENTIAL
VARIABLE CONTRACT ACCOUNT-10 VARIABLE CONTRACT ACCOUNT-11
THE PRUDENTIAL
VARIABLE CONTRACT ACCOUNT-24

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

The Prudential Variable Contract Account-10 will invest primarily in common
stocks selected with the objective of long-term growth, taking into account both
income and capital appreciation.

The Prudential Variable Contract Account-11 will invest in money market
instruments selected with the objective of obtaining as high a level of current
income as is consistent with the preservation of capital and liquidity. An
investment in The Prudential Variable Contract Account-11 is neither insured nor
guaranteed by the U.S. Government, and there can be no assurance that the
Account will be able to maintain a stable net asset value.

Each of the Subaccounts of The Prudential Variable Contract Account-24 will
invest in the corresponding Portfolio of The Prudential Series Fund, Inc. (the
"Fund"). The accompanying Prospectus for the Fund describes the investment
objectives of the seven Portfolios currently available to Participants: the
Diversified Bond Portfolio, the Government Income Portfolio, the Conservative
Balanced Portfolio, the Flexible Managed Portfolio, the Stock Index Portfolio,
the Equity Portfolio and the Global Portfolio (except for the Stock Index
Portfolio, these were formerly named the Bond Portfolio, the Government
Securities Portfolio, the Conservatively Managed Flexible Portfolio, the
Aggressively Managed Flexible Portfolio, the Common Stock Portfolio, and the
Global Equity Portfolio).

This Prospectus provides information a prospective investor should know before
investing. Additional information about the Contracts has been filed with the
Securities and Exchange Commission in a Statement of Additional Information,
dated May 1, 1996, which information is incorporated herein by reference and is
available without charge upon written or oral request directed to the address or
telephone number shown below. The Table of Contents of the Statement of
Additional Information appears on page 35 of this Prospectus.

PLEASE READ THIS PROSPECTUS CAREFULLY AND RETAIN IT FOR FUTURE REFERENCE.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------

The Prudential Insurance Company of America
c/o Prudential Defined Contribution Services
30 Scranton Office Park
Moosic, PA 18507-1789
Telephone 1-800-458-6333
The Prudential Rock Logo

- ---------------------
- --------------------------------------------------------------------------------
<PAGE>
CONTENTS

<TABLE>
<S> <C> <C> <C> <C>
PAGE
DEFINITION OF SPECIAL TERMS USED IN THIS PROSPECTUS............................................. 2
FEE TABLES...................................................................................... 3
SUMMARY......................................................................................... 5
CONDENSED FINANCIAL INFORMATION-VCA-10.......................................................... 8
CONDENSED FINANCIAL INFORMATION-VCA-11.......................................................... 9
CONDENSED FINANCIAL INFORMATION-VCA-24.......................................................... 10
INTRODUCTION.................................................................................... 11
THE PRUDENTIAL.................................................................................. 11
THE ACCOUNTS.................................................................................... 11
THE FUND........................................................................................ 11
INVESTMENT PRACTICES............................................................................ 12
VCA-10's investment objective........................................................ 12
VCA-10's investment policy........................................................... 12
Options on Equity Securities......................................................... 12
Options on Stock Indices............................................................. 13
Stock Index Futures Contracts and Options on Futures Contracts....................... 13
When-Issued and Delayed Delivery Securities.......................................... 13
Short Sales Against the Box.......................................................... 13
VCA-11's investment objective........................................................ 13
VCA-11's investment policy........................................................... 13
Repurchase Agreements................................................................ 14
When-Issued and Delayed Delivery Securities.......................................... 15
The investment objectives of the Fund Portfolios..................................... 16
Determination of asset value......................................................... 16
MANAGEMENT...................................................................................... 17
CHARGES......................................................................................... 17
Deferred Sales Charge................................................................ 17
Limitations on Sales Charges......................................................... 18
Annual Account Charge................................................................ 18
Charge for Administrative Expenses and Investment Management Services................ 19
Modification of Charges.............................................................. 19
THE CONTRACTS................................................................................... 19
The Accumulation Period.............................................................. 20
1. Contributions; Crediting Units; Enrollment Forms;
Deduction for Administrative Expenses................................. 20
2. Valuation of a Participant's Account.................................. 21
3. The Unit Value........................................................ 21
4. The Unit Change Factor for Any Business Day........................... 21
5. Withdrawal (Redemption) of Contributions.............................. 21
6. Systematic Withdrawal Plan............................................ 22
7. Texas Optional Retirement Program..................................... 23
8. Death Benefits........................................................ 24
9. Discontinuance of Contributions....................................... 25
10. Transfer Payments..................................................... 25
11. Telephone Requests.................................................... 26
12. Exchange Offer into MEDLEY............................................ 26
13. Exchange Offer out of MEDLEY.......................................... 26
14. Loans................................................................. 27
15. Modified Procedures................................................... 28
The Annuity Period................................................................... 28
1. Electing the Annuity Date and the Form of Annuity..................... 28
2. Available Forms of Annuity............................................ 29
3. Purchasing the Annuity................................................ 29
Assignment........................................................................... 30
Changes in the Contracts............................................................. 30
Reports.............................................................................. 30
Performance Information.............................................................. 30
Participation in divisible surplus................................................... 30
FEDERAL TAX STATUS.............................................................................. 31
VOTING RIGHTS................................................................................... 33
OTHER CONTRACTS ON A VARIABLE BASIS............................................................. 34
STATE REGULATION................................................................................ 34
LEGAL PROCEEDINGS............................................................................... 34
ADDITIONAL INFORMATION.......................................................................... 35
TABLE OF CONTENTS--STATEMENT OF ADDITIONAL INFORMATION.......................................... 35
APPENDIX........................................................................................ 36
NOTE: ALL MASCULINE REFERENCES IN THIS PROSPECTUS ARE INTENDED TO INCLUDE THE FEMININE GENDER. THE
SINGULAR CONTEXT ALSO INCLUDES THE PLURAL AND VICE VERSA WHERE NECESSARY.
</TABLE>

<PAGE>
DEFINITION OF SPECIAL TERMS USED IN THIS PROSPECTUS

ACCUMULATION ACCOUNT--An account established for each Participant to record the
amount credited to the Participant under a Contract. Separate accounts are
maintained for each investment option.

ACCUMULATION PERIOD--The period, prior to the effecting of an annuity, during
which the amount credited to a Participant may vary with the investment
performance of VCA-10, VCA-11, any Subaccount of VCA-24, or the rate credited
under the companion contract, as selected.

COMPANION CONTRACT--A fixed-dollar group annuity contract issued by Prudential
under which contributions may be made for Participants in the MEDLEY Program.

CONTRACT-HOLDER--The employer, association or trust to which Prudential has
issued a Contract.

CONTRACTS--The group variable annuity contracts described in this Prospectus and
offered for use in connection with retirement arrangements that qualify for
federal tax benefits under Sections 401, 403(b), 408 or 457 of the Internal
Revenue Code and with non-qualified annuity arrangements.

FUND--The Prudential Series Fund, Inc., a mutual fund with separate Portfolios,
seven of which correspond to the seven Subaccounts of VCA-24.

MEDLEY PROGRAM--The contracts chosen by a Contract-holder from those described
in this Prospectus and any Companion Contract(s) comprise the Contract-holder's
MEDLEY Program. It is sometimes referred to in this Prospectus as the "Program."
MEDLEY is a registered service mark of The Prudential Insurance Company of
America.

NON-QUALIFIED COMBINATION CONTRACT--A group variable annuity contract issued in
connection with non-qualified arrangements that permits Participants within a
single Contract to direct contributions to VCA-10, VCA-11, VCA-24 or a general
account fixed rate option of Prudential. Separate Accumulation Accounts are
maintained for amounts credited to the Participant under each investment option
in this Contract.

PARTICIPANT--A person for whom contributions have been made and to whom amounts
invested under a Contract or Companion Contract remain credited.

SUBACCOUNT--A division of VCA-24, the assets of which are invested in shares of
the corresponding Portfolio of the Fund. VCA-24 currently has seven Subaccounts:
Diversified Bond Subaccount, Government Income Subaccount, Conservative Balanced
Subaccount, Flexible Managed Subaccount, Stock Index Subaccount, Equity
Subaccount, and Global Subaccount.

UNIT AND UNIT VALUE--A Participant is credited with Units in each of VCA-10,
VCA-11, and the Subaccounts of VCA-24 in which he invests. The value of these
Units changes each day to reflect the investment results of, and deductions of
charges from, VCA-10, VCA-11 and the Subaccounts of VCA-24, and the expenses of
the Fund Portfolios in which the assets of the Subaccounts are invested. The
number of Units credited to a Participant in VCA-10, VCA-11 or any Subaccount of
VCA-24 is determined by dividing the amount of the contribution made on his
behalf to that Account or Subaccount by the applicable Unit Value for the
business day on which the contribution is received at the address shown on the
cover of this Prospectus.

VARIABLE CONTRACT ACCOUNT-10--A separate account of Prudential registered under
the Investment Company Act of 1940 as an open-end, diversified, management
investment company, invested primarily in common stocks selected with the
objective of long-term growth.

VARIABLE CONTRACT ACCOUNT-11--A separate account of Prudential registered under
the Investment Company Act of 1940 as an open-end, diversified, management
investment company, invested in money market instruments selected with the
objective of realizing as high a level of current income as is consistent with
the preservation of capital and liquidity.

VARIABLE CONTRACT ACCOUNT-24--A separate account of Prudential registered under
the Investment Company Act of 1940 as a unit investment trust, invested through
its Subaccounts in shares of the corresponding Fund Portfolios.

2
<PAGE>

The purpose of the tables on this page and on the following page is to assist
the Participant in understanding the various charges that a Participant in an
Account will bear, whether directly or indirectly. For more complete
descriptions of the various charges, see "Charges" page 17 of this Prospectus.

FEE TABLES--VCA-10 AND VCA-11

PARTICIPANT TRANSACTION EXPENSES
Sales Load Imposed on Purchases.............................................None
Deferred Sales Load (as a percentage of contributions withdrawn):

<S> <C> <C>
0-2 years..................... 7%
3-5 years..................... 6%
6-10 years.................... 4%
11-15 years................... 3%
after 15 years................ 0%
</TABLE>

Maximum Annual Contract Fee.................................................$20*

ANNUAL ACCOUNT EXPENSES
(as a percentage of average net assets)

<TABLE>
<CAPTION>
VCA-10 VCA-11
--------- ---------
<S> <C> <C>
Investment Management Fee .25% .25%
Administrative Fee .75% .75%
--------- ---------
Total Annual Expenses 1.00% 1.00%
</TABLE>

<TABLE>
<CAPTION>
EXAMPLES
--------
<S> <C> <C> <C> <C>
A. You would pay the following expenses
on each $1000 invested assuming (1) a
5% annual return and (2) redemption
at the end of each time period: 1 Year 3 Years 5 Years 10 Years
----------- ------------- ----------- -------------
VCA-10 $ 80 $ 93 $ 117 $ 165
VCA-11 81 93 118 169
B. You would pay the following expenses
on the same investment assuming (1) a
5% annual return and (2) no redemp-
tion or you annuitize at the end of
the period:
VCA-10 $ 10 $ 33 $ 57 $ 125
VCA-11 11 33 58 129

The above examples are based on data for each Account's fiscal year ended December 31, 1995. The
examples should not be considered a representation of past or future expenses. Actual expenses
may be greater or less than those shown.

<FN>

*The annual contract fee is reflected in the above example upon the assumption
that it is deducted from each of the available investment options, including
the Companion Contract and fixed rate option, in the same proportions as the
aggregate annual contract fees are deducted from each option. The actual
expenses paid by each Participant will vary depending upon the total amount
credited to that Participant and how that amount is allocated. For the way in
which this fee is deducted, see Annual Account Charge on page 18.
</TABLE>

3
<PAGE>
FEE TABLE--VCA-24
PARTICIPANT TRANSACTION EXPENSES
Sales Load Imposed on Purchases.............................................None
Deferred Sales Load (as a percentage of contributions withdrawn):

<TABLE>
<CAPTION>
MAXIMUM DEFERRED SALES CHARGE AS A
YEARS OF PROGRAM PARTICIPATION PERCENTAGE OF CONTRIBUTIONS WITHDRAWN
- ----------------------------------------------- --------------------------------------
<S> <C> <C>
0-2 years..................... 7%
3-5 years..................... 6%
6-10 years.................... 4%
11-15 years................... 3%
after 15 years................ 0%
</TABLE>

Maximum Annual Contract Fee.................................................$20*

ANNUAL SEPARATE ACCOUNT EXPENSES
(as a percentage of average account value)
Administrative Fee.........................................................0.75%

ANNUAL PRUDENTIAL SERIES FUND PORTFOLIO EXPENSES
(as a percentage of each Portfolio's average net assets)

<TABLE>
<CAPTION>
DIVERSIFIED GOVERNMENT CONSERVATIVE FLEXIBLE STOCK
BOND INCOME BALANCED MANAGED INDEX EQUITY GLOBAL
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
----------- ------------ ------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Management Fee .40% .40% .55% .60% .35% .45% .75%
Other Expenses .04% .05% .03% .03% .03% .03% .31%
----------- ------------ ------------- --------- --------- --------- ---------
Total Annual Prudential Series
Fund Portfolio Expenses .44% .45% .58% .63% .38% .48% 1.06%
</TABLE>

<TABLE>
<CAPTION>
EXAMPLES
--------
<S> <C> <C> <C> <C>
A. You would pay the following expenses on each
$1000 invested assuming (1) 5% annual return and
(2) redemption at the end of each time period: 1 Year 3 Years 5 Years 10 Years
----------- ----------- ----------- -------------
Diversified Bond $ 82 $ 99 $ 127 $ 188
Government Income 82 98 127 187
Conservative Balanced 84 103 135 204
Flexible Managed 84 104 137 208
Stock Index 82 96 123 179
Equity 83 100 129 192
Global 88 117 158 253
B. You would pay the following expenses on the same
investment, assuming (1) a 5% annual return and (2)
no redemption or you annuitize at the end of the
period:
Diversified Bond 12 39 67 148
Government Income 12 38 67 147
Conservative Balanced 14 43 75 164
Flexible Managed 14 44 77 168
Stock Index 12 36 63 139
Equity 13 40 69 152
Global 18 57 98 213

The above examples are based on data for the fiscal year ended December 31, 1995. The examples should not
be considered a representation of past or future expenses. Actual expenses may be greater or less than
those shown.

<FN>

4
<PAGE>
SUMMARY

Four Group Variable Annuity Contracts (the "Contracts") are described in this
Prospectus. They are offered by The Prudential Insurance Company of America
("Prudential") for use in connection with retirement arrangements that qualify
for federal tax benefits under Sections 401, 403(b), 408 or 457 of the Internal
Revenue Code of 1986 (the "Code" or "Internal Revenue Code") and with
non-qualified annuity arrangements. One of the Contracts provides for the
investment of contributions in The Prudential Variable Contract Account-10
("VCA-10"). Another provides for the investment of contributions in The
Prudential Variable Contract Account-11 ("VCA-11"). The third provides for the
investment of contributions in one or more Subaccounts of The Prudential
Variable Contract Account-24 ("VCA-24"). VCA-10, VCA-11 and VCA-24 (the
"Accounts") are separate accounts of Prudential. VCA-10 and VCA-11 are
registered as open-end, diversified, management investment companies, and VCA-24
is registered as a unit investment trust, under the Investment Company Act of
1940, as amended. The fourth is a non-qualified Contract that provides for
investment of contributions in the Accounts and a fixed rate option provided by
Prudential (the "Non-Qualified Combination Contract").

The Contracts generally are issued to employers ("Contract-holders") who make
contributions under them on behalf of their employees. A person for whom
contributions have been made and to whom they remain credited under a Contract
is a "Participant." Contributions also may be made for Participants under a
companion fixed-dollar contract ("Companion Contract"). Those contracts that a
Contract-holder chooses from among the Contracts described in this Prospectus,
along with the Companion Contract, if any, make up the Contract-holder's MEDLEY
Program ("Program").

What follows is a summary of information about the Contracts and about VCA-10,
VCA-11 and VCA-24. More detailed information may be found in the referenced
portions of this Prospectus, as well as in the Statement of Additional
Information.

INTERESTS OF PARTICIPANTS
IN VCA-10, VCA-11 AND THE SUBACCOUNTS OF VCA-24

If the Program made available to a Participant includes all the variable
investment options described in this Prospectus, the Participant may choose to
have contributions made on his behalf invested in any one or more of VCA-10,
VCA-11 and the Subaccounts of VCA-24. The Participant may from time to time
change how those contributions are allocated, usually by notifying Prudential at
the address shown on the cover of this Prospectus. An Accumulation Account will
be established in the name of the Participant in each of VCA-10, VCA-11 and the
Subaccounts of VCA-24 in which the Participant invests. The value of a
Participant's Accumulation Account, expressed in Units of the Account or
Subaccount in which the investment is made, will vary with the investment
results of that Account or Subaccount. See "The Accumulation Period," pages
20-28.

INVESTMENT OBJECTIVES OF THE ACCOUNTS

VCA-10 will invest primarily in common stocks selected with the objective of
long-term growth, taking into account both income and capital appreciation.
Investments will be made according to the standards of a prudent investor
concerned primarily with preserving the real value of capital by achieving a
rate of growth in the value of the investments commensurate with the rate of
growth in the economy and the prevailing rate of inflation. See "VCA-10's
investment objective and investment policy," pages 12-13.

VCA-11 will invest in money market instruments payable in U.S. dollars selected
with the objective of realizing as high a level of current income as is
consistent with the preservation of capital and liquidity. See "VCA-11's
investment objective and investment policy," pages 13-15.

Each Subaccount of VCA-24 will invest in the corresponding Portfolio of the
Fund. The Diversified Bond Subaccount invests in the Diversified Bond Portfolio,
the Government Income Subaccount in the Government Income Portfolio, the
Conservative Balanced Subaccount in the Conservative Balanced Portfolio, the
Flexible Managed Subaccount in the Flexible Managed Portfolio, the Stock Index
Subaccount in the Stock Index Portfolio, the Equity Subaccount in the Equity
Portfolio, and the Global Subaccount in the Global Portfolio. Additional
Subaccounts and Fund Portfolios may be available in the future. The investment
objectives of each of these seven Fund Portfolios (see "The Investment
Objectives of the Fund Portfolios," page 16) and other information concerning
the management and operation of the Fund are contained in the accompanying Fund
Prospectus and the Fund's Statement of Additional Information.

There is no assurance that the investment objective of VCA-10, VCA-11 or any
Fund Portfolio will be attained. Nor is there any guarantee that the amount
available to a Participant will equal or exceed the total contributions made on
his behalf. The value of the investments held in VCA-10, VCA-11 and in each Fund
Portfolio may fluctuate daily and is subject to the risks of both changing
economic conditions and the selection of investments necessary to meet the
Account's or Portfolio's investment objective.

5
<PAGE>
INVESTMENT MANAGER AND PRINCIPAL UNDERWRITER

Prudential is the investment manager of VCA-10, VCA-11 and the Fund, and
Prudential Retirement Services, Inc. (PRSI), a wholly-owned indirect subsidiary
of Prudential, is the principal underwriter of the Contracts pursuant to
agreements between PRSI and each of VCA-10 and VCA-11 (collectively, the
"Distribution Agreements"). See "The Prudential," page 11, "Management," page
17, "The Fund," pages 11-12, and the accompanying Fund prospectus.

INVESTMENT REQUIREMENTS

Contributions to the Program made on behalf of a Participant through payroll
deduction arrangements or similar agreements with the Contract-holder must be
made at a rate of at least $200 during any 12-month period. Any other
contribution to the Program must be at least $500, except for contributions to
an Individual Retirement Annuity for a non-working spouse under Section 408 of
the Code (or working spouse who elects to be treated as a non-working spouse),
which must be at least $250. All contributions may be divided among the
Contracts and Companion Contract(s) that comprise the Contract-holder's Program.
See "The Accumulation Period," pages 20-28. Checks should be made payable to
Prudential.

CHARGES

No sales charge is deducted from any contribution when made. However, a deferred
sales charge to cover sales expenses may be assessed when a contribution is
withdrawn from VCA-10, VCA-11 or any Subaccount of VCA-24. The deferred sales
charge is imposed only upon contributions withdrawn by a Participant during the
first 15 years of his participation in a Program. The maximum deferred sales
charge of seven percent (7%) applies to contributions withdrawn during the first
two years that a Participant is in a Program. The charge is lower for
contributions withdrawn in subsequent years. Withdrawals are deemed to be made
up of contributions until all of a Participant's contributions to the Account
have been withdrawn. No deferred sales charge is imposed upon contributions
withdrawn to purchase an annuity under a Contract, to provide a death benefit,
pursuant to a systematic withdrawal plan, to provide a minimum distribution
payment, or in cases of financial hardship or disability retirement as
determined pursuant to provisions of the employer's retirement arrangement.
Further, for all plans other than IRAs, no deferred sales charge is imposed upon
contributions withdrawn due to resignation or retirement by the Participant or
termination of the Participant by the Contract-holder. Transfers of
contributions among the Accounts, the Subaccounts, the fixed rate option and the
Companion Contract(s) are treated as withdrawals of contributions from the
Account, Subaccount, fixed rate option or Companion Contract from which the
transfer is made, but no deferred sales charge is imposed upon them. They are,
however, treated as contributions to the Account, Subaccount, fixed rate option
or Companion Contract to which the transfer is made for the purpose of
determining the sales charge, if any, upon subsequent withdrawals from that
Account, Subaccount, fixed rate option or Companion Contract. See "Deferred
Sales Charge," pages 17-18, for further explanation and illustration.

An annual account charge may be made against each Participant's Accumulation
Accounts under a Program. This charge will not exceed $20 for any calendar year
and may be divided among the Participant's Accumulation Accounts. See "Annual
Account Charge," pages 18-19.

Prudential intends to decrease the deferred sales or annual account charges, or
both, applicable to a particular Contract if sales and administrative expenses
associated with that Contract are expected to be lower, or if fewer sales or
administrative services are expected to be required in connection with the
Contract. See "Modification of Charges," page 19.

Prudential makes a daily charge equal to an effective annual rate of 1.00% of
the net value of the assets in VCA-10 and VCA-11. This charge is made up of
0.25% ( 1/4 of 1%) for investment management and 0.75% ( 3/4 of 1%) for
administrative expenses. Prudential makes a daily charge for administrative
expenses equal to an effective annual rate of 0.75% of the net asset value of
each Subaccount of VCA-24. See "Charge for Administrative Expenses and
Investment Management Services," page 19.

A daily charge against assets for investment management with respect to each
Fund Portfolio in which a Subaccount invests is made separately at an effective
annual rate of 0.35% (35/100 of 1%) of the net asset value of the Fund's Stock
Index Portfolio, 0.40% (40/100 of 1%) of the net asset value of the Fund's
Diversified Bond Portfolio and Government Income Portfolio, 0.45% (45/100 of 1%)
of the net asset value of the Fund's Equity Portfolio, 0.55% (55/100 of 1%) of
the net asset value of the Conservative Balanced Portfolio, 0.60% (60/100 of 1%)
of the net asset value of the Flexible Managed Portfolio, and 0.75% (75/100 of
1%) of the net asset value of the Global Portfolio. The Fund's Portfolios also
bear the costs of Portfolio transactions, legal and accounting expenses,
shareholder services, and custodial and transfer agency fees. Further detail is
provided in the accompanying prospectus for the Fund and in its Statement of
Additional Information.

The deferred sales charge, the annual account charge, and the charges against
assets for administrative expenses may be changed by Prudential. See "Changes in
the Contracts," page 30.

6
<PAGE>
WITHDRAWALS AND TRANSFERS

Unless restricted by the retirement arrangement under which he is covered, or by
the withdrawal restrictions imposed by federal tax law on tax-deferred annuity
contracts subject to Section 403(b) of the Code and on interests in deferred
compensation plans under Section 457 of the Code, a Participant may withdraw, at
any time, all or a part of his Accumulation Account in VCA-10, or VCA-11 or any
Subaccount of VCA-24. See "Withdrawal (Redemption) of Contributions," pages
21-22. Withdrawals may be subject to tax under the Internal Revenue Code,
including, under certain circumstances, a 10% penalty tax on premature
withdrawals. See "Federal Tax Status," pages 31-33. In addition, all or a part
of a Participant's Accumulation Account may be transferred among Accounts,
Subaccounts, fixed rate option and Companion Contract without charge or tax
liability. Prudential may limit the frequency of transfers and may under certain
Contracts prohibit or restrict transfers from the Companion Contract or fixed
rate option into non-equity investment options that are defined in the
Contract(s) as "competing" with the Companion Contract or the fixed rate option
with respect to investment characteristics. See "Transfer Payments," pages
25-26.

CONTACTING PRUDENTIAL

All written requests, notices, and transfer requests required by the Contracts
(other than withdrawal requests and death benefit claims), should be sent to
Prudential at the address shown on the cover of this Prospectus. Any written
inquiries also should be sent to Prudential at that address. A Participant may
effect the telephone transactions that are permitted by his Program by calling
Prudential at 1-800-458-6333. All written withdrawal requests or death benefit
claims relating to a Participant's interest in VCA-10, VCA-11 and VCA-24 must be
sent to Prudential by one of the following three means: 1) By U.S. mail to:
Prudential Defined Contribution Services, P.O. Box 5410, Scranton, Pennsylvania
18505-5410; 2) Delivery service other than the U.S. mail (e.g., Federal Express,
etc.) sent to our office at the following address: Prudential Defined
Contribution Services, 30 Scranton Office Park, Moosic, Pennsylvania 18507-1789;
or 3) Fax to Prudential Defined Contribution Services, Attention: Client
Payments at: (717) 340-4328. A withdrawal request or death benefit claim will be
deemed received in good order by Prudential as of the end of the valuation
period within which all the properly completed forms and other information
required by Prudential to pay such a request or claim (e.g., due proof of death)
are received as specified above. Receipt of a withdrawal request or death
benefit claim in good order is required by Prudential to process the transaction
in the manner explained on pages 21-25 of this prospectus. Under certain
Contracts, the Contract-holder or a third party acting on their behalf provides
record-keeping services that would otherwise be performed by Prudential. See
"Modified Procedures," page 28.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO PERSON IS AUTHORIZED TO MAKE ANY
REPRESENTATION IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS.

7
<PAGE>
CONDENSED FINANCIAL INFORMATION

INCOME AND CAPITAL CHANGES PER VCA-10 UNIT

(For a Unit outstanding throughout the year)

(Audited year-end information is covered by the Independent Auditors' Report in
the Statement of Additional Information.)

<TABLE>
<CAPTION>
YEAR ENDED
------------------------------------------------------------------------------------------------------------
12/31/95 12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 12/31/89 12/31/88 12/31/87 12/31/86
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Income... $ .0609 $ .0563 $ .0855 $ .0551 $ 0.538 $ .0718 $ .0650 $ .0593 $ .0408 $ .0464
- ---------------------------------------------------------------------------------------------------------------------------------
Expenses
For investment
management fee.... .0094 .0083 .0077 .0064 .0056 .0048 .0047 .0038 .0043 .0039
For administrative
expenses not
covered by the
annual account
charge.......... .0282 .0251 .0230 .0192 .0169 .0144 .0141 .0115 .0129 .0116
- ---------------------------------------------------------------------------------------------------------------------------------
Net investment
income............ .0233 .0229 .0548 .0295 .0313 .0526 .0462 .0440 .0236 .0309
- ---------------------------------------------------------------------------------------------------------------------------------
Capital Changes
Net realized gain
(loss) on
investments....... .3850 .1947 .2763 .2884 .1096 .0791 .1451 (.3251) .2121 .2130
Net unrealized
appreciation
(depreciation) of
investments..... .4744 (.2148) .2599 (.0823) .4478 (.2054) .2167 .5511 (.3913) (.2189)
- ---------------------------------------------------------------------------------------------------------------------------------
Net increase
(decrease) in Unit
Value............. .8827 .0028 .5910 .2356 .5887 (.0737) .4080 .2700 (.1556) .0250
- ---------------------------------------------------------------------------------------------------------------------------------
Unit Value
Beginning of
year.............. 3.3604 3.3576 2.7666 2.5310 1.9423 2.0160 1.6080 1.3380 1.4936 1.4686
End of year....... $ 4.2431 $ 3.3604 $ 3.3576 $ 2.7666 $ 2.5310 $ 1.9423 $ 2.0160 $ 1.6080 $ 1.3380 $ 1.4936
- ---------------------------------------------------------------------------------------------------------------------------------
Sum of average
ratios for the
year of (a) charge
for investment
management fee to
net assets* and
(b) charge for
administrative
expenses not
covered by the
annual account
charge to net
assets*........... .9901% .9965% .9955% .9936% .9929% .9977% 1.0068% 1.0009% 1.0145% .9977%
- ---------------------------------------------------------------------------------------------------------------------------------
Average ratio for
the year of net
investment income
to net assets..... .6133% .6791% 1.7775% 1.1431% 1.3779% 2.7403% 2.4684% 2.8773% 1.3851% 2.0022%
- ---------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover
rate.............. 44.77% 31.50% 45.45% 65.20% 71.91% 105.69% 64.11% 97.29% 96.39% 102.72%
- ---------------------------------------------------------------------------------------------------------------------------------
Number of Units
outstanding for
Participants at
end of year (000
omitted).......... 81,817 79,189 73.569 62.592 58,699 55,621 53,748 52,894 52,350 43,598
- ---------------------------------------------------------------------------------------------------------------------------------
<FN>
*These calculations exclude The Prudential's equity in VCA-10.
</TABLE>

The above table does not reflect the annual account charge, which does not
affect the Unit Value of VCA-10. This charge is made by reducing
Participants' accounts by a number of Units equal in value to the charge.

While both income and capital changes are shown above, the distinction
between these sources of change in VCA-10 is not particularly significant to
Participants. There is no distinction between income and realized and
unrealized gains and losses on investments in determining the amount of the
Participant's benefits and the taxes payable by the Participant on them.

8
<PAGE>
CONDENSED FINANCIAL INFORMATION

INCOME AND CAPITAL CHANGES PER VCA-11 UNIT

(For a Unit outstanding throughout the year)

(Audited year-end information is covered by the Independent Auditors' Report in
the Statement of Additional Information)

<TABLE>
<CAPTION>
YEAR ENDED
------------------------------------------------------------------------------------------------------------
12/31/95 12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 12/31/89 12/31/88 12/31/87 12/31/86
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Income... $ .1313 $ .0912 $ .0682 $ .0812 $ .1215 $ .1464 $ .1536 $ .1158 $ .0967 $ .0909
- ---------------------------------------------------------------------------------------------------------------------------------
Expenses
For investment
management fee.... .0054 .0052 .0050 .0049 .0047 .0044 .0040 .0038 .0035 .0033
For administrative
expenses not
covered by the
annual account
charge.......... .0160 .0154 .0150 .0147 .0142 .0131 .0122 .0113 .0106 .0100
- ---------------------------------------------------------------------------------------------------------------------------------
Net investment
income............ .1099 .0706 .0482 .0616 .1026 .1289 .1374 .1007 .0826 .0776
- ---------------------------------------------------------------------------------------------------------------------------------
Capital Changes
Net realized gain
(loss) on
investments....... -- -- -- -- -- -- -- -- -- --
Net unrealized
appreciation
(depreciation) of
investments..... -- -- -- -- -- -- -- -- -- --
- ---------------------------------------------------------------------------------------------------------------------------------
Net increase
(decrease) in Unit
Value............. .1099 .0482 .0616 .1026 .1289 .1374 .1007 .0826 .0776
- ---------------------------------------------------------------------------------------------------------------------------------
Unit Value
Beginning of
period............ 2.1056 2.0350 1.9868 1.9252 1.8226 1.6937 1.5563 1.4556 1.3730 1.2954
End of period..... $ 2.2155 $ 2.1056 $ 2.0350 $ 1.9868 $ 1.9252 $ 1.8226 $ 1.6937 $ 1.5563 $ 1.4556 $ 1.3730
- ---------------------------------------------------------------------------------------------------------------------------------
Sum of average
ratios for the
year of (a) charge
for investment
management fee to
net assets* and
(b) charge for
administrative
expenses not
covered by the
annual account
charge to net
assets*........... .9912% .9966% .9942% .9999% 1.0048% .9972% .9988% .9996% .9970% .9973%
- ---------------------------------------------------------------------------------------------------------------------------------
Average ratio for
the year of net
investment income
to net assets..... 5.0835% 3.4176% 2.3997% 3.1433% 5.4667% 7.3333% 8.4557% 6.6989% 5.8503% 5.8068%
- ---------------------------------------------------------------------------------------------------------------------------------
Number of Units
outstanding for
Participants at
end of year (000
omitted).......... 34,136 35,448 29,421 27,518 26,400 25,174 23,777 21,278 17,341 14,788
- ---------------------------------------------------------------------------------------------------------------------------------
<FN>
*These calculations exclude The Prudential's equity in VCA-11.
</TABLE>

The above table does not reflect the annual account charge, which does not
affect the Unit Value of VCA-11. This charge is made by reducing
Participants' accounts by a number of Units equal in value to the charge.

9
<PAGE>
CONDENSED FINANCIAL INFORMATION

ACCUMULATION UNIT VALUE INFORMATION PER VCA-24 UNIT

<TABLE>
<CAPTION>
SUBACCOUNTS
------------------------------------------------------------------------------
EQUITY
------------------------------------------------------------------------------
01/01/95 01/01/94 01/01/93 01/01/92 01/01/91 01/01/90 01/01/89 01/01/88
TO TO TO TO TO TO TO TO
12/31/95 12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 12/31/89 12/31/88
-------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning of period
(rounded)............... $2.0541 $2.0136 $1.6646 $1.4690 $1.1745 $1.2484 $0.9697 $0.8344
End of period (rounded)... $2.6769 $2.0541 $2.0136 $1.6646 $1.4690 $1.1745 $1.2484 $0.9697
Accumulation Units
Outstanding at end of
period (000 omitted).... 118,394 99,323 79,985 51,639 35,657 21,964 17,703 14,576

DIVERSIFIED BOND
------------------------------------------------------------------------------
01/01/95 01/01/94 01/01/93 01/01/92 01/01/91 01/01/90 01/01/89 01/01/88
TO TO TO TO TO TO TO TO
12/31/95 12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 12/31/89 12/31/88
-------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning of period
(rounded)............... $1.6746 $1.7435 $1.5950 $1.4992 $1.2973 $1.2075 $1.0720 $0.9977
End of period (rounded)... $2.0065 $1.6746 $1.7435 $1.5950 $1.4992 $1.2973 $1.2075 $1.0720
Accumulation Units
Outstanding at end of
period (000 omitted).... 16,898 14,575 14,481 10,103 7,928 5,824 4,122 2,344
</TABLE>

<TABLE>
<CAPTION>
FLEXIBLE
MANAGED
------------------------------------------------------------------------------
01/01/95 01/01/94 01/01/93 01/01/92 01/01/91 01/01/90 01/01/89 01/01/88
TO TO TO TO TO TO TO TO
12/31/95 12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 12/31/89 12/31/88
-------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning of period
(rounded)............... $1.7886 $1.8609 $1.6223 $1.5189 $1.2201 $1.2056 $0.9976 $0.8909
End of period (rounded)... $2.2038 $1.7886 $1.8609 $1.6223 $1.5189 $1.2201 $1.2056 $0.9976
Accumulation Units
Outstanding at end of
period (000 omitted).... 51,419 44,729 36,035 23,410 16,859 12,229 10,015 7,850

<CAPTION>
CONSERVATIVE
BALANCED
------------------------------------------------------------------------------
01/01/95 01/01/94 01/01/93 01/01/92 01/01/91 01/01/90 01/01/89 01/01/88
TO TO TO TO TO TO TO TO
12/31/95 12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 12/31/89 12/31/88
-------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning of period
(rounded)............... $1.7175 $1.7473 $1.5691 $1.4781 $1.2508 $1.1971 $1.0310 $0.9387
End of period (rounded)... $1.9993 $1.7175 $1.7473 $1.5691 $1.4781 $1.2508 $1.1971 $1.0310
Accumulation Units
Outstanding at end of
period (000 omitted).... 46,873 43,594 36,932 24,223 16,385 11,857 10,273 8,444
</TABLE>

<TABLE>
<CAPTION>
STOCK
INDEX
--------------------------------------------------------------------
01/01/95 01/01/94 01/01/93 01/01/92 01/01/91 01/01/90 01/01/89
TO TO TO TO TO TO TO
12/31/95 12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 12/31/89
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Beginning of period
(rounded)............... $2.0123 $2.0072 $1.8440 $1.7342 $1.3469 $1.4086 $1.0843
End of period (rounded)... $2.7378 $2.0123 $2.0072 $1.8440 $1.7342 $1.3469 $1.4086
Accumulation Units
Outstanding at end of
period (000 omitted).... 51,701 40,522 32,178 20,554 10,724 4,232 1,285

<CAPTION>
GOVERNMENT
GLOBAL INCOME
-------------------------------------- --------------------------------------
01/01/95 01/01/94 01/01/93 01/01/92 01/01/95 01/01/94 01/01/93 01/01/92
TO TO TO TO TO TO TO TO
12/31/95 12/31/94 12/31/93 12/31/92 12/31/95 12/31/94 12/31/93 12/31/92
-------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning of period
(rounded)............... $1.3020 $1.3791 $0.9707 $1.0127 $1.2421 $1.3196 $1.1811 $1.1242
End of period (rounded)... $1.4975 $1.3020 $1.3791 $0.9707 $1.4730 $1.2421 $1.3196 $1.1811
Accumulation Units
Outstanding at end of
period (000 omitted).... 24,439 21,739 12,368 3,180 17,289 16,140 15,556 9,269
<FN>
</TABLE>

Additional financial information concerning VCA-24 can be found on pages 36-42
of the Statement of Additional Information.

10
<PAGE>
INTRODUCTION

The Contracts described in this Prospectus are offered for use in connection
with various retirement arrangements entitled to federal income tax benefits.
These are (a) individual retirement annuities ("IRAs") subject to Section 408 of
the Code, (b) tax-deferred annuities subject to Section 403(b) of the Code, for
use by public schools and certain tax-exempt organizations, (c) eligible
deferred compensation plans subject to Section 457 of the Code (d) pension and
profit sharing plans qualified under Section 401 of the Code including those
plans that are established by self-employed individuals for themselves and their
employees, and (e) certain non-qualified annuity arrangements. A summary of the
tax benefits available to persons participating in these arrangements and their
beneficiaries is provided under "Federal Tax Status," pages 31-33.

When the Program made available to a Participant includes all variable
investment options, the Participant may have contributions made on his behalf
invested in one or more of VCA-10, VCA-11, and the Subaccounts of VCA-24. Some
Programs, however, may offer only some of the variable investment options, and
accordingly a Participant in those Programs may only have contributions made on
their behalf to the available Accounts and Subaccounts. An Accumulation Account
will be established for a Participant in each Account or Subaccount in which he
invests. The value of a Participant's Accumulation Account in VCA-10, VCA-11 or
any particular Subaccount of VCA-24 will vary with the investment results in
VCA-10, VCA-11 or any particular Subaccount of VCA-24, respectively. A
Participant may elect to have the value of his Accumulation Accounts distributed
to him in one sum, applied to the purchase of a fixed-dollar annuity, or both.
The Contracts do not provide for annuity payments that vary with the investment
results of VCA-10, VCA-11 or any Subaccount of VCA-24.

THE PRUDENTIAL

Prudential is a mutual life insurance company incorporated in 1873 under the
laws of the State of New Jersey. Its corporate office is located at Prudential
Plaza,
Newark, New Jersey. It has been investing for pension funds since 1928.

Prudential serves as the investment manager for VCA-10, VCA-11 and the Fund and
is registered as an investment adviser under the Investment Advisers Act of
1940. PRSI performs certain sales and distribution functions regarding the
Contracts pursuant to agreements between PRSI and each of VCA-10 and VCA-11
(collectively, the "Distribution Agreements") and may be deemed to be the
Contracts' "principal underwriter" under the Investment Company Act of 1940, as
amended (the "1940 Act"). PRSI is registered as a broker-dealer under the
Securities Exchange Act of 1934. Prudential is responsible for the
administrative and recordkeeping functions of VCA-10, VCA-11, VCA-24 and the
Fund. Prudential's financial statements appear in the Statement of Additional
Information and should be considered only as bearing upon Prudential's ability
to meet its obligations under the Contracts.

THE ACCOUNTS

Prudential established VCA-10 and VCA-11 on March 1, 1982, and VCA-24 on April
29, 1987, under the insurance laws of the State of New Jersey. Each Account
meets the definition of a "separate account" under the federal securities laws.
The assets in the Accounts are the property of Prudential, but are legally
segregated from all other assets of Prudential and may not be charged with
liabilities arising out of any of Prudential's other business. All income, gains
and losses, whether or not realized, from assets allocated to the Accounts are
credited to or charged against the Accounts without regard to other income,
gains, or losses of Prudential. The assets in the Accounts will always be equal
or greater in value than Prudential's liabilities under the Contracts. The
fixed-dollar annuities available under the Contracts are not funded through the
Accounts. The obligations arising under the Contracts are general corporate
obligations of Prudential.

VCA-10, VCA-11 and the Fund are registered as open-end, diversified, management
investment companies, and VCA-24 as a unit investment trust, with the Securities
and Exchange Commission (the "Commission") under the 1940 Act. This registration
does not involve supervision by the Commission of Prudential or of the
management or investment practices of the Accounts or the Fund.

THE FUND

The Fund is registered under the 1940 Act as an open-end, diversified,
management investment company. Seven of the Portfolios of the Fund are available
for the investment of contributions made under the Contracts funded through
VCA-24. Investments in a Portfolio are made by purchasing shares of the series
of Fund capital stock representing interests in that Portfolio. Shares in the
Fund are currently sold at their net asset value to separate accounts
established by Prudential and certain other insurers that offer variable life
insurance contracts and variable annuity contracts.

As noted, shares of the Fund are sold to both variable life and variable annuity
separate accounts. It is conceivable that in the future it may become
disadvantageous for both variable life and variable annuity contract separate
accounts to invest in the same underlying fund. Although Prudential, Pruco Life,
Pruco Life Insurance Company of New Jersey, and the Fund do not currently
foresee any such disadvantage, the Fund's Board of Directors intends to monitor
events in order to identify any material conflict between variable annuity
contract

11
<PAGE>
owners and variable life contract owners and to determine what action, if any,
should be taken in response thereto. Material conflicts could result from such
things as: (1) changes in state insurance law; (2) changes in federal income tax
law; (3) changes in the investment management of any Portfolio of the Fund; or
(4) differences between voting instructions given by variable annuity contract
owners and Participants and those given by variable life insurance contract
owners.

INVESTMENT PRACTICES

A Participant should review the investment objectives and policies described
below for VCA-10, VCA-11 and each Fund Portfolio corresponding to each
Subaccount of VCA-24 before deciding how to have his contributions invested.
VCA-10, VCA-11 and the Fund Portfolios have for the most part different
investment objectives and policies. These differences will affect the return on
a Participant's investment and the market and financial risks to which that
investment will be exposed. There is no guarantee that the objectives of VCA-10,
VCA-11 or any Fund Portfolio will be met.

VCA-10'S INVESTMENT OBJECTIVE

The investment objective of VCA-10 is the long-term appreciation of the assets
held in the Account. Since no federal income tax will be payable upon dividend
income or realized capital gains, consideration will be given to both potential
income and capital gains opportunities in selecting investments. Investments
will be made primarily in established corporations according to the standards of
a prudent investor concerned primarily with preserving the real value of his
capital by achieving a rate of growth in the value of his investments
commensurate with the rate of growth in the economy and the prevailing rate of
inflation. This objective is a fundamental investment policy and may not be
changed without the approval of a majority vote of persons having voting rights
in respect of the Account. Certain investment restrictions are applicable; they
are set forth in the Statement of Additional Information.

VCA-10'S INVESTMENT POLICY

The investment policies of VCA-10 set forth below are adopted in an effort to
achieve the investment objective and are not fundamental. Therefore, the
investment policies of VCA-10 may be changed by the Account's Committee without
participant approval.

The assets held in VCA-10 will be invested in a portfolio consisting primarily
(that is, at least 85%) of common stocks of established corporations and related
options and futures. Not more than 15% of such assets may be invested in
preferred stocks, bonds, debentures, notes, and other evidences of indebtedness
of established corporations or of governmental entities which are of a character
customarily acquired by institutional investors, whether or not publicly
distributed. These may or may not be convertible into stock or accompanied by
warrants or rights to acquire stock. There may be times, however, when economic
conditions or general levels of common stock prices are such that continued
investment primarily in common stocks will be deemed not to be the best method
of attaining the investment objective of the Account. At such times, a larger
than usual portion of the assets held in VCA-10 may be invested in cash, cash
equivalents, preferred stocks and evidences of indebtedness. In addition, cash
and high grade, short-term debt securities (including securities acquired
through short-term repurchase transactions) of the kind held in VCA-11 as
described below may be held at times in order to make possible the orderly and
flexible programming of investments.

OPTIONS ON EQUITY SECURITIES. VCA-10 may purchase and write (i.e., sell) put and
call options on equity securities that are traded on national securities
exchanges or that are listed on the National Association of Securities Dealers
Automated Quotation System ("NASDAQ"). A call option is a short-term contract
pursuant to which the purchaser or holder, in return for a premium paid, has the
right to buy the equity security underlying the option at a specified exercise
price (the strike price) at any time during the term of the option. The writer
of the call option, who receives the premium, has the obligation, upon exercise
of the option, to deliver the underlying equity security against payment of the
strike price. A put option is a similar contract which gives the purchaser or
holder, in return for a premium, the right to sell the underlying equity
security at a specified exercise price (the strike price) during the term of the
option. The writer of the put, who receives the premium, has the obligation to
buy the underlying equity security at the strike price upon exercise by the
holder of the put.

VCA-10 will write options on stocks only if they are covered. In general, an
option is covered if the writer has segregated assets sufficient to meet the
writer's obligation should the purchaser exercise the option. VCA-10 may
purchase "protective puts," I.E., put options acquired for the purpose of
protecting a portfolio security from a decline in market value, and may purchase
call options for hedging and investment purposes.

VCA-10 may terminate its obligation as the writer of an option by effecting a
"closing purchase transaction," I.E., buying an option of the same series as the
option previously written. Similarly, VCA-10 may liquidate its position as a
holder of an option by exercising the option or by effecting a "closing sale
transaction," I.E., selling an option of the same series as the option
previously purchased.

VCA-10's use of options on equity securities is subject to certain special
risks, in addition to the risk that the market value of the security will move
adversely to VCA-10's option position. Further information about options on
equity securities and the risks associated with their use is provided in the
Statement of Additional Information.

12
<PAGE>
OPTIONS ON STOCK INDICES. VCA-10 may purchase and sell (I.E. write) put and call
options on stock indices traded on national securities exchanges or listed on
NASDAQ. Options on stock indices are similar to options on stock except that,
rather than the right to take or make delivery of stock at a specified price, an
option on a stock index gives the holder the right to receive, upon exercise of
the option, an amount of cash if the closing level of the stock index upon which
the option is based is greater than in the case of a call, or less than, in the
case of a put, the strike price of the option. This amount of cash is equal to
such difference between the closing price of the index and the strike price of
the option times a specified multiple (the "multiplier"). If the option is
exercised, the writer is obligated, in return for the premium received, to make
delivery of this amount. Unlike stock options, all settlements are in cash, and
gain or loss depends on price movements in the stock market generally (or in a
particular industry or segment of the market) rather than price movements in
individual stocks.

VCA-10 will write options on stock indices only if they are covered. VCA-10 may
purchase put and call options for hedging and investment purposes, and may
effect closing sale and purchase transactions.

Further detail about options on stock indices is set forth in the Statement of
Additional Information.

STOCK INDEX FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS. VCA-10 may, to
the extent permitted by applicable insurance law and federal regulations,
attempt to reduce the risk of investment in equity securities by hedging a
portion of its equity portfolio through the use of stock index futures traded on
a commodities exchange or board of trade or options on such futures contracts. A
stock index futures contract is an agreement in which the seller (I.E. writer)
of the contract agrees to deliver to the buyer an amount of cash equal to a
specific dollar amount times the difference between the value of a specific
stock index at the close of the last trading day of the contract and the price
at which the agreement is made. An option on a futures contract gives the
purchaser or holder the right, but not the obligation, to assume a position in a
futures contract (a long position if the option is a call and a short position
if the option is a put) at a specified price at any time during the option
exercise period. The writer of the option is required upon exercise to assume an
offsetting futures position. Further detail about stock index futures contracts
and options thereon is contained in the Statement of Additional Information.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. VCA-10 may, from time to time and
in the ordinary course of business, purchase equity securities on a when-issued
or delayed delivery basis, that is, delivery and payment can take place a month
or more after the date of the transaction. VCA-10 will make commitments for such
when-issued transactions only with the intention of actually acquiring the
securities. VCA-10's custodian will maintain, in a separate account, cash, U.S.
Government securities or other liquid high-grade debt obligations having a value
equal to or greater than such commitments. If VCA-10 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.

SHORT SALES AGAINST THE BOX. VCA-10 may make short sales of securities or
maintain a short position, provided that at all times when a short position is
open VCA-10 owns an equal amount of such securities or securities convertible
into or exchangeable, with or without payment of any further consideration, for
an equal amount of the securities of the same issuer as the securities sold
short (a "short sale against the box"); provided, that if further consideration
is required in connection with the conversion or exchange, cash or U.S.
Government securities in an amount equal to such consideration must be put in a
segregated account.

VCA-11'S INVESTMENT OBJECTIVE

The investment objective of VCA-11 is to seek as high a level of current income
as is consistent with the preservation of capital and liquidity. This objective
is a fundamental investment policy and may not be changed without the approval
of a majority vote of persons having voting rights in respect of the Account.
Certain investment restrictions are applicable; they are set forth in the
Statement of Additional Information.

VCA-11'S INVESTMENT POLICY

The investment policies of VCA-11 set forth below are adopted in an effort to
achieve the investment objectives and are not fundamental. Therefore, the
investment policies of VCA-11 may be changed by the Account's Committee without
participant approval.

The Account seeks to achieve its objective by investing in the following money
market instruments payable in U.S. dollars:

1. U.S. Treasury Bills and other obligations issued or guaranteed by the
U.S. Government, its agencies or instrumentalities. See "Appendix."

2. Obligations (including certificates of deposit and bankers' acceptances)
of any commercial bank, savings bank and savings and loan association
organized under the laws of the United States or any state thereof and
any commercial bank organized under the laws of any foreign nation,
provided that such bank or association has, at the time of the Account's
investment, total assets of at least $1 billion or the equivalent. The
term "certificates of deposit" includes both Eurodollar certificates of
deposit, for which there is generally a market, and Eurodollar time

13
<PAGE>
deposits, for which there is generally not a market. "Eurodollars" are
dollars deposited in foreign banks and foreign branches of United States
banks outside the United States.

An investment in Eurodollar instruments and in instruments of foreign
issuers generally involves risks that are different in some respects from
an investment in debt obligations of domestic issuers, including future
political and economic developments that might adversely affect the
payment of principal and interest on such instruments. In addition, there
may be less publicly available information about a foreign issuer than
about a domestic issuer, and such foreign issuers may not be subject to
the same accounting, auditing and financial standards and requirements as
domestic issuers. Finally, in the event of default, judgments against a
foreign issuer might be difficult to obtain or enforce. See "Appendix."

3. Commercial paper, variable amount demand master notes, bills, notes and
other obligations issued by a U.S. or foreign company, a foreign
government, its political subdivisions, agencies or instrumentalities,
maturing in 397 days or less, denominated in U.S. dollars, and, at the
date of investment, present minimal credit risk and are of "eligible
quality", as determined by VCA-11's investment manager under the
supervision of the Committee members. "Eligible quality," means (i) a
security (or issuer) rated in one of the two highest rating categories by
at least two nationally recognized statistical rating organizations
assigning a rating to the security or issuer (or, if only one such rating
organization assigned a rating, that rating organization) or (ii) an
unrated security deemed of comparable quality by VCA-11's investment
manager under the supervision of the Committee members. See "Appendix."

VCA-11 also may purchase instruments of the types described above
together with the right to resell the instruments at an agreed-upon price
or yield within a specified period prior to the maturity date of the
instruments. Such a right to resell is commonly known as a "put" and the
aggregate price that VCA-11 pays for instruments with a put may be higher
than the price that otherwise would be paid for the instruments.

4. Commercial paper, variable amount demand master notes or other
obligations which are guaranteed or supported by a letter of credit
issued by a bank, provided such bank (including a foreign bank) meets the
requirements set forth in paragraph (2) above. Commercial paper, variable
amount demand master notes or other fixed income obligations which are
guaranteed or insured by an insurance company or other non-bank entity,
provided such insurance company or other non-bank entity represents a
credit of high quality, as determined by the Account's Portfolio Manager
under the supervision of the VCA-11 Committee. Although the commercial
paper issuer may have a record of less than three years of continuous
operation, the investment along with the letter of credit will not be
considered as one of an issuer with a record of less than three years of
continuous operation unless the supporting bank or financial institution
has a record of less than three years of continuous operation.

5. "Floating rate" and "variable rate" obligations, the interest rates on
which fluctuate generally with changes in market interest rates.
Investments in floating rate or variable rate securities normally will
involve securities which provide that the rate of interest is set as a
spread to a designated base rate, such as rates on Treasury bills, and,
in some cases, that the purchaser can demand payment of the obligation at
specified intervals or after a specified notice period (in each case of
less than one year) 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.

REPURCHASE AGREEMENTS. When VCA-11 purchases money market securities of the
types described above, it may on occasion enter into a repurchase agreement with
the seller wherein the seller and VCA-11 agree at the time of sale to a
repurchase of the security at a mutually agreed upon time and price. The period
of maturity is usually quite short, possibly overnight or a few days, although
it may extend over a number of months. The resale price is in excess of the
purchase price, reflecting an agreed-upon market rate of interest effective for
the period of time the Account's money is invested in the security, and is not
related to the coupon rate of the purchased security. Repurchase agreements may
be considered loans of money to the seller of the underlying security, which are
collateralized by the securities underlying the repurchase agreement. VCA-11
will not enter into repurchase agreements unless the agreement is 'fully
collateralized,' I.E., the value of the securities is, and during the entire
term of the agreement remains, at least equal to the amount of the 'loan'
including accrued interest. VCA-11 will take possession of the securities
underlying the agreement and will value them daily to assure that this condition
is met. The VCA-11 Committee has adopted standards for the parties with whom it
will enter into repurchase agreements which it

14
<PAGE>
believes are reasonably designed to assure that such a party presents no serious
risk of becoming involved in bankruptcy or insolvency proceedings within the
time frame contemplated by the repurchase agreement. In the event that a seller
defaults on a repurchase agreement, VCA-11 may incur a loss in the market value
of the collateral as well as disposition costs; and, if a party with whom VCA-11
had entered into a repurchase agreement becomes insolvent, VCA-11's ability to
realize on the collateral may be limited or delayed and a loss may be incurred
if the collateral securing the repurchase agreement declines in value during the
insolvency proceedings.

VCA-11 will not enter into repurchase agreements with Prudential or its
affiliates, including Prudential Securities Incorporated. This will not affect
the Account's ability to maximize its opportunities to engage in repurchase
agreements.

VCA-11 may not invest 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. Securities that have
legal or contractual restrictions on resale but have a readily available market
are not deemed illiquid for purposes of this limitation. The investment manager
will monitor the liquidity of such restricted securities subject to the
supervision of the committee members. In reaching liquidity decisions, the
investment manager 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 transfers). Repurchase agreements subject to demand are deemed
to have a maturity equal to the notice period.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. From time to time, in the ordinary
course of business, VCA-11 may purchase securities on a when-issued or delayed
delivery basis--i.e., delivery and payment can take place a month or more after
the date of the transaction. The purchase price and the interest rate payable on
the securities are fixed on the transaction date. The securities so purchased
are subject to market fluctuation, and no interest accrues to the Account until
delivery and payment take place. At the time the Account makes the commitment to
purchase securities on a when-issued or delayed delivery basis, it will record
the transaction and thereafter reflect the value, each day, of such securities
in determining its net asset value. VCA-11 will make commitments for such
when-issued transactions only with the intention of actually acquiring the
securities and, to facilitate such acquisitions, the Account's custodian bank
will maintain, in a separate account of VCA-11, portfolio securities having a
value equal to or greater than such commitments. On the delivery dates for such
transactions, VCA-11 will meet its obligations from maturities or sales of the
securities held in the separate account and/or from then-available cash flow. If
VCA-11 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
obligation, incur a gain or loss due to market fluctuation.

No when-issued commitments will be made if, as a result, more than 15% of the
Account's net assets would be committed.

Generally, VCA-11 will not engage in portfolio trading but may do so from time
to time to enhance current return. In any event, because of the short-term
character of the investments held in the Account, the portfolio turnover is
expected to be high.

The VCA-11 Committee has adopted the following additional policies for the
Account to conform to recent amendments to an SEC rule applicable to money
market funds, like VCA-11: (1) VCA-11 will only purchase securities that are
United States dollar-denominated "eligible securities" (see "Appendix") that the
VCA-11 Committee has determined present minimal credit risks; (2) VCA-11 will
not invest more than 5% of its assets in the securities of any one issuer
(except U.S. Government obligations); however, the Account may exceed the 5%
limit with respect to the "first tier" securities (see "Appendix"), of one
issuer at a time, for up to three business days after the purchase is made; (3)
VCA-11 will not invest more than 5% of its total assets in "second tier"
securities (see "Appendix") nor more than the greater of one million dollars and
1% of its assets in the "second tier" securities of any one issuer; (4) If a
"first tier" security held by VCA-11 ceases to be so classified, or if
Prudential becomes aware that any "NRSRO" (see "Appendix") has rated any
security in the Account below the NRSRO's second highest rating, the Committee
will reassess promptly whether the security presents minimal credit risks and
shall cause the Account to take such action as the Committee determines is in
the best interests of VCA-11 and its Participants; (5) In the event of a default
with respect to a security held by VCA-11, or if a security held in the Account
ceases to be an "eligible security," or if it has been determined that a
security owned by VCA-11 no longer presents minimal credit risks, VCA-11 will
sell the security as soon as practicable unless the Committee makes a specific
finding that such action would not be in the best interest of the Account; and
(6) VCA-11's dollar-weighted average portfolio maturity will be no more than 90
days, and the Account will not acquire any instrument with a remaining maturity
greater than 397 calendar days. The VCA-11 Committee has adopted written
procedures delegating to the investment manager under certain guidelines the
responsibility to make the above-described determinations, including certain
credit quality determinations.

15
<PAGE>
THE INVESTMENT OBJECTIVES OF THE FUND PORTFOLIOS

The investment objectives of the seven Fund Portfolios currently available for
investment through VCA-24 under the Contracts are:

DIVERSIFIED BOND PORTFOLIO (FORMERLY BOND PORTFOLIO). A high level of income
over the longer term while providing reasonable safety of capital through
investment primarily in readily marketable intermediate and long-term fixed
income securities that provide attractive yields but do not involve substantial
risk of loss of capital through default.

GOVERNMENT INCOME PORTFOLIO (FORMERLY GOVERNMENT SECURITIES PORTFOLIO). A high
level of income over the longer term consistent with the preservation of capital
through investment primarily in U.S. Government securities, including
intermediate and long-term U.S. Treasury securities and debt obligations issued
by agencies of or instrumentalities established, sponsored or guaranteed by the
U.S. Government. At least 65% of the total assets of the portfolio will be
invested in U.S. Government securities.

CONSERVATIVE BALANCED PORTFOLIO (FORMERLY CONSERVATIVELY MANAGED FLEXIBLE
PORTFOLIO). Achievement of a favorable total investment return consistent with a
portfolio having a conservatively managed mix of money market instruments, fixed
income securities, and common stocks of established companies, in proportions
believed by the investment manager to be appropriate for an investor desiring
diversification of investment who prefers a relatively lower risk of loss than
that associated with the Flexible Managed Portfolio while recognizing that this
reduces the chances of greater appreciation.

FLEXIBLE MANAGED PORTFOLIO (FORMERLY AGGRESSIVELY MANAGED FLEXIBLE PORTFOLIO).
Achievement of a high total return consistent with a portfolio having an
aggressively managed mix of money market instruments, fixed income securities,
and common stocks, in proportions believed by the investment manager to be
appropriate for an investor desiring diversification of investment who is
willing to accept a relatively high risk of loss in an effort to achieve greater
appreciation.

STOCK INDEX PORTFOLIO. Achievement of investment results that correspond to the
price and yield performance of publicly traded common stocks in the aggregate by
following a policy of attempting to duplicate the price and yield performance of
the Standard & Poor's 500 Composite Stock Price Index.

EQUITY PORTFOLIO (FORMERLY COMMON STOCK PORTFOLIO). Capital appreciation through
investment primarily in common stocks of companies, including major established
corporations as well as smaller capitalization companies, that appear to offer
attractive prospects of price appreciation that is superior to broadly-based
stock indices. Current income, if any, is incidental.

GLOBAL PORTFOLIO (FORMERLY GLOBAL EQUITY PORTFOLIO). Long-term growth of capital
through investment primarily in common stock and common stock equivalents of
foreign and domestic issuers. Current income, if any, is incidental.

The investment policies, restrictions and risks associated with each of these
seven Fund Portfolios are described in the accompanying Prospectus for the Fund.
Certain restrictions are set forth in the Fund's Statement of Additional
Information.

DETERMINATION OF ASSET VALUE

The Unit Value for VCA-10 will be determined once daily as of 4:15 p.m. Eastern
time on each day that the New York Stock Exchange ("NYSE") is open for trading.
The NYSE is normally open for trading Monday through Friday except for the days
on which the following holidays are observed: New Year's Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and
Christmas Day. Any security for which the primary market is on an exchange is
generally valued at the last sale price on such exchange as of the close of the
NYSE (which is currently 4:00 p.m. Eastern time) or, in the absence of recorded
sales, at the mean between the most recently quoted bid and asked prices. NASDAQ
National Market System equity securities are valued at the last sale price or,
if there was no sale on such day, at the mean between the most recently quoted
bid and asked prices. Other over-the-counter equity securities are valued at the
mean between the most recently quoted bid and asked prices.

Fixed income securities will be valued utilizing an independent pricing service
to determine valuations for normal institutional size trading units of
securities. The pricing service considers such factors as security prices,
yields, maturities, call features, ratings and developments relating to specific
securities in arriving at securities valuations. Convertible debt securities
that are actively traded in the over-the-counter market, including listed
securities for which the primary market is believed to be over-the-counter, are
valued at the mean between the most recently quoted bid and asked prices
provided by an independent pricing service.

Short-term investments having maturities of sixty days or less are valued at
amortized cost which, with accrued interest, approximates market value.
Amortized cost is computed using the cost on the date of purchase, adjusted for
constant accrual of discount or amortization of premium to maturity.

Options on stock and stock indices traded on national securities exchanges are
valued at the mean of the bid and asked prices as of the close of the respective
exchange (which is currently 4:10 p.m. Eastern time). Futures contracts and
options thereon are valued at the last sale price at the close of the applicable
commodities exchange or board of trade (which is currently 4:15 p.m. Eastern
time) or, if there was no sale on the applicable

16
<PAGE>

commodities exchange or board of trade on such day, at the mean between the most
recently quoted bid and asked prices on such exchange or board of trade.

Portfolio securities for which market quotations are not readily available will
be valued at fair value as determined in good faith under the direction of the
Committee.

The Unit Value for VCA-11 will be determined once daily as of 4:15 p.m. Eastern
time on each day that the NYSE is open for trading. With the exception of U.S.
Government securities held subject to repurchase agreements that may have
maturity dates in excess of one year from the date of delivery of the repurchase
agreement, securities held in VCA-11 consist primarily of debt obligations with
a remaining maturity of less than thirteen months. These securities will be
valued at amortized cost. If the net asset value of VCA-11 fluctuates by as much
as one-half of one percent because of the use of the amortized cost method as
opposed to the mark-to-market valuation, then the Committee will be promptly
notified so that corrective action may be taken to avoid the dilution of the
interests of Participants in investment companies. This corrective action may
entail selling portfolio instruments prior to maturity, redeeming shares in kind
or using market value. In determining the market value for securities held in
VCA-11, where the primary market for a security is an exchange, the market
quotations are obtained from that exchange. Securities which are not listed on
an exchange and for which market quotations are readily available are valued at
the market price as obtained from one or more of the major market makers. Other
investments and assets are valued at fair value as determined by appraisal.
Prudential supervises and retains responsibility for such appraisals under the
direction of the VCA-11 Committee.

The proceeds from sales of VCA-11's assets generally will vary inversely to
changes in interest rates. If interest rates increase after a security is
purchased, the security, if sold, may return less than its cost.

The procedures for computing the net asset value of Fund shares are described in
the accompanying Fund Prospectus.

MANAGEMENT

The operations of VCA-10 and VCA-11 are conducted under the general supervision
of each Account's Committee and in accordance with each Account's Rules and
Regulations. The members of each Account's Committee are elected for indefinite
terms by the Participants in that Account and by any other persons who may have
voting rights in respect of the Account. See "Voting Rights," pages 33-34. A
majority of the Committee members are not "interested persons" of Prudential or
of the Accounts, as defined in the 1940 Act. Information about the Fund's Board
of Directors is provided in the accompanying Prospectus of the Fund and its
Statement of Additional Information.

Prudential serves as the investment manager of the Accounts and the Fund under
separate investment management agreements with each of them. Subject to
Prudential's supervision, all of the investment management services provided by
Prudential are furnished by its wholly-owned subsidiary, The Prudential
Investment Corporation ("PIC"). Prudential continues to have responsibility for
all investment advisory services under its investment management agreements with
the Accounts and the Fund. Pursuant to a service agreement between Prudential
and PIC, Prudential reimburses PIC for its costs and expenses. PIC is registered
as an investment adviser under the Investment Advisers Act of 1940.

Under the above-described service agreement, as of December 31, 1995, PIC
managed over $75 billion in equity, debt, and money market assets.

An affiliated broker may be employed to execute brokerage transactions on behalf
of the Accounts and the Fund, as long as the commissions are reasonable and fair
compared to the commissions received by other brokers in connection with
comparable transactions involving similar securities being purchased or sold on
a securities exchange during a comparable period of time. The Accounts and the
Fund may not engage in any transactions in which Prudential or its affiliates,
including Prudential Securities Incorporated, acts as principal, including
over-the-counter purchases and negotiated trades in which such a party acts as a
principal.

Prudential is also responsible for the Accounts' administrative and
recordkeeping functions and pays the expenses associated with them. Certain of
these services are performed on behalf of Prudential by its indirect
wholly-owned subsidiary, The Prudential Asset Management Company, Inc., pursuant
to a service agreement. More information about the service agreement and the
services provided may be found in the Statement of Additional Information.
Information about the administrative, recordkeeping and other expenses of the
Fund appears in the accompanying Fund prospectus, and in the Fund's Statement of
Additional Information.

CHARGES

No deduction is made from contributions to VCA-10, VCA-11 or any Subaccount of
VCA-24 at the time they are made. Accordingly, one hundred percent (100%) of
those contributions is invested in the program. Certain charges, described
below, are imposed upon withdrawal of all or part of the contributions made on
behalf of Participants, or upon each Participant's Accumulation Account in the
Program.

DEFERRED SALES CHARGE

PRSI performs certain sales and distribution functions regarding the Contracts.
In consideration for these services, a deferred sales charge which is designed
to cover expenses relating to sales of the Contracts, including commissions, may
be imposed upon contributions withdrawn by a Participant. To the extent the
deferred sales charge does not repay these expenses,

17
<PAGE>
the difference will be made up from Prudential's surplus held in its general
account. The amount of the deferred sales charge imposed upon any withdrawal
depends upon the number of years of a Participant's participation in a MEDLEY
Program, the year in which the withdrawal is made, and the kind of retirement
arrangement that covers the Participant.

Participation in a Program begins upon the date when the first contribution on
behalf of the Participant under a Contract described in this Prospectus, a
Companion Contract, or the fixed rate option along with enrollment information
in a form satisfactory to Prudential, is received by Prudential. Such
participation ends on the date when all of the Participant's Accumulation
Accounts under the Program are cancelled. In the event of such cancellation,
Prudential reserves the right to consider the Participant to be participating in
the Program for a limited time (currently about one year) for the purposes of
calculating any deferred sales charge on the withdrawal of any future
contributions.

The chart below describes the maximum amount of the deferred sales charge.

<TABLE>
<CAPTION>
Deferred Sales
Charge, as a
Years of Percentage of
Program Contributions
Participation Withdrawn
- ---------------- --------------
<S> <C>
0-- 2 years 7%
3-- 5 years 6%
6--10 years 4%
11--15 years 3%
after 15 years 0%
</TABLE>

The proceeds received by a Participant upon any partial or full withdrawal will
be reduced by the amount of any deferred sales charge.

Lower deferred sales charges may be imposed under certain Contracts. See
"Modification of Charges," page 19.

LIMITATIONS ON SALES CHARGES

No deferred sales charge is imposed upon contributions withdrawn to purchase an
annuity under a Contract, to provide a death benefit, pursuant to a systematic
withdrawal plan, to provide a minimum distribution payment, or in cases of
financial hardship or disability retirement as determined pursuant to provisions
of the employer's retirement arrangement. Further, for all plans other than
IRAs, no deferred sales charge is imposed upon contributions withdrawn due to
resignation or retirement by the Participant or termination of the Participant
by the Contract-holder. In addition, no deferred sales charge is imposed upon
contributions withdrawn for any reason after fifteen years of participation in a
Program.

Contributions transferred among VCA-10, VCA-11, the Subaccounts of VCA-24, the
Companion Contract, and the fixed rate option of the Non-Qualified Combination
Contract are considered to be withdrawals from the Account or Subaccount from
which the transfer is made, but no deferred sales charge is imposed upon them.
They will, however, be considered as contributions to the receiving Account or
Subaccount for purposes of calculating any deferred sales charge imposed upon
their subsequent withdrawal from it.

Loans are considered to be withdrawals from the Account or Subaccount from which
the loan amount was deducted but are not considered a withdrawal from the
Program. Therefore, no deferred sales charge is imposed upon them. The principal
portion of any loan repayment, however, will be treated as a contribution to the
receiving Account or Subaccount for purposes of calculating any deferred sales
charge imposed upon any subsequent withdrawal. If the Participant defaults on
the loan by, for example, failing to make required payments, the outstanding
balance of the loan will be treated as a withdrawal for purposes of the deferred
sales charge. The deferred sales charge will be withdrawn from the same
Accumulation Accounts, and in the same proportions, as the loan amount was
withdrawn. If sufficient funds do not remain in those Accumulation Accounts, the
deferred sales charge will be withdrawn from the Participant's other
Accumulation Accounts as well.

Withdrawals, transfers and loans from VCA-10, VCA-11 and each Subaccount of
VCA-24 are considered to be withdrawals of contributions until all of the
Participant's contributions to the Account or Subaccount have been withdrawn,
transferred or borrowed. No deferred sales charge is imposed upon withdrawals of
any amount in excess of contributions.

ANNUAL ACCOUNT CHARGE

An annual account charge for recordkeeping and other administrative services is
deducted from each Participant's Accumulation Account in the Program. This
annual account charge is payable to Prudential and is made on the last business
day of each calendar year as long as the Participant still has an Accumulation
Account under the Program. The annual account charge will be pro rated for new
Participants for the first year of their participation, based on the number of
full months remaining in the calendar year after the first contribution is
received. If all of the Participant's Accumulation Accounts are cancelled before
the end of the year, the charge will be made on the date the last Accumulation
Account is cancelled (and the charge will not be pro rated if this occurs during
the year in which the first contribution is made to such Account). The annual
account charge will not be made, however, upon the cancellation of a
Participant's Accumulation Account to purchase an annuity under a Contract if
the annuity becomes effective on January 1 of any year. After a cancellation,
the Participant may again participate in the Program only as a new Participant
and will be subject to

18
<PAGE>
a new annual account charge. Also, the annual account charge will not be made if
the Participant's employer has chosen to pay the charge.

The aggregate annual account charge with respect to a Participant's Accumulation
Accounts will not be greater than $20. The charge will first be made against a
Participant's Accumulation Account under a fixed-dollar Companion Contract or
fixed rate option of the Non-Qualified Combination Contract. If the Participant
has no Accumulation Account under a Companion Contract or the fixed rate option,
or if that Accumulation Account is too small to pay the charge, the charge will
be made against the Participant's Accumulation Account in VCA-11. If the
Participant has no VCA-11 Accumulation Account, or if that Account is too small
to pay the charge, the charge will then be made against the Participant's VCA-10
Accumulation Account. If the Participant has no VCA-10 Accumulation Account, or
if it is too small to pay the charge, the charge will then be made against any
one or more of the Participant's Accumulation Accounts in VCA-24.

The cash positions of VCA-10, VCA-11 and the Subaccounts of VCA-24 are expected
to be sufficient to cover such part of the charge that is collected from them.
Accordingly, that collection should have no adverse financial effect on any
Account or Subaccount.

CHARGE FOR ADMINISTRATIVE EXPENSES
AND INVESTMENT
MANAGEMENT SERVICES

A daily charge is made which is equal to an effective annual rate of 1.00% of
the net value of the assets in VCA-10 and VCA-11. Three quarters of this charge
(0.75%) is for administrative expenses not covered by the annual account charge,
and one quarter (0.25%) is for investment management. A daily charge is also
made which is equal to an effective annual rate of 0.75% of the net value of the
assets in each Subaccount of VCA-24. All of this charge is for administrative
expenses not covered by the annual account charge. These charges are payable to
Prudential and are reflected in the computation of the value of the Units in
each Account and Subaccount. See "The Unit Value," page 21 and "The Unit Change
Factor for Any Business Day," page 21. It should be noted that because the
administrative charge of 0.75% is a charge based on a percentage of assets in an
Account, there is no necessary relationship between this administrative charge
and the amount of expenses attributable to a particular Contract or Participant.

Prudential makes daily charges for providing investment management of the Fund
Portfolios at the following effective annual rates: 0.35% of the average daily
net assets of the Stock Index Portfolio, 0.40% of the average daily net assets
of the Diversified Bond Portfolio and Government Income Portfolio, 0.45% of the
average daily net assets of the Equity Portfolio, 0.55% of the average daily net
assets of the Conservative Balanced Portfolio, 0.60% of the average daily net
assets of the Flexible Managed Portfolio and 0.75% of the average daily net
assets of the Global Portfolio. Other expenses incurred by the Fund include
costs of Portfolio transactions, legal and accounting expenses, and the fees of
the Fund's custodian and transfer agent. Further detail is provided in the
accompanying Prospectus for the Fund and its Statement of Additional
Information.

