PRUDENTIAL SERIES FUND INC, 497, 2000-10-31

PRUDENTIAL SERIES FUND INC
497, 2000-10-31

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TABLE OF CONTENTS

1 RISK/RETURN SUMMARY

1 Investment Objectives and Principal Strategies
4 Principal Risks
7 Evaluating Performance

8 HOW THE PORTFOLIOS INVEST

8 INVESTMENT OBJECTIVES AND POLICIES

8 Prudential Jennison Portfolio
9 SP Alliance Large Cap Growth Portfolio
10 SP Asset Allocation Portfolio
11 SP Aggressive Growth Asset Allocation Portfolio
11 SP Davis Value Portfolio
12 SP Deutsche International Equity Portfolio
15 SP Jennison International Growth Portfolio
17 SP Prudential U.S. Emerging Growth Portfolio
19 SP Small/Mid Cap Value Portfolio
20 SP Strategic Partners Focused Growth Portfolio

23 OTHER INVESTMENTS AND STRATEGIES

23 ADRs
23 Convertible Debt and Convertible Preferred Stock
23 Derivatives
23 Dollar Rolls
24 Forward Foreign Currency Exchange Contracts
24 Futures
24 Interest Rate Swaps
24 Joint Repurchase Account
24 Loan Participations
24 Mortgage-related Securities
25 Options
25 Real Estate Investment Trusts
25 Repurchase Agreements
25 Reverse Repurchase Agreements
25 Short Sales
25 Short Sales Against-the-Box
25 When-issued and Delayed Delivery Securities

26 HOW THE FUND IS MANAGED

26 Board of Directors
26 Investment Manager
26 Investment Sub-Advisers
27 Portfolio Managers

31 HOW TO BUY AND SELL SHARES OF THE FUND

31 Net Asset Value
32 Distributor

33 OTHER INFORMATION

33 Federal Income Taxes
33 European Monetary Union
33 Monitoring for Possible Conflicts

(For more information--see back cover)

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RISK/RETURN SUMMARY

This prospectus provides information about THE PRUDENTIAL SERIES FUND, INC. (the
Fund), which consists of thirty-seven separate portfolios (each, a Portfolio).
Only the SP Aggressive Growth Asset Allocation Portfolio, and the SP Strategic
Partners Focused Growth Portfolio are offered through this Prospectus.

The Fund offers two classes of shares in each Portfolio: Class I and Class II.
Class I shares are sold only to separate accounts of The Prudential Insurance
Company of America (Prudential) and affiliates as investment options under
variable life insurance and variable annuity contracts (the Contracts). (A
separate account keeps the assets supporting certain insurance contracts
separate from the general assets and liabilities of the insurance company.)
Class II shares are offered only to separate accounts of non-Prudential
insurance companies for the same types of Contracts. Class II shares of each
Portfolio discussed in this prospectus are available under the Valuemark
variable annuity.

This section highlights key information about each Portfolio available under the
Valuemark variable annuity. Additional information follows this summary and is
also provided in the Fund's Statement of Additional Information (SAI). Any
percentage limitations on Portfolio investments are generally applied at the
time of purchase.

INVESTMENT OBJECTIVES AND PRINCIPAL STRATEGIES

The following summarizes the investment objectives, principal strategies and
principal risks for both Portfolios. We describe the terms "company risk,"
"credit risk," "derivatives risk," "foreign investment risk," "interest rate
risk," "leveraging risk," "liquidity risk," "management risk," and "market
risk," in the section on Principal Risks, on page 4. While we make every effort
to achieve the investment objective for each Portfolio, we can't guarantee
success.

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SP AGGRESSIVE GROWTH ASSET ALLOCATION PORTFOLIO
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The SP Aggressive Growth Asset Allocation Portfolio seeks capital appreciation
by investing in large cap equity Portfolios, international Portfolios, and
small/mid cap equity Portfolios. Pertinent risks are those associated with each
Portfolio in which this Portfolio invests. Loss of money is a risk of investing
in this Portfolio.

The SP Aggressive Growth Asset Allocation Portfolio is composed of shares of the
following Fund Portfolios:

o a large capitalization equity component (approximately 40% of the
Portfolio, invested in shares of the SP Davis Value Portfolio (20% of
Portfolio), the SP Alliance Large Cap Growth Portfolio (10% of
Portfolio), and the Prudential Jennison Portfolio (10% of Portfolio));
and

o an international component (approximately 35% of the Portfolio,
invested in shares of the SP Jennison International Growth Portfolio
(17.5% of Portfolio) and the SP Deutsche International Equity
Portfolio (17.5% of Portfolio)); and

o a small/mid capitalization equity component (approximately 25% of the
Portfolio, invested in shares of the SP Small/Mid Cap Value Portfolio
(12.5% of Portfolio) and the SP Prudential U.S. Emerging Growth
Portfolio (12.5% of Portfolio)).

For more information on the following Portfolios, see the pages indicated: SP
Davis Value Portfolio (p.11), SP Alliance Large Cap Growth Portfolio (p. 9),
Prudential Jennison Portfolio (p. 8), SP Jennison International Growth Portfolio
(p.15), SP Deutsche International Equity Portfolio (p.12), SP Small/Mid Cap
Value Portfolio (p.19), SP Prudential U.S. Emerging Growth Portfolio (p.17).

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PRUDENTIAL JENNISON PORTFOLIO

The Portfolio's investment objective is TO ACHIEVE LONG-TERM GROWTH OF CAPITAL.
To achieve this objective, the Portfolio invests primarily in equity securities
of major, established corporations that it believes offer above-average growth
prospects. In addition, the Portfolio may invest up to 30% of its total assets
in foreign securities. While the Portfolio makes every effort to achieve its
objective, it can't guarantee success. Loss of money is a risk of investing in
this Portfolio.

PRINCIPAL RISKS:
O COMPANY RISK
O CREDIT RISK
O DERIVATIVES RISK
O FOREIGN INVESTMENT RISK
O INTEREST RATE RISK
O LEVERAGING RISK
O LIQUIDITY RISK
O MANAGEMENT RISK
O MARKET RISK

SP ALLIANCE LARGE CAP GROWTH PORTFOLIO

The Portfolio's investment objective is GROWTH OF CAPITAL BY PURSUING AGGRESSIVE
INVESTMENT POLICIES. The Portfolio invests primarily in equity securities of
U.S. companies. Unlike most equity funds, the Portfolio focuses on a relatively
small number of intensively researched companies. Alliance Capital Management
L.P. selects the Portfolio's investments from a research universe of more than
600 companies that have strong management, superior industry positions,
excellent balance sheets, and superior earnings growth prospects. "Alliance",
"Alliance Capital" and their logos are registered marks of Alliance Capital
Management L.P. ("Alliance"). Loss of money is a risk of investing in this
Portfolio.

PRINCIPAL RISKS:
O COMPANY RISK
O DERIVATIVES RISK
O FOREIGN INVESTMENT RISK
O LEVERAGING RISK
O LIQUIDITY RISK
O MANAGEMENT RISK
O MARKET RISK

SP DAVIS VALUE PORTFOLIO

SP Davis Value Portfolio's investment objective is GROWTH OF CAPITAL. The
Portfolio invests primarily in common stock of U.S. companies with market
capitalizations of at least $5 billion.

The portfolio managers use the investment philosophy of Davis Selected Advisors,
LP to select common stocks of quality, overlooked growth companies at value
prices and to hold them for the long-term. They look for companies with
sustainable growth rates selling at modest price-earnings multiples that they
hope will expand as other investors recognize the company's true worth. The
portfolio managers believe that if you combine a sustainable growth rate with a
gradually expanding multiple, these rates compound and can generate returns that
could exceed average returns earned by investing in large capitalization
domestic stocks. They consider selling a company if the company no longer
exhibits the characteristics that they believe foster sustainable long-term
growth, minimize risk and enhance the potential for superior long-term returns.
Loss of money is a risk of investing in this Portfolio.

PRINCIPAL RISKS:
O COMPANY RISK
O DERIVATIVES RISK
O LEVERAGING RISK
O LIQUIDITY RISK
O MANAGEMENT RISK
O MARKET RISK

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SP DEUTSCHE INTERNATIONAL EQUITY PORTFOLIO

The Portfolio's investment objective is to INVEST FOR LONG-TERM CAPITAL
APPRECIATION. The Portfolio invests primarily in the stocks and other equity
securities of companies in developed countries outside the United States. The
Portfolio seeks to achieve its goal by investing primarily in companies in
developed foreign countries. The companies are selected by an extensive tracking
system plus the input of experts from various financial disciplines. Loss of
money is a risk of investing in this Portfolio. This Portfolio is advised by
Bankers Trust Company.

PRINCIPAL RISKS:
O COMPANY RISK
O DERIVATIVES RISK
O FOREIGN INVESTMENT RISK
O LEVERAGING RISK
O LIQUIDITY RISK
O MANAGEMENT RISK
O MARKET RISK

SP JENNISON INTERNATIONAL GROWTH PORTFOLIO

The Portfolio's investment objective is LONG-TERM GROWTH OF CAPITAL. The
Portfolio seeks to achieve this objective by investing in equity-related
securities of foreign issuers. This means the Portfolio looks for investments
that Jennison thinks will increase in value over a period of years. To achieve
its objective, the Portfolio invests primarily in the common stock of large and
medium-sized foreign companies. Under normal circumstances, the Portfolio
invests at least 65% of its total assets in common stock of foreign companies
operating or based in at least five different countries. The Portfolio looks
primarily for stocks of companies whose earnings are growing at a faster rate
than other companies. These companies typically have characteristics such as
above average growth in earnings and cash flow, improving profitability, strong
balance sheets, management strength and strong market share for its products.
The Portfolio also tries to buy such stocks at attractive prices in relation to
their growth prospects. Loss of money is a risk of investing in this Portfolio.
This Portfolio is advised by Jennison Associates LLC.

PRINCIPAL RISKS:
O COMPANY RISK
O CREDIT RISK
O DERIVATIVES RISK
O FOREIGN INVESTMENT RISK
O INTEREST RATE RISK
O MARKET RISK

SP PRUDENTIAL U.S. EMERGING GROWTH PORTFOLIO

The Portfolio's investment objective is LONG-TERM CAPITAL APPRECIATION, which
means that the Portfolio seeks investments whose price will increase over
several years. The Portfolio normally invests at least 65% of its total assets
in equity securities of small and medium-sized U.S. companies with the potential
for above-average growth. The Portfolio also may use derivatives for hedging or
to improve the Portfolio's returns. While the Portfolio makes every effort to
achieve its objective, it can't guarantee success. The Portfolio may actively
and frequently trade its portfolio securities. High portfolio turnover results
in higher transaction costs and can affect the Portfolio's performance. Loss of
money is a risk of investing in this Portfolio. This Portfolio is advised by
Jennison Associates LLC.

PRINCIPAL RISKS:
O COMPANY RISK
O CREDIT RISK
O DERIVATIVES RISK
O FOREIGN INVESTMENT RISK
O INTEREST RATE RISK
O LEVERAGING RISK
O LIQUIDITY RISK
O MANAGEMENT RISK
O MARKET RISK

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SP SMALL/MID CAP VALUE PORTFOLIO

The Portfolio's investment objective is LONG-TERM GROWTH OF CAPITAL. The
Portfolio's investment strategy includes normally investing at least 65% of
total assets in common stocks of companies with small to medium market
capitalizations (those with market capitalizations similar to companies in the
Russell 2000 or the Russell Midcap at the time of investment). The Portfolio
focuses on investing in securities of companies that Fidelity Management &
Research Company believes are undervalued in the marketplace in relation to
factors such as assets, earnings or growth potential (stocks of these companies
are often called "value" stocks). The Portfolio invests in domestic and foreign
issuers. The Portfolio uses both fundamental analysis of each issuer's financial
condition, its industry position and market and economic conditions, and
statistical models to evaluate an issuer's growth potential, valuation,
liquidity and investment risk, to select investments. An investment in the
Portfolio, like any Portfolio, is not a deposit of a bank and is not insured by
the Federal Deposit Insurance Corporation or any other government agency. Loss
of money is a risk of investing in this Portfolio.

PRINCIPAL RISKS:
O COMPANY RISK
O DERIVATIVES RISK
O FOREIGN INVESTMENT RISK
O LEVERAGING RISK
O LIQUIDITY RISK
O MANAGEMENT RISK
O MARKET RISK
O SMALL CAP INVESTING
O "VALUE" INVESTING

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SP STRATEGIC PARTNERS FOCUSED GROWTH PORTFOLIO
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The Portfolio's investment objective is LONG-TERM GROWTH OF CAPITAL. This means
the Portfolio seeks investments whose price will increase over several years.
The Portfolio normally invests at least 65% of its total assets in
equity-related securities of U.S. companies that the adviser believes to have
strong capital appreciation potential. The Portfolio's strategy is to combine
the efforts of two investment advisers and to invest in the favorite stock
selection ideas of three portfolio managers (two of whom invest as a team). Each
investment adviser to the Portfolio utilizes a growth style to select
approximately 20 securities. The portfolio managers build a portfolio with
stocks in which they have the highest confidence and may invest more than 5% of
the Portfolio's assets in any one issuer. The Portfolio is nondiversified,
meaning it can invest more than 5% of its assets in the securities of any one
issuer. Investing in a nondiversified portfolio, particularly a portfolio
investing in approximately 40 equity-related securities, involves greater risk
than investing in a diversified portfolio because a loss resulting from the
decline in the value of one security may represent a greater portion of the
total assets of a nondiversified portfolio. The Portfolio may actively and
frequently trade its portfolio securities. High portfolio turnover results in
higher transaction costs and can affect the Portfolio's performance. Loss of
money is a risk of investing in this Portfolio. This Portfolio is advised by
Jennison Associates LLC and Alliance Capital Management, L.P.

PRINCIPAL RISKS:
O COMPANY RISK
O DERIVATIVES RISK
O FOREIGN INVESTMENT RISK
O LEVERAGING RISK
O LIQUIDITY RISK
O MANAGEMENT RISK
O MARKET RISK

PRINCIPAL RISKS

Although we try to invest wisely, all investments involve risk. Like any mutual
fund, an investment in a Portfolio could lose value, and you could lose money.
The following summarizes the principal risks of investing in the Portfolios.

