PRUDENTIAL INDIVIDUAL VARIABLE CONTRACT ACCOUNT, 485BPOS, 1995-05-01

PRUDENTIAL INDIVIDUAL VARIABLE CONTRACT ACCOUNT
485BPOS, 1995-05-01

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As filed with the SEC on ______________________. Registration No. 2-80897

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. [ ]

Post-Effective Amendment No. 21 [X]

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]

Amendment No. 26 [X]

(Check appropriate box or boxes)

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THE PRUDENTIAL INDIVIDUAL VARIABLE
CONTRACT ACCOUNT
(Exact Name of Registrant)

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
(Name of Depositor)

Prudential Plaza
Newark, New Jersey 07102-3777
(800) 445-4571
(Address and telephone number of principal executive offices)

-----------

Thomas C. Castano
Assistant Secretary

The Prudential Insurance Company of America
Prudential Plaza
Newark, New Jersey 07102-3777
(Name and address of agent for service)

Copy to:
Jeffrey C. Martin
Shea & Gardner
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036

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Individual Variable Annuity Contracts--The Registrant has registered an
indefinite amount of securities pursuant to Rule 24f-2 under the Investment
Company Act of 1940. The Rule 24f-2 notice for fiscal year 1994 was filed on
February 27, 1995.

It is proposed that this filing will become effective (check appropriate space):

[ ] immediately upon filing pursuant to paragraph (b) of Rule 485

[X] on May 1, 1995 pursuant to paragraph (b) of Rule 485
-----------
(date)

[ ] 60 days after filing pursuant to paragraph (a) of Rule 485

[ ] on __________________ pursuant to paragraph (a) of Rule 485
(date)

<PAGE>
CROSS REFERENCE SHEET
(as required by Rule 495(a) under the 1933 Act)
<TABLE>
<CAPTION>

N-4 Item Number and Caption Location
- --------------------------- --------
Part A
<S> <C>
1. Cover Page .................................... Cover Page

2. Definitions ................................... Definition of Special Terms Used in This Prospectus

3. Synopsis or Highlights ........................ Brief Description of the Contract; Fee Table

4. Condensed Financial Information ............... Accumulation Unit Values

5. General Description of Registrant,
Depositor, and Portfolio Companies ............ General Information About The Prudential, The Prudential Individual
Variable Contract Account, and The Variable Investment Options Available
Under the Contracts; The Fixed-Rate Option

6. Deductions and Expenses ....................... Brief Description of the Contract; Charges, Fees and Deductions;
Differences Under the WVA-83 Contract

7. General Description of Variable Annuity
Contracts ..................................... Part A: Brief Description of the Contract; Allocation of Purchase
Payments; Transfers; Death Benefit; The Fixed-Rate Option; Differences
Under the WVA-83 Contract; Voting Rights; Ownership of the Contract;
State Regulation
Part B: Participation in Divisible Surplus

8. Annuity Period ................................ Part A: Brief Description of the Contract; Effecting an Annuity;
Differences Under the WVA-83 Contract Part B: Item 22, Determination of
Subaccount Unit Values and of the Amount of Monthly Variable Annuity
Payment

9. Death Benefit ................................. Death Benefit; Effecting an Annuity; Differences Under the WVA-83 Contract

10. Purchases and Contract Value .................. Brief Description of the Contract; The Prudential Insurance Company of
America; Requirements for Issuance of a Contract; Valuation of Contract
Owners' Contract Funds

11. Redemptions ................................... Brief Description of the Contract; Short-Term Cancellation
Right or "Free Look"; Withdrawals; Charges, Fees and Deductions;
Differences Under the WVA-83 Contract; Effecting an Annuity

12. Taxes ......................................... Premium Taxes; Federal Tax Status

13. Legal Proceedings ............................. Litigation

14. Table of Contents of the Statement of
Additional Information ........................ Additional Information

</TABLE>

N-4 Item Number and Caption Location
- --------------------------- --------

Part B
<S> <C>
15. Cover Page .................................... Cover Page

16. Table of Contents .............................. Contents

17. General Information and History ............... Not Applicable

18. Services ...................................... Experts

19. Purchase of Securities Being Offered .......... Part A: Brief Description of the Contract; Charges, Fees and Deductions;
Sale of the Contract and Sales Commissions

20. Underwriters .................................. Part A: Sale of the Contract and Sales Commissions
Part B: Principal Underwriter

21. Calculation of Performance Data ............... Financial Statements of The Prudential Individual Variable Contract
Account

22. Annuity Payments .............................. Part A: Valuation of Contract Owner's Contract Fund; Effecting an Annuity;
Differences Under the WVA-83 Contract
Part B: Determination of Subaccount Unit Values and of the Amount of
Monthly Variable Annuity Payment

23. Financial Statements ........................... Financial Statements of The Prudential Individual Variable Contract
Account; Consolidated Financial Statements of The Prudential Insurance
Company of America and Subsidiaries
</TABLE>

Part C

Information required to be included in Part C is set forth under the
appropriate Item, so numbered in Part C to this Registration Statement.

<PAGE>

PART A

INFORMATION REQUIRED IN A PROSPECTUS

<PAGE>

PROSPECTUS

May 1, 1995

INDIVIDUAL VARIABLE ANNUITY CONTRACTS
OF
THE PRUDENTIAL INDIVIDUAL VARIABLE CONTRACT ACCOUNT

This prospectus describes Individual Variable Annuity Contracts (the "Contract")
issued by The Prudential Insurance Company of America ("The Prudential"). These
Contracts provide for the accumulation of purchase payments and for the payment
of benefits, either in the form of a monthly annuity after retirement or in a
lump sum at retirement or at an earlier time.

The Contract is purchased by making an initial payment of $1,000 or more;
subsequent payments must be $100 or more. Your accumulated purchase payments
will be allocated as you direct in one or more of the following ways: 1) in one
or more of thirteen subaccounts of The Prudential Individual Variable Contract
Account (the "Account"); 2) under a fixed-rate option; and 3) in a real estate
investment option. The assets of each subaccount of the Account will be invested
in a corresponding Portfolio of The Prudential Series Fund, Inc. (the "Series
Fund"). The attached prospectus for the Series Fund and its statement of
additional information describe the investment objectives of and the risks of
investing in the thirteen portfolios of the Series Fund currently available to
Contract owners: the Money Market Portfolio, the Bond Portfolio, the Government
Securities Portfolio, the Conservatively Managed Flexible Portfolio, the
Aggressively Managed Flexible Portfolio, the High Yield Bond Portfolio, the
Stock Index Portfolio, the High Dividend Stock Portfolio, the Common Stock
Portfolio, the Growth Stock Portfolio, the Small Capitalization Stock Portfolio,
the Global Equity Portfolio, and the Natural Resources Portfolio. Other
subaccounts and portfolios may be added in the future. Selection of the real
estate investment option involves allocation of part or all of your purchase
payments to The Prudential Variable Contract Real Property Account (the "Real
Property Account"), a separate account of The Prudential that, through a
partnership, invests primarily in income-producing real property. The Real
Property Account is described in a prospectus that is attached to this one. This
prospectus describes the Contract generally and The Prudential Individual
Variable Contract Account.

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

This prospectus provides information a prospective investor should know before
investing. Additional information about the Contract has been filed with the
Securities and Exchange Commission in a statement of additional information,
dated May 1, 1995, which information is incorporated herein by reference, and is
available without charge upon written request to The Prudential Insurance
Company of America, Prudential Plaza, Newark, New Jersey 07102-3777, or by
telephoning (800) 445-4571.

The Contents of the statement of additional information appear on page 26 of the
prospectus.

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

PLEASE READ THIS PROSPECTUS AND KEEP IT FOR FUTURE REFERENCE. IT IS ATTACHED TO
A CURRENT PROSPECTUS FOR THE PRUDENTIAL SERIES FUND, INC. AND A CURRENT
PROSPECTUS FOR THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY ACCOUNT.

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

The Prudential Insurance Company of America
Prudential Plaza
Newark, New Jersey 07102-3777
Telephone: (800) 445-4571

Prudential's Variable Investment Plan is a registered mark of The Prudential.
VIP-1 Ed 5-95
Catalog #64696D2

<PAGE>

PROSPECTUS CONTENTS

Page
DEFINITIONS OF SPECIAL TERMS USED IN THIS
PROSPECTUS .......................................... 1

BRIEF DESCRIPTION OF THE CONTRACT ........................ 2

FEE TABLE ................................................ 5

ACCUMULATION UNIT VALUES ................................. 8

GENERAL INFORMATION ABOUT THE PRUDENTIAL, THE
PRUDENTIAL INDIVIDUAL VARIABLE CONTRACT
ACCOUNT, AND THE VARIABLE INVESTMENT OPTIONS
AVAILABLE UNDER THE CONTRACT ........................ 11
The Prudential Insurance Company of America ......... 11
The Prudential Individual Variable Contract
Account ........................................... 11
The Prudential Series Fund, Inc. .................... 11
The Prudential Variable Contract Real Property
Account ........................................... 12

DETAILED INFORMATION ABOUT THE CONTRACT .................. 12
Requirements for Issuance of a Contract ............. 12
Short-Term Cancellation Right or "Free Look" ........ 13
Allocation of Purchase Payments ..................... 13
Additional Amounts .................................. 13
Transfers ........................................... 13
Withdrawals ......................................... 14
Death Benefit ....................................... 14
Valuation of Contract Owner's Contract Fund ......... 15

CHARGES, FEES, AND DEDUCTIONS ............................ 15
1. Premium Taxes .................................... 15
2. Sales Charges on Withdrawals ..................... 16
3. Recapture of Additional Amounts .................. 18
4. Annual Maintenance Charge ........................ 18
5. Charge for Assuming Mortality and Expense Risks .. 18
6. Expenses Incurred by the Series Fund ............. 18

THE FIXED-RATE OPTION ............................... 18

FEDERAL TAX STATUS .................................. 19
Taxes Payable by Contract Owners .................... 19
Withholding ......................................... 20
Taxes on The Prudential ............................. 20

EFFECTING AN ANNUITY ................................ 21
Annuity Options Under the VIP-86 Contract ........... 21
Annuity Options Under the WVA-83 and VIP-84
Contracts ......................................... 22
Legal Considerations Relating to Sex-Distinct
Annuity Purchase Rates ............................ 23

OTHER INFORMATION ................................... 23
Voting Rights ....................................... 23
Sale of the Contract and Sales Commissions .......... 24
Ownership of the Contract ........................... 24
Reports to Contract Owners .......................... 24
Performance Information ............................. 24
Substitution of Series Fund Shares .................. 25
Differences Under the WVA-83 Contract ............... 25
State Regulation .................................... 25
Litigation .......................................... 26
Additional Information .............................. 26

DIRECTORS AND OFFICERS .............................. 27

<PAGE>

DEFINITIONS OF SPECIAL TERMS USED IN THIS PROSPECTUS

annuitant--The person or persons designated by the Contract owner, upon whose
life or lives monthly annuity payments are based after an annuity is effected.

annuity contract or annuity--A contract designed to provide an annuitant with an
income, which may be a lifetime income, beginning on the annuity date.

annuity date--The date, specified in the Contract, when annuity payments are to
begin.

Contract anniversary date--The same day and month as the Contract date in each
later year.

Contract date--The date The Prudential received the initial purchase payment for
the Contract.

Contract fund--The total value attributable to a specific Contract representing
the sum of all the amounts in the Variable Account (defined below), the Real
Property Account (defined below), and the fixed-rate option (defined below).

Contract owner--The person who purchases an Individual Variable Annuity Contract
of Prudential's Variable Investment Plan(R) and makes the purchase payments. The
Contract owner will usually also be an annuitant, but need not be. The Contract
owner has all rights in the Contract before the annuity date, including the
right to make withdrawals or surrender the Contract, to designate and change the
beneficiaries who will receive the proceeds at the death of the annuitant before
the annuity date, to transfer funds among the variable investment options and
the fixed-rate option, and to designate a mode of settlement for the annuitant
on the annuity date.

Contract year--A year that starts on the Contract date or on a Contract
anniversary.

fixed-rate option--An investment option under which The Prudential credits
interest to the amount allocated at a rate periodically declared in advance by
The Prudential but not less than 3%.

subaccount--A division of the Account, the assets of which are invested in the
shares of the corresponding portfolio of the Series Fund.

Subaccount Annuity Unit--When a Contract owner elects to convert his or her
Variable Account into monthly variable annuity payments, the number of
Subaccount Units (defined below) credited to him or her in each subaccount is
first reduced to take into account any applicable sales charge and any state
premium taxes that may be payable. The remaining Subaccount Units are then
converted into a number of Subaccount Annuity Units of equal aggregate value. As
with Subaccount Units, the value of each Subaccount Annuity Unit also changes
each day to reflect investment results and expenses of and deductions of charges
from the underlying Series Fund portfolio, after deduction of the daily
equivalent of the annual charge of up to 1.2% for assuming expense and mortality
risks. For further discussion, see page C1 of the statement of additional
information.

Subaccount Unit--The Contract owner's Variable Account is credited with Units in
each subaccount in which he or she invests. The value of these Units changes
each day to reflect the investment results and expenses of and deductions of
charges from the Series Fund portfolios in which the assets of the subaccount
are invested, in much the same way that the share values of a mutual fund change
each day. The value of the Contract owner's Variable Account is the sum of the
value of Subaccount Units in each subaccount.

The Prudential Individual Variable Contract Account (the "Account")--A separate
account of The Prudential registered as a unit investment trust under the
Investment Company Act of 1940.

The Prudential Series Fund, Inc. (the "Series Fund")--A mutual fund with
separate portfolios, one or more of which may be chosen as an underlying
investment for the Contract.

The Prudential Variable Contract Real Property Account (the "Real Property
Account")--Separate account of The Prudential which, through a partnership,
invests primarily in income-producing real property.

valuation period--The period of time from one determination of the value of the
amount invested in a subaccount to the next. Such determinations are made when
the net asset values of the Portfolios of the Series Fund are calculated, which
is generally at 4:15 p.m. New York City time on each day during which the New
York Stock Exchange is open.

Variable Account--The value attributable to a specific Contract representing
amounts in all the subaccounts.

variable investment options--The subaccounts and the Real Property Account.

<PAGE>

BRIEF DESCRIPTION OF THE CONTRACT

The Prudential Individual Variable Annuity Contract. The Prudential Individual
Variable Annuity Contract (the "Contract") provides one way--there are many
others--of accumulating your savings, having them invested in one or more
securities portfolios with different investment objectives, and withdrawing them
(subject to any applicable withdrawal charges and taxes) when you need them,
preferably to supplement your monthly income after you retire but at any earlier
time if you wish. (The words "you" and "your" as used in this prospectus refer
to the owner of the Contract. See Ownership of the Contract, page 24. The word
"we" refers to The Prudential Insurance Company of America ("The Prudential").)
For many persons, a variable annuity contract may offer substantial advantages
as a long-term financial planning device over alternative forms of investment
(other than alternative tax-favored investments such as Individual Retirement
Accounts), primarily due to the manner in which the earnings on your
accumulating funds are taxed. See FEDERAL TAX STATUS, page 19.

This prospectus describes three forms of the Contract. One form, which was first
offered in 1983, is called the WVA-83 Contract (persons holding this Contract
can identify it by the WVA-83 designation which appears in the lower left corner
of the Contract cover page). A second form, which is a revised edition of the
WVA-83 Contract, is called the VIP-84 Contract (persons holding this Contract
can identify it by the VIP-84 designation which appears in the lower left corner
of the Contract cover page). The third form, which is a revised edition of the
VIP-84 Contract, is called the VIP-86 Contract (except as described below,
persons holding this Contract can identify it by the VIP-86 designation which
appears in the lower left corner of the Contract cover page). In Texas, this
Contract bears a VIP-89 designation; however, it will be referred to as the
VIP-86 Contract throughout this prospectus. Currently, only the VIP-86 Contract
is offered in all jurisdictions.

The three forms of Contract are basically similar, but there are some
significant differences. This prospectus describes each of the Contracts and
explains, where appropriate, the respects in which they differ. Because the
differences between the first form, WVA-83, and the later two forms are somewhat
extensive, a special section, Differences Under The WVA-83 Contract, is included
on page 24, to which reference will occasionally be made.

You may make purchase payments under your Contract at regular intervals or from
time to time as you have funds available. Your first payment must be at least
$1,000. Thereafter each payment must be $100 or more. See Requirements for
Issuance of a Contract, page 12.

Purchase payments are held in one or more subaccounts of The Prudential
Individual Variable Contract Account (the "Account") as you direct. You may also
choose to invest all or part of your purchase payments in The Prudential
Variable Contract Real Property Account (the "Real Property Account"), which,
through a partnership, invests primarily in income-producing real property. If a
Contract owner elects to invest a portion of his or her purchase payments in the
Real Property Account, the assets will be maintained in a subaccount of the Real
Property Account related to the Contract that provides the mechanism and
maintains the records whereby the various Contract charges are made. The
investment objectives of the Real Property Account and the partnership are
described briefly under The Prudential Variable Contract Real Property Account
on page 12. Additionally, you may direct that all or part of your payment be
allocated to a fixed-rate option providing for the addition of interest at a
guaranteed rate upon the amount so held. Initially, you must allocate at least
$300 to a subaccount in which you choose to invest. Your subsequent investments
in that subaccount must be in amounts no less than $100 each. Each subaccount is
invested in a corresponding portfolio of The Prudential Series Fund, Inc. (the
"Series Fund"), a series mutual fund for which The Prudential is the investment
advisor. The Series Fund currently has thirteen portfolios available for
investment by Contract owners. The Money Market Portfolio is invested in
short-term debt obligations similar to those purchased by money market funds;
the Bond Portfolio is invested primarily in high quality medium-term corporate
and government debt securities; the Government Securities Portfolio is invested
primarily in U.S. Government securities including intermediate and long-term
U.S. Treasury securities and debt obligations issued by agencies of or
instrumentalities established, sponsored or guaranteed by the U.S. Government;
the Conservatively Managed Flexible Portfolio is invested in a mix of money
market instruments, fixed income securities, and common stocks, in proportions
believed by the investment manager to be appropriate for an investor who desires
diversification of investment who prefers a relatively lower risk of loss and a
correspondingly reduced chance of high appreciation; the Aggressively Managed
Flexible Portfolio is invested in a mix of money market instruments, fixed
income securities, and common stocks, in proportions believed by the investment
manager to be appropriate for an investor desiring diversification of investment
who is willing to accept a relatively high level of loss in an effort to achieve
greater appreciation; the High Yield Bond Portfolio is invested primarily in
high yield fixed income securities of medium to lower quality, also known as
high risk bonds; the Stock Index Portfolio is invested in common stocks selected
to duplicate the price and yield performance of the Standard & Poor's 500
Composite Stock Price Index; the High Dividend Stock Portfolio is invested
primarily in common stocks and convertible securities that provide favorable
prospects for investment income returns above those of the Standard & Poor's 500
Stock Index or the NYSE Composite Index; the Common Stock Portfolio is invested
primarily in common stocks; the Growth Stock Portfolio is invested primarily in
equity securities of established

<PAGE>

companies with above-average growth prospects; the Small Capitalization Stock
Portfolio is invested primarily in equity securities of publicly-traded
companies with small market capitalization; the Global Equity Portfolio is
invested primarily in common stocks and common stock equivalents (such as
convertible debt securities) of foreign and domestic issuers; and the Natural
Resources Portfolio is invested primarily in common stocks and convertible
securities of natural resource companies, and in securities (typically debt
securities or preferred stock) the terms of which are related to the market
value of a natural resource. Further information about the Series Fund
Portfolios can be found under The Prudential Series Fund, Inc. on page 11, and
in the attached prospectus for the Series Fund.

You may place all of your payment in one subaccount, in the Real Property
Account or in the fixed-rate option, or divide it among any of the thirteen
subaccounts, the Real Property Account and the fixed-rate option, subject to the
applicable minimum requirements. You may transfer funds from one subaccount to
another, to the Real Property Account, and to the fixed-rate option. There are
limitations upon transfers from the fixed-rate option and to and from the Real
Property Account. See Transfers, page 13. The amount credited to you in the
variable investment options will initially be equal to that part of your
purchase payment that you choose to invest in each option. Thereafter the value
of your holdings in the variable investment options, after deducting charges
payable under the Contract, will vary in accordance with investment results. See
Valuation of Contract Owner's Contract Fund, page 15, and page C1 of the
statement of additional information. The total value attributable to a specific
Contract representing amounts allocated to all subaccounts, the Real Property
Account, and the fixed-rate option is known as the "Contract fund". You will
receive confirmations of every purchase payment you make. You will also receive
annual statements showing the status of your Contract fund.

The Contracts described in this prospectus have an attractive feature. During
the first 3 Contract years, and in Contract years thereafter at The Prudential's
discretion, The Prudential will add an additional amount, as a bonus, of 1% to
every purchase payment. The Prudential reserves the right to limit its payment
of such additional amounts under a particular Contract to $1,000 in each
Contract year. This additional amount will be allocated among the subaccounts,
the Real Property Account, and the fixed-rate option in the same proportions as
the purchase payment to which it is added. See Additional Amounts, page 13.
During the first 8 Contract years following a purchase payment, the bonus
attributable to any portion of that purchase payment that is withdrawn will be
recaptured by The Prudential, unless such withdrawn purchase payment is used to
effect an annuity that is not subject to a sales charge or is subject to a
reduced sales charge. See Sales Charges on Withdrawals, page 16 and Recapture of
Additional Amounts, page 18.

If you need all or part of your money at any time, you may request a withdrawal.
The amount you request will be deducted from your Contract fund. See
Withdrawals, page 14. As long as the Contract remains in effect, you may
withdraw the amount credited to you in a lump sum or use it to effect a monthly
annuity that will continue as long as the annuitant[s] you select live or for
some other period you select. Other than an annuity selected under the
Supplemental Life Annuity Option, WVA-83 and VIP-84 Contract owners may elect to
receive a variable annuity. If you elect a variable annuity option, annuity
payments will vary each month in accordance with the investment performance of
the subaccount[s] you have chosen. See page C1 of the statement of additional
information. If you elect a fixed-dollar annuity option, annuity payments will
be in monthly installments of guaranteed amounts. VIP-86 Contract owners may
only elect a fixed-dollar annuity option. A sales charge may be deducted from
the amount withdrawn. Withdrawals may be subject to tax and, in certain
circumstances, a tax penalty. This sales charge will be higher with respect to
withdrawals of purchase payments made in early years, soon after the purchase
payments are made. See Sales Charges on Withdrawals, page 16, Taxes Payable by
Contract Owners, page 19, and EFFECTING AN ANNUITY, page 21.

Charges under the Contracts. The charges made by The Prudential are intended to
compensate it for paying various categories of expenses incurred in maintaining
and operating the Account (up to $30 annually, if applicable) and for assuming
mortality and expense risks under the Contracts (an annual rate of up to 1.2% of
the assets held in the variable investment options). In addition, there are
other expenses incurred in connection with the operation and management of the
Series Fund, the most significant of which is an investment management fee
ranging from an annual rate of 0.35% to 0.75% of the aggregate average daily net
assets in each of the portfolios. For more information regarding these charges,
see CHARGES, FEES, AND DEDUCTIONS, page 15. There is also a management fee and
other expenses assessed against the assets of the real property partnership. See
The Prudential Variable Contract Real Property Account, page 12.

A deferred sales charge is imposed to reimburse The Prudential for distribution
expenses such as commissions paid to sales personnel, costs of advertising and
sales promotions, prospectus costs, and costs of sales administration. Many
mutual funds, other than no-load funds, make this charge by deducting a
percentage of the investor's purchase payment and investing only the remainder.
Under the Contracts described in this prospectus, each purchase payment you make
(after deduction of any applicable amount needed to pay taxes attributable to
premiums) is allocated to the subaccounts designated by you, to the Real
Property Account or to the fixed-rate

<PAGE>

option. In any Contract year you may make withdrawals without charge of up to
10% of your Contract fund value on the date of the first withdrawal in that
Contract year. A sales charge may be deducted on withdrawals above 10%. The
charge is 8% (the maximum charge) of each purchase payment withdrawn during the
same Contract year that it was made. Thereafter the charge decreases by 1% per
Contract year. Purchase payments withdrawn 8 or more Contract years after they
were made are subject to no sales charge at all. See Sales Charges on
Withdrawals, page 16. Withdrawals may be subject to tax under the Internal
Revenue Code (the "Code"). See Withdrawals, page 14, and Taxes Payable by
Contract Owners, page 19.

On any Contract subject to a tax attributable to premiums, The Prudential will
deduct the tax, as provided under applicable law, from the purchase payment when
received, or from the Contract fund at the time the annuity is effected. The
deduction for taxes imposed on purchase payments will be lower, or not made at
all, if total purchase payments meet certain minimum amounts. See Premium Taxes,
page 15.

Transfers Among Investment Options. Transfers may be made from one subaccount to
another, to the Real Property Account or to the fixed-rate option if the amount
transferred is $300 or more and any amount remaining to your credit in the
subaccount after the transfer is not less than $300. Also, you can transfer the
total amount remaining in any subaccount even if that amount is less than $300.
Up to four transfers a year between subaccounts, to the Real Property Account or
to the fixed-rate option may be made during the period before annuity payments
begin. Transfers from the fixed-rate option to the subaccounts are permitted
only once each Contract year, and there are other limitations on such transfers.
See Transfers, page 13. Transfers to and from the Real Property Account are
subject to restrictions described in the accompanying prospectus for the Real
Property Account.

WVA-83 Contract owners and VIP-84 Contract owners may convert their Contract
fund into either a variable (if available) or fixed-dollar annuity or both.
After variable annuity payments begin, the annuitant may make full or partial
transfers from any subaccount to one or more other subaccounts. The Prudential's
consent is needed if (1) more than four transfers are made in a year, or (2) for
a partial transfer, either the number of Subaccount Annuity Units to be
transferred or the number to be retained, multiplied by the corresponding
Subaccount Annuity Unit Value on the effective date of the transfer, is less
than $20. Transfer requests may be in writing. Transfer requests may also be
made by telephone. A transfer will generally be made at the end of the valuation
period in which your proper written request or authorized telephone request is
received by The Prudential. See Transfers, page 13.

Free Look. For a limited time, a Contract may be returned for a refund in
accordance with the terms of its "free-look" provision. See Short-Term
Cancellation Right or "Free Look", page 13.

How to Contact The Prudential. All written requests and notices required by the
Contracts, such as withdrawal or transfer requests, and any questions or
inquiries should be sent to your designated Prudential Service Office.

This Brief Description of the Contract is intended to provide a broad overview
of the more significant features of the Contract. More detailed information will
be found in subsequent sections of this prospectus and in the Contract document.

<PAGE>

FEE TABLE

Contract Owner Transaction Expenses
Sales Load Imposed on Purchase
Payments ............................. None (1% bonus added to payment up to a
maximum bonus of $1,000 per Contract
year)

Maximum Deferred Sales Load:

Maximum Deferred Sales Charge as a
Contract Years After Payment Percentage of Purchase Payment Withdrawn*
---------------------------- -----------------------------------------

0 .............................. 8% plus return of 1% bonus
1 year ......................... 7% plus return of 1% bonus
2 years ........................ 6% plus return of 1% bonus
3 years ........................ 5% plus return of 1% bonus
4 years ........................ 4% plus return of 1% bonus
5 years ........................ 3% plus return of 1% bonus
6 years ........................ 2% plus return of 1% bonus
7 years ........................ 1% plus return of 1% bonus
8 or more years ................ 0%

*The deferred sales load is not imposed on that portion of the withdrawals made
in any Contract year equal to the first 10% of the Contract fund.

Annual Administrative Charge ........................................... None*

*If the Contract fund is less than $10,000, a $30 annual charge is assessed.
This $30 fee will not be charged if the Contract fund is less than $10,000 as a
result of a withdrawal due to confinement in a nursing home or hospital, or due
to a terminal illness.

Separate Account Annual Expenses (as a percentage of average Contract fund)

All Subaccounts
---------------
Total Separate Account
Annual Expenses (Mortality and Expense Risk Fee)........... 1.20%
=====

<TABLE>
The Prudential Series Fund, Inc. Annual Expenses
(as a percentage of portfolio average net assets)
<CAPTION>
Conservatively Aggressively High
Money Government Managed Managed Yield
Market Bond Securities Flexible Flexible Bond
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investment Management Fee .............. .40% .40% .40% .55% .60% .55%
Other Expenses ......................... .07% .05% .05% .06% .06% .10%
---- ---- ---- ---- ---- ----

Total Series Fund Annual Expenses ...... .47% .45% .45% .61% .66% .65%
==== ==== ==== ==== ==== ====

</TABLE>

Small
Stock High Common Growth Capitalization Global Natural
Index Dividend Stock Stock Stock Equity Resources
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Management Fee ............ .35% .40% .45% .60% .40% .75% .45%
Other Expenses ....................... .07% .12% .10% .15% .22% .48% .16%
---- ---- ---- ---- ---- ----- ----

Total Series Fund Annual Expenses .... .42% .52% .55% .75% .62% 1.23% .61%
==== ==== ==== ==== ==== ===== ====
</TABLE>

5
<PAGE>

The purpose of the foregoing tables is to assist the Contract owners in
understanding the expenses of The Prudential Individual Variable Contract
Account and The Prudential Series Fund, Inc. (the "Series Fund") that they bear,
directly or indirectly. See the sections on charges in this prospectus and the
attached prospectus for the Series Fund. The above tables do not include any
taxes attributable to premiums.

Except for the Global Equity Portfolio, The Prudential reimburses a portfolio
when its ordinary operating expenses, excluding taxes, interest, and brokerage
commissions exceed 0.75% of the portfolio's average daily net assets. The
amounts listed for the portfolios under "Other Expenses" are based on amounts
incurred in the last fiscal year.

The Growth Stock and Small Capitalization Stock Portfolios were not in operation
in 1994 and therefore do not have actual expense amounts available.
Consequently, for the fee table above and the examples that follow, the figures
shown as "Other Expenses" and total expenses are based on estimated amounts for
the current fiscal year. It is anticipated that as average net assets of both
portfolios grow, the magnitude of "Other Expenses" will decrease and become
comparable to that of other portfolios.

Examples of Fees and Expenses.

The following examples, and those on page 7, illustrate the cumulative dollar
amount of all the above expenses that would be incurred on each $1,000
investment.

o The examples assume a consistent 5% annual return on invested assets;

o The examples do not take into consideration any taxes attributable to
premiums which may be payable at the time of annuitization or at the
time of purchase payments;

o The amounts shown are overstated for Contract funds over $10,000 and
understated for Contract funds less than $10,000.

o The examples assume that the operating expenses incurred in 1994 will
continue for a 10 year period, and that any caps applied to the
expenses will also continue.

For periods less than 10 years, the expenses shown in Table I, describe
applicable charges for the withdrawal, or surrender, of your entire Contract
fund. The examples should not be considered a representation of past or future
expenses; actual expenses incurred in any given year may be more or less than
those shown in the examples.

The following example shows how the Year 1 expenses shown in Table I were
calculated for the Aggressively Managed Flexible Portfolio, for each $1,000
invested. This assumes a withdrawal is made just prior to the end of the first
year after payment. The amount of the Annual Administrative Charge in this
example is calculated in a manner prescribed by the Securities and Exchange
Commission.

<TABLE>
<CAPTION>
<S> <C> <C>
Initial Investment $1,000.00
Plus 1% bonus ($1,000 + $10) 1,010.00
5% Assumed Rate of Return ($1,010 x 1.05) 1,060.50
Average Value of Funds [($1,010 + $1,060.50)/2] 1,035.25
Annual Expenses (1.2 risk fees + 0.60 management fee + 0.06 expense) 1.86%
Annual Administrative Charge .93
Total Contract Expenses ($1,035.25 x 1.86%) + $0.93 20.19

Contingent Deferred Sales Charge computation for surrender or withdrawal of
entire fund:

Net Contract fund ($1,060.50 - $20.19) $1,040.31
10% Charge-free withdrawal 104.03
Initial investment 1,000.00*
Amount subject to surrender charge ($1,000 - $104.03) 895.97
Surrender charge @ 8% 71.68
Plus Total Contract Expenses (as calculated above) 20.19
---------
TOTAL CHARGES $ 91.87
</TABLE>

*Note that in this example, The Prudential would recapture the 1% bonus that had
been credited to the initial investment.

6
<PAGE>

Examples

TABLE I
- -------
If you withdraw your entire Contract fund or surrender your Contract just prior
to the end of the applicable time period, you would pay the following cumulative
expenses on each $1,000 invested, assuming 5% annual return on assets:

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
Money Market Portfolio....................... $ 90 $110 $132 $211
Bond Portfolio............................... $ 90 $109 $131 $209
Government Securities Portfolio.............. $ 90 $109 $131 $209
Conservatively Managed Flexible Portfolio.... $ 91 $114 $140 $227
Aggressively Managed Flexible Portfolio...... $ 92 $116 $143 $232
High Yield Bond Portfolio.................... $ 92 $115 $142 $231
Stock Index Portfolio........................ $ 89 $108 $130 $206
High Dividend Stock Portfolio................ $ 90 $111 $135 $217
Common Stock Portfolio....................... $ 91 $112 $137 $220
Growth Stock Portfolio....................... $ 93 $119 $147 $242
Small Capitalization Stock Portfolio......... $ 91 $115 $140 $228
Global Equity Portfolio...................... $ 98 $134 $173 $292
Natural Resources Portfolio.................. $ 91 $114 $140 $227

As an example, if the entire Contract fund is invested in the Aggressively
Managed Flexible Portfolio, and you surrendered your entire Contract just prior
to the end of 1 year, you would pay $92 per $1,000 invested, reflecting all
charges including the 8% contingent deferred sales charge.

TABLE II
- --------
If you annuitize just before the end of the applicable time period, you would
pay the following cumulative expenses on each $1,000 invested, assuming 5%
annual return on assets:

(Note: The 1, 3, and 5 Year columns reflect the imposition of the contingent
deferred sales charge; however, some of the annuity options may not be subject
to this charge after year 3. Where this is the case, the expenses shown in Table
III below would be applicable. See page 16 under the Sales Charges on
Withdrawals section.)

TABLE III
- ---------
If you do not withdraw any portion of your Contract fund as of the end of the
applicable time period, you would pay the following cumulative expenses on each
$1,000 invested, assuming 5% annual return on assets:

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
Money Market Portfolio....................... $ 18 $ 56 $ 97 $211
Bond Portfolio............................... $ 18 $ 56 $ 96 $209
Government Securities Portfolio.............. $ 18 $ 56 $ 96 $209
Conservatively Managed Flexible Portfolio.... $ 20 $ 61 $105 $227
Aggressively Managed Flexible Portfolio...... $ 20 $ 62 $107 $232
High Yield Bond Portfolio.................... $ 20 $ 62 $107 $231
Stock Index Portfolio........................ $ 18 $ 55 $ 95 $206
High Dividend Stock Portfolio................ $ 19 $ 58 $100 $217
Common Stock Portfolio....................... $ 19 $ 59 $101 $220
Growth Stock Portfolio....................... $ 21 $ 65 $112 $242
Small Capitalization Stock Portfolio......... $ 20 $ 61 $105 $228
Global Equity Portfolio...................... $ 26 $ 80 $137 $292
Natural Resources Portfolio.................. $ 20 $ 61 $105 $227

Notice that in all 3 of the above tables, the level of cumulative charges is
identical for the 10 year column. This is because at that point there are no
contingent deferred sale charges taken by The Prudential upon surrender or
annuitization. It may be helpful to consider the dollar amounts shown as
percentages of the amount invested ($1,000) over the period specified. In the
case of the Aggressively Managed Flexible Portfolio, $232 at the end of 10 years
equals $23.20 per year, or approximately 2.3% of $1,000.

