PRUDENTIAL QUALIFIED INDIVIDUAL VARIABLE CONTRACT ACCOUNT/NJ, 485APOS, 1995-02-28

PRUDENTIAL QUALIFIED INDIVIDUAL VARIABLE CONTRACT ACCOUNT/NJ
485APOS, 1995-02-28

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As filed with the SEC on _________________. Registration No. 2-81318

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

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)

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

THE PRUDENTIAL QUALIFIED 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)

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

John P. Gualtieri, Jr.
Second Vice President
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

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

Individual Variable Annuity Contract--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 will be filed on
or about 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

[ ] on ______________ pursuant to paragraph (b) of Rule 485
(date)

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

[x] on May 1, 1995 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
Qualified Individual Variable Contract Account, and The
Prudential Series Fund, Inc.; The Fixed Rate Option

6. Deductions and Expenses ....................... Brief Description of the Contract; Charges, Fees and
Deductions; Differences Under the WVQ-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; Retirement Arrangements Using the Contracts;
Differences Under the WVQ-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 WVQ-83 Contract Part B:
Item 22, Determination of Subaccount Unit Values and of
the Amount of Monthly Variable Annuity Payments

9. Death Benefit ................................. Death Benefit; Effecting an Annuity; Retirement
Arrangements Using the Contracts; Differences Under the
WVQ-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 Owner's Contract Fund

11. Redemptions ................................... Brief Description of the Contract; Short-Term Cancellation
Right or "Free Look"; Withdrawals; Charges, Fees and
Deductions; Differences Under the WVQ-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>

<PAGE>

<TABLE>
<CAPTION>
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

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

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

23. Financial Statements .......................... Financial Statements of The Prudential
Qualified 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 QUALIFIED INDIVIDUAL VARIABLE CONTRACT ACCOUNT

This prospectus describes Individual Variable Annuity Contracts (the "Contract")
issued by The Prudential Insurance Company of America ("The Prudential"). The
Contracts are designed for use in connection with retirement arrangements that
qualify for federal tax benefits under Sections 401, 403(a), 403(b), 408 or 457
of the Internal Revenue Code.

Purchase payments made through payroll deductions or similar arrangements with
an employer must be at least $300 during any 12-month period. Any other purchase
payment must be at least $50 ($100 or $300 under a certain form of the
Contract). Your accumulated purchase payments will be allocated as you direct in
one or both of two ways: 1) in one or more of thirteen subaccounts of The
Prudential Qualified Individual Variable Contract Account (the "Account"); and
2) under a fixed-rate 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. This prospectus describes the Contract generally and The Prudential
Qualified 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 27 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.

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.
QVIP-1 Ed 5-95, Catalog #64696C4

<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 QUALIFIED INDIVIDUAL VARIABLE
CONTRACT ACCOUNT, AND THE PRUDENTIAL
SERIES FUND, INC ...................................................... 11
The Prudential Insurance Company of America ........................... 11
The Prudential Qualified Individual Variable Contract Account ......... 11
The Prudential Series Fund, Inc ....................................... 11

DETAILED INFORMATION ABOUT THE CONTRACT ................................... 12
Requirements for Issuance of a Contract ............................... 12
Short-Term Cancellation Right or "Free Look" .......................... 12
Allocation of Purchase Payments ....................................... 12
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 .................................... 17
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 on The Prudential ................................................... 19
Retirement Arrangements Using the Contract ................................ 19

Plans For Self-Employed Individuals ....................................... 20
IRAs ...................................................................... 20
Simplified Employee Pension Plans ("SEPs") ................................ 20
Section 403(b) Annuities .................................................. 21
Eligible Deferred Compensation Plans of State or Local Governments
and Tax Exempt Organizations ............................................ 21
Minimum Distribution Option ............................................... 21
Penalty For Early Withdrawals ............................................. 22
ERISA Disclosure .......................................................... 22

EFFECTING AN ANNUITY ...................................................... 22
Annuity Options Under the VIP-86 Contract ................................. 23
Annuity Options Under the WVQ-83 and QVIP-84 Contracts .................... 23

OTHER INFORMATION ......................................................... 24
Voting Rights ............................................................. 24
Sale of the Contract and Sales Commissions ................................ 25
Ownership of the Contract ................................................. 25
Performance Information ................................................... 25
Reports to Contract Owners ................................................ 26
Substitution of Series Fund Shares ........................................ 26
Differences Under the WVQ-83 Contract ..................................... 26
State Regulation .......................................................... 27
Litigation ................................................................ 27
Additional Information .................................................... 27

DIRECTORS AND OFFICERS .................................................... 28

<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) and the
fixed-rate option (defined below).

Contract owner--The person who purchases a Qualified 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 subaccounts, 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
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 the 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 Qualified 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.

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.

1
<PAGE>

BRIEF DESCRIPTION OF THE CONTRACT

The Prudential Qualified Individual Variable Annuity Contract. The Prudential
Qualified Individual Variable Annuity Contract (the "Contract") is designed for
use in connection with various retirement arrangements entitled to federal
income tax benefits (qualified plans). These are (a) individual retirement
accounts ("IRAs") subject to Section 408 of the Internal Revenue Code (the
"Code"), (b) tax-deferred annuities ("TDA") subject to Section 403(b) of the
Code, for use by employees of public schools and certain tax-exempt
organizations, (c) eligible deferred compensation plans subject to Section 457
of the Code, and (d) pension and profit-sharing plans qualified under Sections
401(a) and 403(a) of the Code, including those established by self-employed
individuals for themselves and their employees. The Contracts provide a way of
accumulating your savings and investing them in one or more securities
portfolios with different investment objectives, and then using them to
supplement your monthly income after you retire. (The words "you" and "your" as
used in this prospectus refer to the owner of the Contract. See Ownership of the
Contract, page 25. The word "we" refers to The Prudential Insurance Company of
America ("The Prudential").)

This prospectus describes three forms of the Contract. One form, which was first
offered in 1983, is called the WVQ-83 Contract (persons holding this Contract
can identify it by the WVQ-83 designation which appears in the lower left corner
of the Contract cover page). A second form, which is a revised edition of the
WVQ-83 Contract, is called the QVIP-84 Contract (persons holding this Contract
can identify it by the QVIP-84 designation which appears in the lower left
corner of the Contract cover page). The third form, which is a revised edition
of the QVIP-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, WVQ-83, and the later two forms are somewhat
extensive, a special section, Differences Under The WVQ-83 Contract, is included
on page 26, 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. Purchase payments made through payroll
deduction or similar arrangements with an employer must be at a rate of at least
$300 during any 12-month period. Any other purchase payment must be at least
$50. (For VIP-86 Contracts issued prior to May 1, 1991, other purchase payments
must be at least $100; For VIP-86 Contracts issued on or after May 1, 1991,
other purchase payments must be at least $300.) See Requirements for Issuance of
a Contract, page 12.

Purchase payments are held in one or more subaccounts of The Prudential
Qualified Individual Variable Contract Account (the "Account") as you direct.
You may also 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. 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 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

<PAGE>

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 or divide it among any of
the thirteen and the fixed-rate option. You may transfer funds from one
subaccount to another and to the fixed-rate option. There are limitations upon
transfers from the fixed-rate option to the subaccounts. (See Transfers, page
13.) The amount credited to you in a subaccount will initially be equal to that
part of your purchase payment that you choose to invest in the subaccount.
Thereafter the value of your holdings in the subaccount, 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 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
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 17.