COMPANY RISK. The price of the stock or debt security of a particular
company can vary based on a variety of factors, such as the company's financial
performance, changes in management and product trends, and the

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potential for takeover and acquisition. This is especially true with respect to
equity securities of smaller companies, whose prices may go up and down more
than equity securities of larger, more established companies. Also, since equity
securities of smaller companies may not be traded as often as equity securities
of larger, more established companies, it may be difficult or impossible for a
Portfolio to sell securities at a desirable price. Foreign securities have
additional risks, including exchange rate changes, political and economic
upheaval, the relative lack of information about these companies, relatively low
market liquidity and the potential lack of strict financial and accounting
controls and standards.

CREDIT RISK. Debt obligations are generally subject to the risk that the
issuer may be unable to make principal and interest payments when they are due.
There is also the risk that the securities could lose value because of a loss of
confidence in the ability of the borrower to pay back debt. Non-investment grade
debt - also known as "high-yield bonds" and "junk bonds" - have a higher risk of
default and tend to be less liquid than higher-rated securities.

DERIVATIVES RISK. Derivatives are financial contracts whose value depends
on, or is derived from, the value of an underlying asset, interest rate or
index. The Portfolios typically use derivatives as a substitute for taking a
position in the underlying asset and/or as part of a strategy designed to reduce
exposure to other risks, such as interest rate or currency risk. A Portfolio may
also use derivatives for leverage, in which case their use would involve
leveraging risk. A Portfolio's use of derivative instruments involves risks
different from, or possibly greater than, the risks associated with investing
directly in securities and other traditional investments. Derivatives are
subject to a number of risks described elsewhere, such as liquidity risk,
interest rate risk, market risk, credit risk and management risk. They also
involve the risk of mispricing or improper valuation and the risk that changes
in the value of the derivative may not correlate perfectly with the underlying
asset, rate or index. A Portfolio investing in a derivative instrument could
lose more than the principal amount invested. Also, suitable derivative
transactions may not be available in all circumstances.

FOREIGN INVESTMENT RISK. Investing in foreign securities generally involves
more risk than investing in securities of U.S. issuers. Foreign investment risk
is comprised of the specific risks described below.

CURRENCY RISK. Changes in currency exchange rates may affect the value of
foreign securities held by a Portfolio and the amount of income available
for distribution. If a foreign currency grows weaker relative to the U.S.
dollar, the value of securities denominated in that foreign currency
generally decreases in terms of U.S. dollars. If a Portfolio does not
correctly anticipate changes in exchange rates, its share price could
decline as a result. In addition, certain hedging activities may cause the
Portfolio to lose money and could reduce the amount of income available for
distribution.

EMERGING MARKET RISK. To the extent that a Portfolio invests in emerging
markets to enhance overall returns, it may face higher political,
information, and stock market risks. In addition, profound social changes
and business practices that depart from norms in developed countries'
economies have sometimes hindered the orderly growth of emerging economies
and their stock markets in the past. High levels of debt may make emerging
economies heavily reliant on foreign capital and vulnerable to capital
flight.

FOREIGN MARKET RISK. Foreign markets, especially those in developing
countries, tend to be more volatile than U.S. markets and are generally not
subject to regulatory requirements comparable to those in the U.S. Because
of differences in accounting standards and custody and settlement
practices, investing in foreign securities generally involves more risk
than investing in securities of U.S. issuers.

INFORMATION RISK. Financial reporting standards for companies based in
foreign markets usually differ from those in the United States. Since the
"numbers" themselves sometimes mean different things, the sub-advisers
devote much of their research effort to understanding and assessing the
impact of these differences upon a company's financial conditions and
prospects.

LIQUIDITY RISK. Stocks that trade less can be more difficult or more costly
to buy, or to sell, than more liquid or active stocks. This liquidity risk
is a factor of the trading volume of a particular stock, as well as the
size and liquidity of the entire local market. On the whole, foreign
exchanges are smaller and less liquid than the U.S. market. This can make
buying and selling certain shares more difficult and costly. Relatively
small transactions in some instances can have a disproportionately large
effect on the price and supply of shares. In certain situations, it may
become virtually impossible to sell a stock in an orderly fashion at a
price that approaches an estimate of its value.

POLITICAL DEVELOPMENTS. Political developments may adversely affect the
value of a Portfolio's foreign securities.

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POLITICAL RISK. Some foreign governments have limited the outflow of
profits to investors abroad, extended diplomatic disputes to include trade
and financial relations, and have imposed high taxes on corporate profits.

REGULATORY RISK. Some foreign governments regulate their exchanges less
stringently, and the rights of shareholders may not be as firmly
established.

HIGH YIELD RISK. Portfolios that invest in high yield securities and
unrated securities of similar credit quality (commonly known as "junk
bonds") may be subject to greater levels of interest rate, credit and
liquidity risk than Portfolios that do not invest in such securities. High
yield securities are considered predominantly speculative with respect to
the issuer's continuing ability to make principal and interest payments. An
economic downturn or period of rising interest rates could adversely affect
the market for high yield securities and reduce a Portfolio's ability to
sell its high yield securities (liquidity risk).

INTEREST RATE RISK. Fixed income securities are subject to the risk that
the securities could lose value because of interest rate changes. For example,
bonds tend to decrease in value if interest rates rise. Debt obligations with
longer maturities typically offer higher yields, but are subject to greater
price shifts as a result of interest rate changes than debt obligations with
shorter maturities.

LEVERAGING RISK. Certain transactions may give rise to a form of leverage.
Such transactions may include, among others, reverse repurchase agreements,
loans of portfolio securities, and the use of when-issued, delayed delivery or
forward commitment contracts. The use of derivatives may also create leveraging
risks. To mitigate leveraging risk, a sub-adviser can segregate liquid assets or
otherwise cover the transactions that may give rise to such risk. The use of
leverage may cause a Portfolio to liquidate portfolio positions when it may not
be advantageous to do so to satisfy its obligations or to meet segregation
requirements. Leverage, including borrowing, may cause a Portfolio to be more
volatile than if the Portfolio had not been leveraged. This is because
leveraging tends to exaggerate the effect of any increase or decrease in the
value of a Portfolio's securities.

LIQUIDITY RISK. Liquidity risk exists when particular investments are
difficult to purchase or sell. A Portfolio's investments in illiquid securities
may reduce the returns of the Portfolio because it may be unable to sell the
illiquid securities at an advantageous time or price. Portfolios with principal
investment strategies that involve foreign securities, derivatives or securities
with substantial market and/or credit risk tend to have the greatest exposure to
liquidity risk.

MANAGEMENT RISK. Each Portfolio is subject to management risk because it is
an actively managed investment portfolio. Each sub-adviser will apply investment
techniques and risk analyses in making investment decisions for the Portfolios,
but there can be no guarantee that these will produce the desired results.

MARKET RISK. Common stocks and fixed income securities are subject to
market risk stemming from factors independent of any particular security.
Investment markets fluctuate. All markets go through cycles and market risk
involves being on the wrong side of a cycle. Factors affecting market risk
include political events, broad economic and social changes, and the mood of the
investing public. You can see market risk in action during large drops in the
stock market. If investor sentiment turns gloomy, the price of all stocks may
decline. It may not matter that a particular company has great profits and its
stock is selling at a relatively low price. If the overall market is dropping,
the values of all stocks are likely to drop. Generally, the stock prices of
large companies are more stable than the stock prices of smaller companies, but
this is not always the case. Smaller companies often offer a smaller range of
products and services than large companies. They may also have limited financial
resources and may lack management depth. As a result, stocks issued by smaller
companies may fluctuate in value more than the stocks of larger, more
established companies.

MORTGAGE RISK. A Portfolio that purchases mortgage related securities is
subject to certain additional risks. Rising interest rates tend to extend the
duration of mortgage-related securities, making them more sensitive to changes
in interest rates. As a result, in a period of rising interest rates, a
Portfolio that holds mortgage-related securities may exhibit additional
volatility. This is known as extension risk. In addition, mortgage-related
securities are subject to prepayment risk. When interest rates decline,
borrowers may pay off their mortgages sooner than expected. This can reduce the
returns of a Portfolio because the Portfolio will have to reinvest that money at
the lower prevailing interest rates.

* * *

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EVALUATING PERFORMANCE

The SP Aggressive Growth Asset Allocation Portfolio, SP Alliance Large Cap
Growth Portfolio, SP Davis Value Portfolio, SP Deutsche International Equity
Portfolio, SP Jennison International Growth Portfolio, SP Prudential U.S.
Emerging Growth Portfolio, SP Small/Mid Cap Value Portfolio, and SP Strategic
Partners Focused Growth Portfolio are newly-created, and therefore do not have
yearly performance history.

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PRUDENTIAL JENNISON PORTFOLIO
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A number of factors--including risk--can affect how the Portfolio performs. The
bar chart and table below demonstrate the risk of investing in the Portfolio by
showing how returns can change from year to year and by showing how the
Portfolio's average annual returns compare with a stock index and a group of
similar mutual funds. Past performance does not mean that the Portfolio will
achieve similar results in the future.

Annual Returns* (Class I shares)
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[REPRESENTATION OF CHART]

1996 14.41%
1997 31.71%
1998 37.46%
1999 41.76%

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Best Quarter: 29.46% (4th quarter of 1998) Worst Quarter: (12.07)% (3rd quarter
of 1998)

*THESE ANNUAL RETURNS DO NOT INCLUDE CONTRACT CHARGES. IF CONTRACT CHARGES WERE
INCLUDED, THE ANNUAL RETURNS WOULD BE LOWER THAN THOSE SHOWN. SEE THE
ACCOMPANYING CONTRACT PROSPECTUS.

Average Annual Returns* (as of 12/31/99)
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SINCE
1 YEAR INCEPTION
------ ----------------
Class I shares 41.76% 32.11% (4/25/95)
Class II shares N/A N/A (2/10/00)
S&P 500** 21.03% 27.48%
Lipper Average*** 31.48% 25.81%

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* THE PORTFOLIO'S RETURNS ARE AFTER DEDUCTION OF EXPENSES AND DO NOT INCLUDE
CONTRACT CHARGES.

** THE STANDARD & POOR'S 500 STOCK INDEX (S&P 500)--AN UNMANAGED INDEX OF 500
STOCKS OF LARGE U.S. COMPANIES--GIVES A BROAD LOOK AT HOW STOCK PRICES HAVE
PERFORMED. THESE RETURNS DO NOT INCLUDE THE EFFECT OF ANY INVESTMENT MANAGEMENT
EXPENSES. THESE RETURNS WOULD BE LOWER IF THEY INCLUDED THE EFFECT OF THESE
EXPENSES. THE "SINCE INCEPTION" RETURN REFLECTS THE CLOSEST CALENDAR MONTH-END
RETURN (4/30/95). SOURCE: LIPPER, INC.

*** THE LIPPER VARIABLE INSURANCE PRODUCTS (VIP) GROWTH FUND AVERAGE IS
CALCULATED BY LIPPER ANALYTICAL SERVICES, INC. AND REFLECTS THE INVESTMENT
RETURN OF CERTAIN PORTFOLIOS UNDERLYING VARIABLE LIFE AND ANNUITY PRODUCTS. THE
RETURNS ARE NET OF INVESTMENT FEES AND FUND EXPENSES BUT NOT PRODUCT CHARGES.
THE "SINCE INCEPTION" RETURN REFLECTS THE CLOSEST CALENDAR MONTH-END RETURN
(4/30/95). SOURCE: LIPPER, INC.

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HOW THE PORTFOLIOS INVEST

INVESTMENT OBJECTIVES AND POLICIES

We describe each Portfolio's investment objective and policies below. We
describe certain investment instruments that appear in bold lettering below in
the section entitled OTHER INVESTMENTS AND STRATEGIES. Although we make every
effort to achieve each Portfolio's objective, we can't guarantee success. The
Fund's Board of Directors can change a Portfolio's investment policy if that
policy is not fundamental.

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

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PRUDENTIAL JENNISON PORTFOLIO
-------------------------------------------------------------------------------

The investment objective of this Portfolio is to achieve LONG-TERM GROWTH OF
CAPITAL. This means the Portfolio seeks investments whose price will increase
over several years. While the Portfolio makes every effort to achieve its
objective, it can't guarantee success.

--------------------------------------
INVESTMENT STRATEGY In pursuing the Portfolio's objective,
the Portfolio normally invests 65% or
The Portfolio seeks to invest in more of its total assets in common
equity securities of established stocks and preferred stocks of companies
companies with above-average with capitalization in excess of $1
growth prospects. The Portfolio billion.
selects stocks on a
company-by-company basis using For the balance of the Portfolio, the
fundamental analysis. In making Portfolio may invest in common stocks,
its stock picks, it looks for preferred stocks and other
companies that have had growth in equity-related securities of companies
earnings and sales, high returns that are undergoing changes in
on equity and assets or other management, product and/or marketing
strong financial characteristics. dynamics which the Portfolio believes
Often, the companies the Portfolio have not yet been reflected in reported
chooses have superior management, earnings or recognized by investors.
a unique market niche or a strong
new product.
--------------------------------------

In addition, the Portfolio may invest in debt securities and mortgage-related
securities. These securities may be rated as low as Baa by Moody's or BBB by S&P
(or if unrated, of comparable quality in our judgment).

The Portfolio may also invest in obligations issued or guaranteed by the U.S.
government, its agencies and instrumentalities. In addition, up to 30% of the
Portfolio's assets may be invested in foreign equity and equity-related
securities. For these purposes, we do not consider American Depository Receipts
(ADRS) as foreign securities.

In response to adverse market conditions or when restructuring the Portfolio,
the Portfolio may invest up to 100% of the Portfolio's assets in money market
instruments. Investing heavily in these securities limits the ability to achieve
the Portfolio's investment objective, but can help to preserve the Portfolio's
assets when the markets are unstable.

The Portfolio may also use alternative investment strategies--including
DERIVATIVEs--to try to improve the Portfolio's returns, protect its assets or
for short-term cash management.