MODIFICATION OF CHARGES

Prudential may impose deferred sales charges and annual account charges lower
than those described above with respect to Participants under certain Contracts.
These lower charges will reflect Prudential's anticipation that lower sales or
administrative costs will be incurred, or less sales or administrative services
will be performed, with respect to such Contracts due to economies arising from
(1) the utilization of mass enrollment procedures or (2) the performance of
recordkeeping or sales functions, which Prudential would otherwise be required
to perform, by the Contract-holder, an employee organization, or by a third
party on their behalf or (3) an accumulated surplus of charges over expenses
under a particular Contract. Generally, the deferred sales charge is lowered or
waived depending on the amount of local service the Contract-holder requires.
Each Contract-holder makes this election at the time he enters into the
Contract. The exact amount of the deferred sales charge and annual account
charge applicable to Participants under any given Contract will be stated in the
Contract.

Prudential may change the deferred sales charge, the annual account charge and
the charge of 0.75% for administrative expenses. See "Changes in the Contracts,"
page 30.

THE CONTRACTS

Prudential generally issues the Contracts to employers whose employees may
become Participants. Under an IRA, a Participant's spouse may also become a
Participant. Sometimes a Contract is issued to an association that represents
employers of employees who become Participants, sometimes to an association
whose members become Participants and sometimes to a trustee of a trust with
participating employers whose employees become Participants. Even though an
employer, an association or a trustee is the Contract-holder, the Contract
normally provides that Participants shall have the rights and interests under
them that are described in this Prospectus. But this is not always true. When a
Contract is used to fund a deferred compensation plan established under Section
457 of the Internal Revenue Code, for example, all rights under the Contract are
owned by the employer to whom, or on whose behalf, the Contract is issued. All
amounts becoming payable under the Contract are payable to the employer and are
its exclusive property. For a plan established under Section 457 of the Code,
the employee has no rights or interests under the Contract, including any right
or interest in the

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Accumulation Account established in his name in VCA-10, VCA-11 or any Subaccount
of VCA-24, except as provided in the employer's plan. This may also be true with
respect to certain non-qualified annuity arrangements.

Also, a particular plan, even if it is not a deferred compensation plan, may
limit a Participant's exercise of certain rights under a Contract. Participants
should check the provisions of their employer's plan or any agreements with the
employer to see if there are any such limitations and, if so, what they are.
Prudential may issue the Non-Qualified Combination Contract to cover individuals
who are not associated with a single employer or other organization.

THE ACCUMULATION PERIOD

1. CONTRIBUTIONS; CREDITING UNITS; ENROLLMENT
FORMS; DEDUCTION FOR ADMINISTRATIVE EXPENSES.

Contributions to a Program ordinarily will be made periodically pursuant
to a payroll deduction or similar agreement between the Participant and
his employer. Any contributions to an IRA must be in an amount of no less
than $500, except for contributions to an IRA for a non-working spouse
(or working spouse who elects to be treated as a non-working spouse),
which are limited to $250 per year.

A Participant designates what portion of the contributions made on his
behalf should be invested in VCA-10, VCA-11 and in any Subaccount of
VCA-24 (if all three Accounts are part of his employer's Program) or
under a fixed rate option or Companion Contract, if any. The Participant
may change this designation usually by notifying Prudential at the
address shown on the cover page of this Prospectus. Under certain
Contracts, an entity other than Prudential keeps certain records, and
Participants under those Contracts must contact the record-keeper. See
"Modified Procedures," page 28.

The full amount (100%) of each contribution designated for investment in
VCA-10, VCA-11 or any Subaccount of VCA-24 is credited to an Accumulation
Account maintained for the Participant in that Account or Subaccount. An
Accumulation Account in VCA-10 consists of VCA-10 Units; an Accumulation
Account in VCA-11 consists of VCA-11 Units; an Accumulation Account in a
Subaccount of VCA-24 consists of Units of that Subaccount. The number of
Units credited to a Participant in an Account or Subaccount is determined
by dividing the amount of the contribution made on his behalf to that
Account or Subaccount by the Account's or Subaccount's Unit Value for the
business day on which the contribution is received at the address shown
on the cover page of this Prospectus. A business day is a day on which
the New York Stock Exchange is open for trading.

The initial contribution made for a Participant will be invested in
VCA-10, VCA-11, or a Subaccount of VCA-24 no later than two business days
after it is received by Prudential and identified as being for investment
in VCA-10, VCA-11, or a Subaccount of VCA-24, if it is preceded or
accompanied by satisfactory enrollment information. If the
Contract-holder submits an initial contribution on behalf of one or more
new Participants that is not preceded or accompanied by satisfactory
enrollment information, then Prudential will allocate such contribution
to a money market option upon receipt, and also will send a notice to the
Contract-holder that requests allocation information for each such
Participant. If the Contract-holder purchases only contracts that are
within the MEDLEY Program, or purchases such contracts together with
either a group variable annuity contract issued through The Prudential
Variable Contract Account-2 or unaffiliated mutual funds, then
contributions that are not preceded or accompanied by satisfactory
enrollment information will be invested in the VCA-11 money market
option. If the Contract-holder purchases contracts that are within the
MEDLEY Program as well as shares of The Prudential Institutional Fund
("PIF") or a successor mutual fund, then contributions that are not
preceded or accompanied by satisfactory enrollment information will be
invested in the Money Market Fund of PIF or a successor mutual fund. If
the necessary enrollment information is not received in response to its
initial notice to the Contract-holder, Prudential will deliver up to
three additional notices to the Contract-holder at monthly intervals that
request such allocation information. After 105 days have passed from the
time that Units of VCA-11 (or, as the case may be, shares of PIF's Money
Market Fund or a successor mutual fund) were purchased on behalf of
Participants who failed to provide the necessary enrollment information,
Prudential will redeem the relevant VCA-11 Units (or shares of PIF or a
successor mutual fund) and pay the proceeds (including earnings thereon)
to the Contract-holder. Any proceeds paid to the Contract-holder under
this procedure may be considered a prohibited and taxable reversion to
the Contract-holder under current provisions of the Internal Revenue Code
of 1986, as amended. Similarly, returning proceeds may cause the
Contract-holder to violate a requirement under the Employee Retirement
Income Security Act of 1974, as amended, to hold all plan assets in

20
<PAGE>

trust. Both problems may be avoided if the Contract-holder arranges to
have the proceeds paid into a qualified trust or annuity contract.

The number of VCA-10 Units, VCA-11 Units or Units of a particular
Subaccount of VCA-24 credited to a Participant will not be affected by
any subsequent change in the value of those Units, but the dollar value
of a Unit will vary from business day to business day depending upon the
investment experience of the Account or Subaccount. The number of Units
credited to a Participant in an Account or Subaccount will be reduced as
the result of the annual account charge. That charge will be made by
cancelling the number of Units that is equal to the amount of the charge
(see "Annual Account Charge," pages 18-19) divided by the Unit Value for
the business day on which the charge is made.

2. VALUATION OF A PARTICIPANT'S ACCOUNT

The value of a Participant's Accumulation Account in VCA-10, VCA-11 or in
a Subaccount of VCA-24 on any particular day is determined by multiplying
the total number of Units then to the Participant's credit in the Account
or Subaccount by the Account's or Subaccount's Unit Value on that day.

3. THE UNIT VALUE

On November 4, 1982, the date of the first Participant contribution to
VCA-10, the Unit Value for VCA-10 was set at $1.00. On November 8, 1982,
the date of the first Participant contribution to VCA-11, the Unit Value
for VCA-11 was set at $1.00. The Unit Value for each Subaccount of VCA-24
was set at $1.00 on the date of commencement of operations of that
Subaccount. The Unit Value for any subsequent business day is determined
as of the end of that day by multiplying the Unit Change Factor for that
day (see below) by the Account's Unit Value for the preceding business
day.

4. THE UNIT CHANGE FACTOR FOR ANY BUSINESS DAY

The Unit Change Factor for VCA-10 and VCA-11 for any business day is
obtained by (a) dividing the assets at the end of the day (ignoring
current day transfers, redemptions and subscriptions) by the assets at
the end of the previous business day, and (b) dividing such value by the
sum of 1.00 and the rate of deduction for administrative expenses and
investment management fee for the number of days in such period, computed
at an effective annual rate of 1%. The result is the Account's Unit
Change Factor for the business day.

The Unit Change Factor for a Subaccount of VCA-24 for any business day is
determined by dividing the current day net asset value for shares by the
net asset value for shares on the previous business day. This factor is
then reduced by a daily equivalent (for the number of days since the last
valuation) of the .75% annual charge for administrative expenses. See
"Charge for Administrative Expenses and Investment Management Services,"
page 19. The value of the assets of a Subaccount is determined by
multiplying the number of Fund shares held by that Subaccount by the net
asset value of each share and adding the value of dividends declared by
the Fund but not yet paid.

5. WITHDRAWAL (REDEMPTION) OF CONTRIBUTIONS.

The Internal Revenue Code imposes restrictions on withdrawals from
tax-deferred annuities subject to Section 403(b) of the Code. Pursuant to
Section 403(b)(11) of the Code, amounts attributable to a Participant's
salary reduction contributions (including the earnings thereon) that are
made under a tax-deferred annuity after December 31, 1988 can only be
withdrawn (redeemed) when the Participant attains age 59 1/2, separates
from service with his employer, dies or becomes disabled (within the
meaning of Section 72(m)(7) of the Code). However, the Code permits the
withdrawal at any time of amounts attributable to tax-deferred annuity
salary reduction contributions (EXCLUDING THE EARNINGS THEREON) that are
made after December 31, 1988, in the case of a hardship. If the
retirement arrangement under which a Participant is covered contains a
financial hardship provision, withdrawals can be made in the event of the
hardship.

Furthermore, subject to any restrictions upon withdrawals contained in
the tax-deferred annuity arrangement under which a Participant is
covered, a Participant can withdraw at any time all or part of his
interest in his Accumulation Account(s) as of December 31, 1988. Amounts
earned after December 31, 1988 on the December 31, 1988 balance in a
Participant's Accumulation Account(s) attributable to salary reduction
contributions are, however, subject to the Section 403(b)(11) withdrawal
restrictions discussed above.

Subject to any conditions or limitations regarding transfers contained in
the tax-deferred annuity arrangement under which a Participant is
covered, a Participant can continue to make transfers of all or part of
his interest in his Accumulation Account(s) among the available
investment options offered by the Prudential and

21
<PAGE>

can transfer directly all or part of his interest in his Accumulation
Account(s) to a Section 403(b) tax-deferred annuity contract of another
insurance company or to a mutual fund custodial account under Section
403(b)(7). See "Transfer Payments", pages 25-26.

Unless restricted by the tax-deferred annuity arrangement under which he
is covered, a Participant may withdraw at any time all or part of his
interest in his Accumulation Account(s) that is attributable to employer
contributions or after-tax Participant contributions, if any.

With respect to retirement arrangements other than tax-deferred annuities
subject to Section 403(b) of the Code (e.g., Code Section 457 plans) a
Participant's right to withdraw at any time all or part of his interest
in VCA-10, VCA-11 or any Subaccount of VCA-24 may be restricted by the
retirement arrangement under which he is covered. For example, Code
Section 457 plans typically permit withdrawals only upon attainment of
age 70 1/2, separation from service, or for unforeseeable emergencies.

Withdrawal requests should be submitted to Prudential in the manner set
out in the Summary section of this prospectus or, if required by the
Contract, another entity providing record-keeping services. See "Modified
Procedures," page 28. Under certain Contracts, the amount withdrawn from
an Account or Subaccount as a minimum distribution payment must be at
least $250 or, if less, then equal to the full value of the Participant's
interest in the Account or Subaccount. The amount withdrawn will be
reduced by any deferred sales charge that may apply. See "Deferred Sales
Charge," pages 17-18. If a Participant withdraws the value of all of his
Accumulation Accounts under a Program, the full annual account charge
will be deducted at that time that would otherwise have been deducted at
the end of the calendar year and those Accumulation Accounts will be
cancelled. The resulting amount will be paid within seven days after the
request for the withdrawal has been received in a manner prescribed by
Prudential, except as deferment of such payment may be permitted under
the provisions of the 1940 Act in effect from time to time. Currently,
deferment is permissible only when the New York Stock Exchange is closed
or trading is restricted, when an emergency exists as a result of which
disposal of the securities held in the Account or Subaccount involved is
not reasonably practicable or it is not reasonably practicable to
determine fairly the value of the Account's or Subaccount's assets, or
when the Securities and Exchange Commission has provided for such
deferment for the protection of Participants. As of the day a withdrawal
request is received by Prudential, the Participant's Accumulation Account
in VCA-10, VCA-11 or any Subaccount of VCA-24, as the case may be, will
be reduced by the lesser of the number of Units obtained by dividing the
amount of the Participant's withdrawal request by the Unit Value for that
day, or the number of Units remaining in the Accumulation Account.

Under certain types of retirement arrangements, the Retirement Equity Act
of 1984 requires that in the case of a married Participant, certain
withdrawal requests include the consent of the Participant's spouse. This
consent must contain the signatures of the Participant and spouse and
must be notarized or witnessed by an authorized plan representative.

A withdrawal will generally have federal income tax consequences, which
can include tax penalties. See "Federal Tax Status," pages 31-33.

6. SYSTEMATIC WITHDRAWAL PLAN

If permitted by Internal Revenue Code and the retirement arrangement
under which a Participant is covered, and subject to the restrictions and
limitations set forth below, a Participant may arrange for systematic
withdrawals to be made from his Accumulation Account(s). A Participant
may arrange for systematic withdrawals only if, at the time he elects to
have such an arrangement, the sum of the balance(s) in his Accumulation
Account(s) is at least $5,000. A Participant who has not reached age
59 1/2, however, may not elect a systematic withdrawal arrangement unless
he has first separated from service with his employer. In addition, the
$5,000 minimum balance does not apply to systematic withdrawals made for
the purpose of satisfying minimum distribution rules.

Federal income tax provisions applicable to the retirement arrangement
under which a Participant is covered may significantly affect the
availability of systematic withdrawals, how they may be made, and the
consequences of making them. Withdrawals by Participants are generally
taxable and Participants who have not reached age 59 1/2 may incur
substantial tax penalties. Withdrawals made after a Participant has
attained age 70 1/2 and by beneficiaries must satisfy certain minimum
distribution rules. See "Federal Tax Status," pages 31-33.

Systematic withdrawals may be arranged only pursuant to an election on a
form approved by Prudential. Under certain types of retirement
arrangements, an election to arrange for systematic withdrawals by a
married Participant must be consented to in writing by the Participant's
spouse, with signatures notarized or witnessed

22
<PAGE>
by an authorized plan representative. The election must specify that the
systematic withdrawals shall be made on a monthly, quarterly, semi-
annual, or annual basis.

All systematic withdrawals shall be effected as of the day of the month
specified by the Contract-holder, or, if such day is not a business day,
then on the next succeeding business day. Systematic withdrawals shall
continue until the Participant has withdrawn all of the balances in his
Accumulation Account(s) or has instructed Prudential in writing to
terminate his systematic withdrawal arrangement. The Participant may
elect to make systematic withdrawals in equal dollar amounts (in which
case each withdrawal must be at least $250), unless it is made to satisfy
minimum distribution rules, or over a specified period of time (at least
three years). Where the Participant elects to make systematic withdrawals
over a specified period of time, the amount of each withdrawal--which
will vary, reflecting investment experience during the withdrawal
period--will be equal to the sum of the balances then in the
Participant's Accumulation Account(s) divided by the number of systematic
withdrawals remaining to be made during the withdrawal period.

Systematic withdrawals shall be taken first out of the Participant's
Accumulation Account, if any, in the Companion Contract or the fixed rate
option until that Accumulation Account is exhausted. Thereafter,
systematic withdrawals will be taken in order from the Participant's
Accumulation Account(s) (until each is exhausted), in VCA-11, VCA-10, the
VCA-24 Equity Subaccount, the VCA-24 Diversified Bond Subaccount, the
VCA-24 Conservative Balanced Subaccount, the VCA-24 Flexible Managed
Subaccount, the VCA-24 Stock Index Subaccount, the VCA-24 Government
Income Subaccount, and the VCA-24 Global Subaccount.

A Participant may change the frequency, amount or duration of his
systematic withdrawals by submitting a form to Prudential that Prudential
will provide to him upon request. A Participant may make such a change
only once during each calendar year.

A Participant may at any time instruct Prudential to terminate the
Participant's systematic withdrawal arrangement, and no systematic
withdrawals will be made for him after Prudential has received his
instruction. A Participant who chooses to stop making systematic
withdrawals may not again make them until the next calendar year and may
be subject to federal tax consequences as a result thereof.

An arrangement to make systematic withdrawals will not affect any of the
Participant's other rights under the Contracts, including the right to
make withdrawals (redemptions) described on page 21-22 of this
Prospectus, the right to make transfers described on pages 25-26, and the
right to purchase a fixed dollar annuity described on pages 28-29.

No deferred sales charge is imposed upon systematic withdrawals made
pursuant to an arrangement elected as described above; provided, however,
that Prudential reserves the right to apply a deferred sales charge on
systematic withdrawals where payments are made for less than three years.
Furthermore, a Participant who is receiving systematic withdrawals and is
over the age of 59 1/2 may make one additional, non-systematic,
withdrawal during each calendar year in an amount that does not exceed
10% of the sum of the balances in his Accumulation Account(s) and no
deferred sales charge shall be imposed upon such withdrawal. This
additional withdrawal may be made from any of the Participant's
Accumulation Account(s), as the Participant may elect. Different
procedures may apply for Contracts under which an entity other than
Prudential provides record-keeping services. See "Modified Procedures,"
page 28.

7. TEXAS OPTIONAL RETIREMENT PROGRAM

Special rules apply with respect to Contracts covering persons
participating in the Texas Optional Retirement Program ("Texas Program")
in order to comply with the provisions of Texas law relating to the Texas
Program.

Under the terms of the Texas Program, Texas will contribute an amount
somewhat larger than a Participant's contribution. Texas' contributions
will be credited to the Participant's individual Accumulation Accounts.
Until the Participant begins his second year of participation in the
Texas Program as a "faculty member" as defined in Section 31.001(8) of
Title 110B of the Texas Revised Civil Statutes, Prudential will have the
right to withdraw the value of the Units purchased for his account with
Texas' contributions. If the Participant does not commence his second
year of Texas Program participation, the value of those Units
representing Texas' contribution will be withdrawn and returned to the
State.

Pursuant to Section 36.105 of Title 110B of the Texas Revised Civil
Statutes and a ruling of the State Attorney General, withdrawal benefits
of Contracts issued under the Texas Program are available only in the
event of a Participant's death, retirement or termination of employment

23
<PAGE>
in all institutions of higher education as defined in Section 61.003 of
the Texas Education Code. Participants will not, therefore, be entitled
to exercise the right of withdrawal in order to receive in cash the
values credited to them under the Contract unless one of the foregoing
conditions has been satisfied. The value of a Participant's interests
under the Contract may, however, be transferred to another Prudential
contract or contracts of other carriers approved under the Texas Program
during the period of the Participant's Texas Program participation.

8. DEATH BENEFITS

Upon receipt by Prudential of due proof of a Participant's death and a
claim and payment election submitted on a form approved by Prudential, a
death benefit made up of the balance in the Participant's Accumulation
Accounts (after deduction of the annual account charge and calculated,
insofar as Accumulation Accounts in VCA-10, VCA-11 and the Subaccounts of
VCA-24 are concerned, as the product of the Unit Value for the business
day on which Prudential receives due proof of the Participant's death and
other necessary forms multiplied by the number of Units then credited to
the Participant's Accumulation Account) will be payable to his designated
beneficiary. The appropriate address to which a death benefit claim
should be sent is set out in the Summary section of this Prospectus. For
certain Contracts a death benefit claim should be sent to a designated
record-keeper rather than Prudential. See "Modified Procedures," page 28.

The death benefit will be paid in one sum as if it were a single
withdrawal, as systematic withdrawals, as an annuity, or a combination of
the three, as the Participant may have directed subject to the minimum
distribution rules of Code Section 401(a)(9) as described below under
"Federal Tax Status." If the Participant has not so directed, the
beneficiary may, within any time limit prescribed by or for the
retirement arrangement that covered the Participant, elect:

a. to receive a one-sum cash payment;

b. to have a fixed-dollar annuity purchased under the Contract on a
specified date, using the same annuity purchase rate basis that would
have applied if the Participant's account were being used to purchase
an annuity for the Participant.

c. to receive regular payments in accordance with the systematic
withdrawal plan; or

d. a combination of all or any two of (a), (b), and (c)

Unless restricted by the retirement arrangement under which the
Participant is covered, or unless the Participant has elected otherwise,
if within one year after the Participant's death the beneficiary elects
to use at one time the entire balance in any one or more of the
Participant's Accumulation Accounts to receive a one-sum cash payment,
Prudential will add to the death benefit, if necessary, so that with
respect to each Accumulation Account from which such cash payment is
made, the total made available to the beneficiary will not be less than
the contributions to such Accumulation Account minus any withdrawals or
transfers affecting such Accumulation Account and minus the annual
account charge, if any.

Under certain types of retirement arrangements, the Retirement Equity Act
of 1984 requires that in the case of a married Participant, a death
benefit be payable to the Participant's spouse in the form of a
"qualified pre-retirement survivor annuity." A "qualified pre-retirement
survivor annuity" is an annuity for the lifetime of the Participant's
spouse in an amount which can be purchased with no less than 50% of the
balance in the Participant's account as of his date of death. Under the
Retirement Equity Act, the spouse of a Participant in a retirement
arrangement which is subject to these rules may consent to waive the
pre-retirement survivor annuity benefit. Such consent must acknowledge
the effect of waiving the coverage, contain the signatures of the
Participant and spouse and must be notarized or witnessed by an
authorized plan representative. Unless the spouse of a Participant in a
Plan which is subject to these requirements properly consents to the
waiver of the benefit, 50% of the balance in all of the Participant's
Accumulation Accounts will be paid to such spouse even if the designated
beneficiary is someone other than the spouse. Under these circumstances,
the remaining 50% would be paid to Participant's designated beneficiary.

Unless the retirement arrangement that covered the Participant provides
otherwise, a beneficiary who elects to have a fixed-dollar annuity
purchased for himself may choose from among the available forms of
annuity. See "Available Forms of Annuity," page 29. The beneficiary may
elect to purchase an annuity immediately or at a future date. If an
election includes systematic withdrawals, the beneficiary will have the
right to terminate such withdrawals and receive the remaining balance in
the Participant's Accumulation Accounts in cash (or effect an annuity
with it), or to change the frequency, size or duration of such
withdrawals, subject to the minimum distribution rules. (See "Federal Tax

24
<PAGE>

Status" on pages 31-33). If the beneficiary fails to make any election
within any time limit prescribed by or for the retirement arrangement
that covered the Participant, within seven days after the expiration of
that time limit, a one-sum cash payment will be made to the beneficiary,
after deduction of the annual account charge. A specific contract may
provide that an annuity is payable to the beneficiary if the beneficiary
fails to make an election.

Until a death benefit is paid that results in reducing to zero the
balance in all of the Participant's Accumulation Accounts under a
Program, those Accounts will be maintained for the beneficiary in the
same manner as they had been for the Participant, except (i) the
beneficiary may make no contributions (ii) no loans may be taken and
(iii) no deferred sales charge will be imposed upon withdrawals.

9. DISCONTINUANCE OF CONTRIBUTIONS

Contributions on behalf of all Participants under a Contract or for all
Participants of an employer covered under a Contract may be discontinued
upon notice by the Contract-holder to Prudential. Contributions under the
Contract will also be discontinued for all Participants covered by a
retirement arrangement that is terminated.

On 90 days' advance notice to the Contract-holder, Prudential may elect
not to accept any new Participant, or not to accept further contributions
for existing Participants, under a Contract.

The discontinuance of contributions on a Participant's behalf does not
otherwise affect his rights under the Contracts. He may make withdrawals
from his Accumulation Account--for transfer, for the purchase of an
annuity or for any other purpose--just as if contributions were still
being made for him. However, if contributions under a Program are not
made for a Participant for a specified period of time (24 months in
certain states, 36 months in others) and the total value of his
Accumulation Accounts is at or below a specified amount ($1,000 in
certain states, $2,000 in others), Prudential may elect to cancel those
Accumulation Accounts unless prohibited by the retirement arrangement,
and pay the Participant their value (less the annual account charge) as
of the date of cancellation.

10. TRANSFER PAYMENTS

a. Unless restricted by the retirement arrangement under which a
Participant is covered, upon the receipt by Prudential of a duly
completed written transfer request form or properly authorized
telephone transfer request, all or a portion of the Participant's
Accumulation Account in VCA-10, VCA-11, or in any Subaccount of
VCA-24 will be transferred to another Account or Subaccount, fixed
rate option or to a Companion Contract that covers him. There is no
minimum transfer amount. As of the day the transfer request is
received, the Participant's Accumulation Account in the Account or
Subaccount from which the transfer is made will be reduced by the
number of Units obtained by dividing the amount to be transferred by
the Unit Value for that day. If the transfer is made to another
Account or Subaccount as of the same day, the number of Units
credited to the Participant in that Account or Subaccount will be
increased by means of a similar calculation. Prudential reserves the
right to limit the frequency of these transfers. All transfers are
subject to the terms and conditions set forth in this Prospectus and
in the Contract(s) covering a Participant. For example, many
Contracts may preclude transfers from the Companion Contract or fixed
rate option into non-equity investment options that are defined in
the Contract as "competing" with the general account options in
investment characteristics. If such transfers are precluded, the
Contract will further require that amounts transferred from the
Companion Contract or fixed rate option into non-competing investment
options such as a stock fund may not for 90 days thereafter be
transferred into a "competing" option.

Different procedures may apply for Contracts under which an entity
other than Prudential provides record-keeping services. See "Modified
Procedures," page 28. Although there is presently no charge for
transfers, Prudential reserves the right to impose such charges in the
future.

b. A Contract may include a provision that, upon discontinuance of
contributions for all Participants under the Contract or for all
Participants of an employer covered under a Contract (see
"Discontinuance of Contributions," above), the Contract-holder may
request Prudential to make transfer payments from VCA-10, VCA-11 or
any Subaccount of VCA-24 to a designated alternate funding agency. If
the Contract is used in connection with certain non-qualified annuity
arrangements, certain tax-deferred annuities subject to Section
403(b) of the Code, or with IRAs, Prudential will promptly

25
<PAGE>
notify each Participant and each beneficiary of a deceased
Participant for whom an Accumulation Account remains in force under
the Contract-holder's Program that such a request has been received.
Within thirty days of receipt of such notice, each recipient may
elect in writing on a form approved by Prudential to have his Account
in VCA-10, VCA-11 or any Subaccount of VCA-24, transferred to the
alternate funding agency. If he does not so elect, his Accounts will
continue in force under the Contract. The Accumulation Account of any
Participant or beneficiary who does so elect will be cancelled as of
a "transfer date," which is the business day specified in the
Contract-holder's request or 90 days after Prudential receives the
request, whichever is later. The product of the Units in the
Participant's Accumulation Accounts immediately prior to cancellation
and the appropriate Unit Value on the transfer date, less the
applicable deferred sales and annual account charges, will be
transferred to the designated funding agency in cash, securities held
in VCA-10 and VCA-11, or both.

c. Contributions may be discontinued for all Participants under a
Contract or for all Participants of an employer covered under the
Contract used in connection with a deferred compensation plan subject
to Section 457 of the Code due to certain circumstances, such as a
change in any law or regulation, which would have an adverse effect
on Prudential in fulfilling the terms of the Contract. If
contributions are so discontinued, Prudential may initiate transfer
payments from VCA-10, VCA-11 or any Subaccount of VCA-24 to an
alternate funding agency. The transfer would be made as described in
paragraph b. above.

Under certain types of retirement arrangements, the Retirement Equity
Act of 1984 requires that in the case of a married Participant,
certain requests for transfer payments (other than those described in
paragraph a. above) must include the consent of the Participant and
spouse and must be notarized or witnessed by an authorized plan
representative.

11. TELEPHONE REQUESTS

Certain Programs may allow Participants to effect transfers and other
Account transactions by telephone and telecopy. If the Program offers
telephone privileges, each Program Participant will automatically receive
such privileges unless he declines those privileges on a form that will
be supplied by the Contract-holder or Prudential. For the Participant's
protection and to prevent unauthorized exchanges, telephone calls will be
recorded and the Participant will be asked to provide his personal
identification number or other identifying information. A written
confirmation of a transfer will be sent to the Participant. Neither the
Accounts nor their agents will be liable for any loss, liability or cost
which results from acting upon instructions reasonably believed to be
genuine under the foregoing procedures. Telephone privileges are
available only if the Contract-holder has so elected and only in states
where these privileges may legally be offered. The safeguards discussed
above that are employed by the Accounts are designed to minimize
unauthorized exercise of these privileges. During times of extraordinary
economic or market changes, telephone privileges or telecopied
instructions may be difficult to implement.

12. EXCHANGE OFFER INTO MEDLEY

Certain Contract-holders in The Prudential Variable Contract Account-2
("VCA-2") may be offered an opportunity to exchange their retirement
program's investment in VCA-2 for Units of VCA-10, VCA-11 or the
Subaccounts of VCA-24.

Participants in plans of VCA-2 Contract-holders that accept this exchange
offer have the option of exchanging their interests in VCA-2 for
interests in VCA-10 and VCA-11 or any of the Subaccounts of VCA-24. In
such an exchange, any years of participation credited to those VCA-2
Participants under VCA-2 contracts will be counted as years of MEDLEY
Program participation. In addition, no deferred sales charge will be
applied to withdrawals from VCA-10, VCA-11 or the Subaccounts of VCA-24
until a Participant has withdrawn an amount of contributions equal to the
amount transferred from VCA-2.

13. EXCHANGE OFFER OUT OF MEDLEY

Prudential may offer The Prudential Institutional Fund ("PIF"), an
open-end management investment company consisting of seven separate
portfolios, as an alternative investment vehicle for existing MEDLEY
Contract-holders. If the Contract-holder elects to make PIF available to
its Participants, Participants will be given the opportunity to direct
new contributions to PIF. Participants will also be provided a fixed
period of time (an "open window") at least 60 days in length to exchange
any or all amounts in their current variable investment accounts (under
VCA-10, VCA-11 or VCA-24) for shares of PIF without the imposition of the
deferred sales

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charge that may otherwise be applicable to withdrawals from those
accounts under the MEDLEY Program. If a Participant exchanges all the
MEDLEY Program accounts for shares of PIF, the annual account charge,
which is assessed at the end of each calendar year, may be deducted from
the Participant's PIF account(s).

Prudential will advise each Contract-holder of the timing of their
particular open window, but all such open windows will be for at least 60
days. If a Participant does not elect to exchange Units of an Account for
PIF shares during an open window, the Participant may subsequently
transfer from an Account to PIF only amounts that are not subject to the
deferred sales charge.

Before deciding whether to exchange any or all of their existing MEDLEY
accounts for shares of PIF, Participants should carefully read the PIF
prospectus. Participants should understand that PIF is a registered
management investment company (i.e., mutual fund) offered directly to
qualified plans, certain institutional investors and others. It is not a
funding vehicle for variable annuity contracts. Thus, Participants
investing in PIF will not have the features of an annuity contract, such
as a minimum death benefit or certain annuity-related provisions, as they
do under the MEDLEY Program. These features may be obtained by
transferring from PIF to the companion fixed dollar annuity contract.

In Prudential's opinion, there should be no adverse tax consequences if a
Participant in a qualified retirement arrangement, in a deferred
compensation plan under Section 457 or in an individual retirement
annuity under Section 408 of the Internal Revenue Code of 1986, as
amended, elects to exchange amounts in the Participants' current MEDLEY
account(s) for shares of PIF.

Furthermore, exchanges will be effected from a 403(b) annuity contract
(Tax Deferred Annuity funds under the MEDLEY Program) to a Section
403(b)(7) custodial account (Tax Deferred Annuity funds under PIF) so
that such transactions will not constitute taxable distributions.
However, Section 403(b) Participants under the MEDLEY Program should be
aware that there may be more restrictive rules on early withdrawals from
Section 403(b)(7) custodial accounts under PIF.

Prudential does not intend to extend this exchange offer out of MEDLEY to
Participants under any Non-Qualified Combination Contract issued to a
plan covering employees that share a common employer or are otherwise
associated. Any MEDLEY Contract that is held under a non-qualified
arrangement is subject to taxation as an annuity Contract. Any permitted
exchange of amounts under such MEDLEY Contract to shares of PIF may be
treated for tax purposes as a taxable withdrawal up to the amount of the
investment income earned in the MEDLEY Contract. In addition, the
exchange may constitute a premature withdrawal that is subject to a 10
percent tax penalty of the amount exchanged which is includable in income
(i.e., the investment earnings exchanged). However, if the owner of the
MEDLEY Contract is not a natural person and the investment income on the
Contract is currently taxable each year to such owner, there will be no
added tax incurred if such an owner decides to exchange funds from the
MEDLEY Contract to shares of PIF.

Contract-holders and Participants are encouraged to consult a qualified
tax advisor for complete tax information and advice.

14. LOANS

The loans described in this Section are generally available to
Participants in 401(a) plans and 403(b) programs. The interest rate and
other terms and conditions of the loan may vary from program to program.
For plans that are subject to ERISA it is the responsibility of the
program trustee or fiduciary to ensure that the interest rate and other
terms and conditions of the loan comply with all program qualification
requirements including the ERISA regulations. In addition to the loans
described in this section, Participants in 403(b) programs may also be
able to obtain loans under their Companion Contract and should consult
their employer or Prudential.

The loans described in this section, which involve the variable
investment options, work as follows. The minimum loan amount is as
specified in the Participant's Program, or if not specified, as
determined by Prudential. The maximum loan amount is the lesser of (a)
$50,000, reduced by the highest outstanding balance of loans during the
one-year period immediately preceding the date of the loan or (b) 50% of
the value of the Participant's vested interest in his or her Accumulation
Accounts. In the loan application, the Contract-holder (or in certain
cases, the Participant) designates the Accumulation Account(s) from which
the loan amount is deducted. Borrowing, therefore, reduces a
Participant's Accumulation Accounts. To repay the loan, the Participant
makes periodic payments of interest plus a portion of principal. Those
payments are invested in the

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Accounts or Subaccounts chosen by the Participant. The Participant's
Program may specify the Accumulation Accounts from which he may borrow
and into which repayments may be invested.

The maximum loan amount referred to above is imposed by federal tax law.
That limit, however, applies to all loans from any qualified retirement
plan of the employer. Since Prudential cannot monitor a Participant's
loan activity relating to other plans offered to Participants, it is the
Participant's responsibility to do so. Provided that a Participant
adheres to these limitations, the loan will not be treated as a taxable
distribution. If, however, the Participant defaults on the loan by, for
example, failing to make required payments, the defaulted loan amount (as
described in loan disclosure information provided to a borrowing
Participant) will be treated as a taxable distribution and Prudential
will send the appropriate tax information to the Participant and the
Internal Revenue Service. For information as to how the deferred sales
charge applies to loans, see "Deferred Sales Charge." pages 17-18.

Prudential charges a loan application fee of up to $75, which is deducted
from a Participant's Accumulation Accounts at the time the loan is
initiated. Prudential will not accept a personal check as payment of the
loan application fee. Prudential also charges up to $25 per year as a
loan maintenance fee for recordkeeping and other administrative services
provided in connection with the loan. This charge is guaranteed not to
increase during the term of any loan and is not greater than the average
expected cost of the services required to maintain the loan. This
annualized loan maintenance charge will be prorated based on the number
of full months that the loan is outstanding and is generally deducted
quarterly. The Accumulation Account from which this charge is deducted is
determined in the same manner as with the annual account charge. See
"Annual Account Charge," pages 18-19.

15. MODIFIED PROCEDURES

Under certain Contracts, the Contract-holder or a third party acting on
their behalf provides record-keeping services that would otherwise be
performed by Prudential. Such Contracts may require procedures somewhat
different than those set forth in this Prospectus. For example, such
Contracts may require that contribution allocation requests, withdrawal
requests, and/ or transfer requests be directed to the Contract's
record-keeper rather than Prudential. The record-keeper is the
Contract-holder's agent, not Prudential's agent. Accordingly,
transactions will be processed and priced as of the end of the valuation
period in which Prudential receives appropriate instructions and/or funds
from the record-keeper. Any such different procedures will be set forth
in the Contract.

These contracts may have modified deferred sales charges and annual
account charges. See "Modification of Charges," page 19.

THE ANNUITY PERIOD

1. ELECTING THE ANNUITY DATE AND THE FORM OF
ANNUITY

Subject to the restrictions on withdrawals from tax-deferred annuities
subject to Section 403(b) of the Code, (see "Withdrawal (Redemption) of
Contributions," pages 21-22), and subject to the provisions of the
retirement arrangement that covers him, a Participant may elect at any
time to have all or a part of his interest in VCA-10, VCA-11 or any
Subaccount of VCA-24 used to purchase a fixed-dollar annuity under the
Contracts. The Contracts do not provide for annuities that vary with the
investment results of VCA-10, VCA-11 or any Subaccount of VCA-24.

WITHDRAWALS FROM VCA-10, VCA-11 OR ANY SUBACCOUNT OF VCA-24 THAT ARE USED
TO PURCHASE A FIXED-DOLLAR ANNUITY UNDER THE CONTRACTS BECOME PART OF
PRUDENTIAL'S GENERAL ACCOUNT, WHICH SUPPORTS INSURANCE AND ANNUITY
OBLIGATIONS. SIMILARLY, AMOUNTS ALLOCATED TO THE COMPANION CONTRACT OR
THE FIXED RATE OPTION UNDER THE NON-QUALIFIED COMBINATION CONTRACT BECOME
PART OF PRUDENTIAL'S GENERAL ACCOUNT. BECAUSE OF EXEMPTIVE AND
EXCLUSIONARY PROVISIONS, INTERESTS IN THE GENERAL ACCOUNT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 ("1933 ACT") NOR IS THE
GENERAL ACCOUNT REGISTERED AS AN INVESTMENT COMPANY UNDER THE 1940 ACT.
ACCORDINGLY, NEITHER THE GENERAL ACCOUNT NOR ANY INTERESTS THEREIN ARE
GENERALLY SUBJECT TO THE PROVISIONS OF THE 1933 OR 1940 ACTS AND WE HAVE
BEEN ADVISED THAT THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION HAS
NOT REVIEWED THE DISCLOSURES IN THIS PROSPECTUS WHICH RELATE TO THE
FIXED-DOLLAR ANNUITY THAT MAY BE PURCHASED UNDER THE CONTRACTS.
DISCLOSURES REGARDING THE FIXED-DOLLAR ANNUITY AND THE GENERAL ACCOUNT,
HOWEVER, MAY BE SUBJECT TO CERTAIN GENERALLY APPLICABLE PROVISIONS OF THE
FEDERAL SECURITIES LAWS RELATING TO THE ACCURACY AND COMPLETENESS OF
STATEMENTS MADE IN PROSPECTUSES.

In electing to have an annuity purchased, the Participant may select from
the forms of annuity described below, unless the retirement arrangement
covering him provides otherwise. The annuity is purchased on the first
day of the month following receipt by Prudential of proper written notice
on a form approved by Prudential that the Participant has elected to have
an annuity

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purchased, or on the first day of any subsequent month that the
Participant designates. The first monthly annuity payment generally will
be made within one month of the date on which the annuity is purchased.

Under certain types of retirement arrangements, the Retirement Equity Act
of 1984 requires that in the case of a married Participant, certain
elections of payouts which are not qualified joint and survivor annuities
must include the consent and signatures of the Participant and spouse and
must be notarized or witnessed by an authorized plan representative. A
"qualified joint and survivor annuity" is an annuity for the
Participant's lifetime with at least 50% of the amount payable to the
Participant continued after his death to his spouse, if then living.

If the dollar amount of the first monthly annuity payment is less than
the minimum amount specified in the Contract, Prudential may, at its
option and in lieu of making any annuity payment whatsoever, pay the
person who would receive the annuity a one-sum cash payment in the amount
that would otherwise have been applied to purchase the annuity.

Once annuity payments begin, the annuitant cannot surrender his annuity
benefit and receive a one-sum payment in lieu thereof.

2. AVAILABLE FORMS OF ANNUITY

Option 1--Life annuity with payments certain. This is an immediate
annuity payable monthly during the lifetime of the annuitant with the
guarantee that if, at the death of the annuitant, payments have been made
for less than the period-certain (which may be 60, 120, 180 or 240
months, as selected by the annuitant), they will be continued during the
remainder of the selected period to his beneficiary.

Option 2--Annuity-certain. This is an immediate annuity payable monthly
for a period-certain which may be 60, 120, 180 or 240 months, as selected
by the annuitant. If the annuitant dies during the period-certain,
payments in the same amount the annuitant was receiving will be continued
to his beneficiary, but no further payments are payable after the end of
the period-certain.

Option 3--Joint and survivor annuity with payments certain. This is an
immediate annuity payable monthly during the lifetime of the annuitant
with payments continued after his death to his contingent annuitant, if
surviving, for the latter's lifetime. Until the selected number of
payments certain have been paid, payments made to the contingent
annuitant after the annuitant's death are the same as those the annuitant
was receiving. Thereafter, the payments continued to the contingent
annuitant will be a percentage of the monthly amount paid to the
annuitant such as 33%, 50%, 66% or 100% as selected by the annuitant (the
amounts of each payment made to the annuitant will be lower as the
percentage he selects to be paid to the contingent annuitant is higher).
If both the annuitant and the contingent annuitant die during the period-
certain (which may be 60, 120, 180 or 240 months, as selected by the
annuitant), payments will be continued during the remainder of the
period-certain to the properly designated beneficiary.

Other forms of annuity may be available under the Contracts. The
retirement arrangement under which the Participant is covered may
restrict the forms of annuity that a Participant may elect.

If the dollar amount of the first monthly payment to a beneficiary is
less than the minimum amount specified in the Contract, or if the
beneficiary is other than a natural person receiving payments in his own
right, Prudential may elect to pay the commuted value of the unpaid
payments-certain in one sum.

3. PURCHASING THE ANNUITY

No deferred sales charge is deducted from contributions withdrawn to
purchase an annuity. If, as a result of a withdrawal to purchase an
annuity, all of the Participant's Accumulation Accounts under the Program
are reduced to zero, the full annual account charge is deducted, unless
the annuity becomes effective on January 1 of any year. The resulting
amount, less any applicable taxes on annuity considerations, is applied
to the appropriate annuity purchase rate determined in accordance with
the schedule in the Contract at the time the annuity is purchased.
However, Prudential may determine monthly payments from schedules of
annuity purchase rates providing for larger payments than the rates shown
in the Contract.

The schedule of annuity purchase rates in a Contract is guaranteed by
Prudential for ten years from the date the Contract is issued. If at any
time after a Contract has been in effect for ten years, the schedule of
annuity purchase rates is modified, the modification is also guaranteed
for ten years. A change in the schedule of annuity purchase rates used
for an annuity-certain with 180 payments or less, as described in Option
2, will apply only to amounts added to a Participant's Accumulation
Account after the date of change. A change in any other schedule will
apply to all amounts in a Participant's Accumulation Account.

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ASSIGNMENT

Unless contrary to applicable law, the right to any payment under the Contract
is neither assignable nor subject to the claim of any creditor.

CHANGES IN THE CONTRACTS

The Non-Qualified Contract provides that annuity purchase rates may be changed
every five years. Furthermore, each Contract provides that after it has been in
effect for two years Prudential may change the annual account charge and the
table of deferred sales charges. Any change in the table of deferred sales
charges generally will apply only to the withdrawal of those contributions made
on or after the date the change takes effect. For this purpose, contributions
shall be deemed to be withdrawn on a first-in, first-out basis.

Each Contract also provides that after it has been in effect for five years
Prudential may change the deduction from assets of VCA-10, VCA-11 or any
Subaccount of VCA-24 for administrative expenses, the terms and conditions under
which a deferred sales charge is made, the minimum amount of any contribution to
VCA-10, VCA-11 or any Subaccount of VCA-24 that is made other than on a regular,
periodic basis and the terms and amount of any transfer or withdrawal, provided,
however, that any such change must be permissible under the provisions of the
1940 Act. The changes described in this paragraph will apply to all amounts in
Participants' Accumulation Accounts, whether credited before or after the change
is made.

The changes discussed in the preceding two paragraphs may not become effective
earlier than 90 days after notice of them has been sent to the Contract-holder
and to each person to whom the change applies who has an Accumulation Account
under the Contract, other than persons covered by a Contract used in connection
with deferred compensation plans under Section 457 of the Code and persons
covered by a Contract used in connection with non-qualified annuity
arrangements.

A Contract may be changed at any time by agreement between Prudential and the
Contract-holder; however, no change may be made that adversely affects rights
with respect to annuities purchased before the effective date of the change,
unless the consent of each affected annuitant is obtained.

Prudential reserves the right to substitute the shares of any other registered
investment company for the shares of the Fund held in any of the Subaccounts of
VCA-24. Current law requires approval by the Securities and Exchange Commission
and notification to the holders of the Contracts of any such substitution.
Prudential also reserves the right to operate VCA-24 as a different form of
registered investment company or as an unregistered entity, to transfer the
Contracts to a different separate account, or to discontinue any of the
Subaccounts of the Account, all to the extent permitted by applicable law.
Prudential may also amend any Contract to the extent necessary to comply with
any applicable law or regulation.

REPORTS

Participants will be sent, at least annually, reports showing as of a specified
date the number of Units credited to them in VCA-10, VCA-11 and in the
Subaccounts of VCA-24. Each Participant will also be sent semi-annual reports
showing the financial condition of the Accounts and the Subaccounts with their
corresponding Fund Portfolios, and the investments held in each.

PERFORMANCE INFORMATION

Performance information for VCA-10, VCA-11, and the Subaccounts of VCA-24 may
appear in advertising and reports to current and prospective Contract-holders
and Participants. Performance information is based on historical investment
experience of those investment options and does not indicate or represent future
performance.

Total returns are based on the overall dollar or percentage change in value of a
hypothetical investment. Total return quotations reflect changes in unit values
and the deduction of applicable charges.

A cumulative total return reflects performance over a stated period of time. An
average annual total return reflects the hypothetical annually compounded return
that would have produced the same cumulative total return if the performance had
been constant over the entire period.

VCA-11 may also advertise its current and effective yield. Current yield
reflects the income generated by an investment in VCA-11 over a specified
seven-day period. Effective yield is calculated in a similar manner except that
income earned is assumed to be reinvested.

Comparative performance information may from time to time be included in reports
or advertising, including, but not limited to, data from Morningstar, Inc.,
Lipper Analytical Services, Inc., the Standard & Poor's 500 Composite Price
Index, Lehman Brothers indices and other commonly used indices or industry
publications.

See "Performance Information" in the Statement of Additional Information for
recent performance information.

PARTICIPATION IN DIVISIBLE SURPLUS

A mutual life insurance company differs from a stock life insurance company in
that it has no stockholders who are the owners of the enterprise. Accordingly, a
Contract-holder of Prudential participates in the divisible surplus of
Prudential, according to the annual determination of Prudential's Board of
Directors as to the portion, if any, of the divisible surplus which has accrued
on the Contract. In the case of the Contracts described in this Prospectus, any
surplus determined to be payable as a dividend is credited to Participants. No
assurance can be given as to the amount of divisible

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surplus, if any, that will be available for distribution under these Contracts
in the future. There were no payments of divisible surplus made under the
Contracts in 1995, 1994 or 1993.

FEDERAL TAX STATUS

The following discussion is general in nature. It is not intended as tax advice.
Nor does it consider any applicable state or other tax laws. A qualified tax
adviser should be consulted for complete information and advice.

TAXES ON PRUDENTIAL. The Accounts are not considered separate taxpayers for
purposes of the Internal Revenue Code. As distinguished from most other
registered investment companies--which are separate taxpayers-- the earnings of
the Accounts (and Subaccounts) are taxed as part of the income of Prudential. No
charge is being made currently to the Accounts or the Subaccounts for company
federal income taxes. Prudential will review periodically the question of a
charge to the Account or Subaccounts for company federal income taxes
attributable to the Contracts. Such a charge may be made in future years for any
federal income taxes attributable to the Contracts.

QUALIFIED RETIREMENT ARRANGEMENTS USING THE CONTRACTS. The Contracts may be used
in connection with qualified pension and profit sharing plans, plans established
by self-employed persons ("Keogh plans"), simplified employee pension plans
("SEPS"), individual retirement plan accounts ("IRAs"), and retirement programs
for certain persons known as Section 403(b) annuity plans.

The provisions of the Code that apply to the retirement arrangements that may be
funded by the Contracts are complex and Participants are advised to consult a
qualified tax adviser. In general, however, assuming that the requirements and
limitations of the provisions of the Code applicable to the particular type of
plan are adhered to by Participants and employers, contributions made under a
retirement arrangement funded by a Contract are deductible (or not includible in
income) up to certain amounts each year. Further, under the retirement programs
with which the Contracts may be used, Federal income tax currently is not
imposed upon the investment income and realized gains earned by the Accounts and
Subaccounts in which the contributions have been invested until a distribution
or withdrawal is received. When a distribution or withdrawal is received, either
as a lump sum, an annuity or as regular payments in accordance with a systematic
withdrawal arrangement, all or a portion of the distribution or withdrawal is
normally taxable as ordinary income. In some cases, the tax on lump sum
distributions may be limited by a special income-averaging rule. The effect of
Federal income taxation depends largely upon the type of retirement plan and a
generalized description, beyond that given here, is not particularly useful.
Careful review of the provisions of the Code applicable to the particular type
of plan is necessary.

As noted above, withdrawals or distributions are taxable. Furthermore, premature
distributions or withdrawals may be subject to a penalty tax. Participants
contemplating a withdrawal should consult a qualified tax adviser. In addition,
Federal tax laws impose restrictions on withdrawals from Section 403(b)
annuities. See "Withdrawal (Redemption) of Contributions," pages 21-22.
Distributions are subject to certain minimum distribution requirements.

The Contracts may be used in connection with deferred compensation plans that
meet the requirements of Section 457 of the Code. The tax rules for such plans
involve, among other things, limitations on contributions and minimum
distribution requirements. Tax-exempt organizations or governmental employers
considering the use of the Contracts to fund or otherwise provide deferred
compensation to their employees should consult with a qualified tax adviser
concerning the applicability of Section 457 to their plans as well as the
specific requirements. Reference is also made to the discussion below of Section
72(u) of the Code which may be applicable in certain circumstances.

Subject to the exceptions discussed below with respect to Section 403(b) annuity
plans and certain governmental or church plans, distributions from IRAs,
qualified retirement arrangements and deferred compensation plans that meet the
requirements of Section 457 of the Code must begin by April 1 of the calendar
year following the year in which the Participant attains age 70 1/2 (the
"Required Beginning Date"). Distributions from a Section 403(b) annuity plan
attributable to benefits accruing after December 31, 1986 must begin by the
Required Beginning Date. The Required Beginning Date for distributions from a
governmental or church plan is the later of April 1 of the calendar year after
the calendar year in which the Participant attains age 70 1/2 or the calendar
year in which the Participant retires. In general, distributions that are made
after the Required Beginning Date must be made in the form of an annuity for the
life of the Participant or the lives of the Participant and his designated
beneficiary, or over a period that is not longer than the life expectancy of the
Participant or the life expectancies of the Participant and his designated
beneficiary.

Distributions to beneficiaries are also subject to minimum distribution rules.
If a Participant dies before his entire interest in his Accumulation Account(s)
has been distributed, his remaining interest must be distributed at least as
rapidly as under the method of distribution being used as of the date of death.
If the Participant dies before distributions have begun (or are treated as
having begun) the entire interest in his Accumulation Accounts must be
distributed by December 31 of the calendar year containing the fifth anniversary
of the Participant's death. Alternatively, if there is a designated beneficiary,
the designated beneficiary may elect to receive payments beginning no later than
December 31 of the calendar year immediately following the year in

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which the Participant dies and continuing for the beneficiary's life or a period
not exceeding the beneficiary's life expectancy (except that with respect to
distributions from a deferred compensation plan subject to Section 457 of the
Code, such period cannot exceed 15 years). Special rules apply to the spouse of
a deceased Participant.

In addition to the above rules, with respect to a deferred compensation plan
subject to Section 457 of the Code, any distribution that is payable over a
period of more than one year can only be made in substantially non-increasing
amounts no less frequently than annually.

An excise tax applies to Participants or beneficiaries who fail to take the
minimum distribution in any calendar year.

NON-QUALIFIED ARRANGEMENTS USING THE CONTRACTS. The Contracts constitute
variable annuity contracts. Accordingly, no tax should be payable by a
Participant as a result of any increase in the value of his share of the
investment income and realized gain earned by the Account or Subaccount in which
his accumulated premium payments are held. Generally, amounts are taxed when
received, either as an annuity or as a withdrawal before the annuity starting
date. For these purposes, loans against the Contracts or the pledging of the
Contracts are treated as withdrawals.

Amounts withdrawn before the annuity starting date are treated for tax purposes
first as being withdrawals of investment income, rather than withdrawals of
premium payments, until all investment income earned by a Participant's Account
or Subaccount has been withdrawn. Thus, a Participant will be taxed on the
amount he withdraws before he starts receiving annuity payments to the extent
that the cash value of his Contract, unreduced by the withdrawal charge, exceeds
his premium payments.

In addition to the ordinary income tax, the Code further provides that premature
withdrawals that are includible in income will be subject to a penalty tax. The
amount of the penalty is 10 percent of the amount withdrawn that is includable
in income. Some withdrawals will be exempt from the penalty. These include
withdrawals (1) made on or after the date on which the Participant reaches age
59 1/2, (2) made on or after the death of the Participant, (3) attributable to
the Participant becoming disabled (as defined in Code Section 72(m)), (4) in the
form of level annuity payments under a lifetime annuity, or (5) in the form of
substantially equal periodic payments (made at least annually) for the life
expectancy of the Participant or the joint life expectancies of the Participant
and his designated beneficiary.

Different tax rules apply to the receipt of annuity payments or regular payments
in accordance with a systematic withdrawal arrangement by a Participant after
the annuity starting date. A portion of each payment he receives under a
Contract will be treated as a partial return of his post-tax premium payments,
if any, and will not be taxable. The remaining portion of the payment will be
taxed as ordinary income. Exactly how each payment is divided into taxable and
nontaxable portions depends upon (i) the period over which annuity payments are
expected to be received, which in turn is governed by the form of annuity
selected and, where a lifetime annuity is chosen, by the life expectancy of the
annuitant, payee or, in the case of a joint and survivor life annuity, payees,
or (ii) whether you elect to have regular payments made in accordance with a
systematic withdrawal plan over a fixed period of time or in fixed dollar
amounts. Once a Participant has recovered all his premium payments, the balance
of the annuity payments will be fully taxable.

Certain minimum distribution requirements apply in the case where the
Participant dies before the entire interest in his annuity has been distributed.
Further, certain transfers of an annuity for less than full compensation, E.G.,
certain gifts, will trigger tax on the gain in the Contract.

Special rules under section 72(u) of the Code apply to the Contracts if held by
a person who is not a natural person and if not covered by one of several
exceptions. Under these rules, if a Contract is held by a corporation,
partnership, trust or similar nonnatural person, the income on the Contract each
year is treated as ordinary income received or accrued that year by the owner of
the Contract. Income on the contract is the excess of the sum of the net
surrender value of the Contract at the end of the taxable year plus any amounts
distributed for all years over the aggregate amount of premiums paid under the
Contract minus premiums paid and amounts received under the Contract that have
been included in income. Exceptions to these rules include contracts held by a
nonnatural person as an agent for a natural person, contracts acquired by an
estate by reason of the death of the decedent, contracts held under a qualified
pension or profit sharing plan, a Section 403(b) annuity plan or individual
retirement plan (see discussion above) or contracts which provide for immediate
annuities.

WITHHOLDING. Generally, under a nonqualified annuity arrangement, or individual
retirement account or individual retirement annuity, unless a Participant elects
to the contrary, any amounts that are received under his Contract that
Prudential reasonably believes are includable in gross income tax for tax
purposes will be subject to withholding to meet Federal income tax obligations.
In the absence of an election by a Participant that Prudential should not do so,
it will withhold from every withdrawal or annuity payment the appropriate
percentage of the amount of the payment that Prudential reasonably believes is
subject to withholding. In addition, certain distributions from qualified plans
under Section 401 or Section 403(b) of the Code, which are not directly rolled
over or transferred to another eligible

32
<PAGE>
qualified plan, are subject to a mandatory 20% withholding for federal income
tax. The 20% withholding requirement does not apply to: (a) distributions for
the life or life expectancy of the participant, or joint and last survivor
expectancy of the participant and a designated beneficiary; or (b) distributions
for a specified period of ten years or more; or (c) distributions which are
required as minimum distributions. Accordingly, a Participant would be
well-advised to check the Contract-holder's retirement arrangement and consult
with appropriate tax advisers regarding the current state of the law before
making a withdrawal. Prudential will provide forms and instructions concerning
withholding. However, amounts that are received under a Contract used in
connection with a plan that is subject to Section 457 of the Code are treated as
wages for Federal income tax purposes and are, thus, subject to general
withholding requirements.

VOTING RIGHTS

Except for Participants and beneficiaries under Contracts used in connection
with certain non-qualified annuity arrangements and deferred compensation plans
established under Section 457 of the Internal Revenue Code, each person who has
an Accumulation Account in VCA-10 or VCA-11, as the case may be, has the right
to vote at meetings of Participants in that Account, and Prudential will vote
the shares of the Fund that it holds in any Subaccount of VCA-24 in the manner
directed by persons who have Accumulation Accounts in that Subaccount. Holders
of Contracts used in connection with Section 457 plans also have the right to
vote at meetings of Participants of VCA-10 and VCA-11, and Prudential will vote
Fund shares held in VCA-24 Subaccounts under such Contracts in the manner
directed by the Contract-holders, to the extent that those Contracts are funded
through the particular Account or Subaccount.

Persons having voting rights with respect to VCA-10 and VCA-11 are entitled to
vote in connection with the election of the members of an Account's Committee.
Committee members are not elected annually. Beginning in September 1988, all
Committee members elected by persons having voting rights are elected for
indefinite terms. Vacancies may be filled by a majority vote of all the
remaining Committee members, provided that immediately after filling any such
vacancy, at least two-thirds of the members then holding office shall have been
elected by persons having voting rights. Members elected by a Committee, rather
than by persons having voting rights, only hold their positions until the next
meeting of persons having voting rights in respect to such Account. At that next
meeting, persons with voting rights fill the vacancy by electing a member for an
indefinite term.

Persons having VCA-10 and VCA-11 voting rights are also entitled to vote in
connection with the selection by the Committee of an independent public
accountant for the Account. However, such matter is not required to be submitted
annually. The Committee is only required to submit the selection of the
accountant for ratification or rejection if the Committee selects an accountant
other than the one whose selection was most recently ratified by persons having
voting rights.

In addition, persons having VCA-10 and VCA-11 voting rights are entitled to vote
in connection with:

a. any amendments of the investment management agreement between Prudential
and the Account and any such new agreements negotiated by the Committee;

b. any changes in the fundamental investment policies of the Account; and

c. any other matter requiring a vote of VCA-10 and VCA-11 Participants.

Instructions to Prudential for the voting of Fund shares will involve the
following matters: (1) election of the Board of Directors of the Fund; (2)
ratification of the independent accountant for the Fund; (3) approval of the
investment advisory agreement for the Fund; (4) any change in the fundamental
investment policy of a Portfolio in which assets of a Subaccount of VCA-24 are
invested; and (5) any other matter requiring a vote of the shareholders of the
Fund. With respect to approval of the investment advisory agreement or any
change in a Portfolio's fundamental investment policy, Participants with
Accumulation Accounts in a Subaccount the assets of which are invested in such
Portfolio will vote with other holders of shares in such Portfolio on the
matter, pursuant to the requirements of Rule 18f-2 under the 1940 Act.

The number of votes which a person may cast at meetings of Participants in
VCA-10 or VCA-11 is equal to the number of dollars in the Account and fractions
thereof credited to him, or, in the case of holders of Contracts used in
connection with deferred compensation plans under Section 457 of the Code, the
number of dollars and fractions thereof that are credited to the Participants
under that contract, as of the record date.

Prudential is entitled to vote the number of votes and fractions thereof equal
to the number of dollars and fractions thereof of its own funds invested in
either VCA-10 or VCA-11 as of the record date. Prudential will cast its votes in
the same proportions as all other votes represented at the meeting, in person or
by proxy.

Meetings of Participants are not required to be held annually. The Rules and
Regulations of both VCA-10 and VCA-11 provide that meetings of persons having
voting rights may be called by a majority of the Committee. An Account's
Committee is required to call a meeting of persons having voting rights in the
event that at any time less than a majority of the members of such Committee
holding office at that time were elected by persons having voting rights. Such
meeting must be held within 60 days unless the Securities and Exchange

33
<PAGE>

Commission by order extends such period. In addition, the Committee is required
to call meetings of persons with voting rights in order to submit for a vote
matters on which such persons are entitled to vote (as listed above).

For the purpose of determining the persons having voting rights in respect of an
Account who are entitled to notice of and to vote at such meetings, the
Committee may fix, in advance, a record date which shall not be more than 70 nor
less than 10 days before the date of the meeting.

Votes may be cast either in person or by proxy. Persons entitled to vote will
receive all proxy materials.

Each person having an Accumulation Account in a Subaccount of VCA-24 may give
voting instructions to Prudential equal to the number of Fund shares represented
by the Subaccount Units in his Accumulation Account. Prudential will vote the
shares of the Fund that are attributable to assets of its own that it maintains
in the Subaccount, or to any shares as to which it has not received
instructions, in the same manner and proportion as the shares for which it has
received instructions.

The number of votes for which each person may give Prudential instructions will
be determined as of the record date for Fund shareholders chosen by the Board of
Directors of the Fund. Prudential will furnish Participants with proper forms
and proxies to enable them to give it these instructions.

As defined by the 1940 Act and as referred to elsewhere in this Prospectus, a
majority vote of persons having voting rights in respect of VCA-10, VCA-11 or
the Fund means (a) 67% or more of the votes of such persons present at a meeting
if more than 50% of all votes entitled to be cast are held by persons present in
person or represented by proxy at such meeting, or (b) more than 50% of all
votes entitled to be cast, whichever is less.

OTHER CONTRACTS ON A
VARIABLE BASIS

In addition to the Contracts, Prudential currently issues other forms of
contracts on a variable basis. At present, contributions under such other
contracts are not held in VCA-10, VCA-11 or any Subaccount of VCA-24 but are
held in other separate accounts.

STATE REGULATION

Prudential is subject to regulation by the Department of Insurance of the State
of New Jersey as well as by the insurance departments of all the other states
and jurisdictions in which it does business. Prudential must file an annual
statement in a form promulgated by the National Association of Insurance
Commissioners. This annual statement is reviewed and analyzed by the New Jersey
Department, which makes an independent computation of Prudential's legal reserve
liabilities and statutory apportionments under its outstanding contracts. New
Jersey law requires a quinquennial examination of Prudential to be made.
Examination involves extensive audit including, but not limited to, an inventory
check of assets, sampling techniques to check the performance by Prudential of
its contracts and an examination of the manner in which divisible surplus has
been apportioned and distributed to policyholders and contract-holders. This
regulation does not involve any supervision or control over the investment
policies of either Account or over the selection of investments for them, except
for verification of the compliance of Prudential's investment portfolio with New
Jersey law. See "Investment restrictions imposed by state law," in the Statement
of Additional Information.

The laws of New Jersey also contain special provisions which relate to the
issuance and regulation of contracts on a variable basis. These laws set forth a
number of mandatory provisions which must be included in contracts on a variable
basis and prohibit such contracts from containing other specified provisions. No
variable contract may be issued for delivery in New Jersey prior to the written
acknowledgement by the Department of Insurance of its filing. The Department may
initially disapprove or subsequently withdraw approval of any contract if it
contains provisions which are "unjust, unfair, inequitable, ambiguous,
misleading, likely to result in misrepresentation or contrary to law." Approval
can also be withheld or withdrawn if sales are solicited by communications which
involve misleading or inadequate descriptions of the provisions of the contract.

In addition to the annual statement referred to above, Prudential is required to
file with New Jersey and other states a separate statement with respect to the
operations of all its variable contracts accounts, in a form promulgated by the
National Association of Insurance Commissioners.

LEGAL PROCEEDINGS

Prudential is engaged in routine litigation of various kinds which in its
judgment is not of material importance in relation to its total assets.

There is no litigation pending the outcome of which might have a material effect
on the operations of VCA-10, VCA-11, VCA-24 or the Fund.

34
<PAGE>
ADDITIONAL INFORMATION

Registration statements under the Securities Act of 1933 have been filed with
the Securities and Exchange Commission with respect to the Contracts. This
Prospectus does not contain all the information set forth in the registration
statements, certain portions of which have been omitted pursuant to the rules
and regulations of the Commission. The omitted information may be obtained from
the Commission's principal office in Washington, D.C. upon payment of the fees
prescribed by the Commission.

For further information, you may also contact Prudential's office, the address
and telephone number of which are set forth on the cover of this Prospectus.

A copy of the Statement of Additional Information prepared by Prudential, which
provides more detailed information about the Contracts, may be obtained without
charge by calling Prudential at the number set forth on the cover of this
Prospectus. The Statement includes:

TABLE OF CONTENTS--STATEMENT OF ADDITIONAL INFORMATION

PAGE
INVESTMENT MANAGEMENT AND ADMINISTRATION OF VCA-10, VCA-11 AND VCA-24........ 2
Investment restrictions adopted by VCA-10 and VCA-11....................... 3
Investment restrictions imposed by state law............................... 4
Loans of portfolio securities.............................................. 4
Portfolio turnover rate.................................................... 5
Portfolio brokerage and related practices.................................. 5
Custody of securities...................................................... 6
Options and Futures........................................................ 6
Performance Information.................................................... 10

THE VCA-10 AND VCA-11 COMMITTEES............................................. 12
VCA-10 Committee........................................................... 12
VCA-11 Committee........................................................... 12
Remuneration of Members of the Committees and Certain Affiliated Persons... 13

DIRECTORS AND OFFICERS OF PRUDENTIAL......................................... 14
SALE OF THE CONTRACTS........................................................ 17
EXPERTS...................................................................... 17
FINANCIAL STATEMENTS OF VCA-10............................................... 18

FINANCIAL STATEMENTS OF VCA-11............................................... 27

FINANCIAL STATEMENTS OF VCA-24............................................... 35

FINANCIAL STATEMENTS OF THE PRUDENTIAL....................................... 42

35
<PAGE>
APPENDIX

Some of the terms used in this Prospectus to describe the investment objective
and policies of VCA-11 are further explained below.

The term "money market" refers to the marketplace composed of the financial
institutions which handle the purchase and sale of liquid, short-term,
high-grade debt instruments. The money market is not a single entity, but
consists of numerous separate markets, each of which deals in a different type
of short-term debt instrument. These include U.S. government obligations,
commercial paper, certificates of deposit and bankers' acceptances, which are
generally referred to as money market instruments.

"U.S. Government obligations" are debt securities (including bills, certificates
of indebtedness, notes, and bonds) issued by the U.S. Treasury or issued by an
agency or instrumentality of the U.S. government which is established under the
authority of an act of Congress. Such agencies or instrumentalities include, but
are not limited to, the Federal National Mortgage Association, the Federal Farm
Credit Bank, and the Federal Home Loan Bank. Although all obligations of
agencies and instrumentalities are not direct obligations of the U.S. Treasury,
payment of the interest and principal on these obligations is generally backed
directly or indirectly by the U.S. government. This support can range from the
backing of the full faith and credit of the United States, to U.S. Treasury
guarantees, or to the backing solely of the issuing instrumentality itself.

"Bank obligations" include (1) "Certificates of deposit" which are certificates
evidencing the indebtedness of a commercial bank to repay funds deposited with
it for a definite period of time (usually from 14 days to one year); (2)
"Bankers' acceptances" which are credit instruments evidencing the obligation of
a bank to pay a draft which has been drawn on it by a customer. These
instruments reflect the obligation both of the bank and of the drawer to pay the
face amount of the instrument upon maturity; and (3) "Time deposits" which are
non-negotiable deposits in a bank for a fixed period of time.

"Commercial paper" consists of short-term (usually from 1 to 270 days) unsecured
promissory notes issued to finance current operations. Commercial paper ratings
are as follows:

A Prime rating is the highest commercial paper rating assigned by Moody's
Investors Service, Inc. ("Moody's"). Issuers rated Prime are further referred to
by use of numbers 1, 2 and 3 to denote relative strength within this highest
classification. Among the factors considered by Moody's in assigning ratings are
the following: (1) evaluation of the management of the issuer; (2) economic
evaluation of the issuer's industry or industries and an appraisal of
speculative type risks which may be inherent in certain areas; (3) evaluation of
the issuer's products in relation to competition and customer acceptance; (4)
liquidity; (5) amount and quality of long-term debt; (6) trend of earnings over
a period of ten years; (7) financial strength of a parent company and the
relationships which exist with the issuer; and (8) recognition by management of
obligations which may be present or may arise as a result of public interest
questions and preparations to meet such obligations.

Commercial paper rated A by Standard & Poor's Corporation ("S&P") has the
following characteristics as determined by S&P: Liquidity ratios are better than
the industry average; long-term senior debt rating is A or better (in some
cases, BBB credits may be acceptable); the issuer has access to at least two
additional channels of borrowing and basic earnings and cash flow have an upward
trend with allowances made for unusual circumstances. Typically, the issuer's
industry is well established, the issuer has a strong position within its
industry and the reliability and quality of management is unquestioned. Issuers
rated A are further referred to by use of numbers 1, 2 and 3 to denote relative
strength within this highest classification.

"Other corporate obligations" are bonds and notes, loan participations and other
debt obligations created by corporations, banks and other business
organizations, including business trusts. Corporate bond ratings are as follows:

Bonds rated Aa by Moody's are judged by Moody's to be of high quality by all
standards. Together with bonds rated Aaa (Moody's highest rating), they comprise
what are generally known as high-grade bonds. They are rated lower than the best
bond because margins of protection may not be as large as 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 in Aaa securities.

Bonds rated AA by S&P are judged by S&P to be high-grade obligations and, in the
majority of instances, to differ only in small degree from issues rated AAA.
Bonds rated AAA are considered by S&P to be highest grade obligations and
possess the ultimate degree of protection as to principal and interest. As with
AAA bonds, prices of AA bonds move with the long-term money market.

An "NRSRO" is any nationally recognized statistical rating organization
designated by the SEC staff, including Moody's and S&P.

An "eligible security" is either (i) a short-term security that is rated, or has
been issued by an issuer that is rated with respect to comparable securities, in
one of the two highest rating categories for such securities or issuers by two
NRSROs (or by only one NRSRO if it is the only NRSRO that has rated such
security or issuer), or (ii) an unrated short-term security of comparable
quality as determined by the VCA-11 Committee.

36
<PAGE>
A "first tier" security is either (i) an "eligible security" that is rated, or
has been issued by an issuer that is rated with respect to comparable
securities, in the highest rating category for such securities or issuers by two
NRSROs (or by only one NRSRO if it is the only NRSRO that has rated such
security or issuer), or (ii) is an unrated short-term security of comparable
quality as determined by the VCA-11 Committee.

A "second tier" security is any "eligible security" other than a "first tier"
security.

37
<PAGE>

The Prudential Insurance Company of America BULK RATE
c/o Prudential Defined Contribution Services U.S. POSTAGE
Moosic, Pennsylvania 18507-1789 PAID
PERMIT No. 2145
Newark, N.J.
ADDRESS CORRECTION REQUESTED
FORWARDING AND
RETURN POSTAGE GUARANTEED

GIA-431 ED. 5/96

<PAGE>

Please
place
correct
postage
here

The Prudential Insurance Company of America
c/o Prudential Defined Contribution Services
30 Scranton Office Park
Moosic, Pennsylvania 18507-1789
Attention: Defined Contributions Marketing

<PAGE>
A "Statement of Additional
Information" about the
Contracts has been filed with
the Securities and Exchange
Commission. A copy of this
Statement is available
without charge.
To receive additional
information about the
MEDLEY Program fill in
your name and address on
this card, tear it off, affix the
proper postage, and mail it
to us.

YOU MUST DETACH BEFORE MAILING

Please send me the "Statement of Additional Information"
describing The Prudential's Group Variable Contracts.
Name ___________________________________________________________________________
Address ________________________________________________________________________
________________________________________________________________________
City ___________________________________________________________________________
State ___________________________ Zip Code _____________________________________

PLEASE PRINT -- will be used as mailing label!
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION

MAY 1, 1996

GROUP VARIABLE CONTRACTS
ISSUED THROUGH

THE PRUDENTIAL THE PRUDENTIAL
VARIABLE CONTRACT ACCOUNT-10 VARIABLE CONTRACT ACCOUNT-11
THE PRUDENTIAL
VARIABLE CONTRACT ACCOUNT-24

These Contracts are designed for use in connection with retirement arrangements
that qualify for federal tax benefits under Sections 401, 403(b), 408 or 457 of
the Internal Revenue Code of 1986 and with non-qualified annuity arrangements.
Contributions made on behalf of Participants may be invested in The Prudential
Variable Contract Account-10, a separate account primarily invested in common
stocks, in The Prudential Variable Contract Account-11, a separate account
invested in money market instruments, or in one or more of the seven Subaccounts
of The Prudential Variable Contract Account-24. Each Subaccount is invested in a
corresponding Portfolio of The Prudential Series Fund, Inc.
-------------------

This Statement of Additional Information is not a prospectus and should be read
in conjunction with the Prospectus, dated May 1, 1996, which is available
without charge upon written request to The Prudential Insurance Company of
America, c/o Prudential Defined Contribution Services, 30 Scranton Office Park,
Moosic, PA 18507-1789, or by telephoning 1-800-458-6333.

TABLE OF CONTENTS
PAGE
INVESTMENT MANAGEMENT AND ADMINISTRATION OF VCA-10, VCA-11 AND VCA-24........ 2
Investment restrictions adopted by VCA-10 and VCA-11....................... 3
Investment restrictions imposed by state law............................... 4
Loans of portfolio securities.............................................. 4
Portfolio turnover rate.................................................... 5
Portfolio brokerage and related practices.................................. 5
Custody of securities...................................................... 6
Options and Futures........................................................ 6
PERFORMANCE INFORMATION...................................................... 10

FINANCIAL STATEMENTS OF VCA-24............................................... 35

FINANCIAL STATEMENTS OF THE PRUDENTIAL....................................... 42

The Prudential Insurance Company of
America
c/o Prudential Defined Contribution
Services
30 Scranton Office Park
Moosic, PA 18507-1789
Telephone 1-800-458-6333

- ---------------------
- --------------------------------------------------------------------------------
<PAGE>
INVESTMENT MANAGEMENT
AND ADMINISTRATION OF
VCA-10, VCA-11 AND VCA-24

Prudential acts as investment manager for The Prudential Variable Contract
Account-10 ("VCA-10") and The Prudential Variable Contract Account-11 ("VCA-11")
under separate investment management agreements with each of them. Each
Account's assets are invested and reinvested in accordance with its investment
objective and policies, subject to the general supervision and authorization of
the Account's Committee.