Unless restricted by the retirement arrangement in connection with which you
have purchased a Contract, you may withdraw all or part of your money at any
time. See Withdrawals, page 14. Federal tax law imposes additional withdrawal
restrictions on tax-deferred annuity contracts subject to Section 403(b) of the
Code. See Withdrawals, page 14, and Section 403(b) Annuities, page 21. The
amount you request will be deducted from your Contract fund. If your Contract
remains in effect until you retire or until you reach the age of 59 1/2 under
certain retirement plans, 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 lives or for some other period you select. Other than an annuity
selected under the Supplemental Life Annuity Option, WVQ-83 and QVIP-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, and federal income taxes may be imposed upon
a withdrawal. The sales charge will be higher with respect to withdrawal of a
purchase payment if it is withdrawn in early years, soon after the purchase
payment was made. See Sales Charges on Withdrawals, page 16, FEDERAL TAX STATUS,
page 19, and EFFECTING AN ANNUITY, page 22.

Charges under the Contracts. The charges made by The Prudential are intended to
compensate it for paying the 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 subaccount). 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.

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 premium tax) is allocated to
the subaccount designated by you or to the fixed-rate option if so directed. 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 the amount of each purchase payment withdrawn during the same
Contract year that it was made. Thereafter the charge decreases by 1% per
Contract year. See Sales Charges on Withdrawals, page 16. Purchase payments
withdrawn 8 or more Contract years after they were made are subject to no sales
charge at all.

3
<PAGE>

Withdrawals may be subject to tax consequences under the Code. See Withdrawals,
page 14 and FEDERAL TAX STATUS, page 19.

On any Contract subject to a premium tax, 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 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 or to the fixed-rated 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.

WVQ-83 Contract owners and QVIP-84 Contract owners may convert their Contract
fund into either a variable (if available) or fixed dollar annuity. 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
any partial transfers, 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 transfer effective date, 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 12.

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 Percentage
Contract Years After Payment 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%
=====

The Prudential Series Fund, Inc. Annual Expenses
(as a percentage of portfolio average net assets)

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....................... .XX% .XX% .XX% .XX% .XX% .XX%
---- ---- ---- ---- ---- ----
Total Series Fund Annual Expenses.... .XX% .XX% .XX% .XX% .XX% .XX%
==== ==== ==== ==== ==== ====
<CAPTION>
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....................... .XX% .XX% .XX% .XX% .XX% .XX% .XX%
---- ---- ---- ---- ---- ---- ----

Total Series Fund Annual Expenses.... .XX% .XX% .XX% .XX% .XX% X.XX% .XX%
==== ==== ==== ==== ==== ===== ====

</TABLE>
5

<PAGE>

The purpose of the foregoing tables is to assist the Contract owners in
understanding the expenses of The Prudential Qualified 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 state premium taxes.

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.

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 investment;

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 imposition of the $30 annual administrative has been
reflected. The amount of the Annual Administrative Charge in this example is
calculated in a manner prescribed by the Securities and Exchange Commission.

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.XX management fee + 0.XX expense) 1.XX%
Annual Administrative Charge 1.86
Total Contract Expenses ($1,035.25 x 1.XX%) + $1.86 XX.XX

</TABLE>

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

Net Contract fund ($1,060.50 - $XX.XX) $ 1,XXX.XX
10% Charge-free withdrawal XXX.XX
Initial investment 1,000.00*
Amount subject to surrender charge ($1,000 - $XXX.XX) XXX.XX
Surrender charge @ 8% XX.XX
Plus Total Contract Expenses (as calculated above) XX.XX
----------
TOTAL CHARGES $ XX.XX

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

<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 .................. $ XX $XXX $XXX $XXX
Bond Portfolio .......................... $ XX $XXX $XXX $XXX
Government Securities Portfolio ......... $ XX $XXX $XXX $XXX
Conservatively Managed Flexible Portfolio $ XX $XXX $XXX $XXX
Aggressively Managed Flexible Portfolio . $ XX $XXX $XXX $XXX
High Yield Bond Portfolio ............... $ XX $XXX $XXX $XXX
Stock Index Portfolio ................... $ XX $XXX $XXX $XXX
High Dividend Stock Portfolio ........... $ XX $XXX $XXX $XXX
Common Stock Portfolio .................. $ XX $XXX $XXX $XXX
Growth Stock Portfolio .................. $ XX $XXX $XXX $XXX
Small Capitalization Stock Portfolio .... $ XX $XXX $XXX $XXX
Global Equity Portfolio ................. $ XX $XXX $XXX $XXX
Natural Resources Portfolio ............. $ XX $XXX $XXX $XXX

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 $XX 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:

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, $XXX at the end of 10 years
equals $XX.XX per year, or approximately X.X% of $1,000.

<PAGE>

ACCUMULATION UNIT VALUES

Hard copy to be inserted here.

To be filed pursuant to Rule 485(b)

<PAGE>

GENERAL INFORMATION ABOUT THE PRUDENTIAL, THE PRUDENTIAL
QUALIFIED INDIVIDUAL VARIABLE CONTRACT ACCOUNT, AND THE
PRUDENTIAL SERIES FUND, INC.

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 had over $XXX billion of total consolidated assets at the end of
1994. 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 Qualified Individual Variable Contract Account. The Prudential
Qualified 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 corporation 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>

Annual Investment Management Fee as
Portfolio a Percentage of Average Daily Net Assets
- --------- ----------------------------------------
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%
-----

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.

DETAILED INFORMATION ABOUT THE CONTRACT

Requirements for Issuance of a Contract. The Contract requires purchase payments
made, through payroll deduction or similar arrangements with an employer, at a
rate of at least $300 during any 12-month period. Any other purchase payment
must be at least $50 ($100 under VIP-86 Contracts issued prior to May 1, 1991,
$300 under such Contracts issued on and after May 1, 1991). The Contract may
generally be issued on proposed annuitants below the age of 69. 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. 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 or after
the annuitants's 69th birthday, but reserves the right to do so.

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 and between the Account and the
fixed-rate option by specifying the desired allocation

12
<PAGE>

on the application form for a Contract. You may change subsequent purchase
payment allocations by providing us with 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. 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 Account and 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 state or local premium taxes. 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 17.

Transfers. You may transfer the portions of your Contract fund allocated to any
subaccount to any of the other subaccounts or to the fixed-rate option without
charge. Transfers must be in amounts of $300 or more, or the total amount in the
subaccount, if less than $300, 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 transfer
effective date, 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 subaccounts 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

<PAGE>

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.

Withdrawals. Unless restricted by the retirement arrangement under which you are
covered, you may at any time withdraw all or part of your investment in the
Contract fund. Partial withdrawals from a subaccount or the fixed-rate option,
however, must be made in amounts of $300 or more and cannot reduce the value of
your interest remaining in such subaccount or the fixed-rate option to less than
$300. If a withdrawal results in less than $300 remaining, the entire value of
the subaccount or the fixed-rate option must be withdrawn. In addition, there
are certain restrictions on the withdrawal of salary reduction contributions and
earnings invested in annuity contracts subject to Section 403(b) of the Internal
Revenue Code. Under such contracts, withdrawals may be made prior to attaining
age 59 1/2 in the event of severance of employment, death, total and permanent
disability and, in limited circumstances, hardship (See Section 403(b)
Annuities, page 21). Amounts held under TDA contracts as of December 31, 1988
are exempt from these restrictions. The withdrawal restrictions do not apply to
transfers among the available investment options and do not apply to the direct
transfer of all or part of your interest in the Contract to a Section 403(b)
tax-deferred annuity contract of another insurance company or to a mutual fund
custodial account under Section 403(b)(7). 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).