ACCUMULATION UNIT VALUES
THE PRUDENTIAL INDIVIDUAL VARIABLE CONTRACT ACCOUNT
PRUDENTIAL'S VARIABLE INVESTMENT PLAN
(Condensed Financial Information)
<CAPTION>
SUBACCOUNTS
--------------------------------------------------------------------------
MONEY MARKET
--------------------------------------------------------------------------
01/01/94 01/01/93 01/01/92 01/01/91 01/01/90 01/01/89
to to to to to to
12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 12/31/89
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
1. Accumulation unit value at beginning of
period......................................... $ 1.796 $ 1.766 $ 1.722 $ 1.641 $ 1.536 $ 1.423
2. Accumulation unit value at end of period....... 1.847 1.796 1.766 1.722 1.641 1.536
3. Number of accumulation units outstanding at end
of period...................................... 19,719,686 21,196,310 25,559,750 27,651,809 28,665,736 21,867,895

<CAPTION>
SUBACCOUNTS
-----------------------------------------------
MONEY MARKET
-----------------------------------------------
01/01/88 01/01/87 01/01/86 01/01/85
to to to to
12/31/88 12/31/87 12/31/86 12/31/85
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
1. Accumulation unit value at beginning of
period......................................... $ 1.341 $ 1.274 $ 1.210 $ 1.135
2. Accumulation unit value at end of period....... 1.423 1.341 1.274 1.210
3. Number of accumulation units outstanding at end
of period...................................... 20,062,883 15,655,197 9,517,872 9,864,682

<CAPTION>
BOND
---------------------------------------------------------------------------
01/01/94 01/01/93 01/01/92 01/01/91 01/01/90 01/01/89
to to to to to to
12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 12/31/89
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
1. Accumulation unit value at beginning of
period......................................... $ 2.541 $ 2.335 $ 2.204 $ 1.916 $ 1.790 $ 1.596
2. Accumulation unit value at end of period....... 2.430 2.541 2.335 2.204 1.916 1.790
3. Number of accumulation units outstanding at end
of period...................................... 19,297,770 22,228,674 19,270,816 15,157,524 13,436,702 14,674,397

<CAPTION>
BOND
----------------------------------------------------
01/01/88 01/01/87 01/01/86 01/01/85
to to to to
12/31/88 12/31/87 12/31/86 12/31/85
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
1. Accumulation unit value at beginning of
period......................................... $ 1.493 $ 1.507 $ 1.332 $ 1.137
2. Accumulation unit value at end of period....... 1.596 1.493 1.507 1.332
3. Number of accumulation units outstanding at end
of period...................................... 16,270,961 14,659,724 16,364,520 10,632,891

<CAPTION>
COMMON STOCK
---------------------------------------------------------------------------
01/01/94 01/01/93 01/01/92 01/01/91 01/01/90 01/01/89
to to to to to to
12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 12/31/89
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
1. Accumulation unit value at beginning of
period......................................... $ 3.681 $ 3.056 $ 2.709 $ 2.176 $ 2.323 $ 1.812
2. Accumulation unit value at end of period....... 3.738 3.681 3.056 2.709 2.176 2.323
3. Number of accumulation units outstanding at end
of period...................................... 44,189,146 39,039,555 29,987,497 25,189,460 23,155,951 24,216,949

<CAPTION>
COMMON STOCK
--------------------------------------------------
01/01/88 01/01/87 01/01/86 01/01/85
to to to to
12/31/88 12/31/87 12/31/86 12/31/85
---------- -------- -------- ----------
<S> <C> <C> <C> <C>
1. Accumulation unit value at beginning of
period......................................... $ 1.567 $ 1.560 $ 1.372 $ 1.045
2. Accumulation unit value at end of period....... 1.812 1.567 1.560 1.372
3. Number of accumulation units outstanding at end
of period...................................... 26,268,202 35,615,496 25,128,910 11,132,558

<CAPTION>
AGGRESSIVELY MANAGED FLEXIBLE
---------------------------------------------------------------------------
01/01/94 01/01/93 01/01/92 01/01/91 01/01/90 01/01/89
to to to to to to
12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 12/31/89
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
1. Accumulation unit value at beginning of
period......................................... $ 2.955 $ 2.587 $ 2.434 $ 1.963 $ 1.950 $ 1.621
2. Accumulation unit value at end of period....... 2.828 2.955 2.587 2.434 1.963 1.950
3. Number of accumulation units outstanding at end
of period...................................... 86,950,166 82,697,681 67,080,104 57,549,789 59,624,634 64,761,817

<CAPTION>
AGGRESIVELY MANAGED FLEXIBLE
--------------------------------------------------
01/01/88 01/01/87 01/01/86 01/01/85
to to to to
12/31/88 12/31/87 12/31/86 12/31/85
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
1. Accumulation unit value at beginning of
period......................................... $ 1.453 $ 1.498 $ 1.313 $ 1.055
2. Accumulation unit value at end of period....... 1.621 1.453 1.498 1.313
3. Number of accumulation units outstanding at end
of period...................................... 72,695,150 98,423,867 73,796,822 28,206,530
</TABLE>

*Commencement of Business

The financial statements of the Account are in the statement of additional
information.

<PAGE>

<TABLE>
ACCUMULATION UNIT VALUES
THE PRUDENTIAL INDIVIDUAL VARIABLE CONTRACT ACCOUNT
PRUDENTIAL'S VARIABLE INVESTMENT PLAN
(Condensed Financial Information) (Continued)
<CAPTION>

SUBACCOUNTS
----------------------------------------------------------------------------------
CONSERVATIVELY MANAGED FLEXIBLE
----------------------------------------------------------------------------------
01/01/94 01/01/93 01/01/92 01/01/91 01/01/90 01/01/89 01/01/88
to to to to to to to
12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 12/31/89 12/31/88
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Accumulation unit value at beginning of
period................................... $ 2.713 $ 2.447 $ 2.316 $ 1.968 $ 1.892 $ 1.637 $ 1.503
2. Accumulation unit value at end of
period................................... 2.655 2.713 2.447 2.316 1.968 1.892 1.637
3. Number of accumulation units outstanding
at end of period......................... 144,960,917 132,233,247 94,037,783 64,776,062 59,244,790 61,212,122 68,409,626

<CAPTION>
SUBACCOUNTS
----------------------------------
CONSERVATIVELY MANAGED FLEXIBLE
----------------------------------
01/01/87 01/01/86 01/01/85
to to to
12/31/87 12/31/86 12/31/85
-------- -------- --------
<S> <C> <C> <C>
1. Accumulation unit value at beginning of
period................................... $ 1.499 $ 1.328 $ 1.110
2. Accumulation unit value at end of
period................................... 1.503 1.499 1.328
3. Number of accumulation units outstanding
at end of period......................... 88,569,869 59,030,787 20,726,143

HIGH YIELD BOND
-------------------------------------------------------------------------------------
01/01/94 01/01/93 01/01/92 01/01/91 01/01/90 01/01/89 01/01/88 02/23/87*
to to to to to to to to
12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 12/31/89 12/31/88 12/31/87
-------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Accumulation unit value at beginning of
period................................... $ 1.670 $ 1.417 $ 1.220 $ 0.887 $ 1.019 $ 1.052 $ 0.941 $ 1.000
2. Accumulation unit value at end of
period................................... 1.605 1.670 1.417 1.220 0.887 1.019 1.052 0.941
3. Number of accumulation units outstanding
at end of period......................... 15,675,021 14,204,249 8,951,297 5,593,083 5,320,712 8,625,344 6,337,850 3,432,822

<CAPTION>
STOCK INDEX
-------------------------------------------------------------------------------------
01/01/94 01/01/93 01/01/92 01/01/91 01/01/90 01/01/89 01/01/88 10/19/87*
to to to to to to to to
12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 12/31/89 12/31/88 12/31/87
-------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Accumulation unit value at beginning of
period................................... $ 1.776 $ 1.639 $ 1.548 $ 1.208 $ 1.268 $ 0.980 $ 0.859 $ 1.000
2. Accumulation unit value at end of
period................................... 1.772 1.776 1.639 1.548 1.208 1.268 0.980 0.859
3. Number of accumulation units outstanding
at end of period......................... 25,648,545 24,959,253 19,968,362 12,084,160 5,936,971 4,352,361 960,235 112,510

<CAPTION>
HIGH DIVIDEND STOCK
--------------------------------------------------------------------------
01/01/94 01/01/93 01/01/92 01/01/91 01/01/90 01/01/89 02/19/88*
to to to to to to to
12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 12/31/89 12/31/88
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1. Accumulation unit value at beginning of
period................................... $ 2.099 $ 1.737 $ 1.596 $ 1.267 $ 1.332 $ 1.099 $ 1.000
2. Accumulation unit value at end of
period................................... 2.104 2.099 1.737 1.596 1.267 1.332 1.099
3. Number of accumulation units outstanding
at end of period......................... 26,707,292 19,580,278 8,359,974 3,601,671 2,596,033 1,812,915 438,001

</TABLE>

*Commencement of Business

The financial statements of the Account are in the statement of additional
information.

<PAGE>

<TABLE>
<CAPTION>
ACCUMULATION UNIT VALUES
THE PRUDENTIAL INDIVIDUAL VARIABLE CONTRACT ACCOUNT
PRUDENTIAL'S VARIABLE INVESTMENT PLAN
(Condensed Financial Information) (Continued)

SUBACCOUNTS
----------------------------------------------------
NATURAL RESOURCES
----------------------------------------------------
01/01/94 01/01/93 01/01/92 01/01/91 01/01/90
to to to to to
12/31/94 12/31/93 12/31/92 12/31/91 12/31/90
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
1. Accumulation unit value at beginning of period........................ $ 1.851 $ 1.497 $ 1.412 $ 1.295 $ 1.391
2. Accumulation unit value at end of period.............................. 1.751 1.851 1.497 1.412 1.295
3. Number of accumulation units outstanding at end of period............. 8,870,868 5,634,046 3,079,123 3,120,415 3,256,246

<CAPTION>
SUBACCOUNTS
-------------------
NATURAL RESOURCES
-------------------
01/01/89 05/01/88*
to to
12/31/89 12/31/88
-------- --------
<S> <C> <C>
1. Accumulation unit value at beginning of period........................ $ 1.038 $ 1.000
2. Accumulation unit value at end of period.............................. 1.391 1.038
3. Number of accumulation units outstanding at end of period............. 1,098,505 280,510

<CAPTION>
GLOBAL EQUITY
----------------------------------------------------
01/01/94 01/01/93 01/01/92 01/01/91 01/01/90
to to to to to
12/31/94 12/31/93 12/31/92 12/31/91 12/31/90
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
1. Accumulation unit value at beginning of period........................ $ 1.425 $ 1.007 $ 1.056 $ 0.959 $ 1.115
2. Accumulation unit value at end of period.............................. 1.339 1.425 1.007 1.056 0.959
3. Number of accumulation units outstanding at end of period............. 20,295,941 5,444,571 1,299,663 1,247,336 610,872

<CAPTION>
GLOBAL
EQUITY
--------
05/01/89*
to
12/31/89
--------
<S> <C>
1. Accumulation unit value at beginning of period........................ $ 1.015
2. Accumulation unit value at end of period.............................. 1.115
3. Number of accumulation units outstanding at end of period............. 125,853

<CAPTION>
GOVERNMENT SECURITIES
----------------------------------------------------
01/01/94 01/01/93 01/01/92 01/01/91 01/01/90
to to to to to
12/31/94 12/31/93 12/31/92 12/31/91 12/31/90
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
1. Accumulation unit value at beginning of period........................ $ 1.553 $ 1.397 $ 1.335 $ 1.164 $ 1.108
2. Accumulation unit value at end of period.............................. 1.456 1.553 1.397 1.335 1.164
3. Number of accumulation units outstanding at end of period............. 42,950,931 51,712,560 31,196,202 5,114,032 1,876,055

<CAPTION>
GOVERNMENT
SECURITIES
----------
05/01/89*
to
12/31/89
--------
<S> <C>
1. Accumulation unit value at beginning of period........................ $ 1.000
2. Accumulation unit value at end of period.............................. 1.108
3. Number of accumulation units outstanding at end of period............. 523,730
</TABLE>

*Commencement of Business

The financial statements of the Account are in the statement of additional
information.

<PAGE>

GENERAL INFORMATION ABOUT THE PRUDENTIAL, THE PRUDENTIAL
INDIVIDUAL VARIABLE CONTRACT ACCOUNT, AND THE VARIABLE
INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT

The Prudential Insurance Company of America. The Prudential Insurance Company of
America ("The Prudential") is a mutual insurance company, founded in 1875 under
the laws of the State of New Jersey. It is licensed to sell life insurance and
annuities in the District of Columbia, Guam, and in all states. These Contracts
are not offered in any state in which the necessary approvals have not yet been
obtained.

The Prudential's consolidated financial statements appear in the statement of
additional information and should be considered only as bearing upon The
Prudential's ability to meet its obligations under the Contracts.

The Prudential Individual Variable Contract Account. The Prudential Individual
Variable Contract Account (the "Account") was established on October 12, 1982
under New Jersey law as a separate investment account. The Account meets the
definition of a "separate account" under the federal securities laws. The
Account holds assets that are segregated from all of The Prudential's other
assets.

The obligations to Contract owners and beneficiaries arising under the Contract
are general corporate obligations of The Prudential. The Prudential is also the
legal owner of the assets in the Account. The Prudential will at all times
maintain assets in the Account with a total market value at least equal to the
reserve and other liabilities relating to the variable benefits attributable to
the Account. These assets may not be charged with liabilities which arise from
any other business The Prudential conducts. In addition to these assets, the
Account's assets may include funds contributed by The Prudential to commence
operation of the Account and may include accumulations of the charges The
Prudential makes against the Account. From time to time these additional assets
will be transferred to The Prudential's general account. Before making any such
transfer, The Prudential will consider any possible adverse impact the transfer
might have on the Account.

The Account is registered with the Securities and Exchange Commission ("SEC")
under the Investment Company Act of 1940 ("1940 Act") as a unit investment
trust, which is a type of investment company. This does not involve any
supervision by the SEC of the management or investment policies or practices of
the Account. For state law purposes, the Account is treated as a part or
division of The Prudential. There are currently thirteen subaccounts within the
Account, each of which invests in a single corresponding portfolio of the Series
Fund. Additional subaccounts may be added in the future. The Account's financial
statements appear in the statement of additional information.

The Prudential Series Fund, Inc. The Prudential Series Fund, Inc. (the "Series
Fund") is registered under the 1940 Act as an open-end diversified management
investment company. Its shares are currently sold only to separate accounts of
The Prudential and certain other insurers that offer variable life insurance and
variable annuity contracts. The Account will purchase and redeem shares from the
Series Fund at net asset value. Shares will be redeemed to the extent necessary
for The Prudential to provide benefits under the Contract and to transfer assets
from one subaccount to another, as requested by Contract owners. Any dividend or
capital gain distribution received from a portfolio of the Series Fund will be
reinvested immediately at net asset value in shares of that portfolio and
retained as assets of the corresponding subaccount.

The Prudential is the investment advisor for the assets of each of the
portfolios of the Series Fund. The Prudential's principal business address is
Prudential Plaza, Newark, New Jersey 07102-3777. The Prudential has a Service
Agreement with its wholly-owned subsidiary The Prudential Investment Corporation
("PIC"), which provides that, subject to The Prudential's supervision, PIC will
furnish investment advisory services in connection with the management of the
Series Fund. In addition, The Prudential has entered into a Subadvisory
Agreement with its wholly-owned subsidiary Jennison Associates Capital Corp.
("Jennison"), under which Jennison furnishes investment advisory services in
connection with the management of the Growth Stock Portfolio. Further detail is
provided in the prospectus and statement of additional information for the
Series Fund. The Prudential, PIC, and Jennison are registered as investment
advisors under the Investment Advisers Act of 1940.

As an investment advisor, The Prudential charges the Series Fund a daily
investment management fee as compensation for its services. The following table
shows the investment management fee charged for each portfolio of the Series
Fund available for investment by Contract owners.

<PAGE>
<TABLE>
<CAPTION>
Annual Investment Management Fee as
Portfolio a Percentage of Average Daily Net Assets
- --------- -----------------------------------------
<S> <C>
Money Market Portfolio .............................. 0.40%
Bond Portfolio ...................................... 0.40%
Government Securities Portfolio ..................... 0.40%
Conservatively Managed Flexible Portfolio ........... 0.55%
Aggressively Managed Flexible Portfolio ............. 0.60%
High Yield Bond Portfolio ........................... 0.55%
Stock Index Portfolio ............................... 0.35%
High Dividend Stock Portfolio ....................... 0.40%
Common Stock Portfolio .............................. 0.45%
Growth Stock Portfolio .............................. 0.60%
Small Capitalization Stock Portfolio ................ 0.40%
Global Equity Portfolio ............................. 0.75%
Natural Resources Portfolio ......................... 0.45%
</TABLE>

It is conceivable that in the future it may become disadvantageous for both
variable life insurance and variable annuity contract separate accounts to
invest in the same underlying mutual fund. Although neither the companies which
invest in the Series Fund, nor the Series Fund currently foresees any such
disadvantage, the Series Fund's Board of Directors intends to monitor events in
order to identify any material conflict between variable life insurance and
variable annuity contract owners and to determine what action, if any, should be
taken in response thereto. Material conflicts could result from such things as:
(1) changes in state insurance law; (2) changes in federal income tax law; (3)
changes in the investment management of any portfolio of the Series Fund; or (4)
differences between voting instructions given by variable life insurance and
variable annuity contract owners.

A full description of the Series Fund, its investment objectives, management,
policies, and restrictions, its expenses, the risks attendant to investment
therein--including any risks associated with investment in the High Yield Bond
Portfolio, and all other aspects of its operation is contained in the attached
prospectus for the Series Fund and in its statement of additional information,
which should be read in conjunction with this prospectus. There is no assurance
that the investment objectives will be met.

The Prudential Variable Contract Real Property Account. The Prudential Variable
Contract Real Property Account (the "Real Property Account") is a separate
account of The Prudential that, through a general partnership formed by The
Prudential and two of its subsidiaries, invests primarily in income-producing
real property such as office buildings, shopping centers, agricultural land,
hotels, apartments or industrial properties. It also invests in mortgage loans
and other real estate-related investments, including sale-leaseback
transactions. The objectives of the Real Property Account and the partnership
are to preserve and protect capital, provide for compounding of income as a
result of reinvestment of cash flow from investments, and provide for increases
over time in the amount of such income through appreciation in the value of
assets.

The partnership has entered into an investment management agreement with The
Prudential, under which The Prudential selects the properties and other
investments held by the partnership. The Prudential charges the partnership a
daily fee for investment management which amounts to 1.25% per year of the
average daily gross assets of the partnership.

A full description of the Real Property Account, its management, policies, and
restrictions, its charges and expenses, the risks attendant to investment
therein, the partnership's investment objectives, and all other aspects of the
Real Property Account's and the partnership's operations is contained in the
attached prospectus for the Real Property Account, which should be read together
with this prospectus by any Contract owner considering the real estate
investment option. There is no assurance that the investment objectives will be
met.

DETAILED INFORMATION ABOUT THE CONTRACT

Requirements for Issuance of a Contract. The minimum initial purchase payment is
$1,000. The Contract may generally be issued on proposed annuitants below the
age of 86. Before issuing any Contract, The Prudential requires submission of
certain information. Following The Prudential's review of the information and
approval of issuance of the Contract, a Contract will be issued that sets forth
precisely the owner's rights and the Company's obligations. The Contract owner
may thereafter make additional purchase payments of $100 or more per investment
option, but there is no obligation to do so. These additional purchase payments
may be made by check payable to the order of The Prudential and mailed to your
designated Prudential Home Office accompanied by forms that will be provided for
this purpose. The Prudential currently will not accept purchase payments on and
after the Contract anniversary next following the annuitant's 85th birthday, but
reserves the right to do so.

12
<PAGE>

The Contract date will be the date the purchase payment and required information
are received in The Prudential Home Office. The amount credited under the
Contract begins to vary on that date to reflect the investment results of the
investment option[s] and/or the interest rate declared for the fixed-rate option
as chosen by the applicant. If the issuance of the Contract is not approved,
because the current underwriting requirements are not met, the purchase payment
will promptly be returned. The Company reserves the right to change these
requirements on a non-discriminatory basis.

Short-Term Cancellation Right or "Free Look". Generally, a Contract may be
returned for a refund within 10 days after it is received by the Contract owner.
Some states allow a longer period of time during which a Contract may be
returned for a refund. A refund can be requested by mailing or delivering the
Contract to the representative who sold it or to the Prudential Home Office
specified in the Contract. The Contract owner will then receive a refund of all
purchase payments made, plus or minus any change due to investment experience in
the value of the invested portion of the payments, excluding any bonus paid on
the purchase payments, calculated as if no charges had been made against the
Account or the Series Fund. However, if applicable law so requires, the Contract
owner who exercises his or her short-term cancellation right will receive a
refund of all purchase payments made, excluding any bonus paid on the purchase
payments, with no adjustment for investment experience.

Allocation of Purchase Payments. The Contract owner determines how the purchase
payment will be allocated among the subaccounts, the Real Property Account, and
the fixed-rate option, by specifying the desired allocation on the application
form for a Contract. You may change subsequent purchase payment allocations by
providing us with proper written instructions. You may also change subsequent
purchase payment allocations by telephoning your designated Prudential Home
Office, provided the Contract owner is enrolled to use the Telephone Transfer
System. If, after you have made one purchase payment, you send The Prudential an
additional purchase payment without instructions about how the purchase payment
should be allocated, The Prudential will allocate the purchase payment in the
same proportions as the most recent purchase payment you made.

Additionally, a feature called Dollar Cost Averaging is available to Contract
owners who make an allocation to the Money Market Subaccount. Under this
feature, automatic flat dollar amounts will be transferred monthly from the
Money Market Subaccount into other investment options available under the
Contract, excluding the fixed-rate option, but including the Real Property
Account. At issue, the minimum amount initially designated for transfer under
this feature must be the greater of $2,000 and 10% of the initial premium
payment. After issue, The Prudential will accept an amount less than $2,000
provided it brings the balance in any current Dollar Cost Averaging account up
to $2,000. Monthly transfers must be at least 3% of the amount allocated to the
Dollar Cost Averaging account, with a minimum of $20 transferred into any one
investment option. These amounts are subject to change at The Prudential's
discretion. The minimum transfer amount will only be recalculated upon an
increase in the amount allocated to the feature.

Each automatic monthly transfer will take effect as of the end of the valuation
period on the Monthly date (i.e. the Contract date and the same date in each
subsequent month), provided the New York Stock Exchange is open on that date. If
the New York Stock Exchange is not open on that date, or if the Monthly date
does not occur in that particular month, the transfer will take effect as of the
end of the last valuation period which immediately precedes that Monthly date.
Automatic monthly transfers will continue until the amount designated for Dollar
Cost Averaging has been transferred, or until the Contract owner gives
notification of a change in allocation or cancellation of the feature.
Currently, there is no charge for using the Dollar Cost Averaging feature.

Additional Amounts. During the first 3 Contract years, and in Contract years
thereafter at The Prudential's discretion, The Prudential will add an additional
amount, as a bonus, of 1% to every purchase payment that you make and allocate
that additional amount to the subaccounts, the Real Property Account, and the
fixed-rate option in the same manner as your purchase payment. The Prudential
reserves the right, however, to limit its payment of such additional amounts to
$1,000 in each Contract year. This additional amount, or bonus, will work as
follows. Suppose you make an initial purchase payment of $2,000 to be allocated
equally to the Common Stock Subaccount and the fixed-rate option. The Prudential
will increase the payment by 1%, or $20, and allocate $1010 to both the Common
Stock Subaccount and to the fixed-rate option. Later in the year you send an
additional purchase payment of $600, but you fail to indicate how it should be
applied. The Prudential will increase that amount by 1% or $6, and based on your
most recent instruction, will allocate $303 to both the Common Stock Subaccount
and to the fixed-rate option.

The additional amount will not be subject to taxes attributable to premiums. It
will, however, be recaptured by The Prudential in the event you make a
withdrawal of a purchase payment on which an additional amount was paid within 8
Contract years after the payment, unless such withdrawn purchase payment is used
to effect an annuity that is not subject to a sales charge or is subject to a
reduced sales charge. See Sales Charges on Withdrawals, page 16, and Recapture
of Additional Amounts, page 18.

Transfers. You may transfer the portions of your Contract fund allocated to any
subaccount to any of the other subaccounts, to the Real Property Account or to
the fixed-rate option without charge. Transfers must be $300

13
<PAGE>

or more, or the amount in the subaccount, if less, and must not cause the amount
credited to you in any subaccount to be less than $300, unless you transfer the
entire amount in that subaccount. The Contract owner may transfer amounts by
proper written notice to a Prudential Home Office, or by telephone unless the
Contract owner asks that transfers by telephone not be made. The Prudential has
adopted procedures designed to ensure that requests by telephone are genuine and
will require appropriate identification for that purpose. The Prudential cannot
guarantee that owners will be able to get through to complete a telephone
transfer during peak periods such as periods of drastic economic or market
change. You may make up to four transfers per Contract year without The
Prudential's consent during the period before annuity payments begin. After
variable annuity payments begin, part or all of the interest in a subaccount may
be transferred to one or more other subaccounts. The annuitant may then make up
to four transfers per Contract year without The Prudential's consent. Any
partial transfer will require The Prudential's consent if either the number of
Subaccount Annuity Units to be transferred or the number to be retained,
multiplied by the corresponding Subaccount Annuity Unit Value on the effective
date of the transfer, is less than $20. Transfers among subaccounts will take
effect as of the end of the valuation period in which a proper transfer request
is received at a Prudential Home Office, except that if the request is received
within 7 days of an annuity payment date, it will be made on the first business
day after the annuity payment date.

Transfers from the fixed-rate option to the variable investment options are
currently permitted once each Contract year and only during the 30-day period
beginning on the Contract anniversary. The maximum amount which may currently be
transferred out of the fixed-rate option each year is the greater of: (a) 25% of
the amount in the fixed-rate option, and (b) $2,000. Transfer requests received
prior to the Contract anniversary will be effected on the Contract anniversary.
Transfer requests received within the 30-day period beginning on the Contract
anniversary will be effected as of the end of the valuation period in which a
proper transfer request is received at a Prudential Home Office. These limits
are subject to change in the future. Transfers to and from the Real Property
Account are subject to restrictions described in the attached prospectus for the
Real Property Account.

Withdrawals. You may at any time withdraw all of your investment in the Contract
fund. Partial withdrawals from a subaccount, the Real Property Account or the
fixed-rate option may be made in amounts of $300 or more if they do not reduce
the value of your interest remaining in the subaccount, the Real Property
Account or the fixed-rate option to less than $300. If a withdrawal results in
less than $300 remaining, the entire value of the subaccount, the Real Property
Account or the fixed-rate option must be withdrawn. The Prudential will
generally pay the amount of any withdrawal, less any applicable sales charges
and any required tax withholding, within 7 days after it receives a properly
completed withdrawal request. The Prudential may delay payment of any withdrawal
allocable to the subaccount[s] for a longer period if the disposal or valuation
of the Account's assets is not reasonably practicable because the New York Stock
Exchange is closed for other than a regular holiday or weekend, trading is
restricted by the SEC or the SEC declares that an emergency exists. With respect
to the amount of any withdrawal allocable to the fixed-rate option, The
Prudential expects to pay the withdrawal promptly upon request. However, The
Prudential has the right to delay payment of such withdrawal for up to 6 months
(or a shorter period if required by applicable law). The Prudential will pay
interest of at least 3% a year if it delays such a payment for 30 days or more
(or a shorter period if required by applicable law).

The Prudential also offers an Automated Withdrawal feature which enables
Contract owners to receive periodic withdrawals either monthly, quarterly,
semi-annually or annually. Withdrawals may be made from a designated portfolio
or proportionally from all portfolios. Withdrawals must be in a specified amount
rather than a percentage of the amount in the portfolio. Withdrawal charges may
apply if the withdrawals in any contract year exceed the withdrawal-free amount.

A withdrawal will generally have federal income tax consequences, which could
include tax penalties. You should consult with a tax advisor before making a
withdrawal. See FEDERAL TAX STATUS, page 19.

Death Benefit. If one annuitant is named in the Contract (and under the WVA-83
Contract, only one annuitant may be named under the Contract. See item 2 under
Differences Under the WVA-83 Contract, page 25) or if the annuitant is the last
surviving annuitant under the Contract, and such annuitant should die before any
annuity payments have been received under the Contract, a death benefit,
calculated as of the date due proof of death is received by The Prudential, will
be payable to the beneficiary you designate. The beneficiary will have the right
to elect to receive this amount (without the imposition of any sales charge or
any further annual maintenance charge) in one sum, in periodic payments, in the
form of a lifetime annuity or in a combination of these ways. Payments will
begin once The Prudential receives all information necessary to process the
claim. Unless the beneficiary has been irrevocably designated, you may change
the beneficiary at any time.

If the annuitant should die before reaching age 65 and before the annuity date,
the amount payable to the beneficiary will be at least equal to the total amount
of purchase payments you have made plus any bonus credited by The Prudential
(reduced by any previous withdrawal[s] in the same proportion that such
withdrawal[s] reduced your Contract fund on the withdrawal date[s]), even if the
value of your Contract fund is less than this minimum amount. (Under the WVA-83
Contract, the minimum amount payable to the beneficiary is determined in a
different

<PAGE>

manner. See item 3 under Differences Under the WVA-83 Contract, page 25.) If the
value of your Contract fund is greater, however, that value will be payable to
the beneficiary. If the annuitant dies after the age of 65 but before the
annuity date, the death benefit payable to the beneficiary will be the value of
your Contract fund. If the annuitant dies after he or she has begun to receive
annuity payments, the death benefit, if any, will be determined by the type[s]
of annuity payment you have selected. See EFFECTING AN ANNUITY, page 21.

If two annuitants are named in the Contract (only one annuitant may be named
under the WVA-83 Contract and therefore this paragraph does not apply to that
Contract; see item 2 under Differences Under the WVA-83 Contract, page 25), and
one annuitant dies before age 65 and before the annuity date, while the other
annuitant is still living, a comparison will be made, on the date of due proof
of the death of the annuitant, between your Contract fund and the total amount
of purchase payments you have made plus any bonus credited by The Prudential
(reduced by any previous withdrawal[s] in the same proportion that such
withdrawal[s] reduced your Contract fund on the withdrawal date[s]). If the
total amount of purchase payments plus any bonus so calculated is greater, the
difference will be credited to your Contract fund. You may withdraw your
Contract fund without charge within 30 days following the date of due proof of
the death of the annuitant.

Valuation of Contract Owner's Contract Fund. The value of your Contract fund is
the sum of your interests in the variable investment options and in the
fixed-rate option. The value of your Variable Account is the sum of your
separate interests in each subaccount. These values are measured in Units, for
example, Money Market Units, Bond Units or Aggressively Managed Flexible Units.
You are credited with Units in each subaccount in which you invest. Every
purchase payment you make is converted into Units of the subaccount or
subaccounts you have chosen by dividing the amount of the purchase payment by
the Unit Value for the subaccount to which you have allocated that purchase
payment. With regard to purchase payments subsequent to the initial payment
(described above), this is done as of the end of the valuation period in which
the payment is received at a Prudential Home Office. The value of these Units
changes each day to reflect the investment results and expenses of and
deductions of charges from the Series Fund portfolios in which the assets of the
subaccount are invested, in much the same way that the share values of a mutual
fund change each day. The manner in which the computation is made is complicated
and differs somewhat from how mutual fund share values are determined. It is
explained on page C1 of the statement of additional information. The result is
much the same, however. For example, the product of the number of Bond Units
that are credited to your Variable Account multiplied by the Bond Unit Value on
any day is the value of your exact proportionate share of the net assets of the
Bond Subaccount on that day, just as the number of shares you might hold in a
mutual fund multiplied by the value of a share represents the value of your
proportionate share of the net assets of the mutual fund.

There is, of course, no guarantee that the value of your Contract fund will
increase or that it will not fall below the amount of your total purchase
payments. However, the Prudential guarantees a minimum interest rate of 3% a
year on that portion of the Contract fund allocated to the fixed-rate option.
Excess interest on payments allocated to the fixed-rate option may be credited
in addition to the 3% guaranteed interest rate. See THE FIXED-RATE OPTION, page
18. The valuation of the portion of the Contract fund allocated to the Real
Property Account is described in the attached prospectus for the Real Property
Account.

If applicable, on each Contract anniversary date before the Annuity date, The
Prudential makes an annual maintenance charge of up to $30. See Annual
Maintenance Charge, page 18. If the Contract fund is allocated to more than one
investment option, the charge will be divided on a pro rata basis, according to
the value held in each subaccount, the Real Property Account, and/or the
fixed-rate option. This charge will also be made, as a deduction from the
proceeds of the withdrawal, if you withdraw your entire Contract fund during the
year, including a withdrawal to effect an annuity under your Contract. That
portion of the maintenance charge which is attributable to your Variable Account
will be assessed by reducing the number of Units credited to your Variable
Account.

CHARGES, FEES, AND DEDUCTIONS

1. Premium Taxes. A charge may be deducted for taxes attributable to premiums.
For these purposes, "taxes attributable to premiums" shall include any state or
local premium taxes and, where approval has been obtained, any federal premium
taxes and any federal, state or local income, excise, business or any other type
of tax (or component thereof) measured by or based upon the amount of premium
received by The Prudential. In some states a premium tax is imposed on purchase
payments. In several other states a premium tax is payable when a Contract fund
is converted into an annuity. The tax rates currently in effect in those states
that impose a tax range from 1% to 5%. Some local jurisdictions also impose a
tax. In states where approval has been obtained, a charge of 0.3% for federal
income taxes measured by premiums may be imposed upon each purchase payment
received under the Contract. On any Contract subject to premium tax, the tax
will be deducted either from the purchase payment when received (except as
provided below) or from the Contract fund at the time the annuity is effected.

15
<PAGE>

A deduction for any such taxes imposed on purchase payments will not be made,
however, except to the extent that the total tax attributable to premiums is in
excess of 4% when: (1) a Contract owner's total purchase payments, less any
purchase payments withdrawn, equal or exceed $50,000; or (2) a Contract owner
purchases separate Contracts for each of his or her children or grandchildren as
annuitants, each Contract has purchase payments totalling at least $25,000, and
total purchase payments, less any purchase payments withdrawn, equal or exceed
$50,000.