The assets of each Subaccount of VCA-24 are invested in a corresponding
portfolio of The Prudential Series Fund, Inc. (the "Fund"). The Prospectus and
the Statement of Additional Information of the Fund describe the investment
management and administration of the Fund and its various portfolios.

Subject to Prudential's supervision, all of the investment management services
provided by Prudential are furnished by its wholly-owned subsidiary, The
Prudential Investment Corporation ("PIC"), pursuant to the service agreement
between Prudential and PIC (the "Service Agreement") which provides that
Prudential will reimburse PIC for its costs and expenses. PIC is registered as
an investment adviser under the Investment Advisers Act of 1940.

Prudential continues to have responsibility for all investment advisory services
under its advisory or subadvisory agreements with respect to its clients.
Prudential's investment management agreement with each of VCA-10 and VCA-11 was
most recently renewed by unanimous vote of the Committees on November 10, 1995
and by the Participants in each Account on September 8, 1983. The Service
Agreement was submitted to and approved by Participants in VCA-10 and VCA-11 on
November 4, 1985 and its annual continuation was most recently approved by
unanimous vote of the
VCA-10 and VCA-11 Committees on November 10, 1995. Each Account's investment
management agreement and the Service Agreement will continue in effect as long
as approved at least once a year by a majority of the non-interested members of
the Account's Committee and either by a majority of each entire Committee or by
a majority vote of persons entitled to vote in respect of the Account. An
Account's investment management agreement will terminate automatically in the
event of assignment, and may be terminated without penalty on 60 days' notice by
the Account's Committee or by the majority vote of persons having voting rights
in respect of the Account, or on 90 days' notice by Prudential.

The Service Agreement will continue in effect as to each Account for a period of
more than two years from its execution only so long as such continuance is
specifically approved at least annually in the same manner as the Agreements for
Investment Management Services between Prudential and the Accounts. The Service
Agreement may be terminated by either party upon not less than thirty days'
prior written notice to the other party, will terminate automatically in the
event of its assignment and will terminate automatically as to an Account in the
event of the assignment or termination of the Agreement for Investment
Management Services between Prudential and the Account. Prudential is not
relieved of its responsibility for all investment advisory services under the
Agreement for Investment Management Services between Prudential and the
Accounts. The Service Agreement provides for Prudential to reimburse PIC for its
costs and expenses incurred in furnishing investment advisory services. For the
meaning of a majority vote of persons having voting rights with respect to an
Account, see "Voting Rights," page 33 of the Prospectus.

Prudential is responsible for the administrative and
recordkeeping functions of VCA-10, VCA-11 and VCA-24 and pays the expenses
associated with them. These functions include enrolling Participants, receiving
and
allocating contributions, maintaining Participants' Accumulation Accounts,
preparing and distributing confirmations, statements, and reports. The
administrative and recordkeeping expenses borne by Prudential include salaries,
rent, postage, telephone, travel, legal, actuarial and accounting fees, office
equipment, stationery and maintenance of computer and other systems. Prudential
has entered into a service agreement with its indirect wholly-owned subsidiary,
The Prudential Asset Management Company, Inc., (PAMCO) which provides that PAMCO
may furnish certain administrative and recordkeeping services in connection with
Prudential's obligations under the Contracts and provides that Prudential will
reimburse PAMCO for its costs and expenses. Prudential is reimbursed for these
administrative and recordkeeping expenses by the annual account charge and the
daily charge against the assets of each Account and Subaccount for
administrative expenses.

A daily charge is made which is equal to an effective annual rate of 0.75% of
the net value of the assets in each Subaccount of VCA-24. All of this charge is
for administrative expenses not covered by the annual account charge. During
1995, 1994, and 1993, Prudential received $4,741,003, $3,535,163, and
$2,451,437, respectively, in daily charges for VCA-24.

There is also an annual account charge for administrative expenses of not
greater than $20 assessed against

2
<PAGE>

a Participant's Accumulation Account. During 1995, 1994, and 1993, Prudential
collected $78,996, $69,867, and $49,223, respectively, from VCA-10 and $40,200,
$34,832, and $35,335, respectively, from VCA-11 in annual account charges.
During 1995, 1994, and 1993, Prudential collected $147,713, $139,359, and
$95,961, respectively in annual account charges from VCA-24.

A deferred sales charge is also imposed on certain withdrawals from the Accounts
and Subaccounts. The deferred sales charges imposed on withdrawals from
VCA-10 during 1995, 1994, and 1993, were $146,870, $24,016, and $17,485,
respectively. The deferred sales charges imposed on VCA-11 withdrawals during
1995, 1994, and 1993, were $17,399, $16,777, and $10,159, respectively. During
1995, 1994, and 1993 the deferred sales charges imposed on withdrawals from
VCA-24 were $151,147, $62,145, and $46,085, respectively.

INVESTMENT RESTRICTIONS ADOPTED BY VCA-10 AND
VCA-11

The following investment restrictions are fundamental investment policies and
may not be changed without the approval of a majority vote of persons having
voting rights in respect of the Account.

Neither of the Accounts will:

1. Buy or sell real estate, mortgages, commodities or commodity contracts,
except that (a) VCA-10 may buy and sell shares of real estate investment
trusts listed on stock exchanges or reported on the National Association
of Securities Dealers, Inc. automated quotation system ("NASDAQ"); and
(b) VCA-10 may purchase and sell stock index futures contracts and
related options.

2. Buy or sell the securities of other investment companies.

3. Acquire securities for the purpose of exercising control or management of
any company.

4. Make short sales of securities or maintain a short position, except that
VCA-10 may make short sales against the box. Collateral arrangements
entered into by VCA-10 with respect to futures contracts and related
options and the writing of options on equity securities and stock indices
are not deemed to be short sales.

5. Purchase securities on margin, issue senior securities or otherwise
borrow money, except that either Account, in accordance with its
investment objective and policies, may purchase and sell securities on a
when-issued and delayed delivery basis. Either Account may obtain such
short-term credit as it needs for the clearance of securities
transactions, and may also borrow from a bank as a temporary measure, in
amounts not exceeding 5% of the value of its portfolio, to accommodate
abnormally heavy redemption requests, if they should occur, but not for
leveraging or investment purposes. Investment securities will not be
purchased while borrowings are outstanding. Interest paid on borrowings
will not be available for investment by the Accounts. Collateral
arrangements entered into by VCA-10 with respect to futures contracts and
related options and the writing of options on equity securities and stock
indices are not deemed to be the issuance of a senior security or the
purchase of a security on margin.

6. Mortgage, pledge or hypothecate any assets, except that either Account
may pledge assets in an amount up to 10% of the value of its portfolio,
but only to secure borrowings for extraordinary or emergency purposes as
described in paragraph 5 above. Collateral arrangements entered into by
VCA-10 with respect to futures contracts and related options and the
writing of options on equity securities and stock indices are not deemed
to be a pledge or hypothecation of assets.

7. Make cash loans except that VCA-10 may make loans of up to 10% of the
value of its portfolio through the purchase of privately placed bonds,
debentures, notes and other evidences of indebtedness of a character
customarily acquired by institutional investors that may or may not be
convertible into stock or accompanied by warrants or rights to acquire
stock, and VCA-11 may purchase debt obligations in accordance with its
investment objective and policies and may engage in repurchase agreements
as described on pages 14 and 15 of the Prospectus.

8. Lend portfolio securities unless the loans are fully collateralized and
subject to such other safeguards as the Account's Committee determines
are advisable and appropriate. For a discussion of the risks involved in
lending portfolio securities, see "Loans of Portfolio Securities," page
4.

9. Underwrite the securities of other issuers, except where VCA-10 may be
deemed to be an underwriter for purposes of the Securities Act of 1933 in
connection with the loans that it may make pursuant to paragraph 7 above.

10. Seventy-five percent of the assets held in each Account are subject to
the limitation that no purchase of a security, other than a security of
the U.S. Government or its agencies and instrumentalities, will be made
for each Account if as a result of such purchase more than 5% of the
total value of the Account's assets will be invested in the securities of
one issuer.

11. 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 Account's total assets (determined

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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).

In addition, VCA-11 will not:

Purchase common stock, preferred stock, warrants or other equity securities,
or oil and gas interests.

INVESTMENT RESTRICTIONS IMPOSED BY STATE LAW

In addition to the investment objectives, policies and restrictions that they
have adopted, VCA-10 and VCA-11 must limit their investments to those authorized
for variable contract accounts of life insurance companies by the laws of the
State of New Jersey. In the event of future amendments of the applicable New
Jersey statutes, each Account will comply, without the approval of Participants
or others having voting rights in respect of the Account, with the statutory
requirements as so modified. The pertinent provisions of New Jersey law as they
currently read are, in summary form, as follows:

1. An account may not purchase any evidence of indebtedness issued, assumed
or guaranteed by any institution created or existing under the laws of
the U.S., any U.S. state or territory, District of Columbia, Puerto Rico,
Canada or any Canadian province, if such evidence of indebtedness is in
default as to interest. "Institution" includes any corporation, joint
stock association, business trust, business joint venture, business
partnership, savings and loan association, credit union or other mutual
savings institution.

2. The stock of a corporation may not be purchased unless (i) the
corporation has paid a cash dividend on the class of stock during each of
the past five years preceding the time of purchase, or (ii) during the
five-year period the corporation had aggregate earnings available for
dividends on such class of stock sufficient to pay average dividends of
4% per annum computed upon the par value of such stock, or upon stated
value if the stock has no par value. This limitation does not apply to
any class of stock which is preferred as to dividends over a class of
stock whose purchase is not prohibited.

3. Any common stock purchased must be (i) listed or admitted to trading on a
securities exchange in the United States or Canada; or (ii) included in
the National Association of Securities Dealers' national price listings
of "over-the-counter" securities; or (iii) determined by the Commissioner
of Insurance of New Jersey to be publicly held and traded and as to which
market quotations are available. As of the date of this Prospectus no
such determination has been made.

4. Any security of a corporation may not be purchased if after the purchase
more than 10% of the market value of the assets of an Account would be
invested in the securities of such corporation.

The currently applicable requirements of New Jersey law impose substantial
limitations on the ability of
VCA-10 to invest in the stock of companies whose securities are not publicly
traded or who have not recorded a five-year history of dividend payments or
earnings sufficient to support such payments. This means that the Account will
not generally invest in the stock of newly organized corporations. Nonetheless,
an investment not otherwise eligible under paragraph 1 or 2 above may be made
if, after giving effect to the investment, the total cost of all such
non-eligible investments does not exceed 5% of the aggregate market value of the
assets of the Account.

Investment limitations may also arise under the insurance laws and regulations
of other states where the Contracts are sold. Although compliance with the
requirements of New Jersey law set forth above will ordinarily result in
compliance with any applicable laws of other states, under some circumstances
the laws of other states could impose additional restrictions on the portfolios
of the Accounts.

LOANS OF PORTFOLIO SECURITIES

VCA-10 and VCA-11 may from time to time lend their portfolio securities to
broker-dealers, provided that such loans are made pursuant to written agreements
and are continuously secured by collateral in the form of cash, U.S. Government
securities or irrevocable standby letters of credit in an amount equal to at
least the market value at all times of the loaned securities. During the time
portfolio securities are on loan, VCA-10 and
VCA-11 will continue to receive the interest and dividends, or amounts
equivalent thereto, on the loaned securities while receiving a fee from the
borrower or earning interest on the investment of the cash collateral. The right
to terminate the loan will be given to either party subject to appropriate
notice. Upon termination of the loan, the borrower will return to the lender
securities identical to the loaned securities. VCA-10 will not have the right to
vote securities on loan, but would terminate the loan and regain the right to
vote if that were considered important with respect to the investment. The
primary risk in lending securities is that the borrower may become insolvent on
a day on which the loaned security is rapidly advancing in price. In such event,
if the borrower fails to return the loaned securities, the existing

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collateral might be insufficient to purchase back the full amount of stock
loaned, and the borrower would be unable to furnish additional collateral. The
borrower would be liable for any shortage, but VCA-10 and
VCA-11 would be unsecured creditors with respect to such shortage and might not
be able to recover all or any of it. However, this risk may be minimized by a
careful selection of borrowers and securities to be lent.

VCA-10 and VCA-11 will not lend their portfolio securities to broker-dealers
affiliated with Prudential, including Prudential Securities Incorporated. This
will not affect the Accounts' ability to maximize their securities lending
opportunities.

PORTFOLIO TURNOVER RATE

VCA-10 has no fixed policy with respect to portfolio turnover, which is an index
determined by dividing the lesser of the purchases and sales of portfolio
securities during the year by the monthly average of the aggregate value of the
portfolio securities owned during the year. VCA-10 seeks long term capital
growth rather than short term trading profits. However, during any period when
changing economic or market conditions are anticipated, successful management
requires an aggressive response to such changes which may result in portfolio
shifts that may significantly increase the rate of portfolio turnover. Higher
portfolio turnover involves correspondingly greater brokerage commissions and
other transaction costs, which are borne directly by VCA-10. It is not
anticipated that under normal circumstances the annual portfolio turnover rate
would exceed 100%. During 1995 and 1994 the total portfolio turnover rate for
VCA-10 was 44.77% and 31.50%, respectively.

PORTFOLIO BROKERAGE AND RELATED PRACTICES

Prudential is responsible for decisions to buy and sell securities for VCA-10
and VCA-11, the selection of brokers and dealers to effect the transactions and
the negotiation of brokerage commissions, if any. Transactions on a stock
exchange in equity securities for VCA-10 will be executed primarily through
brokers who will receive a commission paid by the Account. Fixed income
securities, as well as securities traded in the over-the-counter market, on the
other hand, will not normally incur any brokerage commissions. These securities
are generally traded on a "net" basis with dealers acting as principals 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 that includes an amount of
compensation to the underwriter, generally referred to as the underwriter's
concession or discount. On occasion, certain of these securities may be
purchased directly from an issuer, in which case neither commissions nor
discounts are paid.

In placing orders for portfolio transactions of the Accounts, primary
consideration is given to obtaining the most favorable price and best execution.
An attempt is made to effect each transaction at a price and commission, if any,
that provide the most favorable total cost or proceeds reasonably attainable in
the circumstances. However, a higher spread or commission than is otherwise
necessary for a particular transaction may be paid if to do so appears to
further the goal of obtaining the best execution available.

In connection with any securities transaction that involves a commission
payment, the commission is negotiated with the broker on the basis of the
quality and quantity of execution services that the broker provides, in light of
generally prevailing commission rates. Periodically, Prudential and PIC review
the allocation among brokers of orders for equity securities and the commissions
that were paid.

When selecting a broker or dealer in connection with a transaction for either
Account, consideration is given to whether the broker or dealer has furnished
Prudential or PIC with certain services that brokerage houses customarily supply
to institutional investors, provided this does not jeopardize the objective of
obtaining the best price and execution.

These services include statistical and economic data and research reports on
particular companies and industries. Prudential and PIC use these services in
connection with all of their investment activities, and some of the data or
services obtained in connection with the execution of transactions for an
Account may be used in managing other investment accounts. Conversely, brokers
and dealers furnishing such services may be selected for the execution of
transactions of such other accounts, while the data and services may be used in
providing investment management for one or both of the Accounts. Although
Prudential's present policy is not to permit higher spreads or commissions to be
paid on transactions for the Accounts in order to secure research and
statistical services from brokers or dealers, Prudential might in the future
authorize the payment of higher commissions (but not of higher spreads), with
the prior concurrence of an Account's Committee, if it is determined that the
higher commissions are necessary in order to secure desired research and are
reasonable in relation to all the services that the broker provides.

When investment opportunities arise that may be appropriate for more than one
entity for which Prudential serves as investment manager or adviser, one entity
will not be favored over another and allocations of investments among them will
be made in an impartial manner believed to be equitable to each entity involved.
The allocations will be based on each entity's investment objectives and its
current cash and investment positions. Because the various entities for which
Prudential acts as investment manager or adviser have different investment
objectives and positions, from time to time a particular security may be
purchased for one or more such entities while at the same time such securities
may be sold for another.

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An affiliated broker may be employed to execute brokerage transactions on behalf
of the Accounts as long as the commissions are reasonable and fair compared to
the commissions received by other brokers in connection with comparable
transactions involving similar securities being purchased or sold on a
securities exchange during a comparable period of time. During 1995, 1994, and
1993, the total dollar amount of commissions paid by VCA-10 to an affiliated
broker, Prudential Securities Incorporated, was $-0-, $-0-, and $6,705,
respectively. The Accounts may not engage in any transactions in which
Prudential or its affiliates, including Prudential Securities Incorporated, acts
as principal, including over-the-counter purchases and negotiated trades in
which such a party acts as a principal.

Prudential or PIC may enter into business transactions with brokers or dealers
for purposes other than the execution of portfolio securities transactions for
accounts Prudential manages. These other transactions will not affect the
selection of brokers or dealers in connection with portfolio transactions for
the Accounts.

During 1995, 1994, and 1993, $429,704, $324,943, and $378,737, respectively, was
paid to various brokers in connection with securities transactions for VCA-10.
Of this amount, approximately 77.6%, 66.57%, and 77.4%, respectively, was
allocated to brokers who provided research and statistical services to
Prudential.

CUSTODY OF SECURITIES

Chemical Bank, 4 New York Plaza, New York, NY 10004, is custodian of the equity
securities held in VCA-10 and is authorized to use the facilities of the
Depository Trust Company (DTC). Morgan Guaranty Trust Company of New York, 23
Wall Street, New York, NY 10015, is custodian of the short-term debt securities,
including money market instruments, held in VCA-10 and VCA-11 and is authorized
to use the facilities of the Federal Reserve book entry system as well as the
DTC.

ADDITIONAL INFORMATION ABOUT OPTIONS ON STOCKS, OPTIONS ON STOCK INDICES, STOCK
INDEX FUTURES CONTRACTS, AND OPTIONS ON STOCK INDEX FUTURES CONTRACTS.

OPTIONS ON EQUITY SECURITIES. VCA-10 may purchase and write (I.E., sell) put and
call options on equity securities that are traded on national securities
exchanges or that are listed on the National Association of Securities Dealers
Automated Quotation System ("NASDAQ").

VCA-10 will write call options on stocks only if they are covered, and such
options must remain covered so long as VCA-10 is obligated as a writer. A call
option is "covered" if: (1) VCA-10 owns the security underlying the option; or
(2) VCA-10 has an absolute and immediate right to acquire that security without
additional cash consideration (or for additional cash consideration held in a
segregated account by its custodian) upon conversion or exchange of other
securities held in its portfolio; or (3) VCA-10 holds on a share-for-share basis
a call on the same security as the call written where the strike price of the
call held is equal to or less than the strike price of the call written or
greater than the strike price of the call written if the difference is
maintained by VCA-10 in cash, Treasury bills or other liquid high-grade short-
term debt obligations in a segregated account with its custodian.

VCA-10 will write put options on stocks only if they are covered, and such
options must remain covered so long as VCA-10 is obligated as a writer. A put
option is "covered" if: (1) VCA-10 holds in a segregated account cash, Treasury
bills or other liquid high-grade short-term debt obligations of a value equal to
the strike price; or
(2) VCA-10 holds on a share-for-share basis a put on the same security as the
put written where the strike price of the put held is equal to or greater than
the strike price of the put written or less than the strike price of the put
written if the difference is maintained by VCA-10 in cash, Treasury bills or
other liquid high grade short-term debt obligations in a segregated account with
its custodian.

VCA-10 may purchase "protective puts," I.E., put options acquired for the
purpose of protecting a portfolio security from a decline in market value. In
exchange for the premium paid for the put option, VCA-10 acquires the right to
sell the underlying security at the strike price of the put regardless of the
extent to which the underlying security declines in value. The loss to VCA-10 is
limited to the premium paid for, and transaction costs in connection with, the
put plus the initial excess, if any, of the market price of the underlying
security over the strike price. However, if the market price of the security
underlying the put rises, the profit VCA-10 realizes on the sale of the security
will be reduced by the premium paid for the put option less any amount (net of
transaction costs) for which the put may be sold.

VCA-10 may purchase call options for hedging and investment purposes. VCA-10
does not intend to invest more than 5% of its net assets at any one time in the
purchase of call options on stocks.

If the writer of an option wishes to terminate the obligation, he or she may
effect a "closing purchase transaction" by buying an option of the same series
as the option previously written. Similarly, the holder of an option may
liquidate his or her position by exercising the option or by effecting a
"closing sale transaction," I.E., selling an option of the same series as the
option previously purchased. VCA-10 may effect closing sale and purchase
transactions. VCA-10 will realize a profit from a closing transaction if the
price of the transaction is less than the premium received from writing the
option or is more than the premium paid to purchase the option. Because
increases in the market price of a call option will generally reflect increases
in the market price of the underlying security, any loss resulting from a
closing purchase transaction with respect to a call option is likely to be
offset in whole or in part by appreciation of the underlying equity security
owned by VCA-10. There

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is no guarantee that closing purchase or closing sale transactions can be
effected.

VCA-10's use of options on equity securities is subject to certain special
risks, in addition to the risk that the market value of the security will move
adversely to VCA-10's option position. An option position may be closed out only
on an exchange, board of trade or other trading facility which provides a
secondary market for an option of the same series. Although VCA-10 will
generally purchase or write only those options for which there appears to be an
active secondary market, there is no assurance that a liquid secondary market on
an exchange will exist for any particular option, or at any particular time, and
for some options no secondary market on an exchange or otherwise may exist. In
such event it might not be possible to effect closing transactions in particular
options, with the result that VCA-10 would have to exercise its options in order
to realize any profit and would incur brokerage commissions upon the exercise of
such options and upon the subsequent disposition of underlying securities
acquired through the exercise of call options or upon the purchase of underlying
securities or the exercise of put options. If VCA-10 as a covered call option
writer is unable to effect a closing purchase transaction in a secondary market,
it will not be able to sell the underlying security until the option expires or
it delivers the underlying security upon exercise.

Reasons for the absence of a liquid secondary market on an exchange include the
following: (i) there may be insufficient trading interest in certain options;
(ii) restrictions imposed by an exchange on opening transactions or closing
transactions or both; (iii) trading halts, suspensions or other restrictions may
be imposed with respect to particular classes or series of options or underlying
securities; (iv) unusual or unforeseen circumstances may interrupt normal
operations on an exchange; (v) the facilities of an exchange or a clearing
corporation may not at all times be adequate to handle current trading volume;
or (vi) one or more exchanges could, for economic or other reasons, decide or be
compelled at some future date to discontinue the trading of options (or a
particular class or series of options), in which event the secondary market on
that exchange (or in the class or series of options) would cease to exist,
although outstanding options on that exchange that had been issued by a clearing
corporation as a result of trades on that exchange would continue to be
exercisable in accordance with their terms. There is no assurance that higher
than anticipated trading activity or other unforeseen events might not, at
times, render certain of the facilities of any of the clearing corporations
inadequate, and thereby result in the institution by an exchange of special
procedures which may interfere with the timely execution of customers' orders.
However, The Option Clearing Corporation, based on forecasts provided by the
U.S. exchanges, believes that its facilities are adequate to handle the volume
of reasonably anticipated options transactions, and such exchanges have advised
such clearing corporation that they believe their facilities will also be
adequate to handle reasonably anticipated volumes.

OPTIONS ON STOCK INDICES. VCA-10 will write call options on stock indices only
if they are covered, and such options remain covered as long as VCA-10 is
obligated as a writer. A call option is covered if VCA-10 follows the
segregation requirements set forth in this paragraph. When VCA-10 writes a call
option on a broadly based stock market index, the portfolio will segregate or
put into escrow with its custodian or pledge to a broker as collateral for the
option, cash, cash equivalents or "qualified securities" (defined below) with a
market value at the time the option is written of not less than 100% of the
current index value times the multiplier times the number of contracts. When
VCA-10 writes a call option on an industry or market segment index, it will
segregate or put into escrow with its custodian or pledge to a broker as
collateral for the option, at least five "qualified securities", all of which
are stocks of issuers in such industry or market segment, with a market value at
the time the option is written of not less than 100% of the current index value
times the multiplier times the number of contracts. Such stocks will include
stocks which represent at least 50% of the weighting of the industry or market
segment index and will represent at least 50% of the portfolio's holdings in
that industry or market segment. No individual security will represent more than
15% of the amount so segregated, pledged or escrowed in the case of broadly
based stock market index options or 25% of such amount in the case of industry
or market segment index options. If at the close of business on any day the
market value of such qualified securities so segregated, escrowed or pledged
falls below 100% of the current index value times the multiplier times the
number of contracts, VCA-10 will so segregate, escrow or pledge an amount in
cash, Treasury bills or other liquid high-grade short-term obligations equal in
value to the difference. In addition, when VCA-10 writes a call on an index
which is in-the-money at the time the call is written, VCA-10 will segregate
with its custodian or pledge to the broker as collateral, cash or U.S.
Government or other liquid high-grade short-term debt obligations equal in value
to the amount by which the call is in-the-money times the multiplier times the
number of contracts. Any amount segregated pursuant to the foregoing sentence
may be applied to VCA-10's obligation to segregate additional amounts in the
event that the market value of the qualified securities falls below 100% of the
current index value times the multiplier times the number of contracts. A
"qualified security" is an equity security which is listed on a national
securities exchange or listed on NASDAQ against which VCA-10 has not written a
stock call option and which has not been hedged by VCA-10 by the sale of stock
index futures. A call option is also covered and VCA-10 need not follow the
segregation requirements set forth in this paragraph

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if VCA-10 holds a call on the same index as the call written where the strike
price of the call held is equal to or less than the strike price of the call
written or greater than the strike price of the call written if the difference
is maintained by VCA-10 in cash, Treasury bills or other liquid high-grade
short-term obligations in a segregated account with its custodian.

VCA-10 will write put options on stock indices only if they are covered, and
such options must remain covered so long as VCA-10 is obligated as a writer. A
put option is covered if: (1) VCA-10 holds in a segregated account cash,
Treasury bills or other liquid high-grade short-term debt obligations of a value
equal to the strike price times the multiplier times the number of contracts; or
(2) VCA-10 holds a put on the same index as the put written where the strike
price of the put held is equal to or greater than the strike price of the put
written or less than the strike price of the put written if the difference is
maintained by VCA-10 in cash, Treasury bills or other liquid high-grade
short-term debt obligations in a segregated account with its custodian.

VCA-10 may purchase put and call options for hedging and investment purposes.
VCA-10 does not intend to invest more than 5% of its net assets at any one time
in the purchase of puts and calls on stock indices. VCA-10 may effect closing
sale and purchase transactions, as described above in connection with options on
equity securities.

The purchase and sale of options on stock indices will be subject to the same
risks as options on equity securities, described above. In addition, the
distinctive characteristics of options on indices create certain risks that are
not present with stock options. Index prices may be distorted if trading of
certain stocks included in the index is interrupted. Trading in the index
options also may be interrupted in certain circumstances, such as if trading
were halted in a substantial number of stocks included in the index. If this
occurred, VCA-10 would not be able to close out options which it had purchased
or written and, if restrictions on exercise were imposed, may be unable to
exercise an option it holds, which could result in substantial losses to VCA-10.
It is the policy of VCA-10 to purchase or write options only on stock indices
which include a number of stocks sufficient to minimize the likelihood of a
trading halt in options on the index.

Trading in index options commenced in April 1983 with the S&P 100 option
(formerly called the "CBOE 100"). Since that time a number of additional index
contracts have been introduced, including options on industry indices. Although
the markets for certain index option contracts have developed rapidly, the
markets for other index options are still relatively illiquid. The ability to
establish and close out positions on such options will be subject to the
development and maintenance of a liquid secondary market. It is not certain that
this market will develop in all index options contracts. VCA-10 will not
purchase or sell any index option contract unless and until, in the manager's
opinion, the market for such options has developed sufficiently that the risk in
connection with such transactions is no greater than the risk in connection with
options on stocks.

Price movements in VCA-10's equity security portfolio probably will not
correlate precisely with movements in the level of the index and, therefore, in
writing a call on a stock index VCA-10 bears the risk that the price of the
securities held by VCA-10 may not increase as much as the index. In such event,
VCA-10 would bear a loss on the call which is not completely offset by movement
in the price of VCA-10's equity securities. It is also possible that the index
may rise when VCA-10's securities do not rise in value. If this occurred, VCA-10
would experience a loss on the call which is not offset by an increase in the
value of its securities portfolio and might also experience a loss in its
securities portfolio. However, because the value of a diversified securities
portfolio will, over time, tend to move in the same direction as the market,
movements in the value of VCA-10's securities in the opposite direction as the
market would be likely to occur for only a short period or to a small degree.

When VCA-10 has written a call, there is also a risk that the market may decline
between the time VCA-10 has a call exercised against it, at a price which is
fixed as of the closing level of the index on the date of exercise, and the time
VCA-10 is able to sell stocks in its portfolio. As with stock options, VCA-10
will not learn that an index option has been exercised until the day following
the exercise date but, unlike a call on stock where VCA-10 would be able to
deliver the underlying securities in settlement, VCA-10 may have to sell part of
its stock portfolio in order to make settlement in cash, and the price of such
stocks might decline before they can be sold. This timing risk makes certain
strategies involving more than one option substantially more risky with options
in stock indices than with stock options.

There are also certain special risks involved in purchasing put and call options
on stock indices. If VCA-10 holds an index option and exercises it before final
determination of the closing index value for that day, it runs the risk that the
level of the underlying index may change before closing. If such a change causes
the exercised option to fall out-of-the-money, VCA-10 will be required to pay
the difference between the closing index value and the strike price of the
option (times the applicable multiplier) to the assigned writer. Although VCA-10
may be able to minimize the risk by withholding exercise instructions until just
before the daily cutoff time or by selling rather than exercising an option when
the index level is close to the exercise price, it may not be possible to
eliminate this risk entirely because the cutoff times for index options may be
earlier than those fixed for other types of options and may occur before
definitive closing index values are announced.

STOCK INDEX FUTURES CONTRACTS. VCA-10 may, to the extent permitted by applicable
regulations, attempt to reduce the risk of investment in equity securities by

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hedging a portion of its equity portfolio through the use of stock index futures
traded on a commodities exchange or board of trade. A stock index futures
contract is an agreement in which the seller of the contract agrees to deliver
to the buyer an amount of cash equal to a specific dollar amount times the
difference between the value of a specific stock index at the close of the last
trading day of the contract and the price at which the agreement is made. No
physical delivery of the underlying stocks in the index is made. When the
futures contract is entered into, each party deposits with a broker or in a
segregated custodial account approximately 5% of the contract amount, called the
"initial margin." Subsequent payments to and from the broker, call "variation
margin," will be made on a daily basis as the price of the underlying stock
index fluctuates, making the long and short positions in the futures contracts
more or less valuable, a process known as "marking to the market."

VCA-10 may sell stock index futures to hedge against a decline in the value of
equity securities it holds. VCA-10 may also buy stock index futures to hedge
against a rise in the value of equity securities VCA-10 intends to acquire. To
the extent permitted by federal regulations, VCA-10 may also engage in other
types of hedging transactions in stock index futures that are economically
appropriate for the reduction of risks inherent in the ongoing management of
VCA-10's equity securities.

VCA-10's successful use of stock index futures contracts depends upon the
investment manager's ability to predict the direction of the market and is
subject to various additional risks. The correlation between movement in the
price of the stock index future and the price of the securities being hedged is
imperfect and the risk from imperfect correlation increases as the composition
of VCA-10's securities diverges from the composition of the relevant index. In
addition, the ability of VCA-10 to close out a futures position depends on a
liquid secondary market. There is no assurance that liquid secondary markets
will exist for any particular stock index futures contract at any particular
time.

Under regulations of the Commodity Futures Trading Commission ("CFTC"),
investment companies registered under the Investment Company Act of 1940 are
excluded from regulation as commodity pools or commodity pool operators if their
use of futures is limited in certain specified ways. VCA-10 will use futures in
a manner consistent with the terms of this exclusion. Among other requirements,
no more than 5% of VCA-10's assets may be committed as initial margin on futures
contracts.

OPTIONS ON FUTURES CONTRACTS. VCA-10 may, to the extent permitted by applicable
insurance law and federal regulations, enter into certain transactions involving
options on stock index futures contracts. An option on a futures contract gives
the purchaser or holder the right, but not the obligation, to assume a position
in a futures contract (a long position if the option is a call and a short
position if the option is a put) at a specified price at any time during the
option exercise period. The writer of the option is required upon exercise to
assume an offsetting futures position (a short position if the option is a call
and a long position if the option is a put). Upon exercise of the option, the
assumption of offsetting futures positions by the writer and holder of the
option will be accomplished by delivery of the accumulated balance in the
writer's futures margin account which represents the amount by which the market
price of the futures contract, at exercise, exceeds, in the case of a call, or
is less than, in the case of a put, the exercise price of the option on the
futures contract. As an alternative to exercise, the holder or writer of an
option may terminate a position by selling or purchasing an option of the same
series. There is no guarantee that such closing transactions can be effected.
VCA-10 intends to utilize options on stock index futures contracts for the same
purposes that it intends to use the underlying stock index futures contracts.

Options on futures contracts are subject to risks similar to those described
above and in the prospectus with respect to options on stocks, options on stock
indices, and futures contracts. There is also the risk of imperfect correlation
between the option and the underlying futures contract. If there were no liquid
secondary market for a particular option on a futures contract, VCA-10 might
have to exercise an option it held in order to realize any profit and might
continue to be obligated under an option it had written until the option expired
or was exercised. If VCA-10 were unable to close out an option it had written on
a futures contract, it would continue to be required to maintain initial margin
and make variation margin payments with respect to the option position until the
option expired or was exercised against the portfolio.

9
<PAGE>
PERFORMANCE INFORMATION

The tables below provide performance information for each variable investment
option through December 31, 1995. The performance information is based on
historical experience and does not indicate or represent future performance.

ANNUAL AVERAGE TOTAL RETURN

Table 1 below shows the average annual rates of total return on hypothetical
investments of $1,000 for periods ended December 31, 1995 in VCA-10, VCA-11 and
the following subaccounts of VCA-24: Diversified Bond, Government Income,
Conservative Balanced, Flexible Managed, Stock Index, Equity and Global. These
figures assume withdrawal of the investments at the end of the period other than
to effect an annuity under the Contract. VCA-24 has been in existence since May
1, 1987. However, the applicable underlying Portfolios of the Fund existed as
funding vehicles for other Prudential products prior to that date. For
performance information purposes, the returns calculated below for periods prior
to inclusion in the MEDLEY Program reflect a hypothetical return as if those
portfolios were part of the MEDLEY Program at that time, using charges
applicable to the MEDLEY Program.

TABLE 1

AVERAGE ANNUAL TOTAL RETURN

<TABLE>
<CAPTION>
FROM DATE PORTFOLIO
ESTABLISHED THROUGH
ONE YEAR FIVE YEARS TEN YEARS 12/31/95 IF PORTFOLIO
DATE ENDED ENDED ENDED NOT IN EXISTENCE
ESTABLISHED 12/31/95 12/31/95 12/31/95 FOR TEN YEARS
------------ ----------- ----------- ----------- ---------------------
<S> <C> <C> <C> <C> <C>
VCA-10 8/25/82 19.19% 16.22% 11.00%
VCA-11 8/25/82 -1.80 2.90 5.24
VCA-24:
Diversified Bond 5/13/83 12.81 8.24 8.10
Government Income 5/1/89 11.59 7.69 8.55%
Conservative Balanced 5/13/83 9.37 8.97 8.98
Flexible Managed 5/13/83 16.18 11.77 10.43
Stock Index 10/19/87 29.03 14.54 14.62
Equity 5/13/83 23.25 17.24 13.76
Global 9/19/88 8.01 9.28 7.97
</TABLE>

The average annual rates of total return shown above are computed by finding the
average annual compounded rates of return over the periods shown that would
equate the initial amount invested to the withdrawal value, in accordance with
the following formula: P(1+T)n = ERV. In the formula, P is a hypothetical
investment or contribution of $1,000; T is the average annual total return; n is
the number of years; and ERV is the withdrawal value at the end of the periods
shown. The annual account charge is prorated among the investment options
available under MEDLEY, including the Companion Contract, in the same
proportions as the aggregate annual contract fees are deducted from each option.
These figures assume deduction of the maximum deferred sales charge that may be
applicable to a particular period.

NON-STANDARD TOTAL RETURN

Table 2 below shows the average annual rates of return as in Table 1, but
assumes that the contributions or investments are not withdrawn at the end of
the period or that the Participant annuitizes at the end of the period.

TABLE 2

AVERAGE ANNUAL TOTAL RETURN ASSUMING NO WITHDRAWAL

<TABLE>
<CAPTION>
FROM DATE PORTFOLIO
ESTABLISHED THROUGH
ONE YEAR FIVE YEARS TEN YEARS 12/31/95 IF PORTFOLIO
DATE ENDED ENDED ENDED NOT IN EXISTENCE
ESTABLISHED 12/31/95 12/31/95 12/31/95 FOR TEN YEARS
------------ ----------- ----------- ----------- ---------------------
<S> <C> <C> <C> <C> <C>
VCA-10 8/25/82 26.27% 16.91% 11.19%
VCA-11 8/25/82 5.23 3.98 5.51
VCA-24:
Diversified Bond 5/13/83 19.82 9.11 8.30
Government Income 5/1/89 18.59 8.57 8.92%
Conservative Balanced 5/13/83 16.40% 9.83% 9.18%
</TABLE>

10
<PAGE>

<TABLE>
<S> <C> <C> <C> <C> <C>
Flexible Managed 5/13/83 23.21 12.55 10.60
Stock Index 10/19/87 36.05 15.23 14.81%
Equity 5/13/83 30.32 17.90 13.91
Global 9/19/88 15.02 10.11 8.30
</TABLE>

Table 3 shows the cumulative total return for the above investment options,
assuming no withdrawal.

TABLE 3

CUMULATIVE TOTAL RETURN ASSUMING NO WITHDRAWAL

<TABLE>
<CAPTION>
FROM DATE PORTFOLIO
ESTABLISHED THROUGH
ONE YEAR FIVE YEARS TEN YEARS 12/31/95 IF PORTFOLIO
DATE ENDED ENDED ENDED NOT IN EXISTENCE
ESTABLISHED 12/31/95 12/31/95 12/31/95 FOR TEN YEARS
------------ ----------- ----------- ----------- ---------------------
<S> <C> <C> <C> <C> <C>
VCA-10 8/25/82 26.27% 118.46% 188.93%
VCA-11 8/25/82 5.23 21.56 71.03
VCA-24:
Diversified Bond 5/13/83 19.82 54.67 121.98
Government Income 5/1/89 18.59 50.88 76.82%
Conservative Balanced 5/13/83 16.40 59.84 140.72
Flexible Managed 5/13/83 23.21 80.63 174.01
Stock Index 10/19/87 36.05 103.26 210.46
Equity 5/13/83 30.32 127.92 268.01
Global 9/19/88 15.02 61.89 78.81
</TABLE>

VCA-11 YIELD

The "yield" and "effective yield" of VCA-11 for the seven days ended December
31, 1995 were 7.6% and 4.88%, respectively.

The yield is computed by determining the net change, exclusive of capital
changes, in the value of a hypothetical preexisting account having a balance of
one accumulation unit of VCA-11 at the beginning of the period, subtracting a
prorated portion of the annual account charge as explained above, and dividing
the difference by the value of the account at the beginning of the base period,
and then multiplying the base period by (365/7), with the resulting figure
carried to the nearest hundred of 1%.

The yield reflects the deduction of the 1% charge for administrative expenses
and investment management, but does not reflect the deferred sales charge.

The effective yield is obtained by taking the base period return, adding 1,
raising the sum to a power equal to 365 divided by 7, and subtracting 1 from the
result, according to following formula: Effective Yield = [(base period return +
1)365/7] - 1.

The yields on amount held in VCA-11 will fluctuate on a daily basis. Therefore,
the stated yields for any given period are not an indication of future yields.

11
<PAGE>
THE VCA-10 AND VCA-11 COMMITTEES

VCA-10 is managed by The Prudential Variable Contract Account-10 Committee
("VCA-10 Committee"). VCA-11 is managed by The Prudential Variable Contract
Account-11 Committee ("VCA-11 Committee"). The members of each Committee are
elected by the persons having voting rights in respect of each Account. The
affairs of each Account are conducted in accordance with the Rules and
Regulations of the Account. The members of each Account's Committee, the
Account's Secretary and Assistant Secretaries and the principal occupation of
each during the past five years are shown below.

VCA-10 COMMITTEE

MARK R. FETTING*, CHAIRMAN AND MEMBER OF THE COMMITTEE--Chairman (since 11/95) &
President (since 5/92), Prudential Institutional Fund Management, Inc. (an
indirect subsidiary of Prudential); Chairman (since 11/95), President & CEO
(since 1/93), Prudential Retirement Services, Inc.; President, Prudential
Defined Contribution Services (a unit of PAMCO) since 4/92; Vice President, PIC
since 10/91; Vice President, Prudential since 10/91. Investment Management
Consultant from 9/89 to 9/91; Partner, Greenwich Associates from 2/88 to 9/89;
President, Review Management Corp. from 2/87 to 12/87; Vice President, T. Rowe
Price Associates, Inc. from 4/83 to 1/87. Address: 30 Scranton Office Park,
Moosic, Pennsylvania 18507.

SAUL K. FENSTER, MEMBER OF THE COMMITTEE--President, New Jersey Institute of
Technology (education). Address: 323 Martin Luther King Jr. Boulevard, Newark,
New Jersey 07102.

MARY C. GENCHER, MEMBER OF THE COMMITTEE--Retired since 5/77; prior to 5/77,
President and Chief Executive Officer of Lexol Corporation (leather conditioner
manufacturer). Address: 143 Oval Road, Essex Fells, New Jersey 07021.

JAMES H. SCOTT, JR.*, MEMBER OF THE COMMITTEE--Chief Executive Officer,
Prudential Diversified Investment Strategies (PDI), an investment unit of PIC,
since 1/94 Chairman and President, PTC Services, Inc. (a Prudential subsidiary)
since 11/15/94. Managing Director, PDI, since 12/87. Mr. Scott is also a Second
Vice President of Prudential. Address: 51 JFK Parkway, Short Hills, New Jersey
07078.

JOSEPH WEBER, MEMBER OF THE COMMITTEE--Vice President, Interclass (international
corporate learning) since
10/90. President, Alliance for Learning from 3/88 to 10/90. Address: 37
Beachmont Terrace, North Caldwell, New Jersey 07006.

THOMAS A. EARLY, SECRETARY TO THE COMMITTEE--Vice President and General Counsel,
Prudential Defined Contribution Services since 4/94. Associate General Counsel,
Frank Russell Company from 1988 to 1994. Address: 30 Scranton Office Park,
Moosic, Pennsylvania 18507.

ROSANNE J. BARUH, ASSISTANT SECRETARY TO THE COMMITTEE--Assistant General
Counsel of Prudential since 11/86. Address: Prudential Plaza, Newark, New Jersey
07102.

C. CHRISTOPHER SPRAGUE, ASSISTANT SECRETARY TO THE COMMITTEE--Assistant General
Counsel, Prudential Defined Contribution Services since 12/94. Staff Attorney
and Senior Counsel, U.S. Securities and Exchange Commission from 9/88 to 11/94.
Address: 30 Scranton Office Park, Moosic, Pennsylvania 18507.

MICHAEL G. WILLIAMSON, ASSISTANT SECRETARY TO THE COMMITTEE--Director and
Assistant Comptroller, Prudential Defined Contribution Services, since 11/93.
Manager, Prudential Defined Contribution Services from 10/88 to 11/93. Address:
30 Scranton Office Park, Moosic, Pennsylvania 18507.

VCA-11 COMMITTEE

W. SCOTT McDONALD, JR., MEMBER OF THE COMMITTEE--Principal, Scott McDonald &
Associates since 4/95; prior to 4/95, Executive Vice President, Fairleigh
Dickinson University; prior to 9/91, Executive Vice President, Drew University.
Address: 9 Zamrok Way, Morristown, New Jersey 07960.

12
<PAGE>

JAMES H. SCOTT, JR.*, MEMBER OF THE COMMITTEE--Chief Executive Officer,
Prudential Diversified Investment Strategies (PDI), an investment unit of PIC,
since 1/94 and Chairman, PTC Services, Inc. ( a Prudential subsidiary) since
11/15/94. Managing Director, PDI, since 12/87. Mr. Scott is also a Second Vice
President of Prudential. Address: 51 JFK Parkway, Short Hills, New Jersey 07078.

JOSEPH WEBER, MEMBER OF THE COMMITTEE--Vice President, Interclass (international
corporate learning) since 10/90. President, Alliance for Learning from 3/88 to
10/90. Address: 37 Beachmont Terrace, North Caldwell, New Jersey 07006.

THOMAS A. EARLY, SECRETARY TO THE COMMITTEE--Vice President and General Counsel
of Prudential Defined Contribution Services since 4/94. Associate General
Counsel, Frank Russell Company from 1988 to 1994. Address: 30 Scranton Office
Park, Moosic, Pennsylvania 18507.

ROSANNE J. BARUH, ASSISTANT SECRETARY TO THE COMMITTEE--Assistant General
Counsel of Prudential since 11/86. Address: Prudential Plaza, Newark, New Jersey
07102.

MICHAEL G. WILLIAMSON, ASSISTANT SECRETARY TO THE COMMITTEE--Director and
Assistant Comptroller, Prudential Defined Contribution Services, since 11/93;
Manager, Prudential Defined Contribution Services from 10/88 to 11/93. Address:
30 Scranton Office Park, Moosic, Pennsylvania 18507.

*These members of the VCA-10 and VCA-11 Committees are interested persons of
Prudential, its affiliates or those Accounts as defined in the 1940 Act. Certain
actions of each Committee, including the annual continuance of the investment
management agreement between each Account and Prudential, must be approved by a
majority of the members of each Committee who are not interested persons of
Prudential, its affiliates or the Account. Messrs. Fetting and Scott, members of
both Committees, are interested persons of Prudential and the Accounts, as that
term is defined in the 1940 Act, because they are officers of Prudential, the
investment manager of both Accounts. Mrs. Gencher and Doctors Fenster, McDonald
and Weber are not interested persons of Prudential, its affiliates or of either
Account. However, Dr. Fenster is President of the New Jersey Institute of
Technology; Prudential has issued a group annuity contract to the Institute and
provides group life and health insurance to its employees.

REMUNERATION OF MEMBERS OF THE COMMITTEES AND CERTAIN AFFILIATED PERSONS

No member of the Committee of either VCA-10 or VCA-11 nor any other person
(other than Prudential) receives remuneration from an Account. Prudential pays
certain of the expenses relating to the operation of VCA-10 and VCA-11,
including all compensation paid to members of each Committee, its Chairman, its
Secretary and Assistant Secretaries. No member of either Account's Committee,
its Chairman, its Secretary or Assistant Secretaries who is also an officer,
Director or employee of Prudential or an affiliate of Prudential is entitled to
any fee for his services as a member or officer of the Committee.

13
<PAGE>

DIRECTORS AND OFFICERS OF PRUDENTIAL

The names of all Directors and certain officers of Prudential and the positions
and offices and principal occupation of each during the past five years are
shown below. The Contract-holder under each Contract will be entitled to one
vote for the election of Prudential Directors. Participants will not be entitled
to vote.

DIRECTORS

FRANKLIN E. AGNEW, DIRECTOR since 1994 (current term expires April, 2000).
Member, Committee on Dividends; Member, Finance Committee. Business consultant
since 1987. Senior Vice President H.J. Heinz from 1971 to 1986. Mr. Agnew is
also a director of Bausch & Lomb Inc. and John Wiley & Sons, Inc. Age 61.
Address: One Mellon Bank Center, Suite 2120, Pittsburgh, PA 15219.

FREDERICK K. BECKER, DIRECTOR since 1994 (current term expires April, 1999).
Member, Auditing Committee, Member, Committee on Business Ethics. President,
Wilentz Goldman and Spitzer (law firm) since 1989, with firm since 1960. Age 60.
Address: 90 Woodbridge Center Drive, Woodbridge, NJ 07095.

WILLIAM W. BOESCHENSTEIN, DIRECTOR since 1982 (current term expires April,
1997). Chairman, Executive Committee; Member, Auditing Committee. Retired since
1990. Chairman of the Board and Chief Executive Officer, Owens-Corning Fiberglas
Corporation from 1981 to 1990. Mr. Boeschenstein is also a director of FMC Corp.
Age 70. Address: One Seagate, Suite 1530, Toledo, OH 43604.

LISLE C. CARTER, JR., DIRECTOR since 1987 (current term expires April, 1997).
Chairman, Committee on Nominations; Member Executive Committee; Member Finance
Committee. Retired since 1991. Senior Vice President and General Counsel, United
Way of America from 1988 to 1991. Age 70. Address: 1307 Fourth Street, S.W.,
Washington, DC 20024.

JAMES G. CULLEN, DIRECTOR since 1994 (current term expires April, 2001). Member,
Compensation Committee; Member, Committee on Business Ethics. Vice Chairman,
Bell Atlantic Corporation. President, Bell Atlantic Corporation from 1993 to
1995. President New Jersey Bell 1989 to 1993. Mr. Cullen is also a director of
Johnson & Johnson. Age 53. Address: 1310 North Court House Road, 11th Floor,
Alexandria, VA 22201.

CAROLYNE K. DAVIS, DIRECTOR since 1989 (current term expires April, 1997).
Member, Finance Committee; Member Committee on Business Ethics; Member,
Compensation Committee. National and International Health Care Advisor, Ernst &
Young since 1985. Dr. Davis is also a director of Merck & Co., Inc., Beckman
Instruments, Inc., Pharmaceutical Marketing Services, Inc. and Science
Applications International Corporation. Age 64. Address: 1225 Connecticut
Avenue, N.W., Washington, DC 20036.

ROGER A. ENRICO, DIRECTOR since 1994 (current term expires April, 1998). Member,
Committee on Nominations; Member, Compensation Committee. CEO PepsiCo, Inc.
since 1996. Vice Chairman, PepsiCo, Inc. from 1993 to 1996. Chairman and CEO,
Pepsi Co. Worldwide Food, from 1991 to 1993. President and CEO, Pepsi Co.
Worldwide Beverage from 1986-1991. Mr. Enrico is also a director of Dayton
Hudson Corporation and A. H. Belo Corporation. Age 51. Address: 14841 North
Dallas Parkway, Dallas, TX, 75240.

ALLAN D. GILMOUR, DIRECTOR since 1995 (current term expires April, 1999).
Retired since 1995. Vice Chairman, Ford Motor Company, from 1993 to 1995. Mr.
Gilmour originally joined Ford in 1960. Mr. Gilmour is also a director of
USWest, Inc., Whirlpool Corporation and The Dow Chemical Company. Age 61.
Address: 751 Broad Street, Newark, NJ 07102.

WILLIAM H. GRAY, III, DIRECTOR since 1991 (current term expires April, 2000).
Member, Finance Committee; Member, Committee on Nominations. President and Chief
Executive Officer, The College Fund/UNCF since 1991. Mr. Gray served in Congress
from 1979 to 1991. Mr. Gray is also a director of Warner-Lambert Co., Chase
Manhattan Corp., Municipal Bond Investors Assurance Corp., Westinghouse Electric
Corp., Union Pacific Corp., Lotus Development Corp., and Rockwell International
Corp. Age 54. Address: 8260 Willow Oaks Corp. Drive, Fairfax, VA 22031.

JON F. HANSON, DIRECTOR since 1991 (current term expires April, 1997). Member,
Finance Committee; Member, Committee on Dividends. Chairman, Hampshire
Management Co. since 1976. Mr. Hanson is also a director of United Water
Resources. Age 59. Address: 235 Moore Street, Suite 200, Hackensack, NJ 07601.

CONSTANCE J. HORNER, DIRECTOR since 1994 (current term expires April, 1998).
Member, Auditing Committee; Member, Committee on Nominations. Guest Scholar, The
Brookings Institution since 1993. Assistant to the President and Director of
Presidential Personnel, U.S. Government, 1991-1992. Deputy Secretary, Department
of Health & Human Services from 1989 to 1991. Ms. Horner is also a director of
Pfizer, Inc., Ingersoll-Rand Company and Foster Wheeler Corporation. Age 54.
Address: 1775 Massachusetts Ave., N.W. Washington, D.C. 20036-2188.

14
<PAGE>

DIRECTORS (CONTINUED)

ALLEN F. JACOBSON, DIRECTOR since 1992 (current term expires April, 1997).
Member, Auditing Committee; Member Compensation Committee. Retired since 1991.
Chairman of the Board and Chief Executive Officer, Minnesota Mining &
Manufacturing Co. from 1986 to 1991. Mr. Jacobson is also a director of Abbott
Laboratories, Deluxe Corp., Northern States Power Co., Silicon Graphics, Inc.,
Valmont Industries, 3M, Mobil Corporation, U.S. West, Inc., Sara Lee Corporation
and Potlatch Corporation. Age 69: Address: 3050 Minnesota World Trade Center,
St. Paul, MN 55101.

GARNETT L. KEITH, JR., DIRECTOR since 1984 (current term expires April, 1999).
Vice Chairman of Prudential since 1984. Mr. Keith is also a director of Super
Valu Stores, Inc., AEA Investors, Inc. and Pan-Holding, Societe Anonyme. Age 60.
Address: 751 Broad Street, Newark, NJ 07102-3777.

BURTON G. MALKIEL, DIRECTOR since 1978 (current term expires April, 1998).
Chairman, Finance Committee; Member, Executive Committee; Member, Committee on
Nominations. Professor, Princeton University, since 1988. Dr. Malkiel is also a
director of The Jeffrey Co., Vanguard Group, Inc., Amdahl Corporation, Baker
Fentress & Company, and Southern New England Telecommunications Co. Age 63.
Address: 110 Fisher Hall, Prospect Avenue, Princeton University, Princeton, NJ
08544-1021.

ARTHUR F. RYAN, Chairman of the Board, President and Chief Executive Officer of
Prudential since 1994. President and Chief Operating Officer, Chase Manhattan
Corp. from 1990 to 1994, with Chase since 1972. Age 53. Address: 751 Broad
Street, Newark, NJ 07102-3777.

CHARLES R. SITTER, DIRECTOR since 1995 (current term expires April, 1999).
Member, Committee on Dividends. President, Exxon Corporation from 1993 to 1996.
Mr. Sitter began his career with Exxon in 1957; he is currently a director of
Exxon. Age 65. Address: 5959 Las Colinas Boulevard, Irving, TX 75039.

DONALD L. STAHELI, DIRECTOR since 1995 (current term expires April, 1999).
Member, Compensation Committee. Chairman and Chief Executive Officer,
Continental Grain Company since 1994. Mr. Staheli was Chairman of Continental
Grain from 1988 to 1994. Age 64. Address: 277 Park Avenue, New York, NY 10172.

RICHARD M. THOMSON, DIRECTOR since 1976 (current term expires April, 2000).
Chairman, Compensation Committee; Member, Committee on Nominations, Member,
Executive Committee. Chairman of the Board and Chief Executive Officer, The
Toronto-Dominion Bank since 1978. Mr. Thomson is also a director of CGC, Inc.,
Eaton's of Canada, Ltd., INCO, Ltd., The Thomson Corp. National Retail Credit
Services Limited, TEC Leaseholds Limited, Thomglen Corporation and S.C. Johnson
& Son, Ltd. Age 62. Address: P.O. Box 1, Toronto-Dominion Centre, Toronto,
Ontario, M5K 1A2, Canada.

JAMES A. UNRUH, DIRECTOR since 1996 (current term expires April, 2000). Chairman
and Chief Executive Officer of Unisys Corporation since 1990. Mr. Unruh is also
a director of Ameritech Corporation. Age 55. Address: Township Line & Union
Meeting Roads, Blue Bell, PA 19424.

P. ROY VAGELOS, M.D., DIRECTOR since 1989 (current term expires April, 1997).
Chairman, Auditing Committee; Member, Committee on Dividends; Member, Executive
Committee. Chairman, Regeneron Pharmaceuticals since 1995. Chairman and Chief
Executive Officer, Merck & Co., Inc. from 1986 to 1994. Dr. Vagelos is also a
director of Pepsi Co., Inc., The Estee Lauder Companies Inc. and McDonnell
Douglas Corp. Age 66. Address: One Crossroads Drive, Bedminster, NJ 07921.

STANLEY C. VAN NESS, DIRECTOR since 1990 (current term expires April, 2002).
Chairman, Committee on Business Ethics; Member, Auditing Committee; Member,
Executive Committee. Attorney, Picco Herbert Kennedy (law firm) from 1990.
Partner of Jamieson, Moore, Peskin & Spicer from 1984 to 1990. Mr. Van Ness is
also a director of Jersey Central Power & Light Company. Age 62. Address: One
State Street Square, Suite 1000, Trenton, NJ 08607-1388.

PAUL A. VOLCKER, DIRECTOR since 1988 (current term expires April, 2000). Member,
Committee on Dividends; Member, Committee on Nominations. Chairman, James D.
Wolfensohn, Inc. since 1988; Chief Executive Officer, James D. Wolfensohn, Inc.
since 1995. Chairman, J. Rothschild, Wolfensohn & Co. from 1992 to 1995. Mr
Volcker is also a director of Fuji-Wolfensohn International, Nestle, S.A., UAL
Corp. and the Board of Governors, American Stock Exchange. Age 68. Address: 599
Lexington Avenue, New York, NY 10022.

JOSEPH H. WILLIAMS, DIRECTOR since 1994 (current term expires April, 1998).
Member, Auditing Committee; Member, Committee on Dividends. Chairman of the
Board, The Williams Companies since 1994. Chairman & Chief Executive Officer,
The Williams Companies 1979-1993. Mr. Williams is also a director of Flint
Industries and The Orvis Company. Age 62. Address: One Williams Center, Tulsa,
OK 74102.

15
<PAGE>

EXECUTIVE OFFICERS OF PRUDENTIAL

ARTHUR F. RYAN, CHAIRMAN, CHIEF EXECUTIVE OFFICER, AND PRESIDENT since 1994. Age
53.

GARNETT L. KEITH, JR., VICE CHAIRMAN since 1984. Age 60.

E. MICHAEL CAULFIELD, CHIEF EXECUTIVE OFFICER, Money Management Group since
1995; 1989-92 Managing Director. Age 49.

MARK B. GRIER, CHIEF FINANCIAL OFFICER since 1995. Age 43.

WILLIAM P. LINK, PRESIDENT AND CHIEF EXECUTIVE OFFICER, Prudential HealthCare
Group since 1995; 1987-90: Senior Vice President. Age 49.

JOHN V. SCICUTELLA, OPERATIONS AND SYSTEMS EXECUTIVE OFFICER since 1995. Age 47.

ERIC A. SIMONSON, PRESIDENT, Private Asset Management Group since 1995; 1989-94
Senior Managing Director. Age 50.

WILLIAM F. YELVERTON, CHIEF EXECUTIVE OFFICER, Individual Insurance Group since
1995. Age 54.

MARTIN BERKOWITZ, SENIOR VICE PRESIDENT AND COMPTROLLER since 1995. Age 47.

WILLIAM M. BETHKE, SENIOR VICE PRESIDENT since 1986. Age 48.

STEPHEN R. BRASWELL, SENIOR VICE PRESIDENT since 1983. Age 54.

ROBERT M. CHMELY, SENIOR VICE PRESIDENT since 1988. Age 61.

WILLIAM D. FRIEL, SENIOR VICE PRESIDENT since 1993; 1988-92: Vice President. Age
56.

JAMES R. GILLEN, SENIOR VICE PRESIDENT AND GENERAL COUNSEL since 1984. Age 58.

BRUCE J. GOODMAN, SENIOR VICE PRESIDENT since 1993. Age 54.

SAMUEL H. HAVENS, SENIOR VICE PRESIDENT since 1989; 1985-89: Vice President. Age
52.

IRA J. KLEINMAN, SENIOR VICE PRESIDENT since 1992; 1978-92: Vice President. Age
48.

DONALD C. MANN, SENIOR VICE PRESIDENT since 1990; 1985-90: Vice President. Age
53.

PRISCILLA A. MYERS, SENIOR VICE PRESIDENT AND AUDITOR since 1995. Age 46.

RICHARD O. PAINTER, PRESIDENT, Prudential Insurance & Financial Services since
1995. Age 48.

I. EDWARD PRICE, SENIOR VICE PRESIDENT SINCE 1993; 1990-93; Senior Vice
President and Company Actuary.
1986-90: Senior Vice President. Age 53.

KIYOFUMI SAKAGUCHI, PRESIDENT, Prudential International Insurance since 1995.
Age 53.

GREGORY W. SCOTT, CHIEF FINANCIAL OFFICER, Prudential Healthcare Group since
1995. Age 42.

C. EDWARD CHAPLIN, VICE PRESIDENT AND TREASURER since 1995. Age 39.

SUSAN L. BLOUNT, VICE PRESIDENT AND SECRETARY since 1995. Age 38.

16
<PAGE>
SALE OF THE CONTRACTS

Prudential offers the Contracts on a continuous basis through Corporate Office,
regional home office and group sales office employees in those states in which
the Contracts may be lawfully sold. It may also offer the Contracts through
licensed insurance brokers and agents, or through appropriately registered
direct or indirect subsidiary(ies) of Prudential, provided clearances to do so
are obtained in any jurisdiction where such clearances may be necessary. During
1995, 1994, and 1993, Prudential received $146,870 $24,016, and $17,485,
respectively, as deferred sales charges from VCA-10. $305,297, $280,494, and
$82,543, respectively, were credited to other broker-dealers for the same
periods in connection with sales of the contracts. During 1995, 1994, and 1993,
Prudential received $17,399, $16,777, and $10,159, respectively, from VCA-11 as
deferred sales charges and credited $64,646, $56,437, and $26,232, respectively,
to other broker-dealers in connection with sales of the contracts. During 1995,
1994, and 1993, Prudential received $151,147, $62,145, and $46,085 from VCA-24
as deferred sales charges and credited $1,128,432, $1,053,343, and $373,022 re-
spectively to other broker-dealers in connection with sales of the contracts.

EXPERTS

The financial statements for VCA-10, VCA-11 and VCA-24 included in this
Statement of Additional Information and the condensed financial information for
VCA-10 and VCA-11 in the Prospectus have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports appearing herein, and the
financial statements have been included in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing. Deloitte
& Touche's business address is Two Hilton Court, Parsippany, New Jersey
07054-0319.

Financial Statements for VCA-10, VCA-11, VCA-24 and Prudential, all as of
December 31, 1995, are included in this Statement of Additional Information,
beginning at page 18.

17
<PAGE>
VCA-10

REPORT OF MANAGEMENT

(FROM THE 1995 MEDLEY REPORT TO PARTICIPANTS)

The accompanying financial statements and all information in the annual report
are the responsibility of management of The Prudential Insurance Company of
America (The Prudential). These financial statements have been prepared in
accordance with generally accepted accounting principles, and necessarily
include amounts based on best estimates and judgments. Information presented in
one section of the annual report is consistent with information dealing with the
same or substantially similar subject matter presented elsewhere in the annual
report.

The system of internal controls for VCA-10 is an integral part of that for The
Prudential. This system is designed to provide reasonable assurance that assets
are safeguarded and that transactions are properly recorded and executed in
accordance with proper authorization. The concept of reasonable assurance is
based on the premise that the cost of internal controls should not exceed the
benefits derived. In addition, The Prudential maintains a professional staff of
internal auditors who monitor VCA-10's control structure through periodic
reviews and tests of the control aspects of accounting, financial and operating
activities. The internal auditors coordinate their program with that of the
independent certified public accountants.

The financial statements have been audited by Deloitte & Touche LLP, Certified
Public Accountants. The Independent Auditors' Report, which appears in this
annual report, expresses an independent professional opinion on the fairness of
presentation, in all material respects, of management's financial statements.
The auditors review VCA-10's financial and accounting controls and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatements.

The Prudential's Board of Directors, through its Auditing Committee, and the
VCA-10 Committee monitor management's fulfillment of its responsibilities for
accurate accounting, statement preparation and protection of assets. The
Auditing Committee is composed solely of outside directors and the VCA-10
Committee has a majority of outside members. Both The Prudential's Auditing
Committee and the outside members of the VCA-10 Committee meet with the
independent certified public accountants, management and internal auditors
periodically to evaluate each party's execution of their respective
responsibilities. Each has free and separate access to the Auditing and VCA-10
Committees to discuss accounting, financial reporting, internal control and
auditing matters.

Mark R. Fetting
Chairman
VCA-10 Committee

Mark B. Grier
Chief Financial Officer
The Prudential Insurance Company of America

18
<PAGE>
VCA-10

INDEPENDENT AUDITORS' REPORT

TO THE COMMITTEE OF AND PERSONS PARTICIPATING IN THE PRUDENTIAL VARIABLE
CONTRACT ACCOUNT-10:

We have audited the accompanying statement of net assets of The Prudential
Variable Contract Account-10 of The Prudential Insurance Company of America as
of December 31, 1995, the related statement of operations for the year then
ended, the statements of changes in net assets for each of the two years in the
period then ended, and the condensed financial information for each of the ten
years in the period then ended. These financial statements and condensed
financial information are the responsibility of the Account's management. Our
responsibility is to express an opinion on these financial statements and
condensed financial information based on our audits.

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

In our opinion, such financial statements and condensed financial information
present fairly, in all material respects, the financial position of The
Prudential Variable Contract Account-10 as of December 31, 1995, the results of
its operations, the changes in its net assets and the condensed financial
information for the respective stated periods in conformity with generally
accepted accounting principles.

Deloitte & Touche LLP
Parsippany, New Jersey
February 15, 1996

19
<PAGE>

FINANCIAL STATEMENTS OF VCA-10

STATEMENT OF NET ASSETS DECEMBER 31, 1995

<TABLE>
<CAPTION>
COMMON STOCK
INVESTMENTS [NOTE 2] SHARES MARKET VALUE
- --------------------------------------------------------------------
<S> <C> <C>
AEROSPACE/DEFENSE (3.1%)
Banner Aerospace+ 272,500 $ 1,566,875
Gen Corp. 137,700 1,686,825
General Motors Corp. (Class 'H' Stock) 67,000 3,291,375
Litton Industries, Inc.+ 81,200 3,613,400
UNC, Inc.+ 123,600 741,600
------------
10,900,075
- ---------------------------------------------------
AUTOS & TRUCKS (1.1%)
A.O. Smith Corp. 152,000 3,154,000
Modine Manufacturing Corp. 31,500 756,000
------------
3,910,000
- ---------------------------------------------------
CHEMICALS (6.7%)
Cytec Industries, Inc.+ 82,900 5,170,887
E.I. Dupont De Nemours & Co. 50,300 3,514,712
Imperial Chemical Industries (ADRs) 76,600 3,581,050
Mississippi Chemical Corp. 98,400 2,287,800
Olin Corp. 52,200 3,875,850
Uniroyal Chemical Corp.+ 284,000 2,343,000
W.R. Grace & Co. 42,000 2,483,250
------------
23,256,549
- ---------------------------------------------------
COMMUNICATIONS EQUIPMENT (0.6%)
Oak Industries, Inc.+ 104,300 1,942,588
- ---------------------------------------------------
COMPUTER HARDWARE (0.1%)
Insilco Corp.+ 14,600 465,375
- ---------------------------------------------------
CONSUMER SERVICES (0.5%)
ADT Ltd.+ 126,500 1,897,500
- ---------------------------------------------------
CONTAINERS & PACKAGING (1.3%)
Owens Illinois, Inc.+ 120,400 1,745,800
U.S. Can Corp.+ 201,000 2,713,500
------------
4,459,300
- ---------------------------------------------------
COSMETICS & SOAPS (0.4%)
Bush Boake Allen, Inc.+ 49,400 1,352,325
- ---------------------------------------------------
DIVERSIFIED CONSUMER PRODUCTS (2.4%)
Pittston Services Group 92,800 2,911,600
Whitman Corp. 231,500 5,382,375
------------
8,293,975
- ---------------------------------------------------
DRUGS & MEDICAL SUPPLIES (4.3%)
Gelman Sciences, Inc.+ 162,500 4,103,125
Guidant Corp. 19,000 802,750
Schering Plough Corp. 70,400 3,854,400
Warner Lambert Co. 31,500 3,059,438
Zeneca Group PLC (ADRs) 57,600 3,362,400
------------
15,182,113
- ---------------------------------------------------

<CAPTION>
COMMON STOCK
INVESTMENTS [NOTE 2] SHARES MARKET VALUE
- --------------------------------------------------------------------
<S> <C> <C>
ELECTRICAL EQUIPMENT (2.3%)
Belden, Inc. 108,800 $ 2,801,600
Cable Design Technologies+ 58,500 2,574,000
Littelfuse, Inc.+ 74,100 2,723,175
------------
8,098,775
- ---------------------------------------------------
ELECTRONICS (3.9%)
Anixter International+ 169,400 3,155,075
Marshall Industries+ 100,000 3,212,500
Methode Electronics, Inc. 357,500 5,094,375
Pioneer Standard Electronics 159,000 2,106,750
------------
13,568,700
- ---------------------------------------------------
ENGINEERING & CONSTRUCTION (0.9%)
Giant Cement Holding, Inc.+ 259,900 2,988,850
- ---------------------------------------------------
EXPLORATION & PRODUCTION (3.8%)
Basin Exploration, Inc.+ 160,400 791,975
Cabot Oil & Gas Corp. 133,000 1,945,125
Enron Oil & Gas 95,000 2,280,000
Oryx Energy Co.+ 200,600 2,683,025
Parker & Parsley Petroleum Co. 100,000 2,200,000
Santa Fe Energy Resources+ 117,600 1,131,900
Seagull Energy+ 59,200 1,317,200
Vintage Petroleum, Inc. 35,700 803,250
------------
13,152,475
- ---------------------------------------------------
FINANCIAL SERVICES (4.4%)
Allmerica Financial Corp.+ 15,400 415,800
American Express Co. 67,600 2,796,950
Dean Witter Discover & Co. 104,100 4,892,700
Financial Security Assurance Holding 51,000 1,268,625
Finova Group, Inc. 64,600 3,116,950
Travelers Group, Inc. 46,200 2,893,275
------------
15,384,300
- ---------------------------------------------------
FOOD/DRUG RETAIL (0.5%)
Eckerd Corp.+ 37,900 1,691,287
- ---------------------------------------------------
HOSPITAL MANAGEMENT (3.1%)
Community Health Systems+ 117,700 4,193,062
Tenet Healthcare+ 329,300 6,791,813
------------
10,984,875
- ---------------------------------------------------
HOUSING RELATED (2.4%)
Interco, Inc.+ 290,500 2,614,500
Mueller Industries, Inc.+ 100,000 2,925,000
Owens Corning Fiberglass Corp.+ 60,000 2,692,500
------------
8,232,000
- ---------------------------------------------------
</TABLE>

20
<PAGE>

FINANCIAL STATEMENTS OF VCA-10

STATEMENT OF NET ASSETS DECEMBER 31, 1995

<TABLE>
<CAPTION>
COMMON STOCK
INVESTMENTS [NOTE 2] SHARES MARKET VALUE
- --------------------------------------------------------------------
<S> <C> <C>
INSURANCE (8.4%)
Equitable of Iowa Companies 86,700 $ 2,785,237
NAC Re Corp. 75,000 2,700,000
National Re Corp. 74,400 2,827,200
Reinsurance Group of America 150,000 5,493,750
TIG Holdings, Inc. 114,000 3,249,000
Trenwick Group, Inc. 50,000 2,812,500
Unionamerica Holdings PLC+ 105,600 1,795,200
Western National Corp. 226,500 3,652,313
W.R. Berkley Corp. 71,700 3,853,875
------------
29,169,075
- ---------------------------------------------------
INTEGRATED PRODUCERS (0.7%)
Occidental Petroleum Corp. 120,500 2,575,688
- ---------------------------------------------------
MACHINERY (6.6%)
Applied Power Co. (Class 'A' Stock) 165,000 4,950,000
Bearings, Inc. Delaware 31,425 919,181
Donaldson, Inc. 100,000 2,512,500
Global Industrial Technologies+ 220,100 4,154,387
Greenfields Industries, Inc. 124,600 3,893,750
Idex Corp. 85,000 3,463,750
Regal Beloit Corp. 142,000 3,088,500
------------
22,982,068
- ---------------------------------------------------
MEDIA (8.4%)
Century Communication (Class 'A' Stock)+ 200,000 1,600,000
Comcast Corp. (Class 'A' Stock) 130,000 2,291,250
Comcast Corp. Special (Class 'A' Stock) 37,500 682,031
Cox Communication (Class 'A' Stock)+ 113,213 2,207,653
E.W. Scripps Co. (Class 'A' Stock) 60,000 2,362,500
Harcourt General, Inc. 40,800 1,708,500
Hollinger International (Class 'A'
Stock) 136,400 1,432,200
Lee Enterprises 160,000 3,680,000
Pulitzer Publishing Co. 31,000 1,480,250
Tele-Communications, Inc. TCI Group
(Series A)+ 170,000 3,378,750
Tele-Communications, Inc. Liberty Media
Group (Series A)+ 42,500 1,142,188
Time Warner, Inc. 115,000 4,355,625
Times Mirror Co. (Class A) 86,200 2,920,025
------------
29,240,972
- ---------------------------------------------------
<CAPTION>
COMMON STOCK
INVESTMENTS [NOTE 2] SHARES MARKET VALUE
- --------------------------------------------------------------------
<S> <C> <C>
MISCELLANEOUS-INDUSTRIAL (10.0%)
Allied Products 100,000 $ 2,400,000
Allied Signal, Inc. 33,800 1,605,500
Alltrista Corp.+ 138,000 2,484,000
Ametek, Inc. 110,000 2,062,500
Coltec Industries, Inc.+ 111,900 1,300,838
Crane Co. 60,400 2,227,250
Danaher Corp. 70,800 2,247,900
Figgie International, Inc. (Class 'A'
Stock)+ 250,000 2,593,750
Honeywell, Inc. 75,100 3,651,737
Jason, Inc.+ 160,600 1,043,900
Mark IV Industries, Inc. 138,965 2,744,559
Pentair, Inc. 88,900 4,422,775
Varlen Corp. 55,275 1,188,412
Wolverine Tube, Inc.+ 135,600 5,085,000
------------
35,058,121
- ---------------------------------------------------
NON-FERROUS METALS (1.5%)
The Carbide/Graphite Group+ 245,500 3,529,063
Ucar International, Inc.+ 52,600 1,775,250
------------
5,304,313
- ---------------------------------------------------
OFFICE EQUIPMENT & SUPPLIES (0.5%)
Lexmark International Group (Class 'A'
Stock)+ 97,200 1,773,900
- ---------------------------------------------------
RAILROADS (2.7%)
Canadian National Railway+ 16,800 252,000
Greenbrier Companies, Inc. 247,500 3,000,937
Illinois Central Corp. 73,600 2,824,400
Union Pacific Corp. 52,000 3,432,000
------------
9,509,337
- ---------------------------------------------------
REGIONAL BANKS (4.8%)
Bank of Boston Corp. 49,800 2,303,250
Cullen Frost Bankers, Inc. 75,000 3,750,000
First Bank System, Inc. 56,300 2,793,887
First Chicago NBD Corp. 56,472 2,230,644
Norwest Corp. 171,800 5,669,400
------------
16,747,181
- ---------------------------------------------------
RESTAURANTS (0.7%)
Morrison Restaurants, Inc. 50,000 700,000
Sbarro, Inc. 90,000 1,935,000
------------
2,635,000
- ---------------------------------------------------
RETAIL (1.3%)
Ethan Allen Interiors, Inc.+ 50,000 1,018,750
Haverty Furniture, Inc. 145,200 2,014,650
May Department Stores 32,100 1,352,213
------------
4,385,613
- ---------------------------------------------------
</TABLE>

21
<PAGE>

FINANCIAL STATEMENTS OF VCA-10

STATEMENT OF NET ASSETS DECEMBER 31, 1995

<TABLE>
<CAPTION>
COMMON STOCK
INVESTMENTS [NOTE 2] SHARES MARKET VALUE
- --------------------------------------------------------------------
<S> <C> <C>
SPECIALTY CHEMICALS (2.0%)
Ferro Corp. 134,800 $ 3,150,950
M.A. Hanna Co. 30,000 840,000
OM Group, Inc. 89,000 2,948,125
------------
6,939,075
- ---------------------------------------------------
STEEL (0.8%)
United Dominion Industries 134,500 2,908,563
- ---------------------------------------------------
TELECOMMUNICATION SERVICES (4.3%)
AT&T Corp. 47,100 3,049,725
Airtouch Communications, Inc.+ 33,500 942,188
Century Telephone Enterprises, Inc. 80,000 2,540,000
Frontier Corporation 170,600 5,118,000
MCI Communications Corp. 126,000 3,291,750
------------
14,941,663
- ---------------------------------------------------
TEXTILES/APPAREL (0.6%)
Fieldcrest Cannon, Inc.+ 118,800 1,960,200
- ---------------------------------------------------
TOTAL COMMON STOCKS (95.1%)
(Cost: $268,284,897) $331,891,831
- ---------------------------------------------------
<CAPTION>

PRINCIPAL
SHORT-TERM INVESTMENTS [NOTE 2] AMOUNT MARKET VALUE
<S> <C> <C>
- ---------------------------------------------------
REPURCHASE AGREEMENT
Goldman Sachs and Co., 5.80% yield,
12/29/95 - 01/02/96, Amount Due -
$17,085,003 (collateralized by
$17,465,535 U.S. Treasury Bonds,
7.25%, Due 08/15/22) $17,074,000 $ 17,082,252

International Bank for
Reconstruction, 5.544%
Discounted Note,
Due 03/13/96 160,000 158,256
- ---------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS (4.9%)
(Cost: $17,234,000) $ 17,240,508
- ---------------------------------------------------
TOTAL INVESTMENTS (100.0%)
(Cost: $285,518,897) $349,132,339
- ---------------------------------------------------
OTHER ASSETS, LESS LIABILITIES
Bank Overdraft $ (447,340)
Dividends and Interest Receivable 244,546
Receivables for Investments Sold 813,264
Payables for Investments Purchased (488,716)
Pending Transfers (165,274)
- ---------------------------------------------------
TOTAL OTHER ASSETS, LESS LIABILITIES (0.0%) $(43,520)
- ---------------------------------------------------
NET ASSETS (100%) $349,088,819
- ---------------------------------------------------
NET ASSETS REPRESENTING:
Equity of Participants
81,816,950 Accumulation Units at an Accumulation
Unit Value of $4.2431 (rounded) $347,161,142
Equity of The Prudential Insurance Company of America
1,927,677
- ---------------------------------------------------
$349,088,819
- --------------------------------------------------------------------
- --------------------------------------------------------------------
</TABLE>

The following abbreviations are used in portfolio descriptions:
ADR American Depositary Receipts
PLC Public Limited Company

+Non-income producing securities

SEE NOTES TO FINANCIAL STATEMENTS

22
<PAGE>

FINANCIAL STATEMENTS OF VCA-10

STATEMENT OF OPERATIONS

<TABLE>
<S> <C>
- -------------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31 1995
- -------------------------------------------------------------------------------------------------------------
INVESTMENT INCOME [NOTE 2]
Dividends $ 4,071,386
Interest 776,201
- ------------------------------------------------------------------------------------------------------------
4,847,587
EXPENSES [NOTE 3]
Fees Charged to Participants for Investment Management Services 755,791
Fees Charged to Participants for Administrative Expenses 2,267,378
- ------------------------------------------------------------------------------------------------------------
INVESTMENT INCOME-NET 1,824,418
- ------------------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS-NET
Realized Gain on Investments-Net 30,814,449
Unrealized Increase in Value of Investments-Net 37,773,296
- ------------------------------------------------------------------------------------------------------------
NET GAIN ON INVESTMENTS 68,587,745
- ------------------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 70,412,163
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
</TABLE>

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31 1995 1994
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
OPERATIONS
Investment Income-Net $ 1,824,418 $ 1,862,646
Realized Gain on Investments-Net 30,814,449 14,911,860
Unrealized Increase/(Decrease) In Value of Investments-Net 37,773,296 (16,570,990)
- -------------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS 70,412,163 203,516
- -------------------------------------------------------------------------------------------------------
CAPITAL TRANSACTIONS
Purchase Payments and Transfers in 57,125,760 56,061,218
Withdrawals and Transfers Out [Note 9] (45,844,459) (36,915,465)
Annual Account Charges Deducted from
Participants' Accounts [Note 4] (78,996) (69,867)
Deferred Sales Charge [Note 5] (146,870) (24,016)
- -------------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS
RESULTING FROM CAPITAL TRANSACTIONS 11,055,435 19,051,870
- -------------------------------------------------------------------------------------------------------
TOTAL INCREASE IN NET ASSETS 81,467,598 19,255,386
NET ASSETS
Beginning of Year 267,621,221 248,365,835
- -------------------------------------------------------------------------------------------------------
End of Year $ 349,088,819 $ 267,621,221
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

23
<PAGE>
NOTES TO FINANCIAL STATEMENTS OF VCA-10
YEARS ENDED DECEMBER 31, 1995 AND 1994
- --------------------------------------------------------------------------------

NOTE 1: GENERAL

The Prudential Variable Contract Account-10 (VCA-10 or the Account) was
established by The Prudential Insurance Company of America (The
Prudential) under the laws of the State of New Jersey and is registered
as an open-end, diversified management investment company under the
Investment Company Act of 1940, as amended. VCA-10 has been designed
for use by employers (Contract-holders) in making retirement
arrangements on behalf of their employees (Participants). Its
investments are composed primarily of common stocks. All contractual
and other obligations arising under contracts participating in VCA-10
are general corporate obligations of The Prudential, although
Participants' payments from the Account will depend upon the investment
experience of the Account.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. INVESTMENTS

EQUITY SECURITIES

The value of securities (except options and fixed income securities
including convertible bonds) held in VCA-10 will be determined once
daily as of 5:00 P.M., New York time ("Valuation Time") using composite
pricing which reflects prices as of the close of business on all major
exchanges, on each day on which the New York Stock Exchange ("NYSE") is
open for trading and on any other day in which there is sufficient
trading in VCA-10's portfolio securities to result in a material change
in the value of the Account. A security that is traded on a national
securities exchange will be valued at the last sale price for such
security on any major exchange on which such security is traded as of
Valuation Time, or, in the absence of recorded sales on such exchange
on the valuation date, at the average of readily available bid and
asked prices on such exchange at the Valuation Time. Any security not
traded on a national securities exchange but traded in the
over-the-counter market for which quotations are furnished through the
nationwide automated quotation system approved by the National
Association of Securities Dealers, Inc. ("NASDAQ") will be valued based
on the last sale price as of the Valuation Time on each day on which
the NYSE is open for trading, or, in the absence of recorded sales on
such day, at the average of readily available bid and asked prices, as
established by NASDAQ at the Valuation Time. Unlisted securities not
quoted on NASDAQ are valued at the average of the quoted bid and asked
prices in the over-the-counter market at the Valuation Time. Portfolio
securities for which market quotations are not readily available will
be valued at fair value as determined in good faith under the direction
of the Account's Committee.