A withdrawal will generally have federal income tax consequences, which could
include tax penalties. You should check the terms of your retirement plan and
consult with a tax advisor before making a withdrawal. See FEDERAL TAX STATUS,
page 19.

Under certain types of retirement arrangements, the Retirement Equity Act of
1984 provides that, in the case of a married Participant, a withdrawal request
must include the consent of the Participant's spouse. This consent must contain
the Participant's signature and the notarized or properly witnessed signature of
the Participant's spouse. These spousal consent requirements were effective
beginning January 1, 1985 and apply to married Participants in most qualified
pension plans, including plans for self-employed individuals, and those Section
403(b) annuities which are considered employee pension benefit plans under the
Employee Retirement Income Security Act of 1974 (ERISA).

Death Benefit. If the annuitant should die before he or she has begun to receive
annuity payments, 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.
Unless the retirement arrangement that covered you provides otherwise, 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. If the death benefit is payable as a result of
your coverage under a qualified retirement plan, IRA, SEP or tax-deferred
annuity, your entire death benefit must be distributed within 5 years after your
date of death. However, if an annuity payment option is elected, and if annuity
payments begin within one year of your death, the death benefits may be
distributed over the beneficiary's life expectancy. If your spouse is your
beneficiary, annuity payments need only begin on or before April 1 of the
calendar year following the calendar year in which you would have attained age
70 1/2 or in some instances, the remaining interest in the Contract may be
rolled over to an IRA owned by your spouse. With respect to Contracts issued in
connection with IRAs, if your spouse is the designated beneficiary, the Contract
may continue with your spouse treated as the employee. If you die after you have
begun to receive annuity payments as a result of your coverage under a qualified
retirement plan, IRA, SEP or tax-deferred annuity, but before your entire
interest in the Contract is distributed, the remaining portion of your interest
in the Contract must be distributed at least as rapidly under the method of
distribution being used as of your date of death. Special additional rules apply
to Contracts used in conjunction with plans subject to Section 457 of the Code.
If the beneficiary fails to make any election within any time limit prescribed
by or for the retirement arrangements that covered the Contract owner, The
Prudential will make a one-sum cash payment to the beneficiary, after deduction
of the annual account charge then due.

14
<PAGE>

Subject to the spousal consent rules discussed in the following paragraph,
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 WVQ-83 Contract, the minimum amount payable to the
beneficiary is determined in a different manner. See item 2 under Differences
Under the WVQ-83 Contract, page 26.) 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 22.

Under certain types of retirement arrangements, the Retirement Equity Act of
1984 provides that in the case of a married Participant, a pre-retirement
survivor annuity be paid to the Participant's spouse if the Participant dies
prior to his or her retirement under the plan. Generally, a Participant may
waive this coverage with his or her spouse's consent on or after attaining age
35 or upon termination of employment, if earlier. This consent must contain the
signatures of the Participant and spouse and must be notarized or witnessed by
an authorized plan representative. Unless such consent is obtained, the law
requires that at least 50% of the Participant's account balance as of his or her
date of death be used to purchase a life annuity form of payment for the
Participant's spouse even if the designated beneficiary is someone other than
the spouse. These spousal consent requirements were generally effective
beginning January 1, 1985 and apply to married vested Participants in most
qualified pension plans, including plans for self-employed individuals, and
those Section 403(b) annuities which are considered employee pension benefit
plans under ERISA.

Valuation of Contract Owner's Contract Fund. The value of your Contract fund is
the sum of your interests in your Variable Account and in the fixed-rate option.
The value of your Variable Account is the sum of your separate interests in each
subaccount in which you have invested. 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.

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
subaccount or to one or more subaccounts and to the fixed-rate option, the
charge will be divided on a pro rata basis, according to the value held in each
subaccount 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. 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. On any Contract

15
<PAGE>

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.

A deduction for any such tax imposed on purchase payments will not be made,
however, except to the extent that the premium tax 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 will be treated for the purpose of determining sales charge as a
withdrawal of investment income, until you have withdrawn an amount equal to
your investment income. There is no sales charge on withdrawals 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 that date. (Under the WVQ-83 Contract, purchase payments, rather
than investment income, are deemed removed first under a withdrawal. Generally,
sales charges on withdrawals under the QVIP-84 Contract and the VIP-86 Contract
as described in this section will be less than under the WVQ-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 QVIP-84 Contract and the VIP-86
Contract result in lower charges. For a more detailed description of sales
charges on withdrawals under the WVQ-83 Contract, see item 1 under Differences
Under the WVQ-83 Contract, page 26.)

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, valued as of the
date of 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 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 on the date
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
May 1, 1993. 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 next
Contract year after it was made is 7% and continues to decrease by 1% per year
in accordance with the following table:

16
<PAGE>

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
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
(a) Subject to 10% free withdrawal described above.
- ------------------------------------------------------------------------------------------------------------------------------------
</FN>
</TABLE>

The sales charge percentages described in the above table will be subject to
reduction for purposes of complying with state non-forfeiture law.

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 all subaccounts in which you have an
interest and the fixed-rate option if a portion of your Contract fund is
allocated to that option, in the same proportions as the value of your interest
in each subaccount 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 23), 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 QVIP-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 WVQ-83 and QVIP-84 Contracts, page 23), there will be no sales charge
deducted. If an annuity is effected under one of the other annuity options under
the QVIP-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 WVQ-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 WVQ-83 and QVIP-84 Contracts, page 23), there will be no sales charge
deducted. If an annuity is effected under one of the other annuity options under
the WVQ-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 22.

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

17
<PAGE>

withdrawal is eight 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 subaccount at an annual rate of up to 1.2% of the assets held in the
subaccount. 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 22) 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.

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 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

18
<PAGE>

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 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-rated option are subject to strict limits. See
Transfers, page 13.

FEDERAL TAX STATUS

No tax is payable by any Contract owner as a result of any increase in the value
of his or her Contract fund until money is received by him or her, either in the
form of a withdrawal or an annuity. It is important, however, to consider how
amounts that are withdrawn or received as annuity payments will be taxed. The
following discussion of these points 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 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.

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 Prudential. Under the
current provisions of the Code, The Prudential does not expect to incur federal
income taxes on earnings of the Account to the extent the earnings are credited
under the Contract. Based on this, no charge is being made currently against the
Account for company federal income taxes. 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.

Retirement Arrangements Using the Contract. The provisions of the Code that
apply to retirement programs are complex, and the tax rules vary according to
the type of plan and its terms and conditions. Accordingly, this prospectus
provides only general information about the types of arrangements in connection
with which the Contracts may be used. You should consult a qualified tax advisor
before purchasing a Contract, particularly if you contemplate making withdrawals
from your Contract fund before annuity payments commence. Withdrawals may be
subject to income tax consequences, including tax penalties.