The Portfolio may: purchase and sell options on equity securities, stock indexes
and foreign currencies; purchase and sell stock index and foreign currency
futures contracts and options on those FUTURES CONTRACTS; enter into FORWARD
FOREIGN CURRENCY EXCHANGE CONTRACTS; and purchase securities on a WHEN-ISSUED OR
DELAYED DELIVERY basis.

The Portfolio may also enter into short sales AGAINST-THE-BOX.

The Portfolio may also enter into REPURCHASE AGREEMENTS. The Portfolio may
participate with certain other Portfolios of the Fund in a JOINT REPURCHASE
ACCOUNT under an order obtained from the SEC.

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SP ALLIANCE LARGE CAP GROWTH PORTFOLIO
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The investment objective of this Portfolio is GROWTH OF CAPITAL BY PURSUING
AGGRESSIVE INVESTMENT POLICIES.

-------------------------------------- During market declines, while adding to
LARGE CAP GROWTH positions in favored stocks, the
Portfolio becomes somewhat more
The Portfolio usually invests in aggressive, gradually reducing the
about 40-50 companies, with the 25 number of companies represented in its
most highly regared of these portfolio. Conversely, in rising
companies generally constituting markets, while reducing or eliminating
approximately 70% of the Portfolio's fully-valued positions, the Portfolio
net assets. Alliance seeks to gain becomes somewhat more conservative,
positive returns in good markets gradually increasing the number of
while providing some measure of companies represented in the portfolio.
protection in poor markets. Through this approach, Alliance seeks to
-------------------------------------- gain positive returns in good markets
while providing some measure of
protection in poor markets. The
Portfolio also may invest up to 20% of
its net assets in CONVERTIBLE
SECURITIES.

The Portfolio will invest in special situations from time to time. A special
situation arises when, in the opinion of Alliance, the securities of a
particular company will, within a reasonably estimable period of time, be
accorded market recognition at an appreciated value solely by reason of a
development particularly or uniquely applicable to that company, and regardless
of general business conditions or movements of the market as a whole.
Developments creating special situations might include, among other,
liquidations, reorganizations, recapitalizations or mergers, material
litigation, technological breakthroughs and new management or management
policies. Although large and well-known companies may be involved, special
situations often involve much greater risk than is inherent in ordinary
investment securities.

Among the principal risks of investing in the Portfolio is market risk. Because
the Portfolio invests in a smaller number of securities than many other equity
funds, your investment has the risk that changes in the value of a single
security may have a more significant effect, either negative or positive, on the
Portfolio's net asset value.

The Portfolio seeks long-term growth of capital by investing predominantly in
the equity securities of a limited number of large, carefully selected,
high-quality U.S. companies that are judged likely to achieve superior earnings
growth. As a matter of fundamental policy, the Portfolio normally invests at
least 85% of its total assets in the equity securities of U.S. companies. A U.S.
company is a company that is organized under United States law, has its
principal office in the United States and issues equity securities that are
traded principally in the United States. The Portfolio is thus atypical from
most equity mutual funds in its focus on a relatively small number of
intensively researched companies. The Portfolio is designed for those seeking to
accumulate capital over time with less volatility than that associated with
investment in smaller companies.

Alliance's investment strategy for the Portfolio emphasizes stock selection and
investment in the securities of a limited number of issuers. Alliance relies
heavily upon the fundamental analysis and research of its large internal
research staff, which generally follows a primary research universe of more than
600 companies that have strong management, superior industry positions,
excellent balance sheets and superior earnings growth prospects. An emphasis is
placed on identifying companies whose substantially above average prospective
earnings growth is not fully reflected in current market valuations.

In managing the Portfolio, Alliance seeks to utilize market volatility
judiciously (assuming no change in company fundamentals), striving to capitalize
on apparently unwarranted price fluctuations, both to purchase or increase
positions on weakness and to sell or reduce overpriced holdings. The Portfolio
normally remains nearly fully invested and does not take significant cash
positions for market timing purposes.

Alliance expects the average market capitalization of companies represented in
the Portfolio normally to be in the range, or in excess, of the average market
capitalization of companies included in the S&P 500 Index.

The Portfolio also may:

o invest up to 15% of its total assets in FOREIGN SECURITIES;

o purchase and sell exchange-traded index options and stock index
FUTURES CONTRACTS;

o write covered exchange-traded call OPTIONS on its securities of up to
15% of its total assets, and purchase and sell exchange-traded call
and put options on common stocks written by others of up to, for all
options, 10% of its total assets;

<PAGE>

o make SHORT SALES "AGAINST-THE-BOX" of up to 15% of its net assets; and

o invest up to 10% of its total assets in ILLIQUID SECURITIES.

The Portfolio may invest in a wide variety of equity securities including large
cap stocks, convertible and preferred securities, warrants and rights. The
Portfolio may also invest in foreign securities, including foreign equity
securities, American Depository Receipts (ADRs) and other similar securities
that represent interests in foreign equity securities, such as European
Depository Receipts (EDRs) and Global Depository Receipts (GDRs). The Portfolio
may also invest in derivatives and in short term investments, including money
market securities, short term U.S. government obligations, repurchase
agreements, commercial paper, banker's acceptances and certificates of deposit.

The Portfolio is managed by Alliance Capital Management, L.P.

In response to adverse market conditions or when restructuring the Portfolio,
Alliance may invest up to 100% of the Portfolio's assets in money market
instruments. Investing heavily in these securities limits the ability to achieve
the investment objective, but can help to preserve the Portfolio's assets when
the markets are unstable.

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SP ASSET ALLOCATION PORTFOLIO
-------------------------------------------------------------------------------

There are four Asset Allocation Portfolios, entitled SP Aggressive Growth Asset
Allocation Portfolio, SP Balanced Asset Allocation Portfolio, SP Conservative
Asset Allocation Portfolio, and SP Growth Asset Allocation Portfolio. Only the
SP Aggressive Growth Asset Allocation Portfolio is offered through this
prospectus. The investment objective of each of the Portfolios is to OBTAIN THE
HIGHEST POTENTIAL TOTAL RETURN CONSISTENT WITH THE SPECIFIED LEVEL OF RISK
TOLERANCE. The definition of risk tolerance level is not a fundamental policy
and, therefore, can be changed by the Board at any time. The Asset Allocation
Portfolios are designed for:

o the investor who wants to maximize total return potential, but lacks
the time, or expertise to do so effectively;

o the investor who does not want to watch the financial markets in order
to make periodic exchanges among portfolios; and

o the investor who wants to take advantage of the risk management
features of an asset allocation program.

The investor chooses an Asset Allocation Portfolio by determining which risk
tolerance level most closely corresponds to the investor's individual planning
needs, objectives and comfort.

Each Asset Allocation Portfolio invests its assets in shares of other Portfolios
according to the target percentages indicated in the Portfolio descriptions
below. Periodically, we will rebalance each Asset Allocation Portfolio to bring
the Portfolio's holdings in line with those target percentages. The manager
expects that the rebalancing will occur on a monthly basis, although the
rebalancing may occur less frequently. In addition, the manager will review the
target percentages annually. Based on its evaluation the target percentages may
be adjusted. Such adjustments will be reflected in the annual update to this
prospectus. With respect to each of the four Asset Allocation Portfolios,
Prudential Investments Fund Management LLC reserves the right to alter the
percentage allocations indicated below and/or the other Fund Portfolios in which
the Asset Allocation Portfolio invests if market conditions warrant. Although we
will make every effort to meet each Asset Allocation Portfolio's investment
objective, we can't guarantee success.

Each Asset Allocation Portfolio is managed by Prudential Investments Fund
Management LLC.

<PAGE>

--------------------------------------
AN AGGRESSIVE GROWTH ASSET ALLOCATION The SP Aggressive Growth Asset
PORTFOLIO Allocation Portfolio is composed of
shares of the following Fund Portfolios:
This Portfolio aggressively seeks
capital appreciation by investing in o a large capitalization equity
large cap equity Portfolios, component (approximately 40%
international Portfolios, and of the Portfolio, invested in
small/mid cap equity Portfolios. shares of the SP Davis Value
-------------------------------------- Portfolio (20% of Portfolio),
the SP Alliance Large Cap Growth
Portfolio (10% of Portfolio),
and the Prudential Jennison
Portfolio (10% of Portfolio));
and

o an international component
(approximately 35% of the
Portfolio, invested in shares
of the SP Jennison International
Growth Portfolio (17.5% of
Portfolio) and the SP Deutsche
International Equity Portfolio
(17.5% of Portfolio)); and

o a small/mid capitalization
equity component (approximately
25% of the Portfolio, invested
in shares of the SP Small/Mid
Cap Value Portfolio (12.5% of
Portfolio) and the SP Prudential
U.S. Emerging Growth Portfolio
(12.5% of Portfolio)).

For more information on the following Portfolios, see the pages indicated: SP
Davis Value Portfolio (p. 11), SP Alliance Large Cap Growth Portfolio (p. 9),
Prudential Jennison Portfolio (p. 8), SP Jennison International Growth Portfolio
(p. 15), SP Deutsche International Equity Portfolio (p. 12), SP Small/Mid Cap
Value Portfolio (p. 19), SP Prudential U.S. Emerging Growth Portfolio (p. 17).

-------------------------------------------------------------------------------
SP DAVIS VALUE PORTFOLIO
-------------------------------------------------------------------------------

SP Davis Value Portfolio's investment objective is GROWTH OF CAPITAL. In keeping
with the Davis investment philosophy, the portfolio managers select common
stocks that offer the potential for capital growth over the long-term.

--------------------------------------
THE DAVIS BACK-TO-BASICS APPROACH The Portfolio invests primarily in
common stocks of U.S. companies with
Under the Davis philosophy, Davis market capitalizations of at least $5
seeks to identify companies possessing billion, but it may also invest in
ten basic characteristics, which Davis foreign companies and U.S. companies
believes will foster sustainable with smaller capitalizations.
long-term growth.
--------------------------------------

COMMON STOCKS

WHAT THEY ARE. Common stock represents ownership of a company.

HOW THEY PICK THEM. The Davis investment philosophy stresses a back-to-basics
approach: they use extensive research to buy growing companies at value prices
and hold on to them for the long-term. Over the years, Davis Selected Advisers
has developed a list of ten characteristics that they believe foster sustainable
long-term growth, minimize risk and enhance the potential for superior long-term
returns. While very few companies have all ten, Davis searches for those
possessing several of the characteristics that are listed below.

WHY THEY BUY THEM. SP Davis Value Portfolio buys common stock to take an
ownership position in companies with growth potential, and then holds that
position long enough to realize the benefits of growth.

The Portfolio may also invest in foreign securities, primarily as a way of
providing additional opportunities to invest in quality overlooked growth
stocks. Investment in foreign securities can also offer the Portfolio the
potential for economic diversification.

WHAT DAVIS LOOKS FOR IN A COMPANY

1. FIRST-CLASS MANAGEMENT. The Davis investment philosophy believes that great
companies are created by great managers. In visiting companies, they look for
managers with a record of doing what they say they are going to do.

<PAGE>

2. MANAGEMENT OWNERSHIP. Just as they invest heavily in their own Portfolios,
they look for companies where individual managers own a significant stake.

3. STRONG RETURNS ON CAPITAL. They want companies that invest their capital
wisely and reap superior returns on those investments.

4. LEAN EXPENSE STRUCTURE. Companies that can keep costs low are able to compete
better, especially in difficult times. A low cost structure sharply reduces the
risk of owning a company's shares.

5. DOMINANT OR GROWING MARKET SHARE IN A GROWING MARKET. A company that is
increasing its share of a growing market has the best of both worlds.

6. PROVEN RECORD AS AN ACQUIRER. When an industry or market downturn occurs, it
is a good idea to own companies that can take advantage of attractive prices to
expand operations through inexpensive acquisitions.

7. STRONG BALANCE SHEET. Strong finances give a company staying power to weather
difficult economic cycles.

8. COMPETITIVE PRODUCTS OR SERVICES. Davis invests in companies with products
that are not vulnerable to obsolescence.

9. SUCCESSFUL INTERNATIONAL OPERATIONS. A proven ability to expand
internationally reduces the risk of being tied too closely to the U.S. economic
cycle.

10. INNOVATION. The savvy use of technology in any business, from a food company
to an investment bank, can help reduce costs and increase sales.

OTHER SECURITIES AND INVESTMENT STRATEGIES

The Portfolio invests primarily in the common stock of large capitalization
domestic companies. There are other securities in which the Portfolio may
invest, and investment strategies which the Portfolio may employ, but they are
not principal investment strategies.

The Portfolio uses short-term investments to maintain flexibility while
evaluating long-term opportunities. The Portfolio also may use short-term
investments for temporary defensive purposes; in the event the portfolio
managers anticipate a decline in the market values of common stock of large
capitalization domestic companies, they may reduce the risk by investing in
short-term securities until market conditions improve. Unlike common stocks,
these investments will not appreciate in value when the market advances. In such
a circumstance, the short-term investments will not contribute to the
Portfolio's investment objective.

The Portfolio is managed by Davis Selected Advisers, L.P.

-------------------------------------------------------------------------------
SP DEUTSCHE INTERNATIONAL EQUITY PORTFOLIO
-------------------------------------------------------------------------------

The Portfolio seeks LONG-TERM CAPITAL APPRECIATION. Under normal circumstances,
the Portfolio invests at least 65% of its total assets in the stocks and other
securities with equity characteristics of companies in developed countries
outside the United States.

--------------------------------------
INTERNATIONAL EQUITIES FROM DEVELOPED The Portfolio invests for capital
COUNTRIES appreciation, not income; any dividend
or interest income is incidental to the
The Portfolio invests primarily in pursuit of that goal. While the
the stocks of companies located in Portfolio gives priority to capital
developed foreign countries that make appreciation, it cannot offer any
up the MSCI EAFE Index, plus Canada. assurance of achieving this goal.
The Portfolio also may invest in
emerging markets securites.
-------------------------------------

<PAGE>

STRATEGY

The Portfolio invests for the long term. The Portfolio employs a strategy of
growth at a reasonable price. The Portfolio seeks to identify companies outside
the United States that combine strong potential for earnings growth with
reasonable investment value. Such companies typically exhibit increasing rates
of profitability and cash flow, yet their share prices compare favorably to
other stocks in a given market and to their global peers. In evaluating stocks,
the Portfolio considers factors such as sales, earnings, cash flow and
enterprise value. Enterprise value is a company's market capitalization plus the
value of its net debt. The Portfolio further considers the relationship between
these and other quantitative factors. Together, these indicators of growth and
value may identify companies with improving prospects before the market in
general has taken notice.