2. Sales Charges on Withdrawals. A deferred sales charge may be imposed on the
withdrawal of purchase payments. The charge compensates The Prudential for
paying all of the expenses of selling and distributing the Contracts, including
commissions, preparation of sales literature, and other promotional activities.
To the extent that the deferred sales charge is insufficient to recover all
distribution expenses, the deficiency will be met from The Prudential's surplus
which is, in part, derived from the charges for the assumption of mortality and
expense risks (described in item 5 below) and from mortality gains from
Contracts under which annuity payments are being made. Any amount that you
withdraw may be treated for the purpose of determining sales charges as a
withdrawal of investment income, until you have withdrawn an amount equal to
your investment income. There is no sales charge on the withdrawal of investment
income. For the purpose of determining sales charges, further withdrawals will
be considered withdrawals of purchase payments. Purchase payments are deemed to
be withdrawn on a first-in, first-out basis (that is, your first purchase
payments will be the first withdrawn). The amount of any sales charge will
depend on the purchase payments withdrawn and the number of Contract years that
have elapsed since you made the particular purchase payments. Your first
Contract year begins on the date your initial purchase payment is invested in
the Contract fund (the Contract date). A subsequent Contract year begins on each
anniversary of the Contract date. (Under the WVA-83 Contract, purchase payments,
rather than investment income, are deemed removed first under a withdrawal.
Generally, sales charges on withdrawals under the VIP-84 Contract and the VIP-86
Contract as described in this section will be less than under the WVA-83
Contract because investment income is deemed removed before purchase payments,
and investment income is not subject to sales charges. However, due to the
possibility of flexible purchase payments, multiple withdrawals and a variable
return, it is not possible to categorically state that the VIP-84 Contract and
the VIP-86 Contract result in lower charges. For a more detailed description of
sales charges on withdrawals under the WVA-83 Contract, see item 1 under
Differences Under the WVA-83 Contract, page 25.)

In each Contract year you may make withdrawals of purchase payments from your
Contract fund of up to 10% of the value of the Contract fund as of the date of
the first withdrawal in that Contract year, without incurring a sales charge.
This charge-free withdrawal amount does not accumulate from Contract year to
Contract year. If you withdraw all or part of a purchase payment before the end
of the Contract year during which it was made, the sales charge will be 8% of
the purchase payment that you withdraw, subject to the 10% free withdrawal
privilege. For example, suppose you make an initial purchase payment of $1,000.
Within the same Contract year you withdraw $450 and at the time of that
withdrawal the value of your Contract Fund has grown to $1,100. Since
withdrawals are deemed for sales charge purposes to consist of investment income
first, the amount subject to a sales charge is $350 ($450 minus $100 of
investment income). However, 10% of the value of your Contract fund at the time
of the first withdrawal in the Contract year during which the withdrawal is made
may be withdrawn without charge. Ten percent of $1,100 is $110. Thus, the sales
charge, which generally increases the amount to be withdrawn, will be 8% of $240
(the purchase payment withdrawn minus $110), which is $19.20.

In addition, Critical Care Access is available for Contracts issued on or after
February 1, 1985. Based on regulatory approval of the Waiver of Withdrawal
Charges endorsement, all or part of any withdrawal and maintenance charges
associated with a full or partial withdrawal, or any annuitization or withdrawal
charge due on the annuity date, will be waived following the receipt of due
proof that the annuitant or co-annuitant (if applicable) has been confined to an
eligible nursing home or hospital for a period of at least 3 months or a
physician has certified that the annuitant or co-annuitant (if applicable) has 6
months or less to live.

The sales charge imposed on the withdrawal of a purchase payment during the
Contract year beginning after the purchase payment was made is 7% and continues
to decrease by 1% per year in accordance with the following table:

<PAGE>
<TABLE>
<CAPTION>
For Withdrawals Of Purchase The Sales Charge Will Be Equal To The Following
Payments During The Contract Year Indicated Percentage Of The Purchase Payment Withdrawn (a)
------------------------------------------- ------------------------------------------------
<S> <C>
Contract Year In Which Payment Made ....................................... 8%
First Contract Year Following Year in Which Payment Made .................. 7%
Second Contract Year Following Year in Which Payment Made ................. 6%
Third Contract Year Following Year in Which Payment Made .................. 5%
Fourth Contract Year Following Year in Which Payment Made ................. 4%
Fifth Contract Year Following Year in Which Payment Made .................. 3%
Sixth Contract Year Following Year in Which Payment Made .................. 2%
Seventh Contract Year Following Year in Which Payment Made ................ 1%
Subsequent Contract Years ................................................. No Charge
</TABLE>

(a) Subject to 10% free withdrawal described above.

For purchase payments on and after the annuitant's 81st birthday, the sales
charge percentages described in the above table for withdrawals of such purchase
payments will be subject to reduction based on reductions in costs for purposes
of complying with state non-forfeiture law.

Under the VIP-84 Contract and the VIP-86 Contract, withdrawals are considered,
for federal income tax purposes as well as for the purpose of determining the
amount of any sales charge, as having been made first from investment income.
(Under the WVA-83 Contract, withdrawals are also considered, for federal income
tax purposes, as having been made first from investment income, even though The
Prudential treats them, for purposes of determining any sales charge, as having
been made first from purchase payments -- see item 1 under Differences Under the
WVA-83 Contract, page 25 and Taxes Payable by Contract Owners, page 19.)

Your withdrawal request must specify the source from which the withdrawal is to
be made. If you fail to specify, your withdrawal, subject to minimum amount
requirements, will be allocated among the variable investment options in which
you have an interest and the fixed-rate option, if a portion of your Contract
fund is held under that option, in the same proportions as the value of your
interest in the variable investment options and in the fixed-rate option bears
to the total value of your Contract fund. Your sales charge will be determined
without reference to the source of the withdrawal. The charge will be determined
by reference to the period that has elapsed since your earliest purchase payment
not yet withdrawn, even if that payment was not originally invested in or has
subsequently been transferred from the source from which the withdrawal was
made.

Under the VIP-86 Contract, an annuity may not be effected earlier than 3 years
after the Contract date. If an annuity is effected 3 or more years after the
Contract date under the Supplemental Life Annuity Option (see Annuity Options
Under the VIP-86 Contract, page 21), there will be no sales charge deducted. If
an annuity is effected under one of the other annuity options under the VIP-86
Contract, the sales charge will be determined as described in the above table.

Under the VIP-84 Contract, if an annuity is effected at any time after the
Contract date under the Supplemental Life Annuity Option (see Annuity Options
Under the WVA-83 and VIP-84 Contracts, page 22), there will be no sales charge
deducted. If an annuity is effected under one of the other annuity options under
the VIP-84 Contract less than 3 years after the Contract date, the sales charge
will be determined as described in the above table. However, if an annuity is
effected under one of such other annuity options (excluding the Annuity Certain
Option) 3 or more years after the Contract date, the sales charge will be 4%
less than each percentage shown in the above table (the sales charge applied to
a withdrawal to effect the Annuity Certain Option will be determined as
described in the above table).

Under the WVA-83 Contract, if an annuity is effected at any time after the
Contract date under the Supplemental Life Annuity Option (see Annuity Options
Under the WVA-83 and VIP-84 Contracts, page 22), there will be no sales charge
deducted. If an annuity is effected under one of the other annuity options under
the WVA-83 Contract less than 3 years after the Contract date, the sales charge
will be determined as described in the above table. However, if an annuity is
effected under one of such other annuity options (excluding the Annuity Certain
Option) 3 or more years after the Contract date, there will be no sales charge
deducted (the sales charge applied to a withdrawal to effect the Annuity Certain
Option will be determined as described in the above table).

An annuity is effected by applying the annuity purchase rates set forth in your
Contract to the amount credited to your Contract fund--less any applicable sales
charge, recapture of additional amounts (see Recapture of Additional Amounts,
below), premium tax (see Premium Taxes, page 15), and annual maintenance charge
(see Annual Maintenance Charge, below)--on the date the annuity is effected. The
amount of the annuity payments that you will receive monthly will depend upon
the form of the annuity you select and, for a variable annuity, upon the
investment performance of the subaccount or subaccounts in which the assets are
held. See EFFECTING AN ANNUITY, page 21.

17
<PAGE>

3. Recapture of Additional Amounts. If you make a withdrawal which consists
partially or wholly of purchase payments, The Prudential may recapture the
additional amounts that were credited to your Contract fund. If the duration
from the start of the Contract year in which a purchase payment was made to the
start of the Contract year of withdrawal is less than 8 years (except as
provided in the following paragraph, this includes withdrawals made for the
purpose of applying some or all of the Contract fund to effect an annuity), The
Prudential will recapture the additional amounts originally credited upon the
portion of the purchase payments being withdrawn. If the duration from the start
of the Contract year of purchase payment to the start of the Contract year of
withdrawal is 8 years or more, the additional amounts credited will not be
recaptured. For example, suppose you make an initial purchase payment of $1,000
for which you receive a credit of 1% or $10. In the second year you make an
additional payment of $2,400, and receive an additional credit of $24. In the
fifth Contract year you request a partial withdrawal of $1,600. On the date of
the withdrawal, the value of your Contract fund is $3,900, which includes $466
of earnings. Thus the requested withdrawal represents a withdrawal of $1,134 of
purchase payments. Because $1,134 of purchase payments is being withdrawn and
the duration from the start of the Contract years of these purchase payments to
the Contract year of withdrawal is less than 8 years, the portion of the
additional amounts recaptured will be $11.34 (1% of $1,134).

The Prudential will not recapture additional amounts paid on any purchase
payment[s] withdrawn where surrender charges have been waived due to confinement
in a nursing home or hospital, or due to a terminal illness. See Sales Charges
on Withdrawals, page 16.

The Prudential will not recapture additional amounts paid on any purchase
payment[s] withdrawn if such withdrawal is used to effect an annuity that is not
subject to a sales charge or is subject to a reduced sales charge. Such annuity
must be effected 1 or more years after the Contract date (3 or more years after
the Contract date under the VIP-86 Contract). See Sales Charges on Withdrawals,
page 16.

4. Annual Maintenance Charge. Currently, an annual maintenance charge of up to
$30 will be deducted if and only if the Contract fund is less than $10,000 on a
Contract anniversary or at the time a full withdrawal is effected. This charge
is intended to compensate The Prudential for administering the Account,
maintaining records, and preparing and distributing annual reports and an annual
statement of your Contract fund. This $30 fee will not be charged if the
Contract fund is less than $10,000 as a result of a withdrawal due to
confinement in a nursing home or hospital, or due to a terminal illness, as
applied under the Waiver of Withdrawal Charges endorsement. See Sales Charges on
Withdrawals, page 16. In addition, this charge is not made after annuitization
and may not be increased by The Prudential. See Valuation of Contract Owner's
Contract Fund, page 15.

5. Charge for Assuming Mortality and Expense Risks. A deduction is made daily
from each of the variable investment options at an annual rate of up to 1.2% of
the assets held in the variable investment options. This charge may not be
increased by The Prudential. Of this amount, one-third, up to 0.4%, is for
assuming the risk that the charges made under the Contracts may not cover
inflation-increased expenses, and two-thirds, up to 0.8%, is for assuming
mortality risks. The mortality risk assumed by The Prudential is the risk that
annuity payments under a selected annuity option (see EFFECTING AN ANNUITY, page
21) may continue for a longer period than anticipated under the life expectancy
tables and schedule of annuity rates in effect when the Contract was issued. The
charges for mortality and expense risks will continue throughout the period of
any variable annuity selected (including a variable annuity certain, even though
The Prudential no longer bears any mortality risk under such a Contract). This
charge is not assessed against amounts allocated to the fixed-rate option or
after a fixed-dollar annuity is effected.

To the extent that the charge for these risks exceeds the actual cost of
expenses and benefits, The Prudential will realize a gain. These proceeds will
become part of The Prudential's general account and will be available to cover
any deficiency to the extent to which deferred sales charges cover sales
expenses under the Contracts.

6. Expenses Incurred by the Series Fund. The charges and expenses of the Series
Fund, net of reimbursements, are indirectly borne by the Contract owners.
Investment management fees for the available Series Fund portfolios are briefly
described under The Prudential Series Fund, Inc. on page 11.

Further detail about management fees and other Series Fund expenses is provided
in the attached prospectus for the Series Fund and its statement of additional
information. Higher charges and expenses are incurred if the Real Property
Account is selected, as described in the prospectus for the Real Property
Account that is attached to this one.

THE FIXED-RATE OPTION

Because of exemptive and exclusionary provisions, interests in the fixed-rate
option under the Contract have not been registered under the Securities Act of
1933 and the general account has not been registered as an investment company
under the Investment Company Act of 1940. Accordingly, interests in the
fixed-rate option are not subject to the provisions of these Acts, and The
Prudential has been advised that the staff of the Securities and

<PAGE>

Exchange Commission has not reviewed the disclosure in this prospectus relating
to the fixed-rate option. Disclosure regarding the fixed-rate option may,
however, be subject to certain generally applicable provisions of federal
securities laws relating to the accuracy and completeness of statements made in
prospectuses.

As explained earlier, a Contract owner may elect to allocate, either initially
or by transfer, all or part of the amount credited under the Contract to a
fixed-rate option, and the amount so allocated or transferred becomes part of
The Prudential's general assets. Sometimes this is referred to as The
Prudential's general account, which consists of all assets owned by The
Prudential other than those in the Account and in other separate accounts that
have been or may be established by The Prudential. Subject to applicable law,
The Prudential has sole discretion over the investment of the assets of the
general account, and Contract owners do not share in the investment experience
of those assets. Instead, The Prudential guarantees that the part of the
Contract fund allocated to the fixed-rate option will accrue interest daily at
an effective annual rate that The Prudential declares periodically, but not less
than an effective annual rate of 3%. Currently, declared interest rates remain
in effect from the date money is allocated to the fixed-rate option until the
same date in the following year. Thereafter, a new crediting rate will be
declared each year, and will remain in effect for at least the calendar year, so
long as required by applicable law. The Prudential reserves the right to change
this practice. The Prudential is not obligated to credit interest at a higher
rate than 3%, although in its sole discretion it may do so. Different crediting
rates may be declared for different portions of the Contract fund allocated to
the fixed-rate option. On request, a Contract owner will be advised of the
interest rates that currently apply to his or her Contract.

Transfers from the fixed-rate option are subject to strict limits. See
Transfers, page 13.

FEDERAL TAX STATUS

The following discussion is based on current law and interpretations which may
change. The discussion is general in nature. It is not intended as tax advice.
Nor does it consider any applicable state or other tax laws. A qualified tax
advisor should be consulted for complete information and advice. The following
rules do not generally apply to contributions after February 28, 1986 to annuity
contracts held by or for non-natural persons (e.g., corporations). Where a
Contract is held by a non-natural person, unless the Contract owner is a nominee
or agent for a natural person (or in other limited circumstances), the Contract
will generally not be treated as an annuity for tax purposes, and increases in
the value of the Contract will be subject to current tax.

The following discussion assumes that the Contract will be treated as an annuity
contract for Federal income tax purposes. Section 817(h) of the Internal Revenue
Code (the "Code") provides that the underlying investments for a variable
annuity must satisfy certain diversification requirements. For further detail on
diversification requirements, see DIVIDENDS, DISTRIBUTIONS, AND TAXES in the
attached prospectus for the Series Fund. The Prudential believes the underlying
variable investment options for the Contract meet these diversification
requirements. In connection with the issuance of temporary regulations relating
to diversification requirements under Section 817(h), the Treasury Department
announced that such regulations do not provide guidance concerning the extent to
which Contract owners may direct their investments to particular divisions of a
separate account. Such guidance will be included in regulations or revenue
rulings under Section 817(d) relating to the definition of a variable contract.
Because of this uncertainty, The Prudential reserves the right to make such
changes as it deems necessary to assure that the Contract continues to qualify
as an annuity for tax purposes. Any such changes will apply uniformly to
affected Contract owners and will be made with such notice to affected Contract
owners as is feasible under the circumstances.

Under current law, The Prudential believes that the Contract will be treated as
an annuity for Federal income tax purposes and that the issuing insurance
company, The Prudential, and not the Contract owner, will be treated as the
owner of the underlying investments for the Contract. Accordingly, no tax should
be payable by any Contract owner as a result of any increase in the value of the
Contract until money is received by him or her. It is important, however, to
consider how amounts that are received will be taxed.

Taxes Payable by Contract Owners. The Code provides generally that amounts
withdrawn by the Contract owner from his or her Contract, before annuity
payments begin, will be treated for tax purposes as being first withdrawals of
investment income, rather than as withdrawals of purchase payments, until all
investment income has been withdrawn. The assignment or pledge (or agreement to
assign or pledge) any portion of the value of the Contract for a loan will be
treated as a withdrawal subject to these rules. Amounts withdrawn before annuity
payments begin which represent a distribution of investment income will be
taxable as ordinary income and may be subject to a penalty tax. Amounts which
represent a withdrawal of purchase payments will not be taxable as ordinary
income or subject to a penalty tax. Moreover, all annuity contracts issued after
October 21, 1988 by the same company (and affiliates) to the same contract owner
during any calendar year shall be treated as one annuity contract for purposes
of determining whether an amount is subject to tax under these rules.

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The Code further provides that withdrawals of investment income may be subject
to a penalty tax. The amount of the penalty is equal to 10% of that portion of
the amount that is includible in income. Some withdrawals will be exempt from
the penalty. They include withdrawals: (1) made on or after the Contract owner
reaches age 59 1/2, (2) made on or after the death of the Contract owner, (3)
attributable to the Contract owner becoming disabled, within the meaning of Code
section 72(m)(7), or (4) in the form of level annuity payments, made not less
frequently than annually under a lifetime annuity, (5) allocable to investment
in the contract before August 14, 1982, (6) under a qualified funding asset
(defined by Code section 130(d)), or (7) under an immediate annuity contract
(within the meaning of section 72(u)(4)).

If the 10% penalty tax does not apply to a withdrawal by reason of the exception
for withdrawals in the form of a level annuity (clause (4) above), but the
series of payments is modified (other than by reason of death or disability),
either (a) before the end of the 5-year period beginning with the first payment
and after the Contract owner reaches age 59 1/2, or (b) before the Contract
owner attains age 59 1/2, the Contract owner's tax for the year of the
modification will be increased by the penalty tax that would have been imposed
without the exception, plus interest for the deferral period.

Where a Contract is issued in exchange for a contract containing purchase
payments made before August 14, 1982, favorable tax rules may apply to certain
withdrawals from the Contract. Consult a tax advisor for information regarding
these rules.

Different tax rules apply to receipt of annuity payments. A portion of each
annuity payment received under a Contract will be treated as a partial return of
purchase payments and will not be taxable. The remaining portion of the annuity
payment will be taxed as ordinary income. Exactly how an annuity payment is
divided into taxable and non-taxable portions depends upon the period over which
annuity payments are expected to be received, which in turn is governed by the
form of annuity selected and, where a lifetime annuity is chosen, by the life
expectancy of the annuitant. In the case of Contracts under which annuity
payments commence after 1986, annuity payments which are received after the
annuitant recovers the full amount of the purchase payments will be fully
includible in income. Should annuity payments cease on account of the death of
the annuitant before purchase payments have been fully recovered, the annuitant,
on his or her last tax return (or in certain cases the beneficiary), is allowed
a deduction for the unrecovered amount. A lump sum payment taken in lieu of
remaining annuity payments (as described in item 4 under Annuity Options Under
the WVA-83 and VIP-84 Contracts, page 22) is not considered an annuity payment
for tax purposes. Any such lump sum payment distributed to an annuitant would be
taxable as ordinary income and may be subject to a penalty tax as described
above.

For Contracts issued after January 18, 1985, certain minimum distribution
requirements apply in the case where the owner dies before annuity payments
begin. See EFFECTING AN ANNUITY, page 21.

Generally, the same tax rules apply to amounts received by the beneficiary as
those set forth above with respect to the Contract owner, except that the early
withdrawal penalty tax does not apply. The election of an annuity payment option
may defer taxes otherwise payable upon the receipt of a lump sum death benefit.

In addition, a transfer of the Contract to or the designation of a beneficiary
who is either 37 1/2 years younger than the Contract owner or a grandchild of
the contract owner may have Generation Skipping Transfer tax consequences under
section 2601 of the Code.

Certain transfers of a contract for less than full consideration, such as a
gift, will trigger tax on the investment income in the Contract. This rule does
not apply to certain transfers between spouses or incident to divorce. See
Ownership of the Contract, page 24.

Withholding. Unless you elect to the contrary, the portion of any amounts
received under the Contract that are attributable to investment income will be
subject to withholding to meet federal income tax obligations. The rate of
withholding on annuity payments will be determined on the basis of the
withholding certificate you may file with The Prudential. If you do not file
such a certificate, you will be treated, for purposes of determining your
withholding rate, as a married person with three exemptions. The rate of
withholding on all other payments made under the Contract, such as amounts
received upon withdrawals, will be 10%. Thus, if you fail to elect that The
Prudential not do so, it will withhold from every withdrawal or annuity payment
the appropriate percentage of the amount of the payment that constitutes
investment income and hence is taxable. The Prudential will provide you with
forms and instructions concerning your right to elect that no amount be withheld
from payments. If you elect not to have withholding made, you are liable for
payment of federal income taxes on the taxable portion of the distribution. You
may be subject to penalties under the estimated tax payment rules if your
withholding and estimated tax payments are not sufficient. If you do not provide
a social security number or other taxpayer identification number, you will not
be permitted to elect out of withholding. Generally, there will be no
withholding for taxes until payments are actually received under the Contract.

Taxes on The Prudential. Although the Account is registered as an investment
company, it is not a separate taxpayer for purposes of the Code. The earnings of
the Account are taxed as part of the operations of The

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<PAGE>

Prudential. No charge is being made currently against the Account for company
federal income taxes (excluding the charge for taxes attributable to premiums).
The Prudential will review the question of a charge to the Account for company
federal income taxes periodically. Such a charge may be made in future years for
any federal income taxes that would be attributable to the Contract.

Under current law, The Prudential may incur state and local taxes (in addition
to premium taxes) in several states. At present, these taxes are not significant
and they are not charged against the Contract or the Account. If there is a
material change in applicable state or local tax laws, the imposition of any
such taxes upon The Prudential that are attributable to the Account may result
in a corresponding charge against the Account.

EFFECTING AN ANNUITY

You may decide at any time to convert the amount of your Contract fund into a
fixed-dollar annuity payable to either one or two annuitant[s] named in the
Contract under one or more of the forms of annuity described below. (The VIP-84
Contract and the VIP-86 Contract permit the naming of either one or two
annuitants. However, the WVA-83 Contract permits the naming of only one
annuitant. Therefore, anything in this section which refers to "two annuitants"
does not apply to the WVA-83 Contract. See item 2 under Differences Under the
WVA-83 Contract, page 25.) If two annuitants are named in the Contract, you may
indicate how much of the amount you wish applied for each annuitant and under
which form[s] of annuity. Except for an annuity selected under the Supplemental
Life Annuity Option, WVA-83 and VIP-84 Contract owners may select a variable
annuity instead of or in addition to a fixed-dollar annuity. If such variable
annuity selection is made, amounts held under the Real Property Account and/or
fixed-rate option will be transferred to your Variable Account in accordance
with your instructions at the time your Contract fund is converted into an
annuity.

Unless The Prudential consents to a later date, the latest date that you can
choose for converting your Contract fund into an annuity is the first day of the
calendar month coinciding with or otherwise next following the 90th birthday of
the annuitant or, if there are two annuitants named in the Contract, the 90th
birthday of the younger of the annuitants. The Prudential will then make monthly
payments to the annuitant on the first day of each month for a period determined
by the form of annuity you select.

You must convert the entire value of your Contract fund to an annuity or to an
annuity and a cash withdrawal. If your Contract fund is not large enough to
produce an initial payment of $20 ($50 under VIP-86 Contracts), you will be paid
the amount of your Contract fund in a single sum. Annuity payments will not be
assignable by you or subject to the claims of creditors. The annuity is effected
on the first day of the month following receipt by The Prudential of proper
written notice that you have elected to convert your Contract fund to an annuity
or on the first day of any subsequent month that you designate. The first
monthly annuity payment will be made on the date the annuity is effected.

The Contract includes schedules that are used to determine the amount of the
first monthly variable and/or fixed dollar annuity payment that will be provided
by the amount credited to your Contract fund (the VIP-86 Contract provides a
schedule only for a Life Annuity with 120 Payments Certain Option; however,
other forms of annuity are available under the Supplemental Life Annuity
Option). The amount varies with the form of annuity selected. For life
annuities, it also varies with the age and sex of the annuitant (and contingent
annuitant, if the Joint and Survivor Annuity Option is chosen) and the date when
annuity payments begin. Also, if The Prudential is offering more favorable rates
than is set forth in the table of rates in the Contract, then those will be
used. For a variable annuity, subsequent monthly payments will vary in
accordance with the investment results of the subaccount[s] you have selected.
Page C1 of the statement of additional information explains in more detail how
your Contract fund is converted into a variable annuity. For a fixed-dollar
annuity, subsequent monthly payments will always be at least equal to the first
monthly payment.

If the Contract owner dies before the entire interest in the Contract is
distributed, the value of the Contract must be distributed to the designated
beneficiary as follows. If the death occurs on or after the annuity date, the
remaining portion of the interest in the Contract must be distributed at least
as rapidly as under the method of distribution being used as of the date of
death. If the death occurs before the annuity date, the entire interest in the
Contract must be distributed within 5 years after the date of death. However, if
an annuity payment option is selected by the designated beneficiary and if the
annuity payments begin within 1 year of the owner's death, the value of the
Contract may be distributed over the beneficiary's life or over a specified
period not exceeding the beneficiary's life expectancy. The owner's designated
beneficiary is the person to whom ownership of the Contract passes by reason of
death, and must be a natural person. If the designated beneficiary is the
owner's spouse, these rules will not apply until death of the owner's spouse.

Annuity Options Under the VIP-86 Contract. If you are the owner of a VIP-86
Contract, you may select any of the annuity options described below. Unlike many
variable annuity contracts, the VIP-86 Contract does not provide an option for a
variable payout during the annuity or payout period. All the annuity options
under this Contract

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are fixed annuity options under which the Contract owner's participation in the
Account's and/or Real Property Account's investment experience ceases when the
annuity is effected, and the amount of each monthly payment does not change.

The forms of annuity from which you may select are listed below. Under each,
annuity payments will be in monthly installments of a guaranteed amount. If you
do not select an annuity option to take effect by the annuity date stated in
your Contract (which will not be later than the annuitant's 90th birthday) the
interest payment option (see below) will become effective then.

1. Life Annuity with 120 Payments Certain. Payments will be made to the
annuitant monthly during his or her lifetime. If the annuitant dies before the
120th monthly payment is due, monthly annuity payments do not continue to the
beneficiary you designate unless you so select. Instead, the discounted value of
the remaining unpaid installments, to and including the 120th monthly payment,
is payable to the beneficiary in one sum. In calculating the discounted value of
the unpaid future payments, The Prudential will discount each such payment at
the interest rate used to compute the amount of the actual 120 payments. If the
payments were based on the tables of rates set forth in the Contract, the
interest rate used is 3.5% a year.

2. Interest Payment Option. You may choose to have The Prudential hold a
designated amount for you at interest. The Prudential will pay interest at an
effective rate of at least 3% a year, and it may pay a higher rate of interest.

3. Supplemental Life Annuity. You may choose to receive the proceeds of your
Contract fund in the form of payments like those of any annuity or life annuity
then regularly offered by The Prudential or by Pruco Life Insurance Company that
(1) is based on United States Currency; (2) is bought by a single sum; (3) does
not provide for dividends; and (4) does not normally provide for deferral of the
first payment. The Prudential currently offers a number of different annuity
options including joint and survivor annuities covering more than one person.

Annuity Options Under the WVA-83 and VIP-84 Contracts. If you own a WVA-83
Contract or a VIP-84 Contract, the following provisions of this section apply to
you. You have considerable flexibility in selecting an annuity: (1) you may
select either a fixed-dollar or variable annuity (a variable annuity is not
available under the Supplemental Life Annuity Option described in item 5 below)
or both; (2) you may select more than one annuity option; (3) if you select a
variable annuity, you may apply the value of your Variable Account to only one
or to two or more subaccounts, and not necessarily the same subaccount
distribution as you used before selecting an annuity; and (4) if two annuitants
are named in the VIP-84 Contract, you may select a separate annuity or annuities
for each annuitant. However, the initial minimum monthly payment amount will be
applicable to each payee, each annuity, and each subaccount selected.

Except as provided in the Annuity Certain Option described in item 4 below, and
under certain forms of annuity available under the Supplemental Life Annuity
Option described in item 5 below, once annuity payments begin, the annuitant
cannot surrender the annuity benefit and receive a one-sum payment in lieu
thereof (such surrender and one-sum payment also may be under certain forms of
annuity available under the Supplemental Life Annuity Option described in item 5
below). However, as described under Transfers on page 13, if a variable annuity
is selected, the annuitant may transfer the annuity funds between subaccounts up
to four times each Contract year. Additionally, an annuitant who is receiving a
variable annuity may convert all or a part of the variable annuity to a
fixed-dollar annuity, provided: (1) the fixed-dollar annuity is the same form of
annuity as the variable annuity and has the same certain or specified period as
remained under the variable annuity on the conversion date, (2) the present
value on the conversion date of the variable annuity, or portion of the variable
annuity to be converted, calculated in accordance with the Contract, must
produce a monthly payment of at least $20 under the fixed-dollar annuity, and
(3) if only a portion of the variable annuity is converted, the Subaccount
Annuity Units remaining in the unconverted portion must be sufficient to produce
a monthly payment on the conversion date of at least $20.

After annuity payments begin, conversion may not be made from a fixed-dollar
annuity to a variable annuity.

The forms of annuity from which you may select are listed below. Under each, (1)
variable annuity payments can be expected to vary from month to month according
to the investment experience of the portfolio or portfolios in which your
Variable Account is invested, or (2) fixed-dollar annuity payments will be in
monthly installments of a guaranteed amount. For the reason explained on page C1
of the statement of additional information, if the assets of the subaccount
which you have selected do not earn an investment return of 4.7% a year, the
amount of payments under a variable annuity will decrease; conversely, if the
assets of the subaccount(s) which you have selected earn an investment return of
more than 4.7% a year, variable annuity payments will increase. If you choose to
convert your Variable Account into an annuity but fail to select one or more of
the annuity options, we will provide a variable Life Annuity with 120 payments
certain to the annuitant (if two annuitants are named in the VIP-84 Contract and
both are living, the variable Life Annuity with 120 payments certain will be
provided for the annuitant identified as First Annuitant in the Contract).

1. Life Annuity. Payments will be made to the annuitant monthly during his or
her lifetime and will cease with the last monthly payment before his or her
death. Should the annuitant die within a few years after payments begin,

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total payments received will probably be substantially less than the value of
your Variable Account when annuity payments first began, and as little as one
payment could be received under this form of annuity.

2. Life Annuity with 120 Payments Certain. Payments will be made to the
annuitant monthly during his or her lifetime. If the annuitant dies before the
120th monthly payment is due, monthly annuity payments do not continue to the
beneficiary designated by the annuitant unless he or she so selects. Instead,
the discounted value of the remaining unpaid installments, to and including the
120th monthly payment, is payable to the beneficiary in one sum. In calculating
the discounted value of the unpaid future payments, we will discount each such
payment at an interest rate of 3.5% a year. The monthly payments under this form
of annuity will be slightly lower than those payable under the life annuity
described above.

3. Joint and Survivor Life Annuity. Payments will be made to the annuitant
monthly during his or her lifetime and, if the contingent annuitant you
designate is living at the time of the annuitant's death, to that person until
his or her death. The monthly payments to your contingent annuitant will be
equal to those that would have been received by the annuitant if he or she had
survived unless a different amount is required by applicable law or regulation
or by the terms of a plan. Monthly payments under this form of annuity will be
less than the payments under either of the forms described above.

4. Annuity Certain. Payments will be made to the annuitant monthly for a period
of 60, 120, 180 or 240 months. During this period, the annuitant may elect to
receive a lump sum payment in lieu of the remaining monthly payments or to
receive a partial lump sum payment with reduced monthly payments thereafter. Any
partial lump sum payment must be $300 or more. Also, the initial reduced monthly
payment must equal or exceed $20. If the annuitant dies during the
annuity-certain period, monthly payments will not continue to the beneficiary
you designate unless you so select. Instead, the beneficiary will receive a lump
sum payment. The amount of the lump sum payment (or partial lump sum payment) is
determined by discounting each remaining unpaid monthly payment (or the amount
by which each remaining monthly payment is reduced as a result of a partial lump
sum payment) at an interest rate of 3.5% a year. This will be paid to the
annuitant or the annuitant's beneficiary, whichever is applicable.

5. Supplemental Life Annuity. Fixed-dollar annuity payments will be provided as
described in item 3 under Annuity Options Under the VIP-86 Contract, page 21.

Legal Considerations Relating to Sex-Distinct Annuity Purchase Rates. It should
be noted that while in general the Contract provides for sex-distinct annuity
purchase rates for life annuities, those rates are not applicable to Contracts
offered in states that have adopted regulations prohibiting sex-distinct annuity
purchase rates. Rather, blended unisex annuity purchase rates for life annuities
will be provided under all Contracts issued in those states, whether the
annuitant is male or female. Other things being equal, such unisex annuity
purchase rates will result in the same monthly annuity payments for male and
female annuitants.

OTHER INFORMATION

Voting Rights. As stated above, all of the assets held in the subaccounts of the
Account will be invested in shares of the corresponding portfolios of the Series
Fund. The Prudential is the legal owner of those shares and as such has the
right to vote on any matter voted on at Series Fund shareholders meetings.
However, The Prudential will, as required by law, vote the shares of the Series
Fund at any regular and special shareholders meetings it is required to hold in
accordance with voting instructions received from Contract owners. The Series
Fund will not hold annual shareholders meetings when not required to do so under
Maryland law or the Investment Company Act of 1940. Series Fund shares for which
no timely instructions from Contract owners are received, and any shares
attributable to general account investments of The Prudential will be voted in
the same proportion as shares in the respective portfolios for which
instructions are received. Should the applicable federal securities laws or
regulations, or their current interpretation, change so as to permit The
Prudential to vote shares of the Series Fund in its own right, it may elect to
do so.

Matters on which Contract owners may give voting instructions include the
following: (1) election of the Board of Directors of the Series Fund; (2)
ratification of the independent accountant of the Series Fund; (3) approval of
the investment advisory agreement for a portfolio of the Series Fund
corresponding to the Contract owner's selected subaccount[s]; (4) any change in
the fundamental investment policy of a portfolio corresponding to the Contract
owner's selected subaccount[s]; and (5) any other matter requiring a vote of the
shareholders of the Series Fund. With respect to approval of the investment
advisory agreement or any change in a portfolio's fundamental investment policy,
Contract owners participating in such portfolios will vote separately on the
matter, pursuant to the requirements of Rule 18f-2 under the 1940 Act.