In general, assuming that you adhere to the requirements and limitations of the
Code provisions applicable to the type of retirement arrangement in which you
are participating, purchase payments (other than after-tax employee payments)
under the Contract will be deductible (or not includible in your income) up to
certain amounts each year. Under the retirement programs with which the
Contracts may be used, federal income tax currently is not imposed upon the
investment income and realized gains of the subaccounts in which your purchase
payments have been invested until a distribution is received. When a
distribution is received, either as a lump sum or an annuity, all or a portion
of the distribution is normally taxable as ordinary income. In some cases, the
tax on lump-sum distributions may be limited by a special income-averaging rule.

<PAGE>

Unless you elect to the contrary, any amounts that are received under your
Contract (except for Contracts issued in connection with plans that are subject
to Section 457 of the Code-- see Eligible Deferred Compensation Plans of State
or Local Governments and Tax Exempt Organizations, page 21) that The Prudential
reasonably believes are includible in gross income for tax purposes will be
subject to withholding to meet federal income tax obligations. Certain
distributions from qualified retirement plans and 403(b) annuities will be
subject to mandatory 20% withholding unless the distribution is an eligible
rollover distribution that is "directly" rolled over into another qualified
plan, 403(b) annuity or IRA. The rate of withholding on periodic annuity
payments where mandatory withholding is not required will be determined on the
basis of the withholding certificate you may file with The Prudential. For
payments not subject to mandatory withholding, if you do not file such a
certificate and you will be receiving periodic annuity payments, you shall be
treated, for purposes of determining your withholding rate, as a married person
with three exemptions; the rate of withholding on all other payments under your
Contract, such as withdrawals, will be 10%. Thus, in the absence of an election
by you that The Prudential should not do so, it will withhold from every
withdrawal or annuity payment the appropriate percentage of the amount of the
payment that The Prudential reasonably believes is includible in gross income.
The Prudential will provide forms and instructions concerning the right to elect
that no amount be withheld from payments. Generally there will be no withholding
for taxes until payments are actually received under your Contract.

Recipients, including those who have elected out of withholding, must supply
their Taxpayer Identification Number (Social Security Number) to payers of
distributions for tax reporting purposes. Failure to furnish this number when
required may result in the imposition of a tax penalty and will subject the
distribution to the withholding requirements of the law described above.

The comments which follow concerning specific tax favored plans are intended
merely to call attention to certain of their features. No attempt has been made
to discuss in full the tax ramifications involved or to offer tax advice. As
suggested above, a qualified tax advisor should be consulted for advice and
answers to any questions.

Plans For Self-Employed Individuals. For self-employed individuals who establish
qualified plans, contributions are deductible within the limits prescribed by
the Code. Annual deductible contributions cannot exceed the lesser of $30,000 or
25% of "earned income". For this purpose "earned income" is computed after the
deduction for contributions to the plan is considered.

Under such tax qualified plans, payments generally may not begin before
Participants attain age 59 1/2 (except in the event of total disability or
death, if authorized by the plan). Payments must begin by April 1 of the year
following attainment of age 70 1/2 and are subject to certain minimum
distribution requirements. Any distribution to employees before age 59 1/2 may
result in certain tax penalties.

IRAs. For persons who establish IRAs, the annual contribution limit is the
lesser of (1) $2,000, or (2) 100% of earned income. For an IRA arrangement that
includes a non-working spouse, total contributions may not exceed the lesser of
(1) $2,250, or (2) 100% of earned income. In this situation, separate
accumulation accounts are maintained for the husband and wife. Also, the
contribution for either the husband's or wife's IRA may not exceed $2,000.
Generally, annuity payments may not begin before attainment of age 59 1/2
(except in the event of total disability or death), but distributions must begin
by April 1 of the year following attainment of age 70 1/2 and are subject to
certain minimum distribution requirements. Certain penalties may result if the
contribution or age limitations are exceeded.

Deductions for IRA contributions in those cases where an individual or an
individual's spouse is an active participant in an employer sponsored pension
plan, SEP or Section 403(b) annuity are limited to individuals whose adjusted
gross income is less than certain specified amounts.

For married individuals who file a joint tax return, a full deduction will be
available if adjusted gross income is $40,000 or less. For a single individual,
the limit is $25,000. Partial deductions for IRA contributions will be available
for married, joint filers who have adjusted gross income of more than $40,000
and less than $50,000 and single individuals whose adjusted gross income is less
than $35,000.

Simplified Employee Pension Plans ("SEPs"). Under this arrangement, annual
employer contributions to an IRA established by an employee are not includible
in income up to the lesser of $30,000 or 15% of the employee's earned income
(excluding the employer's contribution to the SEP). As with the regular IRA,
generally, annuity payments to the Participant may not begin before attainment
of age 59 1/2 (except in the event of total disability or death) but
distributions must begin by April 1 of the year following attainment of age
70 1/2 and are subject to certain minimum distribution requirements. Certain
penalties may result if the contribution or age limitations are exceeded.

Certain SEP arrangements are permitted to allow employees to elect to reduce
their salaries by as much as $9,240 (in 1994, indexed annually) and have their
employer make contributions on their behalf to the SEP. These arrangements,
called salary reduction SEPs, are available only if the employer maintaining the
SEP has 25 or fewer

<PAGE>

employees and at least 50% of the eligible employees elect to make salary
reduction contributions. Other limitations may reduce the permissible
contribution level for highly compensated employees.

In accordance with Internal Revenue Service (the "IRS") Regulations, persons who
would become Participants under a Contract used with an IRA, including one
established under a SEP arrangement, are given disclosure material prepared by
The Prudential. The material includes this prospectus, a copy of the governing
instrument to be used in establishing an IRA, and a brochure containing
information about eligibility, contribution limits, tax consequences, and other
particulars concerning IRAs. The regulations require that such persons be given
seven days after making an initial contribution in which to affirm or reverse
their decision to participate. Therefore, within 7 days after sending the
initial contribution to The Prudential under a Contract used with an IRA, a
Participant may cancel his or her participation under that Contract by notifying
The Prudential in writing, and The Prudential will refund all of the
contributions under the Contract or, if greater, the amount credited to the
accumulation accounts under the Contract computed as of the business day that
The Prudential receives the notice of cancellation. This 7-day period may or may
not coincide with any part of the 10-day free look period described under
Short-Term Cancellation Right or "Free Look", page 12.

Section 403(b) Annuities. Section 403(b) of the Code permits employers and
employees of Section 501(c)(3) tax-exempt organizations and public educational
organizations to make, subject to certain limitations, contributions to an
annuity in which the employee's rights are nonforfeitable (commonly referred to
as a "tax-deferred annuity" or "TDA"). The amounts contributed under a TDA and
increments thereon are not taxable as income until distributed as annuity income
or otherwise. Generally, contributions to a TDA may be made through a salary
reduction arrangement up to a maximum of $9,500. However, under certain special
rules, the limit could be increased as much as $3,000. In addition, the Code
permits certain total distributions from a TDA to be "rolled over" to another
TDA or IRA. Certain partial distributions from a TDA may be "rolled over" to an
IRA.

An annuity contract will not qualify as a TDA, unless under such contract
distributions from salary reduction contributions and earnings thereon (other
than distributions attributable to assets held as of December 31, 1988) may be
paid only on account of attainment of age 59 1/2, severance of employment,
death, total and permanent disability and, in limited circumstances, hardship.
(Such hardship withdrawals are permitted, however, only to the extent of salary
reduction contributions and not earnings thereon).

