DISCOVERY(R) PLUS
August 31, 1999
SUPPLEMENT
To the May 1, 1999 Prospectus for
The Discovery(R) Plus Variable Annuity Contract
Offered by The Prudential Insurance Company of America
The following replaces the section titled "MUTUAL FUND OFFER" on page 24 of the
prospectus:
MUTUAL FUND OFFER. We may permit the Contract owners under certain
qualified plans to exchange their Contracts for shares of certain mutual
funds managed by Prudential Funds Investment Management LLC, a wholly-owned
subsidiary of Prudential. We will not charge any fee at the time of the
exchange. We will waive the following charges that might otherwise be
applicable to a withdrawal or surrender of the Contract: the sales charge
on withdrawal, the recapture of additional amounts, and the annual
administrative charge. In addition, the mutual funds will waive any sales
charge that would usually be imposed on the purchase or sale of the mutual
fund shares. If the qualified plan has $1 million or more invested in one
or more Contracts, the plan will generally be eligible for Class A shares
of the mutual funds. If the qualified plan has less than $1 million
invested in one or more Contracts, the plan may be eligible for Class C
shares of the mutual funds if certain eligibility requirements are met. The
plan sponsor, not the participants, may be required to agree to make a
payment approximating the Contract's sales charge if the plan terminates
its recordkeeping with Prudential and/or makes certain withdrawals from the
funds while the Contract's sales charge would have been in effect. Before
deciding to make any exchanges, you should carefully read the prospectus
for the mutual funds you are considering. The mutual funds are not variable
annuity contracts like the Contracts, and therefore any investment in the
mutual funds does not come with the same features as the Contracts, such as
the death benefit and the right to effect an annuity.