The number of Series Fund shares for which instructions may be given by a
Contract owner is determined by dividing the portion of the value of the
Contract derived from participation in a subaccount, by the value of one

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share in the corresponding portfolio of the Series Fund. The number of votes for
which each Contract owner may give The Prudential instructions will be
determined as of the record date chosen by the Board of Directors of the Series
Fund. The Prudential will furnish Contract owners with proper forms and proxies
to enable them to give these instructions. The Prudential reserves the right to
modify the manner in which the weight to be given voting instructions is
calculated where such a change is necessary to comply with current federal
regulations or interpretations of those regulations. WVA-83 and VIP-84 Contract
owners who elect to receive a variable annuity option will continue to have
voting rights during their payout period. Their number of votes will be
determined in the same manner as described above, but will decrease throughout
the payout period.

Contract owners also share with the owners of all Prudential contracts and
policies the right to vote in elections for members of the Board of Directors of
The Prudential.

Sale of the Contract and Sales Commissions. Pruco Securities Corporation
("Prusec"), an indirect wholly-owned subsidiary of The Prudential, acts as the
principal underwriter of the Contract. Prusec, organized in 1971 under New
Jersey law, is registered as a broker and dealer under the Securities Exchange
Act of 1934 and is a member of the National Association of Securities Dealers,
Inc. Prusec's principal business address is 1111 Durham Avenue, South
Plainfield, New Jersey 07080. The Contract is sold by registered representatives
of Prusec who are also authorized by state insurance departments to do so. The
Contract may also be sold through other broker-dealers authorized by Prusec and
applicable law to do so. Registered representatives of such other broker-dealers
may be paid on a different basis than described below. Commissions of 3% to the
selling representative and a 0.6% management override will be paid on the first
$2,000 of purchase payments per Contract and commissions of 2.25% to the selling
representative and a 0.4% management override will be paid on all purchase
payments thereafter. Such commissions will be subject to reduction if The
Prudential accepts purchase payments on and after the annuitant's 81st birthday.
See Requirements for Issuance of a Contract, page 12. Such commissions may not
be payable, however, where a Contract owner has surrendered an existing contract
of The Prudential or its subsidiaries to purchase the Contract. Representatives
who meet certain productivity, profitability, and persistency standards with
regard to the sale of the Contract will be eligible for additional compensation.

Sales expenses in any year are not equal to the deduction for sales load in that
year. The Prudential expects to recover its total sales expenses over the
periods the Contracts are in effect. To the extent that the sales charges are
insufficient to cover total sales expenses, the sales expenses will be recovered
from The Prudential's surplus.

Ownership of the Contract. Ordinarily the purchaser of a Contract is both the
Contract owner and the person entitled to receive an annuity and is entitled to
exercise all the rights under the Contract. Ownership of the Contract may,
however, be transferred to another person who need not be the person who is to
receive annuity payments. In addition, businesses that own a Contract under
which an employee is the annuitant may be able to change the annuitant from one
key employee to another if certain requirements are met. Generally, ownership of
the Contract is not assignable to another insurance company or employee benefit
plan or program without The Prudential's consent. Transfer of the ownership of a
Contract may involve federal income tax consequences, and you should consult
with a qualified tax advisor before attempting any such transfer.

Reports to Contract Owners. Once each Contract year, Contract owners will be
sent statements that provide certain information pertinent to their own
Contract. These statements detail values and transactions made and specific
Contract data that apply only to each particular Contract. On request, a
Contract owner will be sent a current statement in a form similar to that of the
annual statement described above, but The Prudential may limit the number of
such requests or impose a reasonable charge if such requests are made too
frequently.

Each Contract owner will be sent an annual report for the Account. Contract
owners will also be sent annual and semi-annual reports of the Series Fund
showing the financial condition of the portfolios and the investments held in
each.

Performance Information. Performance information for the subaccounts may appear
in advertising and reports to current and prospective Contract owners.
Performance information is based on historical investment experience of those
investment options and does not indicate or represent future performance.

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

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

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

<PAGE>

Reports or advertising may include comparative performance information,
including, but not limited to: comparisons to market indices; comparisons to
other investments; performance rankings; and data presented by analysts or
included in publications.

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

Substitution of Series Fund Shares. Although The Prudential believes it to be
unlikely, it is possible that in the judgment of its management, one or more of
the portfolios of the Series Fund may become unsuitable for investment by
Contract owners because of investment policy changes, tax law changes, or the
unavailability of shares for investment. In that event, The Prudential may seek
to substitute the shares of another portfolio or of an entirely different mutual
fund. Before this can be done, the approval of the SEC, and possibly one or more
state insurance departments, will be required. Contract owners will be notified
of such substitution.

Differences Under the WVA-83 Contract. As stated in the section entitled The
Prudential Individual Variable Annuity Contract on page 11, the descriptions of
The Prudential Individual Variable Annuity Contract in the preceding sections of
this prospectus and on page C1 of the statement of additional information
generally apply to the VIP-86 Contract, the VIP-84 Contract and the WVA-83
Contract. Although differences among the three forms of Contract have been
described, additional differences between the earlier WVA-83 Contract and the
two later forms of the Contract are set forth below.

1. Sales charges on withdrawals...Under the WVA-83 Contract, any amount
that you withdraw will be treated, for the purpose of determining the
sales charge, as a withdrawal of purchase payments, rather than
investment income, until you have withdrawn your aggregate purchase
payments. There will be no sales charge on amounts withdrawn after all
purchase payments have been withdrawn. For sales charge purposes,
purchase payments are deemed to be withdrawn on a first-in, first-out
basis. The amount of the sales charge will depend on the amount
withdrawn and the number of Contract years that have elapsed since you
made the particular purchase payments deemed to be withdrawn. The 10%
free withdrawal privilege will be applied toward the total amount
withdrawn. Withdrawals are treated, for purposes of federal income
taxation, as first from investment income, even though The Prudential
treats them as being made from purchase payments.

2. Naming of annuitant...Under the WVA-83 Contract, only one annuitant
may be named. There is no provision for naming two annuitants as is
the case under the VIP-84 Contract and the VIP-86 Contract. Wherever
this prospectus mentions "one or two annuitants", or "two annuitants",
the term "two annuitants" does not apply to the WVA-83 Contract, and
anything which is contingent upon two annuitants being named in the
Contract does not apply to the WVA-83 Contract. Therefore, any
discussion in the preceding sections of this prospectus which relates
to two annuitants, such as the possibility of a death benefit credit
being added to your Variable Account due to the death of the first to
die of the two annuitants named in the Contract (as described in the
third paragraph under Death Benefit on page 14), will not apply to the
WVA-83 Contract.

3. Determination of minimum amount payable to a beneficiary...Under the
WVA-83 Contract, the minimum amount payable to the beneficiary (due to
the death of the annuitant prior to age 65 and before the annuity
date) will be equal to the total amount of purchase payment you have
made, less any withdrawals (i.e., there is no proportional reduction
of the minimum amount as is the case under the VIP-84 Contract and the
VIP-86 Contract).

4. Modification of sentence on page C1 of the statement of additional
information...The second sentence in the next to last paragraph under
section B, Determination of the Amount of Monthly Variable Annuity
Payment, as it applies to the WVA-83 Contract, is modified to read:
"For example, for a person of 65 years of age who has selected a
lifetime annuity with a guaranteed minimum of 120 payments, the
applicable schedules currently provide that 1000 Subaccount Annuity
Units will result in the payment each month of an amount equal to the
value of 6.28 Subaccount Annuity Units."

5. Determination of amount of monthly variable annuity payments...Under
the WVA-83 Contract, the amount of each monthly variable annuity
payment made on the first day of the month will be equal to the
Subaccount Annuity Units (determined as described on page C1 of the
statement of additional information) multiplied by the Subaccount
Annuity Unit Value at the end of that day, if a business day, or
otherwise at the end of the last preceding business day.

State Regulation. The Prudential is subject to regulation and supervision by the
Department of Insurance of the State of New Jersey, which periodically examines
its operations and financial condition. It is also subject to the insurance laws
and regulations of all jurisdictions in which it is authorized to do business.

The Prudential is required to submit annual statements of its operations,
including financial statements, to the insurance departments of the various
jurisdictions in which it does business to determine solvency and compliance
with local insurance laws and regulations.

25
<PAGE>

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

Litigation. No litigation is pending that would have a material effect upon the
Account or the Series Fund.

Additional Information. A registration statement has been filed with the SEC
under the Securities Act of 1933 and the Investment Company Act of 1940,
relating to the offering described in this prospectus. This prospectus does not
include all the information set forth in the registration statement. Certain
portions have been omitted pursuant to the rules and regulations of the SEC. The
omitted information may, however, be obtained from the SEC's principal office in
Washington, D.C., upon payment of a prescribed fee.

Further information, including the statement of additional information prepared
by The Prudential, may also be obtained from The Prudential's office. The
address and telephone number are set forth on the cover of this prospectus.

The Contents of the statement of additional information include:

OTHER INFORMATION CONCERNING THE ACCOUNT

A. Experts
B. Principal Underwriter
C. Participation in Divisible Surplus
D. Performance Information
E. Financial Statements

FINANCIAL STATEMENTS OF THE PRUDENTIAL INDIVIDUAL VARIABLE CONTRACT ACCOUNT

CONSOLIDATED FINANCIAL STATEMENTS OF THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
AND SUBSIDIARIES

DETERMINATION OF SUBACCOUNT UNIT VALUES AND OF AMOUNT OF MONTHLY VARIABLE
ANNUITY PAYMENTS

A. Subaccount Unit Values
B. Determination of the Amount of Monthly Variable Annuity Payment

26
<PAGE>

DIRECTORS AND OFFICERS

The directors and certain officers of The Prudential, listed with their
principal occupations during the past 5 years, are shown below.

DIRECTORS OF THE PRUDENTIAL

FRANKLIN E. AGNEW, Director.--Business Consultant and former Senior Vice
President of H.J. Heinz. Address: One Mellon Bank Center, Suite 2120,
Pittsburgh, PA 15219.

FREDERIC K. BECKER, Director.--President of Wilentz, Goldman, and Spitzer (law
firm). Address: 90 Woodbridge Center Drive, Woodbridge, NJ 07095.

WILLIAM W. BOESCHENSTEIN, Director.--Director, Owens-Corning Fiberglas
Corporation. Address: Fiberglas Tower, Toledo, OH 43659.

LISLE C. CARTER, JR., Director.--Former Senior Vice President and General
Counsel, United Way of America. Address: 1307 Fourth Street, S.W., Washington,
DC 20024.

JAMES G. CULLEN, Director.--President, Bell Atlantic Corporation since 1993;
Prior to 1993: President, New Jersey Bell. Address: 1301 North Court House Road,
11th floor, Alexandria, VA 22201.

CAROLYNE K. DAVIS, Director.--Health Care Advisor, Ernst & Young. Address: 1200
Nineteenth Street, N.W., 4th floor, Washington, DC 20024.

ROGER A. ENRICO, Director.--Vice Chairman, Pepsi Co. Inc. since 1993; 1991 to
1993: Chairman and Chief Executive Officer, Pepsi Co. Worldwide Foods; Prior to
1991: President and Chief Executive Officer, Pepsi Co. Worldwide Beverages.
Address: 7701 Legacy Drive, Plano, TX 75024.

ALLAN D. GILMOUR, Director.--Former Vice Chairman, Ford Motor Company. Address:
Prudential Plaza, Newark, NJ 07102-3777.

WILLIAM H. GRAY, III, Director.--President and Chief Executive Officer, United
Negro College Fund, Inc. since 1991; Prior to 1991: United States Representative
for Pennsylvania's 2nd District. Address: 500 East 62nd Street, New York, NY
10021.

JON F. HANSON, Director.--Chairman, Hampshire Management Co. Address: 235 Moore
Street, Suite 200, Hackensack, NJ 07601.

CONSTANCE J. HORNER, Director.--Guest Scholar, The Brookings Institution since
1993; 1991 to 1992 Assistant to the President and Director of Presidential
Personnel, U.S. Government; Prior to 1991: Deputy Secretary, Department of
Health and Human Services. Address: 1775 Massachusetts Avenue, N.W., Washington,
DC 20036-2188.

ALLEN F. JACOBSON, Director.--Former Chairman and Chief Executive Officer,
Minnesota Mining & Manufacturing Co. Address: 30 Seventh Street East, St. Paul,
MN 55101-4901.

GARNETT L. KEITH, JR., Director and Vice Chairman.--Vice Chairman of The
Prudential. Address: Prudential Plaza, Newark, NJ 07102-3777.

BURTON G. MALKIEL, Director.--Chemical Bank Chairman's Professor of Economics,
Princeton University. Address: Princeton University, Department of Economics,
110 Fisher Hall, Prospect Avenue, Princeton, NJ 08544-1021.

JOHN R. OPEL, Director.--Prior to 1994, Chairman of the Executive Committee,
International Business Machines Corporation. Address: 590 Madison Avenue, New
York, NY 10022.

ARTHUR F. RYAN, Chairman of the Board, President, and Chief Executive Officer.
- --Chairman of the Board, President, and Chief Executive Officer, The Prudential
since 1994; Prior to 1994, President and Chief Operating Officer, Chase
Manhattan Corporation. Address: 751 Broad Street, Newark, NJ 07102-3777.

CHARLES R. SITTER, Director.--President and Director, Exxon Corporation since
1993; Prior to 1993; Director, Exxon Corporation. Address: 225 John W. Carpenter
Freeway, Irving, TX 75062.

DONALD L. STAHELI, Director.--Chairman and Chief Executive Officer, Continental
Grain Company since 1994; Prior to 1994; Chairman, Continental Grain Company.
Address: 277 Park Avenue, New York, NY 10172.

RICHARD M. THOMSON, Director.--Chairman of the Board and Chief Executive
Officer, The Toronto-Dominion Bank. Address: P.O. Box 1, Toronto-Dominion
Centre, Toronto, Ontario, M5K 1A2, Canada.

27
<PAGE>

P. ROY VAGELOS, M.D., Director.--Chairman, Regeneron Pharmaceuticals since 1995;
Prior to 1995, Chairman, President and Chief Executive Officer, Merck & Co.,
Inc. Address: 126 East Lincoln Avenue, Rahway, NJ 07065.

STANLEY C. VAN NESS, Director.--Attorney, Picco Mack Herbert Kennedy Jaffe
Perrella and Yoskin (law firm). Address: One State Street Square, Suite 1000,
Trenton, NJ 08607-1388.

PAUL A. VOLCKER, Director.--Chairman, James D. Wolfensohn, Inc. Address: 599
Lexington Avenue, New York, NY 10022.

JOSEPH H. WILLIAMS, Director.--Chairman of the Board, The Williams Companies
since 1994; Prior to 1994: Chairman and Chief Executive Officer, The Williams
Companies. Address: P.O. Box 2400, Tulsa, OK 74102.

OTHER EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

DOROTHY K. LIGHT, Vice President and Secretary.--Vice President and Secretary of
The Prudential.

EUGENE M. O'HARA, Senior Vice President and Comptroller.--Senior Vice President
and Comptroller of The Prudential.

MARTIN PFINSGRAFF, Vice President and Treasurer.--Vice President and Treasurer
of The Prudential since 1991; Prior to 1991: Senior Vice President, Mellon Bank.

<PAGE>

PART B

INFORMATION REQUIRED IN A
STATEMENT OF ADDITIONAL INFORMATION

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

May 1, 1995

INDIVIDUAL VARIABLE ANNUITY CONTRACTS
OF
THE PRUDENTIAL INDIVIDUAL VARIABLE CONTRACT ACCOUNT

The Individual Variable Annuity Contract (the "Contract") of The Prudential
Individual Variable Contract Account (the "Account") is a variable annuity
contract issued by The Prudential Insurance Company of America ("The
Prudential"). The Contract is purchased by making an initial purchase payment of
$1,000 or more; subsequent payments must be $100 or more.

This statement of additional information is not a prospectus and should be read
in conjunction with the Contract's prospectus, dated May 1, 1995, which is
available without charge upon written request to The Prudential Insurance
Company of America, Prudential Plaza, Newark, New Jersey 07102-3777, or by
telephoning (800) 445-4571.

The Prudential Insurance Company of America
Prudential Plaza
Newark, New Jersey 07102-3777
Telephone: (800) 445-4571

VIP-1B Ed 5-95
Catalog # 64M0999

<PAGE>
CONTENTS

Page

OTHER INFORMATION CONCERNING THE ACCOUNT ................................... 1
A. Experts ............................................................ 1
B. Principal Underwriter .............................................. 1
C. Participation in Divisible Surplus ................................. 1
D. PERFORMANCE INFORMATION ............................................ 1
E. Financial Statements ............................................... 5

FINANCIAL STATEMENTS OF THE PRUDENTIAL INDIVIDUAL VARIABLE CONTRACT
ACCOUNT .................................................................. A1

CONSOLIDATED FINANCIAL STATEMENTS OF THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA AND SUBSIDIARIES .............................................. B1

DETERMINATION OF SUBACCOUNT UNIT VALUES AND OF THE AMOUNT OF MONTHLY
VARIABLE ANNUITY PAYMENTS ................................................ C1
A. Subaccount Unit Values ............................................. C1
B. Determination of the Amount of Monthly Variable Annuity Payment .... C1

<PAGE>

OTHER INFORMATION CONCERNING THE ACCOUNT

A. Experts. The financial statements included in the statement of additional
information and the financial statements from which the Condensed Financial
Information included in this prospectus have been derived, have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports
appearing herein. Such financial statements and Condensed Financial Information
have been included herein in reliance upon the reports of such firm given upon
their authority as experts in accounting and auditing. Deloitte & Touche LLP's
principal business address is Two Hilton Court, Parsippany, New Jersey
07054-0319.

B. Principal Underwriter. Pruco Securities Corporation ("Prusec"'), an
indirectly wholly-owned subsidiary of The Prudential, performs all sales and
distribution functions regarding the Contracts and may be deemed to be the
"principal underwriter" of the Account under the Investment Company Act of 1940.

C. Participation in Divisible Surplus. A mutual life insurance company, such as
The Prudential, differs from a stock life insurance company in that it has no
stockholders who are the owners of the enterprise. Every owner of a Prudential
Contract participates in the divisible surplus of The Prudential, according to
an annual determination of The Prudential's Board of Directors of the portion,
if any, of the divisible surplus of the entire company that is attributable to
the class of contracts of which he or she is an owner. Before annuity payments
begin it is unlikely that any dividends will be payable to the owners of the
Contracts described in the prospectus because the charges made by The Prudential
are not expected to exceed its actual expenses in distributing and administering
the Contracts. However, there may be dividends payable during an annuity payout
period.

D. PERFORMANCE INFORMATION

The tables that follow provide performance information for each subaccount
through December 31, 1994. The performance information is based on historical
experience and does not indicate or represent future performance. The Growth
Stock and Small Capitalization Stock Portfolios were not in operation in 1994.

1
<PAGE>

Annual Average Total Return

Table 1 below shows the average annual rates of total return on hypothetical
investments of $1,000 for periods ended December 31, 1994 in each subaccount
other than the Money Market Subaccount. These figures assume withdrawal of the
investments at the end of the period other than to effect an annuity under the
Contract.
<TABLE>

Table 1
Average Annual Total Return
From Date
Subaccount
Established
Date One Year Ended Five Years Ended Ten Years Ended Through
Subaccount Established 12/31/94 12/31/94 12/31/94 12/31/94
- ---------- ----------- -------------- ---------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Bond ................. 5/83 -10.68 5.63 7.69 7.75

High Yield Bond ...... 2/87 -10.21 8.91 N/A 5.88

Government
Securities ........... 5/89 -12.48 4.93 N/A 6.27

Common Stock ......... 5/83 -5.03 9.37 13.43 11.85

Stock Index .......... 10/87 -6.76 6.26 N/A 11.39

High Dividend Stock .. 2/88 -6.36 8.96 N/A 11.11

Natural Resources .... 5/88 -11.67 3.97 N/A 8.39

Global Equity ........ 5/89 -12.22 2.97 N/A 4.64

Conservatively
Managed Flexible ..... 5/83 -8.59 6.35 8.91 8.58

Aggressively
Managed Flexible ..... 5/83 -10.62 7.08 10.17 9.18

Growth Stock ......... 4/95 N/A N/A N/A N/A

Small Capitalization
Stock ............... 4/95 N/A N/A N/A N/A

</TABLE>

The average annual rates of total return shown above are computed by finding the
average annual compounded rates of return over the periods shown that would
equate the initial amount invested to the withdrawal value, in accordance with
the following formula: P(1+T)"- ERA. In the formula, P is a hypothetical
investment of $1,000; T is the average annual total return; " is the number of
years; and ERA is the withdrawal value at the end of the periods shown. These
figures assume deduction of the maximum deferred sales charge that may be
applicable to a particular period. The annual contract fee is included, however
it applies only if the Contract Fund is less than $10,000.

2
<PAGE>

Non-Standard Total Return

Table 2 below shows the average annual rates of return as in Table 1, but
assumes that the investments are not withdrawn at the end of the period or that
the Contract owner annuitizes at the end of the period.
<TABLE>

Table 2
Average Annual Total Return Assuming No Withdrawal
<CAPTION>

From Date
Subaccount
Established
Date One Year Ended Five Years Ended Ten Years Ended Through
Subaccount Established 12/31/94 12/31/94 12/31/94 12/31/94
- ---------- ----------- -------------- ---------------- --------------- -----------
<S> <C> <C> <C> <C> <C>
Bond .................... 5/83 -4.68 6.04 7.69 7.75

High Yield Bond ......... 2/87 -4.18 9.27 N/A 5.95

Government
Securities .............. 5/89 -6.59 5.35 N/A 6.61

Common Stock ............ 5/83 1.26 9.72 13.43 11.85

Stock Index ............. 10/87 -0.49 6.66 N/A 11.44

High Dividend Stock ..... 2/88 -0.07 9.32 N/A 11.23

Natural Resources ....... 5/88 -5.73 4.42 N/A 8.54

Global Equity ........... 5/89 -6.32 3.43 N/A 5.01

Conservatively
Managed Flexible ........ 5/83 -2.44 6.75 8.91 8.58

Aggressively
Managed Flexible ........ 5/83 -4.61 7.46 10.17 9.18

Growth Stock ............ 4/95 N/A N/A N/A N/A

Small Capitalization
Stock ................... 4/95 N/A N/A N/A N/A

</TABLE>

<PAGE>

Table 3 shows the cumulative total return for the subaccounts, assuming no
withdrawal.
<TABLE>

Table 3
Cumulative Total Return Assuming No Withdrawal
<CAPTION>

High Yield Bond ...... 2/87 -4.18 55.75 N/A 57.31

Government
Securities ........... 5/89 -6.59 29.79 N/A 43.70

Common Stock ......... 5/83 1.26 58.99 252.53 266.78

Stock Index .......... 10/87 -0.49 38.03 N/A 118.08

High Dividend
Stock ................ 2/88 -0.07 56.10 N/A 107.55

Natural
Resources ............ 5/88 -5.73 24.14 N/A 72.65

Global Equity ........ 5/89 -6.32 18.38 N/A 31.89

Conservatively
Managed Flexible ..... 5/83 -2.44 38.65 134.90 160.08

Aggressively
Managed Flexible ..... 5/83 -4.61 43.32 163.49 177.00

Growth Stock ......... 4/95 N/A N/A N/A N/A

Small Capitalization
Stock ................ 4/95 N/A N/A N/A N/A

</TABLE>

Money Market Subaccount Yield

The "yield" and "effective yield" of the Money Market Subaccount for the seven
days ended December 31, 1994 were 4.0226% and 4.1030%, respectively.

The yield is computed by determining the net change, exclusive of capital
changes, in the value of a hypothetical pre-existing account having a balance of
one accumulation unit of the Money Market Subaccount at the beginning of the
period, subtracting a hypothetical charge reflecting deductions from
contractowner accounts, and dividing the difference by the value of the
subaccount at the beginning of the base period to obtain the base period return,
and then multiplying the base period return by (365/7), with the resulting
figure carried to the nearest hundredth of 1%.

The deduction referred to above consists of the 1% charge for mortality and
expense risks and the 0.20% charge for administration. It does not reflect the
deferred sales charge. It does reflect the annual contract fee, however it will
only be charged if the Contract Fund is less than $10,000.

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

The yields on amounts held in the Money Market Subaccount will fluctuate on a
daily basis. Therefore, the stated yields for any given period are not an
indication of future yields.

4
<PAGE>

Comparisons

Reports or advertising may include comparative performance information,
including, but not limited to: (1) comparisons to market indices such as the Dow
Jones Industrial Average, the Standard & Poor's 500 Index, the Value Line
Composite Index, the Russell 2000 Index, the Morgan Stanley World Index, the
Lehman Brothers bond indices; (2) comparisons to other investments, such as
certificates of deposit; (3) performance rankings assigned by services such as
Morningstar, Inc. and Variable Annuity Research and Data Services (VARDS), and
Lipper Analytical Services, Inc.; (4) data presented by analysts such as Dow
Jones, A.M. Best, The Bank Rate Monitor National Index; and (5) data in
publications such as The Wall Street Journal, Times, Forbes, Barrons, Fortune,
Money Magazine, and Financial World.

E. Financial Statements. The consolidated financial statements of The Prudential
and subsidiaries included herein should be distinguished from the financial
statements of the Account, and should be considered only as bearing upon the
ability of The Prudential to meet its obligations under the Contracts.

<PAGE>

FINANCIAL STATEMENTS OF
THE PRUDENTIAL INDIVIDUAL VARIABLE CONTRACT ACCOUNT

STATEMENTS OF NET ASSETS

December 31, 1994

<TABLE>
<CAPTION>
SUBACCOUNTS
--------------------------------------------------------------

AGGRESSIVELY
MONEY COMMON MANAGED
TOTAL MARKET BOND STOCK FLEXIBLE
-------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investment in shares of The Prudential Series
Fund, Inc.
Portfolios at net asset value [Note 2]........ $4,558,775,607 $ 300,344,509 $ 200,978,090 $ 710,138,411 $ 651,512,746
-------------- -------------- -------------- -------------- --------------
LIABILITIES
Payable to Related Separate Account............. 30,271 0 0 0 0
-------------- -------------- -------------- -------------- --------------
NET ASSETS........................................ $4,558,745,336 $ 300,344,509 $ 200,978,090 $ 710,138,411 $ 651,512,746
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------
NET ASSETS, representing:
Equity of Contract owners [Note 7].............. $4,491,677,469 $ 290,723,504 $ 198,809,209 $ 703,682,688 $ 644,179,285
Equity of annuitants [Note 7]................... 68,523 0 0 20,182 15,031
Equity of The Prudential Insurance Company of
America....................................... 66,999,344 9,621,005 2,168,881 6,435,541 7,318,430
-------------- -------------- -------------- -------------- --------------
$4,558,745,336 $ 300,344,509 $ 200,978,090 $ 710,138,411 $ 651,512,746
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------
Accumulation units.............................. -- 157,409,906 81,830,653 188,251,121 227,810,335
</TABLE>

STATEMENTS OF OPERATIONS

For the year ended December 31, 1994

<TABLE>
<CAPTION>
SUBACCOUNTS
--------------------------------------------------------------

AGGRESSIVELY
MONEY COMMON MANAGED
TOTAL MARKET BOND STOCK FLEXIBLE
-------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividend distributions received................. $ 161,153,078 $ 11,184,738 $ 13,636,077 $ 15,268,485 $ 18,244,490

EXPENSES
Charges to Contract owners and annuitants for
assuming mortality risk and expense risk and
for administration [Note 3A].................. 51,976,248 3,274,856 2,584,267 7,660,708 7,603,317
-------------- -------------- -------------- -------------- --------------
NET INVESTMENT INCOME (LOSS)...................... 109,176,830 7,909,882 11,051,810 7,607,777 10,641,173
-------------- -------------- -------------- -------------- --------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
Capital gains distributions received............ 90,120,652 0 502,181 28,556,126 18,672,462
Realized gain (loss) on shares redeemed
[average cost basis].......................... (222,561) 0 (1,189,724) 928,662 110,654
Net unrealized loss on investments.............. (293,645,714) 0 (20,577,461) (28,001,165) (57,317,849)
-------------- -------------- -------------- -------------- --------------
NET GAIN (LOSS) ON INVESTMENTS.................... (203,747,623) 0 (21,265,004) 1,483,623 (38,534,733)
-------------- -------------- -------------- -------------- --------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS....................... $ (94,570,793) $ 7,909,882 $ (10,213,194) $ 9,091,400 $ (27,893,560)
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A7 THROUGH A10.
A1

<PAGE>

STATEMENTS OF NET ASSETS (CONTINUED)
December 31, 1994
<TABLE>
<CAPTION>
SUBACCOUNTS (CONTINUED)
------------------------------------------------------------------------------

CONSERVATIVELY HIGH HIGH
MANAGED YIELD STOCK DIVIDEND NATURAL
FLEXIBLE BOND INDEX STOCK RESOURCES
-------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investment in shares of The Prudential Series
Fund, Inc.
Portfolios at net asset value [Note 2]........ $1,228,415,021 $ 159,076,471 $ 204,026,082 $ 520,202,994 $ 84,646,509
-------------- -------------- -------------- -------------- --------------
LIABILITIES
Payable to Related Separate Account............. 0 0 0 30,271 0
-------------- -------------- -------------- -------------- --------------
NET ASSETS........................................ $1,228,415,021 $ 159,076,471 $ 204,026,082 $ 520,172,723 $ 84,646,509
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------
NET ASSETS, representing:
Equity of Contract owners [Note 7].............. $1,216,642,917 $ 157,067,209 $ 203,335,688 $ 516,193,893 $ 83,316,982
Equity of annuitants [Note 7]................... 33,310 0 0 0 0
Equity of The Prudential Insurance Company of
America....................................... 11,738,794 2,009,262 690,394 3,978,830 1,329,527
-------------- -------------- -------------- -------------- --------------
$1,228,415,021 $ 159,076,471 $ 204,026,082 $ 520,172,723 $ 84,646,509
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------
458,226,935 97,836,806 114,729,189 245,368,458 47,590,396

GLOBAL GOVERNMENT
EQUITY SECURITIES
-------------- --------------
<S> <C> <C>
ASSETS
Investment in shares of The Prudential Series
Fund, Inc.
Portfolios at net asset value [Note 2]........ $ 205,801,303 $ 293,633,471
-------------- --------------
LIABILITIES
Payable to Related Separate Account............. 0 0
-------------- --------------
NET ASSETS........................................ $ 205,801,303 $ 293,633,471
-------------- --------------
-------------- --------------
NET ASSETS, representing:
Equity of Contract owners [Note 7].............. $ 198,509,175 $ 279,216,919
Equity of annuitants [Note 7]................... 0 0
Equity of The Prudential Insurance Company of
America....................................... 7,292,128 14,416,552
-------------- --------------
$ 205,801,303 $ 293,633,471
-------------- --------------
-------------- --------------
148,241,847 191,823,878
</TABLE>

STATEMENTS OF OPERATIONS (CONTINUED)
For the year ended December 31, 1994
<TABLE>
<CAPTION>
SUBACCOUNTS (CONTINUED)
------------------------------------------------------------------------------

CONSERVATIVELY HIGH HIGH
MANAGED YIELD STOCK DIVIDEND NATURAL
FLEXIBLE BOND INDEX STOCK RESOURCES
-------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividend distributions received................. $ 42,911,793 $ 15,802,101 $ 4,937,774 $ 18,032,929 $ 789,654

EXPENSES
Charges to Contract owners and annuitants for
assuming mortality risk and expense risk and
for administration [Note 3A].................. 14,325,596 1,847,954 2,414,962 5,652,945 872,666
-------------- -------------- -------------- -------------- --------------
NET INVESTMENT INCOME (LOSS)...................... 28,586,197 13,954,147 2,522,812 12,379,984 (83,012)
-------------- -------------- -------------- -------------- --------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
Capital gains distributions received............ 13,199,561 120 306,826 27,001,472 1,610,550
Realized gain (loss) on shares redeemed
[average cost basis].......................... (404,868) (98,699) 1,565,117 246,513 22,685
Net unrealized loss on investments.............. (66,969,793) (20,478,513) (4,912,064) (41,456,054) (6,512,677)
-------------- -------------- -------------- -------------- --------------
NET GAIN (LOSS) ON INVESTMENTS.................... (54,175,100) (20,577,092) (3,040,121) (14,208,069) (4,879,442)
-------------- -------------- -------------- -------------- --------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS....................... $ (25,588,903) $ (6,622,945) $ (517,309) $ (1,828,085) $ (4,962,454)
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------

GLOBAL GOVERNMENT
EQUITY SECURITIES
-------------- --------------
<S> <C> <C>
INVESTMENT INCOME
Dividend distributions received................. $ 294,159 $ 20,050,878
EXPENSES
Charges to Contract owners and annuitants for
assuming mortality risk and expense risk and
for administration [Note 3A].................. 1,890,883 3,848,094
-------------- --------------
NET INVESTMENT INCOME (LOSS)...................... (1,596,724) 16,202,784
-------------- --------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
Capital gains distributions received............ 271,354 0
Realized gain (loss) on shares redeemed
[average cost basis].......................... 176,826 (1,579,727)
Net unrealized loss on investments.............. (10,458,220) (36,961,918)
-------------- --------------
NET GAIN (LOSS) ON INVESTMENTS.................... (10,010,040) (38,541,645)
-------------- --------------
NET INCREASE (DECREASE) IN NET ASSETS
RESULTING FROM OPERATIONS....................... $ (11,606,764) $ (22,338,861)
-------------- --------------
-------------- --------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A7 THROUGH A10.
A2

<PAGE>

FINANCIAL STATEMENTS OF
THE PRUDENTIAL INDIVIDUAL VARIABLE CONTRACT ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS

For the years ended December 31, 1994 and 1993

<TABLE>
<CAPTION>
SUBACCOUNTS
--------------------------------------------------------------

MONEY
TOTAL MARKET BOND
------------------------------ ------------------------------ ------------------------------
1993
1994 (AS RESTATED) 1994 1993 1994 1993
-------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>

OPERATIONS:
Net investment income (loss)..... $ 109,176,830 $ 75,512,860 $ 7,909,882 $ 4,145,667 $ 11,051,810 $ 9,597,447
Capital gains distributions
received....................... 90,120,652 109,446,686 0 0 502,181 2,990,652
Realized gain (loss) on shares
redeemed
[average cost basis]........... (222,561) 1,864,440 0 0 (1,189,724) 58,116
Net unrealized gain (loss) on
investments.................... (293,645,714) 155,139,626 0 0 (20,577,461) 2,780,633
-------------- -------------- -------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM OPERATIONS........ (94,570,793) 341,963,612 7,909,882 4,145,667 (10,213,194) 15,426,848
-------------- -------------- -------------- -------------- -------------- --------------