The Section 403(b)(11) withdrawal restrictions do not apply to the transfer of
all or part of a Contract owner's interest in his or her Contract among the
available investment options offered by The Prudential or to the direct transfer
of all or part of the Contract owner's interest in the Contract to a Section
403(b) tax-deferred annuity contract of another insurance company or to a mutual
fund custodial account under Section 403(b)(7).

In imposing the restrictions on withdrawals as described above, The Prudential
is relying upon a non-action letter dated November 28, 1988 from the Chief of
the Office of Insurance Products and Legal Compliance of the Securities and
Exchange Commission to the American Council of Life Insurance.

Employer contributions are subject generally to the same coverage, minimum
participation and nondiscrimination rules applicable to qualified pension and
profit-sharing plans. Distributions from a TDA attributable to benefits accruing
after December 31, 1986 must commence by April 1 of the calendar year following
the year in which an employee attains age 70 1/2. However, for governmental and
church plans, distributions may be delayed until April 1 of the calendar year
following the calendar year the participant retires if that is later.
Distributions must satisfy minimum distribution requirements similar to those
that apply to qualified plans generally.

Eligible Deferred Compensation Plans of State or Local Governments and Tax
Exempt Organizations. The amounts contributed under these plans and increments
thereon are not taxable as income until distributed or otherwise made available
to the employee or other beneficiary. If the requirements of Section 457 of the
Code are not met, however, employees may be required to include in gross income
all or part of the contributions and earnings thereon. The assets of deferred
compensation plans are part of the employer's general assets. Contributions
generally may not exceed the lesser of $7,500 or 33 1/3% of the employee's
compensation. Distributions must begin by April 1 following attainment of age
70 1/2. However, for governmental or church plans distributions may be delayed
until April 1 of the calendar year following the calendar year the participant
retires, if that is later. Distributions are subject to special minimum
distribution rules.

A distribution to a Participant covered under an eligible deferred compensation
plan subject to Section 457 of the Code is treated as payment of wages for
federal income tax purposes and thus subject to general withholding
requirements.

Minimum Distribution Option. The Minimum Distribution Option is a program
available with IRA and SEP programs. It enables the client to satisfy IRS
minimum distribution requirements, without having to annuitize or cash surrender
their Contracts. Distributions from IRAs and SEPs must begin by April 1 of the
year following attainment of age 70 1/2. Each year until the maturity date, The
Prudential will recalculate the minimum amount that you are required to withdraw
from your IRA or SEP. We will send you a check for the minimum distribution
amount less any partial

<PAGE>

withdrawals made during the year. Our calculations are based solely on the cash
value of the Contract on the last day of the prior calendar year. If you have
other IRA accounts you will be responsible for taking the minimum distribution
from each.

Penalty For Early Withdrawals. A 10% penalty tax will generally apply to the
taxable part of distributions received from an IRA, SEP, Section 403(b) annuity,
and qualified retirement plans before age 59 1/2. Limited exceptions are
provided, such as where amounts are paid in the form of a qualified life
annuity, upon death of the employee or in certain instances disability or upon
separation from service on or after the attainment of age 55.

ERISA Disclosure. The Employee Retirement Income Security Act of 1974 (ERISA)
prevents a fiduciary with respect to a pension or profit-sharing plan from
receiving any benefit from any party dealing with the plan as a result of the
sale of the Contract (other than benefits that would otherwise be provided in
the plan).

Administrative exemptions issued by the IRS and the Department of Labor under
ERISA permit transactions between insurance agents and qualified pension and
profit sharing plans under sections 401(a) and 403(a) of the Code and with SEP
IRAs. To be able to rely on the exemption certain information must be disclosed
to the plan fiduciary. The information that must be disclosed includes the
relationship between the agent and the insurer, any charges, fees, discounts,
penalties or adjustments that may be imposed in connection with the purchase,
holding, exchange or termination of the Contract, as well as the commissions
received by the agent. Information about any applicable charges, fees,
discounts, penalties or adjustments may be found under CHARGES, FEES AND
DEDUCTIONS, page 15. Information about sales representatives and commissions may
be found under Sale of the Contract and Sales Commissions, page 25. In addition
to disclosure, other conditions apply to the use of the exemption. For example,
a plan fiduciary may not be a partner or employee of the Prudential
representative making the sale. The fiduciary must not be a relative of the
representative (including spouse, direct descendant, spouse of a direct
descendant, ancestor, brother, sister, spouse of a brother or sister). The
representative may not be an employee, officer, director or partner of either
the independent fiduciary or the employer establishing the plan. No relative of
the representative may: (1) control, directly or indirectly, the corporation
establishing or maintaining the plan; (2) be either a partner with a 10% or more
interest in the partnership or the sole proprietor establishing or maintaining
the plan; or (3) be an owner of a 5% or more interest in a Subchapter S
Corporation establishing or maintaining the plan. In addition, no affiliate
(including relatives) of the representative may be a trustee, administrator or a
fiduciary with written authority to acquire, manage or dispose of the assets of
the plan.

EFFECTING AN ANNUITY

Subject to the provisions of the retirement plan that covers you, you may at any
time on or before the first day of the calendar month coinciding with or
otherwise next following your 75th birthday (80th birthday under the VIP-86
Contract) convert your Contract fund into a fixed dollar annuity payable to the
annuitant under one or more of the forms of annuity described below. At The
Prudential's discretion, this conversion may take place at a later date. Except
for an annuity selected under the Supplemental Life Annuity Option, WVQ-83 and
QVIP-84 Contract owners may select a variable annuity instead of or in addition
to a fixed dollar annuity. The Prudential will then make monthly payments to the
annuitant on the first day of each month for a period determined by the form[s]
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 retirement plan
permits. 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, the amount
also varies with the age of the annuitant (and spouse, 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.

<PAGE>

In order to permit employers to comply with a decision rendered by the Supreme
Court of the United States (Arizona Governing Committee vs. Norris), the annuity
purchase rates for Contracts issued on and after August 1, 1983 do not vary with
the sex of the annuitant.

Under certain types of retirement arrangements, the Retirement Equity Act of
1984 provides that, in the case of a married Participant, the election of an
annuity payout which is not a joint and 50% survivor annuity payable to the
spouse must include the consent of the Participant's spouse. This consent must
contain the Participant's signature and the notarized or properly witnessed
signature of the Participant's spouse. These spousal consent requirements were
generally effective beginning January 1, 1985 and apply to married Participants
in most qualified pension plans including plans in which self-employed
individuals participate, and those Section 403(b) annuities which are considered
employee pension benefit plans under ERISA.

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

In electing to have an annuity purchased, you may select from the forms of
annuity described below, subject to the retirement arrangement that covers you.
Under each, annuity payments will be 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 80th
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 WVQ-83 and QVIP-84 Contracts If you own a WVQ-83
Contract or a QVIP-84 Contract, the following provisions 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; and (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 distribution as you used before
selecting an annuity. However, the initial minimum monthly payment amount will
be applicable to each payee, each annuity, and each subaccount selected.

If you are covered under a tax-deferred annuity subject to Section 403(b) of the
Code and do not elect to effect an annuity before the date described in the
endorsement to your Contract with respect to pre-1987 benefit accruals, a
variable life annuity with 120 payments certain (see below) will be purchased
for you on the first day of the month following such date. If any tax-deferred
annuity Contract owner (with respect to post-1986 benefit accruals) or any other
Contract owner has not elected to purchase an annuity before the end of his tax
year in which such an election is required by or for the retirement arrangement
under which he is covered, a variable life annuity with 120 payments certain,
payable as described in item 2 below, will be purchased for him on the first day
of the month preceding the end of such tax year, unless a joint and survivor
annuity pay-out is required by ERISA, in which case a variable joint and
survivor annuity, payable as described in item 3 below, will be purchased for
him.