PRINCIPAL INVESTMENTS

Almost all the companies in which the Portfolio invests are based in the
developed foreign countries that make up the MSCI EAFE Index, plus Canada. The
Portfolio may also invest a portion of its assets in companies based in the
emerging markets of Latin America, the Middle East, Europe, Asia and Africa if
it believes that its return potential more than compensates for the extra risks
associated with these markets. Under normal market conditions investment in
emerging markets is not considered to be a central element of the Portfolio's
strategy. Typically, the Portfolio will not hold more than 15% of its net assets
in emerging markets. The Portfolio may invest in a variety of debt securities,
equity securities, and other instruments, including convertible securities,
warrants, foreign securities, options (on stock, debt, stock indices, foreign
currencies, and futures), futures, forward foreign currency exchange contracts,
interest rate swaps, loan participations, reverse repurchase agreements, dollar
rolls, when-issued and delayed delivery securities, short sales, and illiquid
securities. We explain each of these instruments in detail in the Statement of
Additional Information.

INVESTMENT PROCESS

Company research lies at the heart of Bankers Trust's investment process, as it
does with many stock mutual fund portfolios. Several thousand companies are
tracked to arrive at the approximately 100 stocks the Portfolio normally holds.
But the process brings an added dimension to this fundamental research. It draws
on the insight of experts from a range of financial disciplines--regional stock
market specialists, global industry specialists, economists and quantitative
analysts. They challenge, refine and amplify each other's ideas. Their close
collaboration is a critical element of the investment process.

Temporary Defensive Position. The Portfolio may from time to time adopt a
temporary defensive position in response to extraordinary adverse political,
economic or stock market events. The Portfolio may invest up to 100% of its
assets in U.S. or foreign government money market investments, or other
short-term bonds that offer comparable safety, if the situation warranted. To
the extent the Portfolio might adopt such a position over the course of its
duration, the Portfolio may not meet its goal of long-term capital appreciation.

RISKS

Below are set forth some of the prominent risks associated with international
investing.

PRIMARY RISKS

Market Risk. Although individual stocks can outperform their local markets,
deteriorating market conditions might cause an overall weakness in the stock
prices of the entire market.

Stock Selection Risk. A risk that pervades all investing is the risk that the
securities an investor has selected will not perform to expectations. To
minimize this risk, Bankers Trust monitors each of the stocks in the Portfolio
according to three basic quantitative criteria. They subject a stock to
intensive review if:

o its rate of price appreciation begins to trail that of its national
stock index;

o the financial analysts who follow the stock, both within Bankers Trust
and outside, cut their estimates of the stock's future earnings; or

o the stock's price approaches the downside target set when they first
bought the stock (and may since have modified to reflect changes in
market and economic conditions).

In this review, Bankers Trust seeks to learn if the deteriorating performance
accurately reflects deteriorating prospects or if it merely reflects investor
overreaction to temporary circumstances.

<PAGE>

Foreign Stock Market Risk. From time to time, foreign capital markets have
exhibited more volatility than those in the United States. Trading stocks on
some foreign exchanges is inherently more difficult than trading in the United
States for reasons including:

o Political Risk. Some foreign governments have limited the outflow of
profits to investors abroad, extended diplomatic disputes to include
trade and financial relations, and imposed high taxes on corporate
profits. While these political risks have not occurred recently in the
major countries in which the Portfolio invests, Bankers Trust analyzes
countries and regions to try to anticipate these risks.

o Information Risk. Financial reporting standards for companies based in
foreign markets differ from those in the United States. Since the
"numbers" themselves sometimes mean different things, Bankers Trust
devotes much of its research effort to understanding and assessing the
impact of these differences upon a company's financial conditions and
prospects.

o Liquidity Risk. Stocks that trade less can be more difficult or more
costly to buy, or to sell, than more liquid or active stocks. This
liquidity risk is a factor of the trading volume of a particular
stock, as well as the size and liquidity of the entire local market.
On the whole, foreign exchanges are smaller and less liquid than the
U.S. market. This can make buying and selling certain shares more
difficult and costly. Relatively small transactions in some instances
can have a disproportionately large effect on the price and supply of
shares. In certain situations, it may become virtually impossible to
sell a stock in an orderly fashion at a price that approaches an
estimate of its value.

o Regulatory Risk. Some foreign governments regulate their exchanges
less stringently, and the rights of shareholders may not be as firmly
established.

In an effort to reduce these foreign stock market risks, the Portfolio
diversifies its investments, just as you may spread your investments among a
range of securities so that a setback in one does not overwhelm your entire
strategy. In this way, a reversal in one market or stock need not undermine the
pursuit of long-term capital appreciation.

Currency Risk. The Portfolio invests in foreign securities denominated in
foreign currencies. This creates the possibility that changes in foreign
exchange rates will affect the value of foreign securities or the U.S. dollar
amount of income or gain received on these securities. Bankers Trust seeks to
minimize this risk by actively managing the currency exposure of the Portfolio.

Emerging Market Risk. To the extent that the Portfolio does invest in emerging
markets to enhance overall returns, it may face higher political, information,
and stock market risks. In addition, profound social changes and business
practices that depart from norms in developed countries' economies have hindered
the orderly growth of emerging economies and their stock markets in the past.
High levels of debt tend to make emerging economies heavily reliant on foreign
capital and vulnerable to capital flight. For all these reasons, the Portfolio
carefully limits and balances its commitment to these markets.

SECONDARY RISKS

Small Company Risk. Although the Portfolio generally invests in the shares of
large, well-established companies, it may occasionally take advantage of
exceptional opportunities presented by small companies. Such opportunities pose
unique risks. Small company stocks tend to experience steeper price
fluctuations--down as well as up--than the stocks of larger companies. A
shortage of reliable information--the same information gap that creates
opportunity in small company investing - can also pose added risk. Industrywide
reversals have had a greater impact on small companies, since they lack a large
company's financial resources. Finally, small company stocks are typically less
liquid than large company stocks; when things are going poorly, it is harder to
find a buyer for a small company's shares.

Pricing Risk. When price quotations for securities are not readily available,
they are valued by the method that most accurately reflects their current worth
in the judgment of the Board. This procedure implies an unavoidable risk, the
risk that our prices are higher or lower than the prices that the securities
might actually command if we sold them. The Portfolio is managed by Bankers
Trust Company.

<PAGE>

-------------------------------------------------------------------------------
SP JENNISON INTERNATIONAL GROWTH PORTFOLIO
-------------------------------------------------------------------------------

The investment objective of the Portfolio is to SEEK LONG-TERM GROWTH OF
CAPITAL. The Portfolio seeks to achieve its objective through investment in
equity-related securities of foreign companies.

--------------------------------------
A FOREIGN STOCK GROWTH PORTFOLIO This means the Portfolio seeks
investments--primarily the common stock
The Portfolio seeks long-term growth of foreign companies--that will increase
by investing in the common stock of in value over a period of years. A
foreign companies. The Portfolio company is considered to be a foreign
generally invests in about 60 company if it satisfies at least one of
securities of issuers located in at the following criteria: its securities
least five different foreign are traded principally on stock
countries. exchanges in one or more foreign
-------------------------------------- countries; it derives 50% or more of its
total revenue from goods produced, sales
made or services performed in one or
more foreign countries; it maintains 50%
or more of its assets in one or more
foreign countries; it is organized under
the laws of a foreign country; or its
principal executive office is located in
a foreign country.

The Portfolio invests in about 60 securities of primarily non U.S. growth
companies whose shares appear attractively valued on a relative and absolute
basis. The Portfolio looks for companies that have above-average actual and
potential earnings growth over the long term and strong financial and
operational characteristics. The Portfolio selects stocks on the basis of
individual company research. Thus, country, currency and industry weightings are
primarily the result of individual stock selections. Although the Portfolio may
invest in companies of all sizes, the Portfolio typically focuses on large and
medium sized companies. Under normal conditions, the Portfolio intends to invest
at least 65% of its total assets in the equity-related securities of foreign
companies in at least five foreign countries. The Portfolio may invest anywhere
in the world, including North America, Western Europe, the United Kingdom and
the Pacific Basin, but generally not the U.S.

The principal type of equity-related security in which the Portfolio invests is
common stock. In addition to common stock, the Portfolio may invest in other
equity-related securities that include, but are not limited to, preferred stock,
rights that can be exercised to obtain stock, warrants and debt securities or
preferred stock convertible or exchangeable for common or preferred stock and
master limited partnerships. The Portfolio may also invest in AMERICAN
DEPOSITORY RECEIPTS (ADRS). We consider ADRs to be equity-related securities.

HOW THE PORTFOLIO INVESTS

In deciding which stocks to purchase for the Portfolio, Jennison looks for
growth companies that have both strong fundamentals and appear to be
attractively valued relative to their growth potential. Jennison uses a
bottom-up approach in selecting securities for the Portfolio, which means that
they select stocks based on individual company research, rather than allocating
by country or sector. In researching which stocks to buy, they look at a
company's basic financial and operational characteristics as well as compare the
company's stock price to the price of stocks of other companies that are its
competitors, absolute historic valuation levels for that company's stock, its
earnings growth and the price of existing portfolio holdings. Another important
part of Jennison's research process is to have regular contact with management
of the companies that they purchase in order to confirm earnings expectations
and to assess management's ability to meet its stated goals. Although the
Portfolio may invest in companies of all sizes, it typically focuses on large
and medium sized companies.

Generally, Jennison looks for companies that have one or more of the following
characteristics: actual and potential growth in earnings and cash flow; actual
and improving profitability; strong balance sheets; management strength; and
strong market share for the company's products.

In addition, Jennison looks for companies whose securities appear to be
attractively valued relative to: each company's peer group; absolute historic
valuations; and existing holdings of the Portfolio. Generally, they consider
selling a security when there is an identifiable change in a company's
fundamentals or when expectations of future earnings growth become fully
reflected in the price of that security.

<PAGE>

OTHER INVESTMENTS AND STRATEGIES

MONEY MARKET INSTRUMENTS, BONDS AND OTHER FIXED-INCOME OBLIGATIONS

Money market instruments and bonds are known as fixed-income securities because
issuers of these securities are obligated to pay interest and principal.
Typically, FIXED-INCOME securities don't increase or decrease in value in
relation to an issuer's financial condition or business prospects as stocks may,
although their value does fluctuate inversely to changes in interest rates
generally and directly in relation to their perceived credit quality. The
Portfolio may buy obligations of companies, foreign countries or the U.S.
Government. Money market instruments include the commercial paper and short-term
obligations of foreign and domestic corporations, banks and governments and
their agencies.

Generally, the Portfolio will purchase only "Investment-Grade" commercial paper
and bonds. This means the commercial paper and bonds have received one of the
four highest quality ratings determined by Moody's Investors Service, Inc.
(Moody's), or Standard & Poor's Ratings Group (S&P), or one of the other
nationally recognized statistical rating organizations (NRSROs). Obligations
rated in the fourth category (Baa for Moody's or BBB for S&P) have speculative
characteristics and are subject to a greater risk of loss of principal and
interest. On occasion, the Portfolio may buy instruments that are not rated, but
that are of comparable quality to the investment-grade bonds described above.

TEMPORARY DEFENSIVE INVESTMENTS

In response to adverse market, economic or political conditions, the Portfolio
may temporarily invest up to 100% of its assets in money market instruments or
in the stock and other equity-related securities of U.S. companies. Investing
heavily in money market instruments limits the ability to achieve capital
appreciation, but may help to preserve the Portfolio's assets when global or
international markets are unstable. When the Portfolio is temporarily invested
in equity-related securities of U.S. companies, the Portfolio may achieve
capital appreciation, although not through investment in foreign companies.

REPURCHASE AGREEMENTS

The Portfolio may also use REPURCHASE AGREEMENTS.

DERIVATIVE STRATEGIES

The Portfolio may use a number of alternative derivative strategies--including
derivatives--to try to improve its returns or protect its assets, although the
Portfolio cannot guarantee these strategies will work, that the instruments
necessary to implement these strategies will be available, or that the Portfolio
will not lose money.

OPTIONS

The Portfolio may purchase and sell put and call OPTIONS on equity securities,
stock indices and foreign currencies that are traded on U.S. or foreign
securities exchanges, on NASDAQ or in the over-the-counter market.

FUTURES CONTRACTS AND RELATED OPTIONS, FOREIGN CURRENCY FORWARD CONTRACTS. The
Portfolio may purchase and sell stock and bond index futures contracts and
related options on stock and bond index futures. The Portfolio also may purchase
and sell futures contracts on foreign currencies and related options on foreign
currency futures contracts.

OTHER STRATEGIES

The Portfolio follows certain policies when it borrows money (the Portfolio can
borrow up to 33-1/3% of the value of its total assets); lends its securities to
others (as an operating policy, which may be changed without stockholder
approval, the Portfolio will not lend more than 30% of the value of its total
assets, which for this purpose includes the value of any collateral received in
the transaction); and holds illiquid securities (the Portfolio may hold up to
15% of its net assets in illiquid securities, including restricted securities
with legal or contractual restrictions, those without a readily available market
and repurchase agreements with maturities longer than seven days).

<PAGE>

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SP PRUDENTIAL U.S. EMERGING GROWTH PORTFOLIO
-------------------------------------------------------------------------------

The Portfolio's investment objective is LONG-TERM CAPITAL APPRECIATION. This
means the Portfolio seeks investments whose price will increase over several
years. While the Portfolio makes every effort to achieve its objective, it can't
guarantee success.