ACCUMULATION AND ANNUITY
UNIT TRANSACTIONS
Purchase payments and transfers
in............................. 2,259,702,701 2,044,890,554 464,841,336 254,222,894 49,300,910 103,112,808
Withdrawals and transfers out.... (1,419,835,561) (763,291,864) (397,515,189) (282,225,309) (62,036,927) (44,246,760)
Annuity benefit payments......... (17,578) (13,727) 0 0 0 0
-------------- -------------- -------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM ACCUMULATION
AND ANNUITY UNIT TRANSACTIONS.... 839,849,562 1,281,584,963 67,326,147 (28,002,415) (12,736,017) 58,866,048
-------------- -------------- -------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM SURPLUS
TRANSFERS........................ 27,362,416 (939,061) 5,360,709 (4,968,540) (530,717) 1,038,610
-------------- -------------- -------------- -------------- -------------- --------------

TOTAL INCREASE (DECREASE)
IN NET ASSETS.................... 772,641,185 1,622,609,514 80,596,738 (28,825,288) (23,479,928) 75,331,506

NET ASSETS:
Beginning of year................ 3,786,104,151 2,163,494,637 219,747,771 248,573,059 224,458,018 149,126,512
-------------- -------------- -------------- -------------- -------------- --------------
End of year...................... $4,558,745,336 $3,786,104,151 $ 300,344,509 $ 219,747,771 $ 200,978,090 $ 224,458,018
-------------- -------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- -------------- --------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A7 THROUGH A10.
A3

<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

For the years ended December 31, 1994 and 1993
<TABLE>
<CAPTION>
SUBACCOUNTS (CONTINUED)
--------------------------------------------------------------

AGGRESSIVELY
COMMON MANAGED
STOCK FLEXIBLE
------------------------------ ------------------------------
1994 1993 1994 1993
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>

OPERATIONS:
Net investment income (loss)..... $ 7,607,777 $ 3,798,521 $ 10,641,173 $ 10,526,691
Capital gains distributions
received....................... 28,556,126 25,775,785 18,672,462 28,864,476
Realized gain (loss) on shares
redeemed
[average cost basis]........... 928,662 535,287 110,654 0
Net unrealized gain (loss) on
investments.................... (28,001,165) 44,668,973 (57,317,849) 17,825,690
-------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM OPERATIONS........ 9,091,400 74,778,566 (27,893,560) 57,216,857
-------------- -------------- -------------- --------------

ACCUMULATION AND ANNUITY
UNIT TRANSACTIONS
Purchase payments and transfers
in............................. 303,883,305 283,071,313 209,097,153 233,869,490
Withdrawals and transfers out.... (155,341,591) (99,767,957) (109,865,507) (52,431,268)
Annuity benefit payments......... (11,976) (11,315) (1,695) (1,699)
-------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM ACCUMULATION
AND ANNUITY UNIT TRANSACTIONS.... 148,529,738 183,292,041 99,229,951 181,436,523
-------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM SURPLUS
TRANSFERS........................ 2,313,971 (592,908) 2,142,366 2,647,284
-------------- -------------- -------------- --------------

TOTAL INCREASE (DECREASE)
IN NET ASSETS.................... 159,935,109 257,477,699 73,478,757 241,300,664

NET ASSETS:
Beginning of year................ 550,203,302 292,725,603 578,033,989 336,733,325
-------------- -------------- -------------- --------------
End of year...................... $ 710,138,411 $ 550,203,302 $ 651,512,746 $ 578,033,989
-------------- -------------- -------------- --------------
-------------- -------------- -------------- --------------
<CAPTION>
CONSERVATIVELY HIGH
MANAGED YIELD
FLEXIBLE BOND
------------------------------ ------------------------------
1993
1994 1993 1994 (AS RESTATED)
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
OPERATIONS:
Net investment income (loss)..... $ 28,586,197 $ 16,916,601 $ 13,954,147 $ 9,609,036
Capital gains distributions
received....................... 13,199,561 37,053,512 120 72
Realized gain (loss) on shares
redeemed
[average cost basis]........... (404,868) 30,381 (98,699) 120,078
Net unrealized gain (loss) on
investments.................... (66,969,793) 21,265,811 (20,478,513) 6,711,465
-------------- -------------- -------------- --------------
NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM OPERATIONS........ (25,588,903) 75,266,305 (6,622,945) 16,440,651
-------------- -------------- -------------- --------------
ACCUMULATION AND ANNUITY
UNIT TRANSACTIONS
Purchase payments and transfers
in............................. 432,095,316 466,495,805 131,806,320 108,374,821
Withdrawals and transfers out.... (206,086,390) (82,432,682) (106,613,592) (44,283,479)
Annuity benefit payments......... (3,907) (713) 0 0
-------------- -------------- -------------- --------------
NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM ACCUMULATION
AND ANNUITY UNIT TRANSACTIONS.... 226,005,019 384,062,410 25,192,728 64,091,342
-------------- -------------- -------------- --------------
NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM SURPLUS
TRANSFERS........................ 1,621,577 2,319,090 (53,774) (2,105,059)
-------------- -------------- -------------- --------------
TOTAL INCREASE (DECREASE)
IN NET ASSETS.................... 202,037,693 461,647,805 18,516,009 78,426,934
NET ASSETS:
Beginning of year................ 1,026,377,328 564,729,523 140,560,462 62,133,528
-------------- -------------- -------------- --------------
End of year...................... $1,228,415,021 $1,026,377,328 $ 159,076,471 $ 140,560,462
-------------- -------------- -------------- --------------
-------------- -------------- -------------- --------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A7 THROUGH A10.
A4

<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

For the years ended December 31, 1994 and 1993

<TABLE>
<CAPTION>
SUBACCOUNTS
----------------------------------------------------------------------------------------------

HIGH
STOCK DIVIDEND NATURAL
INDEX STOCK RESOURCES
------------------------------ ------------------------------ ------------------------------
1994 1993 1994 1993 1994 1993
-------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>

OPERATIONS:
Net investment income (loss)..... $ 2,522,812 $ 2,235,239 $ 12,379,984 $ 6,131,526 $ (83,012) $ 132,466
Capital gains distributions
received....................... 306,826 427,304 27,001,472 11,500,727 1,610,550 1,119,672
Realized gain (loss) on shares
redeemed
[average cost basis]........... 1,565,117 990,343 246,513 0 22,685 67,144
Net unrealized gain (loss) on
investments.................... (4,912,064) 11,072,271 (41,456,054) 22,742,508 (6,512,677) 3,952,261
-------------- -------------- -------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM OPERATIONS........ (517,309) 14,725,157 (1,828,085) 40,374,761 (4,962,454) 5,271,543
-------------- -------------- -------------- -------------- -------------- --------------

ACCUMULATION AND ANNUITY
UNIT TRANSACTIONS
Purchase payments and transfers
in............................. 55,720,850 93,583,016 251,114,271 228,055,868 61,551,700 37,927,578
Withdrawals and transfers out.... (58,321,184) (51,633,992) (100,023,343) (31,412,961) (23,266,443) (11,373,132)
Annuity benefit payments......... 0 0 0 0 0 0
-------------- -------------- -------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM ACCUMULATION
AND ANNUITY UNIT TRANSACTIONS.... (2,600,334) 41,949,024 151,090,928 196,642,907 38,285,257 26,554,446
-------------- -------------- -------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM SURPLUS
TRANSFERS........................ (39,704) (1,825,867) (72,254) 1,469,790 253,409 284,229
-------------- -------------- -------------- -------------- -------------- --------------

TOTAL INCREASE (DECREASE)
IN NET ASSETS.................... (3,157,347) 54,848,314 149,190,589 238,487,458 33,576,212 32,110,218

NET ASSETS:
Beginning of year................ 207,183,429 152,335,115 370,982,134 132,494,676 51,070,297 18,960,079
-------------- -------------- -------------- -------------- -------------- --------------
End of year...................... $ 204,026,082 $ 207,183,429 $ 520,172,723 $ 370,982,134 $ 84,646,509 $ 51,070,297
-------------- -------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- -------------- --------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A7 THROUGH A10.
A5

<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

For the years ended December 31, 1994 and 1993

<TABLE>
<CAPTION>
SUBACCOUNTS (CONTINUED)
--------------------------------------------------------------

GLOBAL GOVERNMENT
EQUITY SECURITIES
------------------------------ ------------------------------
1994 1993 1994 1993
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>

OPERATIONS:
Net investment income (loss)..... $ (1,596,724) $ (175,344) $ 16,202,784 $ 12,595,010
Capital gains distributions
received....................... 271,354 533,018 0 1,181,468
Realized gain (loss) on shares
redeemed
[average cost basis]........... 176,826 40,826 (1,579,727) 22,265
Net unrealized gain (loss) on
investments.................... (10,458,220) 12,308,947 (36,961,918) 11,811,067
-------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM OPERATIONS........ (11,606,764) 12,707,447 (22,338,861) 25,609,810
-------------- -------------- -------------- --------------

ACCUMULATION AND ANNUITY
UNIT TRANSACTIONS
Purchase payments and transfers
in............................. 210,091,889 64,271,435 90,199,651 171,905,526
Withdrawals and transfers out.... (81,643,439) (9,078,800) (119,121,956) (54,405,524)
Annuity benefit payments......... 0 0 0 0
-------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM ACCUMULATION
AND ANNUITY UNIT TRANSACTIONS.... 128,448,450 55,192,635 (28,922,305) 117,500,002
-------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM SURPLUS
TRANSFERS........................ 5,354,433 1,153,773 11,012,400 (359,463)
-------------- -------------- -------------- --------------

TOTAL INCREASE (DECREASE)
IN NET ASSETS.................... 122,196,119 69,053,855 (40,248,766) 142,750,349

NET ASSETS:
Beginning of year................ 83,605,184 14,551,329 333,882,237 191,131,888
-------------- -------------- -------------- --------------
End of year...................... $ 205,801,303 $ 83,605,184 $ 293,633,471 $ 333,882,237
-------------- -------------- -------------- --------------
-------------- -------------- -------------- --------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A7 THROUGH A10.
A6

<PAGE>

NOTES TO FINANCIAL STATEMENTS OF
THE PRUDENTIAL INDIVIDUAL VARIABLE CONTRACT ACCOUNT
FOR THE YEARS ENDED DECEMBER 31, 1994 AND DECEMBER 31, 1993

NOTE 1: GENERAL

The Prudential Individual Variable Contract Account (the "Account") of The
Prudential Insurance Company of America ("The Prudential") was established on
October 12, 1982 by a resolution of The Prudential's Board of Directors in
conformity with insurance laws of the State of New Jersey. The assets of the
Account are segregated from The Prudential's other assets. The two products that
invest in the Account are The Prudential Variable Investment Plan ("VIP") and
The Prudential Discovery Plus ("Discovery Plus").

The Account is registered under the Investment Company Act of 1940, as amended,
as a unit investment trust. There are eleven subaccounts within the Account,
each of which invests only in a corresponding portfolio of The Prudential Series
Fund, Inc. (the "Series Fund"). The Series Fund is a diversified open-end
management investment company, and is managed by The Prudential.

NOTE 2: INVESTMENT INFORMATION FOR THE PRUDENTIAL SERIES FUND, INC. PORTFOLIOS

The net asset value per share for each portfolio of the Series Fund, the number
of shares of each portfolio held by the subaccounts of the Account and the
aggregate cost of investments in such shares at December 31, 1994 were as
follows:
<TABLE>
<CAPTION>
PORTFOLIOS
----------------------------------------------------------------
AGGRESSIVELY
PORTFOLIO MONEY COMMON MANAGED
INFORMATION MARKET BOND STOCK FLEXIBLE
- ---------------------------- ---------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Number of shares: 30,034,451 20,021,028 34,368,665 42,043,903
Net asset value per share: $ 10.0000 $ 10.0384 $ 20.6624 $ 15.4960
Cost: $ 300,344,509 $ 218,197,092 $ 679,605,267 $ 665,314,443

PORTFOLIOS (CONTINUED)
----------------------------------------------------------------
CONSERVATIVELY HIGH HIGH
PORTFOLIO MANAGED YIELD STOCK DIVIDEND
INFORMATION FLEXIBLE BOND INDEX STOCK
- ---------------------------- ---------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Number of shares: 87,152,785 21,584,734 13,640,779 35,915,328
Net asset value per share: $ 14.0950 $ 7.3655 $ 14.9571 $ 14.4842
Cost: $ 1,258,178,173 $ 173,308,607 $ 183,410,322 $ 532,620,220
</TABLE>

<TABLE>
<CAPTION>
PORTFOLIOS (CONTINUED)
------------------------------------------------
PORTFOLIO NATURAL GLOBAL GOVERNMENT
INFORMATION RESOURCES EQUITY SECURITIES
- ---------------------------- ---------------- -------------- --------------
<S> <C> <C> <C>
Number of shares: 5,860,656 14,828,358 28,068,411
Net asset value per share: $ 14.4432 $ 13.8789 $ 10.4614
Cost: $ 86,645,639 $ 204,400,679 $ 316,165,579
</TABLE>

NOTE 3: CHARGES AND EXPENSES

A. Mortality Risk, Expense Risk and Administrative Charges

The mortality risk and expense risk charges at effective annual rates of
0.8% and 0.4%, respectively (for a total of 1.2% per year), are applied
daily against the net assets representing equity of VIP Contract owners and
annuitants held in each subaccount.

The mortality risk, expense risk and administrative charges at effective
annual rates of 0.7%, 0.3%, and 0.2%, respectively (for a total of 1.2% per
year), are applied daily against the net assets representing equity of
Discovery Plus Contract owners held in each subaccount.

<PAGE>

B. Deferred Sales Charge

A deferred sales charge is imposed upon the withdrawal of certain purchase
payments to compensate The Prudential for sales and other marketing
expenses. The amount of any sales charge will depend on the amount withdrawn
and the number of Contract years that have elapsed since the Contract owner
or annuitant made the purchase payments deemed to be withdrawn. No sales
charge is made against the withdrawal of investment income. A reduced sales
charge is imposed in connection with the withdrawal of a purchase payment to
effect an annuity if three or more Contract years have elapsed since the
Contract date, unless the annuity effected is an annuity certain. No sales
charge is imposed upon death benefit payments or upon transfers made between
subaccounts.

C. Annual Maintenance Charge

An annual maintenance charge of $30 will be deducted if and only if the
Contract fund is less than $10,000 on a Contract anniversary or at the time
a full withdrawal is effected, including a withdrawal to effect an annuity.
The charge is made by reducing accumulation units credited to a Contract
owner's account.

NOTE 4: TAXES

The operations of the subaccounts form a part of, and are taxed with, the
operations of The Prudential. Under the Internal Revenue Code, all ordinary
income and capital gains allocated to the Contract owners and annuitants are not
taxed to The Prudential. As a result, the unit values of the subaccounts are not
affected by federal income taxes on distributions received by the subaccounts.

NOTE 5: ACCUMULATION UNIT TRANSACTIONS

The number of Accumulation Units purchased and withdrawn (throughout the years
indicated) was as follows:

<TABLE>
<CAPTION>
ACCUMULATION UNITS PURCHASED
-----------------------------------------------------------------------------------------
AGGRESSIVELY CONSERVATIVELY HIGH
MONEY MANAGED MANAGED YIELD
YEARS ENDED MARKET BOND COMMON STOCK FLEXIBLE FLEXIBLE BOND
- ------------------------- ------------- ------------- ------------ ------------- --------------- -------------
<S> <C> <C> <C> <C> <C> <C>
December 31, 1993 (*As
Restated)................ 142,773,474 41,899,219 83,408,206 83,370,547 178,418,755 70,421,847*
December 31, 1994........ 256,018,424 19,801,000 81,852,673 72,504,920 160,880,292 79,370,956
</TABLE>

<TABLE>
<CAPTION>
ACCUMULATION UNITS PURCHASED (CONTINUED)
--------------------------------------------------------------------------
HIGH
STOCK DIVIDEND NATURAL GLOBAL GOVERNMENT
YEARS ENDED INDEX STOCK RESOURCES EQUITY SECURITIES
- ------------------------- ------------- ------------- ------------ ------------- ---------------
<S> <C> <C> <C> <C> <C>
December 31, 1993........ 55,072,353 115,884,256 21,225,028 50,964,272 114,595,879
December 31, 1994........ 31,597,341 117,804,422 33,138,799 149,424,174 59,657,506
</TABLE>

<TABLE>
<CAPTION>
ACCUMULATION UNITS WITHDRAWN
-----------------------------------------------------------------------------------------
AGGRESSIVELY CONSERVATIVELY HIGH
MONEY COMMON MANAGED MANAGED YIELD
YEARS ENDED MARKET BOND STOCK FLEXIBLE FLEXIBLE BOND
- ------------------------- ------------- ------------- ------------ ------------- --------------- -------------
<S> <C> <C> <C> <C> <C> <C>
December 31, 1993 (*As
Restated)................ 158,448,891 17,791,153 29,150,105 18,663,805 31,431,458 28,479,546*
December 31, 1994........ 218,629,130 25,211,160 41,956,320 38,528,310 77,208,502 64,242,151
</TABLE>

<TABLE>
<CAPTION>
ACCUMULATION UNITS WITHDRAWN (CONTINUED)
--------------------------------------------------------------------------
HIGH
STOCK DIVIDEND NATURAL GLOBAL GOVERNMENT
YEARS ENDED INDEX STOCK RESOURCES EQUITY SECURITIES
- ------------------------- ------------- ------------- ------------ ------------- ---------------
<S> <C> <C> <C> <C> <C>
December 31, 1993........ 30,270,054 15,710,500 6,443,713 7,338,627 36,131,760
December 31, 1994........ 33,043,081 47,222,133 12,587,330 58,318,882 80,605,093
</TABLE>

NOTE 6: NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM SURPLUS TRANSFERS

The increase (decrease) in net assets resulting from surplus transfers
represents the net contributions of The Prudential to the Account.

A8
<PAGE>

NOTE 7: ACCUMULATION AND ANNUITY UNIT INFORMATION

<TABLE>
<CAPTION>
ACCUMULATION UNIT VALUE
--------------------------------------------------------------------------
VALUE AT END OF YEAR
AGGRESSIVELY CONSERVATIVELY HIGH
MONEY COMMON MANAGED MANAGED YIELD
MARKET BOND STOCK FLEXIBLE FLEXIBLE BOND
--------- ----------- ----------- ----------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
December 31, 1985.................. $ 1.2102 $ 1.3325 $ 1.3716 $ 1.3131 $ 1.3284 $ --
December 31, 1986.................. 1.2739 1.5069 1.5598 1.4983 1.4985 --
December 31, 1987.................. 1.3409 1.4932 1.5668 1.4534 1.5034 0.9410
December 31, 1988.................. 1.4227 1.5964 1.8123 1.6205 1.6368 1.0523
December 31, 1989.................. 1.5358 1.7902 2.3233 1.9499 1.8923 1.0186
December 31, 1990.................. 1.6413 1.9159 2.1759 1.9634 1.9681 0.8872
December 31, 1991.................. 1.7218 2.2044 2.7093 2.4335 2.3157 1.2202
December 31, 1992.................. 1.7658 2.3345 3.0562 2.5874 2.4471 1.4171
December 31, 1993 (*As Restated)... 1.7963 2.5407 3.6806 2.9552 2.7132 1.6701*
December 31, 1994.................. 1.8469 2.4295 3.7380 2.8277 2.6551 1.6054
</TABLE>

<TABLE>
<CAPTION>
ACCUMULATION UNIT VALUE (CONTINUED)
---------------------------------------------------------------
VALUE AT END OF YEAR
HIGH
STOCK DIVIDEND NATURAL GLOBAL GOVERNMENT
INDEX STOCK RESOURCES EQUITY SECURITIES
--------- ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C>
December 31, 1985.................. $ -- $ -- $ -- $ -- $ --
December 31, 1986.................. -- -- -- -- --
December 31, 1987.................. 0.8594 -- -- -- --
December 31, 1988.................. 0.9803 1.0987 1.0379 -- --
December 31, 1989.................. 1.2683 1.3318 1.3911 1.1145 1.1079
December 31, 1990.................. 1.2077 1.2669 1.2954 0.9590 1.1639
December 31, 1991.................. 1.5480 1.5962 1.4118 1.0556 1.3354
December 31, 1992.................. 1.6386 1.7369 1.4969 1.0073 1.3966
December 31, 1993.................. 1.7757 2.0989 1.8513 1.4248 1.5534
December 31, 1994.................. 1.7723 2.1038 1.7507 1.3391 1.4556
</TABLE>

<TABLE>
<CAPTION>
ANNUITY UNIT VALUE USING A 3 1/2% ASSUMED INVESTMENT RESULT
--------------------------------------------------------------------------
VALUE AT END OF YEAR
AGGRESSIVELY CONSERVATIVELY HIGH
MONEY COMMON MANAGED MANAGED YIELD
MARKET BOND STOCK FLEXIBLE FLEXIBLE BOND
--------- ----------- ----------- ----------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
December 31, 1985.................. $ 1.1073 $ 1.2199 $ 1.2552 $ 1.2007 $ 1.2154 $ --
December 31, 1986.................. 1.1263 1.3330 1.3792 1.3238 1.3248 --
December 31, 1987.................. 1.1454 1.2763 1.3386 1.2408 1.2842 0.9130
December 31, 1988.................. 1.1741 1.3183 1.4960 1.3366 1.3510 0.9864
December 31, 1989.................. 1.2248 1.4285 1.8531 1.5541 1.5091 0.9225
December 31, 1990.................. 1.2643 1.4767 1.6754 1.5116 1.5161 0.7761
December 31, 1991.................. 1.2813 1.6417 2.0157 1.8102 1.7235 1.0312
December 31, 1992.................. 1.2692 1.6793 2.1964 1.8591 1.7593 1.1567
December 31, 1993 (*As Restated)... 1.2477 1.7661 2.5559 2.0517 1.8847 1.3172*
December 31, 1994.................. 1.2393 1.6317 2.5079 1.8968 1.7820 1.2233
</TABLE>

<TABLE>
<CAPTION>
ANNUITY UNIT VALUE USING A 3 1/2% ASSUMED INVESTMENT RESULT
(CONTINUED)
-------------------------------------------------------------------
VALUE AT END OF YEAR
HIGH
STOCK DIVIDEND NATURAL GLOBAL GOVERNMENT
INDEX STOCK RESOURCES EQUITY SECURITIES
--------- ----------- ----------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
December 31, 1985.................. $ -- $ -- $ -- $ -- $ --
December 31, 1986.................. -- -- -- -- --
December 31, 1987.................. 0.8532 -- -- -- --
December 31, 1988.................. 0.9404 1.0664 1.0141 -- --
December 31, 1989.................. 1.1757 1.2490 1.3135 1.0735 1.0826
December 31, 1990.................. 1.0812 1.1476 1.1813 0.8923 1.0987
December 31, 1991.................. 1.3391 1.3970 1.2440 0.9488 1.2179
December 31, 1992.................. 1.3693 1.4684 1.2739 0.8746 1.2302
December 31, 1993.................. 1.4338 1.7036 1.5300 1.1953 1.3222
December 31, 1994.................. 1.3828 1.6499 1.3980 1.0855 1.1971
</TABLE>

Payments to annuitants under Contracts providing for a variable payout option
are based on the value of an Annuity Unit. The investment results of the Account
are reflected in the changes in the value of an Annuity Unit to the extent that
they are greater or less than the assumed investment result in the annuitant's
Contract.

<PAGE>

NOTE 8: RESTATEMENT

Subsequent to the issuance of the Account's previously issued December 31, 1993
financial statements, The Prudential determined that in the High Yield Bond
subaccount, net assets and net increase in net assets resulting from operations
were overstated by approximately $847,434 due to the overvaluation of a security
held in the High Yield Bond Portfolio of the Series Fund at December 31, 1993.
Accordingly, the comparative 1993 financial information included in the
statements of changes in net assets of the Account has been restated.

A10

<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Contract Owners of
The Prudential Individual
Variable Contract Account and the
Board of Directors of The Prudential
Insurance Company of America
Newark, New Jersey

We have audited the accompanying statements of net assets of The Prudential
Individual Variable Contract Account of The Prudential Insurance Company of
America (comprising, respectively, the Money Market, Bond, Common Stock,
Aggressively Managed Flexible, Conservatively Managed Flexible, High Yield Bond,
Stock Index, High Dividend Stock, Natural Resources, Global Equity, and
Government Securities subaccounts) as of December 31, 1994, the related
statements of operations for the periods presented in the year then ended, and
the statements of changes in net assets for each of the periods presented in the
two years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1994. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of each of the respective subaccounts
constituting The Prudential Individual Variable Contract Account as of December
31, 1994, the results of their operations, and the changes in their net assets
for the respective stated periods in conformity with generally accepted
accounting principles.

As discussed in Note 8, the 1993 financial statements of The Prudential
Individual Variable Contract Account have been restated.

Deloitte & Touche LLP
Parsippany, New Jersey
February 10, 1995

A11

<PAGE> 1
CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS
OF FINANCIAL POSITION
<TABLE>
<CAPTION>

DECEMBER 31,
1994 1993
------ ------
(IN MILLIONS)

<S> <C> <C>
ASSETS

Fixed maturities....................... $ 78,743 $ 79,061
Equity securities...................... 2,327 2,216
Mortgage loans......................... 26,199 27,509
Investment real estate................. 1,600 1,903
Policy loans........................... 6,631 6,456
Other long-term investments............ 5,147 4,739
Short-term investments................. 10,630 6,304
Securities purchased under
agreements to resell................. 5,591 9,656
Trading account securities............. 6,218 8,586
Cash................................... 1,109 1,666
Accrued investment income.............. 1,932 1,826
Premiums due and deferred.............. 2,712 2,549
Broker-dealer receivables.............. 7,311 9,133
Other assets........................... 7,119 9,997
Assets held in Separate Accounts....... 48,633 48,110
-------- --------
TOTAL ASSETS............................... $211,902 $219,711
======== ========
LIABILITIES, AVR AND SURPLUS
Liabilities:
Policy liabilities and insurance
reserves:
Future policy benefits and claims...... $101,589 $100,030
Unearned premiums...................... 1,144 1,146
Other policy claims and benefits
payable.............................. 1,848 1,935
Policy dividends....................... 1,686 2,018
Other policyholders' funds............. 9,097 9,874
Securities sold under agreements
to repurchase........................ 8,919 14,703
Notes payable and other borrowings..... 12,009 13,354
Broker-dealer payables................. 5,144 5,410
Other liabilities...................... 13,036 13,075
Liabilities related to
Separate Accounts...................... 47,946 47,475
-------- --------
TOTAL LIABILITIES.......................... 202,418 209,020
-------- --------
Asset valuation reserve (AVR).............. 2,035 2,687
-------- --------
Surplus:
Capital notes.......................... 298 298
Special surplus fund................... 1,097 1,091
Unassigned surplus..................... 6,054 6,615
-------- --------
TOTAL SURPLUS.............................. 7,449 8,004
-------- --------
TOTAL LIABILITIES, AVR
AND SURPLUS............................ $211,902 $219,711
======== ========
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

YEARS ENDED DECEMBER 31,
1994 1993 1992
----- ----- -----
(IN MILLIONS)

<S> <C> <C> <C>
REVENUE

Premiums and annuity
considerations............. $29,698 $29,982 $29,858
Net investment income........ 9,595 10,090 10,318
Broker-dealer revenue........ 3,677 4,025 3,592
Realized investment
(losses)/gains............. (450) 953 720
Other income................. 1,037 924 833
------- ------- -------
TOTAL REVENUE.................... 43,557 45,974 45,321
------- ------- -------
BENEFITS AND EXPENSES
Current and future benefits
and claims................. 30,788 30,573 32,031
Insurance and underwriting
expenses................... 4,830 4,982 4,563
Limited partnership
matters.................... 1,422 390 129
General, administrative
and other expenses......... 5,794 5,575 5,394
------- ------- -------
TOTAL BENEFITS AND
EXPENSES..................... 42,834 41,520 42,117
------- ------- -------
Income from operations
before dividends
and income taxes............. 723 4,454 3,204
Dividends to
policyholders................ 2,290 2,339 2,389
------- ------- -------
Income/(loss) before
income taxes................. (1,567) 2,115 815
Income tax
(benefit)/provision.......... (392) 1,236 468
------- ------- -------
NET INCOME/(LOSS)................ (1,175) 879 347
SURPLUS, BEGINNING
OF YEAR...................... 8,004 7,365 6,527
Issuance of capital notes
(after net charge-off
of non-admitted prepaid
postretirement benefit
cost of $113 in 1993)........ 0 185 0
Net unrealized
investment (losses)
and change in AVR............ 620 (425) 491
------- ------- -------
SURPLUS, END OF
YEAR......................... 7,449 8,004 7,365
------- ------- -------
AVR, BEGINNING OF YEAR........... 2,687 2,457 3,216
(Decrease)/increase in AVR (652) 230 (759)
------- ------- -------
AVR, END OF YEAR................. 2,035 2,687 2,457
------- ------- -------
TOTAL SURPLUS AND
AVR.......................... $ 9,484 $10,691 $ 9,822
======= ======= =======

</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

F-1
<PAGE> 2

CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31,
1994 1993 1992
----- ----- -----
(IN MILLIONS)

<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES

Net income/(loss)................ $(1,175) $ 879 $ 347
Adjustments to reconcile
net income/(loss) to cash flows
from operating activities:
Increase in policy liabilities
and insurance reserves..... 1,289 2,747 3,428
Net increase in
Separate Accounts.......... (52) (59) (69)
Realized investment
losses/(gains)............. 450 (953) (720)
Depreciation, amortization
and other non-cash
items...................... 379 261 380
Decrease/(increase)
in operating assets:
Mortgage loans........... (226) (226) (1,952)
Policy loans............. (175) (174) (216)
Securities purchased
under agreements
to resell.............. 2,979 (2,049) (1,420)
Trading account
securities............. 2,447 (2,087) 351
Broker-dealer
receivables............ 1,822 (1,803) (161)
Other assets............. 1,873 (2,277) (1,041)
(Decrease)/increase in
operating liabilities:
Securities sold under
agreements to
repurchase........... (3,247) 1,134 1,967
Broker-dealer
payables............. (266) 1,067 (653)
Other liabilities...... (2,116) 2,007 841
------ ------ ------
CASH FLOWS FROM
OPERATING ACTIVITIES............ 3,982 (1,533) 1,082
------ ------ ------
CASH FLOWS FROM
INVESTING ACTIVITIES
Proceeds from the
sale/maturity of:
Fixed maturities.............. 82,834 87,840 73,326
Equity securities............. 1,426 1,725 957
Mortgage loans................ 4,154 4,789 3,230
Investment real estate........ 935 441 243
Other long-term
investments................. 1,022 1,352 2,046
Property and equipment........ 637 6 5
Payments for the purchase of:
Fixed maturities.............. (83,075) (89,034) (72,397)
Equity securities............. (1,535) (1,085) (977)
Mortgage loans................ (3,446) (3,530) (3,087)
Investment real estate........ (161) (196) (240)
Other long-term
investments................. (1,687) (531) (2,039)
Property and equipment........ (392) (640) (733)
Short-term investments (net)...... (4,281) (2,150) (1,160)
Net change in cash placed as
collateral for securities
loaned........................ 2,011 (589) (1,032)
------ ------ ------
CASH FLOWS FROM
INVESTING ACTIVITIES.......... (1,558) (1,602) (1,858)
------ ------ ------
</TABLE>

<TABLE>

<S> <C> <C> <C>
CASH FLOWS FROM
FINANCING ACTIVITIES
Net (payments)/proceeds
of short-term borrowings.... $ (1,115) $ 1,106 $ 70
Proceeds from the issuance of
long-term debt.............. 345 1,228 217
Payments for the settlement
of long-term debt........... (760) (721) (204)
Proceeds/(payments) of
unmatched securities
purchased under
agreements to resell........ 1,086 (47) (170)
(Payments)/proceeds of
unmatched securities sold
under agreements to
repurchase.................. (2,537) 1,707 1,201
Proceeds from the issuance of
capital notes............... 0 298 0
------- ------- -------
CASH FLOWS FROM
FINANCING ACTIVITIES.......... (2,981) 3,571 1,114
------- ------- -------
Net (decrease)/increase
in cash..................... (557) 436 338
Cash, beginning of year........ 1,666 1,230 892
------- ------- -------
CASH, END OF YEAR.............. $ 1,109 $ 1,666 $ 1,230
======== ======= =======

</TABLE>

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Income tax payments made, net of refunds, during 1994, 1993 and 1992 were $64
million, $933 million and $555 million, respectively. Interest payments made
during 1994, 1993 and 1992 were $1,429 million, $1,171 million and $1,272
million, respectively.

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

F-2

<PAGE> 3

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

FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

1. ACCOUNTING POLICIES AND PRINCIPLES

A. PRINCIPLES OF CONSOLIDATION

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

B. BASIS OF PRESENTATION

The consolidated financial statements are presented in conformity with
generally accepted accounting principles ("GAAP"), which for mutual life
insurance companies and their insurance subsidiaries are statutory
accounting practices prescribed or permitted by regulatory authorities in
the domiciliary states. Certain reclassifications have been made to the
1993 and 1992 financial statements to conform to the 1994 presentation.

In 1994, The American Institute of Certified Public Accountants issued
Statement of Position 94-5, "Disclosures of Certain Matters in the
Financial Statements of Insurance Enterprises" ("SOP 94-5"), which
requires insurance enterprises to disclose in their financial statements
the accounting methods used in their statutory financial statements that
are permitted by the state insurance departments rather than prescribed
statutory accounting practices.

The Prudential, domiciled in the State of New Jersey, prepares its
statutory financial statements in accordance with accounting practices
prescribed or permitted by the New Jersey Department of Insurance ("the
Department"). Its insurance subsidiaries prepare statutory financial
statements in accordance with accounting practices prescribed or permitted
by their respective domiciliary home state insurance departments.
Prescribed statutory accounting practices include publications of the
National Association of Insurance Commissioners ("NAIC"), state laws,
regulations, and general administrative rules. Permitted statutory
accounting practices encompass all accounting practices not so prescribed.

In 1993, The Prudential issued Fixed Rate Capital Notes ("the notes").
Interest payments on the notes are pre-approved by the Department, and
principal repayment is subject to a Risk-Based Capital test. This
permitted accounting practice differs from that prescribed by the NAIC.
The NAIC practices provide for Insurance Commissioner approval of every
interest and principal payment before the payment is made. The Prudential
has included the notes as part of surplus (see Note 7).

The Prudential has established guaranty fund liabilities for the
insolvencies of certain life insurance companies. The liabilities were
established net of estimated premium tax credits and federal income tax.
Prescribed statutory accounting practices do not address the establishment
of liabilities for guaranty fund assessments.

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

C. FUTURE APPLICATION OF ACCOUNTING STANDARDS

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

D. INVESTED ASSETS

Fixed maturities, which include long-term bonds and redeemable preferred
stock, are stated primarily at amortized cost. Equity securities, which
consist primarily of common stocks, are carried at market value, which is
based on quoted market prices, where available, or prices provided by
state regulatory authorities.

