PRUDENTIAL QUALIFIED INDIVIDUAL VARIABLE CONTRACT ACCOUNT/NJ
485BPOS, 1995-05-01
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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. 22                                         [X]
     
                                      and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940              [ ]

   
     Amendment No. 27                                                        [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)

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

   
                               Thomas C. Castano
                              Assistant Secretary
    

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

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

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

   
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 was filed on
February 27, 1995.
    

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

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

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

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

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

<PAGE>
                             CROSS REFERENCE SHEET

                (as required by Rule 495(a) under the 1933 Act)

<TABLE>
<CAPTION>

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

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

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

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

     5. General Description of Registrant, 
        Depositor, and Portfolio Companies .............   General Information About The Prudential, The Prudential 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

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

N-4 Item Number and Caption                                Location
- ---------------------------                                --------
    <S>                                                    <C>
        Additional Information .........................   Additional Information

Part B

    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

                                       2

<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.

                                       4
<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 of
Contract Years After Payment                    Purchase Payment Withdrawn*
- ----------------------------                    ---------------------------
       0 ....................................    8% plus return of 1% bonus
       1 year ...............................    7% plus return of 1% bonus
       2 years ..............................    6% plus return of 1% bonus
       3 years ..............................    5% plus return of 1% bonus
       4 years ..............................    4% plus return of 1% bonus
       5 years ..............................    3% plus return of 1% bonus
       6 years ..............................    2% plus return of 1% bonus
       7 years ..............................    1% plus return of 1% bonus
       8 or more years ......................    0%

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

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

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

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

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

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

<CAPTION>
                                                                    Conservatively  Aggressively   High
                                         Money           Government     Managed       Managed      Yield
                                         Market   Bond   Securities    Flexible      Flexible      Bond
                                         -----    ----   ---------- --------------  ------------   -----
<S>                                       <C>     <C>      <C>          <C>            <C>        <C>
Investment Management Fee .............   .40%    .40%     .40%         .55%           .60%       .55%
Other Expenses ........................   .07%    .05%     .05%         .06%           .06%       .10%
                                          ---     ---      ---          ---            ---        --- 
Total Series Fund Annual Expenses .....   .47%    .45%     .45%         .61%           .66%       .65%
                                          ===     ===      ===          ===            ===        === 
</TABLE>
<TABLE>
<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 ........................   .07%    .12%      .10%        .15%      .22%           .48%        .16%
                                          ---     ---       ---         ---       ---           ----         --- 
Total Series Fund Annual Expenses .....   .42%    .52%      .55%        .75%      .62%          1.23%        .61%
                                          ===     ===       ===         ===       ===           ====         === 
</TABLE>

    
                                       5

<PAGE>

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

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

Examples of Fees and Expenses.

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

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

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

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

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

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

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

Initial Investment                                                    $1,000.00
Plus 1% bonus                   ($1,000 + $10)                         1,010.00
5% Assumed Rate of Return       ($1,010 x 1.05)                        1,060.50
Average Value of Funds          [($1,010 + $1,060.50)/2]               1,035.25
Annual Expenses                 (1.2 risk fees + 0.60 management fee
                                  + 0.06 expense)                          1.86%
Annual Administrative Charge                                               1.66
Total Contract Expenses         ($1,035.25 x 1.86%) + $1.66               20.92
    


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

   
Net Contract fund                   ($1,060.50 - $20.92)              $1,039.58
10% Charge-free withdrawal                                               103.96
Initial investment                                                     1,000.00*
Amount subject to surrender charge  ($1,000 - $103.96)                   896.04
Surrender charge @ 8%                                                     71.68
Plus Total Contract Expenses (as calculated above)                        20.92
                                                                      ----------
TOTAL CHARGES                                                         $   92.60
    

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

                                       6
<PAGE>

   

                                    Examples

TABLE I

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

                                              1 Year  3 Years  5 Years  10 Years
                                              ------  -------  -------  --------
Money Market Portfolio........................  $91     $112     $136     $219
Bond Portfolio................................  $90     $111     $135     $217
Government Securities Portfolio...............  $90     $111     $135     $217
Conservatively Managed Flexible Portfolio.....  $92     $116     $144     $234
Aggressively Managed Flexible Portfolio ......  $93     $118     $146     $240
High Yield Bond Portfolio.....................  $92     $118     $146     $238
Stock Index Portfolio.........................  $90     $110     $134     $213
High Dividend Stock Portfolio.................  $91     $114     $139     $224
Common Stock Portfolio........................  $91     $115     $140     $228
Growth Stock Portfolio........................  $94     $121     $151     $249
Small Capitalization Stock Portfolio..........  $92     $117     $144     $235
Global Equity Portfolio.......................  $99     $136     $176     $299
Natural Resources Portfolio...................  $92     $116     $144     $234

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 $93 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.)