FIXED INCOME SECURITIES

Fixed income securities including convertible bonds are valued based on
prices provided by an industry-recognized pricing service when such
prices are believed to reflect the fair market value of such
securities. Fixed income securities including convertible bonds not
priced in this manner are valued at the mean of the last reported bid
and asked prices provided by principal market makers and recognized
securities dealers in such securities.

SHORT-TERM INVESTMENTS

Short-term investments having maturities of sixty days or less are
valued at amortized cost, which approximates market value. Amortized
cost is computed using the cost on the date of purchase, adjusted for
constant accrual of discount or amortization of premium to maturity.

REPURCHASE AGREEMENTS

Repurchase agreements may be considered loans of money to the seller of
the underlying security. VCA-10 will not enter into repurchase
agreements unless the agreement is fully collateralized, i.e., the
value of the underlying collateral securities is, and during the entire
term of the agreement remains, at least equal to the amount of the
'loan' including accrued interest. VCA-10 will take possession of the
collateral and will value it daily to assure that this condition is
met. In the event that a seller defaults on a repurchase agreement,
VCA-10 may incur a loss in the market value of the collateral as well
as disposition costs; and, if a party with whom VCA-10 had entered into
a repurchase agreement becomes insolvent, VCA-10's ability to realize
on the collateral may be limited or delayed and a loss may be incurred
if the collateral securing the repurchase agreement declines in value
during the insolvency proceedings.

24
<PAGE>
NOTES TO FINANCIAL STATEMENTS OF VCA-10
YEARS ENDED DECEMBER 31, 1995 AND 1994
- --------------------------------------------------------------------------------

OPTIONS

Options on stocks and stock indices traded on national securities
exchanges are valued as of the close of options trading on such
exchanges (which is currently 4:10 P.M., New York time) on the
valuation date. Stock index futures and options thereon which are
traded on commodities exchanges are valued as of the close of such
commodity exchanges (which is currently 4:15 P.M., New York time) on
the valuation date. The value of the option or future is based upon the
last sale price on the exchange on which the contract is traded or as
provided by NASDAQ or at the mean between the last bid and asked price
if such bid and asked price are of a more recent day than the last
trade price.

B. SECURITY TRANSACTIONS AND INCOME RECOGNITION

Income and realized and unrealized gains and losses on investments are
allocated to the Participants and The Prudential on a daily basis in
proportion to their respective equities in VCA-10. Realized gains and
losses from equity transactions are determined and accounted for on the
basis of average cost. Realized gains and losses from convertible bond
transactions are determined and accounted for on the basis of
identified cost. Dividend income is recorded on the ex-dividend date at
declared value. Interest income is accrued daily. Equity, long-term
bond and option transactions are recorded on the first business day
following the trade date, except that transactions on the last business
day of the year are recorded on that date. Short-term security
transactions are recorded on trade date.

C. TAXES

The operations of VCA-10 are part of, and are taxed with, the
operations of The Prudential. Under the current provisions of the
Internal Revenue Code, The Prudential does not expect to incur federal
income taxes on earnings of VCA-10 to the extent the earnings are
credited under the Contracts. As a result, the Unit Value of VCA-10 has
not been reduced by federal income taxes.

NOTE 3: EXPENSES

A daily charge, at an effective annual rate of 1.00% of the current
value of the Participant's equity in VCA-10, is paid to The Prudential.
Three quarters of this charge (0.75%) is for administrative expenses
not covered by the annual account charge, and one quarter (0.25%) is
for investment management services.

NOTE 4: ANNUAL ACCOUNT CHARGE

An annual account charge is deducted from the account of each
Participant at the time of withdrawal of the value of all of the
Participant's accounts or at the end of the accounting year by
cancelling Units. The charge will first be made against a Participant's
account under a fixed dollar annuity Companion Contract or fixed rate
option of the Non- Qualified Combination Contract. If the Participant
has no account under a Companion Contract or the fixed rate option, or
if the amount under the Companion Contract or the fixed rate option is
too small to pay the charge, the charge will be made against the
Participant's account in VCA-11. If the Participant has no VCA-11
account, or if the amount under that account is too small to pay the
charge, the charge will then be made against the Participant's VCA-10
account. If the Participant has no VCA-10 account, or if it is too
small to pay the charge, the charge will then be made against any one
or more of the Participant's accounts in VCA-24. The annual account
charge will not be greater than $20 and is paid to The Prudential.

NOTE 5: DEFERRED SALES CHARGE

A deferred sales charge is imposed upon that portion of certain
withdrawals which represents a return of contributions. The charge is
designed to compensate The Prudential for sales and other marketing
expenses. The maximum deferred sales charge is 7% on contributions
withdrawn from an account during the first two years of participation,
6% on contributions withdrawn during the third through fifth years, 4%
on contributions withdrawn during the sixth through tenth years, and 3%
on contributions withdrawn during the eleventh through fifteenth years.
No deferred sales charge is imposed upon contributions withdrawn for
any reason after fifteen years of participation in the Program. In
addition, no deferred sales charge is imposed upon contributions
withdrawn to purchase an annuity under a Contract, to provide a death
benefit, pursuant to a systematic withdrawal plan, to provide a minimum
distribution payment, or in cases of financial hardship or disability
retirement as determined pursuant to provisions of the employer's
retirement arrangement. Further, for all plans other than IRAs, no
deferred sales charge is imposed upon contributions withdrawn due to
resignation or retirement by the Participant or termination of the
Participant by the Contract-holder. Contributions transferred among
VCA-10, VCA-11, the Subaccounts of VCA-24, the Companion Contract, and
the fixed

25
<PAGE>
NOTES TO FINANCIAL STATEMENTS OF VCA-10
YEARS ENDED DECEMBER 31, 1995 AND 1994
- --------------------------------------------------------------------------------

rate option of the Non-Qualified Combination Contract are considered to
be withdrawals from the Account or Subaccount from which the transfer
is made, but no deferred sales charge is imposed upon them. They will,
however, be considered as contributions to the receiving Account or
Subaccount for purposes of calculating any deferred sales charge
imposed upon their subsequent withdrawal from it.

NOTE 6: PURCHASES AND SALES OF PORTFOLIO SECURITIES

For the year ended December 31, 1995, excluding short-term investments
and U.S. government securities, the aggregate cost of purchases and the
proceeds from sales of securities were $130,384,632 and $130,242,110,
respectively.

NOTE 7: UNIT TRANSACTIONS

The number of Units issued and redeemed for the years ended December
31, 1995 and 1994 is as follows:

<TABLE>
<S> <C> <C>
1995 1994
--------------------------------------------
Units issued 15,057,016 16,685,518
--------------------------------------------
Units redeemed 12,428,790 11,065,712
--------------------------------------------
</TABLE>

NOTE 8: RELATED PARTY TRANSACTIONS

For the year ended December 31, 1995, Prudential Securities
Incorporated, an indirect, wholly-owned subsidiary of The Prudential,
earned $0 in brokerage commissions from portfolio transactions executed
on behalf of VCA-10.

NOTE 9: PARTICIPANT LOANS

Loans are considered to be withdrawals from the Account from which the
loan amount was deducted, however no deferred sales charge is imposed
upon them. The principal portion of any loan repayment, however, will
be treated as a contribution to the receiving Account for purposes of
calculating any deferred sales charge imposed upon any subsequent
withdrawal. If the Participant defaults on the loan, for example by
failing to make required payments, the outstanding balance of the loan
will be treated as a withdrawal for purposes of the deferred sales
charge. The deferred sales charge will be withdrawn from the same
Accumulation Accounts, and in the same proportions, as the loan amount
was withdrawn. If sufficient funds do not remain in those Accumulation
Accounts, the deferred sales charge will be withdrawn from the
Participant's other Accumulation Accounts as well.

Withdrawals, transfers and loans from VCA-10 are considered to be
withdrawals of contributions until all of the Participant's
contributions to the Account have been withdrawn, transferred or
borrowed. No deferred sales charge is imposed upon withdrawals of any
amount in excess of contributions.

For the year ended December 31, 1995, $1,171,098 in participant loans
has been withdrawn from VCA-10 and $327,958 of principal has been
repaid to VCA-10. For the year ended December 31, 1994, $938,733 in
participant loans had been withdrawn from VCA-10 and $90,587 of
principal had been repaid to VCA-10. Loan repayments are invested in
Participant's account(s) as chosen by the Participant, which may not
necessarily be VCA-10. The initial loan proceeds may not necessarily
have originated solely from VCA-10.

26
<PAGE>

VCA-11

REPORT OF MANAGEMENT
(FROM THE 1995 MEDLEY REPORT TO PARTICIPANTS)

The accompanying financial statements and all information in the annual report
are the responsibility of management of The Prudential Insurance Company of
America (The Prudential). These financial statements have been prepared in
accordance with generally accepted accounting principles, and necessarily
include amounts based on best estimates and judgements. Information presented in
one section of the annual report is consistent with information dealing with the
same or substantially similar subject matter presented elsewhere in the annual
report.

The system of internal controls for VCA-11 is an integral part of that for The
Prudential. This system is designed to provide reasonable assurance that assets
are safeguarded and that transactions are properly recorded and executed in
accordance with proper authorization. The concept of reasonable assurance is
based on the premise that the cost of internal controls should not exceed the
benefits derived. In addition, The Prudential maintains a professional staff of
internal auditors who monitor VCA-11's control structure through periodic
reviews and tests of the control aspects of accounting, financial and operating
activities. The internal auditors coordinate their program with that of the
independent certified public accountants.

The financial statements have been audited by Deloitte & Touche LLP, Certified
Public Accountants. The Independent Auditors' Report, which appears in this
annual report, expresses an independent professional opinion on the fairness of
presentation, in all material respects, of management's financial statements.
The auditors review VCA-11's financial and accounting controls and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement.

The Prudential's Board of Directors, through its Auditing Committee, and the
VCA-11 Committee monitor management's fulfillment of its responsibilities for
accurate accounting, statement preparation and protection of assets. The
Auditing Committee is composed solely of outside directors and the VCA-11
Committee has a majority of outside members. Both The Prudential's Auditing
Committee and the outside members of the VCA-11 Committee meet with the
independent certified public accountants, management and internal auditors
periodically to evaluate each party's execution of their respective
responsibilities. Each has free and separate access to the Auditing and VCA-11
Committees to discuss accounting, financial reporting, internal control and
auditing matters.

Mark R. Fetting
Chairman
VCA-11 Committee

Mark B. Grier
Chief Financial Officer
The Prudential Insurance Company of America

27
<PAGE>

VCA-11

INDEPENDENT AUDITORS' REPORT

TO THE COMMITTEE OF AND PERSONS PARTICIPATING IN THE PRUDENTIAL VARIABLE
CONTRACT ACCOUNT-11:

We have audited the accompanying statement of net assets of The Prudential
Variable Contract Account-11 of The Prudential Insurance Company of America as
of December 31, 1995, the related statement of operations for the year then
ended, the statements of changes in net assets for each of the two years in the
period then ended, and the condensed financial information for each of the ten
years in the period then ended. These financial statements and condensed
financial information are the responsibility of the Account's management. Our
responsibility is to express an opinion on these financial statements and
condensed financial information based on our audits.

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

In our opinion, such financial statements and condensed financial information
present fairly, in all material respects, the financial position of The
Prudential Variable Contract Account-11 as of December 31, 1995, the results of
its operations, the changes in its net assets and the condensed financial
information for the respective stated periods in conformity with generally
accepted accounting principles.

Deloitte & Touche LLP
Parsippany, New Jersey
February 15, 1996

28
<PAGE>
FINANCIAL STATEMENTS OF VCA-11

STATEMENT OF NET ASSETS DECEMBER 31, 1995

<TABLE>
<CAPTION>
SHORT-TERM PRINCIPAL
INVESTMENTS [NOTE 2] AMOUNT VALUE
- --------------------------------------------------------------------
<S> <C> <C>
COMMERCIAL PAPER-U.S. (33.9%)
Aristar, Inc., 6.033% Notes, Due
01/30/96 $ 370,000 $ 368,212
Aristar, Inc., 5.857% Notes, Due
02/05/96 1,130,000 1,123,628
Aristar, Inc., 5.858% Notes, Due
02/06/96 2,315,000 2,301,573
Asset Securitization Coop. Corp., 5.820%
Notes, Due 01/12/96 300,000 299,468
A. H. Robins Co., Inc., 5.768% Notes,
Due 03/05/96 600,000 593,920
Chemical Banking Corp., 6.009% Notes,
Due 01/05/96 1,500,000 1,499,000
Countrywide Funding Corp., 5.861% Notes,
Due 02/14/96 2,563,000 2,544,784
Falcon Asset Securitization Corp.,
5.892% Notes, Due 01/31/96 1,600,000 1,592,200
Fleet Financial Group, 5.787% Notes, Due
01/30/96 2,451,000 2,439,647
Fleet Mortgage Group, 5.855% Notes, Due
01/25/96 3,800,000 3,785,307
Finova Capital Corp., 6.009% Notes, Due
01/04/96 1,300,000 1,299,355
Finova Capital Corp., 6.032% Notes, Due
01/16/96 2,600,000 2,593,532
Household International, Inc., 5.892%
Notes, Due 02/01/96 1,700,000 1,691,436
Newell Co., 5.833% Notes, Due 01/16/96 3,102,000 3,094,503
PHH Corporation, 5.886% Notes, Due
01/18/96 177,000 176,511
Whirlpool Corp., 5.819% Notes, Due
01/31/96 875,000 870,800
------------ ------------
26,383,000 26,273,876
- ---------------------------------------------------
OTHER CORPORATE DEBT-U.S. (40.2%)
(MASTER NOTES, MEDIUM TERM NOTES, ASSET BACKED SECURITIES, CORPORATE
BONDS)
Associates Corp. of North America,
6.506% Medium Term Note, Due 03/29/96 400,000 398,280

<CAPTION>
SHORT-TERM PRINCIPAL
INVESTMENTS [NOTE 2] AMOUNT VALUE
- --------------------------------------------------------------------
<S> <C> <C>
Associates Corp. of North America,
5.931% Corporate Bond, Due 02/15/96 $ 100,000 $ 99,826
Associates Corp. of North America,
5.862% Medium Term Note, Due 11/04/96 200,000 197,990
Dean Witter, Discover & Co., 6.013%
Medium Term Note, Due 03/04/96# 500,000 499,885
Deere & Company, 5.932% Medium Term
Note, Due 03/18/96 1,000,000 1,005,264
Ford Motor Credit Corp., 6.041%
Corporate Bond, Due 08/01/96 600,000 609,524
Ford Motor Credit Corp., 6.602%
Corporate Bond, Due 03/15/96 1,000,000 1,004,500
Ford Motor Credit Corp., 6.097% Medium
Term Note, Due 06/17/96# 300,000 300,227
Ford Motor Credit Corp., 5.894%
Corporate Bond, Due 05/15/96 1,500,000 1,512,666
General Electric Company, 5.900%
Corporate Bond, Due 05/01/96 1,000,000 1,006,334
General Motors Acceptance Corp., 6.097%
Medium Term Note, Due 02/05/96 400,000 402,072
General Motors Acceptance Corp., 6.099%
Corporate Bond, Due 02/01/96 460,000 461,006
General Motors Acceptance Corp., 5.997%
Medium Term Note, Due 02/22/96# 260,000 260,029
General Motors Acceptance Corp., 5.902%
Medium Term Note, Due 05/15/96# 2,800,000 2,799,840
Goldman Sachs Group L.P., 6.188% Medium
Term Note, Due 01/09/97# 3,800,000 3,800,000
</TABLE>

29
<PAGE>
FINANCIAL STATEMENTS OF VCA-11

STATEMENT OF NET ASSETS DECEMBER 31, 1995

<TABLE>
<CAPTION>
SHORT-TERM PRINCIPAL
INVESTMENTS [NOTE 2] AMOUNT VALUE
- --------------------------------------------------------------------
<S> <C> <C>
Household Finance Corp., 6.559%
Corporate Bond, Due 02/15/96 $ 1,300,000 $ 1,304,351
Household Finance Corp., 5.890%
Corporate Bond, Due 11/01/96 1,150,000 1,167,530
International Lease Finance Corp.,
6.106% Corporate Bond, Due 06/01/96 525,000 526,065
John Deere Capital Corp., 6.241% Medium
Term Note, Due 07/22/96# 2,000,000 2,002,467
John Deere Owner Trust 1995 A-1, 6.000%
Asset Backed Security, Due 02/15/96# 955,094 955,094
Lehman Brothers Holdings, Inc., 6.142%
Master Note, Due 05/29/96# 3,000,000 3,000,000
Money Market Auto 1990-1 (ABSVRRN),
3.337% Asset Backed Security, Due
11/29/96# 400,000 400,000
Morgan Stanley Group, Inc., 3.592%
Corporate Bond, Due 12/16/96# 1,000,000 1,000,000
Morgan Stanley Group, Inc., 3.530%
Corporate Bond, Due 12/16/96# 1,000,000 1,000,000
Norwest Financial, Inc., 5.860% Medium
Term Note, Due 11/15/96 700,000 694,574
Sears Roebuck Acceptance Corp., 5.933%
Corporate Bond, Due 08/01/96 865,000 877,527
Sears Roebuck Acceptance Corp., 5.951%
Corporate Bond, Due 08/01/96 2,640,000 2,678,444
Transamerica Financial Corp., 6.010%
Corporate Bond, Due 07/15/96 250,000 249,787
Transamerica Financial Corp., 5.933%
Corporate Bond, Due 06/15/96 1,000,000 1,011,466
------------ ------------
31,105,094 31,224,748
- ---------------------------------------------------
<CAPTION>
SHORT-TERM PRINCIPAL
INVESTMENTS [NOTE 2] AMOUNT VALUE
- --------------------------------------------------------------------
<S> <C> <C>

OTHER BANK RELATED INSTRUMENTS-U.S. (20.8%)
(BANK NOTES, LOAN PARTICIPATIONS)
American Express Centurion Bank, 5.895%
Bank Note, Due 04/17/96# $ 1,300,000 $ 1,299,922
American Express Centurion Bank, 5.865%
Bank Note, Due 10/16/96# 2,600,000 2,599,600
Bank One Columbus, 5.811% Bank Note, Due
09/12/96# 2,900,000 2,898,534
Bank One Milwaukee, N.A., 5.853% Bank
Note, Due 09/05/96# 1,000,000 999,608
Engelhard Corp., 6.250% Loan
Participation, Due 01/03/96 1,916,000 1,916,000
Key Bank of New York, N.A., 5.791% Bank
Note, Due 09/06/96# 2,700,000 2,698,519
Morgan Stanley Group, Inc., 6.100% Loan
Participation, Due 01/02/96 565,000 565,000
Nationsbank Texas, 7.150% Bank Note, Due
02/06/96 2,000,000 1,999,694
Society National Bank Cleveland, 5.735%
Bank Note, Due 04/15/96 400,000 401,070
Society National Bank Cleveland, 6.499%
Bank Note, Due 04/25/96 750,000 748,855
------------ ------------
16,131,000 16,126,802
- ---------------------------------------------------
COMMERCIAL PAPER-FOREIGN (1.5%)
Cogentrix of Richmond, Inc., 5.861%
Notes, Due 01/11/96 790,000 788,723
Bat Capital Corp., 5.825% Notes, Due
01/16/96 355,000 354,142
------------ ------------
1,145,000 1,142,865
- ---------------------------------------------------
CERTIFICATES OF DEPOSIT-FOREIGN (1.3%)
Societe Generale, 5.820% Certificate of
Deposit, Due 01/22/96 1,000,000 1,000,000
- ---------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS (97.7%)
(Cost: $75,768,291) $ 75,768,291
- ---------------------------------------------------
</TABLE>

30
<PAGE>
FINANCIAL STATEMENTS OF VCA-11

STATEMENT OF NET ASSETS DECEMBER 31, 1995

<TABLE>
<CAPTION>
SHORT-TERM PRINCIPAL
INVESTMENTS [NOTE 2] AMOUNT VALUE
- --------------------------------------------------------------------
<S> <C> <C>
OTHER ASSETS, LESS LIABILITIES
Bank Overdraft $ (18,474)
Interest Receivable 629,768
Pending Transfers 1,157,314
- ---------------------------------------------------
TOTAL OTHER ASSETS, LESS LIABILITIES (2.3%) 1,768,608
- ---------------------------------------------------
NET ASSETS (100.0%) $77,536,899
- ---------------------------------------------------
<CAPTION>
SHORT-TERM PRINCIPAL
INVESTMENTS [NOTE 2] AMOUNT VALUE
- --------------------------------------------------------------------
<S> <C> <C>

NET ASSETS, REPRESENTING:
Equity of Participants
34,135,936 Units at a Unit Value of $2.2155
(rounded) $ 75,627,010
Equity of The Prudential Insurance Company of America
$ 1,909,889
- --------------------------------------------------------------------
$ 77,536,899
- --------------------------------------------------------------------
- --------------------------------------------------------------------

<FN>

#Indicates a variable rate security.
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

31
<PAGE>
FINANCIAL STATEMENTS OF VCA-11

STATEMENT OF OPERATIONS

<TABLE>
<S> <C>
- -----------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31 1995
- -----------------------------------------------------------------------------------------------------------
INVESTMENT INCOME [NOTE 2]
Interest $4,653,997
- -----------------------------------------------------------------------------------------------------------
EXPENSES [NOTE 3]
Fees Charged to Participants for Investment Management Services 186,577
Fees Charged to Participants for Administrative Expenses 559,729
- -----------------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $3,907,691
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
</TABLE>

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31 1995 1994
- ----------------------------------------------------------------------------------------
<S> <C> <C>
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 3,907,691 $ 2,390,610
- ----------------------------------------------------------------------------------------
CAPITAL TRANSACTIONS
Purchase Payments and Transfers In 64,383,901 52,961,340
Withdrawals and Transfers Out [Note 7] (67,160,389) (40,440,037)
Annual Account Charges Deducted from Participants'
Accounts
[Note 4] (40,200) (34,832)
Deferred Sales Charge [Note 5] (17,399) (16,777)
- ----------------------------------------------------------------------------------------
NET INCREASE/(DECREASE) IN NET ASSETS
RESULTING FROM CAPITAL TRANSACTIONS (2,834,087) 12,469,694
- ----------------------------------------------------------------------------------------
TOTAL INCREASE IN NET ASSETS 1,073,604 14,860,304
NET ASSETS
Beginning of Year 76,463,295 61,602,991
- ----------------------------------------------------------------------------------------
End of Year $ 77,536,899 $ 76,463,295
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

32
<PAGE>
NOTES TO FINANCIAL STATEMENTS OF VCA-11
YEARS ENDED DECEMBER 31, 1995 AND 1994
- --------------------------------------------------------------------------------

NOTE 1: GENERAL

The Prudential Variable Contract Account-11 (VCA-11 or the Account) was
established by The Prudential Insurance Company of America (The
Prudential) under the laws of the State of New Jersey and is registered
as an open-end, diversified management investment company under the
Investment Company Act of 1940, as amended. VCA-11 has been designed
for use by employers (Contract-holders) in making retirement
arrangements on behalf of their employees (Participants). Its
investments are primarily composed of short-term securities. All
contractual and other obligations arising under contracts participating
in VCA-11 are general corporate obligations of The Prudential, although
Participants' payments from the Account will depend upon the investment
experience of the Account.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. SHORT-TERM INVESTMENTS

Securities having a remaining maturity of 397 days or less are valued
at amortized cost which approximates market value. Amortized cost is
computed using the cost on the date of purchase adjusted for constant
accrual of discount or amortization of premium to maturity. The rate
displayed is the effective yield from the date of purchase to the date
of maturity.

B. SECURITY TRANSACTIONS AND INCOME RECOGNITION

Income on investments is allocated to the Participants and The
Prudential on a daily basis in proportion to their respective equities
in VCA-11. Interest income is accrued daily. Security transactions are
recorded on trade date.

C. TAXES

The operations of VCA-11 are part of, and are taxed with, the
operations of The Prudential. Under the current provisions of the
Internal Revenue Code, The Prudential does not expect to incur federal
income taxes on earnings of VCA-11 to the extent the earnings are
credited under the contracts. As a result, the Unit Value of VCA-11 has
not been reduced by federal income taxes.

NOTE 3: EXPENSES

A daily charge, at an effective annual rate of 1.00% of the current
value of the Participant's equity in VCA-11, is paid to The Prudential.
Three quarters of this charge (0.75%) is for administrative expenses
not covered by the annual account charge, and one quarter (0.25%) is
for investment management services.

NOTE 4: ANNUAL ACCOUNT CHARGE

NOTE 5: DEFERRED SALES CHARGE

33
<PAGE>
NOTES TO FINANCIAL STATEMENTS OF VCA-11
YEARS ENDED DECEMBER 31, 1995 AND 1994
- --------------------------------------------------------------------------------

disability retirement as determined pursuant to provisions of the
employer's retirement arrangement. Further, for all plans other than
IRAs, no deferred sales charge is imposed upon contributions withdrawn
due to resignation or retirement by the Participant or termination of
the Participant by the Contract-holder. Contributions transferred among
VCA-10, VCA-11, the Subaccounts of VCA-24, the Companion Contract, and
the fixed rate option of the Non-Qualified Combination Contract are
considered to be withdrawals from the Account or Subaccount from which
the transfer is made, but no deferred sales charge is imposed upon
them. They will, however, be considered as contributions to the
receiving Account or Subaccount for purposes of calculating any
deferred sales charge imposed upon their subsequent withdrawal from it.

NOTE 6: UNIT TRANSACTIONS

The number of Units issued and redeemed for the years ended December
31, 1995 and 1994 is as follows:

<TABLE>
<S> <C> <C>
1995 1994
--------------------------------------------
Units issued 29,949,209 25,656,212
--------------------------------------------
Units redeemed 31,261,514 19,628,580
--------------------------------------------
</TABLE>

NOTE 7: PARTICIPANT LOANS

Loans are considered to be withdrawals from the Account from which the
loan amount was deducted, however, no deferred sales charge is imposed
upon them. The principal portion of any loan repayment, however, will
be treated as a contribution to the receiving Account for purposes of
calculating any deferred sales charge imposed upon any subsequent
withdrawal. If the Participant defaults on the loan, for example by
failing to make required payments, the outstanding balance of the loan
will be treated as a withdrawal for purposes of the deferred sales
charge. The deferred sales charge will be withdrawn from the same
Accumulation Accounts, and in the same proportions, as the loan amount
was withdrawn. If sufficient funds do not remain in those Accumulation
Accounts, the deferred sales charge will be withdrawn from the
Participant's other Accumulation Accounts as well.

Withdrawals, transfers and loans from VCA-11 are considered to be
withdrawals of contributions until all of the Participant's
contributions to the Account have been withdrawn, transferred or
borrowed. No deferred sales charge is imposed upon withdrawals of any
amount in excess of contributions.

For the year ended December 31, 1995, $578,756 in participant loans has
been withdrawn from VCA-11 and $105,290 of principal has been repaid to
VCA-11. For the year ended December 31, 1994, $379,019 in participant
loans had been withdrawn from VCA-11 and $27,165 of principal had been
repaid to VCA-11. Loan repayments are invested in Participant's
account(s) as chosen by the Participant, which may not necessarily be
VCA-11. The initial loan proceeds may not necessarily have originated
solely from VCA-11.

34
<PAGE>

VCA-24

REPORT OF MANAGEMENT

(FROM THE 1995 MEDLEY REPORT TO PARTICIPANTS)

The system of internal controls for VCA-24 is an integral part of that for The
Prudential. This system is designed to provide reasonable assurance that assets
are safeguarded and that transactions are properly recorded and executed in
accordance with proper authorization. The concept of reasonable assurance is
based on the premise that the cost of internal controls should not exceed the
benefits derived. In addition, The Prudential maintains a professional staff of
internal auditors who monitor VCA-24's control structure through periodic
reviews and tests of the control aspects of accounting, financial and operating
activities. The internal auditors coordinate their program with that of the
independent certified public accountants.

The financial statements have been audited by Deloitte & Touche LLP, Certified
Public Accountants. The Independent Auditors' Report, which appears in this
annual report, expresses an independent professional opinion on the fairness of
presentation, in all material respects, of management's financial statements.
The auditors review VCA-24's financial and accounting controls and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement.

The Prudential's Board of Directors, through its Auditing Committee, monitors
management's fulfillment of its responsibilities for accurate accounting,
statement preparation and protection of assets. The Auditing Committee is
composed solely of outside directors and meets with the independent certified
public accountants, management and internal auditors periodically to evaluate
each party's execution of their respective responsibilities. Each has free and
separate access to the Auditing Committee to discuss accounting, financial
reporting, internal control and auditing matters.

Mark R. Fetting
President
Prudential Defined Contribution Services

Mark B. Grier
Chief Financial Officer
The Prudential Insurance Company of America

35
<PAGE>

VCA-24

INDEPENDENT AUDITORS' REPORT

TO THE CONTRACT-HOLDERS OF THE PRUDENTIAL VARIABLE CONTRACT ACCOUNT-24 AND THE
BOARD OF DIRECTORS OF THE PRUDENTIAL INSURANCE COMPANY OF AMERICA:

We have audited the accompanying statements of net assets of The Prudential
Variable Contract Account-24 of The Prudential Insurance Company of America
(comprising, respectively, the Equity, Diversified Bond, Flexible Managed,
Conservative Balanced, Stock Index, Global, and Government Income Subaccounts)
as of December 31, 1995, the related statements of operations for the year then
ended, and the statements of changes in net assets for each of the two years in
the period then ended. These financial statements are the responsibility of the
Account's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, such financial statements present fairly, in all material
respects, the financial position of each of the respective Subaccounts
constituting The Prudential Variable Contract Account-24 as of December 31,
1995, the results of their operations and the changes in their net assets for
the respective stated periods in conformity with generally accepted accounting
principles.

Deloitte & Touche LLP
Parsippany, New Jersey
February 15, 1996

36
<PAGE>
FINANCIAL STATEMENTS OF VCA-24

<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENTS OF NET ASSETS
December 31, 1995

<CAPTION>
SUBACCOUNTS
--------------------------------------------------------------------------------------------
DIVERSIFIED FLEXIBLE CONSERVATIVE GOVERNMENT
EQUITY BOND MANAGED BALANCED STOCK INDEX GLOBAL INCOME
------------ ----------- ------------ ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment in Shares of
The Prudential Series
Fund, Inc. Portfolios
at Net Asset Value
[Note 2].............. $317,403,914 $33,991,523 $113,383,046 $93,680,024 $140,599,394 $36,374,438 $25,605,692
Pending Transfers....... 119,282 129,306 298,342 366,646 1,239,389 270,464 96,681
------------ ----------- ------------ ----------- ------------ ----------- -----------
NET ASSETS.............. 317,523,196 34,120,829 113,681,388 94,046,670 141,838,783 36,644,902 25,702,373
NET ASSETS,
REPRESENTING:
Equity of
Participants........ 316,926,998 33,905,866 113,318,771 93,710,621 141,543,946 36,598,999 25,467,388
Equity of The
Prudential Insurance
Company of
America............. 596,198 214,963 362,617 336,049 294,837 45,903 234,985
------------ ----------- ------------ ----------- ------------ ----------- -----------
$317,523,196 $34,120,829 $113,681,388 $94,046,670 $141,838,783 $36,644,902 $25,702,373
------------ ----------- ------------ ----------- ------------ ----------- -----------
------------ ----------- ------------ ----------- ------------ ----------- -----------

STATEMENTS OF OPERATIONS
Year Ended December 31, 1995
<CAPTION>
SUBACCOUNTS
--------------------------------------------------------------------------------------------
DIVERSIFIED FLEXIBLE CONSERVATIVE STOCK GOVERNMENT
EQUITY BOND MANAGED BALANCED INDEX GLOBAL INCOME
------------ ----------- ------------ ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividend Distribution
Received............ $ 16,948,497 $2,156,979 $ 7,926,692 $6,800,453 $ 3,531,140 $1,228,619 $1,545,264
EXPENSES [NOTE 3]
Fees Charged to
Participants for
Administrative
Expenses............ 1,957,338 215,397 714,198 628,295 815,522 241,899 168,354
------------ ----------- ------------ ----------- ------------ ----------- -----------
INVESTMENT INCOME-NET... 14,991,159 1,941,582 7,212,494 6,172,158 2,715,618 986,720 1,376,910

Realized and Unrealized
Gain/ (Loss) on
Investments-Net.......
Realized Gain/(Loss) on
Investments-Net....... (24,800) (163,634) (263,188) (156,989) 199,314 (214,816) (133,824)
Unrealized Increase in
Value of
Investments-Net....... 52,353,370 3,426,514 12,940,009 6,602,930 29,686,462 3,588,062 2,562,570
------------ ----------- ------------ ----------- ------------ ----------- -----------
NET GAIN ON
INVESTMENTS........... 52,328,570 3,262,880 12,676,821 6,445,941 29,885,776 3,373,246 2,428,746
NET INCREASE IN NET
ASSETS RESULTING FROM
OPERATIONS............ $ 67,319,729 $5,204,462 $ 19,889,315 $12,618,099 $ 32,601,394 $4,359,966 $3,805,656
------------ ----------- ------------ ----------- ------------ ----------- -----------
------------ ----------- ------------ ----------- ------------ ----------- -----------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

37
<PAGE>

FINANCIAL STATEMENTS OF VCA-24

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
SUBACCOUNTS
----------------------------------------------------------------------------------------
DIVERSIFIED FLEXIBLE
EQUITY BOND MANAGED
---------------------------- ---------------------------- ----------------------------
YEARS ENDED DECEMBER 31 1995 1994 1995 1994 1995 1994
- ------------------------------
------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
NET INCREASE/(DECREASE) IN NET
ASSETS RESULTING FROM
OPERATIONS.................. $ 67,319,729 $ 3,683,694 $ 5,204,462 $ (950,397) $ 19,889,315 $ (2,808,337)
ACCUMULATION UNIT TRANSACTIONS
Purchase Payments and
Transfers In [Note 8]..... 78,369,879 65,892,826 10,872,319 8,453,804 25,939,820 27,554,349
Withdrawal and Transfers Out
[Note 8].................. (32,625,019) (26,512,808) (6,557,977) (8,339,324) (12,409,926) (11,787,729)
Annual Account Charges
Deducted from
Participants'
Accumulation Accounts
[Note 4].................. (70,848) (62,784) (8,556) (8,160) (22,989) (23,750)
Deferred Sales Charge [Note
5]........................ (68,298) (26,031) (11,081) (2,855) (19,532) (6,972)
------------- ------------- ------------- ------------- ------------- -------------
INCREASE IN NET ASSETS
RESULTING FROM ACCUMULATION
UNIT TRANSACTIONS........... 45,605,714 39,291,203 4,294,705 103,465 13,487,373 15,735,898
------------- ------------- ------------- ------------- ------------- -------------
TOTAL INCREASE/(DECREASE) IN
NET ASSETS.................. 112,925,443 42,974,897 9,499,167 (846,932) 33,376,688 12,927,561
NET ASSETS
Beginning of Year......... 204,597,753 161,622,856 24,621,662 25,468,594 80,304,700 67,377,139
------------- ------------- ------------- ------------- ------------- -------------
End of Year............... $ 317,523,196 $ 204,597,753 $ 34,120,829 $ 24,621,662 $ 113,681,388 $ 80,304,700
------------- ------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- ------------- ------------- -------------

CONSERVATIVE
BALANCED
----------------------------
YEARS ENDED DECEMBER 31 1995 1994
- ------------------------------
------------- -------------
<S> <C> <C>
NET INCREASE/(DECREASE) IN NET
ASSETS RESULTING FROM
OPERATIONS.................. $ 12,618,099 $ (1,186,990)
ACCUMULATION UNIT TRANSACTIONS
Purchase Payments and
Transfers In [Note 8]..... 19,428,383 21,956,428
Withdrawal and Transfers Out
[Note 8].................. (13,140,949) (10,391,865)
Annual Account Charges
Deducted from
Participants'
Accumulation Accounts
[Note 4].................. (26,993) (25,350)
Deferred Sales Charge [Note
5]........................ (22,291) (7,805)
------------- -------------
INCREASE IN NET ASSETS
RESULTING FROM ACCUMULATION
UNIT TRANSACTIONS........... 6,238,150 11,531,408
------------- -------------
TOTAL INCREASE/(DECREASE) IN
NET ASSETS.................. 18,856,249 10,344,418
NET ASSETS
Beginning of Year......... 75,190,421 64,846,003
------------- -------------
End of Year............... $ 94,046,670 $ 75,190,421
------------- -------------
------------- -------------
</TABLE>

<TABLE>
<CAPTION>
STOCK GOVERNMENT
INDEX GLOBAL INCOME
---------------------------- ---------------------------- ----------------------------
YEARS ENDED DECEMBER 31 1995 1994 1995 1994 1995 1994
- ------------------------------
------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
NET INCREASE/(DECREASE) IN NET
ASSETS RESULTING FROM
OPERATIONS.................. $ 32,601,394 $ 284,135 $ 4,359,966 $ (1,661,352) $ 3,805,656 $ (1,281,648)
ACCUMULATION UNIT TRANSACTIONS
Purchase Payments and
Transfers In [Note 8]..... 41,360,803 28,168,953 21,219,027 26,544,981 5,878,622 7,998,321
Withdrawal and Transfers Out
[Note 8] (14,006,587) (11,473,983) (17,369,898) (13,664,123) (4,231,878) (7,191,336)
Annual Account Charges
Deducted from
Participants'
Accumulation Accounts
[Note 4].................. (13,183) (13,939) (2,527) (2,860) (2,617) (2,516)
Deferred Sales Charge [Note
5] (14,549) (14,227) (7,245) (1,968) (8,151) (2,287)
------------- ------------- ------------- ------------- ------------- -------------
INCREASE IN NET ASSETS
RESULTING FROM ACCUMULATION
UNIT TRANSACTIONS........... 27,326,484 16,666,804 3,839,357 12,876,030 1,635,976 802,182
------------- ------------- ------------- ------------- ------------- -------------
TOTAL INCREASE/(DECREASE) IN
NET ASSETS.................. 59,927,878 16,950,939 8,199,323 11,214,678 5,441,632 (479,466)
NET ASSETS
Beginning of Year......... 81,910,905 64,959,966 28,445,579 17,230,901 20,260,741 20,740,207
------------- ------------- ------------- ------------- ------------- -------------
End of Year............... $ 141,838,783 $ 81,910,905 $ 36,644,902 $ 28,445,579 $ 25,702,373 $ 20,260,741
------------- ------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- ------------- ------------- -------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS
<PAGE>
Notes to Financial Statements of VCA-24
Years Ended December 31, 1995 and 1994
- --------------------------------------------------------------------------------

NOTE 1: GENERAL

The Prudential Variable Contract Account-24 (VCA-24 or the Account) was
established by The Prudential Insurance Company of America (The
Prudential) under the laws of the State of New Jersey and is registered
as a unit investment trust under the Investment Company Act of 1940, as
amended. VCA-24 has been designed for use by employers
(Contract-holders) in making retirement arrangements on behalf of their
employees (Participants).

The Account is comprised of seven Subaccounts. Each of the Subaccounts
invests in a corresponding portfolio of The Prudential Series Fund,
Inc. (the Fund). The Equity Subaccount invests in the Equity Portfolio,
the Diversified Bond Subaccount invests in the Diversified Bond
Portfolio, the Flexible Managed Subaccount in the Flexible Managed
Portfolio, the Conservative Balanced Subaccount in the Conservative
Balanced Portfolio, the Stock Index Subaccount in the Stock Index
Portfolio, the Global Subaccount in the Global Portfolio, and The
Government Income Subaccount in the Government Income Portfolio. All
contractual and other obligations arising under contracts participating
in VCA-24 are general corporate obligations of The Prudential, although
Participants' payments from the Account will depend upon the investment
experience of the Account.

NOTE 2: INVESTMENT INFORMATION

The number of shares of each portfolio of the Fund, the Net Asset Value
(NAV) per share for each portfolio held by the Subaccounts of VCA-24,
and the aggregate cost of investments in such shares as of December 31,
1995 are as follows:

<TABLE>
<CAPTION>
DIVERSIFIED FLEXIBLE CONSERVATIVE STOCK GOVERNMENT
EQUITY BOND MANAGED BALANCED INDEX GLOBAL INCOME
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Number of Shares 12,379,320 3,004,611 6,348,677 6,119,374 7,045,445 2,341,722 2,184,989
- ------------------------------------------------------------------------------------------------------
NAV per Share $ 25.6399 $ 11.3131 $ 17.8593 $ 15.3088 $ 19.9561 $ 15.5332 $ 11.7189
- ------------------------------------------------------------------------------------------------------
Cost at 12-31-95 $254,092,709 $32,236,650 $102,359,465 $87,929,297 $105,260,310 $31,258,174 $24,335,747
- ------------------------------------------------------------------------------------------------------
</TABLE>

NOTE 3: EXPENSES

A daily charge at an effective annual rate of 0.75% of the Net Asset
Value of each Subaccount of VCA-24 is paid to The Prudential for
administrative expenses not covered by the annual account charge.

NOTE 4: ANNUAL ACCOUNT CHARGE

An annual account charge is deducted from the account of each
Participant at the time of withdrawal of the value of all of the
Participant's accounts or at the end of the accounting year by
cancelling units. The charge will first be made against a Participant's
account under a fixed dollar annuity Companion Contract or fixed rate
option of the Non-Qualified Combination Contract. If the Participant
has no account under a Companion Contract or the fixed rate option, or
if the amount under the Companion Contract or the fixed rate option is
too small to pay the charge, the charge will be made against the
Participant's account in VCA-11. If the Participant has no VCA-11
account or if the amount under that account is too small to pay the
charge, the charge will then be made against the Participant's VCA-10
account. If the Participant has no VCA-10 account, or if it is too
small to pay the charge, the charge will then be made against any one
or more of the Participant's accounts in VCA-24. The annual account
charge will not exceed $20 and is paid to The Prudential.

NOTE 5: DEFERRED SALES CHARGE

A deferred sales charge is imposed upon the withdrawal of certain
purchase payments to compensate The Prudential for sales and other
marketing expenses. The maximum deferred sales charge is 7% on
contributions withdrawn during the first two years of participation, 6%
on contributions withdrawn during the third through fifth years, 4% on
contributions withdrawn during the sixth through tenth years, and 3% on
contributions withdrawn during the eleventh through fifteenth years. No
deferred sales charge is imposed upon contributions withdrawn for any
reason after fifteen years of participation in a Program. In addition,
no deferred sales charge is imposed upon contributions withdrawn to
purchase an annuity under a Contract, to provide a death benefit,
pursuant to a systematic withdrawal plan, to provide a minimum
distribution payment, or in cases of financial hardship or disability
retirement as determined pursuant to provisions of the employer's
retirement arrangement. Further, for all plans other than IRAs, no
deferred sales charge is imposed upon

39
<PAGE>
NOTES TO FINANCIAL STATEMENTS OF VCA-24
YEARS ENDED DECEMBER 31, 1995 AND 1994
- --------------------------------------------------------------------------------
contributions withdrawn due to resignation or retirement by the
Participant or termination of the Participant by
the Contract-holder. Contributions transferred among VCA-10, VCA-11,
the Subaccounts of VCA-24, the Companion Contract, and the fixed rate
option of the Non-Qualified Combination Contract are considered to be
withdrawals from the Account or Subaccount from which the transfer is
made, but no deferred sales charge is imposed upon them. They will,
however, be considered as contributions to the receiving Account or
Subaccount for purposes of calculating any deferred sales charge
imposed upon their subsequent withdrawal from it.

NOTE 6: TAXES

The operations of VCA-24 are part of, and are taxed with, the
operations of The Prudential. Under the current provisions of the
Internal Revenue Code, The Prudential does not expect to incur federal
income taxes on earnings of VCA-24 to the extent the earnings are
credited under the Contract. As a result, the Unit Value of VCA-24 has
not been reduced by federal income taxes.

NOTE 7: UNIT TRANSACTIONS

The number of units issued and redeemed during the year ended December
31, 1995 is as follows:

1995

<TABLE>
<CAPTION>
DIVERSIFIED FLEXIBLE CONSERVATIVE STOCK GOVERNMENT
EQUITY BOND MANAGED BALANCED INDEX GLOBAL INCOME
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Units issued 32,947,670 5,949,077 13,134,875 10,521,644 17,141,772 15,333,041 4,320,684
- ------------------------------------------------------------------------------------------------------
Units redeemed 13,876,916 3,626,392 6,444,519 7,242,876 5,962,523 12,632,811 3,171,341
- ------------------------------------------------------------------------------------------------------
</TABLE>

The number of units issued and redeemed during the year ended December
31, 1994 is as follows:

1994

<TABLE>
<CAPTION>
DIVERSIFIED FLEXIBLE CONSERVATIVE STOCK GOVERNMENT
EQUITY BOND MANAGED BALANCED INDEX GLOBAL INCOME
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Units issued 32,467,788 5,000,706 15,263,070 12,718,412 14,115,039 19,450,002 6,275,588
- ------------------------------------------------------------------------------------------------------
Units redeemed 13,129,215 4,906,946 6,568,889 6,056,615 5,771,986 10,078,803 5,691,522
- ------------------------------------------------------------------------------------------------------
</TABLE>

NOTE 8: PARTICIPANT LOANS

Loans are considered to be withdrawals from the Subaccount from which
the loan amount was deducted, however, no deferred sales charge is
imposed upon them. The principal portion of any loan repayment,
however, will be treated as a contribution to the receiving Subaccount
for purposes of calculating any deferred sales charge imposed upon any
subsequent withdrawal. If the Participant defaults on the loan by, for
example failing to make required payments, the outstanding balance of
the loan will be treated as a withdrawal for purposes of the deferred
sales charge. The deferred sales charge will be withdrawn from the same
Accumulation Accounts, and in the same proportions, as the loan amount
was withdrawn. If sufficient funds do not remain in those Accumulation
Accounts, the deferred sales charge will be withdrawn from the
Participant's other Accumulation Accounts as well.

Withdrawals, transfers and loans from each Subaccount of VCA-24 are
considered to be withdrawals of contributions until all of the
Participant's contributions to the Subaccount have been withdrawn,
transferred or borrowed. No deferred sales charge is imposed upon
withdrawals of any amount in excess of contributions.

40
<PAGE>
NOTES TO FINANCIAL STATEMENTS OF VCA-24
YEARS ENDED DECEMBER 31, 1995 AND 1994
- --------------------------------------------------------------------------------

For the year ended December 31, 1995, the amount of participant loans
that has been withdrawn from the Subaccounts and the amount of
principal that has been repaid to the Subaccounts is as follows:

1995

<TABLE>
<CAPTION>
DIVERSIFIED FLEXIBLE CONSERVATIVE STOCK GOVERNMENT
EQUITY BOND MANAGED BALANCED INDEX GLOBAL INCOME
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Loans $ 1,164,299 $ 183,629 $ 657,487 $ 392,252 $ 557,493 $ 223,882 $ 138,935
- ------------------------------------------------------------------------------------------------------
Repayments $ 279,845 $ 41,590 $ 145,416 $ 174,803 $ 145,250 $ 90,455 $ 13,393
- ------------------------------------------------------------------------------------------------------
</TABLE>

For the year ended December 31, 1994, the amount of participant loans
that was withdrawn from the Subaccounts and the amount of principal
that was repaid to the Subaccounts is as follows:

1994

<TABLE>
<CAPTION>
DIVERSIFIED FLEXIBLE CONSERVATIVE STOCK GOVERNMENT
EQUITY BOND MANAGED BALANCED INDEX GLOBAL INCOME
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Loans $ 619,162 $ 100,860 $ 331,831 $ 274,301 $ 315,157 $ 183,069 $ 51,430
- ------------------------------------------------------------------------------------------------------
Repayments $ 65,846 $ 10,295 $ 33,864 $ 25,486 $ 26,259 $ 17,114 $ 4,043
- ------------------------------------------------------------------------------------------------------
</TABLE>

Loan repayments are invested in Participant's account(s) as chosen by
the Participant, which may not necessarily be the Subaccount from which
the loan amount was deducted. The initial loan proceeds may not
necessarily have originated solely from the Subaccounts of VCA-24.

41
<PAGE>

INDEPENDENT AUDITORS' REPORT

TO THE BOARD OF DIRECTORS OF THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
NEWARK, NEW JERSEY

We have audited the accompanying consolidated statements of financial position
of The Prudential Insurance Company of America and subsidiaries as of December
31, 1995 and 1994, and the related consolidated statements of operations and
changes in surplus and asset valuation reserve and of cash flows for each of the
three years in the period ended December 31, 1995. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of The Prudential Insurance Company of
America and subsidiaries as of December 31, 1995 and 1994, and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 1995 in conformity with generally accepted accounting
principles.

Deloitte & Touche LLP
Parsippany, New Jersey
March 1, 1996

43
<PAGE>
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA AND SUBSIDIARIES

The following financial statements relate to the conditions and operations of
The Prudential Insurance Company of America and its subsidiaries, and should be
distinquished from the financial statements set forth on the preceding pages
which relate solely to VCA-10, VCA-11 and VCA-24 respectively. As explained
above, the values of the interests of Participants under the Contracts are
affected by the investment results of VCA-10, VCA-11 and VCA-24 respectively. It
should not be assumed that presentation of the following financial statements
alters or extends the benefits or protections to Participants described in this
Statement of Additional Information.

[Financial Statements of The Prudential Insurance Company of America and
Subsidiaries begin on page 45]

CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

CONSOLIDATED STATEMENTS
OF FINANCIAL POSITION

December 31,
1995 1994
-------- --------
(In Millions)

ASSETS
Fixed maturities .............................. $ 85,585 $ 78,620
Equity securities ............................. 1,937 2,327
Mortgage loans ................................ 23,680 26,199
Investment real estate ........................ 1,568 1,600
Policy loans .................................. 6,800 6,631
Other invested assets ......................... 4,019 5,147
Short-term investments ........................ 7,874 10,630
Securities purchased under
agreements to resell ......................... 5,130 5,591
Trading account securities .................... 3,658 6,341
Cash .......................................... 1,633 1,109
Accrued investment income ..................... 1,915 1,932
Premiums due and deferred ..................... 2,402 2,712
Broker-dealer receivables ..................... 8,136 8,164
Other assets .................................. 6,608 6,266
Assets held in Separate Accounts .............. 58,435 48,633
-------- --------
TOTAL ASSETS ................................... $219,380 $211,902
======== ========
LIABILITIES, AVR AND SURPLUS
Liabilities:
Policy liabilities and insurance reserves:
Future policy benefits and claims ............ $ 94,973 $ 98,354
Unearned premiums ............................ 836 1,144
Other policy claims and
benefits payable ............................ 1,932 1,848
Policy dividends ............................. 1,894 1,822
Policyholder account balances ................ 12,540 12,195
Securities sold under agreements
to repurchase ................................ 7,993 8,919
Notes payable and other borrowings ............ 9,157 12,009
Broker-dealer payables ........................ 6,083 6,198
Other liabilities ............................. 14,976 11,983
Liabilities related to Separate Accounts ...... 57,586 47,946
-------- --------
Total Liabilities .............................. 207,970 202,418
-------- --------
Asset Valuation Reserve (AVR) .................. 2,742 2,035
-------- --------
Surplus:
Capital Notes ................................. 984 298
Special surplus fund .......................... 1,274 1,097
Unassigned surplus ............................ 6,410 6,054
-------- --------
Total Surplus .................................. 8,668 7,449
-------- --------
TOTAL LIABILITIES, AVR
AND SURPLUS ................................... $219,380 $211,902
======== ========

CONSOLIDATED STATEMENTS OF
OPERATIONS AND CHANGES IN SURPLUS AND ASSET VALUATION RESERVE (AVR)

Years Ended December 31,
1995 1994 1993
------- ------- -------
(In Millions)

REVENUE
Premiums and annuity
considerations ........................... $27,413 $29,698 $29,982
Net investment income ..................... 9,844 9,595 10,090
Broker-dealer revenue ..................... 3,800 3,677 4,025
Realized investment
gains/(losses) ........................... 882 (450) 953
Other income .............................. 972 1,037 924
------- ------- -------
Total Revenue .............................. 42,911 43,557 45,974
------- ------- -------
BENEFITS AND EXPENSES
Current and future benefits
and claims ............................... 27,854 30,788 30,573
Insurance and underwriting
expenses ................................. 4,577 4,830 4,982
Limited partnership matters ............... 0 1,422 390
General, administrative and
other expenses ........................... 6,034 5,794 5,575
------- ------- -------
Total Benefits and Expenses ................ 38,465 42,834 41,520
------- ------- -------
Income from operations
before dividends
and income taxes .......................... 4,446 723 4,454
Dividends to policyholders ................. 2,519 2,290 2,339
------- ------- -------
Income/(loss) before
income taxes .............................. 1,927 (1,567) 2,115
Income tax provision/(benefit) ............. 1,348 (392) 1,236
------- ------- -------
NET INCOME/(LOSS) .......................... 579 (1,175) 879
Surplus, beginning of year ................. 7,449 8,004 7,365
Issuance of Capital Notes
(after net charge-off of
non-admitted prepaid
postretirement benefit
cost of $113 in 1993) ..................... 686 0 185
Net unrealized investment
gains/(losses) and change
in AVR .................................... (46) 620 (425)
------- ------- -------
SURPLUS, END OF YEAR ....................... 8,668 7,449 8,004
------- ------- -------
AVR, beginning of year ..................... 2,035 2,687 2,457
Increase/(decrease) in AVR ................. 707 (652) 230
------- ------- -------
AVR, END OF YEAR ........................... 2,742 2,035 2,687
------- ------- -------
TOTAL SURPLUS AND AVR ...................... $11,410 $ 9,484 $10,691
======= ======= =======

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

F-1

<PAGE>

CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31,
1995 1994 1993
-------- -------- --------
(In Millions)
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net income/(loss) ..................... $ 579 $(1,175) $ 879
Adjustments to reconcile net
income/(loss) to cash flows from
operating activities:
(Decrease)/increase in policy
liabilities and insurance
reserves ........................... (1,691) 1,289 2,747
Net increase in Separate
Accounts ........................... (162) (52) (59)
Realized investment
(gains)/losses ..................... (882) 450 (953)
Depreciation, amortization and
other non-cash items ............... 217 379 261
Gain on sale and results of
operations from reinsurance
segment ............................ (72) 0 0
Decrease/(increase) in
operating assets:
Mortgage loans ...................... (305) (226) (226)
Policy loans ........................ (169) (175) (174)
Securities purchased
under agreements to
resell ............................. 139 2,979 (2,049)
Trading account
securities ......................... 2,707 2,324 (2,087)
Broker-dealer
receivables ....................... 28 969 (1,803)
Other assets ........................ 205 3,254 (2,172)
(Decrease)/increase in
operating liabilities:
Securities sold under
agreements to repurchase ........... (475) (3,247) 1,134
Broker-dealer payables .............. (115) 788 1,280
Other liabilities ................... 501 (3,170) 1,794
-------- -------- --------
Cash Flows from Operating
Activities ........................... 505 4,387 (1,428)
-------- -------- --------
CASH FLOWS FROM
INVESTING ACTIVITIES:
Proceeds from the sale/maturity of:
Fixed maturities ..................... 100,317 90,914 100,023
Equity securities .................... 2,302 1,426 1,725
Mortgage loans ....................... 5,567 4,154 4,789
Investment real estate ............... 291 407 336
Other invested assets ................ 1,943 1,022 1,352
Property and equipment ............... 3 637 6
Sale of reinsurance segment .......... 790 0 0
Payments for the purchase of:
Fixed maturities ..................... (107,192) (91,032) (101,217)
Equity securities .................... (1,450) (1,535) (1,085)
Mortgage loans ....................... (3,002) (3,446) (3,530)
Investment real estate ............... (387) (161) (196)
Other invested assets ................ (515) (1,687) (531)
Property and equipment ............... (238) (392) (640)
Short-term investments (net) .......... 2,756 (4,281) (2,150)
Net change in cash placed as
collateral for securities loaned ..... 1,379 2,011 (589)
-------- -------- --------
Cash Flows from Investing
Activities ........................... $ 2,564 $ (1,963) $ (1,707)
-------- -------- --------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Net (payments)/proceeds of
short-term debt ...................... $ (2,489) $ (1,115) $ 1,106
Proceeds from the issuance of
long-term debt ....................... 763 345 1,228
Payments for the settlement of
long-term debt ....................... (1,376) (760) (721)
Proceeds/(payments) from
unmatched securities purchased
under agreements to resell ........... 322 1,086 (47)
(Payments)/proceeds for
unmatched securities sold under
agreements to repurchase ............. (451) (2,537) 1,707
Proceeds from the issuance of
Capital Notes ........................ 686 0 298
-------- -------- --------
Cash Flows from
Financing Activities ................. (2,545) (2,981) 3,571
-------- -------- --------
Net increase/(decrease)
in cash .............................. 524 (557) 436
Cash, beginning of year ............... 1,109 1,666 1,230
-------- -------- --------
CASH, END OF YEAR ..................... $ 1,633 $ 1,109 $ 1,666
======== ======== ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Income tax payments, net of refunds, made during 1995, 1994 and 1993 were $430
million, $64 million and $933 million, respectively. Interest payments made
during 1995, 1994 and 1993 were $1,413 million, $1,429 million and $1,171
million, respectively.

The 1995 amounts are presented net of the cash flow activities of the
reinsurance segment.

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

F-2
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

For The Years Ended December 31, 1995, 1994 and 1993

1. ACCOUNTING POLICIES AND PRINCIPLES

A. PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of
The Prudential Insurance Company of America ("Prudential"), a mutual life
insurance company, and its subsidiaries (collectively, "the Company"). The
activities of the Company cover a broad range of financial services,
including life and health care insurance, property and casualty insurance,
securities brokerage, asset management, investment advisory services, and
real estate development and brokerage. All significant intercompany
balances and transactions have been eliminated in consolidation.

B. BASIS OF PRESENTATION

The consolidated financial statements are presented in conformity with
generally accepted accounting principles ("GAAP"), which for mutual life
insurance companies and their insurance subsidiaries are statutory
accounting practices prescribed or permitted by the National Association of
Insurance Commissioners ("NAIC") and their respective domiciliary state
insurance departments. Prescribed statutory accounting practices include
publications of the NAIC, state laws, regulations and general
administrative rules. Permitted statutory accounting practices encompass
all accounting practices not so prescribed.

The Company, with permission from the New Jersey Department of Insurance
("the Department"), prepares an Annual Report that differs from the Annual
Statement filed with the Department in that subsidiaries are consolidated
and certain financial statement captions are presented differently.

Certain reclassifications have been made to the 1994 and 1993 financial
statements to conform to the 1995 presentation.

Management has used estimates and assumptions in the preparation of the
financial statements that affect the reported amounts of assets,
liabilities, revenue and expenses. Actual results could differ from those
estimates.

Life and General Insurance Operations--Life premiums are recognized as
income over the premium paying period of the related policies. Annuity
considerations are recognized as revenue when received. Health and property
and casualty premiums are earned ratably over the terms of the related
insurance and reinsurance contracts or policies. Expenses incurred in
connection with acquiring new insurance business, including such
acquisition costs as sales commissions, are charged to operations as
incurred.

Broker-Dealer Operations--The Company is engaged in the securities industry
in the United States, with operations in various foreign countries. Client
transactions are recorded on a settlement date basis. Securities and
commodities commission revenues and related expenses are accrued for client
transactions on a trade date basis. Investment banking revenue includes
advisory fees, selling concessions, management and underwriting fees, and
is recorded, net of related expenses, when the services are substantially
completed. Asset management and portfolio service fees are fees earned on
total assets under management and mutual funds sponsored by the Company and
third parties. Certain costs that are directly related to the sales of
mutual funds are deferred.

C. INVESTED ASSETS

Fixed maturities, which include long-term bonds and redeemable preferred
stock, are stated primarily at amortized cost.

Equity securities, which consist primarily of common stocks, are carried at
fair value.

Mortgage loans are stated primarily at unpaid principal balances. Mortgage
loans for non-life subsidiaries are recorded net of valuation reserves.

Investment real estate, except for real estate acquired in satisfaction of
debt, is carried at cost less accumulated straight-line depreciation,
encumbrances and permanent impairments in value. Real estate acquired in
satisfaction of debt, included in "Other assets," is carried at the lower
of cost or fair value less disposition costs.

Policy loans are stated at unpaid principal balances.

Other invested assets primarily represent the Company's investment in joint
ventures and other forms of partnerships. These investments are carried
primarily on the equity method where the Company has the ability to
exercise significant influence over the operating and financial policies of
the entity.

Short-term investments are stated at amortized cost, which approximates
fair value.

Securities purchased under agreements to resell and securities sold under
agreements to repurchase are collateralized financing transactions and are
carried at their contract amounts plus accrued interest. These agreements
are generally

F-3

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

collateralized by cash or securities with market values in excess of the
obligations under the contract. It is the Company's policy to take
possession of securities purchased under resale agreements, to value the
securities daily, and to require adjustment of the underlying collateral
when deemed necessary.

Trading account securities from broker-dealer operations are reported based
upon quoted market prices.

Securities lending is a program whereby securities are loaned to third
parties, primarily major brokerage firms. As of December 31, 1995 and 1994,
the estimated fair values of loaned securities were $7,982 million and
$8,506 million, respectively. Company and NAIC policies require a minimum
of 102% and 105% of the fair value of the domestic and foreign loaned
securities, respectively, to be separately maintained as collateral for the
loans. Cash collateral received is invested in short-term investments. The
offsetting collateral liability as of December 31, 1995 and 1994 is $5,690
million and $4,252 million, respectively. Non-cash collateral is recorded
in memorandum records and is not reflected in the consolidated financial
statements.

Derivative financial instruments--For the Company's non-insurance
subsidiaries, derivatives used for trading purposes are recorded at fair
value as of the reporting date. Realized and unrealized changes in fair
values are recognized in "Broker-dealer revenue" and "Other income" in the
period in which the changes occur. Gains and losses on hedges of existing
assets or liabilities are included in the carrying amount of those assets
or liabilities and are deferred and recognized in earnings in the same
period as the underlying hedged item. For interest rate swaps that qualify
for settlement accounting, the interest differential to be paid or received
under the swap agreements is accrued over the life of the agreements as a
yield adjustment. Gains and losses on early termination of derivatives that
modify the characteristics of designated assets and liabilities are
deferred and are amortized as an adjustment to the yield of the related
assets or liabilities over their remaining lives

Derivatives used in asset/liability risk management activities, which
support life and health insurance and annuity contracts, are recorded at
fair value with unrealized gains and losses recorded in "Net unrealized
investment gains/(losses) and change in AVR." Upon termination of
derivatives supporting life and health insurance and annuity contracts, the
interest-related gains and losses are amortized through the Interest
Maintenance Reserve (IMR).

D. SEPARATE ACCOUNTS

These assets and liabilities, reported at estimated market value, represent
segregated funds invested for pension and other clients. Investment risks
associated with market value changes are generally borne by the clients,
except to the extent of minimum guarantees made by the Company with respect
to certain accounts.

E. CAPITAL NOTES

Interest payments on the 1993 Capital Notes are preapproved by the
Department. This practice differs from that prescribed by the NAIC. The
NAIC practices provide for Insurance Commissioner approval of every
interest payment before the payment is made. The interest payments on the
Capital Notes issued in 1995 comply with prescribed NAIC practices.
Prudential has included all notes as a component of surplus (Note 7).

F. FUTURE APPLICATION OF ACCOUNTING STANDARDS

The Financial Accounting Standards Board (the "FASB") issued Interpretation
No. 40, "Applicability of Generally Accepted Accounting Principles to
Mutual Life Insurance and Other Enterprises," which, as amended, is
effective for fiscal years beginning after December 15, 1995.
Interpretation No. 40 changes the current practice of mutual life insurance
companies, with respect to utilizing statutory basis financial statements
for general purposes, in not allowing such financial statements to be
referred to as having been prepared in accordance with GAAP. Interpretation
No. 40 requires GAAP financial statements of mutual life insurance
companies to apply all GAAP pronouncements, unless specifically exempted.
Implementation of Interpretation No. 40 will require significant effort and
judgment. The Company is assessing the impact of Interpretation No. 40 on
its consolidated financial statements. Such effort has not been completed
and management currently believes surplus will increase significantly.

F-4

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

2. FUTURE POLICY BENEFITS, RESERVE FOR LOSSES AND LOSS EXPENSES

A. For life insurance, general insurance and annuities, unpaid claims and
claim adjustment expenses include estimates of benefits and associated
settlement expenses on reported claims and those which are incurred but not
reported.

Activity in the liability for unpaid claims and claim adjustment expenses
is:

1995 1994 1993
--------------------- --------------------- -----------------------
Accident Property Accident Property Accident Property
and and and and and and
Health Casualty Health Casualty Health Casualty
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
(In Millions)

Balance at January 1 ........................ $2,738 $5,116 $2,654 $4,869 $2,623 $4,712
Less reinsurance recoverables .............. 23 1,018 15 1,070 22 1,107
------ ------ ------ ------ ------ ------
Net balance at January 1 .................... 2,715 4,098 2,639 3,799 2,601 3,605
------ ------ ------ ------ ------ ------
Incurred related to:
Current year ............................... 8,062 2,387 7,398 2,541 7,146 2,364
Prior years ................................ (48) 95 (105) 158 (167) 109
------ ------ ------ ------ ------ ------
Total incurred .............................. 8,014 2,482 7,293 2,699 6,979 2,473
------ ------ ------ ------ ------ ------
Paid related to:
Current year ............................... 5,972 1,010 5,568 1,237 5,336 1,119
Prior years ................................ 1,807 959 1,649 1,163 1,605 1,160
------ ------ ------ ------ ------ ------
Total paid .................................. 7,779 1,969 7,217 2,400 6,941 2,279
------ ------ ------ ------ ------ ------
Less reinsurance
segment (Note 10) .......................... 0 2,326 0 0 0 0
------ ------ ------ ------ ------ ------
Net balance at December 31 .................. 2,950 2,285 2,715 4,098 2,639 3,799
Plus reinsurance recoverables .............. 15 819 23 1,018 15 1,070
------ ------ ------ ------ ------ ------
Balance at December 31 ...................... $2,965 $3,104 $2,738 $5,116 $2,654 $4,869
====== ====== ====== ====== ====== ======

</TABLE>

As a result of changes in estimates of insured events in prior years, the
declines of $48 million, $105 million and $167 million in the provision for
claims and claim adjustment expenses for accident and health business in
1995, 1994 and 1993, respectively, were due to lower-than-expected trends
in claim costs and an accelerated decline in indemnity health business.

As a result of changes in estimates of insured events in prior years, the
provision for claims and claim adjustment expenses for property and
casualty business (net of reinsurance recoveries of $88 million, $47
million and $120 million in 1995, 1994 and 1993, respectively) increased by
$95 million, $158 million and $109 million in 1995, 1994 and 1993,
respectively, due to increased loss development and reserve strengthening
for asbestos and environmental claims.