F-3

<PAGE> 4

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

FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

As of January 1, 1994, the non-insurance subsidiaries of The Prudential
adopted Statement of Financial Accounting Standards No. 115, "Accounting
for Certain Investments in Debt and Equity Securities" ("SFAS No. 115").
Under SFAS No. 115, debt and marketable equity securities are classified
in three categories: held-to-maturity, available-for-sale and trading. The
effect of adopting SFAS No. 115 for the non-insurance subsidiaries was not
material.

Mortgage loans are stated primarily at unpaid principal balances. In
establishing reserves for losses on mortgage loans, management considers
expected losses on loans which they believe may not be collectible in full
and expected losses on foreclosures and the sale of mortgage loans.
Reserves established for potential or estimated mortgage loan losses are
included in the "Asset valuation reserve."

Policy loans are stated primarily at unpaid principal balances.

Investment real estate, except for real estate acquired in satisfaction of
debt, is carried at cost less accumulated straight-line depreciation ($748
million in 1994 and $859 million in 1993), encumbrances and permanent
impairments in value. Real estate acquired in satisfaction of debt,
included in "Other assets," is carried at the lower of cost or fair value
less disposition costs. Fair value is considered to be the amount that
could reasonably be expected in a current transaction between willing
parties, other than in forced or liquidation sale.

Included in "Other long-term investments" is the Company's net equity in
joint ventures and other forms of partnerships, which amounted to $3,357
million and $3,745 million as of December 31, 1994 and 1993, respectively.
The Company's share of net income from such entities was $354 million,
$375 million and $185 million for 1994, 1993 and 1992, respectively.

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

Securities purchased under agreements to resell and securities sold under
agreements to repurchase are collateralized financing transactions and are
carried at their contract amounts plus accrued interest. These agreements
are generally collateralized by cash or securities with market values in
excess of the obligations under the contract. It is the Company's policy
to take possession of securities purchased under resale agreements and to
value the securities daily. The Company monitors the value of the
underlying collateral and collateral is adjusted when necessary.

Trading account securities from broker-dealer operations are reported
based upon quoted market prices with unrealized gains and losses reported
in "Broker-dealer revenue."

The Company has a securities lending program whereby large blocks of
securities are loaned to third parties, primarily major brokerage firms.
As of December 31, 1994 and 1993, the estimated fair values of loaned
securities were $6,765 million and $6,520 million, respectively. Company
and NAIC policies require a minimum of 102% and 105% of the fair value of
the domestic and foreign loaned securities, respectively, to be separately
maintained as collateral for the loans. Cash collateral received is
invested in "Short-term investments," which are reflected as assets in the
Consolidated Statements of Financial Position. The offsetting collateral
liability is included in the Consolidated Statements of Financial Position
in "Other liabilities" in the amounts of $2,385 million and $374 million
at December 31, 1994 and 1993, respectively. Non-cash collateral is
recorded in memorandum records and not reflected in the consolidated
financial statements.

Net unrealized investment gains and losses result principally from changes
in the carrying values of invested assets. Net unrealized investment
losses were $(32) million, $(195) million and $(268) million for the years
ended December 31, 1994, 1993 and 1992, respectively.

The asset valuation reserve (AVR) and the interest maintenance reserve
(IMR) are required reserves for life insurance companies. The AVR is
calculated based on a statutory formula and is designed to mitigate the
effect of valuation and credit-related losses on unassigned surplus.

F-4

<PAGE> 5

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

FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

The components of AVR at December 31, 1994 and 1993 are as follows:

1994 1993
----- -----
(IN MILLIONS)

<S> <C> <C>
Fixed maturities, equity securities
and short-term investments............. $ 930 $1,591
Mortgage loans.......................... 674 722
Real estate and other invested assets... 431 374
------ ------
Total AVR............................... $2,035 $2,687
====== ======
</TABLE>

In 1993, the Company made a voluntary contribution to the mortgage loan
component of the AVR in the amount of $305 million.

The IMR is designed to reduce the fluctuations of surplus resulting from
market interest rate movements. Interest rate-related realized capital
gains and losses are generally deferred and amortized into investment
income over the remaining life of the investment sold. The IMR balance,
included in "Other policyholders' funds," was $502 million and $1,539
million at December 31, 1994 and 1993, respectively. Net realized
investment (losses)/gains of $(929) million, $1,082 million and $626
million were deferred during the years ended December 31, 1994, 1993 and
1992, respectively. IMR amounts amortized into investment income were $107
million, $118 million and $51 million for the years ended December 31,
1994, 1993 and 1992, respectively.

E. FUTURE POLICY BENEFITS, LOSSES AND CLAIMS

Reserves for individual life insurance are calculated using various
methods, interest rates and mortality tables, which produce reserves that
meet the aggregate requirements of state laws and regulations.
Approximately 39% of individual life insurance reserves are determined
using the net level premium method, or by using the greater of a net level
premium reserve or the policy cash value. About 56% of individual life
insurance reserves are calculated according to the Commissioner's Reserve
Valuation Method ("CRVM") or methods which compare CRVM reserves to policy
cash values.

For group life insurance, 24% of reserves are determined using net level
premium methods and various mortality tables and interest rates. About 53%
of group life reserves are associated with extended death benefits. For
the most part, these are calculated using modified group tables at various
interest rates. The remainder of group life reserves are unearned premium
reserves (calculated using the 1960 Commissioner's Standard Group Table),
reserves for group life fund accumulations and other miscellaneous
reserves. Reserves for group and individual annuity contracts are
determined using the Commissioner's Annuity Reserve Valuation Method.

For life insurance and annuities, unpaid claims include estimates of both
the death benefits on reported claims and those which are incurred but not
reported. Unpaid claims and claim adjustment expenses for other than life
insurance and annuities include estimates of benefits and associated
settlement expenses for reported losses and a provision for losses
incurred but not reported.

F-5

<PAGE> 6

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

FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

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

1994 1993
----------------------- ------------------------
ACCIDENT PROPERTY ACCIDENT PROPERTY
AND AND AND AND
HEALTH CASUALTY HEALTH CASUALTY
--------- ---------- ---------- ----------
(IN MILLIONS)

<S> <C> <C> <C> <C>
Balance at January 1 ......... $ 2,654 $ 4,869 $ 2,623 $ 4,712
Less reinsurance recoverables 15 1,070 22 1,107
-------- -------- -------- --------

Net balance at January 1 ..... 2,639 3,799 2,601 3,605
-------- -------- -------- --------

Incurred related to:
Current year ................ 7,398 2,541 7,146 2,364
Prior years ................. (105) 158 (167) 109
-------- -------- -------- --------

Total incurred ............... 7,293 2,699 6,979 2,473
-------- -------- -------- --------

Paid related to:
Current year ................ 5,568 1,237 5,336 1,119
Prior years ................. 1,649 1,163 1,605 1,160
-------- -------- -------- --------

Total paid ................... 7,217 2,400 6,941 2,279
-------- -------- -------- --------

Net balance at December 31 ... 2,715 4,098 2,639 3,799
Plus reinsurance recoverables 23 1,018 15 1,070
-------- -------- -------- --------

Balance at December 31 ....... $ 2,738 $ 5,116 $ 2,654 $ 4,869
======== ======== ======== ========

</TABLE>

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

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

F. REVENUE RECOGNITION AND RELATED EXPENSES

Life premiums are recognized as income over the premium paying period of
the related policies. Annuity considerations are recognized as revenue
when received.

Health and property and casualty premiums are earned ratably over the
terms of the related insurance and reinsurance contracts or policies.
Unearned premium reserves are established to cover the unexpired portion
of premiums written. Such reserves are computed by pro rata methods for
direct business and are computed either by pro rata methods or using
reports received from ceding companies for reinsurance. Premiums which
have not yet been reported are estimated and accrued.

Expenses incurred in connection with acquiring new insurance business,
including such acquisition costs as sales commissions, are charged to
operations as incurred in "Insurance and underwriting expenses."

Commission revenues in "Broker-dealer revenue" and related broker-dealer
expenses in "General, administrative and other expenses" are accrued when
transactions are executed.

F-6

<PAGE> 7

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

FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

G. INCOME TAXES

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

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

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

As of January 1, 1993, the non-insurance subsidiaries of The Prudential
adopted Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes" ("SFAS No. 109"). Under SFAS No. 109, such subsidiaries
recognize deferred tax liabilities or assets for the expected future tax
consequences of events that have been recognized in their financial
statements. Included in "Income tax (benefit)/provision" are deferred
taxes of $(477) million, $21 million and $(8) million for the years ended
December 31, 1994, 1993 and 1992, respectively. The cumulative effect of
adopting SFAS No. 109 was not material.

At December 31, 1994, the Company had consolidated non-life tax loss
carryforwards of $598 million which will expire between 1998 and 2009, if
not utilized.

H. SEPARATE ACCOUNTS

Separate Account assets and liabilities, reported in the Consolidated
Statements of Financial Position at estimated market value, represent
segregated funds which are administered for pension and other clients. The
assets consist of common stocks, long-term bonds, real estate, mortgages
and short-term investments. The liabilities consist of reserves
established to meet withdrawal and future benefit payment contractual
provisions. Investment risks associated with market value changes are
generally borne by the clients, except to the extent of minimum guarantees
made by the Company with respect to certain accounts. Separate Account net
investment income, realized and unrealized capital gains and losses,
benefit payments and change in reserves are included in "Current and
future benefits and claims."

I. DERIVATIVE FINANCIAL INSTRUMENTS

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

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

2. RESTRICTED ASSETS AND SPECIAL DEPOSITS

Assets in the amounts of $5,901 million and $5,164 million at December 31,
1994 and 1993, respectively, were on deposit with governmental authorities or
trustees as required by law.

Assets valued at $5,855 million and $4,430 million at December 31, 1994 and
1993, respectively, were maintained as compensating balances or pledged as
collateral for bank loans and other financing agreements.

F-7

<PAGE> 8

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

FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

Restricted cash of $455 million and $444 million at December 31, 1994 and
1993, respectively, was included in "Cash" in the Consolidated Statements of
Financial Position and Cash Flows.

3. FIXED MATURITIES

The carrying value and estimated fair value of fixed maturities at December
31, 1994 and 1993 are as follows:

<TABLE>
<CAPTION>
1994 1993
------------------------------------------- -----------------------------------------------
GROSS GROSS ESTIMATED GROSS GROSS ESTIMATED
CARRYING UNREALIZED UNREALIZED FAIR CARRYING UNREALIZED UNREALIZED FAIR
VALUE GAINS LOSSES VALUE VALUE GAINS LOSSES VALUE
-------- -------- -------- -------- -------- -------- -------- --------
(IN MILLIONS)

<S> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Treasury securities
and obligations of U.S.
government corporations
and agencies .......... $13,624 $ 123 $ 647 $13,100 $14,979 $ 754 $ 94 $15,639
Obligations of U.S. .....
states and their
political subdivisions 2,776 32 165 2,643 3,212 187 3 3,396
Fixed maturities issued
by foreign governments
and their agencies and
political subdivisions 3,101 37 153 2,985 2,716 188 3 2,901
Corporate securities .... 54,144 1,191 1,772 53,563 51,548 4,390 300 55,638
Mortgage-backed
securities ............ 4,889 82 148 4,823 6,478 257 220 6,515
Other fixed maturities .. 209 0 0 209 128 0 0 128
------- ------- ------- ------- ------- ------- ------- -------
Total ................... $78,743 $ 1,465 $ 2,885 $77,323 $79,061 $ 5,776 $ 620 $84,217
======= ======= ======= ======= ======= ======= ======= =======

</TABLE>

The carrying value and estimated fair value of fixed maturities at December
31, 1994 categorized by contractual maturity, are shown below. Actual
maturities will differ from contractual maturities because borrowers may
prepay obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>
ESTIMATED
CARRYING FAIR
VALUE VALUE
----------- -----------
(IN MILLIONS)

<S> <C> <C>
Due in one year or less .............. $ 2,746 $ 2,760
Due after one year through five years 24,405 24,000
Due after five years through ten years 18,972 18,536
Due after ten years .................. 27,731 27,204
------- -------
73,854 72,500
Mortgage-backed securities ........... 4,889 4,823
------- -------
Totals ............................... $78,743 $77,323
======= =======

</TABLE>

Proceeds from the sale and maturity of fixed maturities during 1994, 1993 and
1992 were $82,834 million, $87,840 million and $73,326 million, respectively.
Gross gains of $693 million, $2,473 million and $2,034 million, and gross
losses of $2,009 million, $698 million and $530 million were realized on such
sales during 1994, 1993 and 1992, respectively (see Note 1D).

The Company invests in both investment grade and non-investment grade
securities. The Securities Valuation Office of the NAIC rates the fixed
maturities held by insurers (which account for approximately 98% of the
Company's total fixed maturities balance at December 31, 1994 and 1993) for
regulatory purposes and groups investments into six categories ranging from
highest quality bonds to those in or near default. The lowest three NAIC
categories represent, for the most part, high-yield securities and are
defined by the NAIC as including any security with a public agency rating of
B+ or B1 or less.

F-8

<PAGE> 9

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

FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

Included in "Fixed maturities" are securities that are classified by the NAIC
as being in the lowest three rating categories. These approximate 1.6% and
2.0% of the Company's assets at December 31, 1994 and 1993, respectively. At
December 31, 1994 and 1993, their estimated fair value varied from the
carrying value by $(78) million and $42 million, respectively.

4. MORTGAGE LOANS

Mortgage loans at December 31, 1994 and 1993 are as follows:

<TABLE>
<CAPTION>
1994 1993
----------------------- -------------------
AMOUNT PERCENTAGE AMOUNT PERCENTAGE
(IN MILLIONS)

<S> <C> <C> <C> <C>
Commercial and agricultural loans:
In good standing ......... $ 19,752 75.4% $ 20,916 76.0%
In good standing
with restructured terms 1,412 5.4% 1,177 4.3%
Past due 90 days or more . 339 1.3% 590 2.2%
In process of foreclosure 387 1.5% 415 1.5%
Residential loans .......... 4,309 16.4% 4,411 16.0%
-------- ------ -------- ------
Total mortgage loans ....... $ 26,199 100.0% $ 27,509 100.0%
======== ====== ======== ======

</TABLE>

At December 31, 1994, the Company's mortgage loans were collateralized by the
following property types: office buildings (30%), retail stores (20%),
residential properties (17%), apartment complexes (12%), industrial buildings
(11%), agricultural properties (7%) and other commercial properties (3%). The
mortgage loans are geographically dispersed throughout the United States and
Canada with the largest concentrations in California (25%) and New York (8%).
Included in these balances are mortgage loans with affiliated joint ventures
of $684 million and $689 million at December 31, 1994 and 1993, respectively.

5. EMPLOYEE BENEFIT PLANS

A. PENSION PLANS

The Company has several defined benefit pension plans which cover
substantially all of its employees. The benefits are generally based on
career average earnings and credited length of service.

The Company's funding policy is to contribute annually the amount necessary
to satisfy the Internal Revenue Service contribution guidelines. The
pension plans are accounted for in accordance with Statement of Financial
Accounting Standards No. 87, "Employers' Accounting for Pensions" ("SFAS
No. 87").

Employee pension benefit plan status at September 30, 1994 and 1993 is as
follows:

1994 1993
-------- --------
(IN MILLIONS)

<S> <C> <C>
Actuarial present value of benefit obligation:
Accumulated benefit obligation, including vested benefits of
$2,956 in 1994 and $3,053 in 1993 ........................ $(3,255) $(3,401)
======= =======
Projected benefit obligation ............................... (4,247) (4,409)
Plan assets at fair value .................................... 5,704 5,950
------- -------
Plan assets in excess of projected benefit obligation ........ 1,457 1,541
Unrecognized net asset existing at the date of the initial
application of SFAS No. 87 ................................. (980) (1,086)
Unrecognized prior service cost since initial application of
SFAS No. 87 ................................................ 228 253
Unrecognized net loss from actuarial experience since initial
application of SFAS No. 87 ................................. 9 25
Additional minimum liability ................................. (8) 0
------- -------
Prepaid pension cost ......................................... $ 706 $ 733
======= =======

</TABLE>

F-9

<PAGE> 10

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

FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

Plan assets consist primarily of equity securities, bonds, real estate and
short-term investments, of which $4,155 million are included in the
Consolidated Statement of Financial Position at December 31, 1994.

In compliance with statutory accounting principles, The Prudential's
prepaid pension costs of $765 million and $784 million at December 31,
1994 and 1993, respectively, were considered non-admitted assets. These
assets are excluded from the consolidated assets and the changes in these
non-admitted assets of ($19) million and $142 million in 1994 and 1993,
respectively, are reported in "General, administrative and other expenses"
in the Consolidated Statements of Operations.

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

<TABLE>
<CAPTION>
1994 1993 1992
------ ------ ------
(IN MILLIONS)

<S> <C> <C> <C>
Service cost - benefits earned during the year $ 163 $ 133 $ 133
Interest cost on projected benefit obligation 311 301 296
Actual return on assets ...................... 56 (854) (367)
Net amortization and deferral ................ (639) 301 (150)
Net charge for special termination benefits .. 156 0 0
----- ----- -----
Net periodic pension expense/(benefit) ...... $ 47 $(119) $ (88)
===== ===== =====

</TABLE>

The net expense relating to the Company's pension plans is $28 million, $23
million and $29 million in 1994, 1993 and 1992, respectively, which considers
the changes in The Prudential's non-admitted prepaid pension asset of $(19)
million, $142 million and $117 million, respectively.

As a result of a special early retirement program, net curtailment gains and
special termination benefits of approximately $156 million are included in
the net periodic pension expense for the year ended December 31, 1994.

The assumptions used in 1994 and 1993 to develop the accumulated pension
benefit obligation were:

1994 1993
-------- --------

<S> <C> <C>
Discount rate ................................ 8.25-8.5% 7.0%
Expected long-term rate of return on assets... 8.5-9.0% 8.5-9.0%
Rate of increase in compensation levels ...... 5.0-5.5% 4.5-5.0%

</TABLE>

B. POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS

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

Effective in 1993, the costs of postretirement benefits, with respect to
The Prudential, are recognized in accordance with the accounting policy
issued by the NAIC. The NAIC's policy is similar to Statement of Financial
Accounting Standards No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions," except that the NAIC policy excludes
non-vested employees. The Prudential has elected to amortize its
transition obligation over 20 years.

Prior to 1993, the Company's policy was to fund the cost of providing
these benefits in the years that the employees were providing services to
the Company. The Company defined this service period as originating at an
assumed entry age and terminating at an average retirement age. Annual
deposits to the fund were determined using the entry age normal actuarial
cost method, including amortization of prior service costs for employees'
services rendered prior to the initial funding of the plan. The provision
for the year ended December 31, 1992 was $143 million.

The Prudential's net periodic postretirement benefit cost required to be
recognized for 1994 and 1993, under the NAIC policy is $110 million and
$125 million, respectively. In 1994 and 1993, The Prudential voluntarily
accrued an additional $10 million and $62 million, respectively, which
represents a portion of the obligation for active non-vested employees
(the total of this obligation is $520 million and $594 million as of
December 31, 1994 and 1993, respectively).

Company funding of its postretirement benefit obligations totaled $31
million and $404 million in 1994 and 1993, respectively. The Company
contributes amounts to the plan in excess of covered expenses being paid.

F-10

<PAGE> 11

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

FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

The postretirement benefit plan status as of September 30, 1994 and 1993 is
as follows:

<TABLE>
<CAPTION>
1994 1993
-------- --------
(IN MILLIONS)

<S> <C> <C>
Accumulated postretirement benefit obligation (APBO):
Retirees ........................................... $(1,337) $(1,211)
Fully eligible active plan participants ............ (188) (445)
------- -------
Total APBO ...................................... (1,525) (1,656)
Plan assets at fair value ............................ 1,304 1,335
------- -------
Accumulated postretirement benefit obligation in
excess of plan assets .............................. (221) (321)
Unrecognized transition obligation ................... 448 525
Unrecognized net (gain)/loss from actuarial experience (41) 69
------- -------
Prepaid postretirement benefit cost in accordance
with the NAIC accounting policy .................... 186 273
Additional amount accrued ............................ (72) (62)
------- -------
Prepaid postretirement benefit cost .................. $ 114 $ 211
======= =======

</TABLE>

Plan assets consist of group and individual variable life insurance policies,
group life and health contracts and short-term investments, of which $996
million are included in the Consolidated Statement of Financial Position at
December 31, 1994.

In compliance with statutory accounting principles, The Prudential's prepaid
postretirement benefit costs of $127 million and $217 million at December 31,
1994 and 1993, respectively, are considered non-admitted assets. These assets
are excluded from the consolidated assets and the changes in these
non-admitted assets of $(90) million and $217 million in 1994 and 1993,
respectively, are reported in "General, administrative and other expenses" in
1994 and in "Issuance of capital notes" in 1993.

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

1994 1993
-------- --------
(IN MILLIONS)

<S> <C> <C>
Cost of newly eligible or vested employees... $ 38 $ 41
Interest cost ................................ 112 124
Actual return on plan assets ................. (98) (86)
Net amortization and deferral ................ (13) 15
Amortization of transition obligation ........ 23 39
Net charge for special termination benefits... 58 0
Additional contribution expense .............. 10 62
----- -----
Net periodic postretirement benefit cost ..... $ 130 $ 195
===== =====
</TABLE>

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

As a result of a special early retirement program, curtailment expenses and
special termination benefits of approximately $58 million are included in the
net periodic postretirement benefit cost for the year ended December 31,
1994.

The assumptions used in 1994 and 1993 to measure the accumulated
postretirement benefits obligation were:

<TABLE>
<CAPTION>
1994 1993
-------- --------
<S> <C> <C>
Discount rate ...................................... 8.25-8.5% 7.0-7.5%
Expected long-term rate of return on plan assets.... 9.0% 9.0%
Salary scale ....................................... 5.5% 5.0%

</TABLE>

F-11

<PAGE> 12

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

FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

The health care cost trend rates used varied from 9.1% to 13.9%, depending
on the plan, with one plan being graded to 6.5% by the year 2012 and all
others being graded to 6.0% by 2006. Increasing the health care cost trend
rate by one percentage point in each year would increase the
postretirement benefit obligation as of September 30, 1994, by $243
million and the total of the cost of newly eligible or vested employees
and interest cost for 1994 by $21 million.

In 1994, the Company changed its method of accounting for the recognition
of costs and obligations relating to severance, disability and related
benefits to former or inactive employees after employment, but before
retirement, to an accrual method. Previously, these benefits were expensed
when paid. The effect of this change was to decrease surplus by
approximately $160 million in 1994.

6. NOTES PAYABLE AND OTHER BORROWINGS

Notes payable and other borrowings consisted of the following at December 31,
1994 and 1993:

<TABLE>
<CAPTION>
DECEMBER 31, 1994 DECEMBER 31, 1993
------------------------------ ------------------------------
WEIGHTED AVERAGE WEIGHTED AVERAGE
BALANCE COST OF FUNDS BALANCE COST OF FUNDS
-------- ---------------- -------- --------------
(IN MILLIONS)

<S> <C> <C> <C> <C>
Short-term debt..... $ 9,188 5.7% $ 9,435 3.7%
Long-term debt...... 2,821 6.5% 3,919 5.3%
------- -------
$12,009 $13,354
======= =======

</TABLE>

Scheduled repayments of long-term debt as of December 31, 1994, are as
follows: $594 million in 1995, $269 million in 1996, $362 million in 1997,
$268 million in 1998, $666 million in 1999, and $662 million thereafter. As
of December 31, 1994, the Company had $8,120 million in lines of credit from
numerous financial institutions of which $3,925 million were unused.

7. CAPITAL NOTES

In 1993, The Prudential issued 6.875% Fixed Rate Capital Notes ("the notes")
in the aggregate principal amount of $300 million. The notes mature on April
15, 2003, and may not be redeemed prior to maturity and will not be entitled
to any sinking fund. The notes are subordinated in right of payment to all
claims of policyholders and to senior indebtedness. Payment of the principal
amount of the notes at maturity is subject to the following conditions: (i)
The Prudential shall not be in payment default with respect to any senior
indebtedness or class of policyholders, (ii) no state or federal agency shall
have instituted proceedings seeking reorganization, rehabilitation or
liquidation of The Prudential, and (iii) immediately after making such
payment, Total Adjusted Capital would exceed 200% of its Authorized Control
Level Risk-Based Capital. The terms "Total Adjusted Capital" and "Authorized
Control Level" are defined by the Risk-Based Capital for Life and/or Health
Insurers Model Act. The payment of interest on the notes is subject to
satisfaction of conditions (i) and (ii) above. Unpaid accrued interest
amounted to $25 million at December 31, 1994 and 1993. The net proceeds from
the notes, approximately $298 million, were contributed to a voluntary
employee benefit association trust to prefund certain obligations of The
Prudential to provide postretirement medical and other benefits. This
resulted in a prepaid asset, which is non-admitted for statutory purposes.
The net increase to surplus from the issuance of the notes, including a tax
benefit of $104 million less the charge-off of the non-admitted asset of $217
million, was $185 million (see Note 5B).

8. SPECIAL SURPLUS FUND

The special surplus fund includes required contingency reserves of $1,097
million and $1,091 million as of December 31, 1994 and 1993, respectively.

9. FAIR VALUE INFORMATION

The fair value amounts have been determined by the Company using available
information and reasonable valuation methodologies for those accounts for
which fair value disclosures are required. Considerable judgment is
necessarily applied in interpreting data to develop the estimates of fair
value. Accordingly, the estimates presented may not be realized in a current
market exchange. The use of different market assumptions and/or estimation
methodologies could have a material effect on the estimated fair values. The
following methods and assumptions were used in calculating the fair values.
(For all other financial instruments presented in the table, the carrying
value is a reasonable estimate of fair value.)

F-12
<PAGE> 13

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

FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

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

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

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

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

INVESTMENT-TYPE INSURANCE CONTRACT LIABILITIES. Fair values for the Company's
investment-type insurance contract liabilities are estimated using a
discounted cash flow model, based on interest rates currently being offered
for similar contracts.

NOTES PAYABLE AND OTHER BORROWINGS. The estimated fair value of notes payable
and other borrowings is based on the borrowing rates currently available to
the Company for debt with similar terms and maturities.

The following table discloses the carrying amounts and estimated fair values
of the Company's financial instruments at December 31, 1994 and 1993:

<TABLE>
<CAPTION>
1994 1993
------------------------------- ----------------------------
ESTIMATED ESTIMATED
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
--------- --------- -------- ---------
(IN MILLIONS)

<S> <C> <C> <C> <C>
Financial assets:
Fixed maturities ..................... $78,743 $77,323 $79,061 $84,217
Equity securities .................... 2,327 2,327 2,216 2,216
Mortgage loans ....................... 26,199 24,955 27,509 28,004
Policy loans ......................... 6,631 6,018 6,456 6,568
Short-term investments ............... 10,630 10,630 6,304 6,304
Securities purchased under
agreements to resell ............... 5,591 5,591 9,656 9,656
Trading account securities ........... 6,218 6,218 8,586 8,586
Cash ................................. 1,109 1,109 1,666 1,666
Broker-dealer receivables ............ 7,311 7,311 9,133 9,133
Assets held in Separate Accounts ..... 48,633 48,633 48,110 48,110

Financial liabilities:

Investment-type insurance contracts .. 39,747 38,934 41,149 42,668
Securities sold under agreements
to repurchase ...................... 8,919 8,919 14,703 14,703
Notes payable and other borrowings ... 12,009 11,828 13,354 13,625
Broker-dealer payables ............... 5,144 5,144 5,410 5,410
Liabilities related to Separate
Accounts ............................. 47,946 47,946 47,475 47,475
Derivative financial instruments - net
(see Note 10) ...................... 392 397 253 303

</TABLE>

F-13

<PAGE> 14

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

FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

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

A. DERIVATIVE FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards No. 119, "Disclosures about
Derivative Financial Instruments and Fair Value of Financial
Instruments," effective for 1994, requires certain disclosures about
derivative financial instruments and other financial instruments with
similar characteristics ("derivatives"). Derivatives include swaps,
forwards, futures, options and loan commitments subject to market risk,
all of which are used by the Company in the normal course of business in
both trading and other than trading activities.

The Company uses derivatives in trading activities primarily to meet the
financing and hedging needs of its customers and to trade for its own
account. The Company also uses derivatives for purposes other than
trading to reduce exposure to interest rate, currency and other forms of
market risk.

The table below summarizes the Company's outstanding positions by
derivative instrument as of December 31,1994. The amounts presented are
classified as either trading or other than trading, based on
management's intent at the time of contract inception and throughout the
life of the contract. The table includes the estimated fair values of
outstanding derivative positions only and does not include the fair
values of associated financial and non-financial assets and liabilities,
which generally offset derivative fair values. The fair value amounts
presented do not reflect the netting of amounts pursuant to rights of
setoff, qualifying master netting agreements with counterparties or
collateral arrangements. The table shows that less than 5% of derivative
fair values were not reflected in the Company's Consolidated Statement
of Financial Position.

DERIVATIVE FINANCIAL INSTRUMENTS
AS OF DECEMBER 31, 1994
(IN MILLIONS)

TRADING OTHER THAN TRADING
-------------------- ----------------------
ESTIMATED ESTIMATED
NOTIONAL FAIR VALUE NOTIONAL FAIR VALUE
-------- ---------- -------- ----------

<S> <C> <C> <C> <C> <C>
Swaps Assets $13,852 $ 837 $ 184 $ 9
Liabilities 14,825 1,216 4,993 48
Forwards Assets 21,988 300 2,720 24
Liabilities 19,898 289 3,112 19
Futures Assets 1,520 40 4,296 17
Liabilities 1,878 35 505 3
Options Assets 2,924 31 2,407 8
Liabilities 3,028 38 2,217 2
Loan commitments Assets 0 0 212 2
Liabilities 0 0 1,543 15
------- ------- ------- -------
Total Assets $40,284 $ 1,208 $ 9,819 $ 60
======= ======= ======= =======
Liabilities $39,629 $ 1,578 $12,370 $ 87
======= ======= ======= =======

</TABLE>

TOTAL
----------------------------------------------
CARRYING ESTIMATED
NOTIONAL AMOUNT FAIR VALUE
-------- -------- ----------

<S> <C> <C> <C> <C>
Swaps Assets $14,036 $ 845 $ 846
Liabilities 19,818 1,236 1,264
Forwards Assets 24,708 312 324
Liabilities 23,010 299 308
Futures Assets 5,816 30 57
Liabilities 2,383 35 38
Options Assets 5,331 34 39
Liabilities 5,245 40 40
Loan commitments Assets 212 (2) 2
Liabilities 1,543 1 15
------- ------- -------
Total Assets $50,103 $ 1,219 $ 1,268*
======= ======= =======
Liabilities $51,999 $ 1,611 $ 1,665*
======= ======= =======

</TABLE>

* $1,233 of Assets and $1,596 of Liabilities are reflected in the Consolidated
Statement of Financial Position

F-14

<PAGE> 15

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

FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

DERIVATIVES HELD FOR TRADING PURPOSES. The Company uses derivatives for
trading purposes in securities broker-dealer activities and in a
limited-purpose swap subsidiary. Net trading revenues for the year ended
December 31, 1994, relating to forwards, futures and swaps were $107 million,
$33 million and $8 million, respectively. Net trading revenues for options
were not material. Average fair value for trading derivatives in an asset
position during the year ended December 31, 1994, was $1,526 million and for
derivatives in a liability position was $1,671 million. Of those derivatives
held for trading purposes at December 31, 1994, 60.0% of notional consisted
of interest rate derivatives, 33.7% consisted of foreign exchange
derivatives, and 6.3% consisted of equity and commodity derivatives.

DERIVATIVES HELD FOR PURPOSES OTHER THAN TRADING. Of the total notional of
derivatives held for purposes other than trading at December 31, 1994, 23.0%
were used by the Company to hedge its investment portfolio to reduce interest
rate, currency and other market risks, 75.8% were used to hedge interest rate
risk related to the Company's mortgage banking subsidiary activities, and
1.2% were used to hedge interest and currency risks associated with the
Company's debt issuances. Of those derivatives held for purposes other than
trading at December 31, 1994, 85.0% of notional consisted of interest rate
derivatives, 13.9% consisted of foreign exchange derivatives, and 1.1%
consisted of equity and commodity derivatives.

Derivatives used to hedge the Company's investment portfolio, including
futures, options and forwards, are typically short-term in nature and are
intended to minimize exposure to market fluctuations or to change the
characteristics of the Company's asset/liability mix, consistent with the
Company's risk management activities. At December 31, 1994, net gains of $0.7
million relating to futures used as hedges of anticipated bond investments
were deferred and included in "Other liabilities." The investments being
hedged are expected to be made in the first quarter of 1995. The Company's
mortgage banking subsidiary hedges the interest rate risk associated with
mortgage loans and mortgage-backed securities held for sale and with unfunded
loans for which a rate of interest has been guaranteed. At December 31, 1994,
net gains of $0.8 million relating to forwards, futures and options used as
hedges of unfunded loan commitments were deferred as "Other liabilities." The
deferred gains were included in the carrying amounts of the loans when
funded, which is generally within sixty days from the commitment date. The
Company's mortgage banking subsidiary also hedges its exposure to future
changes in interest rates on interest-sensitive liabilities and hedges the
prepayment risk associated with its mortgage servicing portfolio. At December
31, 1994, net gains of $6.5 million relating to futures used as hedges of
anticipated borrowings were deferred and included in "Other liabilities." The
borrowings being hedged are expected to be issued by early 1996. The Company
also uses derivatives, particularly swaps and forwards, to manage the
interest rate and foreign exchange risks associated with its notes payable
and other borrowings.

B. OFF-BALANCE-SHEET CREDIT-RELATED INSTRUMENTS

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

The notional amount of these instruments, which represents the Company's
maximum exposure to credit loss from other parties' non-performance, was
$17,389 million and $18,666 million at December 31, 1994 and 1993,
respectively. Because many of these amounts expire without being advanced in
whole or in part, the amounts do not represent future cash flows. The above
notional amounts include $4,150 million and $3,066 million of unused
available lines of credit under credit card and home equity commitments as of
December 31, 1994 and 1993, respectively. The Company has not experienced,
and does not anticipate experiencing, all of its customers exercising their
entire available lines of credit at any given point in time.

The estimated fair value of off-balance-sheet credit related instruments was
$(91.3) million and $13.0 million at December 31, 1994 and 1993,
respectively. The total fair value at December 31, 1994, includes $(13.3)
million for fixed-rate loan commitments, which are subject to market risk.
The estimated fair value was determined based on fees currently charged for
similar arrangements, adjusted for changes in interest rate and credit
quality that occurred subsequent to origination.