                                              1 Year  3 Years  5 Years  10 Years
                                              ------  -------  -------  --------
Money Market Portfolio........................  $91     $112     $136     $219
Bond Portfolio................................  $90     $111     $135     $217
Government Securities Portfolio...............  $90     $111     $135     $217
Conservatively Managed Flexible Portfolio.....  $92     $116     $144     $234
Aggressively Managed Flexible Portfolio.......  $93     $118     $146     $240
High Yield Bond Portfolio.....................  $92     $118     $146     $238
Stock Index Portfolio.........................  $90     $110     $134     $213
High Dividend Stock Portfolio.................  $91     $114     $139     $224
Common Stock Portfolio........................  $91     $115     $140     $228
Growth Stock Portfolio........................  $94     $121     $151     $249
Small Capitalization Stock Portfolio..........  $92     $117     $144     $235
Global Equity Portfolio.......................  $99     $136     $176     $299
Natural Resources Portfolio...................  $92     $116     $144     $234

TABLE III

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

                                              1 Year  3 Years  5 Years  10 Years
                                              ------  -------  -------  --------
Money Market Portfolio........................  $19     $ 59     $101     $219
Bond Portfolio................................  $19     $ 58     $100     $217
Government Securities Portfolio...............  $19     $ 58     $100     $217
Conservatively Managed Flexible Portfolio.....  $20     $ 63     $108     $234
Aggressively Managed Flexible Portfolio.......  $21     $ 65     $111     $240
High Yield Bond Portfolio.....................  $21     $ 64     $110     $238
Stock Index Portfolio.........................  $18     $ 57     $ 98     $213
High Dividend Stock Portfolio.................  $19     $ 60     $104     $224
Common Stock Portfolio........................  $20     $ 61     $105     $228
Growth Stock Portfolio........................  $22     $ 67     $116     $249
Small Capitalization Stock Portfolio..........  $20     $ 63     $109     $235
Global Equity Portfolio.......................  $27     $ 82     $141     $299
Natural Resources Portfolio...................  $20     $ 63     $108     $234

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, $240 at the end of 10 years
equals $24.00 per year, or approximately 2.4% of $1,000.
    

                                       7

<PAGE>
   
<TABLE>
<CAPTION>
                                                   ACCUMULATION UNIT VALUES
                                 THE PRUDENTIAL QUALIFIED INDIVIDUAL VARIABLE CONTRACT ACCOUNT
                                               (Condensed Financial Information)
 

 
                                                                                      SUBACCOUNTS
                                                    ----------------------------------------------------------------------------
                                                                                      Money Market
                                                    ----------------------------------------------------------------------------
                                                      01/01/94      01/01/93     01/01/92     01/01/91     01/01/90     01/01/89
                                                         to            to           to           to           to           to   
                                                      12/31/94      12/31/93     12/31/92     12/31/91     12/31/90     12/31/89
                                                    -----------   -----------  -----------  -----------  -----------  -----------
<S>                                                 <C>           <C>          <C>          <C>          <C>          <C>     
1. Accumulation unit value at beginning of
   period.........................................  $     1.796   $     1.766  $     1.722  $     1.641  $     1.536  $     1.423
2. Accumulation unit value at end of period.......        1.847         1.796        1.766        1.722        1.641        1.536
3. Number of accumulation units outstanding at end
   of period......................................   43,401,237    42,593,573   51,724,305   51,946,977   47,904,119   33,934,283

<CAPTION>
                                                    ----------------------------------------------------
                                                      01/01/88      01/01/87     01/01/86     01/01/85
                                                         to            to           to          to
                                                      12/31/88      12/31/87     12/31/86     12/31/85
                                                    -----------   -----------  -----------   -----------
<S>                                                 <C>           <C>           <C>          <C>
1. Accumulation unit value at beginning of
   period.........................................  $     1.341   $     1.274   $    1.210   $    1.135
2. Accumulation unit value at end of period.......        1.423         1.341        1.274        1.210
3. Number of accumulation units outstanding at end
   of period......................................   22,782,591    14,141,148    5,639,533    3,769,461
 