B. Reserves for individual life insurance are calculated using various
methods, interest rates and mortality tables, which produce reserves that
meet the aggregate requirements of state laws and regulations.
Approximately 39% of individual life insurance reserves are determined
using the net level premium method, or by using the greater of the net
level premium reserve or the policy cash value. About 54% of individual
life insurance reserves are calculated according to the Commissioner's
Reserve Valuation Method ("CRVM"), or methods which compare CRVM to policy
cash values. The remaining reserves include universal life reserves which
are equal to the greater of the policyholder account value less the
unamortized expense allowance and the policy cash value, or are for
supplementary benefits whose reserves are calculated using methods,
interest rates and tables appropriate for the benefit provided.

For group life insurance, about 56% of the reserves are associated with
extended death benefits. These reserves are primarily calculated using
modified group tables at various interest rates. The remainder are unearned
premium reserves (calculated using the 1960 Commissioner's Standard Group
Table), reserves for group life fund accumulations and other miscellaneous
reserves.

Reserves for deferred individual annuity contracts are determined using the
Commissioner's Annuity Reserve Valuation Method. These account for 72% of
the individual annuity reserves. The remaining reserves are equal to the
present value of future payments with the annuity mortality table and
interest rates based on the date of issue or maturity as appropriate.

Reserves for other deposit funds or other liabilities with life
contingencies reflect the contract deposit account or experience
accumulation for the contract and any purchased annuity reserves. For money
purchase annuities issued in Canada, the reserve equals the present value
of each deposit accumulated to the end of its guarantee period at its
guaranteed interest rate, discounted at the valuation interest rate.

F-5

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

Accident and health reserves represent the present value of the future
potential payments, discounted for contingencies and interest. The
remaining material reserves for active life reserves and unearned premiums
are valued using the preliminary term method, gross premium valuation
method, or a pro-rata portion of gross premiums. Reserves are also held for
amounts not yet due on hospital benefits and other coverages.

The reserve for guaranteed interest contracts, deposit funds and other
liabilities without life contingencies equal either the present value of
future payments discounted at the guaranteed rate or the fund value.

3. INCOME TAXES

Under the Internal Revenue Code ("the Code"), Prudential and its life
insurance subsidiaries are taxed on their gain from operations after
dividends to policyholders. In calculating this tax, the Code requires the
capitalization and amortization of policy acquisition expenses.

The Code also imposes an "equity tax" on mutual life insurance companies
based on an imputed surplus which, in effect, reduces the deduction for
policyholder dividends. The amount of the equity tax is estimated in the
current year based on the anticipated equity tax rate, and is adjusted in
subsequent years as the rate is finalized.

Prudential files a consolidated federal income tax return with all of its
domestic subsidiaries. Net operating losses of the non-life subsidiaries may
be used in this consolidated return, but are limited each year to the lesser
of 35% of cumulative eligible non-life subsidiary losses or 35% of life
company taxable income. The provision reported in the consolidated financial
statements also includes tax liabilities for foreign subsidiaries.

The non-insurance subsidiaries of the Company recognize deferred tax assets
and liabilities for the expected future tax consequences of events that have
been recognized in their financial statements. Included in "Income tax
provision/(benefit)" are deferred taxes of $109 million, $(477) million and
$21 million for the years ended December 31, 1995, 1994 and 1993,
respectively.

At December 31, 1995, the Company had consolidated non-life tax loss
carryforwards of $595 million which will expire between 1998 and 2010, if not
utilized.

4. INVESTED ASSETS

A. FIXED MATURITIES

The Company invests in both investment grade and non-investment grade
public and private fixed maturities. The Securities Valuation Office of the
NAIC rates the fixed maturities held by insurers for regulatory purposes
and groups investments into six categories ranging from highest quality
bonds to those in or near default. The lowest three NAIC categories
represent primarily high-yield securities and are defined by the NAIC as
including any security with a public agency rating equivalent to B+ or B1
or less. These securities approximate 0.9% and 1.6% of the Company's
consolidated assets at December 31, 1995 and 1994, respectively.

The carrying value and estimated fair value of fixed maturities at December
31, 1995 and 1994, are as follows:

1995
-------------------------------------------------
Gross Gross Estimated
Carrying Unrealized Unrealized Fair
Value Gains Losses Value
-------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
(In Millions)
U.S. Treasury securities and obligations of
U.S. government corporations and
agencies ..................................................... $16,494 $1,409 $ 1 $17,902
Obligations of U.S. states and their
political subdivisions ....................................... 1,365 70 2 1,433
Fixed maturities issued by foreign governments
and their agencies and political subdivisions ................ 3,641 275 4 3,912
Corporate securities .......................................... 58,998 4,792 108 63,682
Mortgage-backed securities .................................... 5,048 276 10 5,314
Other fixed maturities ........................................ 39 0 0 39
------- ------ ---- -------
Total ......................................................... $85,585 $6,822 $125 $92,282
======= ====== ==== =======
</TABLE>

F-6

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

1994
------------------------------------------------
Gross Gross Estimated
Carrying Unrealized Unrealized Fair
Value Gains Losses Value
-------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
(In Millions)

U.S. Treasury securities and obligations of
U.S. government corporations and agencies .................. $13,576 $ 122 $ 646 $13,052
Obligations of U.S. states and their
political subdivisions ..................................... 2,776 32 165 2,643
Fixed maturities issued by foreign governments
and their agencies and political subdivisions .............. 3,093 37 153 2,977
Corporate securities ........................................ 54,076 1,191 1,772 53,495
Mortgage-backed securities .................................. 4,889 82 148 4,823
Other fixed maturities ...................................... 210 0 0 210
------- ------ ------ -------
Total ....................................................... $78,620 $1,464 $2,884 $77,200
======= ====== ====== ========
</TABLE>

The carrying value and estimated fair value of fixed maturities at December
31, 1995, categorized by contractual maturity, are shown below. Actual
maturities may differ from contractual maturities because borrowers may
prepay obligations with or without call or prepayment penalties.

Estimated
Carrying Fair
Value Value
-------- ---------
(In Millions)

Due in one year or less .................... $ 398 $ 402
Due after one year through five years ...... 26,936 27,748
Due after five years through ten years ..... 23,124 24,637
Due after ten years ........................ 30,079 34,181
------- -------
80,537 86,968
Mortgage-backed securities ................. 5,048 5,314
------- -------
Total ...................................... $85,585 $92,282
======= =======

Proceeds from the sale and maturity of fixed maturities during 1995, 1994
and 1993 were $100,317 million, $90,914 million and $100,023 million,
respectively. Gross gains of $2,083 million, $693 million and $2,473
million and gross losses of $943 million, $2,009 million and $698 million
were realized on such sales during 1995, 1994 and 1993, respectively.

B. MORTGAGE LOANS

Mortgage loans at December 31, 1995 and 1994, are as follows:

1995 1994
-------------------- --------------------
Amount Percent Amount Percent
------ ------- ------ -------
<S> <C> <C> <C> <C>
(In Millions)
Commercial and agricultural loans:
In good standing ...................................... $17,792 75.1% $19,752 75.4%
In good standing
with restructured terms .............................. 976 4.1% 1,412 5.4%
Past due 90 days or more .............................. 145 0.6% 339 1.3%
In process of foreclosure ............................. 158 0.7% 387 1.5%
Residential loans ...................................... 4,609 19.5% 4,309 16.4%
------- ----- ------- -----
Total mortgage loans ................................... $23,680 100.0% $26,199 100.0%
======= ===== ======= =====

</TABLE>

At December 31, 1995, the Company's mortgage loans were collateralized by
the following property types: office buildings (29%), retail stores (20%),
residential properties (19%), apartment complexes (13%), industrial
buildings (10%), agricultural properties (7%) and other commercial
properties (2%). The mortgage loans are geographically dispersed throughout
the United States and Canada with the largest concentrations in California
(23%) and New York (9%). Included in these balances

F-7

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

are mortgage loans with affiliated joint ventures of $653 million and $684
million at December 31, 1995 and 1994, respectively.

C. INVESTMENT REAL ESTATE

Accumulated depreciation on investment real estate was $643 million and
$748 million at December 31, 1995 and 1994, respectively.

D. OTHER INVESTED ASSETS

The Company's net equity in joint ventures and other forms of partnerships
amounted to $2,612 million and $3,357 million as of December 31, 1995 and
1994, respectively. The Company's share of net income from such entities
was $326 million, $354 million and $375 million for 1995, 1994 and 1993,
respectively.

E. NET UNREALIZED INVESTMENT GAINS/(LOSSES)

Net unrealized investment gains/(losses), which result principally from
changes in the carrying values of invested assets, were $661 million, $(32)
million and $(195) million for the years ended December 31, 1995, 1994 and
1993, respectively.

F. ASSET VALUATION RESERVE AND INTEREST MAINTENANCE RESERVE

These reserves are required for life insurance companies under NAIC
regulations. The AVR is calculated based on a statutory formula and is
designed to mitigate the effect of valuation and credit-related losses on
unassigned surplus. The IMR captures net realized capital gains and losses
resulting from changes in the general level of interest rates. These gains
and losses are amortized into investment income over the expected remaining
life of the investments sold. At December 31, 1995, the components of AVR
are 67% for fixed maturities, equity securities and short-term investments;
21% for mortgage loans; and 12% for investment real estate and other
invested assets. The IMR balance at December 31, 1995 and 1994 was $1,191
million and $502 million, respectively. During 1995, 1994 and 1993, $775
million, $(929) million and $1,082 million of net realized investment
gains/(losses) were deferred, respectively.

G. RESTRICTED ASSETS AND SPECIAL DEPOSITS

Assets in the amounts of $6,271 million and $5,901 million at December 31,
1995 and 1994, respectively, were on deposit with governmental authorities
or trustees as required by law. Assets valued at $3,558 million and $5,855
million at December 31, 1995 and 1994, respectively, were maintained as
compensating balances or pledged as collateral for bank loans and other
financing agreements. Restricted cash and securities of $1,137 million and
$897 million at December 31, 1995 and 1994, respectively, were included in
the consolidated financial statements. The restricted cash represents funds
deposited by clients and funds accruing to clients as a result of trades or
contracts.

5. EMPLOYEE BENEFIT PLANS

A. PENSION PLANS

The Company has several defined benefit pension plans, which cover
substantially all of its employees. Benefits are generally based on career
average earnings and credited length of service. The Company's funding
policy for U.S. plans is to contribute annually the amount necessary to
satisfy the Internal Revenue Service contribution guidelines.

Employee pension benefit plan status is as follows:

September 30, 1995 September 30, 1994
------------------------ ------------------------
Assets Accumulated Assets Accumulated
Exceed Benefits Exceed Benefits
Accumulated Exceed Accumulated Exceed
Benefits Assets Benefits Assets
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
(In Millions)
Actuarial present value of benefit obligation:
Vested benefit obligation ..................................... $(3,270) $(236) $(2,749) $(207)
======= ===== ====== =====
Accumulated benefit obligation ................................ (3,572) (261) (3,025) (230)
======= ===== ====== =====
Projected benefit obligation ................................... (4,330) (297) (3,975) (272)
Plan assets at fair value ...................................... 6,688 206 5,524 180
------- ----- ------ -----
Plan assets in excess of projected benefit obligation .......... 2,358 (91) 1,549 (92)
Unrecognized transition amount ................................. (904) (4) (976) (4)
Unrecognized prior service cost ................................ 199 16 211 17
Unrecognized net (gain)/loss ................................... (753) 15 (18) 27
Additional minimum liability ................................... 0 (8) 0 (8)
------- ----- ------ -----
Prepaid/(accrued) pension cost ................................. $ 900 $ (72) $ 766 $ (60)
======= ===== ====== =====
</TABLE>

F-8

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993

Plan assets consist primarily of equity securities, bonds, real estate and
short-term investments, of which $4,974 million and $4,325 million are
included in Separate Account assets and liabilities at December 31, 1995
and 1994, respectively.

In compliance with statutory accounting principles, Prudential's prepaid
pension costs of $900 million and $766 million at December 31, 1995 and
1994, respectively, are considered non-admitted assets. These assets are
excluded from the consolidated assets and the changes in these non-admitted
assets were $134 million, $(19) million, and $142 million in 1995, 1994 and
1993, respectively.

The components of the net periodic pension (benefit)/expense for 1995, 1994
and 1993 are as follows:

1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
(In Millions)

Service cost--benefits earned during the year ............................. $ 133 $ 163 $ 133
Interest cost on projected benefit obligation ............................. 392 311 301
Actual return on assets ................................................... (1,288) 56 (854)
Net amortization and deferral ............................................. 629 (639) 301
Net curtailment gains and special termination benefits .................... 0 156 0
------- ----- -----
Net periodic pension (benefit)/expense .................................... $ (134) $ 47 $(119)
======= ===== =====

</TABLE>

The net reduction to surplus relating to the Company's pension plans is $0,
$28 million and $23 million in 1995, 1994 and 1993, respectively, which
considers the changes in Prudential's non-admitted prepaid pension asset of
$134 million, $(19) million and $142 million, respectively. The accounting
assumptions used by Prudential were:

As of September 30,
--------------------
1995 1994 1993
---- ---- ----
Discount rate ................................. 7.5% 8.5% 7.0%
Rate of increase in compensation levels ....... 4.5% 5.5% 5.0%
Expected long-term rate of return on assest ... 9.0% 9.0% 9.0%

The 1995 pension benefit for the Company's non-U.S. plans is $8 million.

B. POSTRETIREMENT BENEFITS

The Company provides certain life insurance and health care benefits for
its retired employees. Substantially all of the Company's employees may
become eligible to receive a benefit if they retire after age 55 with at
least 10 years of service.

Postretirement benefits, with respect to Prudential, are recognized in
accordance with prescribed NAIC policy. Prudential has elected to amortize
its transition obligation over 20 years. The Company's funding of its
postretirement benefit obligations totaled $48 million, $31 million and
$404 million in 1995, 1994 and 1993, respectively.

F-9

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

For The Years Ended December 31, 1995, 1994 and 1993

The postretirement benefit plan status is as follows:

September 30,
------------------
1995 1994
-------- -------
(In Millions)
Accumulated postretirement benefit obligation (APBO):
Retirees ............................................... $(1,526) $(1,337)
Fully eligible active plan participants ................ (152) (188)
------- -------
Total APBO ............................................... (1,678) (1,525)
------- -------
Plan assets at fair value ................................ 1,309 1,232
------- -------
Funded status ............................................ (369) (293)
Unrecognized transition amount ........................... 423 448
Unrecognized net loss/(gain) ............................. 1 (41)
------- -------
Prepaid postretirement benefit cost ...................... $ 55 $ 114
======= =======

Plan assets consist of group and individual variable life insurance
policies, group life and health contracts and short-term investments, of
which $990 million and $996 million are included in the Consolidated
Statement of Financial Position at December 31, 1995 and 1994,
respectively. In compliance with statutory accounting principles,
Prudential's prepaid postretirement benefit costs of $99 million and $127
million at December 31, 1995 and 1994, respectively, are considered
non-admitted assets. These assets are excluded from the consolidated assets
and the changes in these non-admitted assets of $(28) million, $(90)
million and $217 million in 1995, 1994 and 1993, respectively, are reported
in "General, administrative and other expenses" in 1995 and 1994, and in
"Issuance of Capital Notes" in 1993.

Net periodic postretirement benefit cost for 1995, 1994 and 1993 includes
the following components:

1995 1994 1993
----- ----- -----
<S> <C> <C> <C>
(In Millions)

Service cost .................................................. $ 56 $ 38 $ 41
Interest cost ................................................. 123 112 124
Actual return on plan assets .................................. (144) (98) (86)
Amortization of transition obligation ......................... 25 23 39
Other ......................................................... 47 (3) 77
Net curtailment and special termination benefits .............. 0 58 0
----- ---- ----
Net periodic postretirement benefit cost ...................... $ 107 $130 $195
===== ==== ====

</TABLE>

The net reduction to surplus relating to the Company's postretirement
benefit plans is $79 million, $40 million, and $412 million in 1995, 1994
and 1993, respectively, which considers the changes in the non-admitted
prepaid postretirement benefit cost of $(28) million, $(90) million and
$217 million in 1995, 1994 and 1993, respectively.

The accounting assumptions used by Prudential were:

As of September 30,
------------------------------------------
1995 1994 1993
--------- -------- -------
<S> <C> <C> <C>
Discount rate ............................................... 7.5% 8.5% 7.0%
Expected long-term rate of return on plan assets ............ 8.0% 9.0% 9.0%
Rate of increase in compensation levels ..................... 4.5% 5.5% 5.0%
Health care cost trend rates ................................ 8.9-13.3% 9.1-13.9% 9.5-14.7%
Ultimate health care cost trend rate at 2006 ................ 5.0% 6.0% 5.0%

</TABLE>

The effect of a 1% increase in health care cost trend rates on the
September 30, 1995, accumulated postretirement benefit obligation and
service and interest costs would be $138 million and $16 million,
respectively.

C. POSTEMPLOYMENT BENEFITS

The Company accrues for postemployment benefits primarily for life and
health benefits provided to former or inactive employees who are not
retirees. The net accumulated liability for these benefits at December 31,
1995 and 1994 was $102 million and $151 million, respectively. The Company
funded $45 million of postemployment benefits during 1995.

F-10

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

For The Years Ended December 31, 1995, 1994 and 1993

6. NOTES PAYABLE AND OTHER BORROWINGS

Notes payable and other borrowings consisted of the following:

December 31, 1995 December 31, 1994
------------------------- -------------------------
Weighted Weighted
Average Average
Balance Cost of Funds Balance Cost of Funds
-------- ------------- ------- -------------
<S> <C> <C> <C> <C>
(In Millions)
Short-term debt:
Commercial paper ........................... $3,711 5.8% $ 4,108 5.6%
Medium-term notes payable .................. 9 7.4% 204 4.8%
Other ...................................... 2,007 6.4% 4,876 5.8%
------ -------
Total Short Term ............................ 5,727 6.0% 9,188 5.7%
------ -------
Long-term debt:
Notes payable .............................. 1,309 7.2% 1,684 7.3%
Medium-term notes payable .................. 377 5.6% 535 5.9%
Euro medium-term notes payable ............. 537 6.0% 584 4.7%
Other ...................................... 1,207 6.2% 18 10.3%
------ -------
Total Long Term ............................. 3,430 6.5% 2,821 6.5%
------ -------
Total ....................................... $9,157 6.2% $12,009 5.9%
====== =======
</TABLE>

Scheduled repayments of long-term debt as of December 31, 1995, are as
follows: $321 million in 1996, $448 million in 1997, $868 million in 1998,
$667 million in 1999, $620 million in 2000, and $593 million thereafter.

As of December 31, 1995, the Company had $6,770 million in lines of credit
from numerous financial institutions of which $4,263 million were unused.

7. SURPLUS

A. Capital Notes

A summary of the outstanding Capital Notes as of December 31, 1995 is as
follows:

Principal Interest Maturity
Issue Date (Par) Rate Date
---------- --------- -------- --------
(In Millions)

April 1993 ................ $ 300 6.875% April 2003
June 1995 ................. 250 7.650% July 2007
July 1995 ................. 100 8.100% July 2015
June 1995 ................. 350 8.300% July 2025
------
Total ..................... $1,000
======

The notes are subordinate in right of payment to policyholder claims and to
senior indebtedness, and principal repayments are subject to a risk-based
capital test.

The net proceeds from the April 1993 notes, approximately $298 million,
were contributed to a voluntary employee benefit association trust to
prefund certain obligations of Prudential to provide postretirement medical
and other benefits. This resulted in a prepaid asset, which is non-admitted
for statutory purposes. The net increase to surplus from the issuance of
the notes, including a tax benefit of $104 million less the charge-off of
the non-admitted asset of $217 million, was $185 million (Note 5B).

B. SPECIAL SURPLUS FUND

In accordance with the requirements of various states, a special surplus
fund has been established for contingency reserves of $1,274 million and
$1,097 million as of December 31, 1995 and 1994, respectively.

8. FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair values presented on the next page have been determined using
available information and reasonable valuation methodologies. Considerable
judgment is applied in interpreting data to develop the estimates of fair
value. Accordingly, such estimates

F-11

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

For The Years Ended December 31, 1995, 1994 and 1993

presented may not be realized in a current market exchange. The use of
different market assumptions and/or estimation methodologies could have a
material effect on the estimated fair values. The following methods and
assumptions were used in calculating the fair values. (For all other
financial instruments presented in the table, the carrying value is a
reasonable estimate of fair value.)

Fixed Maturities--Fair values for fixed maturities, other than private
placement securities, are based on quoted market prices or estimates from
independent pricing services. Fair values for private placement securities
are estimated using a discounted cash flow model which considers the
current market spreads between the U.S. Treasury yield curve and corporate
bond yield curve, adjusted for the type of issue, its current credit
quality and its remaining average life. The fair value of certain
non-performing private placement securities is based on amounts provided by
state regulatory authorities.

Equity Securities--Fair value is based on quoted market prices, where
available, or prices provided by state regulatory authorities.

Mortgage Loans--The fair value of residential mortgages is based on recent
market trades or quotes, adjusted where necessary for differences in risk
characteristics. The fair value of the commercial mortgage and agricultural
loan portfolio is primarily based upon the present value of the scheduled
cash flows discounted at the appropriate U.S. Treasury rate, adjusted for
the current market spread for a similar quality mortgage. For certain
non-performing and other loans, fair value is based upon the value of the
underlying collateral.

Policy Loans--The estimated fair value of policy loans is calculated using
a discounted cash flow model based upon current U.S. Treasury rates and
historical loan repayments.

Derivative Financial Instruments--The fair value of swap agreements is
estimated based on the present value of future cash flows under the
agreements discounted at the applicable zero coupon U.S. Treasury rate and
swap spread. The fair value of forwards and futures is estimated based on
market quotes for a transaction with similar terms, while the fair value of
options is based principally on market quotes. The fair value of loan
commitments is estimated based on fees actually charged or those currently
charged for similar arrangements, adjusted for changes in interest rates
and credit quality subsequent to origination.

Investment-Type Insurance Contract Liabilities--Fair values for the
Company's investment-type insurance contract liabilities are estimated
using a discounted cash flow model, based on interest rates currently being
offered for similar contracts.

Notes Payable and Other Borrowings--The estimated fair value of notes
payable and other borrowings is based on the borrowing rates currently
available to the Company for debt with similar terms and maturities.

The following table discloses the carrying amounts and estimated fair
values of the Company's financial instruments at December 31, 1995 and
1994.

1995 1994
------------------------ -----------------------
Carrying Estimated Carrying Estimated
Amount Fair Value Amount Fair Value
--------- ---------- --------- ----------
<S> <C> <C> <C> <C>
(In Millions)
FINANCIAL ASSETS:
Fixed maturities ........................... $ 85,585 $ 92,282 $ 78,620 $77,200
Equity securities .......................... 1,937 1,937 2,327 2,327
Mortgage loans ............................. 23,680 24,268 26,199 24,955
Policy loans ............................... 6,800 7,052 6,631 6,018
Short-term investments ..................... 7,874 7,874 10,630 10,630
Securities purchased under
agreements to resell ...................... 5,130 5,130 5,591 5,591
Trading account securities ................. 3,658 3,658 6,341 6,341
Cash ....................................... 1,633 1,633 1,109 1,109
Broker-dealer receivables .................. 8,136 8,136 8,164 8,164
Assets held in Separate Accounts ........... 58,435 58,435 48,633 48,633
Derivative financial instruments ........... 1,473 1,640 1,219 1,268

FINANCIAL LIABILITIES:
Investment-type insurance contracts ........ 35,336 36,258 39,747 38,934
Securities sold under agreements to
repurchase ................................ 7,993 7,993 8,919 8,919
Notes payable and other borrowings ......... 9,157 9,231 12,009 11,828
Broker-dealer payables ..................... 6,083 6,083 6,198 6,198
Liabilities related to Separate
Accounts .................................. 57,586 57,586 47,946 47,946
Derivative financial instruments ........... 1,704 1,781 1,611 1,665

</TABLE>

F-12

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

For The Years Ended December 31, 1995, 1994 and 1993

9. DERIVATIVE AND OFF-BALANCE SHEET CREDIT-RELATED INSTRUMENTS

A. Derivative Financial Instruments

Derivatives, including swaps, forwards, futures, options, and loan
commitments subject to market risk, are used for trading and other
than trading activities (Note 1C). The following two tables summarize
the Company's outstanding positions on a gross basis before netting
pursuant to rights of offset, qualifying master netting agreements
with counterparties or collateral arrangements as of December 31, 1995
and 1994, respectively:

DERIVATIVE FINANCIAL INSTRUMENTS
As of December 31, 1995
(In Millions)
<TABLE>
<CAPTION>

Trading Other Than Trading Total
-------------------- -------------------- -------------------------------
Estimated Estimated Carrying Estimated
Notional Fair Value Notional Fair Value Notional Amount Fair Value
-------- ---------- -------- ---------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Swaps:
Assets ................. $12,720 $1,131 $ 114 $ 10 $12,834 $1,132 $1,141
Liabilities ............ 11,488 1,317 4,476 62 15,964 1,371 1,379
Forwards:
Assets ................. 20,351 291 2,281 33 22,632 305 324
Liabilities ............ 22,068 278 6,675 48 28,743 291 326
Futures:
Assets ................. 1,387 14 2,590 34 3,977 20 48
Liabilities ............ 3,065 18 1,821 11 4,886 24 29
Options:
Assets ................. 1,961 20 4,345 97 6,306 20 117
Liabilities ............ 1,700 17 2,724 20 4,424 18 37
Loan Commitments:
Assets ................. 0 0 123 10 123 (4) 10
Liabilities ............ 0 0 1,412 10 1,412 0 10
------- ------ ------- ---- ------- ------ ------
Total:
Assets ................. $36,419 $1,456 $ 9,453 $184 $45,872 $1,473 $1,640
======= ====== ======= ==== ======= ====== ======
Liabilities ............ $38,321 $1,630 $17,108 $151 $55,429 $1,704 $1,781
======= ====== ======= ==== ======= ====== ======
</TABLE>

F-13

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

For The Years Ended December 31, 1995, 1994 and 1993

DERIVATIVE FINANCIAL INSTRUMENTS
As of December 31, 1994
(In Millions)

Trading Other Than Trading Total
-------------------- -------------------- -------------------------------
Estimated Estimated Carrying Estimated
Notional Fair Value Notional Fair Value Notional Amount Fair Value
-------- ---------- -------- ---------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Swaps:
Assets ................. $13,852 $ 837 $ 184 $ 9 $14,036 $ 845 $ 846
Liabilities ............ 14,825 1,216 4,993 48 19,818 1,236 1,264
Forwards:
Assets ................. 21,988 300 2,720 24 24,708 312 324
Liabilities ............ 19,898 289 3,112 19 23,010 299 308
Futures:
Assets ................. 1,520 40 4,296 17 5,816 30 57
Liabilities ............ 1,878 35 505 3 2,383 35 38
Options:
Assets ................. 2,924 31 2,407 8 5,331 34 39
Liabilities ............ 3,028 38 2,217 2 5,245 40 40
Loan Commitments:
Assets ................. 0 0 212 2 212 (2) 2
Liabilities ............ 0 0 1,543 15 1,543 1 15
------- ------ ------- --- ------- ------ ------
Total:
Assets ................. $40,284 $1,208 $ 9,819 $60 $50,103 $1,219 $1,268
======= ====== ======= === ======= ====== ======
Liabilities ............ $39,629 $1,578 $12,370 $87 $51,999 $1,611 $1,665
======= ====== ======= === ======= ====== ======
</TABLE>

Derivatives Held for Trading Purposes--The Company uses derivatives
for trading purposes in securities broker-dealer activities and in a
limited-purpose swap subsidiary to meet the financial and hedging
needs of its customers. Net trading revenues for the years ended
December 31, 1995 and 1994, relating to forwards and futures and swaps
were $110 million, $42 million and $3 million, and $42 million, $33
million and $8 million, respectively. Net trading revenues for options
were not material. Average fair values for trading derivatives in an
asset position during the years ended December 31, 1995 and 1994 were
$1,394 million and $1,526 million, respectively, and for derivatives
in a liability position were $1,582 million and $1,671 million,
respectively. Of those derivatives held for trading purposes at
December 31, 1995, 55% of the notional amount consisted of interest
rate derivatives, 40% consisted of foreign currency derivatives, and
5% consisted of equity and commodity derivatives.

Derivatives Held for Purposes Other Than Trading--The Company uses
derivatives primarily for asset/liability risk management and to
reduce exposure to interest rate, currency and other market risks. Of
the total notional amount of derivatives held for purposes other than
trading at December 31, 1995, 16% were used by the Company to hedge
its investment portfolio to reduce interest rate, currency and other
market risks, and 84% were used to hedge interest rate risk related to
the Company's mortgage banking segment activities. Of those
derivatives held for purposes other than trading at December 31, 1995,
92% of notional consisted of interest rate derivatives and 8%
consisted of foreign currency derivatives.

B. Off-Balance Sheet Credit-Related Instruments

During the normal course of its business, the Company utilizes
financial instruments with off-balance sheet credit risk such as
commitments, financial guarantees, loans sold with recourse and
letters of credit. Commitments include commitments to purchase and
sell mortgage loans, the unfunded portion of commitments to fund
investments in private placement securities, and unused credit card
and home equity lines. The Company also provides financial guarantees
incidental to other transactions and letters of credit that guarantee
the performance of customers to third parties. These credit-related
financial instruments have off-balance sheet credit risk because only
their origination fees, if any, and accruals for probable losses, if
any, are recognized until the obligation under the instrument is
fulfilled or expires. These instruments can extend for several years
and expirations are not concentrated in any period. The Company seeks
to control credit risk associated with these instruments by limiting
credit, maintaining collateral where customary and appropriate, and
performing other monitoring procedures.

The notional amount of these instruments, which represents the
Company's maximum exposure to credit loss from other parties'
non-performance, was $15,498 million and $17,389 million at December
31, 1995 and 1994, respectively. Because many of these amounts expire
without being advanced in whole or in part, the notional amounts do
not represent future cash

F-14

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

For The Years Ended December 31, 1995, 1994 and 1993

flows. The above notional amounts include $6,001 million and $4,150
million of unused available lines of credit under credit card and home
equity commitments as of December 31, 1995 and 1994, respectively. The
Company has not experienced, and does not anticipate experiencing, all
of its customers exercising their entire available lines of credit at
any given point in time. The estimated fair value of off-balance sheet
credit-related instruments was $(67) million and $(91) million at
December 31, 1995 and 1994, respectively.

10. DIVESTITURES

In October 1995, the Company completed the sale of its reinsurance segment,
Prudential Reinsurance Holdings, Inc. ("Holdings"), through an initial
public offering of common stock. As a result of the sale, an after-tax gain
of $72 million was recorded in 1995.

In March 1995, the Company announced its intention to sell its mortgage
banking segment. On January 26, 1996, the Company entered into a definitive
agreement to sell substantially all the assets of Prudential Home Mortgage
Company, Inc. and it has also liquidated certain mortgage-backed securities
and extended warehouse loans. The Company recorded an after-tax loss of $98
million, which includes operating gains and losses, asset write downs, and
other costs directly related to the planned sale. The Company continues to
have discussions with prospective buyers for the sale of the remaining
assets.

A summary of the assets and liabilities of the mortgage banking segment at
December 31 follows:

ASSETS AND LIABILITIES OF MORTGAGE BANKING SEGMENT

1995 1994
------ ------
(In Millions)

Total assets ............................ $4,293 $4,357
Total liabilities ....................... 4,215 4,199
------ ------
Net assets .............................. $ 78 $ 158
====== ======

11. CONTINGENCIES

A. Aggregate Stop Loss Retrocession Agreement

As a result of the sale of Holdings, in 1995, Prudential Reinsurance
(a Holdings subsidiary) and Gibraltar Casualty Co. (a Prudential
subsidiary) entered into an Aggregate Stop Loss Agreement. The Stop
Loss Agreement is intended to mitigate the impact on Prudential
Reinsurance of adverse development of loss reserves as of June 30,
1995, of up to $375 million of the first $400 million of adverse
development. The Company has recorded a loss reserve of $230 million
as of December 31, 1995.

B. Environmental and Asbestos-Related Claims

The Company receives claims under expired contracts which assert
alleged injuries and/or damages relating to or resulting from toxic
torts, toxic waste and other hazardous substances. The liabilities for
such claims cannot be estimated by traditional reserving techniques.
As a result of judicial decisions and legislative actions, the
coverage afforded under these contracts may be expanded beyond their
original terms. Extensive litigation between insurers and insureds
over these issues continues and the outcome is not predictable. In
establishing the unpaid claim reserves for these losses, management
considered the available information. However, given the expansion of
coverage and liability by the courts and legislatures in the past, and
potential for other unfavorable trends in the future, the ultimate
cost of these claims could increase from the levels currently
established.

C. Lawsuits

Various lawsuits against the Company have arisen in the course of the
Company's business. In certain of these matters, large and/or
indeterminate amounts are sought.

Several purported class actions and individual actions have been
brought against the Company on behalf of those persons who purchased
life insurance policies allegedly because of deceptive sales practices
engaged in by the Company and its insurance agents in violation of
state and federal laws. The sales practices alleged to have occurred
are contrary to Company policy. Some of these cases seek very
substantial damages while others seek unspecified compensatory,
punitive and treble damages. The Company intends to defend these cases
vigorously.

F-15

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

For The Years Ended December 31, 1995, 1994 and 1993

In response to this litigation, several state insurance departments
have initiated market conduct examinations relating to Prudential's
sales practices. The Attorney General of one state has conducted an
investigation and made its report to the state insurance commissioner.
Another Attorney General has also made inquiries. The New Jersey
Insurance Commissioner is leading a multi-state task force of
insurance commissioners to examine life insurance industry sales and
marketing practices. There are now approximately thirty insurance
departments participating in this effort. The Company is cooperating
fully in this examination.

Litigation is subject to many uncertainties, and given the complexity
and scope of these suits, their outcome cannot be predicted. It is
also not possible to predict the likely results of any regulatory
inquiries or their effect on litigation which might be initiated in
response to widespread media coverage of these matters.

Accordingly, management is unable to make a meaningful estimate of the
amount or range of loss that could result from an unfavorable outcome
of all pending litigation and the regulatory inquiries. It is possible
that the results of operations or the cash flows of the Company in
particular quarterly or annual periods could be materially affected by
an ultimate unfavorable outcome of certain pending litigation and
regulatory matters.

Management believes, however, that the ultimate outcome of all pending
litigation and regulatory matters referred to above should not have a
material adverse effect on the Company's financial position.

In 1993, Prudential Securities Incorporated (PSI), a subsidiary of
Prudential, entered into an agreement with the Securities and Exchange
Commission, the National Association of Securities Dealers, Inc., and
state securities commissions whereby PSI agreed to pay $330 million
into a settlement fund to pay eligible claims on certain limited
partnership matters. Under this agreement, if partnership matter
claims exceed the established settlement fund, PSI is obligated to pay
such additional claims. The agreement also required PSI to take
measures to enhance the adequacy of its sales practices compliance
controls.

In October 1994, the United States Attorney for the Southern District
of New York (the "U.S. Attorney") filed a complaint against PSI in
connection with its sale of certain limited partnerships.
Simultaneously, PSI entered into an agreement to comply with certain
conditions for a period of three years, and to pay an additional $330
million into the settlement fund. At the end of the three year period,
assuming PSI has fully complied with the terms of the agreement, the
U.S. Attorney will institute no further action.

In the opinion of management, PSI is in compliance with all provisions
of the aforementioned agreements and, after consideration of
applicable accruals, the ultimate liability for litigation, including
partnership settlement matters, will not have a material adverse
effect on the Company's financial position.

F-16

<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors of The Prudential Insurance Company of America
Newark, New Jersey

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

Deloitte & Touche LLP
Parsippany, New Jersey
March 1, 1996

F-17

<PAGE>

The Prudential Insurance Company of America BULK RATE
c/o Prudential Defined Contribution Services U.S. POSTAGE
Moosic, Pennsylvania 18507-1789 PAID
PERMIT No. 2145
Newark, N.J.

ADDRESS CORRECTION REQUESTED
FORWARDING AND
RETURN POSTAGE GUARANTEED

PRUDENTIAL DEFINED CONTRIBUTION SERVICES

A Unit of

The Prudential Rock LOGO
<PAGE>

<TABLE>
<S> <C> <C> <C>
Item 28. Financial Statements and Exhibits

(a) Financial Statements

(1) Financial Statements of The Prudential Variable Contract Account-10
(Registrant) consisting of the Statement of Net Assets, as of December
31, 1995; the Statement of Operations for the period ended December 31,
1995; the Statements of Changes in Net Assets for the periods ended
December 31, 1995 and 1994; and the Notes relating thereto appear in
the statement of additional information (Part B of the Registration
Statement).

(2) Consolidated Financial Statements of The Prudential Insurance Company
of America (Depositor) and subsidiaries consisting of the Consolidated
Statements of Financial Position as of December 31, 1995 and 1994; the
Consolidated Statements of Operations and Changes in Surplus and Asset
Valuation Reserve and the Consolidated Statements of Cash Flows for the
years ended December 31, 1995, 1994 and 1993; and the Notes relating
thereto appear in the statement of additional information (Part B of
the Registration Statement).
</TABLE>

<TABLE>
<S> <C> <C> <C>
(b) Exhibits

(1) Resolution of the Board of Incorporated by reference to
Directors of The Prudential Exhibit (1) to this Registration
Insurance Company of America Statement, filed March 19, 1982
establishing The Prudential (To be filed via EDGAR)
Variable Contract Account-10

(2) Rules and Regulations of The Incorporated by reference to
Prudential Variable Contract Exhibit (2) to Post-Effective
Account-10 Amendment No. 15 to this
Registration Statement filed April
28, 1989
(To be filed via EDGAR)

(3) (i) Custodian Agreement with Incorporated by reference to
Morgan Guaranty Trust Company of Exhibit (8)(i) to Pre-Effective
New York Amendment No. 1 to this
Registration Statement, filed
August 4, 1982
(To be filed via EDGAR)

(ii) Custodian Agreement with Incorporated by reference to
Manufacturers Hanover Trust Exhibit (8)(ii) to Pre-Effective
Company Amendment No. 1 to this
Registration Statement, filed
August 4, 1982
(To be filed via EDGAR)

(4) Investment Management Agreement Incorporated by reference to
between Prudential and The Exhibit (5) to this Registration
Prudential Variable Contract Statement, filed March 19, 1982
Account-10 (To be filed via EDGAR)
</TABLE>

C - 1
<PAGE>
<TABLE>
<S> <C> <C> <C>
(i) Amendment No. 1 to Investment Incorporated by reference to
Management Agreement between Exhibit (5)(i) to Post-Effective
Prudential and The Prudential Amendment No. 4 to this
Variable Contract Account-10 Registration Statement, filed
March 27, 1985
(To be filed via EDGAR)

(5) Agreement Relating to the Sale of Incorporated by reference to
Certain Contracts on a Variable Exhibit (6) to this Registration
Basis between Prudential and The Statement, filed March 19, 1982
Prudential Variable Contract (To be filed via EDGAR)
Account-10

(i) Agreement for the Sale of Incorporated by reference to
VCA-10 Contracts between Exhibit (5)(i) to Post-Effective
Prudential, The Prudential Amendment No. 23 to this
Variable Contract Account-10 and Registration Statement, filed
Prudential Asset Management April 27, 1993
Company Securities Corporation (To be filed via EDGAR)

(ii) Agreement for the Sale of Incorporated by reference to
VCA-10 Contracts between Exhibit (5)(ii) to Post-Effective
Prudential, The Prudential Amendment No. 23 to this
Variable Contract Account-10 and Registration Statement, filed
Prudential Retirement Services, April 27, 1993
Inc. (To be filed via EDGAR)

(iii) Dealer Agreement between Incorporated by reference to
Prudential, The Prudential Exhibit (6)(i) to Post-Effective
Variable Contract Account-10 and Amendment No. 4 to this
Prudential Bache Securities Inc., Registration Statement, filed
dated June 4, 1984 March 27, 1985
(To be filed via EDGAR)

(6) (i)(a) Specimen Copy of Group Incorporated by reference to
Annuity Contract Form GVA-1000 for Exhibit (6)(i)(a) to
individual retirement annuities Post-Effective Amendment No. 9 to
this Registration Statement, filed
April 24, 1987
(To be filed via EDGAR)

(i)(b) Specimen Copy of Group Incorporated by reference to
Annuity Contract Form GVA-1000 for Exhibit (6)(i)(b) to
individual retirement annuity Post-Effective Amendment No. 8 to
contracts issued after May 1, 1987 this Registration Statement, filed
April 1, 1987
(To be filed via EDGAR)

(i)(c) Specimen Copy of Group Incorporated by reference to
Annuity Contract Form GVA-1000 for Exhibit (6)(i)(c) to
individual retirement annuity Post-Effective Amendment No. 11 to
contracts issued after May 1, 1988 this Registration Statement, filed
April 8, 1988
(To be filed via EDGAR)
</TABLE>

C - 2
<PAGE>

<TABLE>
<S> <C> <C> <C>
(i)(d) Specimen Copy of Group Incorporated by reference to
Annuity Contract Form GVA-1000 for Exhibit (6)(i)(d) to
individual retirement annuity Post-Effective Amendment No. 17 to
contracts issued after May 1, 1990 this Registration Statement, filed
April 30, 1990
(To be filed via EDGAR)

(i)(e) Specimen Copy of Group Incorporated by reference to
Annuity Amendment Form GAA-7793 Exhibit (6)(i)(e) to
for individual retirement annuity Post-Effective Amendment No. 17 to
contracts issued before May 1, this Registration Statement, filed
1990 April 30, 1990
(To be filed via EDGAR)

(ii)(a) Specimen Copy of Group Incorporated by reference to
Annuity Contract Form GVA-120-82 Exhibit (6)(ii)(a) to Post
for tax-deferred annuities with Effective Amendment No. 9 to this
modifications for certain tax Registration Statement, filed
changes and the exchange offer April 24, 1987
(To be filed via EDGAR)

(ii)(b) Specimen Copy of Group Incorporated by reference to
Annuity Contract Form GVA-120-87 Exhibit (6)(ii)(b) to
for tax-deferred annuity contracts Post-Effective Amendment No. 8 to
issued after May 1, 1987 this Registration Statement, filed
April 1, 1987
(To be filed via EDGAR)

(ii)(c) Specimen Copy of Group Incorporated by reference to
Annuity Contract Form GVA-120-87 Exhibit (6)(ii)(c) to
for tax-deferred annuity contracts Post-Effective Amendment No. 11 to
issued after May 1, 1988 this Registration Statement, filed
April 8, 1988
(To be filed via EDGAR)

(ii)(d) Specimen Copy of Group Incorporated by reference to
Annuity Contract Form GVA-120-87 Exhibit (6)(ii)(d) to
for tax-deferred annuity contracts Post-Effective Amendment No. 17 to
issued after May 1, 1990 this Registration Statement, filed
April 30, 1990
(To be filed via EDGAR)

(ii)(e) Specimen Copy of Group Incorporated by reference to
Annuity Amendment Form GAA-7764 Exhibit (6)(ii)(e) to
for tax-deferred annuity contracts Post-Effective Amendment No. 17 to
issued before May 1, 1990 this Registration Statement, filed
April 30, 1990
(To be filed via EDGAR)

(iii)(a) Specimen Copy of Group Incorporated by reference to
Annuity Contract Form GVA-1010 for Exhibit (6)(iii)(a) to
deferred compensation plans Post-Effective Amendment No. 9 to
this Registration Statement, filed
April 24, 1987
(To be filed via EDGAR)
</TABLE>

C - 3
<PAGE>

<TABLE>
<S> <C> <C> <C>
(iii)(b) Specimen Copy of Group Incorporated by reference to
Annuity Contract Form GVA-1010 for Exhibit (6)(iii)(b) to
deferred compensation plan Post-Effective Amendment No. 8 to
contracts issued after May 1, 1987 this Registration Statement, filed
April 1, 1987
(To be filed via EDGAR)

(iii)(c) Specimen Copy of Group Incorporated by reference to
Annuity Contract Form GVA-1010 for Exhibit (6)(iii)(c) to
deferred compensation plan Post-Effective Amendment No. 11 to
contracts issued after May 1, 1988 this Registration Statement, filed
April 8, 1988
(To be filed via EDGAR)

(iii)(d) Specimen Copy of Group Incorporated by reference to
Annuity Contract Form GVA-1010 for Exhibit (6)(iii)(d) to
deferred compensation plan Post-Effective Amendment No. 17 to
contracts issued after May 1, 1990 this Registration Statement, filed
April 30, 1990
(To be filed via EDGAR)

(iii)(e) Specimen Copy of Group Incorporated by reference to
Annuity Amendment Form GAA-7792 Exhibit (6)(iii)(e) to
for deferred compensation plan Post-Effective Amendment No. 17 to
contracts issued before May 1, this Registration Statement, filed
1990 April 30, 1990
(To be filed via EDGAR)

(iii)(f) Specimen Copy of Group [Filed with this Amendment]
Annuity Contract Form GAA-7900-
DefComp for deferred compensation
plan contracts issued before May
1, 1996

(iii)(g) Specimen Copy of Group [Filed with this Amendment]
Annuity Contract Form GAA-7900-
DefComp-1 for deferred
compensation plan contracts issued
before May 1, 1996

(iii)(h) Specimen Copy of Group [Filed with this Amendment]
Annuity Contract Form GAA-7900-
Secular for deferred compensation
plan contracts issued before May
1, 1996

(iii)(i) Specimen Copy of Group [Filed with this Amendment]
Annuity Contract Form GAA-7900-
Secular-1 for deferred
compensation plan contracts issued
before May 1, 1996

(iv) Specimen Copy of Group Incorporated by reference to
Annuity Contract Form GVA-110-82 Exhibit (6)(iv) to Post-Effective
for Keogh Plans Amendment No. 8 to this
Registration Statement, filed
April 1, 1987
(To be filed via EDGAR)
</TABLE>

C - 4
<PAGE>

<TABLE>
<S> <C> <C> <C>
(v) Specimen Copy of Group Annuity Incorporated by reference to
Contract Form GVA-7454 for Exhibit (4)(v) to Post-Effective
Participants governed by the Texas Amendment No. 5 to this
Optional Retirement Program Registration Statement, filed
April 30, 1985
(To be filed via EDGAR)

(a) Modifications for certain tax Incorporated by reference to
changes Exhibit (6)(v)(a) to
Post-Effective Amendment No. 8 to
this Registration Statement, filed
April 1, 1987
(To be filed via EDGAR)

(vi) Specimen Copy of Group Incorporated by reference to
Annuity Contract Form GVA-1010 for Exhibit (6)(vi) to Post-Effective
non-qualified deferred Amendment No. 11 to this
compensation plans Registration Statement, filed
April 8, 1988
(To be filed via EDGAR)

(7) Application and Enrollment Forms Incorporated by reference to
as revised for use after May 1, Exhibit (7) to Post-Effective
1991 Amendment No. 19 to this
Registration Statement, filed
April 29, 1991
(To be filed via EDGAR)

(8) (i) Certificate of Adoption of Incorporated by reference to
Amendments to Amended Charter of Exhibit (8)(i) to Post-Effective
Prudential and of the Adoption and Amendment No. 11 to this
Ratification of a New Amended Registration Statement, filed
Charter of such Corporation April 8, 1988
(includes restated Amended (To be filed via EDGAR)
Charter)

(ii) Copy of the By-Laws of [Filed with this Amendment]
Prudential, as amended August 8,
1995

(11) (i) Service Agreement between Incorporated by reference to
Prudential and The Prudential Exhibit (10)(i) to Post-Effective
Investment Corporation Amendment No. 4 to this
Registration Statement, filed
March 27, 1985
(To be filed via EDGAR)

(ii) Service Agreement between Incorporated by reference to
Prudential and The Prudential Exhibit (10)(ii) to Post-Effective
Asset Management Company, Inc. Amendment No. 4 to this
Registration Statement, filed
March 27, 1985
(To be filed via EDGAR)

(13) (i) Consent of independent public [Filed with this Amendment]
accountants

(ii) Powers of Attorney

(a) Members of the Registrant's Incorporated by reference to
Committee: Exhibit 13(ii)(a) to
S. Fenster, M. Fetting, Post-Effective Amendment No. 26 to
M. Gencher, J. Scott, J. Weber this Registration Statement,
Registration No. 2-76580, filed
April 28, 1995
</TABLE>

C - 5
<PAGE>

<TABLE>
<S> <C> <C> <C>
(b) Directors and Officers of Incorporated by reference to Post-
Prudential Effective Amendment No. 15 to the
F. Agnew, F. Becker, Registration Statement of The
W. Boeschenstein, Prudential Variable Appreciable
L. Carter, J. Cullen, Account, Registration No.
C. Davis, R. Enrico, 33-20000, filed May 1, 1995
A. Gilmour, W. Gray,
J. Hanson, C. Horner,
A. Jacobson, G. Keith,
B. Malkiel, A. Ryan,
C. Sitter, D. Staheli,
R. Thomson, P. Vagelos,
S. Van Ness, P. Volcker,
J. Williams
M Grier Incorporated by reference to the
Registration Statement of The
Prudential Variable Appreciable
Account, Registration No.
33-61079, filed July 17, 1995.
J. Unruh To be filed.
(16) Calculation of Performance Data [Filed with this Amendment]
(17) Financial Data Schedules Incorporated by reference to Form
N-SAR of The Prudential Variable
Contract Account-10, filed
February 29, 1996.
</TABLE>

Item 29. Directors and Officers of Prudential
Information about Prudential's Directors and Executive Officers appears under
the heading "Directors and Officers of Prudential" in the Statement of
Additional Information (Part B of this Registration Statement).

Item 30. Persons Controlled by or Under Common Control with Registrant
Registrant is a separate account of The Prudential Insurance Company of America,
a mutual life insurance company organized under the laws of the State of New
Jersey. The subsidiaries of Prudential are shown on the Organization Chart on
pages following.

In addition to the subsidiaries shown on the Organization Chart, Prudential
holds all of the voting securities of Prudential's Gibraltar Fund, a Delaware
corporation, in three of its separate accounts. Prudential also holds directly
and in three of its other separate accounts, and in The Prudential Variable
Contract Account-24, shares of The Prudential Series Fund, Inc., a Maryland
corporation. The balance of the shares are held in separate accounts of Pruco
Life Insurance Company and Pruco Life Insurance Company of New Jersey,
wholly-owned subsidiaries of Prudential. All of the separate accounts referred
to above are unit investment trusts registered under the Investment Company Act
of 1940. Prudential's Gibraltar Fund and The Prudential Series Fund, Inc. are
registered as open-end, diversified management investment companies under the
Investment Company Act of 1940. The shares of these investment companies are
voted in accordance with the instructions of persons having interests in the
unit investment trusts, and Prudential, Pruco Life Insurance Company and Pruco
Life Insurance Company of New Jersey vote the shares they hold directly in the
same manner that they vote the shares that they hold in their separate accounts.

Registrant may also be deemed to be under common control with The Prudential
Variable Contract Account-2 and The Prudential Variable Contract Account-11,
separate accounts of Prudential registered as open-end, diversified management
investment companies under the Investment Company Act of 1940, and with The
Prudential Variable Contract Account-24, a separate account of Prudential
registered as a unit investment trust.

The Prudential is a mutual insurance company. Its financial statements include
the consolidated accounts of Prudential, its wholly-owned life insurance
subsidiary, Pruco Life Insurance Company, and its non-insurance subsidiaries on
a fully consolidated basis. The financial statements have been prepared in
conformity with generally accepted accounting principles, which as to The
Prudential and its insurance subsidiaries include statutory accounting practices
prescribed or permitted by state regulatory authorities for insurance companies.

C - 6
<PAGE>

<TABLE>
<S> <C> <C> <C>
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA AND ITS SUBSIDIARIES
(see page 2 for Direct and Indirect
Fine Homes, L.P. (1) subs)
Gibraltar Casualty Company
Health Ventures Partner, Inc.
HSG Health Systems Group Limited
Industrial Trust Company
Jennison Associates Capital Corp. JACC Services Corp.
PGR Advisors I, Inc.
Clive Discount Company Limited Clivco Nominees Limited
Clive Agency Bond Broking Limited
Clivwell Securities Limited
PRICOA Capital Group Limited
PRICOA Funding Limited PRICOA Investment Company
PRICOA Property Investment Management Northern Retail Properties (General
Limited Partner) Limited
PIC Holdings Limited
PRICOA P.I.M. (Regulated) Limited
TransEuropean Properties
(General Partner) Limited
TransEuropean Properties
(General Partner) II Limited
Varsity Fund (General Partner)
Limited
PRICOA Realty Group Limited
PIC Realty Canada Limited
PREMISYS Real Estate Services, Inc.
PREMISYS Real Estate Services, Inc. of Colorado (2)
PRICOA Vida, Sociedad Anonima de PRICOA Invest, Sociedad Anonima,
Seguros y Reaseguros (3) S.G.C.
The
Prudential
PRICOA, Vita S.p.A.
Insurance
Company
(see pages 3-6 for Direct and
PRUCO, Inc. Indirect subs)
of America
Pruco Life Insurance Company of New
Pruco Life Insurance Company Jersey
The Prudential Life Insurance Company
of Arizona
Prudential Direct Advisers, Inc.
Prudential Direct Distributors, Inc.
Prudential Fund Management Canada
Limited
Prudential-Bache Capital Funding
Prudential Global Funding, Inc. (Swaps) Limited
Prudential Texas Residential Services
Prudential Homes Corporation Corporation
Prudential Mortgage Asset Corporation
Prudential Mortgage Asset Corporation
II
Prudential Mutual Fund Management,
Inc. (4)
Prudential of America General
Insurance Company (Canada) OTIP/RAEO Insurance Company, Inc. (5)
Prudential of America Life Insurance
Company (Canada) (6)
Prudential Private Placement
Investors, Inc.
Prudential Realty Securities II, Inc.
(7)
Prudential Select Life Insurance
Prudential Select Holdings, Inc. Company of America
Prudential Service Bureau, Inc.
PruLease, Inc.
PruServicos Participacoes, S.A. (8)
Residential Services Corporation of (see page 2 for Direct and Indirect
America subs)
Prudential HealthCare and Life
Insurance Company of America
(see page 7 for Direct and Indirect
The Prudential Investment Corporation subs)
The Prudential Life Insurance Company
of Korea, Ltd.
The Prudential Life Insurance
Company, Ltd.
The Prudential Real Estate (see page 2 for Direct and Indirect
Affiliates, Inc. subs)
U.S. High Yield Management Company
<FN>
6/30/95 (1) Fine Homes, L.P. is a partnership which owns subsidiaries.
(2) PREMISYS Real Estate Services, Inc. of Colorado is 80% owned by PREMISYS Real
Estate Services, Inc. and 20% owned by Peter Coakley.
(3) PRUCO, Inc. owns 26 shares (less than 1%) of PRICOA Vida, Sociedad Anonima de
Seguros y Reaseguros.
(4) Prudential Mutual Fund Management, Inc. is 85% owned by Prudential Securities
Incorporated and 15% owned by The Prudential.
(5) OTIP/RAEO Insurance Company, Inc. is 95% owned by Prudential of America General
Insurance Company (Canada) and 5% owned by OTIP Insurance Brokers, Inc.
(6) Prudential of America Life Insurance Company (Canada) is 75% owned by The
Prudential and 25% owned by PPI Financial Group, Ltd.
(7) Prudential Realty Securities II, Inc. is 87% owned by The Prudential and 13%
owned by PRUCO, Inc.
(8) PRUCO, Inc. owns 1 share (less than 1%) of PruServicos Participacoes, S.A.
</TABLE>

C - 7

<PAGE>

<TABLE>
<S> <C> <C> <C>
Major Escrow Corp.
ML/MSB Acquisition, Inc.
PRICOA Relocation Management, Ltd.
PRS Escrow Services, Inc.
Prudential Community Interaction
Consulting, Inc.
Fine Homes, L.P.
Prudential New York Homes Corporation
(from p. 1)
Prudential Oklahoma Homes Corporation
Prudential Relocation Mangagement
Company of Canada Ltd.
The
Prudential Resources Management Asia,
Limited
Prudential
The Relocation Funding Corporation of
America
Insurance
Lender's Service, Inc. Lender's Service Title Agency, Inc.
Company Residential
Private Label Mortgage Services
Corporation
of America Services
Residential Information Services,
Inc.
Corporation
Securitized Asset Sales, Inc.
of America
Securitized Asset Services
Corporation
(from p. 1)
The Prudential Home Mortgage Company, The Prudential Home Mortgage
Inc. Securities Company, Inc.
Prudential Referral Services, Inc.
The Prudential
The Prudential Real Estate Financial The Prudential Real Estate Financial
Services of America, Inc. Services of Long Island, Inc.
Real Estate
Affiliates, Inc.
(from p. 1)
</TABLE>

C - 8

<PAGE>

<TABLE>
<S> <C> <C> <C> <C>
Capital Agricultural Property
Services, Inc.
Flor-Ag Corporation
GIB Laboratories, Inc.
P.G. Realty, Inc.
PIC Realty Corporation
Pruco Securities Corporation
Prudential Agricultural
Credit, Inc.
Prudential Capital and (See Pages 4-6 for Direct and
Investment Services, Inc. Indirect subs)
Prudential Dental Maintenance
Organization, Inc.
Prudential Direct, Inc.
Prudential Equity Investors,
Inc.
Prudential Funding
Corporation
Prudential Health Care Plan,
Inc.
Prudential Health Care Plan
of California, Inc.
Prudential Health Care Plan
of Connecticut, Inc.
Prudential Health Care Plan
of Georgia, Inc.
The
Prudential Health Care Plan
of New York, Inc.
Prudential
PRUCO,
Prudential Holdings, Inc.
Insurance Inc. (1)
Prudential Institutional Fund
Management, Inc.
Company (from p. 1)
Prudential Commercial
Insurance Company
of America
Prudential Property and Prudential General Insurance
Casualty Insurance Company Company
Prudential Insurance
Brokerage, Inc.
The Prudential Lloyds (3)
The Prudential Property and
Casualty General Agency, Inc.
The Prudential Property and
Casualty Insurance
Company of New Jersey
Prudential Realty
Partnerships, Inc.
Prudential Realty Securities,
Inc.
Prudential Realty Securities
II, Inc. (2)
Prudential Reinsurance Prudential Reinsurance
Holdings, Inc. Company Le Rocher Reinsurance, Ltd.
Prudential National Insurance
Company
Prudential Retirement
Services, Inc.
Prudential Trust Company PTC Services, Inc.
Prudential Uniformed Services
Administrators, Inc.
The Prudential Bank and Trust
Company PBT Mortgage Corporation
The Prudential Savings Bank,
F.S.B.

<FN>

(1) PRUCO, Inc. owns 1 share (less than 1%) of PruServicos Participacoes, S.A.
(2) Prudential Realty Securities II, Inc. is 87% owned by The Prudential and 13%
owned by PRUCO, Inc.
(3) The Prudential Lloyds is controlled by Prudential Property and Casualty
Insurance Company by virtue of a trust agreement with each underwriter.
</TABLE>

C - 9

<PAGE>

<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Lapine Technology
Corporation
Lapine
Holding
Company
(1)
Bache Insurance Agency
of Arkansas, Inc.
Prudential-Bache
Bache Insurance Agency Securities (Germany)
of Louisiana, Inc. Inc.
BraeLoch Successor (See page 5 for Direct
Corporation and Indirect subs)
PB Bullion Company, Inc.
PB Services (U.K.)
PGR Advisors, Inc.
Prudential-Bache
Agriculture Inc.
Prudential-Bache Capital
Funding (Australia)
Limited
Prudential-Bache Capital
Funding BV Audley Finance BV
Prudential-Bache Energy
Corp.
Prudential-Bache Energy
Production Inc.
Prudential-Bache Prudential-Bache
Holdings Inc. Partners Inc.
Prudential-Bache
International Bank S.A.
Prudential-Bache
International (U.K.) (See page 6 for Direct
Limited and Indirect subs)
Prudential-Bache
Investor Services Inc.
The
Prudential
Prudential-Bache
Investor Services II,
Inc.
Capital
Prudential and
Prudential
Prudential-Bache Leasing
Inc.
Insurance
PRUCO,
Inc. Investment Securities
Prudential-Bache
Minerals Inc.
Services,
Company Inc. Group Inc.
Prudential-Bache Program
Services Inc.
of America (from p.3)
Prudential-Bache
Properties, Inc.
Prudential-Bache Real
Estate, Inc.
Prudential-Bache
Securities (Australia) (See page 5 for Direct
Limited Subs)
Prudential-Bache Trade
Services Inc. PB Trade Ltd.
Prudential-Bache Forex
(Hong Kong) Limited
Prudential-Bache Forex Prudential-Bache Forex
(USA) Inc. (U.K.) Limited
Prudential-Bache
Transfer Agent Services,
Inc.
Prudential Securities (See page 6 for Direct
Incorporated and Indirect subs)
Prudential Securities
Lease Holding Inc.
Prudential Securities
Municipal Derivatives,
Inc.
Prudential Securities
Realty Funding
Corporation
Prudential Securities
Secured Financing
Corporation
Prudential Securities
Structured Assets, Inc. P-B Finance Ltd.
R&D Funding Corp.
Seaport Futures
Management, Inc.
Special Situations
Management Inc.
<FN>
(1) Lapine Holding Company is 66.7% owned by Prudential Capital and Investment
Services, Inc., 28.3% owned by Kyocera Corp. and 5% owned by Kyocera (Hong Kong)
Ltd.
</TABLE>

C - 10

<PAGE>

<TABLE>
<S> <C> <C> <C> <C> <C> <C>
BraeLoch
Successor
Corporation BraeLoch Holdings, Inc.
The (from p. 4)
Prudential Prudential
Prudential
Bache Nominees, Ltd.
Capital
Insurance PRUCO, and Securities
Corcarr Funds Management
Limited
Group,
Company Inc. Investment Inc. Prudential-Bache
Corcarr Management Pty
Limited
Services,
Inc. Securities
Corcarr Nominees Pty
Limited
of America (Australia)
Corcarr Superannuation Pty
Limited
Limited
Divsplit Nominees Pty
Limited
(from p. 4)
PruBache Nominees Pty
Limited
Graham Depository Company
II
Graham Energy, Ltd.
Graham Exploration, Ltd.
Graham Resources,
Inc.
Graham Royalty, Ltd. Graham Production Company
Graham Securities
Corporation
</TABLE>

C - 11

<PAGE>

<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Clive Discount Holdings
International Limited
Page & Gwyther Holdings
Limited
Prudential-
Page & Gwyther Limited
Bache
Prudential-Bache Capital
Funding (Equities) Limited Circle (Nominees) Limited
International
Prudential-Bache Capital
Funding (Gilts) Limited
(U.K.) Limited
Prudential-Bache Capital
Funding (Money Brokers)
Limited
(from p. 4)
Prudential-Bache (Futures)
Limited
Bache & Co. (Lebanon) S.A.L.
Bache & Co. S.A. de C.V.
(Mexico)
Bache Halsey Stuart Shields
(Antilles) N.V.
Bache Insurance Agency,
Incorporated
Bache Insurance of Arizona
Inc.
Bache Insurance of Kentucky,
Inc.
Bache Shields Securities
Corporation
Banom Corporation
Gelfand, Quinn & Associates,
Inc.
Prudential Securities
P-B Holding Japan Inc. (Japan) Limited
Prudential-Bache Futures
Asia Pacific Ltd.
The
Prudential
Prudential
Prudential-Bache Futures
(Hong Kong) Limited
Prudential
Prudential
Capital
PRUCO, and Securities
Prudential-Bache Nominees
(Hong Kong) Limited
Insurance Inc. Investment Securities Incorporated
Prudential-Bache Securities
Asia Pacific Ltd.
Services, Group,
Company Inc. Inc. (from p. 4)
Prudential-Bache Securities
(Belgium) Inc.
of America
Prudential-Bache Securities
(Espana) S.A.
Prudential-Bache Securities
(France) S.A.
Prudential-Bache Securities Prudential-Bache Securities
(Holland) Inc. (Holland) N.V.
Prudential-Bache Securities
(Hong Kong) Limited
Prudential-Bache Securities
(Luxembourg) Inc.
Prudential-Bache Securities
(Monaco) Inc.
Prudential-Bache Securities
(Switzerland) Inc.
Prudential-Bache Securities
(U.K.) Inc. Shields Model Roland Company
Prudential Mutual Fund Prudential Mutual Fund
Management, Inc. (1) Distributors, Inc.
Prudential Mutual Fund
Services, Inc.
Prudential Securities
(Chile) Inc.
Prudential Securities CMO
Issuer Inc.
Prudential Securities
Futures Management, Inc.
Prudential Securities (South Prudential Securities
America) Incorporated (Argentina) Incorporated
Prudential Securities
(Uruguay) S.A.
Shields Model Roland
Securities Incorporated
Wexford Clearing Services
Corporation
<FN>
(1) Prudential Mutual Fund Management, Inc. is 85% owned by Prudential Securities
Incorporated and 15% owned by The Prudential.
</TABLE>

C - 12

<PAGE>

<TABLE>
<S> <C> <C> <C>
Amicus Investment Company
Global Income Fund Management Company, S.A.
Gateway Holdings, S.A.
Global Series Fund II Management Company, S.A.
Jennison Long Bond Management Company
PAEC Management Company
Prudential Asset Sales and Syndications, Inc.
Prudential Home Building Investors, Inc.
PruSupply, Inc. PruSupply Capital Assets, Inc.
The
The
CSI Asset Management, Inc.
Prudential Prudential
Enhanced Investment Technologies, Inc.
Insurance Investment
Mercator Asset Management, Inc.
Company Corporation
PCM International, Inc.
Prudential Asia Investments
of America (from p.1) Limited (1)
The Prudential Asset Management Company, Inc.
Prudential Asset Management Company
Securities Corporation
Prudential Timber Investments, Inc. (2)
The Prudential Investment Advisory Company,
Ltd.
The Prudential Property Company, Inc.
The Prudential Realty Advisors, Inc.
TRGOAG Company, Inc.
</TABLE>

<TABLE>
<S> <C> <C> <C> <C>
PAMA (Indonesia) Limited (4)
PAMA (Singapore) Private Limited
Prudential Asset Management
PruAsia DBS Limited (3)
Asia Hong Kong Limited
P.T. PAMA Ventura Indonesia (5)
Prudential Asset Management
Asia Limited (BVI)
S.J. Bedding B.V.
Simmons Bedding & Furniture (HK) Ltd.
(6) Simmons Asia Limited (7)
Simmons (Southeast Asia)
Private Limited
Prudential Asia Fund
Management Limited (BVI)
Simmons Co., Limited
Prudential Asia Fund
Management Limited
Prudential Asia Fund
Managers (HK) Limited
<FN>
(1) The Prudential Asset Management Company, Inc. and Prudential Securities Group,
Inc. each own 50% of preferred stock and The Prudential Asset Management
Company, Inc. owns 100% common stock.
(2) The Prudential owns 6 shares (100%) of preferred stock in Prudential Timber
Investments, Inc.
(3) PruAsia DBS Limited is 50% owned by Prudential Asia Investments Limited and 50%
owned by DBS, Inc.
(4) PAMA (Indonesia) Limited is 75% owned by Prudential Asset Management Asia
Limited (BVI), 15% owned by BDNI and 10% by IFC.
(5) P.T. PAMA Ventura Indonesia is 65% owned by Prudential Asset Management Asia
Limited (BVI), 20% owned by BDNI and 15% by IFC.
(6) Simmons Co. Limited and Simmons Bedding & Furniture (HK) Ltd. are 66.24% owned
by S.J. Bedding B.V. and 6.8% owned by Simmons U.S.A., 15% owned by others and
12% by management.
(7) Simmons Asia Limited is 90% owned by Simmons Bedding & Furniture (HK) Ltd. and
10% owned by Simmons U.S.A.
</TABLE>

C - 13

<PAGE>

06/30/95

SHORT DESCRIPTION OF EACH SUBSIDIARY

<TABLE>
<S> <C>
A. SUBSIDIARIES OF THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

1. FINE HOMES, L.P. (A Limited Partnership) (99% owned by Prudential, the limited
partner, and 1% owned by Prudential Homes Corporation, the general partner) (See
Section C for direct and indirect subsidiaries)

A limited partnership to hold real estate related subsidiaries.

2. GIBRALTAR CASUALTY COMPANY (Incorporated in Delaware) (100%)

Previously wrote unusual and non-standard property and casualty risks on a
Surplus Line basis. The company is currently servicing policies that it had
issued, but is not actively seeking new business.

3. HEALTH VENTURES PARTNER, INC. (Incorporated in Illinois) (100%)

Operates as a general partner of the joint venture Rush Prudential Health Plans.

4. HSG HEALTH SYSTEMS GROUP LIMITED (Incorporated in Canada) (100%)

Provides consulting and administrative services to corporate fitness facilities
and wellness programs in Canada.

5. INDUSTRIAL TRUST COMPANY (Incorporated in Prince Edward Island, Canada) (100%)

Holds a permit to operate as a trust and loan company in Prince Edward Island.
Currently inactive.

6. JENNISON ASSOCIATES CAPITAL CORP. (Incorporated in New York) (100%)

Provides institutional clients (employee benefit plans, endowments, foundations,
etc.) with discretionary management of portfolios investing in stocks and bonds
and acts as an advisor to The Prudential Institutional Fund.

6a. JACC SERVICES CORP. (Incorporated in New York) (Owned by Jennison Associates
Capital Corp.) (100%)

Provides computer and accounting support necessary to handle portfolio
accounting and reporting.

7. PGR ADVISORS I, INC. (Incorporated in Delaware) (100%)

A general partner which provides management, advisory, and administrative
services to Global Realty Advisors, a Bermudian partnership that acts as
investment manager to the Prudential Global Real Estate Investment Programme.
Also ownes Global Realty Advisors (Bermuda) Limited, a Bermuda limited liability
company which acts as an investment manager to The South East Asia Property
Company Limited and to Seaprime Investments Pte Ltd. (an unaffiliated entity).
</TABLE>

C - 14

<PAGE>

<TABLE>
<S> <C>
8. PIC HOLDINGS LIMITED (Incorporated in U.K.) (100%) (See section B for direct and
indirect subsidiaries)

Acts as a holding company to house the operating entities of Clive Discount
Company Limited., Clivco Nominees Limited, Clive Agency Bond Broking Limited,
Clivwell Securities Limited, PRICOA Capital Group Limited, PRICOA Funding
Limited, PRICOA Investment Company, PRICOA Property Investment Management
Limited., PRICOA P.I.M. (Regulated) Limited, TransEuropean Properties (General
Partner) Limited, Northern Retail Properties (General Partner) Limited,
TransEuropean Properties (General Partner) II Limited, Varsity Fund (General
Partner) Limited and PRICOA Realty Group Limited.

9. PIC REALTY CANADA LIMITED (Incorporated in Canada) (100%)

Owns, develops, operates, manages and leases real estate in Canada.

10. PREMISYS REAL ESTATE SERVICES, INC. (Incorporated in Pennsylvania) (100%)

Provides real estate properties/facilities management for The Prudential and
third parties and advisory services with respect to activities of this type.

10a. PREMISYS REAL ESTATE SERVICES INC. OF COLORADO (Incorporated in Colorado) (Owned
by Premisys Real Estate Services, Inc.) (80%)

Provides real estate management and related services to unrelated third parties
in Colorado.

11. PRICOA VIDA, SOCIEDAD ANONIMA DE SEGUROS Y REASEGUROS (Incorporated in Spain)
(Less than 1% owned by PRUCO, Inc. and The Prudential Investment Corporation.
The remainder is owned by The Prudential)

Conducts individual life, group pension and group life business in Spain.

11a. PRICOA INVEST, SOCIEDAD ANONIMA, S.G.C. (Incorporated in Spain) (100% owned by
PRICOA Vida Sociedad Anonima de Seguros y Reaseguros)

Licensed to engage in third party investment management and actuarial consulting
in Spain.

12. PRICOA VITA S.P.A. (Incorporated in Italy) (100%)

Organized to sell life insurance and related financial products within Italy.

13. PRUCO, INC. (Incorporated in New Jersey) (100%) (See Section F for direct and
indirect subsidiaries)

A holding company for other subsidiaries.

14. PRUCO LIFE INSURANCE COMPANY (Incorporated in Arizona) (100%)

Conducts individual life insurance and single pay deferred annuity business in
all states except New York. In addition, the Company markets individual life
insurance through it's branch office in Taiwan.

14a. PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY (Incorporated in New Jersey) (Owned
by Pruco Life Insurance Company) (100%)

Issues a product line corresponding to that of Pruco Life Insurance Company in
the states of New Jersey and New York.
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14b. THE PRUDENTIAL LIFE INSURANCE COMPANY OF ARIZONA (Incorporated in Arizona)
(Owned by Pruco Life Insurance Company) (100%)

A company licensed to sell life insurance in the state of Arizona.

15. PRUDENTIAL DIRECT ADVISERS, INC. (Incorporated in New Jersey) (100%)

Acts as the general partner and manages the affairs of the Prudential Direct
Advisers, L.P.

16. PRUDENTIAL DIRECT DISTRIBUTORS, INC. (Incorporated in New Jersey) (100%)

Serves as the distributor of mutual funds and related no-load products managed
or advised by the Prudential Direct Advisers, L.P.

17. PRUDENTIAL FUND MANAGEMENT CANADA LIMITED (Incorporated in Canada) (100%)

Manages and distributes mutual funds in Canada.

18. PRUDENTIAL GLOBAL FUNDING, INC. (Incorporated in Delaware) (100%)

Provides interest rate and currency swaps and other derivative products.

19. PRUDENTIAL-BACHE CAPITAL FUNDING (SWAPS) LIMITED (Incorporated in Canada) (Owned
by Prudential Global Funding, Inc.) (100%)

In liquidation.

20. PRUDENTIAL HOMES CORPORATION (Incorporated in New York) (100%)

Acts as the sole general partner of Fine Homes, L.P. and Prudential Residential
Services, Limited Partnership. It also acts as one of the two general partners
of The Prudential Relocation Management, Limited Partnership.

20a. PRUDENTIAL TEXAS RESIDENTIAL SERVICES CORPORATION (Incorporated in Texas) (Owned
by Prudential Homes Corporation) (100%)

Acts as one of the two general partners of The Prudential Relocation Management,
Limited Partnership.

21. PRUDENTIAL MORTGAGE ASSET CORPORATION (Incorporated in Delaware) (100%)

Involved in the purchase and sale of mortgage related assets, mortgage loans and
mortgage pass-through certificates.

22. PRUDENTIAL MORTGAGE ASSET CORPORATION II (Incorporated in Delaware) (50%)

Inactive.

23. PRUDENTIAL MUTUAL FUND MANAGEMENT, INC. (Incorporated in Delaware) (15% owned by
The Prudential and 85% owned by Prudential Securities Incorporated)

Mutual fund management company.

24. PRUDENTIAL OF AMERICA GENERAL INSURANCE COMPANY (CANADA) (Incorporated in
Canada) (100%)

Provides automobile and homeowner insurance in Canada.
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24a. OTIP/RAEO INSURANCE COMPANY, INC. (Incorporated in Canada) (95% owned by
Prudential of America General Insurance Company [Canada])

Provides automobile and homeowner insurance in Canada. This company markets its
products to those employed in the education sector.