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. However, as described under Transfers, page 13, if a variable annuity
is selected, the annuitant may transfer the annuity funds between subaccounts up
to four times each Contract year.

<PAGE>

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 of at least $20 on the
conversion date.

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
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[s] 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 the annuitant with a variable life annuity with
120 payments certain.

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, his or
her total payments will probably be substantially less than the value of your
Variable Account when annuity payments first began, and he or she could receive
as little as one payment 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 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, 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 Annuity. Payments will be made to the annuitant monthly
during his or her lifetime and, if the annuitant's spouse is living at the time
of the annuitant's death, to the spouse until his or her death. The monthly
payments to the spouse 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
under any applicable law or regulation or by the terms of a plan, including
joint and 50% spouse survivor annuity. 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 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 23.

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

<PAGE>

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 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. WVQ-83 and QVIP-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 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 held by another person who need not be the person who is to receive
annuity payments. This is frequently the case with respect to Contracts issued
in connection with qualified retirement plans and eligible deferred compensation
plans. 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. 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. 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.
Ownership of the Contract is not assignable to another insurance company without
The Prudential's consent.

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.

<PAGE>

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 subaccounts
over a specified seven-day period. Effective yield is calculated in a similar
manner except that income earned is assumed to be reinvested.

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.

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.

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 WVQ-83 Contract. As stated in the section entitled The
Prudential Qualified Individual Variable Annuity Contract, page 2, the
descriptions of The Prudential Qualified Individual Variable Annuity 2 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 QVIP-84
Contract and the WVQ-83 Contract. Although differences among the three forms of
Contract have been described, additional differences between the earlier WVQ-83
Contract and the two later forms of the Contract are set forth below.

1. Sales charges on withdrawals. . .Under the WVQ-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.

2. Determination of minimum amount payable to a beneficiary. . .Under the WVQ-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 payments you have made, less any withdrawals
(i.e., there is no proportional reduction of the minimum amount as is the
case under the QVIP-84 Contract and the VIP-86 Contract.)

3. 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 WVQ-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 5.73 Subaccount Annuity Units."

4. Determination of amount of monthly variable annuity payments. . .Under the
WVQ-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.

<PAGE>

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.

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 of 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 QUALIFIED 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

<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

JAMES G. AFFLECK, Director.--Director and Former Chairman of the Board, American
Cyanamid Co. Address: P.O. Box 477, East Dorset, VT 05253.

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.

ROBERT A. BECK, Director.--Chairman Emeritus of The Prudential. Address:
Prudential Plaza, Newark, NJ 07102-3777.

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.

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 1993: 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.--Chairman of the Executive Committee, International
Business Machines Corporation. Address: 590 Madison Avenue, New York, NY 10022.

DONALD E. PROCKNOW, Director.--Former Vice Chairman and Chief Operating Officer,
AT&T Technologies, Inc. Address: 18 Saw Mill Road, Saddle River, NJ 07458.

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.

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.

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

<PAGE>

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>

o INDIVIDUAL VARIABLE ANNUITY CONTRACTS
o THE PRUDENTIAL SERIES FUND, INC.

-----------------
Bulk Rate
U.S. Postage
PAID
Jersey City, N.J.
Permit No. 60
-----------------

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

<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 QUALIFIED INDIVIDUAL VARIABLE CONTRACT ACCOUNT

The Individual Variable Annuity Contract (the "Contract") of The Prudential
Qualified Individual Variable Contract Account (the "Account") is a variable
annuity contract issued by The Prudential Insurance Company of America ("The
Prudential"). The Contracts are designed for use in connection with retirement
arrangements that qualify for federal tax benefits under Sections 401, 403(a),
403(b), 408 or 457 of the Internal Revenue Code. Purchase payments made through
payroll deduction or similar arrangements with an employer must be at least $300
during any 12-month period. Any other purchase payment must be at least $50
($100 or $300 under a certain form of the Contract).

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

QVIP-1B Ed 5-95
Catalog #64M100Y

<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 QUALIFIED 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 below 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.

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.

<PAGE>

Table 1
Average Annual Total Return

From Date
Subaccount
Established
One Year Ended Five Years Ended Ten Years Ended Through
Subaccount Date Established 12/31/94 12/31/94 12/31/94 12/31/94
---------- ---------------- -------------- ---------------- --------------- -----------
<S> <C>

Bond 5/83
High Yield Bond 2/87
Government Securities 5/89
Common Stock 5/83
Stock Index 10/87
High Dividend Stock 2/88
Natural Resources 5/88
Global Equity 5/89
Conservatively 5/83
Managed Flexible
Aggressively 5/83
Managed Flexible
Growth Stock 4/95
Small Capitalization 4/95
Stock

</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 2
Average Annual Total Return Assuming No Withdrawal
<TABLE>
<CAPTION>
From Date
Subaccount
Established
One Year Ended Five Years Ended Ten Years Ended Through
Subaccount Date Established 12/31/94 12/31/94 12/31/94 12/31/94
---------- ---------------- -------------- ---------------- --------------- -----------
<S> <C>
Bond 5/83
High Yield Bond 2/87
Government Securities 5/89
Common Stock 5/83
Stock Index 10/87
High Dividend Stock 2/88
Natural Resources 5/88
Global Equity 5/89
Conservatively 5/83
Managed Flexible
Aggressively 5/83
Managed Flexible
Growth Stock 4/95
Small Capitalization 4/95
Stock
</TABLE>

3
<PAGE>

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

Table 3
Cumulative Total Return Assuming No Withdrawal
<TABLE>
<CAPTION>
From Date
Subaccount
Established
One Year Ended Five Years Ended Ten Years Ended Through
Subaccount Date Established 12/31/94 12/31/94 12/31/94 12/31/94
---------- ---------------- -------------- ---------------- --------------- -----------
<S> <C>
Bond 5/83
High Yield Bond 2/87
Government Securities 5/89
Common Stock 5/83
Stock Index 10/87
High Dividend Stock 2/88
Natural Resources 5/88
Global Equity 5/89
Conservatively 5/83
Managed Flexible
Aggressively 5/83
Managed Flexible
Growth Stock 4/95
Small Capitalization 4/95
Stock
</TABLE>

Money Market Subaccount Yield

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

5
<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 up to
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 WVQ-83 Contract and the
QVIP-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 up to 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 one 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 of 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 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 5.20 Subaccount Annuity Units. (Due to the fact that the Schedule of
Annuity Rates set forth in the WVQ-83 Contract differs from that set forth in
the QVIP-84 Contract, the preceding sentence, as it applies to the WVQ-83
Contract, is modified. See item 3 under Differences Under the WVQ-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 WVQ-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 4 under Differences Under the WVQ-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 value of the
assets in the subaccount increases, after deducting the up to 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.

C-1

<PAGE>

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. 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.