<CAPTION>
 
                                                                                         Bond
                                                    -----------------------------------------------------------------------------
                                                     01/01/94      01/01/93      01/01/92     01/01/91    01/01/90     01/01/89
                                                        to            to            to           to         to           to   
                                                     12/31/94      12/31/93      12/31/92     12/31/91    12/31/90     12/31/89
                                                    -----------   -----------  -----------  -----------  -----------  -----------
<S>                                                 <C>           <C>          <C>          <C>          <C>          <C>     
1. Accumulation unit value at beginning of
   period.........................................  $     2.541   $     2.335  $     2.204  $     1.916  $     1.790  $     1.596
2. Accumulation unit value at end of period.......        2.430         2.541        2.335        2.204        1.916        1.790
3. Number of accumulation units outstanding at end
   of period......................................   39,963,983    41,705,404   34,565,884   26,914,460   23,633,524   22,074,086

<CAPTION>
                                                    ----------------------------------------------------
                                                      01/01/88      01/01/87     01/01/86     01/01/85
                                                         to            to           to          to
                                                      12/31/88      12/31/87     12/31/86     12/31/85
                                                    -----------   -----------  -----------   -----------
<S>                                                 <C>           <C>           <C>          <C>

1. Accumulation unit value at beginning of
   period.........................................  $     1.493   $     1.507   $     1.332  $    1.137
2. Accumulation unit value at end of period.......        1.596         1.493         1.507       1.332
3. Number of accumulation units outstanding at end
   of period......................................   19,475,497    17,183,479    13,568,527   5,337,447


<CAPTION>
 
                                                                                   Common Stock
                                                    -----------------------------------------------------------------------------
                                                      01/01/94     01/01/93      01/01/92     01/01/91    01/01/90     01/01/89
                                                         to          to             to           to          to          to   
                                                      12/31/94     12/31/93      12/31/92     12/31/91    12/31/90     12/31/89
                                                    -----------   -----------  -----------  -----------  -----------  -----------
<S>                                                 <C>           <C>          <C>          <C>          <C>          <C>     
1. Accumulation unit value at beginning of
   period.........................................  $      3.681  $      3.056 $     2.709  $     2.176  $    2.323   $     1.812
2. Accumulation unit value at end of period.......         3.738         3.681       3.056        2.709       2.176         2.323
3. Number of accumulation units outstanding at end
   of period......................................   121,654,470   102,491,968  80,457,602   67,197,756   61,186,048   57,285,028

 <CAPTION>
                                                    ----------------------------------------------------
                                                      01/01/88      01/01/87     01/01/86     01/01/85
                                                         to            to           to          to
                                                      12/31/88      12/31/87     12/31/86     12/31/85
                                                    -----------   -----------  -----------   -----------
<S>                                                 <C>           <C>           <C>          <C>
1. Accumulation unit value at beginning of
   period.........................................  $     1.567   $   1.560     $     1.372  $     1.045
2. Accumulation unit value at end of period.......        1.812       1.567           1.560        1.372
3. Number of accumulation units outstanding at end
   of period......................................   56,763,669  61,958,264      33,900,045   10,110,016
 

<CAPTION>
 
                                                                           Aggressively Managed Flexible
                                                    ------------------------------------------------------------------------------
                                                      01/01/94      01/01/93      01/01/92    01/01/91     01/01/90     01/01/89
                                                         to            to            to          to           to           to   
                                                      12/31/94      12/31/93      12/31/92    12/31/91     12/31/90     12/31/89
                                                    -----------   -----------   -----------  -----------  -----------  -----------
<S>                                                 <C>           <C>           <C>          <C>           <C>          <C>     
1. Accumulation unit value at beginning of
   period.........................................  $      2.955  $      2.587  $      2.434 $      1.963  $      1.950 $      1.621
2. Accumulation unit value at end of period.......         2.828         2.955         2.587        2.434         1.963        1.950
3. Number of accumulation units outstanding at end
   of period......................................   265,104,376   245,194,868   214,343,734  191,130,125   190,783,212  186,540,213
 

 <CAPTION>
                                                    ----------------------------------------------------
                                                      01/01/88      01/01/87     01/01/86     01/01/85
                                                         to            to           to          to
                                                      12/31/88      12/31/87     12/31/86     12/31/85
                                                    -----------   -----------  -----------   -----------
<S>                                                 <C>           <C>           <C>           <C>
1. Accumulation unit value at beginning of
   period.........................................  $      1.453  $      1.498  $      1.313  $     1.055
2. Accumulation unit value at end of period.......         1.621         1.453         1.498        1.313
3. Number of accumulation units outstanding at end
   of period......................................   192,115,646   209,973,940   116,287,355   28,448,341
 
<FN>
*Commencement of Business
</FN>
</TABLE>

 
 The financial statements of the Account are in the statement of additional
information.
 