25. PRUDENTIAL OF AMERICA LIFE INSURANCE COMPANY (CANADA) (Incorporated in Canada)
(75%)

Markets specialized life insurance products to the upper income segment of the
Canadian market place.

26. PRUDENTIAL PRIVATE PLACEMENT INVESTORS, INC. (Incorporated in New Jersey) (100%)

Serves as General Partner to a newly formed partnership, Prudential Private
Placement Investors, L.P. ("PPPI, LP"), a Delaware Limited Partnership. It is
anticipated that PPPI, LP will provide investment advisory services to pension
plans and other institutional investors.

27. PRUDENTIAL REALTY SECURITIES II, INC. (Incorporated in Delaware) (87% owned by
The Prudential and 13% owned by PRUCO, Inc.)

Issues bonds secured by real estate mortgages.

28. PRUDENTIAL SELECT HOLDINGS, INC. (Incorporated in Delaware) (100%)

A holding company for the Prudential Select Life Insurance Company of America.

29. PRUDENTIAL SELECT LIFE INSURANCE COMPANY OF AMERICA (Incorporated in Minnesota)
(Owned by Prudential Select Holdings, Inc.) (100%)

Intends to sell universal life insurance products to upper income and high net
worth individuals and corporations in all states except New York.

30. PRUDENTIAL SERVICE BUREAU, INC. (Incorporated in Kentucky) (100%)

Provides administrative services for employee benefits packages (i.e. COBRA and
FLEX) and pays medical and dental claims.

31. PRULEASE, INC. (Incorporated in Delaware) (100%)

Has an investment portfolio of loans, leases, and other forms of financing.

32. PRUSERVICOS PARTICIPACOES, S.A. (Incorporated in Brazil) (Less than 1% owned by
PRUCO, Inc. The remainder owned by The Prudential Insurance Company of America.)

A holding company owning preferred shares, having certain limited voting rights,
representing 49 percent of the share capital of Atlantica-Prudential
Participacoes S.A., which in turn owns approximately 95 percent of the share
capital of Prudential-Atlantica Companhia Brasileria de Seguros, a Brazilian
property and casualty insurer.

33. RESIDENTIAL SERVICES CORPORATION OF AMERICA (Incorporated in Delaware) (100%)
(See Section D for direct and indirect subsidiaries)

A company which engages in the activities of its direct wholly owned
subsidiaries: Lender's Service, Inc., Private Label Mortgage Services
Corporation, Securitized Asset Sales, Inc., Securitized Asset Services
Corporation, The Prudential Home Mortgage Company, Inc., Residential Information
Services, Inc. and their subsidiaries.
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34. PRUDENTIAL HEALTHCARE AND LIFE INSURANCE COMPANY OF AMERICA (Incorporated in New
Jersey) (100%)

A life insurance company which presently is qualified only in New Jersey. It has
not yet commenced as an insurance business.

35. THE PRUDENTIAL INVESTMENT CORPORATION (Incorporated in New Jersey) (100%) (See
Section H for direct and indirect subsidiaries)

Has responsibility for the investment business of The Prudential. It in turn
owns all the outstanding stock of Gateway Holdings, S.A., Prudential Asset Sales
and Syndications, Inc., Prudential Home Building Investors, Inc., PruSupply,
Inc., The Prudential Asset Management Company, Inc., Prudential Investment
Advisory Company, Ltd., TRGOAG Company, Inc., The Prudential Property Company,
Inc., and The Prudential Realty Advisors, Inc.

36. THE PRUDENTIAL LIFE INSURANCE COMPANY OF KOREA, LTD. (Incorporated in Korea)
(100%)

Organized to sell life insurance products within Korea.

37. THE PRUDENTIAL LIFE INSURANCE COMPANY, LTD. (Incorporated in Japan) (100%)

Organized to sell traditional and variable life insurance products within Japan.

38. THE PRUDENTIAL REAL ESTATE AFFILIATES, INC. (Incorporated in Delaware) (100%)
(See Section E for direct and indirect subsidiaries)

Offers franchises to independently owned residential real estate brokers.

39. U.S. HIGH YIELD MANAGEMENT COMPANY (Incorporated in New Jersey) (100%)

Provides management services (through the Capital Markets Group) to the U.S.
High Yield Fund, a high yield corporate bond fund organized in Luxembourg.

B. SUBSIDIARIES OF PIC HOLDINGS LIMITED

1. CLIVE DISCOUNT COMPANY LIMITED (Incorporated in U.K.) (Owned by PIC Holdings
Limited) (100%)

Operates as a discount house in the London market.

1a. CLIVCO NOMINEES LIMITED (Incorporated in the U.K.) (Owned by Clive Discount
Company Limited) (100%)

Inactive.

1b. CLIVE AGENCY BOND BROKING LIMITED ( Incorporated in U.K.) (Owned by Clive
Discount Company Limited) (100%)

Identifies attractive investment opportunities in the business of brokering
Government Bonds in the United Kingdom and continental Europe.
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2. CLIVWELL SECURITIES LIMITED (Incorporated in U.K.) (Owned by PIC Holdings
Limited) (100%)

An investment company which consists of Mithras Investment Trust holdings and an
8.5% interest in a real estate investment trust which holds a leasehold interest
in a 12 story commercial building in London, England.

3. PRICOA CAPITAL GROUP LIMITED (Incorporated in U.K.) (Owned by PIC Holdings
Limited) (100%)

Identifies attractive investment opportunities in the United Kingdom and
continental Europe.

4. PRICOA FUNDING LIMITED (Incorporated in U.K.) (Owned by PIC Holdings Limited)
(100%)

A finance company borrowing capital from The Prudential, and lending the capital
to its subsidiary company PRICOA Investment Company to fund its investment
activities.

4a. PRICOA INVESTMENT COMPANY (Incorporated in U.K.) (Owned by PRICOA Funding
Limited) (100%)

To identify attractive investment opportunities in the United Kingdom and
continental Europe for sale to, or managed on behalf of, third party clients.

5. PRICOA PROPERTY INVESTMENT MANAGEMENT LIMITED (Incorporated in U.K.) (Owned by
PIC Holdings Limited) (100%)

Provides investment management and investment advisory services to international
institutional clients who invest in U.K. and continental European real estate.

5a. NORTHERN RETAIL PROPERTIES (GENERAL PARTNER) LIMITED (Incorporated in U.K.)
(Owned by PRICOA Property Investment Management Limited) (100%)

Serves as general partner to Northern Retail Property Ltd. Partnership. A U.K.
limited partnership whose principle activity is investment in three retail units
in northern Britain.

5b. PRICOA P. I. M. (REGULATED) LIMITED (Incorporated in the U.K.) (Owned by PRICOA
Property Investment Management Limited) (100%)

Provides investment management and investment advisory services to international
institutional clients who invest in U.K. and continental European real estate.

5c. TRANSEUROPEAN PROPERTIES (GENERAL PARTNER) LIMITED (Incorporated in the U.K.)
(Owned by PRICOA Property Investment Management Limited) (100%)

Serves as general partner to TransEuropean Property Limited Partnership, a U.K.
limited partnership. The principal activity of TransEuropean Property Limited
Partnership is investment in European property.

5d. TRANSEUROPEAN PROPERTIES (GENERAL PARTNER) II LIMITED (Incorporated in the U.K.)
(Owned by PRICOA Property Investment Management Limited) (100%)

Will serve as the general partner to TransEuropean Property Limited Partnership
II, a partnership formed to invest in European real estate.
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5e. VARSITY FUND (GENERAL PARTNER) LIMITED (Incorporated in the U.K.) (100% owned by
PRICOA Property Investment Management Limited)

Formed to serve as general partner of a limited partnership investing in U.K.
college and university student accommodations. The plans for this fund changed,
and this entity is currently "on the shelf" and not being used.

6. PRICOA REALTY GROUP LIMITED (Incorporated in U.K.) (Owned by PIC Holdings
Limited) (100%)

Provides international real estate services to PGR Advisors I, Inc. in
connection with the Prudential Global Real Estate Programme, and provides The
Prudential with a presence in London to monitor developments and identify
attractive investment opportunities in European property markets, as well as
identifying investment opportunities in other international markets.

C. SUBSIDIARIES OF FINE HOMES, L.P.

Subsidiaries C.1 through C.9 are 100% owned by Prudential Residential Services,
Limited Partnership ("PRS LP").

1. MAJOR ESCROW CORP. (Incorporated in California) (100%)

Inactive.

2. ML/MSB ACQUISITION, INC. (Incorporated in Delaware) (100%)

Acts as the general partner of Moran, Stahl & Boyer, L.P.

3. PRICOA RELOCATION MANAGEMENT, LTD. (Incorporated in U.K.) (100%)

Involved in the relocation consulting business.

4. PRS ESCROW SERVICES, INC. (Incorporated in California) (100%)

Inactive.

5. PRUDENTIAL COMMUNITY INTERACTION CONSULTING, INC. (Incorporated in Delaware)
(100%)

Consulting activities involving community relations for Prudential Resources
Management's corporate clients with facilities which have had or might have an
adverse environmental impact on surrounding communities.

6. PRUDENTIAL NEW YORK HOMES CORPORATION (Incorporated in New York) (100%)

General partner of Moran, Stahl & Boyer, a New York general partnership and
Prudential Relocation Management, a New York general partnership.

7. PRUDENTIAL OKLAHOMA HOMES CORPORATION (Incorporated in Oklahoma) (100%)

Inactive.

8. PRUDENTIAL RELOCATION MANAGEMENT COMPANY OF CANADA LTD. (Incorporated in
Ontario, Canada) (100%)

Involved in the relocation business.
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9. PRUDENTIAL RESOURCES MANAGEMENT ASIA, LIMITED (Incorporated in Hong Kong) (100%)

Provides relocation services in Asia -- on-site center for Goldman Sachs in Hong
Kong.

10. THE RELOCATION FUNDING CORPORATION OF AMERICA (Incorporated in California)
(100%)

Involved in the relocation business.

D. SUBSIDIARIES OF RESIDENTIAL SERVICES CORPORATION OF AMERICA

1. LENDER'S SERVICE, INC. (Incorporated in Delaware) (100%)

Obtains residential mortgage appraisals on behalf of mortgage lenders, provides
title agency services, and manages the provision of closing services.

1a. LENDER'S SERVICE TITLE AGENCY, INC. (Incorporated in Ohio) (Owned by Lender's
Service, Inc.) (100%)

Acts as a title agent in the state of Ohio.

2. PRIVATE LABEL MORTGAGE SERVICES CORPORATION (Incorporated in Delaware) (100%)

Provides residential mortgage loan underwriting and origination services to
other companies for a fee.

3. RESIDENTIAL INFORMATION SERVICES, INC. (Incorporated in Delaware) (100%)

Serves as the sole general partner of Residential Information Services Limited
Partnership, which provides technology and information services to mortgage
banking industry.

4. SECURITIZED ASSET SALES, INC. (Incorporated in Delaware) (100%)

Registrant of new rent-a-shelf business and sells public and private
mortgage-backed securities.

5. SECURITIZED ASSET SERVICES CORPORATION (Incorporated in New Jersey) (100%)

Services and administers mortgage loans and related real property and provides
security administration services.

6. THE PRUDENTIAL HOME MORTGAGE COMPANY, INC. (Incorporated in New Jersey) (100%)

Finances residential mortgage loans, through direct origination and purchases,
services and sells residential mortgage loans, and engages in other residential
mortgage banking activities.

6a. THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC. (Incorporated in Delaware)
(Owned by The Prudential Home Mortgage Company, Inc.) (100%)

Issues public and private mortgage-backed securities.
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E. SUBSIDIARIES OF THE PRUDENTIAL REAL ESTATE AFFILIATES, INC.

1. PRUDENTIAL REFERRAL SERVICES, INC. (Incorporated in Delaware) (100%)

Operates a residential real estate referral network.

2. THE PRUDENTIAL REAL ESTATE FINANCIAL SERVICES OF AMERICA, INC. (Incorporated in
California) (100%)

Inactive.

2a. THE PRUDENTIAL REAL ESTATE FINANCIAL SERVICES OF LONG ISLAND, INC. (Incorporated
in California) (Owned by The Prudential Real Estate Financial Services of
America, Inc.) (100%)

Inactive.

F. SUBSIDIARIES OF PRUCO, INC.

1. CAPITAL AGRICULTURAL PROPERTY SERVICES, INC. (Incorporated in Delaware) (100%)

Provides management and real estate brokerage services for agricultural
properties of The Prudential and others.

2. FLOR-AG CORPORATION (Incorporated in Florida) (100%)

Engages primarily in the purchase, development, operation, lease and sale of
farmland in Florida.

3. GIB LABORATORIES, INC. (Incorporated in New Jersey) (100%)

Provides clinical bioanalytical services to The Prudential, as well as to other
insurance companies and industries in the United States and Canada.

4. P.G. REALTY, INC. (Incorporated in Nebraska) (100%)

Engages primarily in the purchase, development, operation, lease and sale of
farmland in Nebraska.

5. PIC REALTY CORPORATION (Incorporated in Delaware) (100%)

Engages in the business of owning, developing, operating, managing, and leasing
real estate property in the United States either directly or through
participation in joint venture partnerships.

6. PRUCO SECURITIES CORPORATION (Incorporated in New Jersey) (100%)

Acts as a registered securities broker-dealer, licensed in every state,
Washington D.C. and Guam. Serves primarily as the medium through which
registered agents of The Prudential sell Prudential Securities Incorporated
mutual funds and offer variable products from Pruco Life and The Prudential.

7. PRUDENTIAL AGRICULTURAL CREDIT, INC. (Incorporated in Tennessee) (100%)

Provides a broad range of financial services to agriculture, including farm real
estate mortgages, short term financing and equipment leasing.
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8. PRUDENTIAL CAPITAL AND INVESTMENT SERVICES, INC. (Incorporated in Delaware)
(100%) (See Section G for direct and indirect subsidiaries)

A holding company for other subsidiaries.

9. PRUDENTIAL DENTAL MAINTENANCE ORGANIZATION, INC. (Incorporated in Texas) (100%)

A Dental Maintenance Organization which serves the state of Texas.

10. PRUDENTIAL DIRECT, INC. (Incorporated in Georgia) (100%)

Provides direct response and direct marketing services to The Prudential and its
subsidiaries.

11. PRUDENTIAL EQUITY INVESTORS, INC. (Incorporated in New York) (100%)

As a registered investment advisor, it makes private equity investments through
Limited Partnerships comprised of institutional investors including The
Prudential.

12. PRUDENTIAL FUNDING CORPORATION (Incorporated in New Jersey) (100%)

Serves as a financing company for The Prudential and its subsidiaries. Funds are
obtained primarily through the issuance of commercial paper, private placement
medium term notes, Eurobonds, Eurocommercial paper, Euro-medium term notes and
master notes.

13. PRUDENTIAL HEALTH CARE PLAN, INC. (Incorporated in Texas) (100%)

A federally-qualified Health Maintenance Organization which serves the New
Jersey; Houston, Dallas, San Antonio, Austin and El Paso, Texas; Nashville and
Memphis, Tennessee; Chicago, Illinois; Jacksonville, Tampa, Orlando and South
Florida, Florida; Richmond, Virginia; St. Louis and Kansas City, Missouri;
Columbus, Cleveland and Cincinnati, Ohio; Charlotte, and Raleigh/Durham/Chapel
Hill, North Carolina; Denver, Colorado; Oklahoma City and Tulsa, Oklahoma;
Baltimore, Maryland; Washington, D.C.; Philadelphia, Pennsylvania; Kansas City,
Kansas; Little Rock, Arkansas; Massachusetts and Indiana areas.

14. PRUDENTIAL HEALTH CARE PLAN OF CALIFORNIA, INC. (Incorporated in California)
(100%)

A Health Maintenance Organization which serves the California area.

15. PRUDENTIAL HEALTH CARE PLAN OF CONNECTICUT, INC. (Incorporated in Connecticut)
(100%)

A Health Maintenance Organization which serves the Connecticut area.

16. PRUDENTIAL HEALTH CARE PLAN OF GEORGIA, INC. (Incorporated in Georgia) (100%)

A Health Maintenance Organization which serves the Georgia area.

17. PRUDENTIAL HEALTH CARE PLAN OF NEW YORK, INC. (Incorporated in New York) (100%)

A Health Maintenance Organization which serves the New York area.

18. PRUDENTIAL HOLDINGS, INC. (Incorporated in Delaware) (100%)

A holding company that does not currently hold any other companies.
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19. PRUDENTIAL INSTITUTIONAL FUND MANAGEMENT, INC. (Incorporated in Pennsylvania)
(100%)

A registered investment advisor which manages a series of mutual funds. The
funds are offered to institutional investors, principally employer-sponsored
defined contribution plans.

20. PRUDENTIAL PROPERTY AND CASUALTY INSURANCE COMPANY (Incorporated in Indiana)
(100%)

Provides dwelling, fire, automobile, homeowners or personal catastrophe
insurance for all states except New Jersey.

20a. PRUDENTIAL COMMERCIAL INSURANCE COMPANY (Incorporated in Delaware) (Owned by
Prudential Property and Casualty Insurance Company) (100%)

Writes automobile insurance and various commercial coverage in many states. The
company's contract as a servicing carrier, for the New Jersey Automobile Full
Insurance Underwriting Association, expired in March, 1989. The company will
continue to service claims during the run-off period.

20b. PRUDENTIAL GENERAL INSURANCE COMPANY (Incorporated in Delaware) (Owned by
Prudential Property and Casualty Insurance Company) (100%)

Provides coverage for preferred homeowners and private passenger automobiles in
many states.

20c. PRUDENTIAL INSURANCE BROKERAGE, INC. (Incorporated in Arizona) (Owned by
Prudential Property and Casualty Insurance Company) (100%)

Acts as an insurance broker and agency in many states.

20d. THE PRUDENTIAL LLOYDS (Incorporated in Texas) (100% owned by Prudential Property
and Casualty Insurance Company by virtue of a trust agreement with each
underwriter.)

A Lloyds insurer authorized to transact fire and casualty insurance business
within the State of Texas.

20e. THE PRUDENTIAL PROPERTY AND CASUALTY GENERAL AGENCY, INC. (Incorporated in
Texas) (Owned by Prudential Property and Casualty Insurance Company) (100%)

Acts as Managing General Agency in the state of Texas.

21. THE PRUDENTIAL PROPERTY AND CASUALTY INSURANCE COMPANY OF NEW JERSEY
(Incorporated in New Jersey) (100%)

Writes automobile, homeowner and personal catastrophe liability lines of
business in the state of New Jersey.

22. PRUDENTIAL REALTY PARTNERSHIPS, INC. (Incorporated in Delaware) (100%)

Acts as a general partner in limited partnerships which own real estate.

23. PRUDENTIAL REALTY SECURITIES, INC. (Incorporated in Delaware) (100%)

Issues zero coupon bonds secured by residential mortgages.
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24. PRUDENTIAL REALTY SECURITIES II, INC. (Incorporated in Delaware) (87% owned by
The Prudential and 13% owned by PRUCO, Inc.)

Issues bonds secured by real estate mortgages.

25. PRUDENTIAL REINSURANCE HOLDINGS, INC. (Incorporated in Delaware) (100%)

A holding company which is the sole owner of Prudential Reinsurance Company.

25a. PRUDENTIAL REINSURANCE COMPANY (Incorporated in Delaware) (Owned by Prudential
Reinsurance Holdings, Inc.) (100%)

Writes substantially all types of property and casualty reinsurance.

25b. LE ROCHER REINSURANCE LTD. (Incorporated in U.K.) (Owned by Prudential
Reinsurance Company) (100%)

Engages in the property and casualty reinsurance business, principally in
Europe.

25c. PRUDENTIAL NATIONAL INSURANCE COMPANY (Incorporated in Arizona) (Owned by
Prudential Reinsurance Company) (100%)

Writes commercial property and casualty insurance in the alternative risk
market.

26. PRUDENTIAL RETIREMENT SERVICES, INC. (Incorporated in New Jersey) (100%)

Acts as the broker-dealer which distributes securities on behalf of Prudential
Defined Contribution Services. These securities consist of shares of the
Prudential Institutional Fund and four registered separate accounts of The
Prudential.

27. PRUDENTIAL TRUST COMPANY (Incorporated in Pennsylvania) (100%)

Responsible for the management of assets in trust of certain employee benefit
trusts and other tax exempt trusts.

27a. PTC SERVICES, INC. (Incorporated in New Jersey) (Owned by Prudential Trust
Company) (100%)

Oversees the activities of investment advisers who manage certain assets held in
trust by Prudential Trust Company.

28. PRUDENTIAL UNIFORMED SERVICES ADMINISTRATORS, INC. (Incorporated in Oklahoma)
(100%)

Established to administer CHAMPUS (Civilian Health and Medical Program of
Uniformed Service) Insurance for all CHAMPUS eligibles in the states of Texas,
Oklahoma, Arkansas and Louisiana. Currently inactive.

29. THE PRUDENTIAL BANK AND TRUST COMPANY (Incorporated in Georgia) (100%)

Operates as a Georgia chartered commercial bank, it issues credit cards, and
provides commercial, home equity and consumer loans and deposit products (other
than demand deposits) on a national basis, and trust services in selected
states.

29a. PBT MORTGAGE CORPORATION (Incorporated in Georgia) (Owned by The Prudential Bank
and Trust Company) (100%)

As a wholly-owned subsidiary of The Prudential Bank and Trust Company, it holds
home equity loans in various states.
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30. THE PRUDENTIAL SAVINGS BANK, F.S.B. (Incorporated in Georgia) (100%)

Operating as a federal savings bank, it provides commercial and consumer loans
and deposit products in the state of Georgia. It also originates home equity
loans and offers deposit products on a national basis.

G. SUBSIDIARIES OF PRUDENTIAL CAPITAL AND INVESTMENT SERVICES, INC.

1. LAPINE HOLDING COMPANY (Incorporated in Delaware) (67%)

Holding company for Lapine Technology Corporation.

2. LAPINE TECHNOLOGY CORPORATION (Incorporated in California) (Owned by Lapine
Holding Company) (100%)

Inactive.

3. PRUDENTIAL SECURITIES GROUP INC. (Incorporated in Delaware) (PRUCO, Inc. owns
100% Series B common stock and Prudential Capital & Investment Services, Inc.
owns 100% Series A common stock.)

A holding company.

4. BACHE INSURANCE AGENCY OF ARKANSAS, INC. (Incorporated in Arkansas) (Owned by
Prudential Securities Group Inc.) (100%)

Insurance agent in the state of Arkansas.

5. BACHE INSURANCE AGENCY OF LOUISIANA, INC. (Incorporated in Louisiana) (Owned by
Prudential Securities Group Inc.) (100%)

Insurance agent in the state of Louisiana. Holding company for Prudential-Bache
Securities (Germany) Inc.

6. PRUDENTIAL-BACHE SECURITIES (GERMANY) INC. (Incorporated in Delaware) (Owned by
Bache Insurance Agency of Louisiana, Inc.) (100%)

Correspondent of Prudential Securities Incorporated in Germany.

7. BRAELOCH SUCCESSOR CORPORATION (Incorporated in Delaware) (Owned by Prudential
Securities Group Inc.) (100%)

Owns Braeloch Holdings Inc. which is an oil and gas company engaged in
partnership management, oil and gas property management, and gas marketing and
transportation.

8. BRAELOCH HOLDINGS INC. (Incorporated in Delaware) (Owned by BraeLoch Successor
Corporation) (100%)

Holding company.

9. GRAHAM RESOURCES, INC. (Incorporated in Delaware) (Owned by BraeLoch Holdings
Inc. ) (100%)

Holding company for all partnership management and administration activities.
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10. GRAHAM DEPOSITORY COMPANY II (Incorporated in Delaware) (Owned by Graham
Resources, Inc.) (100%)

Growth Fund depository company.

11. GRAHAM ENERGY, LTD. (Incorporated in Louisiana) (Owned by Graham Resources,
Inc.) (100%)

General Partner in Growth Fund and related products involved primarily in the
investment in oil and gas related companies and assets.

12. GRAHAM EXPLORATION, LTD. (Incorporated in Louisiana) (Owned by Graham Resources,
Inc.) (100%)

General Partner in various limited and general partnerships involved in
exploratory oil and gas operations.

13. GRAHAM ROYALTY, LTD. (Incorporated in Louisiana) (Owned by Graham Resources,
Inc.) (100%)

General Partner of Prudential-Bache Energy Income Funds. Named operator of oil
and gas properties.

14. GRAHAM PRODUCTION COMPANY (Incorporated in Delaware) (Owned by Graham Royalty,
Ltd.) (100%)

Inactive.

15. GRAHAM SECURITIES CORPORATION (Incorporated in Delaware) (Owned by Graham
Resources, Inc.) (100%)

In liquidation.

16. PB BULLION COMPANY, INC. (Incorporated in Delaware) (Owned by Prudential
Securities Group Inc.) (100%)

Purchases metals for resale to processors, fabricators, and other dealers.

17. PB SERVICES (U.K.) (Incorporated in U.K.) (Owned by Prudential Securities Group
Inc.) (100%)

Holds unsecured subordinated loan stock for Prudential-Bache International (U.K)
Limited.

18. PGR ADVISORS, INC. (Incorporated in Delaware) (Owned by Prudential Securities
Group Inc.) (100%)

Vehicle utilized in home office relocation.

19. PRUDENTIAL-BACHE AGRICULTURE INC. (Incorporated in Delaware) (Owned by
Prudential Securities Group Inc.) (100%)

Inactive.

20. PRUDENTIAL-BACHE CAPITAL FUNDING (AUSTRALIA) LIMITED (Incorporated in Australia)
(Owned by Prudential Securities Group Inc.) (100%)

Dealer in fixed interest securities.
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21. PRUDENTIAL-BACHE CAPITAL FUNDING BV (Incorporated in The Netherlands) (Owned by
Prudential Securities Group Inc.) (100%)

Management company for special purpose vehicle (Audley Finance BV).

21a. AUDLEY FINANCE BV (Incorporated in Haarlem, The Netherlands) (Owned by
Prudential-Bache Capital Funding BV) (100%)

Investment vehicle.

22. PRUDENTIAL-BACHE ENERGY CORP. (Incorporated in Delaware) (Owned by Prudential
Securities Group Inc.) (100%)

Inactive.

23. PRUDENTIAL-BACHE ENERGY PRODUCTION INC. (Incorporated in Delaware) (Owned by
Prudential Securities Group Inc.) (100%)

Inactive.

24. PRUDENTIAL-BACHE HOLDINGS INC. (Incorporated in Delaware) (Owned by Prudential
Securities Group Inc.) (100%)

Holding company for Prudential-Bache Partners Inc.

25. PRUDENTIAL-BACHE PARTNERS INC. (Incorporated in Nevada) (Owned by
Prudential-Bache Holdings Inc.) (100%)

Insurance agent in the State of Nevada; general partner to employee investment
partnership.

26. PRUDENTIAL-BACHE INTERNATIONAL BANK S.A. (Incorporated in Luxembourg) (Owned by
Prudential Securities Group Inc.) (100%)

Private banking institution providing secured loan and deposit facilities and
investment services brokerage for retail and institutional clients.

27. PRUDENTIAL-BACHE INTERNATIONAL (UK) LIMITED (Incorporated in U.K.) (Owned by
Prudential Securities Group Inc.) (100%)

Holding & service company for U.K. subsidiaries.

28. CLIVE DISCOUNT HOLDINGS INTERNATIONAL LIMITED (Incorporated in U.K.) (Owned by
Prudential-Bache International [UK] Limited) (100%)

Inactive.

29. PAGE & GWYTHER HOLDINGS LIMITED (Incorporated in U.K.) (Owned by
Prudential-Bache International [UK] Limited) (100%)

Inactive.

30. PAGE & GWYTHER LIMITED (Incorporated in U.K.) (Owned by Prudential-Bache
International [U.K.] Limited) (100%)

Inactive.
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31. PRUDENTIAL-BACHE CAPITAL FUNDING (EQUITIES) LIMITED (Incorporated in U.K.)
(Owned by Prudential-Bache International (UK) Limited) (100%)

London Stock Exchange broker and group custodian services.

32. CIRCLE (NOMINEES) LIMITED (Incorporated in U.K.) (Owned by Prudential-Bache
Capital Funding [Equities] Limited) (100%)

To hold stock for Prudential Capital Funding (Equities) Limited and Prudential
Securities' customers in nominee name.

33. PRUDENTIAL-BACHE CAPITAL FUNDING (GILTS) LIMITED (Incorporated in U.K.) (Owned
by Prudential-Bache International [UK] Limited) (100%)

Inactive.

34. PRUDENTIAL-BACHE CAPITAL FUNDING (MONEY BROKERS) LIMITED (Incorporated in U.K.)
(Owned by Prudential-Bache International [UK] Limited) (100%)

London Stock Exchange money broker.

35. PRUDENTIAL-BACHE (FUTURES) LIMITED (Incorporated in England) (Owned by
Prudential-Bache International [U.K.] Limited) (100%)

Broker/trader in financial futures and commodities.

36. PRUDENTIAL-BACHE INVESTOR SERVICES INC. (Incorporated in Delaware) (Owned by
Prudential Securities Group Inc.) (100%)

Serves as assignor limited partner for public deals offered by the Specialty
Finance Department.

37. PRUDENTIAL-BACHE INVESTOR SERVICES II, INC. (Incorporated in Delaware) (Owned by
Prudential Securities Group Inc.) (100%)

Serves as an assignor limited partner for public deals offered by the Specialty
Finance Department.

38. PRUDENTIAL-BACHE LEASING INC. (Incorporated in Delaware) (Owned by Prudential
Securities Group Inc.) (100%)

Inactive.

39. PRUDENTIAL-BACHE MINERALS INC. (Incorporated in Delaware) (Owned by Prudential
Securities Group Inc.) (100%)

Acts as co-general partner in the Prudential Securities/Barrick Gold Acquisition
Fund (a limited partnership).

40. PRUDENTIAL-BACHE PROGRAM SERVICES INC. (Incorporated in New York) (Owned by
Prudential Securities Group Inc.) (100%)

Issuer of puts in municipal bond offerings underwritten by Prudential Securities
Incorporated.

41. PRUDENTIAL-BACHE PROPERTIES, INC. (Incorporated in Delaware) (Owned by
Prudential Securities Group Inc.) (100%)

Monitors syndicated private placements of investments in real estate and acts as
general partner for real estate and other limited partnerships.
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42. PRUDENTIAL-BACHE REAL ESTATE, INC. (Incorporated in Delaware) (Owned by
Prudential Securities Group Inc.) (100%)

Inactive.

43. PRUDENTIAL-BACHE SECURITIES (AUSTRALIA) LIMITED (Incorporated in Australia)
(Owned by Prudential Securities Group Inc.) (100%)

Stock brokerage.

44. BACHE NOMINEES LTD. (Incorporated in Australia) (Owned by Prudential-Bache
Securities [Australia] Limited) (100%)

Nominee company for the fixed income department.

45. CORCARR FUNDS MANAGEMENT LIMITED (Incorporated in Australia) (Owned by
Prudential-Bache Securities [Australia] Limited) (100%)

Inactive.

46. CORCARR MANAGEMENT PTY LIMITED (Incorporated in Australia) (Owned by Prudential-
Bache Securities [Australia] Limited) (100%)

Inactive.

47. CORCARR NOMINEES PTY LIMITED (Incorporated in Australia) (Owned by Prudential-
Bache Securities [Australia] Limited) (100%)

Nominee company for the safe custody of clients' scrip.

48. CORCARR SUPERANNUATION PTY LIMITED (Incorporated in Australia) (Owned by
Prudential-Bache Securities [Australia] Limited) (100%)

Inactive.

49. DIVSPLIT NOMINEES PTY LIMITED (Incorporated in Australia) (Owned by Prudential-
Bache Securities [Australia] Limited) (100%)

Nominee company for the protection of client dividends, new issues and
takeovers.

50. PRUBACHE NOMINEES PTY. LTD. (Incorporated in Australia) (50% Owned by
Prudential-Bache Securities [Australia] Limited and 50% owned by Corcarr
Nominees Pty. Limited, as trustee for Prudential-Bache Securities (Australia)
Limited)

Nominee/custodian for clients of Prudential-Bache Securities (Australia) Limited
and Prudential Securities Incorporated.

51. PRUDENTIAL-BACHE TRADE SERVICES INC. (Incorporated in Delaware) (Owned by
Prudential Securities Group Inc.) (100%)

Holding company for PB Trade Ltd., and Prudential-Bache Forex (USA) Inc.

52. PB TRADE LTD. (Incorporated in U.K.) (Owned by Prudential-Bache Trade Services
Inc.) (100%)

Inactive.
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53. PRUDENTIAL-BACHE FOREX (USA) INC. (Incorporated in Delaware) (Owned by
Prudential-Bache Trade Services Inc.) (100%)

To engage in the foreign exchange business; holding company for Prudential-Bache
Forex (Hong Kong) Limited and Prudential-Bache Forex (U.K.) Limited.

54. PRUDENTIAL-BACHE FOREX (HONG KONG) LIMITED (Incorporated in Hong Kong) (Owned by
Prudential-Bache Forex [USA] Inc.) (100%)

Foreign exchange.

55. PRUDENTIAL-BACHE FOREX (U.K.) LIMITED (Incorporated in U.K.) (Owned by
Prudential-Bache Forex [USA] Inc.) (100%)

Foreign exchange.

56. PRUDENTIAL-BACHE TRANSFER AGENT SERVICES, INC. (Incorporated in New York) (Owned
by Prudential Securities Group Inc.) (100%)

Acts as a transfer agent for limited partnerships sponsored by Prudential
Securities Group Inc. or sold by Prudential Securities Incorporated.

57. PRUDENTIAL SECURITIES INCORPORATED (Incorporated in Delaware) (Owned by
Prudential Securities Group Inc.) (100%)

Securities and commodity broker-dealer, underwriter.

58. BACHE & CO. (LEBANON) S.A.L. (Incorporated in Lebanon) (Owned by Prudential
Securities Incorporated) (100%)

Inactive.

59. BACHE & CO. S.A. DE C.V. (MEXICO) (Incorporated in Mexico) (96% owned by
Prudential Securities Incorporated 4% owned by other individuals)

Inactive.

60. BACHE HALSEY STUART SHIELDS (ANTILLES) N.V. (Incorporated in The Netherlands
Antilles) (Prudential Securities Incorporated) (100%)

Inactive.

61. BACHE INSURANCE AGENCY, INCORPORATED (Incorporated in Massachusetts) (Owned by
Prudential Securities Incorporated) (100%)

Insurance agent in Massachusetts.

62. BACHE INSURANCE OF ARIZONA INC. (Incorporated in Arizona) (Owned by Prudential
Securities Incorporated) (100%)

Inactive.

63. BACHE INSURANCE OF KENTUCKY, INC. (Incorporated in Kentucky) (Owned by
Prudential Securities Incorporated) (100%)

Insurance agent in Kentucky.
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64. BACHE SHIELDS SECURITIES CORPORATION (Incorporated in Delaware) (Owned by
Prudential Securities Incorporated) (100%)

Inactive.

65. BANOM CORPORATION (Incorporated in New York) (Owned by Prudential Securities
Incorporated) (100%)

Inactive.

66. GELFAND, QUINN & ASSOCIATES INC. (Incorporated in Ohio) (Owned by Prudential
Securities Incorporated) (100%)

Inactive.

67. P-B HOLDING JAPAN INC. (Incorporated in Delaware) (Owned by Prudential
Securities Incorporated) (100%)

Holding company of Prudential Securities (Japan) Ltd.

68. PRUDENTIAL SECURITIES (JAPAN) LIMITED (Incorporated in Delaware) (Owned by P-B
Holding Japan Inc.) (100%)

Service affiliate of Prudential Securities Incorporated; registered
broker-dealer.

69. PRUDENTIAL-BACHE FUTURES ASIA PACIFIC LTD. (Incorporated in Delaware) (Owned by
Prudential Securities Incorporated) (100%)

To introduce customers to Prudential Securities for futures transactions on U.S.
Exchanges and execute futures orders on the behalf of Prudential Securities on
SIMEX.

70. PRUDENTIAL-BACHE FUTURES (HONG KONG) LIMITED (Incorporated in Hong Kong) (Owned
by Prudential Securities Incorporated) (100%)

Non-active clearing member of the Hong Kong Futures Exchange.

71. PRUDENTIAL-BACHE NOMINEES (HONG KONG) LIMITED (Incorporated in Hong Kong) (Owned
by Prudential Securities Incorporated) (100%)

Acting as a nominee company for Hong Kong equities.

72. PRUDENTIAL-BACHE SECURITIES ASIA PACIFIC LTD. (Incorporated in New York) (Owned
by Prudential Securities Incorporated) (100%)

Service affiliate of Prudential Securities Incorporated in Singapore.

73. PRUDENTIAL-BACHE SECURITIES (BELGIUM) INC. (Incorporated in Delaware) (Owned by
Prudential Securities Incorporated) (100%)

Service affiliate of Prudential Securities Incorporated in Belgium.

74. PRUDENTIAL-BACHE SECURITIES (ESPANA) S.A. (Incorporated in Spain) (Owned by
Prudential Securities Incorporated) (100%)

Service affiliate of Prudential Securities Incorporated in Spain.

75. PRUDENTIAL-BACHE SECURITIES (FRANCE) S.A. (Incorporated in France) (Owned by
Prudential Securities Incorporated) (100%)

Service affiliate of Prudential Securities Incorporated in France.
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76. PRUDENTIAL-BACHE SECURITIES (HOLLAND) INC. (Incorporated in Delaware) (Owned by
Prudential Securities Incorporated) (100%)

Service affiliate of Prudential Securities Incorporated in Holland.

77. PRUDENTIAL-BACHE SECURITIES (HOLLAND) N.V. (Incorporated in Holland) (Owned by
Prudential-Bache Securities [Holland] Inc.) (100%)

Inactive.

78. PRUDENTIAL-BACHE SECURITIES (HONG KONG) LIMITED (Incorporated in Hong Kong)
(Owned by Prudential Securities Incorporated) (100%)

Service affiliate of Prudential Securities Incorporated in Hong Kong.

79. PRUDENTIAL-BACHE SECURITIES (LUXEMBOURG) INC. (Incorporated in Delaware) (Owned
by Prudential Securities Incorporated) (100%)

Service affiliate of Prudential Securities Incorporated in Luxembourg.

80. PRUDENTIAL-BACHE SECURITIES (MONACO) INC. (Incorporated in New York) (Owned by
Prudential Securities Incorporated) (100%)

Service affiliate of Prudential Securities Incorporated in Monaco.

81. PRUDENTIAL-BACHE SECURITIES (SWITZERLAND) INC. (Incorporated in Delaware) (Owned
by Prudential Securities Incorporated) (100%)

Service affiliate of Prudential Securities Incorporated in Switzerland.

82. PRUDENTIAL-BACHE SECURITIES (U.K.) INC. (Incorporated in Delaware) (Owned by
Prudential Securities Incorporated) (100%)

Service affiliate of Prudential Securities Incorporated in the U.K.

82a. SHIELDS MODEL ROLAND COMPANY (Incorporated in U.K.) (Owned by Prudential-Bache
Securities (U.K.) Inc.) (100%)

Inactive.

83. PRUDENTIAL MUTUAL FUND MANAGEMENT, INC. (Incorporated in Delaware) (15% owned by
The Prudential and 85% owned by Prudential Securities Incorporated)

Mutual fund management company.

84. PRUDENTIAL MUTUAL FUND DISTRIBUTORS, INC. (Incorporated in Delaware) (Owned by
Prudential Mutual Fund Management, Inc.) (100%)

Principal underwriter and distributor of mutual funds.

85. PRUDENTIAL MUTUAL FUND SERVICES, INC. (Incorporated in New Jersey) (Owned by
Prudential Mutual Fund Management, Inc.) (100%)

Mutual fund transfer agent and shareholder services company.

86. PRUDENTIAL SECURITIES (CHILE) INC. (Incorporated in Delaware) (Owned by
Prudential Securities Incorporated) (100%)

Inactive.
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87. PRUDENTIAL SECURITIES CMO ISSUER INC. (Incorporated in Delaware) (Owned by
Prudential Securities Incorporated) (100%)

Ownership of Delaware Business Trust utilized by Mortgage Finance Unit to
facilitate CALI Transaction.

88. PRUDENTIAL SECURITIES FUTURES MANAGEMENT INC. (Incorporated in Delaware) (Owned
by Prudential Securities Incorporated) (100%)

1) General partner of a limited partnership with assets invested in commodities,
futures contracts and commodity-related products and 2) Commodities and futures
contract business.

89. PRUDENTIAL SECURITIES (SOUTH AMERICA) INCORPORATED (Incorporated in Delaware)
(Owned by Prudential Securities Incorporated) (100%)

Holding company for Prudential Securities (Argentina) Incorporated and
Prudential Securities (Uruguay) S.A.

90. PRUDENTIAL SECURITIES (ARGENTINA) INCORPORATED (Incorporated in Delaware) (Owned
by Prudential Securities [South America] Incorporated) (100%)

Service affiliate of Prudential Securities Incorporated in Argentina.

91. PRUDENTIAL SECURITIES (URUGUAY) S.A. (Incorporated in Uruguay) (Owned by
Prudential Securities [South America] Incorporated) (100%)

Service affiliate of Prudential Securities Incorporated in Uruguay.

92. SHIELDS MODEL ROLAND SECURITIES INCORPORATED (Incorporated in New York) (Owned
by Prudential Securities Incorporated) (100%)

Inactive.

93. WEXFORD CLEARING SERVICES CORPORATION (Incorporated in Delaware) (Owned by
Prudential Securities Incorporated) (100%)

Inactive.

94. PRUDENTIAL SECURITIES LEASE HOLDING INC. (Incorporated in New York) (Owned by
Prudential Securities Group Inc.) (100%)

Owns IBM computers and leases them to Prudential Securities Incorporated.

95. PRUDENTIAL SECURITIES MUNICIPAL DERIVATIVES, INC. (Incorporated in Delaware)
(Owned by Prudential Securities Group Inc.) (100%)

Serves as a general partner in a limited partnership structure providing
floating rate & inverse floating rate municipal securities.

96. PRUDENTIAL SECURITIES REALTY FUNDING CORPORATION (Incorporated in Delaware)
(Owned by Prudential Securities Group Inc.) (100%)

Purchase and sale of residential first mortgage whole loans, including purchase
and sales under repurchase agreements. Sales may be in whole loan, participation
certificates, agency or securitized format.
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97. PRUDENTIAL SECURITIES SECURED FINANCING CORPORATION (Incorporated in Delaware)
(Owned by Prudential Securities Group Inc.) (100%)

Purchase and securitization of mortgages and other assets.

98. PRUDENTIAL SECURITIES STRUCTURED ASSETS, INC. (Incorporated in Ohio) (Owned by
Prudential Securities Group Inc.) (100%)

Inactive.

99. P-B FINANCE LTD. (Incorporated in The Cayman Islands) (Owned by Prudential
Securities Structured Assets, Inc) (100%)

Finances commodity margin calls, both original and variation, and does other
financing transactions for a select group of international and domestic
customers.

100. R&D FUNDING CORP. (Incorporated in Delaware) (Owned by Prudential Securities
Group Inc.) (100%)

Acts as a general partner in research and development partnerships.

101. SEAPORT FUTURES MANAGEMENT, INC. (Incorporated in Delaware) (Owned by Prudential
Securities Group Inc.) (100%)

1) General partner of limited partnership with assets invested in commodities,
futures contracts and commodity-related products, 2) Commodities and futures
contracts business.

102. SPECIAL SITUATIONS MANAGEMENT INC. (Incorporated in Delaware) (Owned by
Prudential Securities Group Inc.) (100%)

Inactive.

H. SUBSIDIARIES OF THE PRUDENTIAL INVESTMENT CORPORATION

1. GATEWAY HOLDINGS, S.A. (Incorporated in Luxembourg) (100%)

A financial holding company which owns Luxembourg registered investment
management companies. Gateway Holdings, S.A. is the parent of Amicus Investment
Company, Global Income Fund Management Company, S.A., Global Series Fund II
Management Company, S.A., Jennison Long Bond Management Company, and PAEC
Management Company.

2. AMICUS INVESTMENT COMPANY (Incorporated in the Cayman Islands) (Owned by Gateway
Holdings, S.A.) (100%)

Provides promotion and sponsorship functions for the Amicus Equity Fund, an
open-ended investment trust established under the jurisdiction of the Cayman
Islands.

3. GLOBAL INCOME FUND MANAGEMENT COMPANY, S.A. (Incorporated in Luxembourg) (Owned
by Gateway Holdings, S.A.) (100%)

Acts as the management company for Global Income Fund, an investment fund
organized in Luxembourg.
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4. GLOBAL SERIES FUND II MANAGEMENT COMPANY, S.A. (Incorporated in Luxembourg)
(Owned by Gateway Holdings, S.A.) (100%)

Acts as the management company for Global Series Fund II, an investment fund
organized in Luxembourg.

5. JENNISON LONG BOND MANAGEMENT COMPANY (Incorporated in Luxembourg) (Owned by
Gateway Holdings, S.A.) (100%)

Acts as the management company for Jennison Long Bond Fund, an investment fund
organized in Luxembourg. The Fund invests in a diversified portfolio of
securities issued or guaranteed by the U.S. Government of which units of the
fund are offered privately to Japanese institutional investors through PIC's
Japan representative office in Tokyo.

6. PAEC MANAGEMENT COMPANY (Incorporated in Luxembourg) (Owned by Gateway Holdings,
S.A.) (100%)

Inactive.

7. PRUDENTIAL ASSET SALES AND SYNDICATIONS, INC. (Incorporated in Delaware) (100%)

Registered broker/dealer which engages in the investment banking business. Also
responsible for the syndication or sale of Prudential originated private
placement deals.

8. PRUDENTIAL HOME BUILDING INVESTORS, INC. (Incorporated in New Jersey) (100%)

Acts as the general partner of a limited partnership, Prudential Home Building
Advisors, L.P. Through this partnership it provides investment advisory services
in a portfolio of residential land improvement and/or single family home
construction projects.

9. PRUSUPPLY, INC. (Incorporated in Delaware) (100%)

Serves as an inventory facility, holding investments pending sale for Prudential
Asset Sales and Syndications, Inc. Enters into contracts for the supply of
fossil fuel and other inventory.

10. PRUSUPPLY CAPITAL ASSETS, INC. (Incorporated in New Jersey) (Owned by PruSupply,
Inc.) (100%)

Serves as a capital base for the syndication activity of Prudential Asset Sales
and Syndications, Inc. It will hold, invest, and reinvest stocks, bonds, etc. to
support the borrowing capacity of PruSupply, Inc.

11. THE PRUDENTIAL ASSET MANAGEMENT COMPANY, INC. (Incorporated in New Jersey)
(100%)

Provides various record keeping, benefit payment, and plan consulting services
to The Prudential and its clients. It also acts as a solicitor on behalf of
affiliates who are investment advisors.

12. CSI ASSET MANAGEMENT, INC. (Incorporated in Delaware) (Owned by The Prudential
Asset Management Company, Inc.) (100%)

Provides institutional clients (primarily state and municipal employee benefit
plans) with discretionary management of portfolios investing in U.S. stocks and
bonds.
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13. ENHANCED INVESTMENT TECHNOLOGIES, INC. (Incorporated in New Jersey) (Owned by
The Prudential Asset Management Company, Inc.) (100%)

Provides investment advisory services to institutional clients using domestic
index portfolios.

14. MERCATOR ASSET MANAGEMENT, INC. (Incorporated in Florida) (Owned by The
Prudential Asset Management Company, Inc.) (100%)

Serves as an investment advisor with a focus on global and international
investing for institutional clients.

15. PCM INTERNATIONAL, INC. (Incorporated in New Jersey) (Owned by The Prudential
Asset Management Company, Inc.) (100%)

Serves as an investment advisor with a focus on global and international
investing for institutional clients.

16. PRUDENTIAL ASIA INVESTMENTS LIMITED (Incorporated in the British Virgin Islands)
(Common stock 100% owned by The Prudential Asset Management Company, Inc. and
preferred stock 50% owned by The Prudential Asset Management Company, Inc. and
50% owned by Prudential Securities Group Inc.)

A holding company for subsidiaries engaged in investment management, merchant
banking, portfolio management and direct investment activities in the Far East.

17. PRUASIA DBS LIMITED (Incorporated in Hong Kong) (Owned by Prudential Asia
Investments Limited) (50%)

Provides corporate finance services in the Far East.

18. PRUDENTIAL ASIA FUND MANAGEMENT LIMITED (BVI) (Incorporated in the British
Virgin Islands) (Owned by Prudential Asia Investments Limited) (100%)

A holding company for Prudential Asia Fund Management Limited and Prudential
Asia Fund Managers (HK) Limited and engages in portfolio investment management
and advisory services with a concentration on publicly traded securities.

19. PRUDENTIAL ASIA FUND MANAGEMENT LIMITED (Incorporated in Hong Kong) (Owned by
Prudential Asia Fund Management Limited [BVI]) (100%)

Provides investment advisory activities in the United States.

20. PRUDENTIAL ASIA FUND MANAGERS (HK) LIMITED (Incorporated in Hong Kong) (Owned by
Prudential Asia Fund Management Limited [BVI]) (100%)

Provides investment advisory activities in Hong Kong.

21. PRUDENTIAL ASSET MANAGEMENT ASIA LIMITED (BVI) (Incorporated in the British
Virgin Islands) (Owned by Prudential Asia Investments Limited) (100%)

Makes direct investments and provides investment advisory services in China,
Taiwan, Korea, Japan, Australia and New Zealand.

22. PAMA (INDONESIA) LIMITED (Incorporated in the British Virgin Islands) (Owned by
Prudential Asset Management Asia Limited (BVI)) (75%)

Engaged in the management and operation of PT PAMA Indonesia, an Indonesian
Venture Capital Company, and a unit trust which makes direct investments in
Indonesian companies.
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23. PAMA (SINGAPORE) PRIVATE LIMITED (Incorporated in Singapore) (Owned by
Prudential Asset Management Asia Limited [BVI]) (100%)

Engaged in direct investments, corporate finance and portfolio management
activities in Singapore.

24. PRUDENTIAL ASSET MANAGEMENT ASIA HONG KONG LIMITED (Incorporated in Hong Kong)
(Owned by Prudential Asset Management Asia Limited [BVI]) (100%)

Engaged in direct investments and portfolio management activities in Hong Kong.

25. P.T. PAMA VENTURA INDONESIA (Incorporated in Indonesia) (Owned by Prudential
Asset Management Asia Limited [BVI]) (65%)

An Indonesian Venture Capital Company which invests directly in Indonesian
companies or in a trust that invests in Indonesian companies.

26. SJ BEDDING B.V. (Incorporated in the Netherlands) (Owned by Prudential Asia
Investments Limited) (100%)

A holding company for Prudential Asia Investments Limited's investment in the
shares of Simmons Co., Limited.

27. SIMMONS BEDDING AND FURNITURE (HK) LIMITED (Incorporated in Hong Kong) (Owned by
SJ Bedding BV) (66.24%)

Collectively with its affiliates engages in the manufacturing, sales and
distribution of bedding products, furniture and accessories in Japan, Hong Kong,
Singapore and Macau.

28. SIMMONS ASIA LIMITED (Incorporated in the British Virgin Islands) (Owned by
Simmons Bedding & Furniture [HK] Limited) (90%)

Engages in the business of licensing Simmons related trademarks and technology
in Asia Pacific countries other than those covered by Simmons Co., Limited.

29. SIMMONS (SOUTHEAST ASIA) PRIVATE LIMITED (Incorporated in Singapore) (Owned by
Simmons Asia Limited) (100%)

Carries out manufacturing and distribution activities of the bedding products,
furniture and accessories in Singapore.

30. SIMMONS CO., LIMITED (Incorporated in Japan) (Owned by SJ Bedding B.V.) (66.24%)

A holding company for Simmons Bedding and Furniture (HK) Limited.

31. PRUDENTIAL ASSET MANAGEMENT COMPANY SECURITIES CORPORATION (Incorporated in
Delaware) (Owned by The Prudential Asset Management Company, Inc.) (100%)

Markets to institutional clients investment products developed by other
Prudential affiliates that must be sold by an SEC registered broker-dealer with
a membership in the NASD.

32. PRUDENTIAL TIMBER INVESTMENTS, INC. (Incorporated in New Jersey) (100% of common
stock owned by The Prudential Asset Management Company, Inc.) (100% of preferred
stock owned by The Prudential Insurance Company of America.)

Provides timber investment management services to institutional clients.
Acquires and manages commercial timber properties with the goal of generating
competitive returns.
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33. THE PRUDENTIAL INVESTMENT ADVISORY COMPANY, LTD. (Incorporated in Japan) (100%)

Provides investment management services to Japanese institutional investors and
for Prudential's General Account with respect to Japanese and global securities.

34. THE PRUDENTIAL PROPERTY COMPANY, INC. (Incorporated in New Jersey) (100%)

Inactive.

35. THE PRUDENTIAL REALTY ADVISORS, INC. (Incorporated in New Jersey) (100%)

Provides advice and administrative services to others with respect to the
ownership, sale, and management of real property.

36. TRGOAG COMPANY, INC. (Incorporated in Delaware) (100%)

Organized to own interests in oil and gas properties.
</TABLE>

C - 39

<PAGE>
Item 31. Number of Contractowners

As of February 29, 1996, the number of contractowners of qualified contracts
offered by Registrant was 403, and the number of contractowners of non-qualified
contracts offered by Registrant was 6.

Item 32. Indemnification

The Prudential Directors' and Officers' Liability and Corporation Reimbursement
Insurance Program, purchased by The Prudential from Aetna Casualty & Surety
Company, CNA Insurance Companies, Lloyds of London, Great American Insurance
Company, Reliance Insurance Company, Corporate Officers & Directors Assurance
Ltd., A.C.E. Insurance Company, Ltd., XL Insurance Company, Ltd., and Zurich-
American Insurance Company, provides reimbursement for "Loss" (as defined in the
policies) which the Company pays as indemnification to its directors or officers
resulting from any claim for any actual or alleged act, error, misstatement,
misleading statement, omission, or breach of duty by persons in the discharge of
their duties solely in their capacities as directors or officers of The
Prudential, any of its subsidiaries, or certain investment companies affiliated
with The Prudential. Coverage is also provided to the individual directors or
officers for such Loss, for which they shall not be indemnified. Loss
essentially is the legal liability on claims against a director or officer,
including adjudicated damages, settlements and reasonable and necessary legal
fees and expenses incurred in defense of adjudicatory proceedings and appeals
therefrom. Loss does not include punitive or exemplary damages or the multiplied
portion of any multiplied damage award, criminal or civil fines or penalties
imposed by law, taxes or wages, or matters which are uninsurable under the law
pursuant to which the policies are construed.

There are a number of exclusions from coverage. Among the matters excluded are
Losses arising as the result of (1) claims brought about or contributed to by
the criminal or fraudulent acts or omissions or the willful violation of any law
by a director or officer, (2) claims based on or attributable to directors or
officers gaining personal profit or advantage to which they are not legally
entitled, and (3) claims arising from actual or alleged performance of, or
failure to perform, services as, or in any capacity similar to, an investment
adviser, investment banker, underwriter, broker or dealer, as those terms are
defined in the Securities Act of 1933, the Securities Exchange Act of 1934, the
Investment Advisers Act of 1940, the Investment Company Act of 1940, any rules
or regulations thereunder, or any similar federal, state or local statute, rule
or regulation.

The limit of coverage under the Program for both individual and corporate
reimbursement coverage is $150,000,000. The retention for corporate
reimbursement coverage is $10,000,000 per loss.

The relevant provisions of New Jersey Law permitting or requiring
indemnification, New Jersey being the state of organization of The Prudential,
can be found in Section 14A:3-5 of the New Jersey Statutes Annotated. The text
of The Prudential's by-law 26, which relates to indemnification of officers and
directors, is incorporated by reference to Exhibit (8)(ii) to this Registration
Statement.

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

Item 33. Business and Other Connections of Investment Adviser

Prudential does have other business of a substantial nature besides activities
relating to the assets of the registrant. Prudential is involved in insurance,
reinsurance, securities, pension services, real estate and banking.

C - 40

<PAGE>

The Prudential Investment Corporation (PIC) is an investment unit of Prudential
and is actively engaged in the business of giving investment advice. The
officers and directors of Prudential and PIC who are engaged directly or
indirectly in activities relating to the registrant have no other business,
profession, vocation, or employment of a substantial nature, and have not had
such other connections during the past two years.

The business and other connections, including principal business address, of
Prudential's Directors are listed under "Directors and Officers of Prudential"
in the Statement of Additional Information (Part B of this Registration
Statement).

<TABLE>
<S> <C> <C> <C>
Item 34. Principal Underwriter

(a) Prudential Retirement Services, Inc., an indirect wholly-owned subsidiary of
Prudential acts as the principal underwriter for The Prudential Variable Contract
Account-2, The Prudential Variable Contract Account-11, The Prudential Variable
Contract Account-24, The Prudential Institutional Fund and for the Registrant, all
(except for The Prudential Variable Contract Account-24) registered as open-end
management investment companies under the Investment Company Act of 1940.
</TABLE>

<TABLE>
<CAPTION>
(b) (1) (2) (3)
Name and Principal Position and Offices Positions and Offices
Business Address with Underwriter with Registrant
---------------------- ------------------------ ------------------------
<S> <C> <C> <C>
Mark R. Fetting Chairman, President & Chairman, The Prudential
751 Broad Street Director Variable Contract Ac-
Newark, NJ 07102-3777 count-10 Committee
Nancy Lindgren Vice President, Comp- None
troller, Director
Robert E. Lee Vice President None
C. Edward Chaplin Treasurer None
Thomas A. Early Vice President, Secretary
Secretary
Walter E. Watkins, Jr. Vice President None
Michael G. Williamson Assistant Comptroller Assistant Secretary, The
Prudential Variable Con-
tract Account-10 Com-
mittee
Jeffrey Hiller Assistant Secretary None
</TABLE>

<TABLE>
<S> <C> <C> <C>
(c) Reference is made to the Section entitled "Charges" of the prospectus (Part A of
this Registration Statement), "Investment Management and Administration of VCA-10,
VCA- 11 and VCA-24" on page 2 of the Statement of Additional Information (Part B
of this Registration Statement) and Exhibit (5)(ii).

Item 35. Location of Accounts and Records

The names and addresses of the persons who maintain physical possession of the accounts, books and
documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the rules
thereunder are:

The Prudential Insurance Company of America
and The Prudential Investment Corporation
Prudential Plaza
Newark, New Jersey 07102-3777
</TABLE>

C - 41

<PAGE>

<TABLE>
<S> <C> <C> <C>
The Prudential Insurance Company of America
and The Prudential Investment Corporation
Gateway Three Building and Gateway Four Building
100 Mulberry Street
Newark, New Jersey 07102

The Prudential Insurance Company of America and
The Prudential Investment Corporation
56 North Livingston Avenue
Roseland, New Jersey 07068

The Prudential Insurance Company of America
c/o Prudential Defined Contribution Services
30 Scranton Office Park
Moosic, Pennsylvania 18507-1789

The Prudential Insurance Company of America
c/o The Prudential Asset Management Company, Inc.
71 Hanover Road
Florham Park, New Jersey 07932

Investors Fiduciary Trust Company
127 West 10th Street
Kansas City, Missouri 64105

Item 36. Management Services

Not Applicable

Item 37. Undertakings

Subject to the terms and conditions of Section 15(d) of the Securities Exchange Act of 1934, the under-
signed Registrant hereby undertakes to file with the Securities and Exchange Commission such supple-
mentary and periodic information, documents and reports as may be prescribed by any rule or regulation
of the Commission heretofore or hereafter duly adopted pursuant to authority conferred in that section.
Registrant also undertakes (1) to file a post-effective amendment to this registration statement as
frequently as is necessary to ensure that the audited financial statements in the registration statement
are never more than 16 months old as long as payment under the contracts may be accepted; (2) to affix
to the prospectus a postcard that the applicant can remove to send for a Statement of Additional
Information or to include as part of any application to purchase a contract offered by the prospectus, a
space that an applicant can check to request a Statement of Additional Information; and (3) to deliver
any Statement of Additional Information promptly upon written or oral request.

Restrictions on withdrawal under Section 403(b) Contracts are imposed in reliance upon, and in compli-
ance with, a no-action letter issued by the Chief of the Office of Insurance Products and Legal
Compliance of the Securities and Exchange Commission to the American Council of Life Insurance on
November 28, 1988.

Representation Pursuant to Rule 6c-7

Registrant represents that it is relying upon Rule 6c-7 under the Investment Company Act of 1940 in
connection with the sale of its group variable contracts to participants in the Texas Optional
Retirement Program. Registrant also represents that it has complied with the provisions of paragraphs
(a) - (d) of the Rule.
</TABLE>

C - 42

<PAGE>
SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act
of 1940, the Registrant has caused this Post-Effective Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Newark, and State of New Jersey, on the day
of April, 1996 and certifies that this Amendment is filed solely for one or more
of the purposes specified in Rule 485(b)(1) under the Securities Act of 1933 and
that no material event requiring disclosure in the prospectus, other than one
listed in Rule 485(b)(1), has occurred since the effective date of the most
recent Post-Effective Amendment to the Registration Statement which included a
prospectus.

THE PRUDENTIAL VARIABLE CONTRACT ACCOUNT-10

By: /s/ Mark R. Fetting
--------------------------
Mark R. Fetting
Chairman

C - 43
<PAGE>
SIGNATURES

As required by the Securities Act of 1933, this Amendment to the
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
Signature Title Date
- ----------------------------- ----------------------------- ---------------

<S> <C> <C>
*MARK R. FETTING Member and Chairman, The )
- ---------------------------- Prudential Variable Contract)
Mark R. Fetting Account-10 Committee )

*SAUL K. FENSTER Member, The Prudential )
- ---------------------------- Variable Contract Account-10) April 29, 1996
Saul K. Fenster Committee )

*MARY C. GENCHER Member, The Prudential )
- ---------------------------- Variable Contract Account-10)
Mary C. Gencher Committee )

*JAMES H. SCOTT, JR. Member, The Prudential )
- ---------------------------- Variable Contract Account-10)
James H. Scott, Jr. Committee )

*JOSEPH WEBER Member, The Prudential )
- ---------------------------- Variable Contract Account-10)
Joseph Weber Committee )
</TABLE>

*By: /s/ C. Christopher Sprague
--------------------------------
C. Christopher Sprague
(Attorney-in-Fact)

C - 44
<PAGE>
SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act
of 1940, The Prudential Insurance Company of America has caused this Amendment
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Newark, and State of New Jersey, on
the day of April, 1996.

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

By: /s/ Mark R. Fetting
--------------------------
Mark R. Fetting
Vice President

As required by the Securities Act of 1933, this Amendment to the
Registration Statement has been signed below by the following Directors and
Officers of The Prudential Insurance Company of America in the capacities and on
the date indicated.

<TABLE>
<CAPTION>
Signature Title Date
- ----------------------------- ----------------------------- ---------------

<S> <C> <C>
*Arthur F. Ryan Chairman of the Board, )
- ---------------------------- President and Chief ) April 29, 1996
Arthur F. Ryan Executive Officer )

*Garnett L. Keith, Jr. )
- ---------------------------- Vice Chairman and Director ) April 29, 1996
Garnett L. Keith, Jr. )
</TABLE>

*By: /s/ C. Christopher Sprague
--------------------------------
C. Christopher Sprague
(Attorney-in-Fact)

C - 45
<PAGE>

<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
- --------------------------------- ---------------------- ---------------

*Mark B. Grier Senior Vice President)
- -------------------------------- and Comptroller and ) April 29, 1996
Mark B. Grier Principal Financial )
Officer )

*Franklin E. Agnew
- -------------------------------- Director )
Franklin E. Agnew )

*Frederic K. Becker
- -------------------------------- Director )
Frederic K. Becker )

*William W. Boeschenstein
- -------------------------------- Director )
William W. Boeschenstein )

*Lisle C. Carter, Jr.
- -------------------------------- Director )
Lisle C. Carter, Jr. )

*James G. Cullen
- -------------------------------- Director )
James G. Cullen )

*Carolyne K. Davis
- -------------------------------- Director )
Carolyne K. Davis )

*Roger A. Enrico
- -------------------------------- Director )
Roger A. Enrico )

*Allan D. Gilmour
- -------------------------------- Director )
Allan D. Gilmour )

*William H. Gray, III
- -------------------------------- Director )
William H. Gray, III )

*Jon F. Hanson
- -------------------------------- Director )
Jon F. Hanson )
</TABLE>

*By: /s/ C. Christopher Sprague
--------------------------------
C. Christopher Sprague
(Attorney-in-Fact)

C - 46
<PAGE>

<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
- --------------------------------- ---------------------- ---------------

*Constance J. Horner
- -------------------------------- Director ) April 29, 1996
Constance J. Horner )

*Allen F. Jacobson
- -------------------------------- Director )
Allen F. Jacobson )

*Burton G. Malkiel
- -------------------------------- Director )
Burton G. Malkiel )

*Charles R. Sitter
- -------------------------------- Director )
Charles R. Sitter )

*Donald L. Staheli
- -------------------------------- Director )
Donald L. Staheli )

*Richard M. Thomson
- -------------------------------- Director )
Richard M. Thomson )

*P. Roy Vagelos, M.D.
- -------------------------------- Director )
P. Roy Vagelos, M.D. )

*Stanley C. Van Ness
- -------------------------------- Director )
Stanley C. Van Ness )

*Paul A. Volcker
- -------------------------------- Director )
Paul A. Volcker )

*Joseph H. Williams
- --------------------------------
Joseph H. Williams Director )
</TABLE>

*By: /s/ C. Christopher Sprague
--------------------------------
C. Christopher Sprague
(Attorney-in-Fact)

C - 47
<PAGE>
Exhibit Index

<TABLE>
<S> <C> <C> <C>
Ex-99.10 (iii)(f) Specimen Copy of Group
Annuity Contract Form
GAA-7900-DefComp for deferred
compensation plan contracts issued
before May 1, 1996 C - 49

Ex-99.11 (iii)(g) Specimen Copy of Group
Annuity Contract Form GAA-7900-
DefComp-1 for deferred compensation
plan contracts issued before May 1,
1996 C - 49

Ex-99.12 (iii)(h) Specimen Copy of Group
Annuity Contract Form GAA-7900-
Secular for deferred compensation
plan contracts issued before May 1,
1996 C - 49

Ex-99.13 (iii)(i) Specimen Copy of Group
Annuity Contract Form
GAA-7900-Secular-1 for deferred
compensation plan contracts issued
before May 1, 1996 C - 49

Ex-99.2 ByLaws C - 50

Ex-99.13 (i) Consent of Independent Auditors C - 60

Ex-99.13 (ii)(a) Power of Attorney -- Registrant's
Committee C - 61

Ex-99.16 Calculation of Performance Data C - 62
</TABLE>

C - 48

<PAGE>
EXHIBIT 99.2

CHARTER
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

As Amended By the Board
To And Including
November 14, 1995
and Approved By The
Insurance Commissioner
To And Including
January 9, 1996

<PAGE>
CHARTER
OF THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

The Prudential Insurance Company of America, a corporation created as a stock
life insurance corporation by Chapter 521 of the Private Laws of the year 1873
of the State of New Jersey, the charter of which thereby granted was amended by
Chapter 40 of the Private Laws of the year 1975 and from time to time further
amended by action of directors and stockholders as authorized by the general
laws of the State of New Jersey, which corporation became a mutual life
insurance corporation by virtue of the provisions of Article Eight of Chapter
Thirty-four of Title 17 of the Revised Statutes and did adopt, pursuant to the
provisions of Chapter 14 of the Laws of New Jersey of the year 1943, an amended
charter, does hereby adopt, pursuant to the provisions of Subtitle 3 of Title
17B, of the New Jersey Statutes, this Amended Charter setting forth fully and
completely all of the terms and conditions of the Charter under which the
corporation shall hereafter transact business.

1. The name of the corporation shall continue to be "The Prudential
Insurance Company of America."

2. The principal office of the corporation in the State of New Jersey shall
be located at 745 Broad Street in the City of Newark, County of Essex,
and the name of the agent in and in charge of such principal office upon
whom process against the corporation may be served is Susan L. Blount.

3. The business of the corporation shall be that of a mutual life insurance
corporation, with all of the rights, privileges and powers conferred upon
such corporation by the general laws of New Jersey, and such as may from
time to time be conferred by law upon such corporations. The kinds of
insurance, reinsurance and annuities to be written by the corporation
shall be "Life Insurance" as defined in Section 17B:17-3 of Subtitle 3 of
Title 17B of the New Jersey Statutes, "Health insurance" as defined in
Section 17B:17-4 of said Subtitle 3, "Annuity" as defined in Section
17B:17-5 of said Subtitle 3, "Legal services insurance" as defined in and
authorized by Section 17:46C-1 of Title 17 of the New Jersey Statutes,
"Reinsurance" as defined in and authorized by Section 17B:18-62 and
17B:18-63 of said Subtitle 3, "Extended reinsurance" as defined in and
authorized by Section 17B:18-65 of said Subtitle 3, and such other
insurance and reinsurance as may be permitted under the laws of the State
of New Jersey to be written by an insurer authorized to do the kinds of
business described in Sections 17B; 17-3, 17B:17-4 and 17B:17-5 of said
Subtitle 3. Independently of any insurance or annuity contract, the
corporation may provide services of the kinds authorized for a domestic
life insurance corporation by Section 17B:18-43 of said Subtitle 3,
subject to the provisions of said Section, and such as may from time to
time be authorized for a domestic life insurance corporation by the laws
of New Jersey.

4. The corporation shall continue to be a mutual life insurance corporation.

5. The duration of the life of the corporation shall be unlimited.

6. The Board of Directors shall exercise all of the corporate powers of the
corporation except as otherwise provided by law and shall manage all of
the property, business and affairs of the corporation.

7. The Board of Directors shall be of the number and shall be chosen in the
manner set forth in Sections 17B:18-19 to 17B:18-28 inclusive, of
Subtitle 3 of Title 17B, of the New Jersey Statutes.

8. Any vacancy in the Board of Directors shall be filled in the manner
provided in Section 17B:18-19 to 17B:18-28 inclusive, of Subtitle 3 of
Title 17B, of the New Jersey Statutes.

9. The Board of Directors shall have full power from time to time to make,
alter, amend and rescind by-laws, rules and regulations for the conduct
of the business and affairs of the
<PAGE>
corporation in conformity with the provisions of this Amended Charter,
and to employ such officers and agents as the Board of Directors in its
discretion may determine for the conduct of such business and affairs.

10.No Director or officer of the corporation shall be personally liable to
the corporation or its policyholders for damages for breach of any duty
owed to the corporation or its policyholders, except that this provision
shall not relieve any such Director or officer of liability for any act
or omission for which such relief cannot be granted under the laws of the
State of New Jersey, as they exist on the date hereof or as they may
hereafter be amended. Neither the amendment or repeal of this Article nor
the adoption of any provision of this Amended Charter which is
inconsistent with this Article shall apply to or have any effect on the
liability or alleged liability of any Director or officer of the
corporation for or with respect to any act or omission of such Director
or officer occurring prior to such amendment, repeal or adoption.

I hereby certify that the foregoing is a true copy of the Charter of The
Prudential Insurance Company of America.

.................................
Secretary

Date January, 1996

<PAGE>

Exhibit .2

April 22, 1996

I hereby certify that the following "By-laws" numbered 1 to 27, inclusive, is a
true copy of the By-laws of the Prudential Insurance Company of America adopted
by the Directors August 10, 1943 as amended to and including August 8, 1995.

BY-LAWS
OF THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

1. The business of the corporation shall be the making of insurance upon
the lives or health of persons and every insurance appertaining
thereto, the granting, purchasing and disposing of annuities, the
making of insurance against bodily injury or death by accident, the
making of legal services insurance, the assuming of risks through
extended reinsurance, and the providing of those kinds of services
that a domestic insurer is permitted to provide by Subtitle 3 of Title
17B, of the New Jersey Statutes; and, as incidental to such primary
objects and purposes, the investment and reinvestment from time to
time of its capital, surplus and other funds or any part thereof and
the funds of other persons in such manner as may be authorized or
permitted by law.

2. The business of the corporation shall be managed by a board of twenty-
three directors, except when different persons hold the offices of
Chairman of the Board and President and the Chairman of the Board and
not the President is the Chief Executive Officer of the corporation in
which case the number shall be twenty-four. All of the directors
shall be policyholders of the corporation. Six directors shall be
such persons as may be appointed by the Chief Justice of the Supreme
Court of New Jersey as public directors pursuant to the provisions of
Subtitle 3 of Title 17B, of the New Jersey Statutes, sixteen directors
shall be elected by the policyholders as provided by Subtitle 3 of
Title 17B, of the New Jersey Statutes; and in addition the Chairman of
the Board and Chief Executive Officer and the President elected and
holding office as such from time to time shall be ex officio
directors.

The public directors and elected directors shall be classified as
provided by law. If the office of any elected director shall become
vacant by reason of death, resignation, or any other cause, the Board
shall by a majority vote of its entire number as then constituted,
elect a successor who shall hold office for the unexpired term to
which such vacancy relates.

3. Directors of the corporation shall be elected by a majority of the
votes cast at the annual election of directors held at the principal
office of the corporation in the City of Newark, New Jersey on the
first Tuesday in April of each year conducted in the manner provided
by Subtitle 3 of Title 17B, of the New Jersey Statutes.

4. Regular meetings of the Board of Directors shall be held at such times
as may be fixed from time to time by resolution of the Board of
Directors. All meetings of the Board of Directors whether regular or
special shall be held at the principal office of the corporation in
the City of Newark, New Jersey, or at such other place as the Chairman
of the Board and Chief Executive Officer may direct upon notice as
prescribed by By-law 5. Eleven directors shall be necessary to
constitute a quorum for the transaction of business at any regular or
special meeting of the Board of Directors.

<PAGE>

Where appropriate communication facilities are reasonably available,
any or all directors shall have the right to participate in all or any
part of a meeting of the Board or a Committee of the Board by means of
conference telephone or any other means of communication by which all
persons participating in the meeting are able to hear each other.

Any action required or permitted to be taken pursuant to authorization
voted at a meeting of the Board or any Committee thereof may be taken
without a meeting if, prior or subsequent to the action, all members
of the Board or such Committee, as the case may be, consent thereto in
writing and the written consents are filed with the minutes of the
proceedings of the Board or Committee. Such consent shall have the
same effect as a unanimous vote of the Board or Committee for all
purposes.

5. Special meetings of the Board of Directors may be called at any time
by the Chairman of the Board and Chief Executive Officer, or may be
called at any time by five or more directors. Notice of any such
special meeting shall be given to each director either orally, by
mail, telephone, telegraph or otherwise, in time to afford to each
director time to attend such meeting if at the time of giving such
notice that director were at the place in which he or she usually
resides or does business. Such notice shall state the purpose of any
such special meeting.