C-2

<PAGE>

Updated financials to be filed pursuant to Rule 485(b)

<PAGE>

QUALIFIED INDIVIDUAL VARIABLE CONTRACT ACCOUNT
VARIABLE ANNUITY CONTRACTS

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
Prudential Plaza
Newark, New Jersey 07102-3777
Telephone: (800) 445-4571

<PAGE>

PART C

OTHER INFORMATION

<PAGE>

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements

(1) Financial Statements of The Prudential Qualified 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 Qualified 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) Qualified Individual Variable Annuity Contract (Form
WVQ-83). (Note 3)

(b) Special Page One to the Contract (Form WVQ-83) for N.Y.
state issues. (Note 3)

(d) Endorsement WVQ 3 to the Contract (Forms WVQ-83, QVIP-84
and VIP-86) for use in the TDA market. (Note 3)

(e) Endorsement WVQ 4 to the Contract (Forms WVQ-83, QVIP-84
and VIP-86) for use in the CORP/HR10 Non-Trusteed markets.
(Note 3)

(f) Endorsement WVQ5 to the Contract (Forms WVQ-83, QVIP-84 and
VIP-86) for use in the CORP/HR10 Money Purchase and Defined
Benefit plans. (Note 3)

(g) Texas ORP Supplement. (Note 3)

(h) Endorsement WVQ 7-83 to the Contract (Form WVQ-83) for use
in New Jersey issues. (Note 4)

(i) Special Page Six (WVQ-83) (OKLA) to the Contract (Form
WVQ-83) for use in Oklahoma. (Note 4)

(j) Special Page Six (WVQ-83) (CAL.) to the Contract (Form
WVQ-83) for use in California. (Note 4)

(k) Special Page 8 (WVQ-83) (N.Y.) to the Contract (Form
WVQ-83) for use in New York issues. (Note 5)

(l) Endorsement WVQ 8-83 to the Contract (Form WVQ-83) for use
in Tennessee issues. (Note 5)

(m) Disclosure Notice WVQ 9-83 to the Contract (Forms WVQ-83,
QVIP-84 and VIP-86) for use in the IRA market. (Note 5)

(n) Endorsement for WVQ 10-83 to the Contract (Forms WVQ-83 and
QVIP-84) for use in Texas issues. (Note 5)

(o) Endorsement WVA 5-83 to the Contract (Form WVQ-83) for use
in Texas and Pennsylvania issues. (Note 5)

(p) Notice to the Contract (Forms WVQ-83 and QVIP-84) for use
in Virginia issues. (Note 5)

(q) Endorsement WVA 6-83 to the Contract (Form WVQ-83) for use
in California issues. (Note 5)

(r) Endorsement COMB 84889-83 to the Contract (Form WVQ-83) for
use in New York issues. (Note 5)

(s) Endorsement COMB 84890-83 to the Contract (Form WVQ-83) for
use in the District of Columbia and in all states except
New York. (Note 5)

(t) Qualified Individual Variable Annuity Contract (Form
QVIP-84). (Note 7)

(u) Special Page One to the Contract (Form QVIP-84) for N.Y.
issues. (Note 7)

C-1
<PAGE>

(v) Special Page Seventeen (QVIP-84) (N.Y.) to the Contract
(Form QVIP-84) for N.Y. issues. (Note 7)
(w) Special Page One (QVIP-84 (OKLA) to the Contract (Form
QVIP-84) for use in Oklahoma issues. (Note 7)
(x) Special Page Sixteen (QVIP-84) (OKLA) to the Contract (Form
QVIP-84) for use in Oklahoma issues. (Note 7)
(y) Special Page Seventeen (QVIP-84) (OKLA) to the Contract
(Form QVIP-84) for use in Oklahoma issues. (Note 7)
(z) Special Page One (QVIP-84) (CAL) to the Contract (Form
QVIP-84) for use in California issues. (Note 7)
(aa) Special Page Sixteen (QVIP-84) (CAL) to the Contract (Form
QVIP-84) for use in California issues. (Note 7)
(bb) Special Page Seventeen (QVIP-84) (CAL) to the Contract
(Form QVIP-84) for use in California issues. (Note 7)
(cc) Endorsement VIP 3-84 to the Contract (Form QVIP-84) for use
in California issues. (Note 6)
(dd) Endorsement WVQ 3-85 to the Contract (Form WVQ-83) for use
in all states so that the Contract meets Internal Revenue
Code Section 72(s) requirements for an annuity. (Note 8)
(ee) Individual Variable Annuity Contract (Form VIP-86). (Note
10)
(ff) Individual Variable Annuity Contract (Form VIP-86) revised.
(Note 11)
(gg) Endorsement Form VIP 500-86 which makes the Contract
qualified. (Note 11)
(hh) Special Jacket VIP-86 MN to the VIP-86 Contract for use in
Minnesota issues. (Note 11)
(ii) Special Jacket VIP-86 Y to the VIP-86 Contract for use in
New York issues. (Note 11)
(jj) Special Contract Data Page 3 (VIP-86) (MN) to the VIP-86
Contract for use in Minnesota issues. (Note 11)
(kk) Special Page 7 (VIP-86) Y to the VIP-86 Contract for use in
New York issues. (Note 11)
(ll) Special Page 7 (VIP-86) (OK) to the VIP-86 Contract for use
in Oklahoma issues. (Note 11)
(mm) Special Page 7 (VIP-86) (SC) to the VIP-86 Contract for use
in South Carolina issues. (Note 11)
(nn) Special Page 8 (VIP-86) (OK) to the VIP-86 Contract for use
in Oklahoma issues. (Note 11)
(oo) Special Page 11 (VIP-86) (WA) to the VIP-86 Contract for
use in Washington issues. (Note 11)
(pp) Special Page 11 (VIP-86) (SC) to the VIP-86 Contract for
use in South Carolina issues. (Note 11)
(qq) Special Page 11 (VIP-86) (Y) to the VIP-86 Contract for use
in New York issues. (Note 11)
(rr) Special Page 11 (VIP-86) (WI) to the VIP-86 Contract for
use in Wisconsin issues. (Note 11)
(ss) Special Page 12 (VIP-86) (SC) to the VIP-86 Contract for
use in South Carolina and Washington issues. (Note 11)
(tt) Special Page 12 (VIP-86) (Y) to the VIP-86 Contract for use
in New York issues. (Note 11)
(uu) Special Page 12 (VIP-86) (WI) to the VIP-86 Contract for
use in Wisconsin issues. (Note 11)
(vv) Special Page 13 (VIP-86) (WI) to the VIP-86 Contract for
use in Wisconsin issues. (Note 11)
(ww) Special Page 14 (VIP-86) (WI) to the VIP-86 Contract for
use in Wisconsin issues. (Note 11)
(xx) Special Back Jacket Page 18 (VIP-86) (MN) to the VIP-86
Contract for use in Minnesota issues. (Note 11)
(yy) Special Back Jacket Page 18 (VIP-86) (Y) to the VIP-86
Contract for use in New York issues. (Note 11)
(zz) Special Jacket VIP-86-P to the VIP-86 Contract for use in
Pennsylvania issues. (Note 12)
(aaa) Special Contract Data Page 3 (VIP-86) (MA) to the VIP-86
Contract for use in Massachusetts issues. (Note 12)
(bbb) Special Page 7 (VIP-86) (PA) to the VIP-86 Contract for use
in Pennsylvania issues. (Note 12)
(ccc) Special Page 13 (VIP-86) (MA) to the VIP-86 Contract for
use in Massachusetts issues. (Note 12)
(ddd) Special Blank Page 17 (VIP-86) to the VIP-86 Contract for
use in Pennsylvania issues. (Note 12)
(eee) Special Back Jacket Page 18 VIP-86-P to the VIP-86 Contract
for use in Pennsylvania issues. (Note 12)
(fff) 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)
(ggg) Endorsement COMB 84890-83 to the VIP-86 Contract for use in
Montana. (Note 14)
(hhh) Endorsement Certification PLI 254-86 to the VIP-86 Contract
for use in Pennsylvania. (Note 12)
(iii) Endorsement PLI 288-88 to the VIP-86 Contract. (Note 14)
(jjj) Endorsement COMB 84890-88 to the VIP-86 Contract. (Note 14)