                                       8
    


<PAGE>
   
<TABLE>
<CAPTION>
                                                 ACCUMULATION UNIT VALUES
                               THE PRUDENTIAL QUALIFIED INDIVIDUAL VARIABLE CONTRACT ACCOUNT
                                       (Condensed Financial Information) (Continued)
 
                                                                                     SUBACCOUNTS
                                                    --------------------------------------------------------------------------------
                                                                           Conservatively Managed Flexible
                                                    --------------------------------------------------------------------------------
                                                      01/01/94      01/01/93      01/01/92     01/01/91     01/01/90     01/01/89
                                                         to            to            to           to           to           to   
                                                      12/31/94      12/31/93      12/31/92     12/31/91     12/31/90     12/31/89
                                                    -----------   ------------  ------------ ------------  ----------- -------------
<S>                                                 <C>           <C>           <C>          <C>           <C>          <C>     
1. Accumulation unit value at beginning of
   period.....................................     $      2.713   $      2.447  $      2.316 $      1.968  $      1.892 $      1.637
2. Accumulation unit value at end of period...            2.655          2.713         2.447        2.316         1.968        1.892
3. Number of accumulation units outstanding at
   end of period..............................      288,743,247    254,782,768   205,054,881  162,911,208   149,027,248  140,207,386

<CAPTION>
                                                 -------------------------------------------------
                                                  01/01/88      01/01/87     01/01/86    01/01/85
                                                     to            to          to           to
                                                  12/31/88      12/31/87     12/31/86    12/31/85
                                                 ----------    ----------   ----------  ----------
<S>                                             <C>           <C>           <C>          <C>
1. Accumulation unit value at beginning of
   period.....................................  $      1.503  $      1.499  $     1.328  $     1.110
2. Accumulation unit value at end of period...         1.637         1.503        1.499        1.328
3. Number of accumulation units outstanding at
   end of period..............................   137,719,157   144,419,333   69,472,526   15,252,083

<CAPTION>
                                                                              High Yield Bond
                                                -----------------------------------------------------------------------------------
                                                01/01/94    01/01/93     01/01/92   01/01/91     01/01/90   01/01/89     01/01/88
                                                   to          to           to         to           to         to          to
                                                12/31/94    12/31/93     12/31/92   12/31/91     12/31/90    12/31/89    12/31/88
                                                ----------- ----------- ----------  ----------- ----------- ----------- -----------
<S>                                             <C>         <C>         <C>         <C>         <C>         <C>         <C>
1. Accumulation unit value at beginning of
   period.....................................  $     1.670 $     1.417 $     1.220 $     0.887 $     1.019 $     1.052 $     0.941
2. Accumulation unit value at end of period...        1.605       1.670       1.417       1.220       0.887       1.019       1.052
3. Number of accumulation units outstanding at
   end of period..............................   29,220,246  26,485,302  16,592,795  10,973,632  10,683,985  13,396,197  10,451,423

<CAPTION>
                                                ----------
                                                 02/23/87*
                                                    to
                                                 12/31/87
                                                ----------
<S>                                             <C>       
1. Accumulation unit value at beginning of
   period.....................................  $    1.000
2. Accumulation unit value at end of period...       0.941
3. Number of accumulation units outstanding at
   end of period..............................   3,209,882

<CAPTION>
                                                                                Stock Index
                                                -----------------------------------------------------------------------------------
                                                01/01/94    01/01/93     01/01/92   01/01/91     01/01/90   01/01/89     01/01/88
                                                   to          to           to         to           to         to          to
                                                12/31/94    12/31/93     12/31/92   12/31/91     12/31/90    12/31/89    12/31/88
                                                ----------- ----------- ----------  ----------- ----------- ----------- -----------
<S>                                             <C>         <C>         <C>         <C>         <C>         <C>          <C>
1. Accumulation unit value at beginning of
   period.....................................  $     1.776 $     1.639 $     1.548 $     1.208 $     1.268 $    0.980   $    0.859
2. Accumulation unit value at end of period...        1.772       1.776       1.639       1.548       1.208      1.268        0.980
3. Number of accumulation units outstanding at
   end of period..............................   62,281,407  60,084,614  44,559,636  25,578,770  16,843,644  9,249,076    2,628,467