--------------------------------------
A SMALL/MEDIUM-SIZED STOCK PORTFOLIO WE'RE GROWTH INVESTORS

The Portfolio invests primarily in In deciding which equities to buy, the
the stocks of small and medium-sized Portfolio uses what is known as a growth
companies with the potential for investment style. This means the
above-average growth. Portfolio invests in companies that it
-------------------------------------- believes could experience superior sales
or earnings growth. In pursuing this
objective, the Portfolio normally
invests at least 65% of the Portfolio's
total assets in equity securities of
small and medium-sized U.S. companies
with the potential for above-average
growth.

The Portfolio considers small and medium-sized companies to be those with market
capitalizations beginning at $500 million. The upper capitalization limit is
300% of the dollar-weighted median market capitalization of the S&P 400 Mid-Cap
Index. As of December 31, 1999, this number was $9 billion. We use the market
capitalization measurements used by S&P at time of purchase.

In addition to buying equities, the Portfolio may invest in other equity-related
securities. Equity-related securities include AMERICAN DEPOSITORY RECEIPTS
(ADRs); common stocks; nonconvertible preferred stocks; WARRANTS and rights that
can be exercised to obtain stock; investments in various types of business
ventures, including partnerships and joint ventures; real estate investment
trusts (REITS); and similar securities.

The Portfolio also may buy CONVERTIBLE SECURITIES. These are securities--like
bonds, corporate notes and preferred stocks--that it can convert into the
company's common stock or some other equity security. The Portfolio will only
invest in investment-grade convertible securities. Generally, the Portfolio
considers selling a security when, in the opinion of the investment adviser, the
stock has experienced a fundamental disappointment in earnings; it has reached
an intermediate-term price objective and its outlook no longer seems
sufficiently promising; a relatively more attractive stock emerges; or the stock
has experienced adverse price movements.

OTHER INVESTMENTS AND STRATEGIES

In addition to the principal strategies, the Portfolio also may use the
following investment strategies to try to increase its returns or protect its
assets if market conditions warrant.

OTHER EQUITY SECURITIES

The Portfolio can invest up to 35% of total assets in equity securities of
companies with larger or smaller market capitalizations than previously noted.
The Portfolio may participate in the initial public offering (IPO) market. IPO
investments may increase the Portfolio's total returns. As the Portfolio's
assets grow, the impact of IPO investments will decline, which may reduce the
Portfolio's total returns.

FOREIGN SECURITIES

The Portfolio can invest up to 35% of total assets in FOREIGN SECURITIES,
including stocks and other equity-related securities, money market instruments
and other investment-grade fixed-income securities of foreign issuers, including
those in developing countries. For purposes of the 35% limit, the Portfolio does
not consider ADRs and other similar receipts or shares to be foreign securities.

FIXED-INCOME OBLIGATIONS, INCLUDING BONDS AND MONEY MARKET INSTRUMENTS

Fixed-income obligations include bonds and notes. The Portfolio can invest up to
35% of total assets in investment-grade corporate or government obligations.
Investment-grade obligations are rated in one of the top four long-term quality
ratings by a major rating service (such as Baa/BBB or better by Moody's
Investors Service, Inc. or Standard & Poor's Ratings Group, respectively). The
Portfolio also may invest in obligations that are not rated, but which it
believes to be of comparable quality. Obligations rated in the fourth category
(Baa/BBB) have speculative

<PAGE>

characteristics. These lower-rated obligations are subject to a greater risk of
loss of principal and interest. Generally, fixed-income securities provide a
fixed rate of return, but provide less opportunity for capital appreciation than
investing in stocks. The Portfolio will purchase money market instruments only
in one of the two highest short-term quality ratings of a major rating service.

TEMPORARY DEFENSIVE INVESTMENTS

In response to adverse market, economic or political conditions, the Portfolio
may temporarily invest up to 100% of the Portfolio's assets in cash or money
market instruments. Investing heavily in these securities limits the Portfolio's
ability to achieve capital appreciation, but can help to preserve its assets
when the equity markets are unstable.

REPURCHASE AGREEMENTS

The Portfolio may also use REPURCHASE AGREEMENTS.

FOREIGN CURRENCY FORWARD CONTRACTS

The Portfolio may enter into foreign currency forward contracts to protect the
value of its portfolio against future changes in the level of currency exchange
rates. The Portfolio may enter into such contracts on a spot, that is, cash,
basis at the rate then prevailing in the currency exchange market or on a
forward basis, by entering into a forward contract to purchase or sell currency.

DERIVATIVE STRATEGIES

The Portfolio may use various derivative strategies to try to improve its
returns or protect its assets.

The Portfolio cannot guarantee that these strategies will work, that the
instruments necessary to implement these strategies will be available or that
the Portfolio will not lose money.

SECURITIES ISSUED OR GUARANTEED BY U.S. GOVERNMENT AGENCIES AND
INSTRUMENTALITIES

The Portfolio may invest in securities issued by agencies of the U.S. Government
or instrumentalities of the U.S. Government. These obligations, including those
which are guaranteed by Federal agencies or instrumentalities, may or may not be
backed by the full faith and credit of the United States. Obligations of the
Government National Mortgage Association (GNMA), the Farmers Home Administration
and the Small Business Administration are backed by the full faith and credit of
the United States. In the case of securities not backed by the full faith and
credit of the United States, the Portfolio must look principally to the agency
issuing or guaranteeing the obligation for ultimate repayment and may not be
able to assert a claim against the United States if the agency or
instrumentality does not meet its commitments. Securities in which the Portfolio
may invest which are not backed by the full faith and credit of the United
States include obligations such as those issued by the Federal Home Loan Bank,
the Federal Home Loan Mortgage Corporation (FHLMC), the Federal National
Mortgage Association, the Student Loan Marketing Association, Resolution Funding
Corporation and the Tennessee Valley Authority, each of which has the right to
borrow from the U.S. Treasury to meet its obligations, and obligations of the
Farm Credit System, the obligations of which may be satisfied only by the
individual credit of the issuing agency. FHLMC investments may include
collateralized mortgage obligations.

MORTGAGE-RELATED SECURITIES ISSUED BY U.S. GOVERNMENT AGENCIES AND
INSTRUMENTALITIES.

The Portfolio may invest in mortgage-backed securities, including those which
represent undivided ownership interests in pools of mortgages. The U.S.
Government or the issuing agency or instrumentality guarantees the payment of
interest on and principal of these securities. However, the guarantees do not
extend to the yield or value of the securities nor do the guarantees extend to
the yield or value of the Portfolio's shares. These securities are in most cases
"pass-through" instruments, through which the holders receive a share of all
interest and principal payments from the mortgages underlying the securities,
net of certain fees.

OPTIONS TRANSACTIONS

The Portfolio may purchase and write (that is, sell) put and call options on
securities, stock indexes and currencies that are traded on U.S. or foreign
securities exchanges or in the over-the-counter market to seek to enhance return

<PAGE>

or to protect against adverse price fluctuations in securities in the
Portfolio's portfolio. These options will be on equity securities, financial
indexes (for example, S&P 500 Stock Index) and foreign currencies. The Portfolio
may write put and call options to generate additional income through the receipt
of premiums, purchase put options in an effort to protect the value of
securities (or currencies) that it owns against a decline in market value and
purchase call options in an effort to protect against an increase in the price
of securities (or currencies) it intends to purchase.

FUTURES CONTRACTS AND OPTIONS THEREON

The Portfolio may purchase and sell financial futures contracts and options
thereon which are traded on a commodities exchange or board of trade to reduce
certain risks of its investments and to attempt to enhance return in accordance
with regulations of the Commodity Futures Trading Commission (CFTC).

ADDITIONAL STRATEGIES

The Portfolio also follows certain policies when it BORROWS MONEY (the Portfolio
can borrow up to 20% of the value of its total assets); LENDS ITS SECURITIES to
others (the Portfolio can lend up to 331 @3% of the value of its total assets,
including collateral received in the transaction); and HOLDS ILLIQUID SECURITIES
(the Portfolio may hold up to 15% of its net assets in illiquid securities,
including securities with legal or contractual restrictions on resale, those
without a readily available market and repurchase agreements with maturities
longer than seven days).

PORTFOLIO TURNOVER

As a result of the strategies described above, the Portfolio may have an annual
portfolio turnover rate of up to 200%. Portfolio turnover is generally the
percentage found by dividing the lesser of portfolio purchases or sales by the
monthly average value of the portfolio. High portfolio turnover (100% or more)
results in higher brokerage commissions and other transaction costs and can
affect the Portfolio's performance.

The Portfolio is managed by Prudential Investments Fund Management LLC.

-------------------------------------------------------------------------------
SP SMALL/MID CAP VALUE PORTFOLIO
-------------------------------------------------------------------------------

The Portfolio is managed by Fidelity Management & Research Company (FMR). FMR
normally invests at least 65% of the Portfolio's total assets in common stocks
of companies with small to medium market capitalizations.

-------------------------------------- Small to medium market capitalization
A SMALL/MIDCAP VALUE PORTFOLIO companies are those companies with
market capitalizations similar to the
The Portfolio normally invests at market capitalization of companies in
least 65% of its total assets in the Russell 2000 or the Russell MidCap
companies with small to medium market at the time of the Portfolio's
capitalizations. The Portfolio investment. Companies whose
invests in "value" stocks. capitalization no longer meets this
-------------------------------------- definition after purchase continue to be
considered to have a small to medium
market capitalization for purposes of
the 65% policy. The size of companies in
the Russell 2000 and Russell MidCap
changes with market conditions and the
composition of the index.

PRINCIPAL INVESTMENT STRATEGIES

FMR focuses on securities of companies that it believes are undervalued in the
marketplace in relation to factors such as the company's assets, earnings, or
growth potential. The stocks of these companies are often called "value" stocks.

FMR may invest the Portfolio's assets in securities of foreign issuers in
addition to securities of domestic issuers.

In buying and selling securities for the Portfolio, FMR relies on fundamental
analysis of each issuer and its potential for success in light of its current
financial condition, its industry position, and economic and market factors.
Factors considered include growth potential, earnings estimates and management.
These securities are then analyzed using statistical models to further evaluate
growth potential, valuation, liquidity and investment risk.

FMR may use various techniques, such as buying and selling futures contracts, to
increase or decrease the Portfolio's exposure to changing security prices or
other factors that affect security values. If FMR's strategies do not work as
intended, the Portfolio may not achieve its objective.

<PAGE>

DESCRIPTION OF PRINCIPAL SECURITY TYPES

EQUITY SECURITIES represent an ownership interest, or the right to acquire an
ownership interest, in an issuer. Different types of equity securities provide
different voting and dividend rights and priority in the event of the bankruptcy
of the issuer. Equity securities include common stocks, preferred stocks,
convertible securities, and warrants.

PRINCIPAL INVESTMENT RISKS

Many factors affect the Portfolio's performance. The Portfolio's share price
changes daily based on changes in market conditions and interest rates and in
response to other economic, political, or financial developments. The
Portfolio's reaction to these developments will be affected by the types of
securities in which the Portfolio invests, the financial condition, industry and
economic sector, and geographic location of an issuer, and the Portfolio's level
of investment in the securities of that issuer. When you sell units
corresponding to shares of the Portfolio, they could be worth more or less than
what you paid for them.

In addition to company risk, derivatives risk, foreign investment risk,
leveraging risk, liquidity risk, management risk, and market risk, the following
factors can significantly affect the Portfolio's performance:

SMALL CAP INVESTING. The value of securities of smaller, less well-known issuers
can be more volatile than that of larger issuers and can react differently to
issuer, political, market and economic developments than the market as a whole
and other types of stocks. Smaller issuers can have more limited product lines,
markets and financial resources.

"VALUE" INVESTING. "Value" stocks can react differently to issuer, political,
market and economic developments than the market as a whole and other types of
stocks. "Value" stocks tend to be inexpensive relative to their earnings or
assets compared to other types of stocks. However, "value" stocks can continue
to be inexpensive for long periods of time and may not ever realize their full
value.

In response to market, economic, political or other conditions, FMR may
temporarily use a different investment strategy for defensive purposes. If FMR
does so, different factors could affect the Portfolio's performance and the
Portfolio may not achieve its investment objective.

In pursuing its objective of LONG-TERM GROWTH OF CAPITAL, the Portfolio normally
invests at least 65% of its total assets in equity-related securities of U.S.
companies that are believed to have strong capital appreciation potential.

-------------------------------------- The Portfolio's strategy is to combine
A GROWTH STOCK PORTFOLIO the efforts of two investment advisers
and to invest in the favorite stock
The Portfolio normally invests at selection ideas of three portfolio
least 65% of its total assets in the managers (two of whom invest as a team).
equity-related securities of U.S. Each investment adviser to the Portfolio
companies that are believed to have utilizes a growth style to select
strong capital appreciation potential. approximately 20 securities. The
The Portfolio is managed according to portfolio managers build a portfolio
a growth investment style. with stocks in which they have the
-------------------------------------- highest confidence and may invest more
than 5% of the Portfolio's assets in any
one issuer.

The Portfolio may actively and frequently trade its portfolio securities. The
Portfolio is nondiversified, meaning it can invest more than 5% of its assets in
the securities of any one issuer. Investing in a nondiversified mutual fund,
particularly a fund investing in approximately 40 equity-related securities,
involves greater risk than investing in a diversified fund because a loss
resulting from the decline in the value of one security may represent a greater
portion of the total assets of a nondiversified fund.

The primary equity-related securities in which the Portfolio invests are common
stocks. Generally, each investment adviser will consider selling or reducing a
stock position when, in their opinion, the stock has experienced a fundamental
disappointment in earnings; it has reached an intermediate-term price objective
and its outlook no longer seems sufficiently promising; a relatively more
attractive stock emerges; or the stock has experienced adverse price movement. A
price decline of a stock does not necessarily mean that an investment adviser
will sell the stock at that time. During market declines, either investment
adviser may add to positions in favored stocks,

<PAGE>

which can result in a somewhat more aggressive strategy, with a gradual
reduction of the number of companies in which the adviser invests. Conversely,
in rising markets, either investment adviser may reduce or eliminate fully
valued positions, which can result in a more conservative investment strategy,
with a gradual increase in the number of companies represented in the adviser's
portfolio segment.

WE'RE GROWTH INVESTORS

In deciding which stocks to buy, each investment adviser uses what is known as a
growth investment style. This means that each adviser will invest in stocks they
believe could experience superior sales or earnings growth.