C-2
<PAGE>

(kkk) Waiver of Withdrawal Charges rider ORD 88753-92 to the
VIP-86 Contract (at issue). (Note 16)

(lll) Waiver of Withdrawal Charges rider ORD 88754-92 to the
VIP-86 Contract (after issue). (Note 16)

(mmm) Spousal Continuance Rider ORD 89011-93. (Note 18)

(5) Application for Qualified Individual Variable Annuity Contract:

(a) Application Form VAQ 201 ED 07/83 for Qualified Individual
Variable Annuity Contract (Forms WVQ-83 and QVIP-84). (Note
5)

(b) Revision of Application Form, VAQ 201 Ed 5/86. (Note 9)

(d) Revised Application Form VAQ 201 Ed 11/86. (Note 12)

(e) Application for an Annuity contract ORD 87348-92. (Note 18)

(f) Supplement to the Annuity application ORD 87454-92. (Note
18)

(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 November 14, 1989. (Note 13)

(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 20)

(10) Written consent of Deloitte & Touche LLP, independent auditors.
(Note 20)

(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 18)

(14) Powers of Attorney.

(a) J. Affleck, R. Beck, W. Boeschenstein, L. Carter, Jr.,
J. Cullen, C. Davis, R. Enrico, W. Gray, III, J. Hanson,
C. Horner, A. Jacobson, G. Keith, Jr., B. Malkiel, E. O'Hara,
J. Opel, D. Procknow, R. Thompson, P. Vagelos, S. VanNess,
P. Volcker, J. Williams (Note 17)

(b) F. Agnew, F. Becker, A. Ryan (Note 19)

(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. 10 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.

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<PAGE>

(Note 14) Incorporated by reference to Post-Effective Amendment No. 13 to
this Registration Statement, filed March 3, 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. 19 to
the Registration Statement, filed April 28, 1993.

(Note 17) Incorporated by reference to Post-Effective Amendment No. 13 to
Form S-6, Registration No. 33-20000, filed April 26, 1994.

(Note 18) Incorporated by reference to Post-Effective Amendment No. 20 to
Form N-4, Registration No. 2-81318, filed April 28, 1994.

(Note 19) Incorporated by reference to Post-Effective Amendment No. 14 to
Form S-6, Registration No. 33-20000, filed February 15, 1995, on
behalf of the Prudential Variable Appreciable Account.

(Note 20) To be filed by Post-Effective Amendment.

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<PAGE>

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

Incorporated by reference to The Prudential Qualified 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 Appreciation Account, The Prudential Individual Variable
Contract Account, The Prudential Qualified Individual Variable Contract Account
(Registrant), 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 326,038 contract owners of qualified
Contracts offered by the Registrant.

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<PAGE>

ITEM 28. INDEMNIFICATION

The Prudential Directors' and Officers' Liability and Corporation Reimbursement
Program, purchased by The Prudential from National Union Fire Insurance Company
of Pittsburgh, PA., Federal Insurance Company (Chubb), Corporate Officers &
Directors Assurance Ltd., Aetna Casualty & Surety Company, XL Insurance Company,
Ltd., and A.C.E. Insurance Company, Ltd., provides coverage for "Loss" (as
defined in the policies) arising from any claim or claims by reason of any
breach of duty, neglect, error, misstatement, misleading statement, omission or
act done by persons while acting in their capacity as directors or officers of
The Prudential, any of its subsidiaries, or certain investment companies
affiliated with The Prudential, or any matter claimed against such persons
solely by reason of their being such a director or officer. The coverage is
provided to The Prudential to the extent that The Prudential, its subsidiaries,
including its investment company subsidiaries shall be required or permitted
according to applicable law, common or statutory, or under their respective
charters or by-laws, to indemnify directors or officers for Loss arising from
the above-described matters. 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 damages, judgments, settlements, costs, charges and expenses
(excluding salaries of officers or employees) incurred in the defense of
actions, suits or proceedings and appeals therefrom. Loss does not include fines
or penalties imposed by law, exemplary damages, or other matters which may be
deemed uninsurable under the law pursuant to which the policies are construed.

There are a number of exclusions from coverage. Among the matters excluded are
Losses arising as the result of (1) claims brought about or contributed to by
the criminal or deliberate fraudulent acts of a director or officer, and (2)
claims for an accounting of profits in fact made from the purchase or sale by a
director or officer of any securities of the insured corporations within the
meaning of Section 16 (b) of the Securities Exchange Act of 1934 and amendments
thereto or similar provisions of any state statutory law.

The limit of coverage under the Program for both individual and corporate
reimbursement coverage is $100,000,000, except as it relates to coverage for
fiduciary liability of directors and officers relating to Prudential employee
benefit plans, for which the limit of coverage is $80,000,000. The retention for
corporate reimbursement coverage is $5,000,000 per loss.

As noted above, coverage is provided to the extent permitted or required by
applicable law or corporate charters and by-laws. The relevant provisions of New
Jersey law, 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 Individual Variable Contract Account, Prudential's Gibraltar
Fund, and The Prudential Series Fund, Inc.

C-6
<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.

(d) Restrictions on withdrawal under Section 403(b) Contracts are imposed in
reliance upon, and in compliance with, a no-action letter issued by the
Chief of the Office of Insurance Products and Legal Compliance of the
Securities and Exchange Commission to the American Council of Life
Insurance on November 28, 1988.

C-7
<PAGE>

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has duly caused this Post-Effective Amendment No. 21 to the
Registration Statement to be signed on its behalf in the City of Newark, and the
State of New Jersey on this 27th day of February, 1995.

(Seal) The Prudential Qualified 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/ * February 27, 1995
- ---------------------------------------------

Arthur F. Ryan
Chairman of the Board, President, and Chief
Executive Officer

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

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

/s/ *
- ---------------------------------------------
James G. Affleck
Director

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

/s/ *
- ---------------------------------------------
Robert A. Beck
Director

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

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

C-8
<PAGE>

/s/ *
- ---------------------------------------------
Lisle C. Carter, Jr. February 27, 1995
Director

/s/ *
- ---------------------------------------------
James G. Cullen
Director
*By: /s/ THOMAS C. CASTANO
/s/ * --------------------------
- --------------------------------------------- Thomas C. Castano
Carolyne K. Davis (Attorney-in-Fact)
Director

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

/s/ *
- ---------------------------------------------
William H. Gray, III
Director

/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/ *
- ---------------------------------------------
Donald E. Procknow
Director

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

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

/s/ *
- ---------------------------------------------
Stanley C. Van Ness
Director

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

C-9
<PAGE>

/s/ *
- ---------------------------------------------
Joseph H. Williams February 27, 1995
Director

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

C-10