6. (a) The officers of the corporation shall be a Chairman of the Board
and Chief Executive Officer, a President, one or more Vice
Chairmen, one or more Vice Presidents, one or more Secretaries,
one or more Assistant Secretaries, a Treasurer, a Deputy
Treasurer, one or more Assistant Treasurers, a Comptroller, one
or more Assistant Comptrollers, a Company Actuary, and one or
more Actuaries. Any Vice President may, in the discretion of the
Board of Directors, be designated at "Executive", "Senior" or
such other designation as may be deemed appropriate and, in the
case of any appointed Vice President, may be designated by the
proper officer of the corporation as "Departmental" or
"Functional" classification or such other designation as may be
deemed appropriate; and any assistant officer may, in the
discretion of the Board of Directors, be designated as
"Associate", "Assistant" or such other designation as may be
deemed appropriate. Also, any Vice President, whether elected by
the Board of Directors or appointed by the proper officers of the
corporation, may be designated as the "President", "Secretary",
"Treasurer" or "Comptroller" or such other title or designation
with respect to a business unit of the corporation as may be
deemed appropriate by the Board of Directors or the proper
officers of the corporation, as the case may be.

(b) The officers at the level of Vice President and above, except
those designated by "Departmental" or "Functional" classification
or by "Second" or any succeeding ordinal number shall be elected
by the Board of Directors. An elected officer shall hold office
for the term for which he or she is elected as determined by the
Board, subject, however to the power of removal by the Board as
hereinafter set forth. The Board of Directors may at any time
fill vacancies in the elective offices, may at any time and from
time to time elect such additional persons as officers as it
shall deem necessary, and may, at its pleasure and in its
absolute discretion, by a vote of not less than fourteen of its
members remove any officer with or without cause and without
notice. All other officers of the corporation including those
who are named officers for signatory purposes only shall be
appointed by the proper officer of the corporation. An appointed
officer shall hold office until his or her resignation or until
revocation of his or her appointment, with or without cause, by
such proper officer. No person shall be deemed to be an officer
of the corporation, except such as shall have been elected or
appointed and is holding office pursuant to the provisions of
this By-law. If the Board of Directors or a proper officer of
the

<PAGE>

corporation, as the case may be, shall deem it appropriate, any
one person may hold more than one of the foregoing offices
simultaneously.

(c) The several officers shall have such powers and authority and
perform such duties as commonly pertain to their respective
offices and as may be prescribed by the Board of Directors either
by virtue of these By-laws or otherwise or by the Chairman of the
Board and Chief Executive Officer, and the exercise of their
powers shall likewise be subject to such limitations as may be
imposed by the Board or by these By-laws or by the Chairman of
the Board and Chief Executive Officer, subject in all cases to
the authority of the Board. The Board of Directors shall fix the
compensation of all officers of the corporation at or above the
level of Senior Vice President and shall fix the initial
compensation of all other officers required to be elected by the
Board of Directors at the time of such election. The
compensation for all officers other than those whose compensation
requires approval of the Board of Directors under this By-law
shall be fixed by the proper officer of the corporation in
accordance with the corporation's compensation plans.

7. The Chairman of the Board and Chief Executive Officer shall preside at
all meetings of the Board of Directors. In case of the absence or
disability of the Chairman of the Board and Chief Executive Officer,
the President or a Vice Chairman designated by the Chairman of the
Board and Chief Executive Officer shall preside. In the case of a
vacancy in the office of the Chairman of the Board and Chief Executive
Officer, the Board shall make such designation and in case of a
vacancy in the offices of the Chairman of the Board and Chief
Executive Officer, the President, and all Vice Chairmen, the Board
shall choose its presiding officer. The Chairman of the Board and
Chief Executive Officer shall be ex officio a member of all standing
committees except the Compensation Committee and the Auditing
Committee. The Chairman of the Board and Chief Executive Officer
shall have absolute power to supervise and direct the business of the
corporation, subject only to the power and authority of the Board of
Directors. He or she also shall have power, subject to the power of
the Board, to appoint or remove all persons employed or to be employed
by the corporation in any capacity whatsoever except the officers
elected by the Board of Directors and shall have power to fix the
compensation of all persons employed or to be employed by the
corporation other than the compensation of officers whose compensation
shall be fixed by the Board of Directors as provided in these By-laws;
provided, however, that the payment of such compensation must be first
authorized by the Board of Directors when the amount to be paid any
person in any year is such that approval by the Board of Directors is
required under the laws of New Jersey or these By-laws.

8. The Chairman of the Board and Chief Executive Officer shall, with the
approval of the Board of Directors, designate the President, a Vice
Chairman or any other officer at or above the level of Senior Vice
President who, in the absence or disability of the Chairman of the
Board and Chief Executive Officer shall be vested with the powers and
required to perform the duties of the Chairman of the Board and Chief
Executive Officer except those pertaining to ex officio membership on
the Board of Directors and on standing committees thereof. Such
designation shall be made in writing, presented to the Board of
Directors at the stated meeting in January of each year and shall be
filed with the Secretary. When so acting in the place of the Chairman
of the Board and Chief Executive Officer such person shall be
designated as "Acting Chairman of the Board and Chief Executive
Officer". The Chairman of the Board and Chief Executive Officer may
at any time in like manner and with like approval, change such
designation and may also designate one or more Vice Presidents to act
in succession in the order designated by him or her in the place of
any acting Chairman of the Board and Chief Executive Officer in case
of the latter's absence, disability or death. During a vacancy in the
office of Chairman of the Board and Chief Executive Officer, the Board
shall

<PAGE>

make such designation. In other respects, the President, each Vice
Chairman and each Vice President shall exercise such powers and
perform such duties as may be prescribed by the Chairman of the Board
and Chief Executive Officer or by the Board of Directors. The
Chairman of the Board and Chief Executive Officer, the President, each
Vice Chairman, and any one of the Vice Presidents shall have power to
execute on behalf of the corporation all instruments, deeds, contracts
and other corporate acts and papers, subject only to the provisions of
By-law 24.

9. The Secretary shall be ex officio secretary of the Board of Directors
and of each of the standing committees except the Auditing Committee.
The Secretary shall attend all sessions of the Board of Directors and
of the Executive Committee and of the Finance Committee and, when
requested, any other committees of the Board. The Secretary shall
keep full and accurate minutes of the proceedings of the Board and of
the Executive Committee and Finance Committee and shall enter such
minutes in books provided for that purpose. The Secretary shall
furnish to the Board of Directors and to all committees such corporate
accounts and papers as may be required by them. The Secretary shall
have charge of the corporate seal of the corporation and shall have
power to affix the same to corporate instruments and to attest the
same. The Secretary shall have power to execute on behalf of the
corporation such instruments as may be required to be executed by him
or her. The Secretary shall have custody of the books, papers and
records of the corporation, shall give all notices on behalf of the
corporation except such as may by any provision of the law be required
to be given by any other officer and shall conduct such correspondence
and perform such other duties as may be assigned to him or her by the
Chairman of the Board and Chief Executive Officer or by the Board of
Directors.

10. The corporation shall have a common seal making the following
impression:

11. Each Assistant Secretary shall have power to execute on behalf of the
corporation such instruments as may be required to be executed by the
Secretary and to affix the seal of the corporation to corporate
instruments and to attest the same, subject, however, to the
provisions of By-law 24. Each Assistant Secretary shall perform such
duties as may be assigned to him or her from time to time by the
Chairman of the Board and Chief Executive Officer or the Secretary,
subject, however, to the power of the Board of Directors in the
premises.

12. The Treasurer shall have custody of such funds of the corporation as
shall be placed in his or her keeping, shall open and maintain
accounts in banking institutions in the name of the corporation for
the deposit of such funds and may open and maintain accounts in the
names or titles of representatives of the corporation under such
conditions as he or she may deem appropriate, subject to supervision
by the Finance Committee. All funds shall be disbursed only by
instruments signed by two or more officials to be designated by the
Finance Committee or pursuant to procedures approved by the Treasurer
and the Comptroller. The Treasurer shall have custody of such of the
securities of the corporation as shall be placed in his or her keeping
and shall open and maintain accounts in banking institutions in the
name of the corporation for the custody of other securities, including
accounts maintained for the purpose of participating in one or more
securities systems designed to permit the transfer of a security
without physical delivery of the certificate or other evidence of such
security, subject to supervision by the Finance Committee.

<PAGE>

The Treasurer shall have the power to sell, assign or transfer
securities of the corporation on the authorization or direction of the
Finance Committee or to take such other action in connection therewith
as may be authorized or directed by the Finance Committee, and shall
have power to execute, on behalf of the corporation, all instruments
necessary or appropriate in the premises. The Treasurer shall have
the power to borrow funds on behalf of the corporation on the
authorization of the Finance Committee and perform such other duties
as may be assigned to him or her by the Chairman of the Board and
Chief Executive Officer or the Board of Directors. The Deputy
Treasurer and each Assistant Treasurer shall have power to perform, on
behalf of the corporation, such duties as are or may be required to be
performed by the Treasurer, and shall perform such other duties as may
be assigned to him or her from time to time by the Chairman of the
Board and Chief Executive Officer or the Treasurer.

13. The Comptroller shall supervise the accounts of the corporation, shall
have supervision over and responsibility for the books, records,
accounting and system of accounting and auditing in each business unit
of the corporation, and shall perform such other duties as may be
assigned to him or her by the Chairman of the Board and Chief
Executive Officer or the Board of Directors.

14. The Company Actuary shall represent the corporation in all actuarial
matters affecting the corporation's business not otherwise delegated
to a specific business unit, and shall have the authority to execute
on behalf of the corporation the statements that are filed annually
with the insurance regulators that describe the financial condition of
the corporation at the end of the year, and its business for that
year. The Company Actuary shall perform such other duties as may be
assigned to him or her by the Chairman of the Board and Chief
Executive Officer, the Board of Directors or any of the committees.
Each business unit shall designate an Actuary who shall supervise the
designing and pricing of insurance and annuity products for such
Actuary's business unit, the valuation of the liabilities of the
corporation with respect to such products, the making of estimates as
may be required of the future financial results of the corporation,
and the conduct of research relevant to these duties. The Company
Actuary also shall perform such other duties as may be assigned to him
or her by the Chairman of the Board and Chief Executive Officer, the
Board of Directors or any of the committees.

15. The standing committees shall be:

i. An Executive Committee consisting of a Chairman to be appointed
by the Board of Directors, the Chairman of each of the other
standing committees, the Chairman of the Board and Chief
Executive Officer and such other members as the Board shall
appoint.

ii. A Finance Committee consisting of no fewer than five directors in
addition to the Chairman of the Board and Chief Executive
Officer.

iii. A Committee on Dividends consisting of no fewer than five
directors in addition to the Chairman of the Board and Chief
Executive Officer.

iv. A Committee on Nominations consisting of no fewer than five
directors in addition to the Chairman of the Board and Chief
Executive Officer.

v. A Compensation Committee consisting of no fewer than five non-
officer directors.

vi. An Auditing Committee consisting of no fewer than five non-
officer directors.

vii. A Committee on Business Ethics consisting of no fewer than three
directors in

<PAGE>

addition to the Chairman of the Board and Chief Executive
Officer.

The Board of Directors shall determine the number and appoint the
members of each of the standing committees. All appointments to any
one of the standing committees shall be for such period as the Board
shall determine.

The Chairman of the Board and Chief Executive Officer may, in his or
her discretion from time to time, appoint any member of the Board to
serve temporarily upon any standing or special committee during the
absence or disability of any regular member thereof.

16. The Executive Committee shall have general supervision over the
business of the corporation and, in the intervals between meetings of
the Board of Directors, shall exercise the corporate powers of the
corporation including those delegated to other committees, except to
the extent that such powers are reserved to the Board of Directors
either by virtue of these By-laws or otherwise; provided, however,
that the Executive Committee may fill all vacancies in the elective
offices of the corporation except the office of the Chairman of the
Board and Chief Executive Officer, the President, and any Vice
Chairman until such time as the Board shall act thereon; and provided
further, the Executive Committee shall not exercise powers delegated
to any other committee unless the Chairman and Chief Executive Officer
shall determine that it is not possible or convenient to convene such
other committee within the time required for taking action. All
action of the Executive Committee shall be reported to the Board of
Directors and shall, except in cases in which the rights or acts of
third parties would be affected, be subject to the direction of the
Board.

17. The Finance Committee shall have supervision of the custody of the
funds and securities of the corporation and shall direct and control
the making, management and disposition of its investments. The
Finance Committee shall have full power to authorize the Treasurer of
the corporation to borrow funds, both on a secured or unsecured basis,
on behalf of the corporation. The Committee shall examine into the
state of the cash, funds and investments of the corporation as often
as it deems necessary or when so required to do by the Board of
Directors. All action of the Finance Committee shall be reported to
the Board of Directors and shall, except in cases in which the rights
or acts of third parties would be affected, be subject to the
direction of the Board.

18. The Committee on Dividends shall from time to time submit to the Board
of Directors recommendations and resolutions for the disposition of
the surplus earnings of the corporation, having regard to the
requirements of the business, the security and adequacy of the
reserves held for the performance of the corporation's contracts and
the contract rights of policyholders to share in such earnings.

19. The Auditing Committee shall assist the Board of Directors in
fulfilling its fiduciary responsibilities relating to the accounting,
reporting and control practices of the corporation. In so doing, the
Committee shall: review the adequacy of the corporation's system of
internal control; recommend to the Board the appointment of
independent auditors; review the independent auditors' annual audit
plan, its control comments and recommendations, and management's
response to the recommendations; review the effectiveness of the
internal audit function, approve the scope of the internal audit
program and review internal audit findings; and conduct such other
inquiries and review such other materials as the Committee deems
appropriate. In carrying out its responsibilities, the Committee may
employ such auditors or accountants as it deems advisable or may avail
itself of the services of the regular auditors or accountants of the
corporation.

The Committee shall submit a report to the Board of Directors annually
describing the

<PAGE>

Committee's activities and containing any recommendations which the
Committee may have. The Committee shall discharge any additional
responsibilities as may be specified from time to time by the Board of
Directors.

20. The Committee on Nominations shall annually not later than the regular
June meeting of the Board of Directors recommend to the Board for
nomination as directors the names of four persons to succeed the
directors whose terms of office shall expire at the time of the next
annual election. Whenever a vacancy occurs in the Board of Directors,
the Committee on Nominations shall recommend a suitable person to fill
such vacancy, except that whenever a vacancy results from the failure
of a candidate for election to the Board of Directors to be elected by
a majority of votes cast, the public directors then serving on the
Board of Directors shall be constituted as a special nominating
committee to recommend a suitable person to fill such vacancy.

21. The Compensation Committee shall recommend to the Board of Directors
the compensation to be paid to officers of the corporation at or above
the level of Senior Vice President and the initial compensation of all
other officers required to be elected by the Board of Directors. The
Compensation Committee also shall have the authority to approve,
modify and rescind the corporation's compensation and employee
benefits plans and to make such decisions as are necessary to effect
their administration. The Committee shall have oversight
responsibility with respect to compensation and benefit plan
administration, and will review other human resources matters
pertaining to executive succession and such other policies and
procedures as may be relevant to examine periodically. The Committee
shall further discharge any additional responsibilities as may be
specified from time to time by the Board of Directors.

22. The Committee on Business Ethics shall have responsibility to review
the corporation's policies on business ethics and from time to time
make recommendations to the Board of Directors concerning the adoption
and amendment of the corporation's published statement on business
ethics. The Committee shall have responsibility for monitoring and
enforcing compliance with By-law 27 and the corporation's published
statement on business ethics. It shall have the authority to make
determinations of all questions that may arise thereunder, and to
interpret and enforce the requirements thereof by appropriate action.
The Committee shall also have the authority to grant exceptions
thereunder which in the Committee's judgment are appropriate or
desirable under the circumstances. The Committee shall further
discharge any additional responsibilities as may be specified from
time to time by the Board of Directors.

23. The fiscal year of the corporation shall commence on the first day of
January and end on the thirty-first day of December in each year.

24. Either the Chairman of the Board and Chief Executive Officer and the
Secretary or the President and the Secretary shall, except as
otherwise provided in the following sentence, execute all contracts of
insurance and annuity either by signing such contracts manually or by
causing to be thereto affixed their respective facsimile signatures
duly adopted by each of them for the purpose with the approval of the
Board of Directors. The Board of Directors, in its discretion, may
authorize the execution in the same manner of any such contracts
issued out of any office outside of the United States of America by
the proper officers of such office. In case any officer, as
aforesaid, who shall have signed a contract form or whose facsimile
signature shall have been affixed thereto shall cease to be such
officer by reason of death or otherwise before such contract shall
have been issued and delivered, such contract may nevertheless be
issued and delivered unless the Board of Directors shall otherwise
determine, and any such contract so issued and delivered shall be as
binding upon the corporation as though every officer who signed the
same or whose facsimile signature was affixed thereto, as aforesaid,
had continued to be such officer of the corporation.

<PAGE>

25. These By-laws may be altered, amended or rescinded without notice at
any regular meeting of the Board of Directors, or, upon such notice as
is prescribed by By-law 5, at any special meeting of the Board of
Directors, but in either case only by the vote of not less than twelve
members of the Board of Directors.

26. Except as otherwise provided in this By-law, the corporation shall
have the power conferred by Section 14A:3-5 of the New Jersey Statutes
to indemnify directors, officers, employees, and all other corporate
agents defined therein.

Any indemnification under this By-law pursuant to Section 14A:3-5, New
Jersey Statutes, shall be made by the corporation as authorized in a
specific case upon its being determined that (A) the costs,
disbursements and counsel fees included in any expenses for which
indemnification is made are reasonable, (B) except for indemnification
required by subsection 14A:3-5(4), indemnification is proper in the
circumstances because the corporate agent (i) met the applicable
standard of conduct set forth in subsection 14A:3-5(2) or subsection
14A:3-5(3), as the case may be, and (ii) acted within what such agent
reasonably believed to be the scope of his or her employment and
authority, and (C) any necessary court order has been obtained.

Such determinations shall be made:

(a) With respect to a corporate agent who is or was a director or
officer of the corporation at or above the level of Senior Vice
President, or with respect to any other corporate agent if the
amount to be paid in indemnification to such corporate agent
exceeds $1 million:

(i) By the Board of Directors of the corporation, or a committee
thereof, acting by a majority vote of a quorum comprised of
directors who are not parties to or otherwise involved in
the proceedings;

(ii) If such a quorum is not obtainable, or, even if obtainable
and such quorum of the Board of Directors or committee by
majority vote of the disinterested directors so directs, by
independent legal counsel, in a written opinion, such
counsel to be designated by the Board of Directors.

(b) With respect to any determinations not required to be made
pursuant to (a), by the general counsel of the corporation.

Expenses reasonably incurred by a corporate agent in connection with a
proceeding may be paid by the corporation in advance of the final
disposition of the proceeding. In the case of a director, such
expenses shall be paid when incurred; in the case of any other
corporate agent, such expenses may be paid if authorized in the manner
provided above for determination that indemnification is proper. No
such expenses shall be paid until the corporate agent provides an
undertaking to repay any amount so advanced if it shall ultimately be
determined that he or she is not entitled to be indemnified as
provided in this By-law.

Any right to indemnification provided by or pursuant to the foregoing
provisions of this By-law shall not be exclusive of any other rights
to which a corporate agent may be entitled as a matter of law, by
agreement or otherwise.

27. No director or employee of the corporation shall have any position
with, a substantial interest in or significant borrowing from any
other enterprise operated for profit, the existence of which would
conflict or might reasonably be supposed to conflict with the proper
performance of his or her responsibilities to the corporation, or
which might tend to affect his or her independence of judgment with
respect to transactions between the

<PAGE>

corporation and such other enterprise.

Secretary

<PAGE>

EXHIBIT 99.10(iii)(f)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

[Logo] THE PRUDENTIAL
INSURANCE COMPANY
OF AMERICA

agrees to pay the benefits provided under this contract, in
accordance with and subject to its terms.

NON-QUALIFIED GROUP ANNUITY CONTRACT OFFERING BOTH FIXED AND
VARIABLE INVESTMENT OPTIONS

Contract-Holder:

ABC COMPANY
- --------------------------------------------------------------------------------
Effective Date: Group Annuity Contract Number:

January 1, 19XX GA-XXXX
- --------------------------------------------------------------------------------
Provisions and Schedules Jurisdiction:
attached:
Any State
Provisions I-VIII, inclusive -----------------------------------------
Schedules A-D, inclusive Investment Options:
Fixed Rate Investment Account:
The Prudential General Account
Initial Interest Rate: X.XX%
Variable Separate Accounts:
VCA-10 - Growth Stock
VCA-11 - Money Market
VCA-24 - Prudential Series Fund
Portfolios
- --------------------------------------------------------------------------------

ABC COMPANY THE PRUDENTIAL INSURANCE COMPANY
Any Town, Any State OF AMERICA

By:
----------------------- ------------------------------
Title: Chairman of the Board and
Chief Executive Officer
Date:
----------------------- ------------------------------
Secretary

Attest
---------------------------

Date:
-------------------

This is a Group Annuity Contract which provides for non-qualified
contributions pursuant to an employer's non-qualified deferred
compensation plan to Participants' accounts and the annual
determination of participation in divisible surplus, subject to the
provisions of this contract. This contract provides both fixed and
variable investment options.

THIS CONTRACT CONTAINS A MARKET VALUE ADJUSTMENT FORMULA. THE
APPLICATION OF THIS FORMULA MAY RESULT IN A DOWNWARD ADJUSTMENT IN
CASH SURRENDER BENEFITS. SECTION 3.4 IDENTIFIES WHEN CASH SURRENDER
BENEFITS ARE AVAILABLE WITHOUT THE APPLICATION OF THE MARKET VALUE
ADJUSTMENT FORMULA.

<PAGE>

TABLE OF CONTENTS

Serial Page

PROVISIONS

I. CONTRIBUTIONS - PARTICIPANT'S ACCOUNTS - CHARGES - REPORTS
1.1 Contributions. . . . . . . . . . . . . . . . 100
1.2 Participant's Accounts . . . . . . . . . . . 100
1.3 Charges. . . . . . . . . . . . . . . . . . . 100
1.4 Reports. . . . . . . . . . . . . . . . . . . 100

II. INVESTMENT OPTIONS
2.1 Fixed Rate Investment Option . . . . . . . . 200
2.2 Variable Separate Accounts . . . . . . . . . 210
2.3 Unit Values. . . . . . . . . . . . . . . . . 220

III. PARTICIPANT'S WITHDRAWALS AND TRANSFERS - DEATH PAYMENTS
3.1 Participant's Withdrawals. . . . . . . . . . 300
3.2 Death Payments . . . . . . . . . . . . . . . 310
3.3 Transfers Among Investment Options . . . . . 320
3.4 Transfers to Another Funding Agent . . . . . 330

IV. DISTRIBUTIONS
4.1 Distributions. . . . . . . . . . . . . . . . 400
4.2 Systematic Withdrawal Plan . . . . . . . . . 400
4.3 Small Annuities and Accounts . . . . . . . . 410
4.4 Terms of Payment of Annuities. . . . . . . . 410
4.5 Payees . . . . . . . . . . . . . . . . . . . 420

V. CHANGES
5.1 Changes by Prudential. . . . . . . . . . . . 500
5.2 Changes by Agreement . . . . . . . . . . . . 500
5.3 Changes to Conform to Law. . . . . . . . . . 500
5.4 Persons Empowered to Act for Prudential. . . 500

VI. DISCONTINUANCE OF CONTRACT
6.1 Discontinuance of the Contract by the
Contract-Holder. . . . . . . . . . . . . . . 600
6.2 Discontinuance of the Contract by Prudential 600
6.3 Discontinuance Terms . . . . . . . . . . . . 610

VII. CREDITS
7.1 Cancelling a Part of a Participant's Account 700
7.2 Cancelling an Annuity. . . . . . . . . . . . 700
7.3 Credits. . . . . . . . . . . . . . . . . . . 700
7.4 Contract-Holder's Account. . . . . . . . . . 700
7.5 Reinstatement of a Participant's Account . . 710

TC-100

<PAGE>

TABLE OF CONTENTS
(Continued)

Serial Page

PROVISIONS

VIII. GENERAL TERMS
8.1 Contract-Holder. . . . . . . . . . . . . . . 800
8.2 Communications . . . . . . . . . . . . . . . 800
8.3 Employer . . . . . . . . . . . . . . . . . . 800
8.4 Place of Payment - Currency. . . . . . . . . 800
8.5 The Non-Qualified Deferred Compensation Plan 810
8.6 Information - Records. . . . . . . . . . . . 810
8.7 Misstatements. . . . . . . . . . . . . . . . 810
8.8 Beneficiary. . . . . . . . . . . . . . . . . 810
8.9 Divisible Surplus. . . . . . . . . . . . . . 820
8.10 Limit on Assignment. . . . . . . . . . . . . 820
8.11 Certificates . . . . . . . . . . . . . . . . 820
8.12 Entire Contract - Construction . . . . . . . 820
8.13 Governing Law. . . . . . . . . . . . . . . . 820
8.14 Plan Changes . . . . . . . . . . . . . . . . 820

SCHEDULES

Schedule A. Forms of Annuity Which May Be Purchased. . . A-100
Schedule B. Life - Payment Certain Annuity . . . . . . . S-100
Schedule C. Life - Contingent Annuity. . . . . . . . . . S-100
Schedule D. Payment Certain Annuity. . . . . . . . . . . S-100

TC-110

<PAGE>

Provision I. CONTRIBUTIONS - PARTICIPANT'S ACCOUNTS - CHARGES - REPORTS:

1.1 CONTRIBUTIONS:

The contributions which are payable under this contract for a Participant
are all or any portion of the amounts contributed by him or for him by
his employer under his employer's Non-Qualified Deferred Compensation
Plan. Contributions will be transmitted by or at the order of the
Contract-Holder to Prudential at the address set forth in section 8.2 of
this contract.

A Participant is a person for whom contributions have been paid under
this contract and whose Participant's Account (see section 1.2) has not
been cancelled.

(To save words, male pronouns are used in this contract to refer to both
men and women.)

1.2 PARTICIPANTS ACCOUNT:

Prudential will establish a Participant's Account for each Participant.
Each contribution made for a Participant is added to his Account on the
day it is received by Prudential at the address set forth in section 8.2.
Amounts allocated to a Participant's Account will be invested in one or
more of the Investment Options described in Provision II and set forth on
the cover page of the Contract as directed by the Participant.

A Participant's Account is subject to the charges described in section
1.3 of this Contract.

1.3 CHARGES:

On the last Business Day (defined below) of each calendar year, an amount
will be withdrawn from each Participant's Account equal to the Annual
Account Charge. Also, on any other day on which a Participant's Account
is cancelled, an amount will be withdrawn from his Account equal to the
Annual Account Charge. However, no Charge will be withdrawn if the
Participant's Account is being cancelled on a January 1 to purchase an
annuity for him under this contract.

The Annual Account Charge will not exceed $20.

The Annual Account Charge will be pro-rated for new Participants for the
first year of their participation. The Charge will be based on the
number of full months remaining in the calendar year after the first
contribution is received. If all Participants' Accounts are cancelled
before the end of the calendar year, the Annual Account Charge will be
made on the date the last Account is cancelled (and the Annual Account
Charge will not be pro-rated if this occurs during the calendar year in
which the first contribution is made for such Account).

If the Contract-Holder pays the Annual Account Charge, no Annual Account
Charge will be withdrawn from any Account.

In addition to the Annual Account Charge, a charge may be made when a
Participant makes a withdrawal from his Participant's Account (see
section 3.1).

The Annual Account Charge and withdrawal charges may be changed as
provided in section 5.1.

"Business Day" means any day the New York Stock Exchange is open for
trading.

1.4 REPORTS:

Each quarter, Prudential will furnish a report to each Participant with
respect to each Participant's Account which has not been cancelled. The
report will show the value of each Account as of the date of the report
and the amounts allocated among the various Investment Options.

Serial 100
1.1-1.4

<PAGE>

Provision II. INVESTMENT OPTIONS: 1/94

2.1 FIXED RATE INVESTMENT OPTION:

Contributions invested in the Fixed Rate Investment Option earn a
specific rate of interest for a specific time period, as set forth below.
Prudential maintains a Participant's Fixed Rate Investment Option in a
single portion or in two or more portions. The sum of the portions is
equal to the dollar amount of the Participant's Fixed Rate Investment
Option. Amounts are added to the newest portion. A new portion is
established at the end of each calendar quarter.

The dollar amount of a Participant's Fixed Rate Investment Option as of
the end of any day is the sum of the amounts, including interest, added
to it, less the sum of amounts withdrawn from it.

Interest will be added to each portion of a Participant's Fixed Rate
Investment Option at the end of each day on the amount in that portion at
the end of the day before. Interest will be added at the effective
annual rate that applies on that day to that portion.

The interest rate that applies to contributions invested in the Fixed
Rate Investment Option received during the calendar quarter in which the
Effective Date occurs is the Initial Interest Rate set forth on the cover
page. This rate will continue to apply to these contributions through
the end of the following calendar year.

The interest rate that applies to contributions received in each later
calendar quarter will be set by Prudential before the beginning of that
quarter. That interest rate will apply to the contributions received in
that quarter through the end of the following calendar year. For
calendar year 1994 the rate will not be less than 3.50%. For each later
calendar year it will not be less than the rate set by Prudential for
that calendar year.

After the end of the calendar year following the one in which a
contribution was received, the interest rate that applies to the
contribution and the interest credited on it will be set by Prudential
from time to time.

Each interest rate set pursuant to the above paragraphs for the years
show below will not be less than the following:

Calendar Year Rate
------------- ----
<S> <C>
1995 - 2003 3.5%
2004 and each later year 3.0%

</TABLE>

Prudential will notify the Contract-Holder and each Participant of each
interest rate it sets. Each rate is an effective annual rate.

Calendar quarters begin on January 1, April 1, July 1, and October 1.

This section may be changed as provided in section 5.1.

Serial 200
2.1

<PAGE>

2.2 VARIABLE SEPARATE ACCOUNTS:

Contributions paid under this contract may be invested in the following
Prudential variable separate accounts: Prudential Variable Contract
Account 10 (VCA-10), Prudential Variable Contract Account 11 (VCA-11) and
Prudential Variable Contract Account 24 (VCA-24).

VCA-10, VCA-11 and VCA-24 were established pursuant to resolutions
adopted by Prudential's Board of Directors. The resolutions provide that
these accounts are to be used for contracts which state that certain
payments and values under them will vary to reflect the investment
results of the accounts. Pursuant to section 17B:28-9(c) of the New
Jersey Insurance Code, assets held in the variable separate accounts,
except assets representing Prudential surplus, if any, are not chargeable
with liabilities arising out of any other business unit of Prudential.

Each of VCA-10, VCA-11, and VCA-24 are registered under the Investment
Company Act of 1940. These three accounts are part of Prudential's
MEDLEY Program. Participants selecting these accounts must receive a
MEDLEY prospectus prior to investing.

The operations of VCA-10 and VCA-11 are supervised by the Prudential
VCA-10 and VCA-11 Committees, respectively (the "Committees"). Committee
members are elected by the persons having VCA-10 and VCA-11 voting
rights, including the Participant under this Contract, as described in
the Prospectus.

The investments held in VCA-10 are composed primarily of common stocks.
The investments held in VCA-11 are composed primarily of money market
instruments. Prudential invests and reinvests the assets held in VCA-10
and VCA-11 in accordance with the investment objectives and policies
established for those Accounts and described in the Prospectus.

The investments held in VCA-24 are composed primarily of shares of The
Prudential Series Fund, Inc. ("PSF"), a diversified, open-end management
investment company (commonly known as "Mutual Fund") registered under the
Investment Company Act of 1940. VCA-24 is divided into subaccounts, each
of which is invested only in a corresponding portfolio of PSF. The
portfolios of PSF in which the subaccounts are currently invested are:

a. VCA-24-B: Bond Subaccount invested in the Bond
Portfolio of PSF;

b. VCA-24-S: Common Stock Subaccount invested in the
Common Stock Portfolio of PSF;

c. VCA-24-AM: Aggressively Managed Flexible Subaccount
invested in the Aggressively Managed
Flexible Portfolio of PSF;

d. VCA-24-CM: Conservatively Managed Flexible
Subaccount invested in the
Conservatively Managed Flexible
Portfolio of PSF;

e. VCA-24-SI: Stock Index Subaccount invested in the
Stock Index Portfolio of PSF;

f. VCA-24-GE: Global Equity Subaccount invested in the
Global Equity Portfolio of PSF;

g. VCA-24-GS: Government Securities Subaccount
invested in the Government Securities
Portfolio of PSF.

Serial 210
2.2

<PAGE>

The investment strategy and other features of each PSF portfolio in which
these VCA-24 subaccounts invest are as described in the Prospectus. The
selection of VCA-24 subaccounts and PSF portfolios may change. Any such
change will be described in the Prospectus.

Prudential invests and reinvests the assets held in each Subaccount in
accordance with the investment objectives and policies established for it
and described in the Prospectus.

The total market value of the assets held in VCA-10, VCA-11 and VCA-24 at
all times will be at least equal to the total reserve liability required
by law for all payments or values which vary in dollar amount to reflect
the investment results of VCA-10, VCA-11 and VCA-24.

2.3 UNIT VALUES:

VCA-10 AND VCA-11 UNIT VALUES

For VCA-10 and VCA-11 the Unit Value for any Business Day is the dollar
value of one Unit for that Business Day. The initial Unit Value was
$1.00. The Unit Value for any subsequent Business Day is determined as
of the end of that Business Day by multiplying the Unit Change Factor for
that Business Day by the Unit Value for the immediately preceding
Business Day. The Unit Value for any day which is not a Business Day is
equal to the Unit Value for the next Business Day. The Unit Value will
go up or down in accordance with the Unit Change Factor described below.

To determine the VCA-10 (or VCA-11) Unit Change Factor for any Business
Day, Prudential will:

(a) Increase $1.00 by the rate of investment results of VCA-10 (or
VCA-11) for that Business Day, taking into account investment
income and market value changes after provision for any taxes
applicable to contracts of this class arising from the operation
of VCA-10 (or VCA-11).

(b) Subtract from the result found in (a) the VCA-10 (or VCA-11)
investment management fee per $1.00 at the rate set forth in the
Prospectus (currently 0.25% effective annual rate) for the number
of calendar days in the period from the end of the prior Business
Day to the end of the current Business Day. The aggregate amount
by which VCA-10 (or VCA-11) is reduced in each year by the
investment management fee will be deducted from investment income
to the extent possible; any balance will be deducted from
contributions.

(c) Provide for the administrative fee at the effective annual rate of
0.75%, against the assets of VCA-10 (or VCA-11). To do so, the
result found in (b) is divided by $1.00 increased at the effective
annual rate of 0.75% for the number of calendar days in the period
from the end of the prior Business Day to the end of the current
Business Day.

The result found in (c) is the VCA-10 (or VCA-11) Unit Change Factor for
that Business Day.

The investment management fee specified in item (b) above may be changed
from time to time pursuant to a change in the investment advisory
agreement between Prudential and the VCA-10 (or VCA-11) Account. The
Participant is entitled to vote in connection with such investment
advisory agreements to the extent provided in the Prospectus.

Any change in the investment management fees and administrative fees will
be shown in the Prospectus.

Serial 220
2.2-2.3

<PAGE>

The effective annual rate of the administrative fee may be changed on and
after the fifth anniversary of the Effective Date.

THE VCA-24 UNIT VALUES:

A Participant's participation in one or more subaccounts of VCA-24 will
be represented by units of each such subaccount.

The following applies to each VCA-24 subaccount.

The Unit Change Factor for a subaccount of VCA-24 for any Business Day is
(i) divided by (ii); less (iii) where:

(i) is the value of the assets of the subaccount as of the end of the
Business Day, but before taking into account any contributions,
withdrawals or transfers made on such Day, and

(ii) is the value of the assets of the subaccount as of the end of the
preceding Business Day, and

(iii) is the daily equivalent of 0.75% (the administrative fee).

The value of the assets of a VCA-24 subaccount is determined daily by
multiplying the number of PSF shares held by that subaccount by the net
asset value of each share and adding the value of dividends declared but
not paid by PSF for the corresponding portfolio.

The net asset value per share of each PSF portfolio is computed by adding
the sum of the value of the securities held by that Portfolio plus any
cash or other assets it holds, subtracting all its liabilities, and
dividing the result by the total number of shares outstanding of that
Portfolio at such time. Liabilities of each portfolio include the costs
of portfolio transactions, legal and accounting expenses, custodial and
transfer agency fees, and the investment management fees applicable to
that portfolio.

On each Business Day, the assets of each PSF portfolio are reduced by an
investment management fee. The amount of the fee for each portfolio on
any Business Day is equal to the product of (a) and (b) where:

(a) is the rate of the investment management fee applicable to the
Portfolio and

(b) is the average daily assets of the Portfolio.

The rate of the investment management fee currently applicable to each
portfolio is shown in the Prospectus. The investment management fee for
a portfolio may be changed from time to time pursuant to a change in the
investment advisory agreement for that portfolio. Participants are
entitled to vote in connection with such investment advisory agreements
to the extent provided in the Prospectus.

Any change in the investment management fees and administrative fees will
be shown in the Prospectus.

This section may be changed as provided in section 5.1.

Serial 230
2.3

<PAGE>

Provision III. PARTICIPANT WITHDRAWALS AND TRANSFERS - DEATH PAYMENTS:

3.1 PARTICIPANT WITHDRAWALS:

A Participant may make withdrawals from his Participant's Account as
permitted by the Non-Qualified Deferred Compensation Plan. Payment to
the Participant will be made within seven days of Prudential's receipt of
a duly completed request for it. However, it may be paid at a later day
if permitted under the Investment Company Act of 1940. If any withdrawal
payment of amounts in the Fixed Rate Investment Account is not made
within 10 business days, it will be considered a "delayed payment" and
interest on the delayed payment will be credited (starting as of the
first day following receipt of the withdrawal request) at the rate
applicable to new contributions under Section 2.1 on the date the
withdrawal request is received.

The amount paid to the Participant will be the amount requested for
withdrawal less the deferred sales charge determined from the following
table and the Annual Account Charge, if it applies. However, if the
entire account balance of the Participant's Fixed Rate Investment Option
is withdrawn, the amount paid from that option will not be less than the
contributions made into that option for the Participant reduced by
previous withdrawals (other than the Annual Account Charge) and
transfers. The amount payable is also referred to as the "Withdrawal
Value."

TABLE OF DEFERRED SALES CHARGES

Withdrawals made in the years
indicated, counting from the
day the Participant's Account Withdrawal charge per $1.00
was established under this contract being withdrawn*
----------------------------------- ---------------------------
<S> <C>
0-2 years 6%
3-5 years 5%
6-10 years 3%
11-15 years 2%
after 15 years 0%

</TABLE>

*No charge is made after the amount withdrawn equals the contributions
made for the Participant. No charge is imposed upon contributions
withdrawn due to resignation by the Participant or termination of the
Participant by the Contract-Holder or the employer. In addition, no
charge is made if the withdrawal is made for reasons of Financial
Hardship or Disability Retirement.

Withdrawals will be made on a pro-rata basis from all portions of a
Participant's Fixed Rate Investment Option.

As of the first day no amounts remain in any of the Participant's
Accounts, his Account is cancelled. A person whose Participant's Account
has been cancelled may again become a Participant under this Contract if
new contribution(s) are made as provided under section 1.1 of this
Contract.

This section may be changed as provided in section 5.1.

Serial 300
3.1

<PAGE>

3.2 DEATH PAYMENTS:

If a Participant dies before his Participant's Account has been
cancelled, the dollar amount held in his Account will be paid to his
Beneficiary (see section 8.8). Proof of the Participant's death and a
claim submitted on a form approved by Prudential must be received by
Prudential before any payment will be made. Any of these items will be
accepted as proof of death:

(a) a copy of the death certificate;

(b) a statement by the attending physician;

Payment will normally be made within 7 business days of Prudential's
receipt of such proof. If payment for amounts invested in the Fixed Rate
Investment Option is not made within 10 business days it will be
considered a "delayed payment" and interest on such delayed payment will
be credited at the same rate and in the same manner as described in
section 3.1 of the contract.

Death benefits payable under the contract to a Participant's Beneficiary
prior to the date on which distributions have commenced for the
Participant pursuant to section 4.1 of the contract will be paid as set
forth in this section 3.2. Death benefits payable under the contract to
a Participant's Beneficiary on or after distributions have commenced for
the Participant pursuant to section 4.1 will be paid as set forth in
section 4.1.

The Beneficiary may elect payment in any of the following forms, unless
the Participant has directed otherwise:

(a) a lump sum;

(b) an annuity form described in section 4.4, other than one which
provides for payment after the death of the Annuitant to a
Contingent Annuitant;

(d) a combination of all or any two of (a), (b) and (c) above.

Any lump sum payment from the fixed rate option will never be less than
the Participant's contributions to that option reduced by any withdrawals
and transfers. With respect to amounts allocated to any variable
separate account, if a lump sum payment is made to the Beneficiary within
one year of the Participant's death, it will be at least equal to the
contributions made for him under this contract less any withdrawals and
transfers. After one year payments from the variable separate account
will be made at the market value of the Account.

Any form of distribution paid pursuant to this section 3.2 must meet the
requirements of Code Section 72(s) and the Regulations issued thereunder.

Section 72(s) LIMITATIONS PROVISION

Generally, under Section 72(s) of the Internal Revenue Code of 1986 (as
amended) (hereinafter "section 72(s)"), amounts payable under annuity
contracts must be distributed on the death of the owner (first owner to
die if there are joint owners). If the distribution requirements are not
met, the contract will not be treated as an annuity, payments under the
contract will cease to be tax-deferred, and penalties may apply.

This Provision describes the distribution requirements on the death of
the Participant. It also describes the special distribution rules where
the Participant is a non-individual, such as a corporation. The
Provision will not apply on the death of the Annuitant unless the
Annuitant is also the Participant.

Serial 310
3.2

<PAGE>

DISTRIBUTION REQUIREMENTS:

(a) If the Participant dies on or after the annuity starting date but
before all the payments due have been made, distributions will be
made at least as rapidly as under the method of distributions
being used as of the date of death.

(b) If the Participant dies before the annuity starting date, all
amounts payable under the contract must be distributed within the
five years after the owner's death.

Distributions need not be made in the manner described under the
"Distribution Requirements" section above where any of the following
situations apply:

1. If the designated beneficiary (that is, the individual designated
a beneficiary by the Participant to control the cash value upon
the Participant's death), is a natural person who will control the
proceeds in his or her own right and payments will start within
one year of the owner's death, settlement may be made in
accordance with the fixed period payout option or life annuity
option (described in section 4.3(b)) so long as any distribution
period does not exceed that beneficiary's life expectancy.

2. If the beneficiary is the Participant's spouse, then the required
distributions described here do not apply until the spouse's
death.

If the Participant is a corporation or other non-individual, the required
distribution rules will apply if there is a change in the primary
annuitant. The primary annuitant is the individual whose life affects
the timing or amount of payout under the contract.

This contract may be amended at any time to conform to section 72(s)
distribution requirements. If so, we reserve the right to make the
amendment(s) without a signed request and to provide a form of amendment
to the contract.

If payments to a Beneficiary are to start at a future date, all or an
appropriate portion of the Participant's Accounts will be maintained in
accordance with the Beneficiary's election in the same manner as for the
Participant. No contributions may be made to the Participant's Account
hereunder after the Participant's death.

As of the first day no amounts remain in any of the Participant's
Account(s) hereunder, the Participant's Account is cancelled.

The withdrawal charges set forth in Section 3.1 do not apply to amounts
withdrawn to pay death benefits.

3.3 TRANSFERS AMONG INVESTMENT OPTIONS:

The Participant may transfer amounts among his variable separate account
investment options and from the variable options to the Fixed Rate
Investment Option as provided by the Non-Qualified Deferred Compensation
Plan, but otherwise without restriction. Transfers will be effective as
of the date of Prudential's receipt of a duly completed request for it.

A Participant may transfer an amount from the Participant's Fixed Rate
Investment Option to one or more of the variable options, as provided by
the Non-Qualified Deferred Compensation Plan, but otherwise subject to
the following conditions:

Serial 320
3.2-3.3

<PAGE>

PARTIAL TRANSFER: No more than 20% of the dollar amount of a
Participant's Fixed Rate Investment Option at the beginning of the
calendar year may be transferred in that year.

TOTAL TRANSFER: If the Participant requests that the entire dollar
amount be transferred, Prudential will make the transfer in 5 annual
installments. The first installment will be transferred not later than
seven days after receipt of a duly completed request. It will be equal
to one-fifth of the dollar amount on the day of transfer. The remaining
installments will be paid on the anniversaries of the first installment
in the following amounts. However, at any time a Participant may elect
that any remaining installments not be transferred. No contributions may
be made to a Participant's Fixed Rate Investment Option Account while
these installments are being transferred.

Percent of Participant's
Installment Account on Transfer Day
----------- -----------------------
<S> <C>
second 25%
third 33 1/3%
fourth 50%
fifth 100%

</TABLE>

The withdrawal charges set forth in Section 3.1 do not apply to amounts
transferred to other investment options under this contract. Transfers
are deemed to be made first from the contributions paid for the
Participant. Investment income is transferred when there are no longer
any contributions in the Participant's Account. Transfers will be made
on a pro-rata basis from all portions of a Participant's Fixed Rate
Investment Option.

Prudential may, upon notice to the Contract-Holder and Participants,
limit the frequency of transfers. This action will take effect on the
date of the notice.

This section may be changed as provided in section 5.1.

3.4 TRANSFERS TO ANOTHER FUNDING AGENT:

The Contract-Holder may request Prudential to make transfer payments to a
funding agent named in the request. The Transfer Date is the later of
the day specified in the request and the 45th day after its receipt by
Prudential.

Transfers from a Participant's Variable Account Option will be made
within seven days after Prudential's receipt of a duly completed transfer
request.

Transfers from the Fixed Rate Investment Option will be made as follows:

All Accounts of Participants who consent to be transferred and the
account balance of the Contract-Holder's Account, if any, will be
cancelled as of the Transfer Date. A single liquidation account will be
established, equal to the sum of the Withdrawal Value of the cancelled
Accounts and the dollar value of the Contract-Holders Account, if any, as
described below.

Serial 330
3.3-3.4

<PAGE>

The transfer will be made on one of the following bases, as elected by
the Contract-Holder at least thirty days before the Transfer Date.

(a) Sixty equal monthly withdrawals, including interest, will be made
from the liquidation account starting as of the Transfer Date.
Interest will be added to the liquidation account at an effective
annual rate determined on the Transfer Date. This rate is
determined by multiplying each cancelled portion of each
Participant's Account and the Contract-Holder's Account by the
interest rate that applies to that portion, adding the products,
and dividing the sum by the total dollar value of all cancelled
Accounts.

(b) If the liquidation account does not exceed $5,000,000, Prudential
will, withdraw it as of the Transfer Date and transfer its market
value, (computed using the market value formula described below),
as of the Transfer Date.

If the liquidation account exceeds $5,000,000, Prudential will
make up to five quarterly withdrawals starting as of the Transfer
Date. Each withdrawal will not be less than the smaller of
one-fifth of the initial liquidation account and the amount
remaining in the account. Interest computed at the same rate that
would have applied under basis (a) will be added to the
liquidation account. With respect to each withdrawal, the amount
transferred will be its market value determined as of the date on
which the transfer is withdrawn.

During the transfer period, interest will be added at the end of each day
on the amount of the liquidation account at the end of the day before. A
daily expense and risk charge will be deducted from the liquidation
account at the end of each day. This charge will be 0.000013665
(equivalent to an effective rate of 1/2% a year) times the amount
remaining in the liquidation account at the end of the day before.

Each transfer will be in full settlement of Prudential's liability for
the amount withdrawn to provide the transfer. Any transfer payment will
be made within fifteen days of the date of withdrawal.

Any amounts which would be added to the Contract-Holder's Accounts after
the Transfer Date will instead be paid to the named funding agent.

The market value of the amount withdrawn will be calculated using the
formula described in this paragraph, provided that the market value shall
not be greater than the sum of the dollar amount of the cancelled
portions of a Participants' and Contract-Holder's Accounts, as the case
may be. A separate market value adjustment is determined for each
contribution period for which interest is credited. The interest rate
applicable to each such contribution period is compared to the interest
rate credited for new contributions in the current quarter. The market
value adjustment (credit or charge) is calculated by subtracting the
interest rate for new contributions from the interest rate credited to
the prior contribution period(s) and multiplying that result (positive or
negative) by a factor, which is 2.5. Each such market value adjustment
is then applied to the Participant's Account balances for the applicable
contribution period. The market value of the liquidation account is
equal to the sum of the market values of each contribution period.

This section may be changed as provided in section 5.1.

Serial 340
3.4

<PAGE>

Provision IV. DISTRIBUTIONS:

4.1 DISTRIBUTIONS:

Anything in the contract to the contrary notwithstanding, any payments
made in accordance with this section 4.1 must meet the requirements of
Code Section 72(s). See section 3.2 above.

A Participant may, subject to section 3.1 and the terms of the
Non-Qualified Deferred Compensation Plan, elect to receive a distribution
of his Accounts under the contract in any of the following forms:

(a) a lump sum;

(b) an annuity form described in section 4.4;

(d) a combination of all or any two of (a), (b) and (c) above.

Any portion of a Participant's Account which is paid to him as a lump sum
will be subject to the provisions of section 3.1 relating to withdrawal
charges.

Any payments becoming due to the Beneficiary of a Participant who began
receiving a distribution pursuant to (c) above may, unless the
Participant has directed otherwise or the Non-Qualified Deferred
Compensation Plan provides otherwise, be paid in any of the forms
described in this section 4.1 as elected by the Beneficiary, except for
an annuity which provides for payment after the death of the Annuitant to
a Contingent Annuitant.

Any payments becoming due to the Beneficiary of a Participant who began
receiving an annuity pursuant to (b) above will, unless the Participant
has directed otherwise, be paid as provided in section 4.4.

As of the first day no amounts remain in the Participant's Account, his
Account is cancelled. A person whose Participant's Account has been
cancelled may again become a Participant under this Contract if new
contribution(s) are made as provided under section 1.1 of this Contract.

4.2 SYSTEMATIC WITHDRAWAL PLAN:

Under a systematic withdrawal plan a Participant may arrange for
systematic withdrawals only if, at the time he elects to have such an
arrangement, the sum of the balance in his Account is at least $10,000.
The Participant may elect to make systematic withdrawals in equal dollar
amounts (in which case each withdrawal must be at least $500) or over a
specified period of time (at least three years). Where the Participant
elects to make systematic withdrawals over a specified period of time,
the amount of each withdrawal will be equal to the sum of the balances
then in the Participant's Account divided by the number of systematic
withdrawals remaining to be made during the withdrawal period.

Serial 400
4.1-4.2

<PAGE>

Systematic withdrawals shall be taken first out of the portion of the
Participant's Account allocated to the Fixed Rate Option until that
Option is exhausted. Thereafter, systematic withdrawals will be taken in
order from the portion of the Participant's Account (until each is
exhausted) allocated to VCA-10, VCA-11, the VCA-24 Common Stock
Subaccount, the VCA-24 Bond Subaccount, the VCA-24 Conservatively Managed
Flexible Subaccount, the VCA-24 Aggressively Managed Flexible Subaccount,
the VCA-24 Stock Index Subaccount, the VCA-24 Government Securities
Subaccount, and the VCA-24 Global Equity Subaccount.

4.3 SMALL ANNUITIES AND ACCOUNTS:

If the total monthly amount of annuity which would otherwise be purchased
on behalf of any Participant under this contract is less than $50,
Prudential may, in lieu of an annuity under this contract, make payment
in a single sum. The single sum will be equal to the amount that would
otherwise be applied to purchase an annuity as described in section 4.4.

If no contributions have been made under this contract for a Participant
for a period of 36 months and the dollar amount of his Account is $3,500
or less, Prudential may cancel his Account under this contract. If the
Account is cancelled, its dollar amount will be paid to the Participant
unless payment to a named financial institution is directed. The Annual
Account Charge will be made only if no Account remains for him under any
other Prudential contract.

4.4 TERMS OF PAYMENT OF ANNUITIES:

If a Participant elects an annuity pursuant to paragraph (b) of section
4.1, all or a portion of the dollar value of the Participant's Account,
as specified by the Participant, will be applied to purchase an annuity
in accordance with Schedule A. The monthly amount of annuity is
determined from the schedule of purchase rates for that annuity. Life
annuities and Payment Certain annuities are available under this
contract. A Life form of annuity is one payable at least during the
lifetime of the person (referred to as the "Annuitant") for whom it was
purchased. Depending upon the existence and nature of any payment
payable after the death of the Annuitant, a Life annuity will be one of
the following forms: Life - Payment Certain, Life - Contingent, or
Life - Payment Certain Contingent annuity. A Payment Certain form of
annuity may be payable for a period less than the lifetime of the
Annuitant. The terms of payment of each form of annuity are described
below.

Serial 410
4.2-4.4

<PAGE>

(a) LIFE FORM OF ANNUITY:

1. Life - Payment Certain

The first monthly payment of a Life - Payment Certain annuity is
payable on the date the annuity is purchased. Monthly payments
are payable on the first day of each month thereafter throughout
the Annuitant's remaining lifetime. If the Annuitant dies before
the number of annuity payments made equals the number of Payments
Certain applicable to him, monthly annuity payments payable to his
Contingent Annuitant or Beneficiary will be continued until the
total number of payments is so equal. These continued annuity
payments will each be in the same amount as was payable to the
Annuitant. The number of Payments Certain is established when the
annuity is purchased and may be 60, 120, 180, 240 or any other
number accepted by Prudential. Even if the number of payment
certain purchased by the Annuitant are made prior to the
Annuitant's death, monthly payments will continue throughout the
Annuitant's remaining lifetime.

2. Life - Contingent

The first monthly payment of a Life - Contingent annuity is
payable on the date the annuity is purchased. Monthly payments
are payable on the first day of each month thereafter throughout
the Annuitant's remaining lifetime. If the Annuitant dies before
the death of his Contingent Annuitant, monthly Contingent Annuity
payments will become payable to the Contingent Annuitant. The
first payment of Contingent Annuity will be payable on the first
day of the month following the month in which the Annuitant's
death occurs. Monthly Contingent Annuity payments are payable on
the first day of each month thereafter throughout the Contingent
Annuitant's remaining lifetime. The last monthly payment is
payable for the month in which his death occurs. The amount of
each monthly Contingent Annuity payment will be a percentage of
the monthly annuity payment payable before the Annuitant's death.
The percentage is established when the annuity is purchased and
may be 33 1/3%, 50%, 66 2/3% or 100%, or any other percentage
accepted by Prudential. Under a Life - Payment Certain Contingent
annuity, a percentage payment will not take effect until the end
of the selected Payment Certain period.

(b) PAYMENT CERTAIN ANNUITY:

The first monthly payment of a Payment Certain annuity is payable
on the date the annuity is purchased. Monthly payments are
payable on the first day of each month thereafter until the total
number of Payments Certain specified when the annuity was
purchased has been paid. The number of Payments Certain may be
60, 120, 180, 240, or any other number accepted by Prudential. If
the Annuitant dies before the number of annuity payments made
equals the number of Payments Certain applicable to him, monthly
annuity payments payable to his Contingent Annuitant or
Beneficiary will be continued until the total number of payments
is so equal.

Other forms of annuity payments may be provided with the consent of
Prudential.

4.5 PAYEES:

Each annuity payment will be made to the Annuitant, Contingent Annuitant
or Beneficiary entitled to receive it.

Serial 420
4.4-4.5

<PAGE>

1/94
Provision V. CHANGES:

5.1 CHANGES BY PRUDENTIAL:

Prudential may make changes in this contract without the
Contract-Holder's consent as follows:

(a) The Annual Account Charge and the table of withdrawal charges may
be changed periodically on and after the second anniversary of the
Effective Date.

(b) The time periods to which an interest rate applies, the basis for
adding interest, and the minimum interest rate that applies after
2003 may be changed periodically on and after the third
anniversary of the Effective Date.

(c) The schedules of annuity purchase rates, the effective annual rate
of the administrative fee, and the terms and amounts (excluding
the withdrawal charge table) of withdrawals and transfers pursuant
to Provision III may be changed periodically on and after the
fifth anniversary of the Effective Date.

(d) The market value adjustment formula may be changed by Prudential
upon 31 days advance written notice to the Contract-Holder.

Any change in the table of withdrawal charges will apply only to amounts
added to Participants' Accounts on and after the date the change takes
effect. Any change in the minimum interest rate that applies after 2003
will apply only to Participants' Accounts established on and after the
date the change takes effect. Any other change will apply to amounts in
Participants' Accounts whether added before or on and after the date the
change takes effect. Any change in the schedules of annuity purchase
rates will apply only to contributions and earnings thereon made after
the date of change.

Any change in accordance with this section will be made by giving notice
to the Contract-Holder at least 90 days before the date on which the
change is to take effect.

5.2 CHANGES BY AGREEMENT:

This contract may also be changed in any respect at any time or times by
agreement between the Contract-Holder and Prudential.

5.3 CHANGES TO CONFORM TO LAW:

Prudential may change this contact in any manner it deems appropriate or
necessary to satisfy the requirements of any law or regulation applicable
to it without the Contract-Holder's consent.

5.4 PERSON EMPOWERED TO ACT FOR PRUDENTIAL:

No agent or other person except one of the following officers of
Prudential may change this contract or bind Prudential.

Chairman of the Board and Chief Executive Officer Associate Actuary
President Secretary
Vice President Assistant Secretary
Actuary

Serial 500
5.1-5.4

<PAGE>

Provision VI. DISCONTINUANCE OF CONTRACT:

6.1 DISCONTINUANCE OF THE CONTRACT BY THE CONTRACT-HOLDER:

The Contract-Holder may discontinue this contract by giving Prudential 30
days notice in writing.

6.2 DISCONTINUANCE OF THE CONTRACT BY PRUDENTIAL:

Prudential may discontinue this contract by giving the Contract-Holder 90
days notice in writing.

Prudential may discontinue this contract after a reason for
discontinuance occurs by giving the Contract-Holder 45 days notice.
Reasons for discontinuance by Prudential are:

(a) The Contract-Holder fails to meet any of its obligation under this
contract or under any related agreement.

(b) All amounts under this contract are withdrawn.

(d) As of the effective date of any change to the Non-Qualified
Deferred Compensation Plan to which Prudential is unwilling or
unable to consent (see section 8.14).

(e) Any action taken by the Contract-Holder which:

(i) creates a "competing" investment option (one which
provides a direct or indirect guarantee of investment
performance);

(ii) significantly liberalizes, as determined by Prudential,
the Plan withdrawal or transfer rights of its
Participants; or

(iii) materially affects Prudential's rights and obligations
under this contract.

(f) The Contract-Holder rejects an amendment to this contract proposed
by Prudential under section 5.2.

(g) Prudential elects to discontinue accepting deposits for this
contract or contracts of this class.

(h) A change in applicable laws or regulations (including tax law and
regulations) which materially affects the taxation of Prudential's
Variable Separate Accounts maintained under this contract,
reserving requirements of the accounts, or otherwise materially
affects Prudential's obligations hereunder.

Serial 600
6.1-6.2

<PAGE>

6.3 DISCONTINUANCE TERMS:

Discontinuance is effective upon expiry of the notice period, unless the
notice establishes a later effective date. The Contract-Holder may make
no further payments to this contract after discontinuance. No annuities
may be purchased after discontinuance. Previously purchased annuities
are not affected. Withdrawals may be made after this discontinuance
effective date if we agree.

Upon discontinuance, the Contract-Holder will direct Prudential to pay:

(a) The value of the Variable Separate Accounts in a lump sum; and

(b) The balance of the Fixed Rate Investment Option subject to the
terms described in section 3.4.

Payments or transfers upon discontinuance are subject to any limitations
or restrictions that appear elsewhere in this contract.

Serial 610
6.3

<PAGE>

Provision VII. CREDITS:

7.1 CANCELLING A PART OF A PARTICIPANT'S ACCOUNT:

The Contract-Holder may notify Prudential that a specified part of a
Participant's Accounts is to be cancelled pursuant to the Non-Qualified
Deferred Compensation Plan. (As used in this Provision VII, "part" may
mean 100%.) That part will be cancelled as of the day the notice is
received. The Participant's Accounts will be reduced by the appropriate
amount.

7.2 CANCELLING AN ANNUITY:

The Contract-Holder may notify Prudential that a specified part of the
annuity purchased for a Participant is to be cancelled pursuant to the
Plan. That part will be cancelled on the first day of the month
specified in the notice. However, unless Prudential consents, it will
not be earlier than 15 days after receipt of the notice. No annuity will
be cancelled after the Plan terminates.

7.3 CREDITS:

When a part of a Participant's Accounts, or annuity is cancelled, a
credit arises. The credit arising pursuant to section 7.1 is equal to
the specified part of the dollar value of the Participant's Account as of
the day the part is cancelled. The credit arising when a part of a
Participant's annuity is cancelled is the purchase price needed to
provide the payments due under that part after the day it is cancelled.
This price is determined from the schedule of annuity purchase rates used
when the annuity was purchased, but using the Participant's age on the
day the annuity is cancelled and excluding any expense charge. If the
Plan calls for a payment to any person because a part of the annuity is
cancelled, the credit is reduced by that payment.

Each credit will be added to the Contract-Holder's Account ( as described
in section 7.4) on the day it arises, unless the Participant's Account is
being reinstated as described in section 7.5.

This section may be changed as provided in section 5.1.

7.4 CONTRACT-HOLDER'S ACCOUNT:

A Contract-Holder's Account will be maintained under this contract.
Prudential may maintain the Account in two or more portions. The sum of
the portions is equal to the dollar value of the Account. The dollar
value of the Account as of the end of any day is the sum of the amounts,
including interest, added to it, less the sum of the amounts withdrawn
from it.

Interest will be added to each portion of the Contract-Holder's Account
at the end of each day on the amount in that portion at the end of the
day before. Interest will be added to amounts arising from credits at
the same rate(s) which would have been added to the amounts in the
Participants' Accounts from which they were transferred.

The dollar value of the Contract-Holder's Account will be withdrawn as
directed by the Contract-Holder. The amount withdrawn will be treated as
a contribution for Participants on that day as specified by the
Contract-Holder. The Contract-Holder and Prudential may, instead, agree
on another use of the Account.

Serial 700
7.1-7.4

<PAGE>

If this contract accepts contributions from more than one Non-Qualified
Deferred Compensation Plan, Prudential may maintain a separate
Contract-Holder's Account for each Non-Qualified Deferred Compensation
Plan. In that case, each reference in this contract to the
Contract-Holder's Account will mean the Account maintained for the Plan
which applies to the Participant.

This section may be changed as provided in section 5.1.

7.5 REINSTATEMENT OF A PARTICIPANT'S ACCOUNT:

The notice to cancel a Participant's annuity pursuant to section 7.2 may
also specify that the Participant's Account is to be reinstated.
Prudential will reinstate the Account as of the day the annuity is
cancelled. The credit arising from the cancellation is added to the
Participant's Account.

A part of the amount applied to purchase an annuity for the Participant
may have arisen from contributions made by him under the Plan. If so,
the Contract-Holder will specify which part of each of the Participant's
reinstated Account is to be considered as having arisen from his
contributions.

Serial 710
7.4-7.5

<PAGE>

Provision VIII. GENERAL TERMS:

8.1 CONTRACT-HOLDER:

Prudential will normally deal only with the Contract-Holder. However,
Prudential and the Contract-Holder may agree to do otherwise. Prudential
will be entitled to rely on any action taken or omitted by the
Contract-Holder pursuant to the terms of this contract.

The Contract-Holder may, from time to time, delegate to an agency certain
administrative powers and responsibilities which this contract assigns to
the Contract-Holder. Prudential is not bound to recognize any delegation
until it has received notice of it. The notice must specify those powers
and responsibilities and include evidence of acceptance by the agency.
On and after the date of receipt of the notice, Prudential will deal with
the agency with respect to those powers and responsibilities and will be
entitled to rely on any action taken or omitted by the agency with
respect thereto in the same manner as if dealing with the
Contract-Holder. If any agency fails or refuses to act with respect
thereto, then the delegation will be void for the purposes of this
contract. Thereafter, Prudential will deal only with the
Contract-Holder. The Contract-Holder may give notice to Prudential of
delegation to another agency of specified powers and responsibilities.

8.2 COMMUNICATIONS:

All communications to the Contract-Holder or to Prudential will be in
writing. They will be addressed to the Contract-Holder at its principal
office, or at such other address as it may communicate to Prudential.
They will be addressed to Prudential, c/o Prudential Defined Contribution
Services, 30 Scranton Office Park, Moosic, Pennsylvania 18507-1789, or
at such other address as it may communicate to the Contract-Holder. All
communications to any other person or organization dealing with
Prudential will be addressed to that person or organization at the last
address of record.

8.3 EMPLOYER:

The Participant's Employer sponsors the Non-Qualified Deferred
Compensation Plan in connection with which this group annuity contract is
issued.

8.4 PLACE OF PAYMENT - CURRENCY:

All payments to Prudential under this contract will be payable at its
office described above or at an address or to a representative as may be
specified by Prudential by notice to the Contract-Holder.

All payments under this contract, whether to or by Prudential, will be in
lawful money of the United States of America. Dollars and cents, as
specified in this contract, means lawful dollars and cents of United
States currency.

If permitted by any law or regulation governing this contract, Prudential
may defer payment of amounts withdrawn or transferred from the Fixed Rate
Investment Option under this contract for up to six months after it
receives the request for such payment. Prudential will not defer
payments under the Fixed Rate Investment Option under this contract
unless it does so for all similarly situated contracts of the same class.
Interest applicable to the withdrawn or transferred amount will be
credited at the applicable guaranteed rate during the deferral period.

Serial 800
8.1-8.4

<PAGE>

8.5 THE NON-QUALIFIED DEFERRED COMPENSATION PLAN:

The Contract-Holder holds this group annuity contract in connection with
the Employer's Non-Qualified Deferred Compensation Plan.

8.6 INFORMATION - RECORDS:

The Contract-Holder will furnish all information which Prudential may
reasonably require for the administration of this contract. Prudential
will not be liable for the fulfillment of any obligations in any way
dependent upon information unless and until it receives the information
in form satisfactory to it.

Information furnished to Prudential may be corrected for demonstrated
errors in it unless Prudential has already acted to its prejudice by
relying on the information. Except for the corrections, information
furnished to Prudential will be regarded as conclusive. Prudential will
maintain the records necessary for its administration of this contract.
These records will be prepared from the information furnished to
Prudential and will constitute evidence as to the truth of the
information in the records.

8.7 MISSTATEMENTS:

If any relevant fact relating to any person is found to have been
misstated, the following will apply:

(a) The amount of annuity payable by Prudential will be that which
would be provided by the amount allocated to purchase the annuity
on the basis of the correct information, without changing the date
of first payment of the annuity.

Any adjustment by Prudential of the amount or terms of payment
made in accordance with this section will be conclusive upon any
other person affected by it.

(b) The amount of any underpayment by Prudential will be paid in full
with the next payment due. The amount of any overpayment by
Prudential will be deducted to the extent possible from amounts
payable thereafter.

8.8 BENEFICIARY:

If, as to any person, this contract provides for the payment of an amount
or amounts after the person dies to other than the person's Contingent
Annuitant, payment will be made to the Beneficiary the person named.

To the extent permitted by the Non-Qualified Deferred Compensation Plan,
a person for whom an Account is held or an annuity is being paid under
this contract may name a Beneficiary to replace one previously named,
however, the Participant may instruct Prudential that his Contingent
Annuitant or Beneficiary is not to have this right to name a Beneficiary.

A Beneficiary may be named by filing a request with Prudential on a form
acceptable to it. It will become effective when entered on Prudential's
records. It will apply to any amounts payable after the request was
received by Prudential, except any withdrawals and payments made before
the request was entered on Prudential's records. Prudential will
acknowledge the naming of a Beneficiary.

Serial 810
8.5-8.8

<PAGE>

The interest of any Beneficiary who dies before the Participant ceases
upon that Beneficiary's death. If there is no named Beneficiary when an
amount is payable to one, payment will be made to the estate of the last
to die of the Participant or Annuitant, his Contingent Annuitant, and his
Beneficiary. If a payment would be made to the estate of a Participant
or Annuitant, Prudential may make the payment to any one or jointly to
any number of his surviving relatives: spouse, children, parents,
brothers or sisters.

Prudential, in determining whether a person is a relative of a
Participant or Annuitant or is a Beneficiary entitled to payment, may
rely solely on any evidence it deems acceptable. Each payment Prudential
makes in reliance thereon will be a valid discharge of its obligation
under this contract as to that payment.

If a series of payments becomes payable to a Beneficiary and the first
payment is less than $50, Prudential may choose to make payment in one
sum. Also, if the payee is not a natural person and a series of payments
is payable, Prudential may choose to make a payment in one sum. The one
sum payment will be equal to the value of the series of payments
discounted at interest from each payment due date to the date of the one
sum payment. The discount interest rate will be the interest rate in the
schedule of annuity purchase rates used to establish the series of
payments.

8.9 DIVISIBLE SURPLUS:

The portion, if any, of the divisible surplus of Prudential accruing upon
this contract will be determined annually by the Board of Directors of
Prudential and credited to Participants' Accounts as determined by the
Board. (It is unlikely any divisible surplus will accrue upon this
contract.)

No annuity under this contract will be taken into account in the
determination of any divisible surplus to be credited to this contract.

8.10 LIMIT ON ASSIGNMENT:

To the extent applicable law or the terms of the Non-Qualified Deferred
Compensation Plan require, the interests in and payments from this
contract are not assignable or subject to the claims of any creditor of a
Participant or the Contract-Holder.

8.11 CERTIFICATES:

Prudential will issue a certificate, as may be required by law, for each
annuity which is effected under this contract. If any law requires,
Prudential will issue a certificate to a Participant for whom an annuity
has not yet been effected. A certificate will be descriptive of the
Participant's or Annuitant's rights and duties under the contract.

8.12 ENTIRE CONTRACT - CONSTRUCTION:

This document constitutes the entire contract.

8.13 GOVERNING LAW:

This contract will be construed according to the laws of the jurisdiction
set forth on the first page.

8.14 PLAN CHANGES:

The Contract-Holder will furnish Prudential a copy of the Non-Qualified
Deferred Compensation Plan. During the term of this Contract the
Contract-Holder will also furnish notice of each amendment to the
Non-Qualified Deferred Compensation Plan. The terms of the Non-Qualified
Deferred Compensation Plan in effect on the Effective Date of this
Contract apply to this Contract. Amendments to the Non-Qualified
Deferred Compensation Plan of which Prudential has received notice will
apply to this Contract unless Prudential notified the Contract-holder
otherwise within 90 days following receipt of notice of the change.

Serial 820
8.8-8.14

<PAGE>

SCHEDULE A

FORMS OF ANNUITY WHICH MAY BE PURCHASED

Form of Payment Payable Applicable Schedule
----------------------- -------------------

1. Life - Payment Certain Annuity. 1. Use Schedule B for allocation.

2. Life - Contingent Annuity. 2. Use Schedule C for allocation.

3. Payment Certain Annuity. 3. Use Schedule D for allocation.

Prudential may provide monthly amounts of annuity larger than those shown in the
following schedules for annuities purchased during any period specified by
Prudential. Annuity purchase rates for other forms of annuity consented to by
Prudential will be furnished on request.

The annuity amounts will not be less than the Participant's Account could
provide at the annuity purchase rates Prudential is then using for single
contribution immediate annuities for contracts in the class of contracts to
which this contract belongs.

Serial A-100
Schedule A

<PAGE>

1/94
SCHEDULES

Monthly amount of annuity purchased per $10,000 of a Participant's Account,
after deduction from it of any taxes on annuity considerations that apply.

SCHEDULE B - Life Payment Certain Annuity (120 Payments Certain)

Monthly Amount
--------------
If date the annuity is purchased is in:

Age 1994 1995 2000 2005
- --- ---- ---- ---- ----
<S> <C> <C> <C> <C>
60 $40.66 $40.47 $39.75 $39.05
65 45.72 45.48 44.56 43.67
70 52.14 51.84 50.68 49.55

</TABLE>

SCHEDULE C - Life-Contingent Annuity

Monthly Amount
--------------
If Annuitant and Contingent Annuitant have same date of birth.
If the date the annuity is purchased is in:
--------------------------------------------------------------

Age 1994 1995 2000 2005
- --- ---- ---- ---- ----
If specified percentage to Contingent Annuitant is 100%:
<S> <C> <C> <C> <C>
60 $35.35 $35.21 $34.68 $34.19
65 39.18 38.99 38.29 37.61
70 44.46 44.20 43.21 42.27

If specified percentage to Contingent Annuitant is 50%:

<S> <C> <C> <C> <C>
60 $38.07 $37.89 $37.24 $36.63
65 42.73 42.50 41.64 40.81
70 49.08 48.78 47.58 46.45

</TABLE>

SCHEDULE D - Payment Certain Annuity

Monthly Amount
--------------
Number of If date the annuity is purchased is in:
Payments Certain 1994 1995 2000 2005
- ---------------- ---- ---- ---- ----
<S> <C> <C> <C> <C>
60 $164.46 $164.28 $164.28 $164.28
120 88.30 88.21 88.21 88.21
180 63.10 63.03 63.03 63.03

* * * *

</TABLE>

The rates in these Schedules are to be used without adjustment only when the
facts that apply to the Participant and his annuity are as shown. Rates for
other facts will be furnished upon request.

Serial S-100
Schedules B-D

<PAGE>

EXHIBIT 99.11(iii)(g)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

[Logo] THE PRUDENTIAL
INSURANCE COMPANY
OF AMERICA

agrees to pay the benefits provided under this contract, in
accordance with and subject to its terms.

NON-QUALIFIED GROUP ANNUITY CONTRACT OFFERING BOTH FIXED AND
VARIABLE INVESTMENT OPTIONS

Contract-Holder:

ABC COMPANY
- --------------------------------------------------------------------------------
Effective Date: Group Annuity Contract Number:

January 1, 19XX GA-XXXX
- --------------------------------------------------------------------------------
Provisions and Schedules Jurisdiction:
attached:
Any State
-----------------------------------------
Provisions I-VIII, inclusive Investment Options:
Schedules A-D, inclusive Fixed Rate Investment Account:
The Prudential General Account
Initial Interest Rate: X.XX%
Variable Separate Accounts:
VCA-10 - Growth Stock
VCA-11 - Money Market
VCA-24 - Prudential Series Fund
Portfolios
- --------------------------------------------------------------------------------

ABC COMPANY THE PRUDENTIAL INSURANCE COMPANY
Any Town, Any State OF AMERICA

By:
----------------------- ------------------------------
Title: Chairman of the Board and
Chief Executive Officer

Date:
----------------------- ------------------------------
Secretary

Attest
---------------------------

Date:
-------------------

NOTICE - ALL CONTRACTUAL VALUES OR PAYMENTS PROVIDED BY THIS CONTRACT, WHEN
BASED ON THE INVESTMENT RESULTS OF A PRUDENTIAL SEPARATE ACCOUNT DESCRIBED IN
HTIS CONTRACT, ARE VARIABLE, SUBJECT TO CHANGE BOTH UP AND DOWN, ADN ARE NOT
GUARANTEED AS TO DOLLAR AMOUNT.