In addition to common stocks in which the Portfolio primarily invests,
equity-related securities include nonconvertible preferred stocks; CONVERTIBLE
SECURITIES; American Depository Receipts (ADRS); warrants and rights that can be
exercised to obtain stock; investments in various types of business ventures,
including partnerships and joint ventures; real estate investment trusts
(REITS); and similar securities. Convertible securities are securities--like
bonds, corporate notes and preferred stocks--that can be converted into the
company's common stock or some other equity security.

The Portfolio may buy common stocks of companies of every size--small-,
medium-and large-capitalization--although its investments are mostly in medium-
and large-capitalization stocks. The Portfolio intends to be fully invested,
holding less than 5% of its total assets in cash under normal market conditions.

DIVISION OF ASSETS

STRATEGY. Under normal conditions, there will be an approximately equal division
of the Portfolio's assets between the two investment advisers. All daily cash
inflows (that is, purchases and reinvested distributions) and outflows (that is,
redemptions and expense items) will usually be divided between the two
investment advisers as the portfolio manager deems appropriate. There will be a
periodic rebalancing of each segment's assets to take account of market
fluctuations in order to maintain the approximately equal allocation. As a
consequence, the manager may allocate assets from the portfolio segment that has
appreciated more to the other.

OUR GROWTH STYLE

Alliance Capital Management's portfolio manager, Alfred Harrison, utilizes the
fundamental analysis and research of Alliance's large internal research staff.
In selecting stocks for the Portfolio, he emphasizes stock selection and
investment in a limited number of companies that have strong management,
superior industry positions, excellent balance sheets and the ability to
demonstrate superior earnings growth.

Jennison Associates' portfolio managers, Spiros Segalas and Kathleen
McCarragher, invest in mid-size and large companies experiencing some or all of
the following: high sales growth, high unit growth, high or improving returns on
assets and equity and a strong balance sheet. These companies generally trade at
high prices relative to their current earnings.

RISKS. Reallocations may result in additional costs since sales of securities
may result in higher portfolio turnover. Also, because each investment adviser
selects portfolio securities independently, it is possible that a security held
by one portfolio segment may also be held by the other portfolio segment of the
Portfolio or that the two advisers may simultaneously favor the same industry.
PIFM will monitor the overall portfolio to ensure that any such overlaps do not
create an unintended industry concentration. In addition, if one investment
adviser buys a security as the other adviser sells it, the net position of the
Portfolio in the security may be approximately the same as it would have been
with a single portfolio and no such sale and purchase, but the Portfolio will
have incurred additional costs. The portfolio manager will consider these costs
in determining the allocation of assets. The portfolio manager will consider the
timing of reallocation based upon the best interests of the Portfolio and its
shareholders. To maintain the Portfolio's federal income tax status as a
regulated investment company, Jennison Associates also may have to sell
securities on a periodic basis.

OTHER INVESTMENTS AND STRATEGIES

In addition to its principal strategies, the Portfolio also uses the following
investment strategies to try to increase its returns or protect its assets if
market conditions warrant.

<PAGE>

FOREIGN SECURITIES

The Portfolio may invest up to 20% of its total assets in FOREIGN SECURITIES,
including stocks and other equity-related securities, money market instruments
and other fixed-income securities of foreign issuers. The Portfolio does not
consider ADRs and other similar receipts or shares to be foreign securities.

MONEY MARKET INSTRUMENTS

The Portfolio may temporarily hold cash or invest in high-quality foreign or
domestic money market instruments pending investment of proceeds from new sales
of Portfolio shares or to meet ordinary daily cash needs subject to the policy
of normally investing at least 65% of the Portfolio's assets in equity-related
securities.

REPURCHASE AGREEMENTS

The Portfolio may use REPURCHASE AGREEMENTS.

TEMPORARY DEFENSIVE INVESTMENTS

In response to adverse market, economic, political or other conditions, the
Portfolio may temporarily invest up to 100% of its assets in MONEY MARKET
INSTRUMENTS. Investing heavily in these securities limits the ability to achieve
the investment objective, but can help to preserve the Portfolio's assets when
the equity markets are unstable.

OPTIONS ON SECURITIES INDEXES.

The Portfolio may purchase and write (that is, sell) put and call options on
securities indexes that are traded on U.S. or foreign securities exchanges or in
the over-the-counter market to try to enhance return or to hedge the Portfolio's
portfolio. The Portfolio may write covered put and call options to generate
additional income through the receipt of premiums, purchase put options in an
effort to protect the value of a security that it owns against a decline in
market value and purchase call options in an effort to protect against an
increase in the price of securities it intends to purchase. The Portfolio also
may purchase put and call options to offset previously written put and call
options of the same series. The Portfolio will write only "covered" options. The
Portfolio may purchase and sell stock index futures contracts and related
options on stock index futures. The Portfolio may purchase and sell futures
contracts on foreign currencies and related options on foreign currency futures
contracts.

U.S. GOVERNMENT SECURITIES

The Portfolio may invest in securities issued or guaranteed by the U.S. Treasury
or by an agency or instrumentality of the U.S. government. Not all U.S.
government securities are backed by the full faith and credit of the United
States. Some are supported only by the credit of the issuing agency.

OPTIONS ON FUTURES CONTRACTS

The Portfolio will also enter into options on futures contracts for certain bona
fide hedging, return enhancement and risk management purposes. The Portfolio may
purchase put and call options and write (that is, sell) "covered" put and call
options on futures contracts that are traded on U.S. and foreign exchanges.

FUTURES CONTRACTS ON FOREIGN CURRENCIES AND OPTIONS THEREON

The Portfolio may buy and sell futures contracts on foreign currencies and
purchase and write options thereon.

SHORT SALES

The Portfolio may use SHORT SALES.

DERIVATIVE STRATEGIES

The Portfolio may use various DERIVATIVE STRATEGIES to try to improve the
Portfolio's returns. The Portfolio may use hedging techniques to try to protect
the Portfolio's assets. We cannot guarantee that these strategies will work,
that the instruments necessary to implement these strategies will be available,
or that the Portfolio will not lose money.

<PAGE>

ADDITIONAL STRATEGIES

The Portfolio also follows certain policies when it BORROWS MONEY (the Portfolio
can borrow up to 33 1/3% of the value of its total assets); LENDS ITS SECURITIES
to others for cash management purposes (the Portfolio can lend up to 33 1/3% of
the value of its total assets including collateral received in the transaction);
and HOLDS ILLIQUID SECURITIES (the Portfolio may hold up to 15% of its net
assets in illiquid securities, including securities with legal or contractual
restrictions on resale, those without a readily available market and repurchase
agreements with maturities longer than seven days). The Portfolio is subject to
certain investment restrictions that are fundamental policies, which means they
cannot be changed without shareholder approval. For more information about these
restrictions, see the SAI.

PORTFOLIO TURNOVER

It is not a principal strategy of the Portfolio to actively and frequently trade
its portfolio securities to achieve its investment objective. Nevertheless, the
Portfolio may have an annual portfolio turnover rate of up to 200%. Portfolio
turnover is generally the percentage found by dividing the lesser of portfolio
purchases and sales by the monthly average value of the portfolio. High
portfolio turnover (100% or more) results in higher brokerage commissions and
other costs and can affect the Portfolio's performance.

* * *

OTHER INVESTMENTS AND STRATEGIES

As indicated in the description of the Portfolios above, certain Portfolios may
use the following investment strategies to increase return or protect assets if
market conditions warrant.

ADRS--are certificates representing the right to receive foreign securities that
have been deposited with a U.S. bank or a foreign branch of a U.S. bank.

CONVERTIBLE DEBT AND CONVERTIBLE PREFERRED STOCK--A convertible security is a
security--for example, a bond or preferred stock--that may be converted into
common stock of the same or different issuer. The convertible security sets the
price, quantity of shares and time period in which it may be so converted.
Convertible stock is senior to a company's common stock but is usually
subordinated to debt obligations of the company. Convertible securities provide
a steady stream of income which is generally at a higher rate than the income on
the company's common stock but lower than the rate on the company's debt
obligations. At the same time, they offer--through their conversion
mechanism--the chance to participate in the capital appreciation of the
underlying common stock. The price of a convertible security tends to increase
and decrease with the market value of the underlying common stock.

DERIVATIVES--A derivative is an investment instrument that derives its price,
performance, value, or cash flow from one or more underlying securities or other
interests. Derivatives involve costs and can be volatile. With derivatives, the
investment adviser tries to predict whether the underlying investment--a
security, market index, currency, interest rate or some other benchmark--will go
up or down at some future date. We may use derivatives to try to reduce risk or
to increase return consistent with a Portfolio's overall investment objective.
The investment adviser will consider other factors (such as cost) in deciding
whether to employ any particular strategy, or use any particular instrument. Any
derivatives we use may not fully offset a Portfolio's underlying positions and
this could result in losses to the Portfolio that would not otherwise have
occurred.

DOLLAR ROLLS--Dollar rolls involve the sale by the Portfolio of a security for
delivery in the current month with a promise to repurchase from the buyer a
substantially similar--but not necessarily the same--security at a set price and
date in the future. During the "roll period," the Portfolio does not receive any
principal or interest on the security. Instead, it is compensated by the
difference between the current sales price and the price of the future purchase,
as well as any interest earned on the cash proceeds from the original sale.

<PAGE>

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS--A foreign currency forward contract
is an obligation to buy or sell a given currency on a future date at a set
price. When a Portfolio enters into a contract for the purchase or sale of a
security denominated in a foreign currency, or when a Portfolio anticipates the
receipt in a foreign currency of dividends or interest payments on a security
which it holds, the Portfolio may desire to "lock-in" the U.S. dollar price of
the security or the U.S. dollar equivalent of such dividend or interest payment,
as the case may be. By entering into a forward contract for a fixed amount of
dollars, for the purchase or sale of the amount of foreign currency involved in
the underlying transactions, the Portfolio will be able to protect itself
against a possible loss resulting from an adverse change in the relationship
between the U.S. dollar and the foreign currency during the period between the
date on which the security is purchased or sold, or on which the dividend or
interest payment is declared, and the date on which such payments are made or
received. At the maturity of a forward contract, a Portfolio may either sell the
security and make delivery of the foreign currency or it may retain the security
and terminate its contractual obligation to deliver the foreign currency by
purchasing an "offsetting" contract with the same currency trader obligating it
to purchase, on the same maturity date, the same amount of the foreign currency.

FUTURES--A futures contract is an agreement to buy or sell a set quantity of an
underlying product at a future date, or to make or receive a cash payment based
on the value of a securities index. When a futures contract is entered into,
each party deposits with a futures commission merchant (or in a segregated
account) approximately 5% of the contract amount. This is known as the "initial
margin." Every day during the futures contract, either the buyer or the futures
commission merchant will make payments of "variation margin." In other words, if
the value of the underlying security, index or interest rate increases, then the
buyer will have to add to the margin account so that the account balance equals
approximately 5% of the value of the contract on that day. The next day, the
value of the underlying security, index or interest rate may decrease, in which
case the borrower would receive money from the account equal to the amount by
which the account balance exceeds 5% of the value of the contract on that day. A
stock index futures contract is an agreement between the buyer and the seller of
the contract to transfer an amount of cash equal to the daily variation margin
of the contract. No physical delivery of the underlying stocks in the index is
made.

INTEREST RATE SWAPS--In an interest rate swap, the Portfolio and another party
agree to exchange interest payments. For example, the Portfolio may wish to
exchange a floating rate of interest for a fixed rate. We would enter into that
type of a swap if we think interest rates are going down.

JOINT REPURCHASE ACCOUNT--In a joint repurchase transaction, uninvested cash
balances of various Portfolios are added together and invested in one or more
repurchase agreements. Each of the participating Portfolios receives a portion
of the income earned in the joint account based on the percentage of its
investment.

LOAN PARTICIPATIONS--In loan participations, the Portfolio will have a
contractual relationship with the lender but not with the borrower. This means
the Portfolio will only have rights to principal and interest received by the
lender. It will not be able to enforce compliance by the borrower with the terms
of the loan and may not have a right to any collateral securing the loan. If the
lender becomes insolvent, the Portfolio may be treated as a general creditor and
will not benefit from any set-off between the lender and the borrower.

MORTGAGE-RELATED SECURITIES are usually pass-through instruments that pay
investors a share of all interest and principal payments from an underlying pool
of fixed or adjustable rate mortgages. We may invest in mortgage-related
securities issued and guaranteed by the U.S. government or its agencies like the
Federal National Mortgage Association (Fannie Maes) and the Government National
Mortgage Association (Ginnie Maes) and debt securities issued (but not
guaranteed) by the Federal Home Loan Mortgage Company (Freddie Macs). Private
mortgage-related securities that are not guaranteed by U.S. governmental
entities generally have one or more types of credit enhancement to ensure timely
receipt of payments and to protect against default.

Mortgage-related securities include collateralized mortgage obligations,
multi-class pass through securities and stripped mortgage-backed securities. A
collateralized mortgage-backed obligation (CMO) is a security backed by an
underlying portfolio of mortgages or mortgage-backed securities that may be
issued or guaranteed by entities such as banks, U.S. governmental entities or
broker-dealers. A multi-class pass-through security is an equity interest in a
trust composed of underlying mortgage assets. Payments of principal and interest
on the mortgage assets and any reinvestment income provide the money to pay debt
service on the CMO or to make scheduled distributions on the multi-class
pass-through security. A stripped mortgage-backed security (MBS strip) may be
issued by U.S. governmental entities or by private institutions. MBS strips take
the pieces of a debt security (principal and interest)

<PAGE>

and break them apart. The resulting securities may be sold separately and may
perform differently. MBS strips are highly sensitive to changes in prepayment
and interest rates.