<CAPTION>
                                                ----------
                                                 10/19/87*
                                                    to
                                                 12/31/87
                                                ----------
<S>                                             <C>
1. Accumulation unit value at beginning of
   period.....................................  $   1.000
2. Accumulation unit value at end of period...      0.859
3. Number of accumulation units outstanding at
   end of period..............................    123,844

<CAPTION>
 
                                                                            High Dividend Stock
                                                -----------------------------------------------------------------------------------
                                                01/01/94       01/01/93     01/01/92   01/01/91   01/01/90   01/01/89    02/19/88*
                                                   to             to           to         to         to         to          to
                                                12/31/94       12/31/93     12/31/92   12/31/91   12/31/90   12/31/89    12/31/88
                                                ---------     ---------    ---------   ---------  ---------  ---------   ---------
<S>                                             <C>          <C>          <C>          <C>        <C>         <C>        <C>
1. Accumulation unit value at beginning of
   period.....................................  $     2.099  $     1.737  $     1.596  $    1.267  $    1.332 $    1.099 $    1.000
2. Accumulation unit value at end of period...        2.104        2.099        1.737       1.596       1.267      1.332      1.099
3. Number of accumulation units outstanding at
   end of period..............................   56,103,455   37,355,905   18,299,120   9,795,017   7,313,593  4,663,452  1,002,158
 
<FN>
*Commencement of Business
</FN>
</TABLE>
 
 The financial statements of the Account are in the statement of additional
information.
                                        9
    

<PAGE>
   
<TABLE>
<CAPTION>

                                                   ACCUMULATION UNIT VALUES
                                 THE PRUDENTIAL QUALIFIED INDIVIDUAL VARIABLE CONTRACT ACCOUNT
                                         (Condensed Financial Information) (Continued)
 

 
                                                                                    SUBACCOUNTS
                                                    ---------------------------------------------------------------------------
                                                                                 Natural Resources
                                                    ---------------------------------------------------------------------------
                                                    01/01/94   01/01/93   01/01/92   01/01/91   01/01/90   01/01/89   05/01/88*
                                                       to         to         to         to         to         to         to
                                                    12/31/94   12/31/93   12/31/92   12/31/91   12/31/90   12/31/89   12/31/88
                                                    ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>                                                 <C>         <C>        <C>        <C>        <C>        <C>       <C>
1. Accumulation unit value at beginning of
   period.........................................  $    1.851  $    1.497 $    1.412 $   1.295  $   1.391  $   1.038 $   1.000
2. Accumulation unit value at end of period.......       1.751       1.851      1.497     1.412      1.295      1.391     1.038
3. Number of accumulation units outstanding at end
   of period......................................  22,768,479  14,307,513 10,080,734 9,150,881  8,875,236  2,829,046   820,249

<CAPTION>
                                                                             Global Equity
                                                    ----------------------------------------------------------------
                                                    01/01/94   01/01/93   01/01/92   01/01/91   01/01/90   05/01/89*
                                                       to         to         to         to         to         to
                                                    12/31/94   12/31/93   12/31/92   12/31/91   12/31/90   12/31/89
                                                    ---------  ---------  ---------  ---------  ---------  ---------
<S>                                                 <C>         <C>        <C>        <C>        <C>         <C>      
1. Accumulation unit value at beginning of
   period.........................................  $    1.425  $   1.007  $   1.056  $   0.959  $   1.115   $  1.015
2. Accumulation unit value at end of period.......       1.339      1.425      1.007      1.056      0.959      1.115
3. Number of accumulation units outstanding at end
   of period......................................  43,407,964  9,912,122  3,274,619  2,255,700  1,542,929    349,391

<CAPTION>
                                                                         Government Securities
                                                    ------------------------------------------------------------------
                                                    01/01/94   01/01/93   01/01/92   01/01/91    01/01/90    05/01/89*
                                                       to         to         to         to          to          to
                                                    12/31/94   12/31/93   12/31/92   12/31/91    12/31/90    12/31/89
                                                    ---------  ---------  ---------  ---------   ---------   ---------
<S>                                                 <C>        <C>         <C>         <C>         <C>        <C>       
1. Accumulation unit value at beginning of
   period.........................................  $   1.553  $    1.397  $    1.335  $    1.164  $   1.108  $   1.000
2. Accumulation unit value at end of period.......      1.456       1.553       1.397       1.335      1.164      1.108
3. Number of accumulation units outstanding at end
   of period......................................  64,574,144 66,529,517  41,061,477  10,193,396  3,891,299  1,369,956
 
<FN>
*Commencement of Business
</FN>
</TABLE>
 
 The financial statements of the Account are in the statement of additional
information.

