U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 24f-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
The Prudential Insurance Company of America
The Prudential Individual Variable Contract Account
Prudential Plaza
Newark, New Jersey 07101
2. Name of each series or class of funds for which this notice is filed:
N/A
3. Investment Company Act File Number:
811-3622
Securities Act File Number:
33-25434
4. Last Day of fiscal year for which this noticed is filed:
December 31, 1996
5.Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after
the close of the fiscal year but before termination of the issuer's 24f-2
declaration: [ ]
6.Date of Termination of issuer's declaration under rule 24f-2(a)(1), If
applicable (see instruction a.6):
N/A
7.Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to
Rule 24f-2 in a prior fiscal year, but which remained unsold at the beginning
of the fiscal year:
-0-
8.Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2.
- 0 -
9.Number and aggregate sale price of securities sold during the fiscal year:
Sale price $352,359,000
Number of shares 23,419,302
10.Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Sale Price $352,359,000
Number of shares 23,419,302
11.Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable.
-0-
12. Calculation of registration fee:
(I) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2 (from Item 10).
$352,359,000
(II) Aggregate price of shares issued in connection with the dividend
reinvestment plans (from Item 11, If applicable):
-0-
(III) Aggregate price of shares redeemed or repurchased during the fiscal
year (if applicable):
$214,450,000
(IV) Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to rule 24e-2 (If applicable):
-0-
(V)Net aggregate price of securities sold and issued during the fiscal year
in reliance in rule 24f-2 line (I) plus line (ii) less line (iii) plus line
(iv) (If applicable):
$137,909,000
(VI)Multiplier prescribed by Section 6(b) of the Securities Act of 1933 or
other applicable law or regulation (see instruction c.6):
1/3300
(VII) Fee due line (I) or line (v) multiplied by line (VI):
$41,790.61
Instructions: Issuers should complete lines (ii), (iii), (iv), and (v) only
if the form is being filed within 60 days after the close of the issuer's
fiscal year. See instruction c.3.
13.Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of informal
and other Procedures (17 CFR 202.3a).
[ X ]
Dates of mailing or wire of filing fees to Commission's lockbox depository:
02/25/97
Signatures
This report has been signed below by the following persons on behalf of the
issuer and in the capacities on the dates indicated.
By: ___/S/ Linda Dougherty___
Linda Dougherty
Vice President & Comptroller
Date: __02/27/97_______
SHEA & GARDNER
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036
(202) 828-2000
February 25, 1997
The Prudential Insurance Company of America
The Prudential Individual
Variable Contract Account
Prudential Plaza
Newark, New Jersey 07101
Re: Registration No. 33-25434
Ladies and Gentlemen:
We have served as counsel to The Prudential Insurance Company of America
(the "Company") and to The Prudential Individual Variable Contract Account
(the "Account") in connection with the registration with the Securities and
Exchange Commission of an indefinite number of securities (specifically
variable annuity contracts) pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended. The Company and the Account are preparing
to file a Rule 24f-2 Notice with the Commission pursuant to which the regis-
tration of $352,359,000 worth of such securities issued during the year
ended December 31, 1996 is made definite.
Based on our examination of the relevant documents contained in the
Account's registration statement, and assuming that the variable annuity
contracts were issued in accordance with the terms described in that
registration statement, that the Account received payment for the contracts,
and that the appropriate action was taken to qualify the sale of the
variable annuity contracts under applicable state laws, we are of the opinion
that the variable annuity contracts are valid, legal and binding obligations
of the Account in accordance with their terms and are nonassessable.
We consent to the filing of this opinion, in connection with the
Rule 24f-2 Notice, with the Securities and Exchange Commission.
Very truly yours,
SHEA & GARDNER
By: _/S/ Christopher E. Palmer
Christopher E. Palmer
CEP:mlp