OPTIONS--A call option on stock is a short-term contract that gives the option
purchaser or "holder" the right to acquire a particular equity security for a
specified price at any time during a specified period. For this right, the
option purchaser pays the option seller a certain amount of money or "premium"
which is set before the option contract is entered into. The seller or "writer"
of the option is obligated to deliver the particular security if the option
purchaser exercises the option. A put option on stock is a similar contract. In
a put option, the option purchaser has the right to sell a particular security
to the option seller for a specified price at any time during a specified
period. In exchange for this right, the option purchaser pays the option seller
a premium. Options on debt securities are similar to stock options except that
the option holder has the right to acquire or sell a debt security rather than
an equity security. Options on stock indexes are similar to options on stocks,
except that instead of giving the option holder the right to receive or sell a
stock, it gives the holder the right to receive an amount of cash if the closing
level of the stock index is greater than (in the case of a call) or less than
(in the case of a put) the exercise price of the option. The amount of cash the
holder will receive is determined by multiplying the difference between the
index's closing price and the option's exercise price, expressed in dollars, by
a specified "multiplier". Unlike stock options, stock index options are always
settled in cash, and gain or loss depends on price movements in the stock market
generally (or a particular market segment, depending on the index) rather than
the price movement of an individual stock.

REAL ESTATE INVESTMENT TRUSTS (REITS)--A REIT is a company that manages a
portfolio of real estate to earn profits for its shareholders. Some REITs
acquire equity interests in real estate and then receive income from rents and
capital gains when the buildings are sold. Other REITs lend money to real estate
developers and receive interest income from the mortgages.

Some REITs invest in both types of interests.

REPURCHASE AGREEMENTS--In a repurchase transaction, the Portfolio agrees to
purchase certain securities and the seller agrees to repurchase the same
securities at an agreed upon price on a specified date. This creates a fixed
return for the Portfolio.

REVERSE REPURCHASE AGREEMENTS--In a reverse repurchase transaction, the
Portfolio sells a security it owns and agrees to buy it back at a set price and
date. During the period the security is held by the other party, the Portfolio
may continue to receive principal and interest payments on the security.

SHORT SALES--In a short sale, we sell a security we do not own to take advantage
of an anticipated decline in the stock's price. The Portfolio borrows the stock
for delivery and if it can buy the stock later at a lower price, a profit
results.

SHORT SALES AGAINST-THE-BOX--A short sale against-the-box means the Portfolio
owns securities identical to those sold short.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES--With when-issued or delayed
delivery securities, the delivery and payment can take place a month or more
after the date of the transaction. A Portfolio will make commitments for
when-issued transactions only with the intention of actually acquiring the
securities. A Portfolio's custodian will maintain in a segregated account,
liquid assets having a value equal to or greater than such commitments. If the
Portfolio 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
security, incur a gain or loss.

* * *

<PAGE>

HOW THE FUND IS MANAGED

BOARD OF DIRECTORS

The Board of Directors oversees the actions of the investment manager and the
sub-advisers and decides on general policies. The Board also oversees the Fund's
officers who conduct and supervise the daily business operations of the Fund.

INVESTMENT MANAGER

Prudential Investments Fund Management LLC (PIFM) serves as overall investment
manager for all of the "SP" Portfolios and to the Prudential Jennison Portfolio.
Prudential Investments Fund Management LLC, located at 100 Mulberry Street,
Newark, NJ is the investment adviser to the SP Aggressive Growth Asset
Allocation Portfolio, SP Alliance Large Cap Growth Portfolio, SP Davis Value
Portfolio, SP Deutsche International Equity Portfolio, SP Jennison International
Growth Portfolio, SP Prudential U.S. Emerging Growth Portfolio, SP Small/Mid Cap
Value Portfolio, and SP Strategic Partners Focused Growth Portfolio.

PIFM is responsible for selecting and monitoring one or more sub-advisors to
handle the day-to-day investment management of the Portfolio. For Portfolios
with more than one sub-adviser, PIFM is responsible for allocating assets among
the sub-advisers. PIFM, not the Portfolios, pay the fees of the sub-advisers.
Pursuant to an order issued by the SEC, each of these Portfolios may add or
change sub-advisers, or change the agreement with its sub-advisers, if PIFM and
the Board of Directors concludes that doing so is in the best interests of
contract owners investing in the Portfolio. The Portfolios can make these
changes without contract owner approval, but will notify contract owners
investing in the Portfolio of any such changes.

The following chart lists the total annualized investment advisory fees to be
paid in 2000 with respect to each of the Fund's Portfolios offered through this
prospectus.

--------------------------------------------------------------------------------
TOTAL ADVISORY FEES AS %
PORTFOLIO OF AVERAGE NET ASSETS
--------------------------------------------------------------------------------

SP Aggressive Growth Asset Allocation Portfolio 0.84*
SP Strategic Partners Focused Growth Portfolio 0.90

* The SP Aggressive Growth Asset Allocation Portfolio invests in shares of
other Fund Portfolios. The advisory fees for the Asset Allocation Portfolio
depicted above is the product of a blend of the advisory fees of those
other Fund Portfolios, plus a 0.05% annual advisory fee payable to PIFM.

INVESTMENT SUB-ADVISERS

JENNISON ASSOCIATES LLC, a Prudential subsidiary, serves as subadviser to the SP
Jennison International Growth Portfolio, SP Prudential U.S. Emerging Growth
Portfolio, the SP Strategic Partners Focused Growth Portfolio and the Prudential
Jennison Portfolio. Jennison's address is 466 Lexington Avenue, New York, NY,
and as of December 31, 1999, it had over $59 billion of assets under management.

ALLIANCE CAPITAL MANAGEMENT, L.P. serves as the sub-adviser to the SP Alliance
Large Cap Growth Portfolio and the SP Strategic Partners Focused Growth
Portfolio. The sub-adviser is located at 1345 Avenue of the Americas, New York,
New York 10105. Alliance is a leading international investment manager.
Alliance's clients are primarily major corporate employee benefit funds, public
employee retirement systems, investment companies, foundations and endowment
funds.

BANKERS TRUST COMPANY (BANKERS TRUST), with headquarters at 130 Liberty Street,
New York, New York 10006, acts as the sub-adviser to the SP Deutsche
International Equity Portfolio. Bankers Trust is an indirect wholly-owned
subsidiary of Deutsche Bank AG. As of September 30, 1999, Bankers Trust had
total assets under management of approximately $285 billion. Bankers Trust is
dedicated to servicing the needs of corporations, governments, financial
institutions, and private clients, and has invested retirement assets on behalf
of the nation's largest corporations and institutions for more than 50 years.

<PAGE>

DAVIS SELECTED ADVISERS, LP serves as the sub-adviser to the SP Davis Value
Portfolio. The sub-adviser is located at 124 East Elvira Street, Santa Fe, New
Mexico 87501.

FIDELITY--Fidelity Management & Research Company (FMR) is the sub-adviser to the
SP Small/Mid Cap Value Portfolio. As of March 31, 2000, FMR had approximately
$995 billion in discretionary assets under management. The address of FMR is 82
Devonshire Street, Boston, MA 02109.

-------------------------------------------------------------------------------
PORTFOLIO MANAGERS
-------------------------------------------------------------------------------

We set out below descriptions of the portfolio managers and for certain
Portfolios, the past performance of a similarly-managed mutual fund. THOSE
PERFORMANCE FIGURES DO NOT REFLECT VARIABLE INSURANCE CONTRACT FEES WHICH, IF
DEDUCTED, WOULD REDUCE PERFORMANCE. MOREOVER, AS DISCLOSED IN THE PROSPECTUS FOR
YOUR VARIABLE INSURANCE CONTRACT, THE SP PORTFOLIOS OF THE FUND ARE SUBJECT TO
EXPENSE LIMITATIONS WHICH, IF TERMINATED, WOULD INCREASE EXPENSES AND BE A
FACTOR IN LOWERING PERFORMANCE.

PRUDENTIAL JENNISON PORTFOLIO

This Portfolio is managed by Messrs. Spiros Segalas and Michael Del Balso and
Ms. Kathleen McCarragher of Jennison Associates. Mr. Segalas is a founding
member and President, Director, and Chief Investment Officer of Jennison. He has
been in the investment business for over 35 years. Mr. Segalas received a B.A.
from Princeton University and is a member of the New York Society of Security
Analysts. Mr. Del Balso, a Director and Executive Vice President of Jennison,
has been part of the Jennison team since 1972 when he joined the firm from
White, Weld & Company. Mr. Del Balso is a member of the New York Society of
Security Analysts. Ms. McCarragher, Director and Executive Vice President of
Jennison, is also Jennison's Growth Equity Investment Strategist, having joined
Jennison in 1998 after a 17 year investment career, including positions with
Weiss, Peck & Greer and State Street Research and Management Company, where she
was a member of the Investment Committee. She received B.B.A. from the
University of Wisconsin and an M.B.A. from Harvard Business School.

SP ALLIANCE LARGE CAP GROWTH PORTFOLIO

Alfred Harrison, Director and Vice Chairman of Alliance Capital Management
Corporation (ACMC) leads the team managing this Portfolio, with Syed Hasnain, a
Senior Portfolio Manager, also being directly involved.

Mr. Hasnain joined ACMC after working as a strategist with Merrill Lynch Capital
Markets. Previously he was an international economist with Citicorp and a
financial analyst at Goldman Sachs & Co. He holds a M. Phil in Finance from
Cambridge University, and Sc.B. from Brown University, and studied towards a
doctorate at Stanford Business School. Investment experience: 9 years.

We set out below performance information for ALLIANCE PREMIER GROWTH FUND, which
is a mutual fund managed by ACMC according to investment objectives and
practices that are substantially similar to those governing the SP Alliance
Large Cap Growth Portfolio. Alliance Premier Growth Fund and SP Alliance Large
Cap Growth Portfolio are separate funds with different expense structures and
portfolio holdings and different purchase and redemption patterns, and the past
performance of Alliance Premier Growth Fund is not indicative of the future
performance of SP Alliance Large Cap Growth Portfolio. If material differences
between the investment styles of Alliance Premier Growth Fund and SP Alliance
Large Cap Growth Portfolio should develop in the future, we will disclose such
differences. PIFM monitors the performance of SP Alliance Large Cap Growth
Portfolio, but not Alliance Premier Growth Fund. In general, Portfolio returns
are reduced by expenses under your variable insurance contract.

OTHER FUND PERFORMANCE

SEC STANDARDIZED AVERAGE ANNUAL TOTAL RETURNS
ALLIANCE PREMIER GROWTH FUND

(FOR THE PERIODS ENDED
DECEMBER 31, 1999) 1 YEAR 5 YEARS SINCE INCEPTION INCEPTION DATE

<S> <C> <C> <C> <C>
Class A 23.51% 34.86% 25.01% 9/28/92
Russell 1000 Growth Index(1) 33.16% 32.41% 23.43%

</TABLE>

(1) The Russell 1000 Growth Index is a measure of the Russell 1000 companies
with higher price-to-book ratios and higher forecasted growth values.

<PAGE>

SP AGGRESSIVE GROWTH ASSET ALLOCATION PORTFOLIO

For this Asset Allocation Portfolio, Prudential Investments invests in shares of
other Fund Portfolios according to the percentage allocations discussed in this
prospectus.

SP DAVIS VALUE PORTFOLIO

The following individuals provide day-to-day management of the SP Davis Value
Portfolio.

CHRISTOPHER C. DAVIS

Responsibilities:

o Vice President of Davis New York Venture Fund, Inc.

o Also manages or co-manages other equity funds advised by Davis Selected
Advisers.

Other Experience:

o Portfolio Manager of Davis New York Venture Fund since October 1995.

o Assistant Portfolio Manager and research analyst working with Shelby M.C.
Davis from September 1989 to September 1995.

KENNETH CHARLES FEINBERG

Responsibilities:

o Co-Portfolio Manager of Davis New York Venture Fund with Christopher C.
Davis since May 1998.

o Also co-manages other equity funds advised by Davis Selected Advisers.

Other Experience:

o Research analyst at Davis Selected Advisers since December 1994.

o Assistant Vice President of Investor Relations for Continental Corp. from
1988 to 1994.

We set out below performance information for DAVIS NEW YORK VENTURE FUND, which
is a mutual fund managed by Davis Selected Advisers, LP according to investment
objectives and practices that are substantially similar to those governing the
SP Davis Value Portfolio. Davis New York Venture Fund and SP Davis Value
Portfolio are separate funds with different expense structures and portfolio
holdings and different purchase and redemption patterns, and the past
performance of Davis New York Venture Fund is not indicative of the future
performance of SP Davis Value Portfolio. If material differences between the
investment styles of Davis New York Venture Fund and SP Davis Value Portfolio
should develop in the future, we will disclose such differences. PIFM monitors
the performance of SP Davis Value Portfolio, but not Davis New York Venture
Fund. In general, Portfolio returns are reduced by expenses under your variable
insurance contract.

<PAGE>

OTHER FUND PERFORMANCE

SEC STANDARDIZED AVERAGE ANNUAL TOTAL RETURNS
DAVIS NEW YORK VENTURE FUND

(FOR THE PERIODS ENDED
DECEMBER 31, 1999) 1 YEAR 5 YEARS 10 YEARS SINCE INCEPTION INCEPTION DATE

<S> <C> <C> <C> <C> <C>
Class A(1) 9.30% 20.57% 17.00% 14.86% 2/17/69
S&P 500(2) 21.04% 28.51% 18.17% 13.01%
</TABLE>

Average annual total returns earned by Class A shares of Davis New York Venture
Fund for the periods listed above, after adjusting for the maximum 4.75% sales
charge and with all distributions reinvested for the periods ended 12/31/99.

(1) The average annual total return given is since the date closest to the
inception date of the class with the longest performance history.

(2) The Standard & Poor's 500 Index is an unmanaged index of common stocks
frequently used as a general measure of U.S. stock market performance.

SP DEUTSCHE INTERNATIONAL EQUITY PORTFOLIO

The following portfolio managers are responsible for the day-to-day management
of the Portfolio's investments:

MICHAEL LEVY

Co-Lead Portfolio Manager.

International equity strategist, overseeing the design and implementation of the
firm's proprietary stock selection process.

28 years of business experience, 18 of them as an investment professional.

Degrees in mathematics and geophysics from the University of Michigan.

ROBERT REINER

Co-Lead Portfolio Manager.

Specializes in Japanese and European stock and market analysis.

Served as a Senior Financial Analyst at Scudder, Stevens & Clark from 1993 to
1994.