<PAGE>

TABLE OF CONTENTS

Serial Page

PROVISIONS

II. INVESTMENT OPTIONS
2.1 Fixed Rate Investment Option . . . . . . . . 200
2.2 Variable Separate Accounts . . . . . . . . . 210
2.3 Unit Values. . . . . . . . . . . . . . . . . 220

VI. DISCONTINUANCE - TERMINATION OF CONTRACT
6.1 Discontinuance of Establishing Participants'
Accounts . . . . . . . . . . . . . . . . . . 600
6.2 Discontinuance of Contributions under this
Contract . . . . . . . . . . . . . . . . . . 600
6.3 Termination of Contract. . . . . . . . . . . 600

VII. CREDITS
7.1 Cancelling a Part of a Participant's
Account. . . . . . . . . . . . . . . . . . . 700
7.2 Cancelling an Annuity. . . . . . . . . . . . 700
7.3 Credits. . . . . . . . . . . . . . . . . . . 700
7.4 Contract-Holder's Account. . . . . . . . . . 700
7.5 Reinstatement of a Participant's Account . . 710

TC-100

<PAGE>

TABLE OF CONTENTS
(Continued)

Serial Page

PROVISIONS

VIII. GENERAL TERMS
8.1 Contract-Holder. . . . . . . . . . . . . . . 800
8.2 Communications . . . . . . . . . . . . . . . 800
8.3 Employer . . . . . . . . . . . . . . . . . . 800
8.4 Place of Payment - Currency. . . . . . . . . 800
8.5 The Non-Qualified Deferred Compensation
Plan . . . . . . . . . . . . . . . . . . . . 810
8.6 Information - Records. . . . . . . . . . . . 810
8.7 Misstatements. . . . . . . . . . . . . . . . 810
8.8 Beneficiary. . . . . . . . . . . . . . . . . 810
8.9 Divisible Surplus. . . . . . . . . . . . . . 820
8.10 Limit on Assignment. . . . . . . . . . . . . 820
8.11 Certificates . . . . . . . . . . . . . . . . 820
8.12 Entire Contract - Construction . . . . . . . 820
8.13 Governing Law. . . . . . . . . . . . . . . . 820
8.14 Plan Changes . . . . . . . . . . . . . . . . 820

SCHEDULES

TC-110

<PAGE>

Provision I. CONTRIBUTIONS - PARTICIPANT'S ACCOUNTS - CHARGES - REPORTS:

1.1 CONTRIBUTIONS:

A Participant is a person for whom contributions have been paid under
this contract and whose Participant's Account (see section 1.2) has not
been cancelled.

(To save words, male pronouns are used in this contract to refer to both
men and women.)

1.2 PARTICIPANTS ACCOUNT:

A Participant's Account is subject to the charges described in section
1.3 of this Contract.

1.3 CHARGES:

The Annual Account Charge will not exceed $20.

If the Contract-Holder pays the Annual Account Charge, no Annual Account
Charge will be withdrawn from any Account.

In addition to the Annual Account Charge, a charge may be made when a
Participant makes a withdrawal from his Participant's Account (see
section 3.1).

The Annual Account Charge and withdrawal charges may be changed as
provided in section 5.1.

"Business Day" means any day the New York Stock Exchange is open for
trading.

1.4 REPORTS:

Serial 100
1.1-1.4

<PAGE>

Provision II. INVESTMENT OPTIONS: 1/94

2.1 FIXED RATE INVESTMENT OPTION:

The dollar amount of a Participant's Fixed Rate Investment Option as of
the end of any day is the sum of the amounts, including interest, added
to it, less the sum of amounts withdrawn from it.

Each interest rate set pursuant to the above paragraphs for the years
show below will not be less than the following:

Calendar Year Rate
------------- ----
<S> <C>
1995 - 2003 3.5%
2004 and each later year 3.0%

</TABLE>

Prudential will notify the Contract-Holder and each Participant of each
interest rate it sets. Each rate is an effective annual rate.

Calendar quarters begin on January 1, April 1, July 1, and October 1.

This section may be changed as provided in section 5.1.

Serial 200
2.1

<PAGE>

2.2 VARIABLE SEPARATE ACCOUNTS:

a. VCA-24-B: Bond Subaccount invested in the Bond
Portfolio of PSF;

b. VCA-24-S: Common Stock Subaccount invested in the
Common Stock Portfolio of PSF;

c. VCA-24-AM: Aggressively Managed Flexible Subaccount
invested in the Aggressively Managed
Flexible Portfolio of PSF;

d. VCA-24-CM: Conservatively Managed Flexible
Subaccount invested in the
Conservatively Managed Flexible
Portfolio of PSF;

e. VCA-24-SI: Stock Index Subaccount invested in the
Stock Index Portfolio of PSF;

f. VCA-24-GE: Global Equity Subaccount invested in the
Global Equity Portfolio of PSF;

g. VCA-24-GS: Government Securities Subaccount
invested in the Government Securities
Portfolio of PSF.

Serial 210
2.2

<PAGE>

Prudential invests and reinvests the assets held in each Subaccount in
accordance with the investment objectives and policies established for it
and described in the Prospectus.

2.3 UNIT VALUES:

VCA-10 AND VCA-11 UNIT VALUES

To determine the VCA-10 (or VCA-11) Unit Change Factor for any Business
Day, Prudential will:

The result found in (c) is the VCA-10 (or VCA-11) Unit Change Factor for
that Business Day.

Any change in the investment management fees and administrative fees will
be shown in the Prospectus.

The effective annual rate of the administrative fee may be changed on and
after the fifth anniversary of the Effective Date.

Serial 220
2.2-2.3

<PAGE>

THE VCA-24 UNIT VALUES:

A Participant's participation in one or more subaccounts of VCA-24 will
be represented by units of each such subaccount.

The following applies to each VCA-24 subaccount.

The Unit Change Factor for a subaccount of VCA-24 for any Business Day is
(i) divided by (ii); less (iii) where:

(i) is the value of the assets of the subaccount as of the end of the
Business Day, but before taking into account any contributions,
withdrawals or transfers made on such Day, and

(ii) is the value of the assets of the subaccount as of the end of the
preceding Business Day, and

(iii) is the daily equivalent of 0.75% (the administrative fee).

(a) is the rate of the investment management fee applicable to the
Portfolio and

(b) is the average daily assets of the Portfolio.

Any change in the investment management fees and administrative fees will
be shown in the Prospectus.

This section may be changed as provided in section 5.1.

Serial 230
2.3

<PAGE>

Provision III. PARTICIPANT WITHDRAWALS AND TRANSFERS - DEATH PAYMENTS:

3.1 PARTICIPANT WITHDRAWALS:

TABLE OF DEFERRED SALES CHARGES

</TABLE>

Withdrawals will be made on a pro-rata basis from all portions of a
Participant's Fixed Rate Investment Option.

This section may be changed as provided in section 5.1.

Serial 300
3.1

<PAGE>

3.2 DEATH PAYMENTS:

(a) a copy of the death certificate;

(b) a statement by the attending physician;

The Beneficiary may elect payment in any of the following forms, unless
the Participant has directed otherwise:

(a) a lump sum;

(b) an annuity form described in section 4.4, other than one which
provides for payment after the death of the Annuitant to a
Contingent Annuitant;

(d) a combination of all or any two of (a), (b) and (c) above.

Any form of distribution paid pursuant to this section 3.2 must meet the
requirements of Code Section 72(s) and the Regulations issued thereunder.

Serial 310
3.2

<PAGE>

Section 72(s) LIMITATIONS PROVISION

DISTRIBUTION REQUIREMENTS:

(b) If the Participant dies before the annuity starting date, all
amounts payable under the contract must be distributed within the
five years after the owner's death.

Distributions need not be made in the manner described under the
"Distribution Requirements" section above where any of the following
situations apply:

2. If the beneficiary is the Participant's spouse, then the required
distributions described here do not apply until the spouse's
death.

As of the first day no amounts remain in any of the Participant's
Account(s) hereunder, the Participant's Account is cancelled.

Serial 320
3.2-3.3

<PAGE>

The withdrawal charges set forth in Section 3.1 do not apply to amounts
withdrawn to pay death benefits.

3.3 TRANSFERS AMONG INVESTMENT OPTIONS:

PARTIAL TRANSFER: No more than 20% of the dollar amount of a
Participant's Fixed Rate Investment Option at the beginning of the
calendar year may be transferred in that year.

Percent of Participant's
Installment Account on Transfer Day
----------- ------------------------
<S> <C>
second 25%
third 33 1/3%
fourth 50%
fifth 100%

</TABLE>

Prudential may, upon notice to the Contract-Holder and Participants,
limit the frequency of transfers. This action will take effect on the
date of the notice.

This section may be changed as provided in section 5.1.

3.4 TRANSFERS TO ANOTHER FUNDING AGENT:

The Contract-Holder may request Prudential to make transfer
payments to a funding agent named in the request. The Transfer
Date is the later of the day specified in the request and the 45th
day after its receipt by Prudential.

Serial 330
3.3-3.4

<PAGE>

Transfers from a Participant's Variable Account Option will be
made within seven days after Prudential's receipt of a duly
completed transfer request.

Transfers from the Fixed Rate Investment Option will be made as
follows:

All Accounts of Participants who consent to be transferred and the
account balance of the Contract-Holder's Account, if any, will be
cancelled as of the Transfer Date. A single liquidation account
will be established, equal to the sum of the Withdrawal Value of
the cancelled Accounts and the dollar value of the Contract-
Holders Account, if any, as described below.

The transfer will be made on one of the following bases, as
elected by the Contract-Holder at least thirty days before the
Transfer Date.

(a) Sixty equal monthly withdrawals, including interest, will
be made from the liquidation account starting as of the
Transfer Date. Interest will be added to the liquidation
account at an effective annual rate determined on the
Transfer Date. This rate is determined by multiplying each
cancelled portion of each Participant's Account and the
Contract-Holder's Account by the interest rate that applies
to that portion, adding the products, and dividing the sum
by the total dollar value of all cancelled Accounts.

(b) If the liquidation account does not exceed $5,000,000,
Prudential will, withdraw it as of the Transfer Date and
transfer its market value, (computed using the market value
formula described below), as of the Transfer Date.

If the liquidation account exceeds $5,000,000, Prudential
will make up to five quarterly withdrawals starting as of
the Transfer Date. Each withdrawal will not be less than
the smaller of one-fifth of the initial liquidation account
and the amount remaining in the account. Interest computed
at the same rate that would have applied under basis (a)
will be added to the liquidation account. With respect to
each withdrawal, the amount transferred will be its market
value determined as of the date on which the transfer is
withdrawn.

During the transfer period, interest will be added at the end of
each day on the amount of the liquidation account at the end of
the day before. A daily expense and risk charge will be deducted
from the liquidation account at the end of each day. This charge
will be 0.000013665 (equivalent to an effective rate of 1/2% a
year) times the amount remaining in the liquidation account at the
end of the day before.

Each transfer will be in full settlement of Prudential's liability
for the amount withdrawn to provide the transfer. Any transfer
payment will be made within fifteen days of the date of
withdrawal.

Any amounts which would be added to the Contract-Holder's Accounts
after the Transfer Date will instead be paid to the named funding
agent.

Serial 340
3.4

<PAGE>

The market value of the amount withdrawn will be calculated using
the formula described in this paragraph, provided that the market
value shall not be greater than the sum of the dollar amount of
the cancelled portions of a Participants' and Contract-Holder's
Accounts, as the case may be. A separate market value adjustment
is determined for each contribution period for which interest is
credited. The interest rate applicable to each such contribution
period is compared to the interest rate credited for new
contributions in the current quarter. The market value adjustment
(credit or charge) is calculated by subtracting the interest rate
for new contributions from the interest rate credited to the prior
contribution period(s) and multiplying that result (positive or
negative) by a factor, which is 2.5. Each such market value
adjustment is then applied to the Participant's Account balances
for the applicable contribution period. The market value of the
liquidation account is equal to the sum of the market values of
each contribution period.

This section may be changed as provided in section 5.1.

Provision IV. DISTRIBUTIONS:

4.1 DISTRIBUTIONS:

Anything in the contract to the contrary notwithstanding, any payments
made in accordance with this section 4.1 must meet the requirements of
Code Section 72(s). See section 3.2 above.

(a) a lump sum;

(b) an annuity form described in section 4.4;

(d) a combination of all or any two of (a), (b) and (c) above.

Any portion of a Participant's Account which is paid to him as a lump sum
will be subject to the provisions of section 3.1 relating to withdrawal
charges.

4.2 SYSTEMATIC WITHDRAWAL PLAN:

Under a systematic withdrawal plan a Participant may arrange for
systematic withdrawals only if, at the time he elects to have such an
arrangement, the sum of the balance in his Account is at least $5,000.
The Participant may elect to make systematic withdrawals in equal dollar
amounts (in which case each withdrawal must be at least $250) or over a
specified period of time (at least three years). Where the Participant
elects to make systematic withdrawals over a specified period of time,
the amount of each withdrawal will be equal to the sum of the balances
then in the Participant's Account divided by the number of systematic
withdrawals remaining to be made during the withdrawal period.

Serial 400
4.1-4.2

<PAGE>

4.3 SMALL ANNUITIES AND ACCOUNTS:

4.4 TERMS OF PAYMENT OF ANNUITIES:

Serial 410
4.2-4.4

<PAGE>

(a) LIFE FORM OF ANNUITY:

1. Life - Payment Certain

2. Life - Contingent

(b) PAYMENT CERTAIN ANNUITY:

Other forms of annuity payments may be provided with the consent of
Prudential.

4.5 PAYEES:

Each annuity payment will be made to the Annuitant, Contingent Annuitant
or Beneficiary entitled to receive it.

Serial 420
4.4-4.5

<PAGE>

1/94
Provision V. CHANGES:

5.1 CHANGES BY PRUDENTIAL:

Prudential may make changes in this contract without the
Contract-Holder's consent as follows:

(a) The Annual Account Charge and the table of withdrawal charges may
be changed periodically on and after the second anniversary of the
Effective Date.

(d) The market value adjustment formula may be changed by Prudential
upon 31 days advance written notice to the Contract-Holder.

Any change in accordance with this section will be made by giving notice
to the Contract-Holder at least 90 days before the date on which the
change is to take effect.

5.2 CHANGES BY AGREEMENT:

This contract may also be changed in any respect at any time or times by
agreement between the Contract-Holder and Prudential.

5.3 CHANGES TO CONFORM TO LAW:

Prudential may change this contact in any manner it deems appropriate or
necessary to satisfy the requirements of any law or regulation applicable
to it without the Contract-Holder's consent.

5.4 PERSON EMPOWERED TO ACT FOR PRUDENTIAL:

No agent or other person except one of the following officers of
Prudential may change this contract or bind Prudential.

Chairman of the Board and Chief Executive Officer Associate Actuary
President Secretary
Vice President Assistant Secretary
Actuary

Serial 500
5.1-5.4

<PAGE>

Provision VI. DISCONTINUANCE - TERMINATION OF CONTRACT:

6.1 DISCONTINUANCE OF ESTABLISHING PARTICIPANTS' ACCOUNTS:

Prudential may notify the Contract-Holder that on and after a specified
date no new Participants' Accounts will be established under this
contract. The specified date may not be earlier than 90 days after the
date of the notice. Thereafter, only contributions for persons who are
Participants on the specified date will be accepted hereunder. In all
other respects this contract will continue to operate in accordance with
its terms. Prudential will only exercise its rights under this section
if it also exercises its rights to do so under all similarly situated
contracts of the same class.

6.2 DISCONTINUANCE OF CONTRIBUTIONS UNDER THIS CONTRACT:

Contributions under this contract will be discontinued with respect to
all Participants:

(a) at any time after receipt by Prudential of notice thereof from the
Contract-Holder,

(b) when the Non-Qualified Deferred Compensation Plan terminates,

(c) as of a date at least 90 days after notice to the Contract-Holder
by Prudential that no further contributions will be accepted
hereunder, or

(d) as of the effective date of any change to the Non-Qualified
Deferred Compensation Plan to which Prudential is unwilling or
unable to consent (see section 8.14).

After discontinuance the contract will continue to operate in accordance
with its terms with respect to Participants' Accounts. (This includes
the initiation of transfer payments as described in section 3.4).
Prudential will only exercise its rights under this section if it also
exercises its rights to do so under all similarly situated contracts of
the same class.

6.3 TERMINATION OF CONTRACT:

This contract will terminate when all the following have occurred:

(a) no further contributions may be paid under this contract;

(b) no Participant's Account remains uncancelled; and

Serial 600
6.1-6.3

<PAGE>

Provision VII. CREDITS:

7.1 CANCELLING A PART OF A PARTICIPANT'S ACCOUNT:

7.2 CANCELLING AN ANNUITY:

7.3 CREDITS:

Each credit will be added to the Contract-Holder's Account ( as described
in section 7.4) on the day it arises, unless the Participant's Account is
being reinstated as described in section 7.5.

This section may be changed as provided in section 5.1.

7.4 CONTRACT-HOLDER'S ACCOUNT:

Serial 700
7.1-7.4

<PAGE>

This section may be changed as provided in section 5.1.

7.5 REINSTATEMENT OF A PARTICIPANT'S ACCOUNT:

Serial 710
7.4-7.5

<PAGE>

Provision VIII. GENERAL TERMS:

8.1 CONTRACT-HOLDER:

8.2 COMMUNICATIONS:

8.3 EMPLOYER:

The Participant's Employer sponsors the Non-Qualified Deferred
Compensation Plan in connection with which this group annuity contract is
issued.

8.4 PLACE OF PAYMENT - CURRENCY:

Serial 800
8.1-8.4

<PAGE>

8.5 THE NON-QUALIFIED DEFERRED COMPENSATION PLAN:

The Contract-Holder holds this group annuity contract in connection with
the Employer's Non-Qualified Deferred Compensation Plan.

8.6 INFORMATION - RECORDS:

8.7 MISSTATEMENTS:

If any relevant fact relating to any person is found to have been
misstated, the following will apply:

Any adjustment by Prudential of the amount or terms of payment
made in accordance with this section will be conclusive upon any
other person affected by it.

8.8 BENEFICIARY:

Serial 810
8.5-8.8

<PAGE>

8.9 DIVISIBLE SURPLUS:

No annuity under this contract will be taken into account in the
determination of any divisible surplus to be credited to this contract.

8.10 LIMIT ON ASSIGNMENT:

8.11 CERTIFICATES:

8.12 ENTIRE CONTRACT - CONSTRUCTION:

This document constitutes the entire contract.

8.13 GOVERNING LAW:

This contract will be construed according to the laws of the jurisdiction
set forth on the first page.

8.14 PLAN CHANGES:

Serial 820
8.8-8.14

<PAGE>

SCHEDULE A

FORMS OF ANNUITY WHICH MAY BE PURCHASED

Form of Payment Payable Applicable Schedule
----------------------- -------------------
1. Life - Payment Certain Annuity. 1. Use Schedule B for allocation.
2. Life - Contingent Annuity. 2. Use Schedule C for allocation.
3. Payment Certain Annuity. 3. Use Schedule D for allocation.

Serial A-100
Schedule A

<PAGE>

1/94
SCHEDULES

Monthly amount of annuity purchased per $10,000 of a Participant's Account,
after deduction from it of any taxes on annuity considerations that apply.

SCHEDULE B - Life Payment Certain Annuity (120 Payments Certain)

Monthly Amount
--------------
If date the annuity is purchased is in:
Age 1994 1995 2000 2005
- --- ---- ---- ---- ----
<S> <C> <C> <C> <C>
60 $40.66 $40.47 $39.75 $39.05
65 45.72 45.48 44.56 43.67
70 52.14 51.84 50.68 49.55

</TABLE>

SCHEDULE C - Life-Contingent Annuity

Monthly Amount
--------------
If Annuitant and Contingent Annuitant have same date of birth.
If the date the annuity is purchased is in:
--------------------------------------------------------------
Age 1994 1995 2000 2005
- --- ---- ---- ---- ----
If specified percentage to Contingent Annuitant is 100%:
<S> <C> <C> <C> <C>
60 $35.35 $35.21 $34.68 $34.19
65 39.18 38.99 38.29 37.61
70 44.46 44.20 43.21 42.27

If specified percentage to Contingent Annuitant is 50%:
<S> <C> <C> <C> <C>
60 $38.07 $37.89 $37.24 $36.63
65 42.73 42.50 41.64 40.81
70 49.08 48.78 47.58 46.45

</TABLE>

SCHEDULE D - Payment Certain Annuity

* * * *

</TABLE>

The rates in these Schedules are to be used without adjustment only when the
facts that apply to the Participant and his annuity are as shown. Rates for
other facts will be furnished upon request.

Serial S-100
Schedules B-D

<PAGE>

EXHIBIT 99.12(iii)(h)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

[Logo] THE PRUDENTIAL
INSURANCE COMPANY
OF AMERICA

agrees to pay the benefits provided under this contract, in
accordance with and subject to its terms.

NON-QUALIFIED GROUP ANNUITY CONTRACT OFFERING BOTH FIXED AND
VARIABLE INVESTMENT OPTIONS

Contract-Holder:

ABC COMPANY
- --------------------------------------------------------------------------------
Effective Date: GROUP ANNUITY CONTRACT NUMBER:

January 1, 19XX GA-XXX
- --------------------------------------------------------------------------------
Provisions and Schedules Jurisdiction:
attached:
Any State
----------------------------------------
Provisions I-VIII, iniclusive Investment Options:
Schedules A-D, inclusive Fixed Rate Investment Account:
The Prudential General Account
Initial Interest Rate: XXX%
Variable Separate Accounts:
VCA-10 - Growth Stock
VCA-11 - Money Market
VCA-24 - Prudential Series Fund
Portfolios
- --------------------------------------------------------------------------------

ABC COMPANY THE PRUDENTIAL INSURANCE COMPANY
Any Town, Any State OF AMERICA

By: SPECIMEN s/s Arthur F. Ryan
----------------------- ------------------------------
Title Chairman of the Board and
Chief Executive Officer

Date: s/s Dorothy K. Light
----------------------- ------------------------------
Secretary

SPECIMEN
Attest
---------------------------

Date: ---------------------

This is a Group Annuity Contract which provides for non-qualified
contributions pursuant to an employer's non-qualified deferred
compensation plan and the annual determination of participation in
divisible surplus, subject to the provisions of this contract. This
contract provides both fixed and variable investment options.

<PAGE>

TABLE OF CONTENTS

Serial Page

PROVISIONS

II. INVESTMENT OPTIONS
2.1 Fixed Rate Investment Option . . . . . . . . 200
2.2 Variable Separate Accounts . . . . . . . . . 210
2.3 Unit Values. . . . . . . . . . . . . . . . . 220

III. WITHDRAWALS AND TRANSFERS - DEATH PAYMENTS
3.1 Withdrawals. . . . . . . . . . . . . . . . . 300
3.2 Death Payments . . . . . . . . . . . . . . . 310
3.3 Transfers Among Investment Options . . . . . 330
3.4 Transfers to Another Funding Agent . . . . . 330

TC-100

<PAGE>

TABLE OF CONTENTS
(Continued)

Serial Page

PROVISIONS

VIII. GENERAL TERMS
8.1 Contract-Holder. . . . . . . . . . . . . . . 800
8.2 Communications . . . . . . . . . . . . . . . 800
8.3 Employer . . . . . . . . . . . . . . . . . . 800
8.4 Place of Payment - Currency. . . . . . . . . 800
8.5 The Non-Qualified Deferred Compensation
Plan . . . . . . . . . . . . . . . . . . . . 810
8.6 Information - Records. . . . . . . . . . . . 810
8.7 Misstatements. . . . . . . . . . . . . . . . 810
8.8 Beneficiary. . . . . . . . . . . . . . . . . 810
8.9 Divisible Surplus. . . . . . . . . . . . . . 820
8.10 Limit on Assignment. . . . . . . . . . . . . 820
8.11 Certificates . . . . . . . . . . . . . . . . 820
8.12 Entire Contract - Construction . . . . . . . 820
8.13 Governing Law. . . . . . . . . . . . . . . . 820
8.14 Plan Changes . . . . . . . . . . . . . . . . 820

SCHEDULES

TC-110

<PAGE>

Provision I. CONTRIBUTIONS - PARTICIPANT'S ACCOUNTS - CHARGES - REPORTS:

1.1 CONTRIBUTIONS:

The contributions which are payable under this contract are amounts
contributed by the Employer under the Non-Qualified Deferred Compensation
Plan. Contributions will be transmitted by or at the order of the
Contract-Holder to Prudential at the address set forth in section 8.2 of
this contract.

A Participant is a person whom the Contract-Holder has indicated is a
participant under the Non-Qualified Deferred Compensation Plan.

(To save words, male pronouns are used in this contract to refer to both
men and women.)

1.2 PARTICIPANT'S ACCOUNT:

At the direction of the Contract-Holder Prudential will establish a
Participant's Account corresponding to each Participant under the
Non-Qualified Deferred Compensation Plan. Each contribution made will be
added to the appropriate Account on the day it is received by Prudential
at the address set forth in section 8.2. Amounts allocated to a
Participant's Account will be invested in one or more of the Investment
Options described in Provision II and set forth on the cover page of the
Contract as directed by the Contract-Holder. Because this Contract is
for a Non-Qualified Deferred Compensation Plan, Participant's Accounts
are established for the convenience of the Contract-Holder and do not
create or imply any rights for the Participants under this Contract.

A Participant's Account is subject to charges described in section 1.3 of
this Contract.

1.3 CHARGES:

On the last Business Day (defined below) of each calendar year, an amount
will be withdrawn from each Participant's Account equal to the Annual
Account Charge. Also, on any other day on which a Participant's Account
is cancelled, an amount will be withdrawn from the Participant's Account
equal to the Annual Account Charge. However, no Charge will be withdrawn
if the Participant's Account is being cancelled on a January 1 to
purchase an annuity for the Participant under this contract.

The Annual Account Charge will not exceed $20.

The Annual Account Charge will be pro-rated during the first year of
participation for the Participant under the Non-Qualified Deferred
Compensation Plan. The Charge will be based on the number of full months
remaining in the calendar year after the first contribution is received.
If all Participants' Accounts are cancelled before the end of the
calendar year, the Annual Account Charge will be made on the date the
last Account is cancelled (and the Annual Account Charge will not be
pro-rated if this occurs during the calendar year in which the first
contribution is made for such Account).

If the Contract-Holder pays the Annual Account Charge, no Annual Account
Charge will be withdrawn from any Account.

In addition to the Annual Account Charge, a charge against the
Participant's Account may be made when a Participant makes a withdrawal
from the Participant's Account (see section 3.1).

The Annual Account Charge and withdrawal charges may be changed as
provided in section 5.1.

"Business Day" means any day the New York Stock Exchange is open for
trading.

1.4 REPORTS:

Each quarter, Prudential will furnish a report to the Contract-Holder
with respect to each Participant's Account which has not been cancelled.
The report will show the value of each Account as of the date of the
report and the amounts allocated among the various Investment Options.

Serial 100
1.1-1.4

<PAGE>

Provision II. INVESTMENT OPTIONS:

2.1 FIXED RATE INVESTMENT OPTION:

Contributions invested in the Fixed Rate Investment Option earn a
specific rate of interest for a specific time period, as set forth below.
Prudential maintains the Fixed Rate Investment Option for a Participant's
Account in a single portion or in two or more portions. The sum of the
portions is equal to the dollar amount of the Fixed Rate Investment
Option. Amounts are added to the newest portion. A new portion is
established at the end of each calendar quarter.

The dollar amount of the Fixed Rate Investment Option for the
Participant's Account as of the end of any day is the sum of the amounts,
including interest, added to it, less the sum of amounts withdrawn from
it.

Interest will be added to each portion of a Fixed Rate Investment Option
at the end of each day on the amount in that portion at the end of the
day before. Interest will be added at the effective annual rate that
applies on that day to that portion.

Each interest rate set pursuant to the above paragraphs for the years
shown below will not be less than the following:

Calendar Year Rate
------------- ----
<S> <C>
1995 - 2003 3.5%
2004 and each later year 3.0%

</TABLE>

Prudential will notify the Contract-Holder of each interest rate it sets. Each
rate is an effective annual rate.

Calendar quarters begin on January 1, April 1, July 1, and October 1.

This section may be changed as provided in section 5.1.

Serial 200
2.1

<PAGE>

2.2 VARIABLE SEPARATE ACCOUNTS:

Each of VCA-10, VCA-11, and VCA-24 are registered under the Investment
Company Act of 1940. These three accounts are part of Prudential's
MEDLEY Program. Participants for whom the Employer has selected these
accounts must receive a MEDLEY prospectus prior to investing.

The operations of VCA-10 and VCA-11 are supervised by the Prudential VCA-
10 and VCA-11 Committees, respectively (the "Committees"). Committee
members are elected by the persons having VCA-10 and VCA-11 voting
rights, including the Contract-Holder under this Contract, as described
in the Prospectus.

a. VCA-24-B: Bond Subaccount invested in the Bond
Portfolio of PSF;

b. VCA-24-S: Common Stock Subaccount invested in the
Common Stock Portfolio of PSF;

c. VCA-24-AM: Aggressively Managed Flexible Subaccount
invested in the Aggressively Managed
Flexible Portfolio of PSF;

d. VCA-24-CM: Conservatively Managed Flexible
Subaccount invested in the
Conservatively Managed Flexible
Portfolio of PSF;

e. VCA-24-SI: Stock Index Subaccount invested in the
Stock Index Portfolio of PSF;

f. VCA-24-GE: Global Equity Subaccount invested in the
Global Equity Portfolio of PSF;

g. VCA-24-GS: Government Securities Subaccount
invested in the Government Securities
Portfolio of PSF.

Serial 210
2.2

<PAGE>

Prudential invests and reinvests the assets held in each Subaccount in
accordance with the investment objectives and policies established for it
and described in the Prospectus.

2.3 UNIT VALUES:

VCA-10 AND VCA-11 UNIT VALUES

To determine the VCA-10 (or VCA-11) Unit Change Factor for any Business
Day, Prudential will:

(c Provide for the administrative fee at the effective annual rate of
0.75%, against the assets of VCA-10 (or VCA-11). To do so, the
result found in (b) is divided by $1.00 increased at the effective
annual rate of 0.75% for the number of calendar days in the period
from the end of the prior Business Day to the end of the current
Business Day.

The result found in (c) is the VCA-10 (or VCA-11) Unit Change Factor for
that Business Day.

The investment management fee specified in item (b) above may be changed
from time to time pursuant to a change in the investment advisory
agreement between Prudential and the VCA-10 (or VCA-11) Account. The
Contract-Holder is entitled to vote in connection with such investment
advisory agreements to the extent provided in the Prospectus.

Any change in the investment management fees and administrative fees will
be shown in the Prospectus.

Serial 220
2.2-2.3

<PAGE>

The effective annual rate of the administrative fee may be changed on and
after the fifth anniversary of the Effective Date.

THE VCA-24 UNIT VALUES:

Participation in one or more subaccounts of VCA-24 will be represented by
units of each such subaccount.

The following applies to each VCA-24 subaccount.

The Unit Change Factor for a subaccount of VCA-24 for any Business Day is
(i) divided by (ii); less (iii) where:

(i) is the value of the assets of the subaccount as of the end of the
Business Day, but before taking into account any contributions,
withdrawals or transfers made on such Day, and

(ii) is the value of the assets of the subaccount as of the end of the
preceding Business Day, and

(iii) is the daily equivalent of 0.75% (the administrative fee).

(a) is the rate of the investment management fee applicable to the
Portfolio and

(b) is the average daily assets of the Portfolio.

The rate of the investment management fee currently applicable to each
portfolio is shown in the Prospectus. The investment management fee for
a portfolio may be changed from time to time pursuant to a change in the
investment advisory agreement for that portfolio. The Contract-Holder is
entitled to vote in connection with such investment advisory agreements
to the extent provided in the Prospectus.

Any change in the investment management fees and administrative fees will
be shown in the Prospectus.

This section may be changed as provided in section 5.1.

Serial 230
2.3

<PAGE>

Provision III. WITHDRAWALS AND TRANSFERS - DEATH PAYMENTS:

3.1 WITHDRAWALS:

The Contract-Holder may make withdrawals for payments to a Participant
from the Participant's Account as permitted by the Non-Qualified Deferred
Compensation Plan. Such a payment to the Contract-Holder on behalf of
the Participant will be made within seven days of Prudential's receipt of
a duly completed request for it. However, it may be paid at a later day
if permitted under the Investment Company Act of 1940. If any withdrawal
payment of amounts in the Fixed Rate Investment Account is not made
within 10 business days, it will be considered a "delayed payment" and
interest on the delayed payment will be credited (starting as of the
first day following receipt of the withdrawal request) at the rate
applicable to new contributions under section 2.1 on the date the
withdrawal request is received.

The amount paid for such withdrawal will be the amount requested for
withdrawal less the deferred sales charge determined from the following
table and the Annual Account Charge if it applies. However, if the
entire dollar amount of the Fixed Rate Investment Option for the
Participant's Account is withdrawn, the amount paid from that option will
not be less than the contributions made into the Participant's Account
for that option reduced by previous withdrawals (other than the Annual
Account Charge) and transfers. The amount payable is also referred to as
the "Withdrawal Value."

TABLE OF DEFERRED SALES CHARGES
-------------------------------

Withdrawals made in the years
indicated, counting from the
day the Participant's Account Withdrawal charge per $1.00
Was established under this contract being withdrawn*
----------------------------------- ---------------------------
<S> <C>
0 - 2 years 6%
3 - 5 years 5%
6 - 10 years 3%
11 - 15 years 2%
After 15 years 0%

</TABLE>

*No charge is made after the amount withdrawn equals the contributions
made to the Participant's Account.

Withdrawals will be made on a pro-rata basis from all portions of the
Fixed Rate Investment Option for the Participant's Account.

As of the first day no amounts remain in any of the Participant's
Accounts, the Account is cancelled. A Participant's Account that has
been cancelled may be reinstated under this Contract if new
contribution(s) are made as provided under section 1.1 of this Contract.

This section may be changed as provided in section 5.1.

Serial 300
3.1

<PAGE>

3.2 DEATH PAYMENTS:

If a Participant dies before the Participant's Account has been
cancelled, the dollar amount held in the Account will be paid to the
Beneficiary (see section 8.8). Proof of the Participant's death and a
claim submitted on a form approved by Prudential must be received by
Prudential before any payment will be made. Any of these items will be
accepted as proof of death:

(a) a copy of the death certificate;

(b) a statement by the attending physician;

Death benefits payable under the contract to a Participant's Beneficiary
prior to the date on which distributions have commenced pursuant to
section 4.1 of the contract will be paid as set forth in this section
3.2. Death benefits payable under the contract to a Participant's
Beneficiary on or after distributions have commenced for the Participant
pursuant to section 4.1 will be paid as set forth in section 4.1.

To the extent permitted by the Non-Qualified Deferred Compensation Plan,
payments to a Beneficiary may be made in any of the following forms:

(a) a lump sum;

(b) an annuity form described in section 4.4, other than one which
provides for payment after the death of the Annuitant to a
Contingent Annuitant;

(d) a combination of all or any two of (a), (b) and (c) above.

Any form of distribution paid pursuant to this section 3.2 must meet the
requirements of Code Section 72(s) and the Regulations issued thereunder.

Section 72(s) LIMITATIONS PROVISION

This Provision describes the distribution requirements on the death of a
Participant. It also describes the special distribution rules where the
Participant is a non-individual, such as a corporation. The Provision
will not apply on the death of the Annuitant unless the Annuitant is also
the Participant.

Serial 310
3.2

<PAGE>

DISTRIBUTION REQUIREMENTS:

(b) If the Participant dies before the annuity starting date, all
amounts payable under the contract must be distributed within the
five years after the owner's death.

Distributions need not be made in the manner described under the
"Distribution Requirements" section above where any of the following
situations apply:

2. If the beneficiary is the Participant's spouse, then the required
distributions described here do not apply until the spouse's
death.

As of the first day no amounts remain in any of the Participant's
Account(s) hereunder, the Participant's Account is cancelled.

The withdrawal charges set forth in Section 3.1 do not apply to amounts
withdrawn to pay death benefits.

3.3 TRANSFERS AMONG INVESTMENT OPTIONS:

The Contract-Holder may transfer amounts among variable separate account
investment options and from the variable options to the Fixed Rate
Investment Option as provided by the Non-Qualified Deferred Compensation
Plan, but otherwise without restriction. Transfers will be effective as
of the date of Prudential's receipt of a duly completed request for it.

Amounts may be transferred from the Fixed Rate Investment Option to one
or more of the variable options, as provided by the Non-Qualified
Deferred Compensation Plan, but otherwise subject to the following
conditions:

Serial 320
3.2-3.3

<PAGE>

PARTIAL TRANSFER: No more than 20% of the dollar amount of the Fixed
Rate Investment Option for a Participant's Account at the beginning of
the calendar year may be transferred in that year.

TOTAL TRANSFER: If the Contract-Holder requests that the entire dollar
amount be transferred, Prudential will make the transfer in 5 annual
installments. The first installment will be transferred not later than
seven days after receipt of a duly completed request. It will be equal
to one-fifth of the dollar amount on the day of transfer. The remaining
installments will be paid on the anniversaries of the first installment
in the following amounts. However, at any time the Contract-Holder may
elect that any remaining installments not be transferred. No
contributions may be made to the Fixed Rate Investment Option Account
while these installments are being transferred.

Percent of Participant's
Installment Account on Transfer Day
----------- ------------------------
<S> <C>
second 25%
third 33 1/3%
fourth 50%
fifth 100%

</TABLE>

The withdrawal charges set forth in Section 3.1 do not apply to amounts
transferred to other investment options under this contract. Transfers
are deemed to be made first from the contributions paid to the
Participant's Account. Investment income is transferred when there are
no longer any contributions in the Participant's Account. Transfers will
be made on a pro-rata basis from all portions of a Participant's Fixed
Rate Investment Option.

Prudential may, upon notice to the Contract-Holder, limit the frequency
of transfers. This action will take effect on the date of the notice.

This section may be changed as provided in section 5.1.

3.4 TRANSFERS TO ANOTHER FUNDING AGENT:

The Contract-Holder may request Prudential to make transfer payments to
the Contract-Holder or to a funding agent named in the request. The
Transfer Date is the later of the day specified in the request and the
45th day after its receipt by Prudential.

Transfers from a Variable Account Option will be made within seven days
after Prudential's receipt of a duly completed transfer request.

Transfers from the Fixed Rate Investment Option will be made as follows:

All Participants' Accounts to be transferred and the dollar value of the
Contract-Holder's Account, if any, will be cancelled as of the Transfer
Date. A single liquidation account will be established, equal to the sum
of the Withdrawal Value of the cancelled Accounts and the dollar value of
the Contract-Holder's Account.

Serial 330
3.3-3.4

<PAGE>

The transfer will be made on one of the following bases, as elected by
the Contract-Holder at least thirty days before the Transfer Date.

(b) If the liquidation account does not exceed $5,000,000, Prudential
will withdraw it as of the Transfer Date and transfer its market
value, but not more than its book value, as of the Transfer Date.

If the liquidation account exceeds $5,000,000, Prudential will
make up to five quarterly withdrawals starting as of the Transfer
Date. Each withdrawal will not be less than the smaller of
one-fifth of the initial liquidation account and the amount
remaining in the account. Interest computed at the same rate
that would have applied under basis (a) will be added to the
liquidation account. With respect to each withdrawal, the amount
transferred will be its market value determined as of the date on
which the transfer is withdrawn.

Each transfer will be in full settlement of Prudential's liability for
the amount withdrawn to provide the transfer. Any transfer payment will
be made within fifteen days of the date of withdrawal.

Any amounts which would be added to the Contract-Holder's Accounts after
the Transfer Date will instead be paid to the named funding agent.

This section may be changed as provided in section 5.1.

Serial 340
3.4

<PAGE>

Provision IV. DISTRIBUTIONS:

4.1 DISTRIBUTIONS:

Anything in the contract to the contrary notwithstanding, any payments
made in accordance with this section 4.1 must meet the requirements of
Code Section 72(s). See section 3.2 above.

The Contract-Holder may, subject to section 3.1 and the terms of the
Non-Qualified Deferred Compensation Plan, elect for a Participant to
receive a distribution of his Accounts under the contract in any of the
following forms:

(a) a lump sum;

(b) an annuity form described in section 4.4;

(d) a combination of all or any two of (a), (b) and (c) above.

Any portion of a Participant's Account which is paid as a lump sum will
be subject to the provisions of section 3.1 relating to withdrawal
charges.

As of the first day no amounts remain in the Participant's Account, his
Account is cancelled. A Participant's Account that has been cancelled
may be reinstated under this Contract if new contribution(s) are made as
provided under section 1.1 of this Contract.

4.2 SYSTEMATIC WITHDRAWAL PLAN:

Under a systematic withdrawal plan the Contract-Holder may arrange for
systematic withdrawals on behalf of the Participant only if, at the time
such an arrangement is elected, the sum of the balance in the
Participant's Account is at least $5,000. The Contract-Holder may elect
to make systematic withdrawals on behalf of the Participant in equal
dollar amounts (in which case each withdrawal must be at least $250) or
over a specified period of time (at least three years). Where the
Contract-Holder elects to make systematic withdrawals on behalf of the
Participant over a specified period of time, the amount of each
withdrawal will be equal to the sum of the balances then in the
Participant's Account divided by the number of systematic withdrawals
remaining to be made during the withdrawal period.

Serial 400
4.1-4.2

<PAGE>

The Contract-Holder on behalf of the Participant may change the
frequency, amount or duration of the systematic withdrawals by submitting
a form to Prudential that Prudential will provide upon request. Such a
change may be made only once during each calendar year.

The Contract-Holder may at any time instruct Prudential to terminate the
systematic withdrawal arrangement, and no systematic withdrawals will be
made on the Participant's behalf after Prudential has received the
instruction. When a choice is made to stop, systematic withdrawals may
not again be made until the next calendar year and may be subject to
federal tax consequences as a result thereof.

4.3 SMALL ANNUITIES AND ACCOUNTS:

If no contributions have been made under this contract to a Participant's
Account for a period of 36 months and the dollar amount of the Account is
$3,500 or less, Prudential may cancel the Account under this contract.
If the Account is cancelled, its dollar amount will be paid to the
Contract-Holder unless payment to a named financial institution is
directed. The Annual Account Charge will be made only if no Account
remains for him under any other Prudential contract.

4.4 TERMS OF PAYMENT OF ANNUITIES:

If the Contract-Holder elects an annuity pursuant to paragraph (b) of
section 4.1, all or a portion of the dollar value of the Participant's
Account, as specified by the Contract-Holder, will be applied to purchase
an annuity in accordance with Schedule A. The monthly amount of annuity
is determined from the schedule of purchase rates for that annuity. Life
annuities and Payment Certain annuities are available under this
contract. A Life form of annuity is one payable at least during the
lifetime of the person (referred to as the "Annuitant") for whom it was
purchased. Depending upon the existence and nature of any payment
payable after the death of the Annuitant, a Life annuity will be one of
the following forms: Life - Payment Certain, Life - Contingent, or
Life - Payment Certain Contingent annuity. A Payment Certain form of
annuity may be payable for a period less than the lifetime of the
Annuitant. The terms of payment of each form of annuity are described
below.

Serial 410
4.2-4.4

<PAGE>

(a) LIFE FORM OF ANNUITY:

1. Life - Payment Certain

The first monthly payment of a Life - Payment Certain annuity is
payable on the date the annuity is purchased. Monthly payments
are payable on the first day of each month thereafter throughout
the Annuitant's remaining lifetime. If the Annuitant dies before
the number of annuity payments made equals the number of Payments
Certain applicable to him, monthly annuity payments payable to his
Contingent Annuitant or Beneficiary will be continued until the
total number of payments is so equal. These continued annuity
payments will each be in the same amount as was payable to the
Annuitant. The number of Payments Certain is established when the
annuity is purchased and may be 60, 120, 180, 240 or any other
number accepted by Prudential. Even if the number of payments
certain purchased by the Annuitant are made prior to the
Annuitant's death monthly payments will continue throughout the
Annuitant's remaining lifetime.

2. Life - Contingent

(b) PAYMENT CERTAIN ANNUITY:

Other forms of annuity payments may be provided with the consent of
Prudential.

4.5 PAYEES:

Each annuity payment will be made to the Annuitant, Contingent Annuitant
or Beneficiary entitled to receive it.

Serial 420
4.4-4.5

<PAGE>

Provision V. CHANGES: 1/94

5.1 CHANGES BY PRUDENTIAL:

Prudential may make changes in this contract without the
Contract-Holder's consent as follows:

(a) The Annual Account Charge and the table of withdrawal charges may
be changed periodically on and after the second anniversary of the
Effective Date.

(d) The market value adjustment formula may be changed by Prudential
upon 31 days advance written notice to the Contract-Holder.

Any change in accordance with this section will be made by giving notice
to the Contract-Holder at least 90 days before the date on which the
change is to take effect.

Any change made in accordance with this section 5.1 will be consistent
with applicable law.

5.2 CHANGES BY AGREEMENT:

This contract may also be changed in any respect at any time or times by
agreement between the Contract-Holder and Prudential.

5.3 CHANGES TO CONFORM TO LAW:

Prudential may change this contact in any manner it deems appropriate or
necessary to satisfy the requirements of any law or regulation applicable
to it without the Contract-Holder's consent.

5.4 PERSON EMPOWERED TO ACT FOR PRUDENTIAL:

No agent or other person except one of the following officers of
Prudential may change this contract or bind Prudential.

Chairman of the Board and Chief Executive Officer Associate Actuary
President Secretary
Vice President Assistant Secretary
Actuary

Serial 500
5.1-5.4

<PAGE>

Provision VI. DISCONTINUANCE - TERMINATION OF CONTRACT:

6.1 DISCONTINUANCE OF ESTABLISHING PARTICIPANTS' ACCOUNTS:

Prudential may notify the Contract-Holder that on and after a specified
date no new Participants' Accounts will be established under this
contract. The specified date may not be earlier than 90 days after the
date of the notice. Thereafter, only contributions for Participants'
Accounts existing on the specified date will be accepted hereunder. In
all other respects this contract will continue to operate in accordance
with its terms. Prudential will only exercise its rights under this
section if it also exercises its rights to do so under all similarly
situated contracts of the same class.

6.2 DISCONTINUANCE OF CONTRIBUTIONS UNDER THIS CONTRACT:

Contributions under this contract will be discontinued with respect to
all Participants' Accounts:

(a) at any time after receipt by Prudential of notice thereof from the
Contract-Holder,

(b) when the Non-Qualified Deferred Compensation Plan terminates,

(c) as of a date at least 90 days after notice to the Contract-Holder
by Prudential that no further contributions will be accepted
hereunder, or

(d) as of the effective date of any change to the Non-Qualified
Deferred Compensation Plan to which Prudential is unwilling or
unable to consent (see section 8.14).

6.3 TERMINATION OF CONTRACT:

This contract will terminate when all the following have occurred:

(a) no further contributions may be paid under this contract;

(b) no Participant's Account remains uncancelled; and

Serial 600
6.1-6.3

<PAGE>

Provision VII. CREDITS:

7.1 CANCELLING A PART OF A PARTICIPANT'S ACCOUNT:

7.2 CANCELLING AN ANNUITY:

7.3 CREDITS:

Each credit will be added to the Contract-Holder's Account ( as described
in section 7.4) on the day it arises, unless the Participant's Account is
being reinstated as described in section 7.5.

This section may be changed as provided in section 5.1.

7.4 CONTRACT-HOLDER'S ACCOUNT:

Serial 700
7.1-7.4

<PAGE>

This section may be changed as provided in section 5.1.

7.5 REINSTATEMENT OF A PARTICIPANT'S ACCOUNT:

Serial 710
7.4-7.5

<PAGE>

Provision VIII. GENERAL TERMS:

8.1 CONTRACT-HOLDER:

8.2 COMMUNICATIONS:

8.3 EMPLOYER:

The Participant's Employer sponsors the Non-Qualified Deferred
Compensation Plan in connection with which this group annuity contract is
issued.

8.4 PLACE OF PAYMENT - CURRENCY:

If permitted by any law or regulation governing this contract, Prudential
may defer payment of amounts withdrawn or transferred from this contract
for up to six months after it receives the request for such payment.
Prudential will not defer payments under this contract unless it does so
for all similarly situated contracts of the same class. Interest
applicable to the withdrawn or transferred amount will be credited at the
applicable guaranteed rate during the deferral period.

Serial 800
8.1-8.4

<PAGE>

8.5 THE NON-QUALIFIED DEFERRED COMPENSATION PLAN:

The Contract-Holder holds this group annuity contract in connection with
the Employer's Non-Qualified Deferred Compensation Plan.

8.6 INFORMATION - RECORDS:

8.7 MISSTATEMENTS:

If any relevant fact relating to any person is found to have been
misstated, the following will apply:

Any adjustment by Prudential of the amount or terms of payment
made in accordance with this section will be conclusive upon any
other person affected by it.

8.8 BENEFICIARY:

Serial 810
8.5-8.8

<PAGE>

8.9 DIVISIBLE SURPLUS:

No annuity under this contract will be taken into account in the
determination of any divisible surplus to be credited to this contract.

8.10 LIMIT ON ASSIGNMENT:

8.11 CERTIFICATES:

Prudential will issue a certificate, as may be required by law, for each
annuity which is effected under this contract. A certificate will be
descriptive of the Participant's or Annuitant's rights and duties under
the contract.

8.12 ENTIRE CONTRACT - CONSTRUCTION:

This document constitutes the entire contract.

8.13 GOVERNING LAW:

This contract will be construed according to the laws of the jurisdiction
set forth on the first page.

8.14 PLAN CHANGES:

Serial 820
8.8-8.14

<PAGE>

SCHEDULE A

FORMS OF ANNUITY WHICH MAY BE PURCHASED

Form of Payment Payable Applicable Schedule
------------------------ -------------------

1. Life - Payment Certain Annuity. 1. Use Schedule B for allocation.

2. Life - Contingent Annuity. 2. Use Schedule C for allocation.

3. Payment Certain Annuity. 3. Use Schedule D for allocation.

Prudential may provide monthly amounts of annuity larger than those shown
in the following schedules for annuities purchased during any period
specified by Prudential. Annuity purchase rates for other forms of
annuity consented to by Prudential will be furnished on request.

Serial A-100
Schedule A

<PAGE>

1/94
SCHEDULES

Monthly amount of annuity purchased per $10,000 of a Participant's Account,
after deduction from it of any taxes on annuity considerations that apply.

SCHEDULE B - Life Payment Certain Annuity (120 Payments Certain)

Monthly Amount
--------------
If date the annuity is purchased is in:

AGE 1994 1995 2000 2005
- --- ---- ---- ---- ----
<S> <C> <C> <C> <C>
60 $40.66 $40.47 $39.75 $39.05
65 45.72 45.48 44.56 43.67
70 52.14 51.84 50.68 49.55

</TABLE>

SCHEDULE C - Life-Contingent Annuity

Monthly Amount
--------------
If Annuitant and Contingent Annuitant have same date of birth.
If the date the annuity is purchased is in:
--------------------------------------------------------------

AGE 1994 1995 2000 2005
- --- ---- ---- ---- ----
If specified percentage to Contingent Annuitant is 100%:
<S> <C> <C> <C> <C>
60 $35.35 $35.21 $34.68 $34.19
65 39.18 38.99 38.29 37.61
70 44.46 44.20 43.21 42.27

If specified percentage to Contingent Annuitant is 50%:
<S> <C> <C> <C> <C>
60 $38.07 $37.89 $37.24 $36.63
65 42.73 42.50 41.64 40.81
70 49.08 48.78 47.58 46.45

</TABLE>

SCHEDULE D - Payment Certain Annuity

* * * *

</TABLE>

The rates in these Schedules are to be used without adjustment only when the
facts that apply to the Participant and his annuity are as shown. Rates for
other facts will be furnished upon request.

Serial S-100
Schedules B-D

<PAGE>

EXHIBIT 99.13(iii)(i)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

[Logo] THE PRUDENTIAL
INSURANCE COMPANY
OF AMERICA

agrees to pay the benefits provided under this contract, in
accordance with and subject to its terms.

NON-QUALIFIED GROUP ANNUITY CONTRACT OFFERING BOTH FIXED AND
VARIABLE INVESTMENT OPTIONS

Contract-Holder:

ABC COMPANY
- --------------------------------------------------------------------------------
Effective Date: Group Annuity Contract Number:

Provisions I-VIII, inclusive Investment Options:
Schedules A-D, inclusive Fixed Rate Investment Account:
The Prudential General Account
Initial Interest Rate: X.XX%
Variable Separate Accounts:
VCA-10 - Growth Stock
VCA-11 - Money Market
VCA-24 - Prudential Series Fund
Portfolios
- --------------------------------------------------------------------------------

ABC COMPANY THE PRUDENTIAL INSURANCE COMPANY
Any Town, Any State OF AMERICA

By:
----------------------- ------------------------------
Title: Chairman of the Board and
Chief Executive Officer

Date:
----------------------- ------------------------------
Secretary

Attest
---------------------------

Date:
-------------------

<PAGE>

TABLE OF CONTENTS

Serial Page

PROVISIONS

II. INVESTMENT OPTIONS
2.1 Fixed Rate Investment Option . . . . . . . . 200
2.2 Variable Separate Accounts . . . . . . . . . 210
2.3 Unit Values. . . . . . . . . . . . . . . . . 220

VI. DISCONTINUANCE OF CONTRACT
6.1 Discontinuance of the Contract
by the Contract-Holder . . . . . . . . . . . 600
6.2 Discontinuance of the Contract by
Prudential . . . . . . . . . . . . . . . . . 600
6.3 Discontinuance Terms . . . . . . . . . . . . 610

TC-100

<PAGE>

TABLE OF CONTENTS
(Continued)

Serial Page

PROVISIONS

VIII. GENERAL TERMS
8.1 Contract-Holder. . . . . . . . . . . . . . . 800
8.2 Communications . . . . . . . . . . . . . . . 800
8.3 Employer . . . . . . . . . . . . . . . . . . 800
8.4 Place of Payment - Currency. . . . . . . . . 800
8.5 The Non-Qualified Deferred Compensation
Plan . . . . . . . . . . . . . . . . . . . . 810
8.6 Information - Records. . . . . . . . . . . . 810
8.7 Misstatements. . . . . . . . . . . . . . . . 810
8.8 Beneficiary. . . . . . . . . . . . . . . . . 810
8.9 Divisible Surplus. . . . . . . . . . . . . . 820
8.10 Limit on Assignment. . . . . . . . . . . . . 820
8.11 Certificates . . . . . . . . . . . . . . . . 820
8.12 Entire Contract - Construction . . . . . . . 820
8.13 Governing Law. . . . . . . . . . . . . . . . 820
8.14 Plan Changes . . . . . . . . . . . . . . . . 820

SCHEDULES

TC-110

<PAGE>

Provision I. CONTRIBUTIONS - PARTICIPANT'S ACCOUNTS - CHARGES - REPORTS:

1.1 CONTRIBUTIONS:

A Participant is a person whom the Contract-Holder has indicated is a
participant under the Non-Qualified Deferred Compensation Plan.

(To save words, male pronouns are used in this contract to refer to both
men and women.)

1.2 PARTICIPANT'S ACCOUNT:

A Participant's Account is subject to charges described in section 1.3 of
this Contract.

1.3 CHARGES:

On the last Business Day (defined below) of each calendar year, an amount
will be withdrawn from each Participant's Account equal to the Annual
Account Charge. Also, on any other day on which a Participant's Account
is cancelled, an amount will be withdrawn from the Participant's Account
equal to the Annual Account Charge. However, no Charge will be withdrawn
if the Participant's Account is being cancelled on a January 1 to
purchase an annuity for the Participant under this contract.

The Annual Account Charge will not exceed $20.

If the Contract-Holder pays the Annual Account Charge, no Annual Account
Charge will be withdrawn from any Account.

In addition to the Annual Account Charge, a charge against the
Participant's Account may be made when a Participant makes a withdrawal
from the Participant's Account (see section 3.1).

The Annual Account Charge and withdrawal charges may be changed as
provided in section 5.1.

"Business Day" means any day the New York Stock Exchange is open for
trading.

1.4 REPORTS:

Serial 100
1.1-1.4

<PAGE>

1/94
Provision II. INVESTMENT OPTIONS:

2.1 FIXED RATE INVESTMENT OPTION:

Each interest rate set pursuant to the above paragraphs for the years
shown below will not be less than the following:

Calendar Year Rate
------------- ----
<S> <C>
1995 - 2003 3.5%
2004 and each later year 3.0%

</TABLE>

Prudential will notify the Contract-Holder of each interest rate it sets.
Each rate is an effective annual rate.

Calendar quarters begin on January 1, April 1, July 1, and October 1.

This section may be changed as provided in section 5.1.

Serial 200
2.1

<PAGE>

2.2 VARIABLE SEPARATE ACCOUNTS:

The operations of VCA-10 and VCA-11 are supervised by the Prudential
VCA-10 and VCA-11 Committees, respectively (the "Committees"). Committee
members are elected by the persons having VCA-10 and VCA-11 voting
rights, including the Contract-Holder under this Contract, as described
in the Prospectus.

a. VCA-24-B: Bond Subaccount invested in the Bond
Portfolio of PSF;

b. VCA-24-S: Common Stock Subaccount invested in the
Common Stock Portfolio of PSF;

c. VCA-24-AM: Aggressively Managed Flexible Subaccount
invested in the Aggressively Managed
Flexible Portfolio of PSF;

d. VCA-24-CM: Conservatively Managed Flexible
Subaccount invested in the
Conservatively Managed Flexible
Portfolio of PSF;

e. VCA-24-SI: Stock Index Subaccount invested in the
Stock Index Portfolio of PSF;

f. VCA-24-GE: Global Equity Subaccount invested in the
Global Equity Portfolio of PSF;

g. VCA-24-GS: Government Securities Subaccount
invested in the Government Securities
Portfolio of PSF.

Serial 210
2.2

<PAGE>

Prudential invests and reinvests the assets held in each Subaccount in
accordance with the investment objectives and policies established for it
and described in the Prospectus.

2.3 UNIT VALUES:

VCA-10 AND VCA-11 UNIT VALUES

To determine the VCA-10 (or VCA-11) Unit Change Factor for any Business
Day, Prudential will:

The result found in (c) is the VCA-10 (or VCA-11) Unit Change Factor for
that Business Day.

The investment management fee specified in item (b) above may be changed
from time to time pursuant to a change in the investment advisory
agreement between Prudential and the VCA-10 (or VCA-11) Account. The
Contract-Holder is entitled to vote in connection with such investment
advisory agreements to the extent provided in the Prospectus.

Any change in the investment management fees and administrative fees will
be shown in the Prospectus.

The effective annual rate of the administrative fee may be changed on and
after the fifth anniversary of the Effective Date.

Serial 220
2.2-2.3

<PAGE>

THE VCA-24 UNIT VALUES:

Participation in one or more subaccounts of VCA-24 will be represented by
units of each such subaccount.

The following applies to each VCA-24 subaccount.

The Unit Change Factor for a subaccount of VCA-24 for any Business Day is
(i) divided by (ii); less (iii) where:

(i) is the value of the assets of the subaccount as of the end of the
Business Day, but before taking into account any contributions,
withdrawals or transfers made on such Day, and

(ii) is the value of the assets of the subaccount as of the end of the
preceding Business Day, and

(iii) is the daily equivalent of 0.75% (the administrative fee).

(a) is the rate of the investment management fee applicable to the
Portfolio and

(b) is the average daily assets of the Portfolio.

The rate of the investment management fee currently applicable to each
portfolio is shown in the Prospectus. The investment management fee for
a portfolio may be changed from time to time pursuant to a change in the
investment advisory agreement for that portfolio. The Contract-Holder is
entitled to vote in connection with such investment advisory agreements
to the extent provided in the Prospectus.

Any change in the investment management fees and administrative fees will
be shown in the Prospectus.

This section may be changed as provided in section 5.1.

Serial 230
2.3

<PAGE>

Provision III. WITHDRAWALS AND TRANSFERS - DEATH PAYMENTS:

3.1 WITHDRAWALS:

TABLE OF DEFERRED SALES CHARGES

Withdrawals made in the years
indicated, counting from the
day the Participant's Account Withdrawal charge per $1.00
was established under this contract being withdrawn*
----------------------------------- ---------------------------
<S> <C>
0 - 2 years 6%
3 - 5 years 5%
6 - 10 years 3%
11 - 15 years 2%
After 15 years 0%

</TABLE>

*No charge is made after the amount withdrawn equals the contributions
made to the Participant's Account.

Withdrawals will be made on a pro-rata basis from all portions of the
Fixed Rate Investment Option for the Participant's Account.

This section may be changed as provided in section 5.1.

Serial 300
3.1

<PAGE>

3.2 DEATH PAYMENTS:

(a) a copy of the death certificate;

(b) a statement by the attending physician;

To the extent permitted by the Non-Qualified Deferred Compensation Plan,
payments to a Beneficiary may be made in any of the following forms:

(a) a lump sum;

(b) an annuity form described in section 4.4, other than one which
provides for payment after the death of the Annuitant to a
Contingent Annuitant;

(d) a combination of all or any two of (a), (b) and (c) above.

Any form of distribution paid pursuant to this section 3.2 must meet the
requirements of Code Section 72(s) and the Regulations issued thereunder.

Serial 310
3.2

<PAGE>

Section 72(s) LIMITATIONS PROVISION

DISTRIBUTION REQUIREMENTS:

(b) If the Participant dies before the annuity starting date, all
amounts payable under the contract must be distributed within the
five years after the owner's death.

Distributions need not be made in the manner described under the
"Distribution Requirements" section above where any of the following
situations apply:

2. If the beneficiary is the Participant's spouse, then the required
distributions described here do not apply until the spouse's
death.

As of the first day no amounts remain in any of the Participant's
Account(s) hereunder, the Participant's Account is cancelled.

Serial 320
3.2-3.3

<PAGE>

The withdrawal charges set forth in Section 3.1 do not apply to amounts
withdrawn to pay death benefits.

3.3 TRANSFERS AMONG INVESTMENT OPTIONS:

PARTIAL TRANSFER: No more than 20% of the dollar amount of the Fixed
Rate Investment Option for a Participant's Account at the beginning of
the calendar year may be transferred in that year.

Percent of Participant's
Installment Account on Transfer Day
----------- ------------------------
<S> <C>
second 25%
third 33 1/3%
fourth 50%
fifth 100%

</TABLE>

The withdrawal charges set forth in Section 3.1 do not apply to amounts
transferred to other investment options under this contract. Transfers
are deemed to be made first from the contributions paid to the
Participant's Account. Investment income is transferred when there are
no longer any contributions in the Participant's Account. Transfers will
be made on a pro-rata basis from all portions of a Participant's Fixed
Rate Investment Option.

Prudential may, upon notice to the Contract-Holder, limit the frequency
of transfers. This action will take effect on the date of the notice.

This section may be changed as provided in section 5.1.

3.4 TRANSFERS TO ANOTHER FUNDING AGENT:

Serial 330
3.3-3.4

<PAGE>

Transfers from a Variable Account Option will be made within seven days
after Prudential's receipt of a duly completed transfer request.

Transfers from the Fixed Rate Investment Option will be made as follows:

The transfer will be made on one of the following bases, as elected by
the Contract-Holder at least thirty days before the Transfer Date.

Each transfer will be in full settlement of Prudential's liability for
the amount withdrawn to provide the transfer. Any transfer payment will
be made within fifteen days of the date of withdrawal.

Any amounts which would be added to the Contract-Holder's Accounts after
the Transfer Date will instead be paid to the named funding agent.

Serial 340
3.4

<PAGE>

This section may be changed as provided in section 5.1.

Serial 350
3.4

<PAGE>

Provision IV. DISTRIBUTIONS:

4.1 DISTRIBUTIONS:

Anything in the contract to the contrary notwithstanding, any payments
made in accordance with this section 4.1 must meet the requirements of
Code Section 72(s). See section 3.2 above.

(a) a lump sum;

(b) an annuity form described in section 4.4;

(d) a combination of all or any two of (a), (b) and (c) above.

Any portion of a Participant's Account which is paid as a lump sum will
be subject to the provisions of section 3.1 relating to withdrawal
charges.

4.2 SYSTEMATIC WITHDRAWAL PLAN:

Under a systematic withdrawal plan the Contract-Holder may arrange for
systematic withdrawals on behalf of the Participant only if, at the time
such an arrangement is elected, the sum of the balance in the
Participant's Account is at least $10,000. The Contract-Holder may elect
to make systematic withdrawals on behalf of the Participant in equal
dollar amounts (in which case each withdrawal must be at least $500) or
over a specified period of time (at least three years). Where the
Contract-Holder elects to make systematic withdrawals on behalf of the
Participant over a specified period of time, the amount of each
withdrawal will be equal to the sum of the balances then in the
Participant's Account divided by the number of systematic withdrawals
remaining to be made during the withdrawal period.

Serial 400
4.1-4.2

<PAGE>

4.3 SMALL ANNUITIES AND ACCOUNTS:

4.4 TERMS OF PAYMENT OF ANNUITIES:

Serial 410
4.2-4.4

<PAGE>

(a) LIFE FORM OF ANNUITY:

1. Life - Payment Certain

The first monthly payment of a Life - Payment Certain annuity is
payable on the date the annuity is purchased. Monthly payments
are payable on the first day of each month thereafter throughout
the Annuitant's remaining lifetime. If the Annuitant dies before
the number of annuity payments made equals the number of Payments
Certain applicable to him, monthly annuity payments payable to his
Contingent Annuitant or Beneficiary will be continued until the
total number of payments is so equal. These continued annuity
payments will each be in the same amount as was payable to the
Annuitant. The number of Payments Certain is established when the
annuity is purchased and may be 60, 120, 180, 240 or any other
number accepted by Prudential. Even if the number of payments
certain purchased by the Annuitant are made prior to the
Annuitant's death monthly payments will continue throughout the
Annuitant's remaining lifetime.

2. Life - Contingent

(b) PAYMENT CERTAIN ANNUITY:

Other forms of annuity payments may be provided with the consent of
Prudential.

4.5 PAYEES:

Each annuity payment will be made to the Annuitant, Contingent Annuitant
or Beneficiary entitled to receive it.

Serial 420
4.4-4.5

<PAGE>

1/94
Provision V. CHANGES:

5.1 CHANGES BY PRUDENTIAL:

Prudential may make changes in this contract without the
Contract-Holder's consent as follows:

(a) The Annual Account Charge and the table of withdrawal charges may
be changed periodically on and after the second anniversary of the
Effective Date.

(d) The market value adjustment formula may be changed by Prudential
upon 31 days advance written notice to the Contract-Holder.

Any change in accordance with this section will be made by giving notice
to the Contract-Holder at least 90 days before the date on which the
change is to take effect.

Any change made in accordance with this section 5.1 will be consistent
with applicable law.

5.2 CHANGES BY AGREEMENT:

This contract may also be changed in any respect at any time or times by
agreement between the Contract-Holder and Prudential.

5.3 CHANGES TO CONFORM TO LAW:

Prudential may change this contact in any manner it deems appropriate or
necessary to satisfy the requirements of any law or regulation applicable
to it without the Contract-Holder's consent.

5.4 PERSON EMPOWERED TO ACT FOR PRUDENTIAL:

No agent or other person except one of the following officers of
Prudential may change this contract or bind Prudential.

Chairman of the Board and Chief Executive Officer Associate Actuary
President Secretary
Vice President Assistant Secretary
Actuary

Serial 500
5.1-5.4

<PAGE>

Provision VI. DISCONTINUANCE OF CONTRACT:

6.1 DISCONTINUANCE OF THE CONTRACT BY THE CONTRACT-HOLDER:

The Contract-Holder may discontinue this contract by giving Prudential 30
days notice in writing.

6.2 DISCONTINUANCE OF THE CONTRACT BY PRUDENTIAL:

Prudential may discontinue this contract by giving the Contract-Holder 90
days notice in writing.

Prudential may discontinue this contract after a reason for
discontinuance occurs by giving the Contract-Holder 45 days notice.
Reasons for discontinuance by Prudential are:

(a) The Contract-Holder fails to meet any of its obligation under this
contract or under any related agreement.

(b) All amounts under this contract are withdrawn.

(d) As of the effective date of any change to the Non-Qualified
Deferred Compensation Plan to which Prudential is unwilling or
unable to consent (see section 8.14).

(e) Any action taken by the Contract-Holder which:

(i) creates a "competing" investment option (one which provides
a direct or indirect guarantee of investment performance);

(ii) significantly liberalizes, as determined by Prudential, the
Plan withdrawal or transfer rights of its Participants; or

(iii) materially affects Prudential's rights and obligations
under this contract.

(f) The Contract-Holder rejects an amendment to this contract proposed
by Prudential under section 5.2.

(g) Prudential elects to discontinue accepting deposits for this
contract or contracts of this class.

Serial 600
6.1-6.2

<PAGE>

6.3 DISCONTINUANCE TERMS:

Upon discontinuance, the Contract-Holder will direct Prudential to pay:

(a) The value of the Variable Separate Accounts in a lump sum; and

(b) The balance of the Fixed Rate Investment Option subject to the
terms described in section 3.4.

Payments or transfers upon discontinuance are subject to any limitations
or restrictions that appear elsewhere in this contract.

Serial 610
6.3

<PAGE>

Provision VII. CREDITS:

7.1 CANCELLING A PART OF A PARTICIPANT'S ACCOUNT:

7.2 CANCELLING AN ANNUITY:

7.3 CREDITS:

Each credit will be added to the Contract-Holder's Account ( as described
in section 7.4) on the day it arises, unless the Participant's Account is
being reinstated as described in section 7.5.

This section may be changed as provided in section 5.1.

7.4 CONTRACT-HOLDER'S ACCOUNT:

Serial 700
7.1-7.4

<PAGE>

This section may be changed as provided in section 5.1.

7.5 REINSTATEMENT OF A PARTICIPANT'S ACCOUNT:

Serial 710
7.4-7.5

<PAGE>

Provision VIII. GENERAL TERMS:

8.1 CONTRACT-HOLDER:

8.2 COMMUNICATIONS:

8.3 EMPLOYER:

The Participant's Employer sponsors the Non-Qualified Deferred
Compensation Plan in connection with which this group annuity contract is
issued.

8.4 PLACE OF PAYMENT - CURRENCY:

Serial 800
8.1-8.4

<PAGE>

8.5 THE NON-QUALIFIED DEFERRED COMPENSATION PLAN:

The Contract-Holder holds this group annuity contract in connection with
the Employer's Non-Qualified Deferred Compensation Plan.

8.6 INFORMATION - RECORDS:

8.7 MISSTATEMENTS:

If any relevant fact relating to any person is found to have been
misstated, the following will apply:

Any adjustment by Prudential of the amount or terms of payment
made in accordance with this section will be conclusive upon any
other person affected by it.

8.8 BENEFICIARY:

Serial 810
8.5-8.8

<PAGE>

8.9 DIVISIBLE SURPLUS:

No annuity under this contract will be taken into account in the
determination of any divisible surplus to be credited to this contract.

8.10 LIMIT ON ASSIGNMENT:

8.11 CERTIFICATES:

8.12 ENTIRE CONTRACT - CONSTRUCTION:

This document constitutes the entire contract.

8.13 GOVERNING LAW:

This contract will be construed according to the laws of the jurisdiction
set forth on the first page.

8.14 PLAN CHANGES:

Serial 820
8.8-8.14

<PAGE>

SCHEDULE A

FORMS OF ANNUITY WHICH MAY BE PURCHASED

Form of Payment Payable Applicable Schedule
----------------------- -------------------

1. Life - Payment Certain Annuity. 1. Use Schedule B for allocation.
2. Life - Contingent Annuity. 2. Use Schedule C for allocation.
3. Payment Certain Annuity. 3. Use Schedule D for allocation.

Serial A-100
Schedule A

<PAGE>

1/94
SCHEDULES

Monthly amount of annuity purchased per $10,000 of a Participant's Account,
after deduction from it of any taxes on annuity considerations that apply.

SCHEDULE B - Life Payment Certain Annuity (120 Payments Certain)

</TABLE>

SCHEDULE C - Life-Contingent Annuity

If specified percentage to Contingent Annuitant is 50%:
<S> <C> <C> <C> <C>
60 $38.07 $37.89 $37.24 $36.63
65 42.73 42.50 41.64 40.81
70 49.08 48.78 47.58 46.45

</TABLE>

SCHEDULE D - Payment Certain Annuity

* * * *

</TABLE>

The rates in these Schedules are to be used without adjustment only when the
facts that apply to the Participant and his annuity are as shown. Rates for
other facts will be furnished upon request.

Serial S-100
Schedules B-D

<PAGE>
INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Post-Effective Amendment No. 27 to
Registration Statement No. 2-76580 on Form N-3 of The Prudential Variable
Contract Account - 10 of The Prudential Insurance Company of America (1) of our
reports dated February 15, 1996, relating to the financial statements of The
Prudential Variable Contract Account - 10, The Prudential Variable Contract
Account - 11 and The Prudential Variable Contract Account - 24, and (2) of our
report dated March 1, 1996, relating to the consolidated financial statements of
The Prudential Insurance Company of America and subsidiaries appearing in the
Statement of Additional Information, which is part of such Registration
Statement and to the reference to us under the heading "Experts" also appearing
in the Statement of Additional Information.

/s/ Deloitte & Touche LLP

Parsippany, New Jersey
April 25, 1996

C - 60

<PAGE>

MEDLEY
VCA-10 CAPITAL GROWTH
92F

1 MONTH 3 MONTHS YTD 1 YEAR 3 YEARS 5 YEARS 10 YEARS
3/31/96 2/29/96 12/31/95 12/31/95 3/31/95 3/31/93 3/31/91 3/31/86
------- ------- -------- -------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>

DEFFERRED SALES CHARGE 7.00% 7.00% 7.00% 7.00% 6.00% 6.00% 4.00%
Unit Value 4.61724721 4.48514669 4.24314453 4.24314453 3.57699759 3.00361682 2.22107507 1.60950178
Units 222.958148 235.674272 235.674272 279.564069 332.931948 450.232418 621.310279
Initial Investments $ 1,000 $ 1,000 $ 1,000 $ 1,000 $ 1,000 $ 1,000 $ 1,000

CUMULATIVE ASSETS $ 1,029.45 $ 1,068.17 $ 1,088.17 $ 1,290.82 $ 1,537.23 $ 2,078.83 $ 2,868.74

WITHOUT DSC:
Annualized Return 29.08% 15.41% 15.76% 11.11%
Cumulative Return 2.95% 8.82% 8.82% 29.08% 53.72% 107.88% 186.87%

ACCOUNT CHARGE 0.88
WITH DSC:
Annualized Return 21.99% 13.81% 15.02% 10.91%
Cumulative Return -4.14% 1.73% 1.73% 21.99% 47.46% 101.44% 181.99%

</TABLE>