F-15

<PAGE> 16

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

FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

11. CONTINGENCIES

A. ENVIRONMENTAL-RELATED CLAIMS

The Company receives claims under expired contracts which assert alleged
injuries and/or damages relating to or resulting from toxic torts, toxic
waste and other hazardous substances. The liabilities for such claims
cannot be estimated by traditional reserving techniques. As a result of
judicial decisions and legislative actions, the coverage afforded under
these contracts may be expanded beyond their original terms. Extensive
litigation between insurers and insureds over these issues continues and
the outcome is not predictable, nor is there any clear emerging trend.
In establishing the unpaid claim reserves for these losses, management
considered the available information. However, given the expansion of
coverage and liability by the courts and legislatures in the past, and
potential for other unfavorable trends in the future, the ultimate cost
of these claims could increase from the levels currently established.

B. LAWSUITS

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

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

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

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

12. SUBSEQUENT EVENTS

Several purported class actions and individual actions have been
brought against the Company on behalf of those persons who purchased life
insurance policies allegedly because of deceptive sales practices engaged
in by the Company and its insurance agents in violation of state and
federal laws. The sales practices alleged to have occurred are contrary to
Company policy. Some of these cases seek very substantial damages while
others seek unspecified compensatory, punitive and treble damages. The
majority of these cases were filed after March 1, 1995. The Company intends
to defend these cases vigorously.

In response to this litigaton, several state insurance departments have
initiated investigations or market conduct examinations relating to
Prudential's sales practices. The Attorney General of two states have also
made inquires.

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

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

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

F-16

<PAGE> 17

INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying consolidated statements of financial
position of The Prudential Insurance Company of America and subsidiaries as
of December 31, 1994 and 1993, and the related consolidated statements of
operations and changes in surplus and asset valuation reserve and of cash
flows for each of the three years in the period ended December 31, 1994.
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of The Prudential Insurance Company
of America and subsidiaries as of December 31, 1994 and 1993, and the results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1994 in conformity with generally accepted
accounting principles.

Deloitte & Touche LLP
Parsippany, New Jersey
March 1, 1995, except for Note 12,
as to which the date is April 25, 1995

F-17

<PAGE>

DETERMINATION OF SUBACCOUNT UNIT VALUES AND
OF THE AMOUNT OF MONTHLY VARIABLE ANNUITY PAYMENTS

A. Subaccount Unit Values

The value for each Subaccount Unit is computed as of the end of each "valuation
period" as defined on page 3 of the prospectus (also referred to in this section
as business day).

On any given business day the value of Units in each subaccount will be
determined by multiplying the value of a Unit of that subaccount for the
preceding business day by the net investment factor for that subaccount for the
current business day. The net investment factor for any business day is
determined by dividing the value of the assets of the subaccount for that day by
the value of the assets of the subaccount for the preceding business day
(ignoring, for this purpose, changes resulting from new purchase payments and
withdrawals), and subtracting from the result the daily equivalent of the 1.2%
annual charge for expense risks and mortality risks. (See Charges under the
Contracts in the prospectus for the Account.) The value of the assets of a
subaccount is determined by multiplying the number of shares of the Series Fund
held by that subaccount by the net asset value of each share and adding the
value of dividends declared by the Series Fund but not yet paid.

B. Determination of the Amount of Monthly Variable Annuity Payment

When a Contract owner elects to convert his or her Variable Account into monthly
variable annuity payments (an option available under the WVA-83 Contract and the
VIP-84 Contract, but not under the VIP-86 Contract), the number of Units
credited to him or her in each subaccount is first reduced to take into account
any applicable sales charge and any state premium taxes that may be payable. The
remaining Subaccount Units are then converted into a number of Subaccount
Annuity Units of equal aggregate value. As with Subaccount Units, the value of
each Subaccount Annuity Unit also changes daily in accordance with the
investment results of the underlying Series Fund Portfolio, after deduction of
the daily equivalent of the 1.2% annual charge for assuming expense and
mortality risks.

Built into the value of Subaccount Annuity Units is an assumption that the value
of a subaccount will grow by 3.5% each year. The reason for making this
assumption is explained more fully below. Accordingly, the value of a Subaccount
Annuity Unit always increases by an amount that is somewhat less than the
increase would have been had this assumption not been made and decreases by an
amount that is somewhat greater than the decrease would have been had the
assumption not been made. If the value of the assets of a subaccount increases
from 1 day to the next at a rate equivalent to 4.7% per year (3.5% plus the
annual charge of 1.2%), the Subaccount Annuity Unit Value will not change. If
the increase is less than at a rate equivalent to 4.7% per year, the Subaccount
Annuity Unit Value will decrease.

To determine the amount of each monthly variable annuity payment, the first step
is to refer to the Schedule of Annuity Rates set forth in the Contract, relating
to the form of annuity selected by the Contract owner. For example, for a man of
65 years of age who has selected a lifetime annuity with a guaranteed minimum of
120 payments, the applicable schedules currently provide that 1000 Subaccount
Annuity Units will result in the payment each month of an amount equal to the
value of 5.73 Subaccount Annuity Units. (Due to the fact that the Schedule of
Annuity Rates set forth in the WVA-83 Contract differs from that set forth in
the VIP-84 Contract, the preceding sentence, as it applies to the WVA-83
Contract, is modified. See item 4 under Differences Under the WVA-83 Contract in
the prospectus for the Account.) The amount of the first variable annuity
payment made on the first day of the month will be equal to that number of
Subaccount Annuity Units multiplied by the Subaccount Annuity Unit Value at the
end of that day, if a business day, or otherwise at the end of the last
preceding business day. The amount of each subsequent variable annuity payment
made on the first day of the month will be equal to the number of Subaccount
Annuity Units multiplied by the Subaccount Annuity Unit Value at the end of the
last business day which is at least 5 days before the date the annuity payment
is due. (Under the WVA-83 Contract, the amount of each variable annuity payment
made after the first payment is not determined as described in the preceding
sentence. See item 5 under Differences Under the WVA-83 Contract in the
prospectus for the Account.)

As stated above, Subaccount Annuity Unit Values change in accordance with the
investment results of the subaccount but will not increase--and thus the amount
of each monthly variable payment will not increase--unless the assets in the
subaccount increase, after deducting the 1.2% annual charge, at a rate greater
than 3.5% per year. This compensates for the fact that the annuity rate
schedules have been constructed upon the assumption that there will be a 3.5%
annual increase in the value of each subaccount. Although a different assumption
could have been made, namely that the subaccounts will not increase in value,
this would have resulted in smaller variable annuity payments immediately after
annuitization and larger payments in later years. This would have been
advantageous for annuitants who happen to live very long but disadvantageous to
those who happen to die earlier.

<PAGE>

The Prudential believes that the 3.5% annual growth assumption is better for
Contract owners, because it produces a better balance between early and later
variable annuity payments.

<PAGE>

PART C

OTHER INFORMATION

<PAGE>

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements

(1) Financial Statements of The Prudential Individual Variable Contract
Account (Registrant) consisting of the Statements of Net Assets, as of
December 31, 1994; the Statements of Operations for the periods ended
December 31, 1994; the Statements of Changes in Net Assets for the
periods ended December 31, 1994 and 1993; and the Notes relating
thereto appear in the statement of additional information (Part B of
the Registration Statement).

(2) Consolidated Financial Statements of The Prudential Insurance Company
of America (Depositor) and subsidiaries consisting of the Consolidated
Statements of Financial Position as of December 31, 1994 and 1993; the
Consolidated Statements of Operations and Changes in Surplus and Asset
Valuation Reserve/Mandatory Securities Valuation Reserve and the
Consolidated Statements of Cash Flows for the years ended December 31,
1994, 1993 and 1992; and the Notes relating thereto appear in the
statement of additional information (Part B of the Registration
Statement).

(b) Exhibits

(1) Resolution of the Board of Directors of The Prudential Insurance
Company of America establishing The Prudential Individual Variable
Contract Account. (Note 2)

(2) Agreements for custody of securities and similar investments--Not
Applicable

(3) (a) Distribution Agreement between Pruco Securities Corporation
(Underwriter) and The Prudential Insurance Company of America
(Depositor). (Note 3)
(b) Proposed form of Selected Broker Agreement between Pruco
Securities Corporation and brokers with respect to sale of the
Contracts. (Note 3)

(4) (a) Individual Variable Annuity Contract (Form WVA-83). (Note 3)
(b) Special Page One to the Contract (Form WVA-83) for N.Y. State
issues. (Note 3)
(c) Endorsement WVA 2-83 to the Contract (Form WVA-83) for use in New
Jersey issues. (Note 4)
(d) Special Page Six WVA-83 to the Contract (Form WVA-83) for use in
Oklahoma issues. (Note 4)
(e) Special Page Six WVA-83 to the Contract (Form WVA-83) for use in
California issues. (Note 4)
(f) Endorsement WVA 3-83 to the Contract (Form WVA-83) for use in
Tennessee issues. (Note 5)
(g) Endorsement WVA 4-83 to the Contract (Forms WVA-83 and VIP-84)
for use in Texas issues. (Note 5)
(h) Endorsement WVA 5-83 to the Contract (Form WVA-83) for use in
Texas and Pennsylvania issues. (Note 5)
(i) Endorsement WVA 6-83 to the Contract (Form WVA-83) for use in
California issues. (Note 5)
(j) Endorsement COMB 84889-83 to the Contract (Form WVA-83) for use
in the District of Columbia and in all states except New York.
(Note 5)
(k) Endorsement COMB 84890-83 to the Contract (Form WVA-83) for use
in the District of Columbia and in all states except New York.
(Note 5)
(l) Individual Variable Annuity Contract (Form VIP-84). (Note 7)
(m) Special Page One to the Contract (Form VIP-84) for use in N.Y.
issues. (Note 7)
(n) Special Page Nineteen to the Contract (Form VIP-84) for use in
N.Y. issues. (Note 6)
(o) Special Page Four to the Contract (Form VIP-84) for use in
Oklahoma issues. (Note 7)
(p) Special Page Seven to the Contract (Form VIP-84) for use in
Oklahoma issues. (Note 7)
(q) Special Page Four to the Contract (Form VIP-84) for use in
California issues. (Note 7)
(r) Special Page Seven to the Contract (Form VIP-84) for use in
California issues. (Note 7)
(s) Endorsement VIP 3-84 to the Contract (Form VIP-84) for use in
California issues. (Note 6)
(t) Endorsement WVA 13-85 to the Contract (Form WVA-83) for use in
all states so that the Contract meets Internal Revenue Code
Section 72(s) requirements for an annuity. (Note 8)
(u) Endorsement VIP 6-85 to the Contract (Form VIP-84) for use in all
states so that the Contract meets Internal Revenue Code Section
72(s) requirements for an annuity. (Note 8)
(v) Individual Variable Annuity Contract (Form VIP-86). (Note 10)
(w) Individual Variable Annuity Contract (Form VIP-86) revised.
(Note 11)
(x) Special Jacket VIP-86 MN to the VIP-86 Contract for use in
Minnesota issues. (Note 11)
(y) Special Jacket VIP-86 Y to the VIP-86 Contract for use in New
York issues. (Note 11)

C-1
<PAGE>

(z) Special Contract Data Page 3 (VIP-86) (MN) to the VIP-86 Contract
for use in Minnesota issues. (Note 11)
(aa) Special Page 7 (VIP-86) Y to the VIP-86 Contract for use in New
York issues. (Note 11)
(bb) Special Page 7 (VIP-86) (OK) to the VIP-86 Contract for use in
Oklahoma issues. (Note 11)
(cc) Special Page 7 (VIP-86) (SC) to the VIP-86 Contract for use in
South Carolina issues. (Note 11)
(dd) Special Page 8 (VIP-86) (OK) to the VIP-86 Contract for use in
Oklahoma issues. (Note 11)
(ee) Special Page 11 (VIP-86) (WA) to the VIP-86 Contract for use in
Washington issues. (Note 11)
(ff) Special Page 11 (VIP-86) (SC) to the VIP-86 Contract for use in
South Carolina issues. (Note 11)
(gg) Special Page 11 (VIP-86) (Y) to the VIP-86 Contract for use in
New York issues. (Note 11)
(hh) Special Page 11 (VIP-86) (WI) to the VIP-86 Contract for use in
Wisconsin issues. (Note 11)
(ii) Special Page 12 (VIP-86) (SC) to the VIP-86 Contract for use in
South Carolina and Washington issues. (Note 11)
(jj) Special Page 12 (VIP-86) (Y) to the VIP-86 Contract for use in
New York issues. (Note 11)
(kk) Special Page 12 (VIP-86) (WI) to the VIP-86 Contract for use in
Wisconsin issues. (Note 11)
(ll) Special Page 13 (VIP-86) (WI) to the VIP-86 Contract for use in
Wisconsin issues. (Note 11)
(mm) Special Page 14 (VIP-86) (WI) to the VIP-86 Contract for use in
Wisconsin issues. (Note 11)
(nn) Special Back Jacket Page 18 (VIP-86) (MN) to the VIP-86 Contract
for use in Minnesota issues. (Note 11)
(oo) Special Back Jacket Page 18 (VIP-86) (Y) to the VIP-86 Contract
for use in New York issues. (Note 11)
(pp) Special Jacket VIP-86-P to the VIP-86 Contract for use in
Pennsylvania issues. (Note 12)
(qq) Special Contract Data Page 3 (VIP-86) (MA) to the VIP-86 Contract
for use in Massachusetts issues. (Note 12)
(rr) Special Page 7 (VIP-86) (PA) to the VIP-86 Contract for use in
Pennsylvania issues. (Note 12)
(ss) Special Blank Page 13 (VIP-86) (MA) to the VIP-86 Contract for
use in Massachusetts issues. (Note 12)
(tt) Special Blank Page 17 VIP-86-P to the VIP-86 Contract for use in
Pennsylvania issues. (Note 12)
(uu) Special Back Jacket Page 18 VIP-86-P to the VIP-86 Contract for
use in Pennsylvania issues. (Note 12)
(vv) Endorsement VIP 501-86 to the VIP-86 Contract for use in all
states except Delaware, Georgia, Massachusetts, North Dakota, New
York, Oregon, Pennsylvania and Texas. (Note 12)
(ww) Endorsement COMB 84890-83 to the VIP-86 Contract for use in
Montana. (Note 12)
(xx) Endorsement Certification PLI 254-86 to the VIP-86 Contract for
use in Pennsylvania. (Note 12)
(yy) Endorsement PLI 288-88 to the VIP-86 Contract. (Note 14)
(zz) Waiver of Withdrawal Charges rider ORD 88753-92 to the VIP-86
Contract (at issue). (Note 16)
(aaa) Waiver of Withdrawal Charges rider ORD 88754-92 to the VIP-86
Contract (after issue). (Note 16)

(bbb) Spousal Continuance Rider ORD 89011-93 to the VIP contract (at
issue). (Note 17)
(ccc) Endorsement altering the Assignment provision ORD 83922-95
(Note 18)

(5) Application for Individual Variable Annuity Contract:
(a) Application Form VA 200 ED 07/83 for Individual Variable Annuity
Contract (Form WVA-83). (Note 5)
(b) Application Form VA 200 ED 5/84 for Individual Variable Annuity
Contract (Form VIP-84) for use by Prudential representatives.
(Note 7)
(c) Application Form VA 200B ED 5/84 for Individual Variable Annuity
Contract (Form VIP-84) for use by Prudential-Bache account
executives. (Note 7)
(d) Revised Application Form VA 200 ED 5/84-Non-Qualified for
Individual Annuity Contract (Form VIP-84) for use by Prudential
representatives. (Note 8)
(e) Revised Application Form VA 200 Ed. 5/86-Non-Qualified. (Note 9)
(f) Revised Application Form VA 200 Ed. 5/86-Non-Qualified (NY) for
use in New York. (Note 9)
(g) Revised Application Form VA 200 Ed. 9/86-Non-Qualified. (Note 10)
(h) Revised Application Form VA 200 Ed. 11/86-Non-Qualified.
(Note 12)

(i) Application for VIP annuity contract ORD 87348-92. (Note 17)
(j) Supplement to the Application for a VIP contract ORD 87454-92.
(Note 17)

C-2
<PAGE>

(6) (a) Charter of The Prudential Insurance Company of America, as
amended February 26, 1988. (Note 15)

(b) By-Laws of The Prudential Insurance Company of America, as
amended January 10, 1995. (Note 20)

(7) Contract of reinsurance in connection with variable annuity contract--
Not Applicable.
(8) Other material contracts performed in whole or in part after the date
the registration statement is filed:
(a) Purchase Agreement between The Prudential Series Fund, Inc. and
The Prudential Insurance Company of America. (Note 3)

(9) Opinion of Counsel and consent to its use as to legality of the
securities being registered. (Note 1)
(10) Written consent of Deloitte & Touche LLP, independent auditors.
(Note 1)

(11) All financial statements omitted from Item 23, Financial Statements--
Not Applicable.
(12) Agreements in consideration for providing initial capital between or
among Registrant, Depositor, Underwriter, or initial contract owners--
Not Applicable.

(13) Schedule of Performance Computations. (Note 1)
(14) Powers of Attorney. (Note 19)
(27) Financial Data Schedule (Note 1)

(Note 1) Filed herewith.
(Note 2) Incorporated by reference to Registrant's Form N-8B-2, filed
December 15, 1982.
(Note 3) Incorporated by reference to Pre-Effective Amendment No. 2 to this
Registration Statement, filed March 10, 1983.
(Note 4) Incorporated by reference to Pre-Effective Amendment No. 3 to this
Registration Statement, filed April 27, 1983.
(Note 5) Incorporated by reference to Post-Effective Amendment No. 1 to this
Registration Statement, filed December 8, 1983.
(Note 6) Incorporated by reference to Post-Effective Amendment No. 2 to this
Registration Statement, filed March 22, 1984.
(Note 7) Incorporated by reference to Post-Effective Amendment No. 3 to this
Registration Statement, filed April 27, 1984.
(Note 8) Incorporated by reference to Post-Effective Amendment No. 4 to this
Registration Statement, filed April 30, 1985.
(Note 9) Incorporated by reference to Post-Effective Amendment No. 6 to this
Registration Statement, filed April 30, 1986.
(Note 10) Incorporated by reference to Post-Effective Amendment No. 7 to this
Registration Statement, filed July 9, 1986.
(Note 11) Incorporated by reference to Post-Effective Amendment No. 8 to this
Registration Statement, filed October 23, 1986.
(Note 12) Incorporated by reference to Post-Effective Amendment No. 9 to this
Registration Statement, filed April 27, 1987.
(Note 13) Incorporated by reference to Post-Effective Amendment No. 4 to
Form S-6, Registration No. 33-20000, filed March 2, 1990, on behalf of
The Prudential Variable Appreciable Account.
(Note 14) Incorporated by reference to Post-Effective Amendment No. 12 to this
Registration Statement, filed March 6, 1989.
(Note 15) Incorporated by reference to Post-Effective Amendment No. 2 to
Form S-6, Registration No.33-20000, filed March 2, 1989, on behalf of
The Prudential Variable Appreciable Account.
(Note 16) Incorporated by reference to Post-Effective Amendment No. 18 to this
Registration Statement, filed April 28, 1993.

(Note 17) Incorporated by reference to Post-Effective Amendment No. 19 to
Form S-6, Registration No. 2-80897, filed April 28, 1994.

C-3

<PAGE>

(Note 18) Incorporated by reference to Post-Effective Amendment No. 20 to
Form S-6, Registration No. 2-80897, filed February 27, 1995.
(Note 19) Incorporated by reference to Post-Effective Amendment No. 15 to
Form S-6, Registration No. 33-20000, filed April XX, 1995, on behalf
of the Prudential Variable Appreciable Account.
(Note 20) Incorporated by reference to Post-Effective Amendment No. 26 to
Form N-3, Registration No. 2-76580, filed April XX, 1995, on behalf of
the Prudential Variable Contract Account-10.

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

Incorporated by reference to The Prudential Individual Variable Contract Account
prospectus under "Directors and Officers" contained in Part A of this
Registration Statement.

ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR
OR REGISTRANT

The Prudential Insurance Company of America ("The Prudential") is a mutual life
insurance company organized under the laws of New Jersey. The subsidiaries of
The Prudential are listed on the Organization chart set forth on the following
pages.

The Prudential may be deemed to control The Prudential Series Fund, Inc., a
Maryland corporation which is registered as an open-end, diversified, management
investment company under the Investment Company Act of 1940, all the shares of
which are held by The Prudential and the following separate accounts which are
registered as unit investment trusts under the Investment Company Act of 1940:
The Prudential Variable Appreciable Account, The Prudential Individual Variable
Contract Account (Registrant), The Prudential Qualified Individual Variable
Contract Account, The Prudential Variable Contract Account-24 (separate accounts
of The Prudential); the Pruco Life PRUvider Variable Appreciable Account, the
Pruco Life Variable Universal Account, the Pruco Life Variable Insurance
Account, the Pruco Life Variable Appreciable Account, the Pruco Life Single
Premium Variable Life Account, the Pruco Life Single Premium Variable Annuity
Account (separate accounts of Pruco Life Insurance Company ["Pruco Life"]); the
Pruco Life of New Jersey Variable Insurance Account, the Pruco Life of New
Jersey Variable Appreciable Account, the Pruco Life of New Jersey Single Premium
Variable Life Account, and the Pruco Life of New Jersey Single Premium Variable
Annuity Account (separate accounts of Pruco Life Insurance Company of New Jersey
["Pruco Life of New Jersey"]). Pruco Life, a corporation organized under the
laws of Arizona, is a direct wholly-owned subsidiary of The Prudential. Pruco
Life of New Jersey, a corporation organized under the laws of New Jersey, is a
direct wholly-owned subsidiary of Pruco Life, and an indirect wholly-owned
subsidiary of The Prudential.

The Prudential holds all of the shares of Prudential's Gibraltar Fund, a
Delaware corporation, in three of its separate accounts. Each of these separate
accounts is a unit investment trust registered under the Investment Company Act
of 1940. Prudential's Gibraltar Fund is registered as an open-end, diversified,
management investment company under the Investment Company Act of 1940.

In addition, The Prudential may also be deemed to be under common control with
The Prudential Variable Contract Account-2, The Prudential Variable Contract
Account-10, and The Prudential Variable Contract Account-11, separate accounts
of The Prudential, all of which are registered as open-end, diversified,
management investment companies under the Investment Company Act of 1940.

The subsidiaries of The Prudential and short descriptions of each are listed
under Item 25 of Post-Effective Amendment No. 28 to the Form N-1A Registration
Statement for The Prudential Series Fund, Inc., Registration No. 2-80896, filed
February 1, 1995, the text of which is hereby incorporated.

ITEM 27. NUMBER OF CONTRACT OWNERS

As of February 24, 1995, there were 119,979 Contract owners of non-qualified
Contracts offered by the Registrant.

C-4
<PAGE>

ITEM 28. INDEMNIFICATION

The Prudential Directors' and Officers' Liability and Corporation Reimbursement
Program, purchased by The Prudential from Aetna Casualty & Surety Company, CNA
Insurance Company, Lloyds of London, Great American Insurance Company, Reliance
Insurance Company, Corporate Officers & Directors Assurance Ltd., A.C.E.
Insurance Company, Ltd., XL Insurance Company, Ltd., and Zurich-American
Insurance Company, provides coverage for "Loss" (as defined in the policies)
arising from any claim or claims by reason of any actual or alleged act, error,
misstatement, misleading statement, omission, or breach of duty by persons in
the discharge of their duties solely in their capacities as directors or
officers of The Prudential, any of its subsidiaries, or certain investment
companies affiliated with The Prudential. Coverage is also provided to the
individual directors or officers for such Loss, for which they shall not be
indemnified. Loss essentially is the legal liability on claims against a
director or officer, including adjudicated damages, settlements and reasonable
and necessary legal fees and expenses incurred in defense of adjudicatory
proceedings and appeals therefrom. Loss does not include punitive or exemplary
damages or the multiplied portion of any multiplied damage award, criminal or
civil fines or penalties imposed by law, taxes or wages, or matters which are
insurable under the law pursuant to which the policies are construed.

There are a number of exclusions from coverage. Among the matters excluded are
Losses arising as the result of (1) claims brought about or contributed to by
the criminal or deliberate fraudulent acts of a director or officer, and (2)
claims arising from actual or alleged performance of, or failure to perform,
services as, or in any capacity similar to, an investment adviser, investment
banker, underwriter, broker or dealer, as those terms are defined in the
Securities Act of 1933, the Securities Exchange Act of 1934, the Investment
Advisers Act of 1940, the Investment Company Act of 1940, any rules or
regulations thereunder, or any similar federal, state or local statute, rule or
regulation.

The limit of coverage under the Program for both individual and corporate
reimbursement coverage is $150,000,000. The retention for corporate
reimbursement coverage is $10,000,000 per loss.

The relevant provisions of New Jersey law permitting or requiring
indemnification, New Jersey being the state of organization of The Prudential,
can be found in Section 14A:3-5 of the New Jersey Statutes Annotated. The text
of The Prudential's by-law 27, which relates to indemnification of officers and
directors, is incorporated by reference to Exhibit (6)(b) to this Registration
Statement.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

ITEM 29. PRINCIPAL UNDERWRITERS

(a) Pruco Securities Corporation also acts as principal underwriter for the
Pruco Life PRUvider Variable Appreciable Account, the Pruco Life Variable
Universal Account, the Pruco Life Variable Insurance Account, the Pruco Life
Variable Appreciable Account, the Pruco Life Single Premium Variable Life
Account, the Pruco Life Single Premium Variable Annuity Account, the Pruco
Life of New Jersey Variable Insurance Account, the Pruco Life of New Jersey
Variable Appreciable Account, the Pruco Life of New Jersey Single Premium
Variable Life Account, the Pruco Life of New Jersey Single Premium Variable
Annuity Account, The Prudential Variable Appreciable Account, The Prudential
Qualified Individual Variable Contract Account, Prudential's Gibraltar Fund,
and The Prudential Series Fund, Inc.

C-5
<PAGE>

(b) Incorporated by Reference to Item 29(b) of Post-Effective Amendment No. 9 to
Form N-4, Registration No. 33- 25434, filed February 27, 1995, on behalf of
The Prudential Individual Variable Contract Account. ,

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

All accounts, books or other documents required to be maintained by Section 31
(a) of the 1940 Act and the rules promulgated thereunder are maintained by the
Registrant through The Prudential Insurance Company of America, Prudential
Plaza, Newark, New Jersey 07102-3777.

ITEM 31. MANAGEMENT SERVICES

Summary of any contract not discussed in Part A or Part B of the registration
statement under which management-related services are provided to the Registrant
- --Not applicable.

ITEM 32. UNDERTAKINGS

(a) Registrant undertakes to file a post-effective amendment to this Registrant
Statement as frequently as is necessary to ensure that the audited financial
statements in the Registration Statement are never more than 16 months old
for so long as payments under the variable annuity contracts may be
accepted.

(b) Registrant undertakes to include either (1) as part of any application to
purchase a contract offered by the prospectus, a space that an applicant can
check to request a statement of additional information, or (2) a postcard or
similar written communication affixed to or included in the prospectus that
the applicant can remove to send for a statement of additional information.

(c) Registrant undertakes to deliver any statement of additional information and
any financial statements required to be made available under this Form
promptly upon written or oral request.

C-6
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that this Amendment is filed solely for one or more of the purposes
specified in Rule 485(b)(1) under the Securities Act of 1933 and that no
material event requiring disclosure in the prospectus, other than one listed in
Rule 485(b)(1), has occurred since the filing date of a Post-Effective
Amendment filed under Rule 485(a) which has become effective, and has caused
this Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized, and its seal hereunto affixed and attested, all in
the City of Newark and the State of New Jersey, on this 27th day of April, 1995.

(Seal) The Prudential Individual Variable Contract Account
(Registrant)

By: The Prudential Insurance Company of America
(Depositor)

Attest: /s/ THOMAS C. CASTANO By: /s/ ESTHER H. MILNES
----------------------------- -----------------------------
Thomas C. Castano Esther H. Milnes
Assistant Secretary Vice President

As required by the Securities Act of 1933, this Post-Effective Amendment No. 21
to the Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

Signature and Title
-------------------

/s/ * April 27, 1995
- -------------------------------------
Arthur F. Ryan
Chairman of the Board, President, and
Chief Executive Officer

/s/ *
- -------------------------------------
Garnett L. Keith, Jr.
Vice Chairman and Director

/s/ * *By: /s/ THOMAS C. CASTANO
- ------------------------------------- ------------------------
Eugene M. O'Hara Thomas C. Castano
Senior Vice President and Comptroller (Attorney-in-Fact)
and Chief Financial Officer

/s/ *
- -------------------------------------
Franklin E. Agnew
Director

/s/ *
- -------------------------------------
Frederic K. Becker
Director

/s/ *
- -------------------------------------
William W. Boeschenstein
Director

/s/ *
- -------------------------------------
Lisle C. Carter, Jr.
Director

C-7

<PAGE>

/s/ * April 27, 1995
- -------------------------------------
James G. Cullen
Director

/s/ *
- -------------------------------------
Carolyne K. Davis
Director

/s/ *
- -------------------------------------
Roger A. Enrico
Director

/s/ *
- -------------------------------------
Allan D. Gilmour
Director

/s/ * *By: /s/ THOMAS C. CASTANO
- ------------------------------------- -----------------------
William H. Gray, III Thomas C. Castano
Director (Attorney-in-Fact)

/s/ *
- -------------------------------------
Jon F. Hanson
Director

/s/ *
- -------------------------------------
Constance J. Horner
Director

/s/ *
- -------------------------------------
Allen F. Jacobson
Director

/s/ *
- -------------------------------------
Burton G. Malkiel
Director

/s/ *
- -------------------------------------
John R. Opel
Director

/s/ *
- -------------------------------------
Charles R. Sitter
Director

/s/ *
- -------------------------------------
Donald L. Staheli
Director

/s/ *
- -------------------------------------
Richard M. Thomson
Director

/s/ *
- -------------------------------------
P. Roy Vagelos, M.D.
Director

C-8

<PAGE>

/s/ * April 27, 1995
- -------------------------------------
Stanley C. Van Ness
Director

/s/ *
- -------------------------------------
Paul A. Volcker
Director

/s/ *
- -------------------------------------
Joseph H. Williams
Director
*By: /s/ THOMAS C. CASTANO
-----------------------------
Thomas C. Castano
(Attorney-in-Fact)

C-9
<PAGE>

EXHIBIT INDEX

(9) Opinion of Counsel and consent to its use as to legality of
the securities being registered. ............................. Page C-11

(10) Written consent of Deloitte & Touche, LLP, independent
auditors. .................................................... Page C-12

(13) Schedule of Performance Computations. ........................ Page C-13

(27) Financial Data Schedule. ..................................... Page C-23

C-10

Exhibit 9

April 24, 1995

The Prudential Insurance Company
of America
Prudential Plaza
Newark, New Jersey 07102-3777

Gentlemen:

In my capacity as Chief Counsel Variable Products of The Prudential Insurance
Company of America and Chief Legal Officer and Assistant Secretary of Pruco Life
Insurance Company, I have reviewed the establishment of The Prudential
Individual Variable Contract Account (the "Account") on October 12, 1982 by the
Board of Directors of The Prudential Insurance Company of America ("The
Prudential") as a separate account for assets applicable to certain variable
annuity contracts, pursuant to the provisions of Section 17B:28-7 of the Revised
Statutes of New Jersey. I am responsible for oversight of the preparation and
review of the Registration Statements on Form N-4, as amended, filed by The
Prudential with the Securities and Exchange Commission (Registration No. 2-80897
and Registration No. 33-25434) under the Securities Act of 1933 for the
registration of certain variable annuity contracts issued with respect to the
Account.

I am of the following opinion:

1. The Prudential was duly organized under the laws of New Jersey and is a
validly existing corporation.

2. The Account has been duly created and is validly existing as a separate
account pursuant to the aforesaid provisions of New Jersey law.

3. The portion of the assets held in the Account equal to the reserve and
other liabilities for variable benefits under the variable annuity
contracts is not chargeable with liabilities arising out of any other
business The Prudential may conduct.

4. The variable annuity contracts are legal and binding obligations of The
Prudential, in accordance with their terms.

In arriving at the foregoing opinion, I have made such examination of law and
examined such records and other documents as I judged to be necessary or
appropriate.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.

Very truly yours,

Clifford E. Kirsch

C-11

Exhibit 10

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Post-Effective Amendment No. 21 to Registration
Statement No. 2-80897 on Form N-4 of The Prudential Individual Variable Contract
Account of The Prudential Insurance Company of America of our report dated
February 10, 1995, relating to the financial statements of The Prudential
Individual Variable Contract Account, and of our report dated March 1, 1995,
except for Note 12, as to which the date is April 25, 1995, relating to the
consolidated financial statements of The Prudential Insurance Company of America
and subsidiaries appearing in the Statement of Additional Information, which is
part of such Registration Statement, and to the reference to us under the
heading "Experts", also appearing in such Statement of Additional Information.