18 years of investment industry experience.

Degrees from the University of Southern California and Harvard University.

JULIE WANG

Co-Portfolio Manager.

Focuses on the Portfolio's Asia-Pacific investments and its emerging markets
exposure.

Served as Investment Manager for American International Group's Southeast Asia
portfolio from 1991 to 1994.

11 years of investment management experience.

BS in economics from Yale University, MBA from The Wharton School, University of
Pennsylvania.

We set out below performance information for DEUTSCHE INTERNATIONAL EQUITY FUND,
which is a mutual fund managed by Bankers Trust Company, an indirect
wholly-owned subsidiary of Deutsche Bank AG according to investment objectives
and practices that are substantially similar to those governing the SP Deutsche
International Equity Portfolio. Deutsche International Equity Fund and SP
Deutsche International Equity Portfolio are separate funds with different
expense structures and portfolio holdings and different purchase and redemption
patterns, and

<PAGE>

the past performance of Deutsche International Equity Fund is not indicative of
the future performance of SP Deutsche International Equity Portfolio. If
material differences between the investment styles of Deutsche International
Equity Fund and SP Deutsche International Equity Portfolio should develop in the
future, we will disclose such differences. PIFM monitors the performance of SP
Deutsche International Equity Portfolio, but not Deutsche International Equity
Fund. In general, Portfolio returns are reduced by expenses under your variable
insurance contract.

The following performance table compares the Deutsche International Equity Fund
performance to that of a broad-based securities market index.

OTHER FUND PERFORMANCE

SEC STANDARDIZED AVERAGE ANNUAL RETURNS
DEUTSCHE INTERNATIONAL EQUITY FUND

(FOR THE PERIODS ENDED
JUNE 30, 2000) 1 YEAR 5 YEARS SINCE INCEPTION INCEPTION DATE
DATE(1)
<S> <C> <C> <C> <C>

International Equity
Fund 23.37% 17.61% 16.82% 8/4/92
MSCI EAFE Index(1)(3) 17.16% 11.33% 12.33%
Lipper(2) 24.46% 13.15% 12.43%
International Funds
Average
</TABLE>

(1) The MSCI EAFE Index and Lipper International Funds Average are calculated
from July 31, 1992.

(2) Unweighted average annual return, net of fees and expenses, of all mutual
funds that invested primarily in stocks and other equity securities of
companies outside the United States during the periods covered.

(3) The MSCI EAFE Index of major markets in Europe, Australia and the Far East
is a widely accepted benchmark of international stock performance. It is a
model, not an actual portfolio. It tracks stocks in Australia, Austria,
Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Italy,
Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain,
Sweden, Switzerland and the United Kingdom.

SP JENNISON INTERNATIONAL GROWTH PORTFOLIO

The Portfolio is co-managed by Howard Moss and Blair Boyer. Mr. Moss and Mr.
Boyer have worked together managing international equity portfolios since 1989.
Howard Moss has been an Executive Vice President and Director of Jennison since
1993. Mr. Moss has been in the investment business for 30 years. Mr. Moss
received a B.A. from the University of Liverpool. Blair Boyer is an Executive
Vice President and Director of Jennison and has been with Jennison since 1993.
Mr. Boyer received a B.A. from Bucknell University and an M.B.A. from New York
University.

SP SMALL/MID CAP VALUE PORTFOLIO

Fidelity Management & Research Company is the Portfolio's sub-adviser. Jeff
Kerrigan is portfolio manager of the Small/Mid Cap Value Portfolio. Since
joining Fidelity in 1999, Mr. Kerrigan has worked as an analyst and manager.

SP PRUDENTIAL U.S. EMERGING GROWTH PORTFOLIO

Susan Hirsch has managed the retail fund counterpart of this Portfolio since it
began. Ms. Hirsch joined Prudential Investments in July 1996, and is now
employed by Jennison Associates LLC. Before that she was employed by Lehman
Brothers Global Asset Management from 1988 to 1996 and Delphi Asset Management
in 1996. She managed growth stock portfolios at both firms. Ms. Hirsch holds a
B.S. from Brooklyn College and is a member of the Financial Analysts Federation
and the New York Society of Security Analysts.

We set out below performance information for Prudential U.S. Emerging Growth
Fund, which is a mutual fund managed by PIFM, according to investment objectives
and practices that are substantially similar to those governing the SP
Prudential U.S. Emerging Growth Portfolio. Prudential U.S. Emerging Growth Fund
and SP Prudential U.S. Emerging Growth Portfolio are separate funds with
different expense structures and portfolio holdings and different

<PAGE>

purchase and redemption patterns, and the past performance of Prudential U.S.
Emerging Growth Fund is not indicative of the future performance of SP
Prudential U.S. Emerging Growth Portfolio. If material differences between the
investment styles of Prudential U.S. Emerging Growth Fund and SP Prudential U.S.
Emerging Growth Portfolio should develop in the future, we will disclose such
differences. In general, Portfolio returns are reduced by expenses under your
variable insurance contract.

OTHER FUND PERFORMANCE

SEC STANDARDIZED AVERAGE ANNUAL RETURNS (1) (AS OF 12-31-99)
PRUDENTIAL U.S. EMERGING GROWTH FUND

1 YEAR SINCE INCEPTION (12-31-96)

Class A shares 83.44% 39.88%
S&P 400 Mid-Cap Index (2) 14.72% 21.81%
Lipper Average (3) 72.56% 30.78%

1. The Fund's returns are after deduction of sales charges and expenses.
Without the distribution and service (12b-1) fee waiver for Class A shares,
the returns would have been lower.

2. The Standard & Poor's Mid-Cap 400 Stock Index (S&P 400 Mid-Cap Index)--an
unmanaged index of 400 domestic stocks chosen for market size, liquidity
and industry group representation-gives a broad look at how mid-cap stock
prices have performed. These returns do not include the effect of any sales
charges or operating expenses of a mutual fund portfolio. These returns
would be lower if they included the effect of sales charges and operating
expenses. The securities in the S&P 400 Mid-Cap Index may be very different
from those in the Portfolio. Source: Lipper Inc.

3. The Lipper Average is based on the average return of all mutual funds in
the Lipper Mid-Cap Growth Fund category and does not include the effect of
any sales charges. Again, these returns would be lower if they included the
effect of sales charges. Source: Lipper Inc.

SP STRATEGIC PARTNERS FOCUSED GROWTH PORTFOLIO

Alfred Harrison is portfolio manager for the portion of the Portfolio's assets
advised by Alliance. Mr. Harrison joined Alliance in 1978 and is manager of the
firm's Minneapolis office. He is Vice Chairman of Alliance Capital Management
Corporation.

Spiros Segalas and Kathleen McCarragher are co-portfolio managers for the
portion of the Portfolio's assets advised by Jennison. (See descriptions above,
under "Prudential Jennison Portfolio").

HOW TO BUY AND SELL SHARES OF THE FUND

The Fund offers two classes of shares in each Portfolio - Class I and Class II.
Each Class participates in the same investments within a given Portfolio, but
the Classes differ as far as their charges. Class I shares are sold only to
separate accounts of Prudential as investment options under certain Contracts.
Class II is offered only to separate accounts of non-Prudential insurance
companies as investment options under certain of their Contracts. This
prospectus covers only Class II shares, which are available under the Valuemark
variable annuity. Class II shares are subject to a 0.25% 12b-1 fee and a 0.15%
administrative fee.

Together with this prospectus, you should have received a prospectus for the
Valuemark variable annuity contract. You should refer to that prospectus for
further information on investing in the Portfolios.

Shares of a Portfolio are sold without any sales charge at the net asset value
of the Portfolio.

Shares are redeemed for cash within seven days of receipt of a proper notice of
redemption or sooner if required by law. There is no redemption charge. We may
suspend the right to redeem shares or receive payment when the New York Stock
Exchange is closed (other than weekends or holidays), when trading on the New
York Stock Exchange is restricted, or as permitted by the SEC.

NET ASSET VALUE

Any purchase or sale of Portfolio shares is made at the net asset value, or NAV,
of such shares. The price at which a purchase or redemption is made is based on
the next calculation of the NAV after the order is received in good

<PAGE>

order. The NAV of each share class of each Portfolio is determined once a
day--at 4:00 p.m. New York time--on each day the New York Stock Exchange is open
for business. If the New York Stock Exchange closes early on a day, the
Portfolios' NAVs will be calculated some time between the closing time and 4:00
p.m. on that day.

The NAV for each of the Portfolios is determined by a simple calculation. It's
the total value of a Portfolio (assets minus liabilities) divided by the total
number of shares outstanding.

To determine a Portfolio's NAV, its holdings are valued as follows:

EQUITY SECURITIES are generally valued at the last sale price on an exchange or
NASDAQ, or if there is not a sale on that day, at the mean between the most
recent bid and asked prices on that day. If there is no asked price, the
security will be valued at the bid price. Equity securities that are not sold on
an exchange or NASDAQ are generally valued by an independent pricing agent or
principal market maker.

A Portfolio may own securities that are primarily listed on foreign exchanges
that trade on weekends or other days when the Portfolios do not price their
shares. Therefore, the value of a Portfolio's assets may change on days when
shareholders cannot purchase or redeem Portfolio shares.

SHORT-TERM DEBT SECURITIES generally are valued at amortized cost. The amortized
cost valuation method is widely used by mutual funds. It means that the security
is valued initially at its purchase price and then decreases in value by equal
amounts each day until the security matures. It almost always results in a value
that is extremely close to the actual market value.

Short-term debt securities, including bonds, notes, debentures and other debt
securities, and money market instruments such as certificates of deposit,
commercial paper, bankers' acceptances and obligations of domestic and foreign
banks, with remaining maturities of more than 60 days, for which market
quotations are readily available, are valued by an independent pricing agent or
principal market maker (if available, otherwise a primary market dealer).

CONVERTIBLE DEBT SECURITIES that are traded in the over-the-counter market,
including listed convertible debt securities for which the primary market is
believed by PIFM or a sub-adviser to be over-the-counter, are valued at the mean
between the last bid and asked prices provided by a principal market maker (if
available, otherwise a primary market dealer).

OTHER DEBT SECURITIES--those that are not valued on an amortized cost basis--are
valued using an independent pricing service.

OPTIONS ON STOCK AND STOCK INDEXES that are traded on a national securities
exchange are valued at the last sale price on such exchange on the day of
valuation or, if there was no such sale on such day, at the mean between the
most recently quoted bid and asked prices on such exchange.

FUTURES CONTRACTS and OPTIONS ON FUTURES CONTRACTS are valued at the last sale
price at the close of the commodities exchange or board of trade on which they
are traded. If there has been no sale that day, the securities will be valued at
the mean between the most recently quoted bid and asked prices on that exchange
or board of trade.

FORWARD CURRENCY EXCHANGE CONTRACTS are valued at the cost of covering or
offsetting such contracts calculated on the day of valuation. Securities which
are valued in accordance herewith in a currency other than U.S. dollars shall be
converted to U.S. dollar equivalents at a rate obtained from a recognized bank,
dealer or independent service on the day of valuation.

OVER-THE-COUNTER (OTC) OPTIONS are valued at the mean between bid and asked
prices provided by a dealer (which may be the counterparty). The sub-adviser
will monitor the market prices of the securities underlying the OTC options with
a view to determining the necessity of obtaining additional bid and asked
quotations from other dealers to assess the validity of the prices received from
the primary pricing dealer.

SECURITIES FOR WHICH NO MARKET QUOTATIONS ARE AVAILABLE will be valued at fair
value under the direction of the Fund's Board of Directors.

DISTRIBUTOR

Prudential Investment Management Services LLC (PIMS) distributes the Fund's
shares under a Distribution Agreement with the Fund. PIMS' principal business
address is 751 Broad Street, Newark, New Jersey 07102-3777.

<PAGE>

OTHER INFORMATION

FEDERAL INCOME TAXES

If you own or are considering purchasing a Valuemark variable annuity contract,
you should consult the prospectus for that contract for tax information. You
should also consult with a qualified tax adviser for information and advice.

The SAI provides information about certain tax laws applicable to the Fund.

EUROPEAN MONETARY UNION

On January 1, 1999, 11 of the 15 member states of the European Monetary Union
introduced the "euro" as a common currency. During a three-year transitional
period, the euro will coexist with each participating state's currency and, on
July 1, 2002, the euro is expected to become the sole currency of the
participating states. During the transition period, the Fund will treat the euro
as a separate currency from that of any participating state. The conversion may
adversely affect the Fund if the euro does not take effect as planned; if a
participating state withdraws from the European Monetary Union; or if the
computing, accounting and trading systems used by the Fund's service providers,
or by entities with which the Fund or its service providers do business, are not
capable of recognizing the euro as a distinct currency at the time of, and
following, euro conversion. In addition, the conversion could cause markets to
become more volatile.

MONITORING FOR POSSIBLE CONFLICTS

The Fund sells its shares to fund variable life insurance contracts and variable
annuity contracts and is authorized to offer its shares to qualified retirement
plans. Because of differences in tax treatment and other considerations, it is
possible that the interest of variable life insurance contract owners, variable
annuity contract owners and participants in qualified retirement plans could
conflict. The Fund will monitor the situation and in the event that a material
conflict did develop, the Fund would determine what action, if any, to take in
response.

<PAGE>

FOR MORE INFORMATION

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

STATEMENT OF ADDITIONAL INFORMATION (SAI)

(incorporated by reference into this prospectus)

ANNUAL REPORT

(including a discussion of market conditions and strategies that significantly
affected the Portfolios' performance during the previous year)

SEMI-ANNUAL REPORT

To obtain these documents or to ask any questions about the Fund:

Call toll-free (800) 778-2255

Write to The Prudential Series Fund, Inc., 751 BROAD STREET, NEWARK, NJ
07102-3777

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

By Mail:

Securities and Exchange Commission
Public Reference Section
Washington, DC 20549-0102

By Electronic Request:

[email protected]

(The SEC charges a fee to copy documents.)

In Person:

Public Reference Room
in Washington, DC
(For hours of operation, call 1-202-942-8090)

Via the Internet:

on the EDGAR Database at
http://www.sec.gov

SEC File No. 811-03623