/s/ Deloitte & Touche LLP
Parsippany, New Jersey
April 27, 1995

C-12

<PAGE>

<TABLE>

ANNUALIZED RATES OF RETURN

VIP/QVIP BOND STOCK AGGR CONS HI DIV HY NTL RES STIX GLEQ GVSC
--------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 YEAR % OF RETURN ............... -4.38% 1.56% -4.31% -2.14% 0.23% -3.88% -5.43% -0.19% -6.02% -6.29%
ERV(ENDING REDEEMABLE VALUE) ..... 956.23 1015.60 956.87 978.59 1002.32 961.25 945.69 998.10 939.82 937.05
ANNUAL ADMIN CHARGE .............. 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00
ERV LESS ADMIN CHARGE ............ 953.23 1012.60 953.87 975.59 999.32 958.25 942.69 995.10 936.82 934.05
ROR BEFORE LOAD .................. -4.68% 1.26% -4.61% -2.44% -0.07% -4.18% -5.73% -0.49% -6.32% -6.59% TABLE 2

AMT SUBJ TO LOAD IF + RETURN ..... 904.68 898.74 904.61 902.44 900.07 904.18 905.73 900.49 906.32 906.59
AMT SUBJ TO LOAD IF - RETURN ..... 857.91 911.34 858.48 878.03 899.38 862.42 848.42 895.59 843.14 840.65
AMT SUBJ TO LOAD ................. 857.91 898.74 858.48 878.03 899.38 862.42 848.42 895.59 843.14 840.65
1ST YEAR SALE CHARGE ............. 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% 7.00% 7.00%
AMT OF LOAD ...................... 60.05 62.91 60.09 61.46 62.96 60.37 59.39 62.69 59.02 58.85
ERV LESS ADMIN CHG & LOAD ........ 893.18 949.69 893.77 914.12 936.36 897.88 883.30 932.41 877.80 875.21
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
RETURN W/SALES LOAD AND ADM CHG .. -10.68% -5.03% -10.62% -8.59% -6.36% -10.21% -11.67% -6.76% -12.22% -12.48% TABLE 1

</TABLE>

<TABLE>

ANNUALIZED RATES OF RETURN

VIP/QVIP BOND STOCK AGGR CONS HI DIV HY NTL RES STIX GLEQ GVSC
--------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5 YR RATE OF RETURN ..............
YEARS IN EXISTENCE ............... 5.00 5.00 5.00 5.00 5.00 5.00 5.00 5.00 5.00 5.00
'89(OR INCEPT) TO '90 ROR ........ 7.03% -6.34% 0.69% 4.01% -4.88% -12.89% -6.88% -4.78% -13.95% 5.06%
'89 TO '90 ERV ................... 1070.26 936.56 1006.92 1040.09 951.22 871.08 931.18 952.16 860.53 1050.57
ANNUAL ADMIN CHARGE .............. 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00
'89 TO '90 ERV LESS ADMIN CHG .... 1067.26 933.56 1003.92 1037.09 948.22 868.08 928.18 949.16 857.53 1047.57
'90(OR INCEPT) TO '91 ROR ........ 15.05% 24.51% 23.94% 17.66% 26.00% 37.53% 8.99% 28.18% 10.07% 14.73%
'90 TO '91 ERV ................... 1227.93 1162.40 1244.28 1220.24 1194.72 1193.84 1011.62 1216.66 943.88 1201.89
ANNUAL ADMIN CHARGE .............. 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00
'90 TO '91 ERV LESS ADMIN CHG .... 1224.93 1159.40 1241.28 1217.24 1191.72 1190.84 1008.62 1213.66 940.88 1198.89
'91(OR INCEPT) TO '92 ROR ........ 5.90% 12.81% 6.32% 5.67% 8.82% 16.14% 6.03% 5.85% -4.57% 4.58%
'91 TO '92 ERV ................... 1297.24 1307.88 1319.78 1286.31 1296.81 1383.05 1069.40 1284.70 897.87 1253.85
ANNUAL ADMIN CHARGE .............. 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00
'91 TO '92 ERV LESS ADMIN CHG .... 1294.24 1304.88 1316.78 1283.31 1293.81 1380.05 1066.40 1281.70 894.87 1250.85
'92(OR INCEPT) TO '93 ROR ........ 8.83% 20.43% 14.21% 10.87% 20.84% 17.85% 23.67% 8.37% 41.45% 11.23%
'92 TO '93 ERV ................... 1408.56 1571.45 1503.93 1422.87 1563.43 1626.41 1318.84 1388.92 1265.76 1391.29
ANNUAL ADMIN CHARGE .............. 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00
'92 TO '93 ERV LESS ADMIN CHG .... 1405.56 1568.45 1500.93 1419.87 1560.43 1623.41 1315.84 1385.92 1262.76 1388.29
'93(OR INCEPT) TO '94 ROR ........ -4.38% 1.56% -4.31% -2.14% 0.23% -3.88% -5.43% -0.19% -6.02% -6.29%
'93 TO '94 ERV ................... 1344.04 1592.92 1436.19 1389.46 1564.04 1560.50 1244.37 1383.28 1186.77 1300.90
ANNUAL ADMIN CHARGE .............. 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00
'93 TO '94 ERV LESS ADMIN CHG .... 1341.04 1589.92 1433.19 1386.46 1561.04 1557.50 1241.37 1380.28 1183.77 1297.90

ANNUALIZED ROR BEFORE LOAD ....... 6.04% 9.72% 7.46% 6.75% 9.32% 9.27% 4.42% 6.66% 3.43% 5.35% TABLE 2

AMT SUBJ TO LOAD IF + RETURN ..... 865.90 841.01 856.68 861.35 843.90 844.25 875.86 861.97 881.62 870.21
AMT SUBJ TO LOAD IF - RETURN ..... 1206.94 1430.93 1289.87 1247.82 1404.94 1401.75 1117.23 1242.25 1065.39 1168.11
AMT SUBJ TO LOAD ................. 865.90 841.01 856.68 861.35 843.90 844.25 875.86 861.97 881.62 870.21
5TH (OR INCEPTION) SALE CHARGE ... 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00% 3.00%
AMT OF LOAD ...................... 25.98 25.23 25.70 25.84 25.32 25.33 26.28 25.86 26.45 26.11
ERV LESS LOAD .................... 1315.07 1564.69 1407.49 1360.62 1535.72 1532.18 1215.09 1354.42 1157.32 1271.80
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
ANN.5YR RET W/LOAD AND ADM CHG ... 5.63% 9.37% 7.08% 6.35% 8.96% 8.91% 3.97% 6.26% 2.97% 4.93% TABLE 1

C-13

</TABLE>

<PAGE>

<TABLE>

ANNUALIZED RATES OF RETURN

YEARS IN EXISTENCE ............... 11.61 11.61 11.61 11.61 6.86 7.84 6.66 7.20 5.66 5.66
INCEPT. TO '83 ROR ............... 1.63% -1.84% -0.93% 1.74% N/A N/A N/A N/A N/A N/A
INCEPT. TO '83 ERV ............... 1016.29 981.58 990.72 1017.44 N/A N/A N/A N/A N/A N/A
ANNUAL ADMIN CHARGE .............. 1.82 1.82 1.82 1.82 N/A N/A N/A N/A N/A N/A
INCEPT. TO 83 ERV LESS ADMIN CHG . 1014.47 979.76 988.89 1015.61 N/A N/A N/A N/A N/A N/A
'83 (OR INCEPT) TO '84 ROR ....... 11.86% 6.44% 6.53% 9.13% N/A N/A N/A N/A N/A N/A
'83 TO '84 ERV ................... 1134.74 1042.81 1053.42 1108.32 N/A N/A N/A N/A N/A N/A
ANNUAL ADMIN CHARGE .............. 3.00 3.00 3.00 3.00 N/A N/A N/A N/A N/A N/A
'83 TO '84 ERV LESS ADMIN CHG .... 1131.74 1039.81 1050.42 1105.32 N/A N/A N/A N/A N/A N/A
'84 TO '85 ROR ................... 17.21% 31.28% 24.42% 19.64% N/A N/A N/A N/A N/A N/A
'84 TO '85 ERV ................... 1326.56 1365.08 1306.96 1322.40 N/A N/A N/A N/A N/A N/A
ANNUAL ADMIN CHARGE .............. 3.00 3.00 3.00 3.00 N/A N/A N/A N/A N/A N/A
'84 TO '85 ERV LESS ADMIN CHG .... 1323.56 1362.08 1303.96 1319.40 N/A N/A N/A N/A N/A N/A
'85 TO '86 ROR ................... 13.09% 13.73% 14.11% 12.81% N/A N/A N/A N/A N/A N/A
'85 TO '86 ERV ................... 1496.83 1549.03 1487.90 1488.39 N/A N/A N/A N/A N/A N/A
ANNUAL ADMIN CHARGE .............. 3.00 3.00 3.00 3.00 N/A N/A N/A N/A N/A N/A
'85 TO '86 ERV LESS ADMIN CHG .... 1493.83 1546.03 1484.90 1485.39 N/A N/A N/A N/A N/A N/A
'86 (OR INCEPT) TO '87 ROR ....... -0.91% 0.45% -3.00% 0.32% N/A -5.90% N/A 7.10% N/A N/A
'86 TO '87 ERV ................... 1480.27 1552.99 1440.36 1490.21 N/A 940.96 N/A 1070.96 N/A N/A
ANNUAL ADMIN CHARGE .............. 3.00 3.00 3.00 3.00 N/A 2.52 N/A 0.60 N/A N/A
'86 TO '87 ERV LESS ADMIN CHG .... 1477.27 1549.99 1437.36 1487.21 N/A 938.44 N/A 1070.36 N/A N/A
'87 (OR INCEPT) TO '88 ROR ....... 6.91% 15.66% 11.50% 8.88% 9.87% 11.83% 3.79% 14.08% N/A N/A
'87 TO '88 ERV ................... 1579.29 1792.79 1602.61 1619.23 1098.74 1049.45 1037.92 1221.02 N/A N/A
ANNUAL ADMIN CHARGE .............. 3.00 3.00 3.00 3.00 2.58 3.00 1.98 3.00 N/A N/A
'87 TO '88 ERV LESS ADMIN CHG .... 1576.29 1789.79 1599.61 1616.23 1096.16 1046.45 1035.94 1218.02 N/A N/A
'88 (OR INCEPT) TO '89 ROR ....... 12.14% 28.20% 20.33% 15.61% 21.21% -3.20% 34.03% 29.38% 11.44% 10.79%
'88 TO '89 ERV ................... 1767.68 2294.45 1924.81 1868.45 1328.68 1012.92 1388.47 1575.88 1114.45 1107.87
ANNUAL ADMIN CHARGE .............. 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 1.98 1.98
'88 TO '89 ERV LESS ADMIN CHG .... 1764.68 2291.45 1921.81 1865.45 1325.68 1009.92 1385.47 1572.88 1112.47 1105.89
'89 (OR INCEPT) TO '90 ROR ....... 7.03% -6.34% 0.69% 4.01% -4.88% -12.89% -6.88% -4.78% -13.95% 5.06%
'89 TO '90 ERV ................... 1888.66 2146.07 1935.12 1940.24 1261.02 879.72 1290.13 1497.63 957.32 1161.81
ANNUAL ADMIN CHARGE .............. 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00
'89 TO '90 ERV LESS ADMIN CHG .... 1885.66 2143.07 1932.12 1937.24 1258.02 876.72 1287.13 1494.63 954.32 1158.81
'90 (OR INCEPT) TO '91 ROR ....... 15.05% 24.51% 23.94% 17.66% 26.00% 37.53% 8.99% 28.18% 10.07% 14.73%
'90 TO '91 ERV ................... 2169.54 2668.41 2394.71 2279.36 1585.05 1205.72 1402.83 1915.86 1050.41 1329.52
ANNUAL ADMIN CHARGE .............. 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00
'90 TO '91 ERV LESS ADMIN CHG .... 2166.54 2665.41 2391.71 2276.36 1582.05 1202.72 1399.83 1912.86 1047.41 1326.52
'91 (OR INCEPT) TO '92 ROR ....... 5.90% 12.81% 6.32% 5.67% 8.82% 16.14% 6.03% 5.85% -4.57% 4.58%
'91 TO '92 ERV ................... 2294.44 3006.75 2542.96 2405.52 1721.56 1396.84 1484.18 2024.83 999.53 1387.34
ANNUAL ADMIN CHARGE .............. 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00
'91 TO '92 ERV LESS ADMIN CHG .... 2291.44 3003.75 2539.96 2402.52 1718.56 1393.84 1481.18 2021.83 996.53 1384.34
'92 (OR INCEPT) TO '93 ROR ....... 8.83% 20.43% 14.21% 10.87% 20.84% 17.85% 23.67% 8.37% 41.45% 11.23%
'92 TO '93 ERV ................... 2493.84 3617.38 2900.95 2663.79 2076.69 1642.68 1831.80 2190.97 1409.55 1539.76
ANNUAL ADMIN CHARGE .............. 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00
'92 TO '93 ERV LESS ADMIN CHG .... 2490.84 3614.38 2897.95 2660.79 2073.69 1639.68 1828.80 2187.97 1406.55 1536.76
'93 (OR INCEPT) TO '94 ROR ....... -4.38% 1.56% -4.31% -2.14% 0.23% -3.88% -5.43% -0.19% -6.02% -6.29%
'93 TO '94 ERV ................... 2381.82 3670.78 2772.96 2603.81 2078.49 1576.14 1729.47 2183.80 1321.91 1440.03
ANNUAL ADMIN CHARGE .............. 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00
'93 TO '94 ERV LESS ADMIN CHG .... 2378.82 3667.78 2769.96 2600.81 2075.49 1573.14 1726.47 2180.80 1318.91 1437.03

ANNUALIZED ROR BEFORE LOAD ....... 7.75% 11.85% 9.18% 8.58% 11.23% 5.95% 8.54% 11.44% 5.01% 6.61% TABLE 2

AMT SUBJ TO LOAD IF + RETURN ..... 762.12 633.22 723.00 739.92 792.45 842.69 827.35 781.92 868.11 856.30
AMT SUBJ TO LOAD IF - RETURN ..... 2140.94 3301.00 2492.96 2340.73 1867.95 1415.82 1553.83 1962.72 1187.02 1293.33
AMT SUBJ TO LOAD ................. 762.12 633.22 723.00 739.92 792.45 842.69 827.35 781.92 868.11 856.30
10TH (OR INCEPTION) SALE CHARGE .. 0.00% 0.00% 0.00% 0.00% 2.00% 1.00% 2.00% 1.00% 3.00% 3.00%
AMT OF LOAD ...................... 0.00 0.00 0.00 0.00 15.85 8.43 16.55 7.82 26.04 25.69
ERV LESS LOAD .................... 2378.82 3667.78 2769.96 2600.81 2059.65 1564.71 1709.93 2172.98 1292.87 1411.34
------- ------- ------- ------- ------- ------- ------- ------- ------- -------

ANN.10 YR RET W/LOAD AND ADM CHG . 7.75% 11.85% 9.18% 8.58% 11.11% 5.88% 8.39% 11.39% 4.64% 6.27% TABLE 1

C-14

</TABLE>
<PAGE>

ANNUALIZED RATES OF RETURN

VIP/QVIP BOND STOCK AGGR CONS
--------- ------- ------- ------- -------
10 YR RATE OF RETURN

YEARS IN EXISTENCE 10.00 10.00 10.00 10.00
INCEPT. TO '83 ROR 0.00% 0.00% 0.00% 0.00%
INCEPT. TO '83 ERV 0.00 0.00 0.00 0.00
ANNUAL ADMIN CHARGE 0.00 0.00 0.00 0.00
INCEPT. TO 83 ERV LESS ADMIN CHG 0.00 0.00 0.00 0.00
'83 (OR INCEPT) TO '84 ROR 0.00% 0.00% 0.00% 0.00%
'83 TO '84 ERV 0.00 0.00 0.00 0.00
ANNUAL ADMIN CHARGE 0.00 0.00 0.00 0.00
'83 TO '84 ERV LESS ADMIN CHG 1000.00 1000.00 1000.00 1000.00
'84 TO '85 ROR 17.21% 31.28% 24.42% 19.64%
'84 TO '85 ERV 1172.14 1312.82 1244.22 1196.39
ANNUAL ADMIN CHARGE 3.00 3.00 3.00 3.00
'84 TO '85 ERV LESS ADMIN CHG 1169.14 1309.82 1241.22 1193.39
'85 TO '86 ROR 13.09% 13.73% 14.11% 12.81%
'85 TO '86 ERV 1322.19 1489.59 1416.32 1346.25
ANNUAL ADMIN CHARGE 3.00 3.00 3.00 3.00
'85 TO '86 ERV LESS ADMIN CHG 1319.19 1486.59 1413.32 1343.25
'86 (OR INCEPT) TO '87 ROR -0.91% 0.45% -3.00% 0.32%
'86 TO '87 ERV 1307.21 1493.28 1370.93 1347.60
ANNUAL ADMIN CHARGE 3.00 3.00 3.00 3.00
'86 TO '87 ERV LESS ADMIN CHG 1304.21 1490.28 1367.93 1344.60
'87 (OR INCEPT) TO '88 ROR 6.91% 15.66% 11.50% 8.88%
'87 TO '88 ERV 1394.29 1723.73 1525.19 1463.97
ANNUAL ADMIN CHARGE 3.00 3.00 3.00 3.00
'87 TO '88 ERV LESS ADMIN CHG 1391.29 1720.73 1522.19 1460.97
'88 (OR INCEPT) TO '89 ROR 12.14% 28.20% 20.33% 15.61%
'88 TO '89 ERV 1560.21 2205.91 1831.66 1688.96
ANNUAL ADMIN CHARGE 3.00 3.00 3.00 3.00
'88 TO '89 ERV LESS ADMIN CHG 1557.21 2202.91 1828.66 1685.96
'89 (OR INCEPT) TO '90 ROR 7.03% -6.34% 0.69% 4.01%
'89 TO '90 ERV 1666.62 2063.15 1841.32 1753.54
ANNUAL ADMIN CHARGE 3.00 3.00 3.00 3.00
'89 TO '90 ERV LESS ADMIN CHG 1663.62 2060.15 1838.32 1750.54
'90 (OR INCEPT) TO '91 ROR 15.05% 24.51% 23.94% 17.66%
'90 TO '91 ERV 1914.07 2565.17 2278.45 2059.70
ANNUAL ADMIN CHARGE 3.00 3.00 3.00 3.00
'90 TO '91 ERV LESS ADMIN CHG 1911.07 2562.17 2275.45 2056.70
'91 (OR INCEPT) TO '92 ROR 5.90% 12.81% 6.32% 5.67%
'91 TO '92 ERV 2023.89 2890.28 2419.34 2173.39
ANNUAL ADMIN CHARGE 3.00 3.00 3.00 3.00
'91 TO '92 ERV LESS ADMIN CHG 2020.89 2887.28 2416.34 2170.39
'92 (OR INCEPT) TO '93 ROR 8.83% 20.43% 14.21% 10.87%
'92 TO '93 ERV 2199.39 3477.12 2759.77 2406.42
ANNUAL ADMIN CHARGE 3.00 3.00 3.00 3.00
'92 TO '93 ERV LESS ADMIN CHG 2196.39 3474.12 2756.77 2403.42
'93 (OR INCEPT) TO '94 ROR -4.38% 1.56% -4.31% -2.14%
'93 TO '94 ERV 2100.26 3528.33 2637.87 2351.96
ANNUAL ADMIN CHARGE 3.00 3.00 3.00 3.00
'93 TO '94 ERV LESS ADMIN CHG 2097.26 3525.33 2634.87 2348.96

ANNUALIZED ROR BEFORE LOAD 7.69% 13.43% 10.17% 8.91% TABLE 2

AMT SUBJ TO LOAD IF + RETURN 790.27 647.47 736.51 765.10
AMT SUBJ TO LOAD IF - RETURN 1887.53 3172.80 2371.38 2114.06
AMT SUBJ TO LOAD 790.27 647.47 736.51 765.10
10TH (OR INCEPTION) SALE CHARGE 0.00% 0.00% 0.00% 0.00%
AMT OF LOAD 0.00 0.00 0.00 0.00
ERV LESS LOAD 2097.26 3525.33 2634.87 2348.96
------- ------- ------- -------

ANN. 10 YR RET W/LOAD AND ADM CHG 7.69% 13.43% 10.17% 8.91% TABLE 1

C-15

<PAGE>

TABLE 3 - CUMULATIVE TOTAL

A B C D D=(A/D)-1 E=(B/D)-1 F=(C/D)-1 G
5 YR SINCE INCP 10 YR 5 YR ROR SINCPT RO 10 YR 1 YR
-------- ---------- ------- -------- --------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>

BOND ............. 1,341.04 2,378.82 2,097.26 1,000.00 34.10% 137.88% 109.73% SEE TABLE 2
HIYLD ............ 1,557.50 1,573.14 N/A 1,000.00 55.75% 57.31% N/A SEE TABLE 2
GVSC ............. 1,297.90 1,437.03 N/A 1,000.00 29.79% 43.70% N/A SEE TABLE 2
CSTK ............. 1,589.92 3,667.78 3,525.33 1,000.00 58.99% 266.78% 252.53% SEE TABLE 2
SIND ............. 1,380.28 2,180.80 N/A 1,000.00 38.03% 118.08% N/A SEE TABLE 2
HIDV ............. 1,561.04 2,075.49 N/A 1,000.00 56.10% 107.55% N/A SEE TABLE 2
NATR ............. 1,241.37 1,726.47 N/A 1,000.00 24.14% 72.65% N/A SEE TABLE 2
GLEQ ............. 1,183.77 1,318.91 N/A 1,000.00 18.38% 31.89% N/A SEE TABLE 2
CONS ............. 1,386.46 2,600.81 2,348.96 1,000.00 38.65% 160.08% 134.90% SEE TABLE 2
AGGR ............. 1,433.19 2,769.96 2,634.87 1,000.00 43.32% 177.00% 163.49% SEE TABLE 2

</TABLE>

C-16

<PAGE>

UNIT VALUES FOR YEAR-END SINCE INCEPTION FOR THE PRU VIP/QVIP PRODUCTS

PRU VIP/QVIP BOND STOCK AGGR CONS HI DIV HY NTL RES STIX GLEQ GVSC
- ---------------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
INCEPTION DATE 23-May-83 23-May-83 23-May-83 23-May-83 19-Feb-88 27-Feb-87 02-May-88 19-Oct-87 01-May-89 01-May-89
--------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
WHOLE YEARS SINCE
INCEPTION 11 11 11 11 6 7 6 7 5 5
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INCEPTION UNIT VALUE 1.00000 1.00000 1.00000 1.00000 1.00000 1.00000 1.00000 0.80241 1.00000 1.00000

31-Dec-83 1.01629 0.98158 0.99072 1.01744 N/A N/A N/A N/A N/A N/A

31-Dec-84 1.13678 1.04475 1.05536 1.11031 N/A N/A N/A N/A N/A N/A

31-Dec-85 1.33247 1.37157 1.31311 1.32837 N/A N/A N/A N/A N/A N/A

31-Dec-86 1.50690 1.55982 1.49834 1.49851 N/A N/A N/A N/A N/A N/A

31-Dec-87 1.49322 1.56684 1.45340 1.50337 N/A 0.94096 N/A 0.85935 N/A N/A

31-Dec-88 1.59635 1.81228 1.62049 1.63683 1.09874 1.05227 1.03792 0.98031 N/A N/A

31-Dec-89 1.79017 2.32328 1.94994 1.89226 1.33181 1.01855 1.39112 1.26833 1.11445 1.10787

31-Dec-90 1.91594 2.17588 1.96344 1.96812 1.26685 0.88724 1.29539 1.20765 0.95902 1.16389

31-Dec-91 2.20438 2.70927 2.43353 2.31570 1.59617 1.22019 1.41184 1.54800 1.05559 1.33535

31-Dec-92 2.33452 3.05622 2.58742 2.44709 1.73693 1.41713 1.49691 1.63861 1.00733 1.39657

31-Dec-93 2.54072 3.68057 2.95516 2.71321 2.09889 1.67012 1.85126 1.77569 1.42483 1.55337

30-Dec-94 2.42952 3.73800 2.82770 2.65511 2.10375 1.60540 1.75071 1.77231 1.33909 1.45559

</TABLE>

C-17

<PAGE>

VIP/QVIP - MMKT SUBACCOUNT YIELD
MMKT
UNIT VALUE
Sun. 12/25/94 1.84561
Mon. 12/26/94 1.84561
Tue. 12/27/94 1.84561
Wed. 12/28/94 1.84584
Thu. 12/29/94 1.84606
Fri. 12/30/94 1.84692
Sat. 12/31/94 1.84714
-------------
YIELD 0.0771454% * (365/7) = 4.0226%

EFFECTIVE YIELD ( 1.000771454 ^(365/7))-1 = 4.1030%

STEP 1 1.84561
------------- = 0.0001845794579
$9,999

$30.00
STEP 2 ------------- = 0.082191780821918
365 x 7 days
------------------
0.575342465753425

STEP 3 = 1*2 0.000106196400462

STEP 4 = 12/31 UV 1.84714
- 12/25 UV 1.84561
------------------
0.00153

STEP 5 = 4-3 0.0014238036

STEP 6 = 5/BOP UV 0.0014238036
------------- = 0.00077145421
1.84561

STEP 7 = 6 * (365/7) 0.040226
STEP 8 = 7*100 4.02258

C-18

<PAGE>

UNIT VALUES FOR YEAR-END SINCE INCEPTION FOR THE PRU VIP/QVIP PRODUCTS

PRU VIP/QVIP BOND
------------------- ---------
INCEPTION DATE 23-May-83

WHOLE YEARS SINCE
INCEPTION 11

INCEPTION UNIT VALUE 1.00000

31-Dec-83 1.01629

31-Dec-84 1.13678

31-Dec-85 1.33247

31-Dec-86 1.50690

31-Dec-87 1.49322

31-Dec-88 1.59635

31-Dec-89 1.79017

31-Dec-90 1.91594

31-Dec-91 2.20438

31-Dec-92 2.33452

31-Dec-93 2.54072

30-Dec-94 2.42952

ANNUAL ADMIN = $30/$9999*1000

ANNUALIZED RATES OF RETURN

VIP/QVIP BOND
-------- ----
1 YEAR % OF RETURN (E37-E35)/E35
ERV(ENDING REDEEMABLE VALUE) ((E93+1)*1000)
ANNUAL ADMIN CHARGE 3
ERV LESS ADMIN CHARGE +E94-E95
ROR BEFORE LOAD (E96/1000)-1
AMT SUBJ TO LOAD IF + RETURN +E96-(E96*0.1+E96-1000)
AMT SUBJ TO LOAD IF - RETURN +E96-(E96*0.1)
AMT SUBJ TO LOAD @IF(E97>0.E99.E100)
1ST YEAR SALE CHARGE 0.07
AMT OF LOAD +E101*E102
ERV LESS ADMIN CHG & LOAD +E96-E103
------------------------------- -------------
RETURN W/SALES LOAD AND ADM CHG (E104/1000)-1

C-19

<PAGE>

ANNUALIZED RATES OF RETURN

VIP/QVIP BOND
-------- ----

5 YR RATE OF RETURN

YEARS IN EXISTENCE 5
'89(OR INCEPT) TO '90 ROR (E29-E27)/E27
'89 TO '90 ERV ((E118+1)*1000)
ANNUAL ADMIN CHARGE +$E$95
'89 TO '90 ERV LESS ADMIN CHG +E119-E120
'90(OR INCEPT) TO '91 ROR (E31-E29)/E29
'90 TO '91 ERV ((E122+1)*E121)
ANNUAL ADMIN CHARGE +$E$95
'90 TO '91 ERV LESS ADMIN CHG +E123-E124
'91(OR INCEPT) TO '92 ROR (E33-E31)/E31
'91 TO '92 ERV ((E126+1)*E125)
ANNUAL ADMIN CHARGE +$E$95
'91 TO '92 ERV LESS ADMIN CHG +E127-E128
'92(OR INCEPT) TO '93 ROR (E35-E33)/E33
'92 TO '93 ERV ((E130+1)*E129)
ANNUAL ADMIN CHARGE +$E$95
'92 TO '93 ERV LESS ADMIN CHG +E131-E132
'93(OR INCEPT) TO '94 ROR (E37-E35)/E35
'93 TO '94 ERV ((E134+1)*E133)
ANNUAL ADMIN CHARGE +$E$95
'93 TO '94 ERV LESS ADMIN CHG +E135-E136

ANNUALIZED ROR BEFORE LOAD (E137/1000)^(1/E117)-1

AMT SUBJ TO LOAD IF + RETURN +E137-(E137*0.1+E137-1)
AMT SUBJ TO LOAD IF - RETURN +E137-(E137*0.1)
AMT SUBJ TO LOAD @IF(E137>0.E142.E143)
5TH (OR INCEPTION) SALE CHARGE 0.03
AMT OF LOAD +E144*E145
ERV LESS LOAD +E137-E146
------------------------------ ----------------------
ANN.5 YR RET W/LOAD AND ADM CHG (E147/1000)^(1/E117)-1

ANNUALIZED RATES OF RETURN

VIP/QVIP BOND
-------- ----

10 YR RATE OF RETURN

YEARS IN EXISTENCE @SUM($8$37-E7)/365.25
INCEPT. TO '83 ROR (E15-E13)/E13
INCEPT. TO '83 ERV ((E160+1)*1000)
ANNUAL ADMIN CHARGE @SUM($8$15-E7)/365.25
INCEPT. TO '83 ERV LESS ADMIN CHG +E161-E162
'83 (OR INCEPT) TO '84 ROR (E17-E15)/E15
'83 TO '84 ERV ((E164+1)*E163)
ANNUAL ADMIN CHARGE +$E$95
'83 TO '84 ERV LESS ADMIN CHG +E165-E166
'84 TO '85 ROR (E19-E17)/E17
'84 TO '85 ERV ((E168+1)*E167)
ANNUAL ADMIN CHARGE +$E$95
'84 TO '85 ERV LESS ADMIN CHG +E169-E170
'85 TO '86 ROR (E21-E19)/E19
'85 TO '86 ERV ((E172+1)*E171)
ANNUAL ADMIN CHARGE +$E$95
'85 TO '86 ERV LESS ADMIN CHG +E173-E174
'86(OR INCEPT) TO '87 ROR (E23-E21)/E21
'86 TO '87 ERV ((E176+1)*E175)
ANNUAL ADMIN CHARGE +$E$95
'86 TO '87 ERV LESS ADMIN CHG +E177-E178
'87(OR INCEPT) TO '88 ROR (E25-E23)/E23
'87 TO '88 ERV ((E180+1)*E179)
ANNUAL ADMIN CHARGE +$E$95
'87 TO '88 ERV LESS ADMIN CHG +E181-E182
'88(OR INCEPT) TO '89 ROR (E27-E25)/E25
'88 TO '89 ERV ((E184+1)*E183)
ANNUAL ADMIN CHARGE +$E$95
'88 TO '89 ERV LESS ADMIN CHG +E185-E186
'89(OR INCEPT) TO '90 ROR (E29-E27)/E27
'89 TO '90 ERV ((E188+1)*E187)
ANNUAL ADMIN CHARGE +$E$95
'89 TO '90 ERV LESS ADMIN CHG +E189-E190
'90(OR INCEPT) TO '91 ROR (E31-E29)/E29
'90 TO '91 ERV ((E192+1)*E191)
ANNUAL ADMIN CHARGE +$E$95
'90 TO '91 ERV LESS ADMIN CHG +E193-E194
'91(OR INCEPT) TO '92 ROR (E33-E31)/E31
'91 TO '92 ERV ((E196+1)*E195)
ANNUAL ADMIN CHARGE +$E$95
'91 TO '92 ERV LESS ADMIN CHG +E197-E196
'92(OR INCEPT) TO '93 ROR (E35-E33)/E33
'92 TO '93 ERV ((E200+1)*E199)
ANNUAL ADMIN CHARGE +$E$95
'92 TO '93 ERV LESS ADMIN CHG +E201-E202
'93(OR INCEPT) TO '94 ROR (E37-E35)/E35
'93 TO '94 ERV ((E204+1)*E203)
ANNUAL ADMIN CHARGE +$E$95
'93 TO '94 ERV LESS ADMIN CHG +E205-E206

ANNUALIZED ROR BEFORE LOAD (E207/1000)^(1/E159)-1

AMT SUBJ TO LOAD IF + RETURN +E207-(E207*0.1+E207-1)
AMT SUBJ TO LOAD IF - RETURN +E207-(E207*0.1)
AMT SUBJ TO LOAD @IF(E207>0.E213.E214)
10TH (OR INCEPTION) SALE CHARGE 0
AMT OF LOAD +E215*E216
ERV LESS LOAD +E207-E217
------------------------------- ----------------------
ANN.10 YR RET W/LOAD AND ADM CHG (E218/1000)^(1/E159)-1

C-20

<PAGE>

UNIT VALUES FOR YEAR-END SINCE INCEPTION FOR THE PRU VIP/QVIP PRODUCTS

PRU VIP/QVIP BOND
-------------- ----
INCEPTION DATE 23-May-83

WHOLE YEARS SINCE
INCEPTION 11

INCEPTION UNIT VALUE 1.00000

31-Dec-83 1.01629

31-Dec-84 1.13678

31-Dec-85 1.33247

31-Dec-86 1.50690

31-Dec-87 1.49322

31-Dec-88 1.59635

31-Dec-89 1.79017

31-Dec-90 1.91594

31-Dec-91 2.20438

31-Dec-92 2.33452

31-Dec-93 2.54072

30-Dec-94 2.42952

C-21

<PAGE>

ANNUALIZED RATES OF RETURN

VIP/QVIP BOND
-------- ----

10 YR RATE OF RETURN

YEARS IN EXISTENCE 10

INCEPT. TO '83 ROR 0
INCEPT. TO '83 ERV 0
ANNUAL ADMIN CHARGE 0
INCEPT. TO 83 ERV LESS ADMIN CHG 0
'83 (OR INCEPT) TO '84 ROR 0
'83 TO '84 ERV 0
ANNUAL ADMIN CHARGE 0
'83 TO '84 ERV LESS ADMIN CHG 1000
'84 TO '85 ROR (E19-E17)/E17
'84 TO '85 ERV ((E255+1)*E254)
ANNUAL ADMIN CHARGE +$E$95
'84 TO '85 ERV LESS ADMIN CHG +E256-E257
'85 TO '86 ROR (E21-E19)/E19
'85 TO '86 ERV ((E259+1)*E258)
ANNUAL ADMIN CHARGE +$E$95
'85 TO '86 ERV LESS ADMIN CHG +E260-E261
'86(OR INCEPT) TO '87 ROR (E23-E21)/E21
'86 TO '87 ERV ((E263+1)*E262)
ANNUAL ADMIN CHARGE +$E$95
'86 TO '87 ERV LESS ADMIN CHG +E264-E265
'87(OR INCEPT) TO '88 ROR (E25-E23)/E23
'87 TO '88 ERV ((E267+1)*E266)
ANNUAL ADMIN CHARGE +$E$95
'87 TO '88 ERV LESS ADMIN CHG +E268-E269
'88(OR INCEPT) TO '89 ROR (E27-E25)/E25
'88 TO '89 ERV ((E271+1)*E270)
ANNUAL ADMIN CHARGE +$E$95
'88 TO '89 ERV LESS ADMIN CHG +E272-E273
'89(OR INCEPT) TO '90 ROR (E29-E27)/E27
'89 TO '90 ERV ((E275+1)*E274)
ANNUAL ADMIN CHARGE +$E$95
'89 TO '90 ERV LESS ADMIN CHG +E276-E277
'90(OR INCEPT) TO '91 ROR (E31-E29)/E29
'90 TO '91 ERV ((E279+1)*E278)
ANNUAL ADMIN CHARGE +$E$95
'90 TO '91 ERV LESS ADMIN CHG +E280-E281
'91(OR INCEPT) TO '92 ROR (E33-E31)/E31
'91 TO '92 ERV ((E283+1)*E282)
ANNUAL ADMIN CHARGE +$E$95
'91 TO '92 ERV LESS ADMIN CHG +E284-E285
'92(OR INCEPT) TO '93 ROR (E35-E33)/E33
'92 TO '93 ERV ((E287+1)*E286)
ANNUAL ADMIN CHARGE +$E$95
'92 TO '93 ERV LESS ADMIN CHG +E288-E289
'93(OR INCEPT) TO '94 ROR (E37-E35)/E35
'93 TO '94 ERV ((E291+1)*E290)
ANNUAL ADMIN CHARGE +$E$95
'93 TO '94 ERV LESS ADMIN CHG +E292-E293

ANNUALIZED ROR BEFORE LOAD (E294/1000)^(1/E246)-1

AMT SUBJ TO LOAD IF + RETURN +E294-(E294*0.1+E294-1)
AMT SUBJ TO LOAD IF - RETURN +E294-(E294*0.1)
AMT SUBJ TO LOAD @IF(E294>0,E300,E301)
10TH (OR INCEPTION) SALE CHARGE 0
AMT OF LOAD +E302*E303
ERV LESS LOAD +E294-E304
------------------------------- ----------------------

ANN.10YR RET W/LOAD AND ADM CHG (E305/1000)^(1/E246)-1

C-22

<ARTICLE> 6

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