                                       10

     
<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'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.


                                       11
<PAGE>

                                                          Annual Investment
                                                         Management Fee as a 
                                                        Percentage of Average
Portfolio                                                  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 


                                       13
<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>
                                                           The Sales Charge Will
                                                              Be Equal To The
                                                            Following Percentage
     For Withdrawals Of Purchase                              Of The Purchase 
Payments During The Contract Year Indicated               Payment Withdrawn (a)
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
(a) Subject to 10% free withdrawal described above.
- --------------------------------------------------------------------------------

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.


                                       19
<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 


                                       20
<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 


                                       21
<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.


                                       22
<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. 


                                       23
<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


                                       24
<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.
Generally, 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.


                                       25
<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.


                                       26
<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

                                       27
<PAGE>
                             DIRECTORS AND OFFICERS

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

                          DIRECTORS OF THE PRUDENTIAL

   
    

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

   
    

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       28
<PAGE>

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

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

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

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

                 OTHER EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

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

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

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


                                       29
<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 that follow provide performance information for each subaccount
through December 31, 1994. The performance information is based on historical
experience and does not indicate or represent future performance. The Growth
Stock and Small Capitalization Stock Portfolios were not in operation in 1994.
    

                                       1

<PAGE>
   

Annual Average Total Return

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

                                    Table 1
                          Average Annual Total Return
<CAPTION>

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

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

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


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

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

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

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

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

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

Aggressively .......   5/93                 -10.62          7.08          10.17          9.18
Managed Flexible

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

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

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


                                       2

<PAGE>

Non-Standard Total Return

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

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

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

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

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

Common Stock .......  5/83                1.26              9.72               13.43              11.85
 
Stock Index ........ 10/87               -0.49              6.66                 N/A              11.44

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

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


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

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

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

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

Small 
Capitalization 
Stock ..............  4/95                 N/A               N/A                 N/A                N/A
</TABLE>
    
                                       3
<PAGE>

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

                                    Table 3
                 Cumulative Total Return Assuming No Withdrawal
<CAPTION>
   
                                                                                                From Date
                                                                                                Subaccount
                                         One Year         Five Years         Ten Years         Established
                      Date               Ended              Ended              Ended             Through 
Subaccount         Established          12/31/94          12/31/94           12/31/94            12/31/94
- ---------          -----------          --------          --------           --------            -------- 
<S>                   <C>                <C>               <C>                 <C>                 <C>   
Bond ...............  5/83               -4.68              34.10              109.73              137.88

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

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

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

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

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

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

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

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

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

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

Small 
Capitalization 
Stock ..............  4/95                 N/A                N/A                 N/A                 N/A
    
</TABLE>

Money Market Subaccount Yield

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

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

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

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

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

                                       4
<PAGE>

Comparisons

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

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

                                       5

<PAGE>
   
                            FINANCIAL STATEMENTS OF
         THE PRUDENTIAL QUALIFIED INDIVIDUAL VARIABLE CONTRACT ACCOUNT
 
STATEMENTS OF NET ASSETS
 
December 31, 1994
 
<TABLE>
<CAPTION>
                                                                                             SUBACCOUNTS
                                                                    --------------------------------------------------------------
 
                                                                                                                     AGGRESSIVELY
                                                                        MONEY                           COMMON         MANAGED
                                                        TOTAL           MARKET           BOND           STOCK          FLEXIBLE
                                                    --------------  --------------  --------------  --------------  --------------
<S>                                                 <C>             <C>             <C>             <C>             <C>
ASSETS
  Investment in shares of The Prudential Series
    Fund, Inc.
    Portfolios at net asset value [Note 2]........  $2,627,013,589  $   81,138,297  $   97,340,733  $  456,566,230  $  750,262,257
                                                    --------------  --------------  --------------  --------------  --------------
                                                    --------------  --------------  --------------  --------------  --------------
NET ASSETS, representing:
  Equity of Contract owners [Note 7]..............  $2,615,578,486  $   80,158,613  $   97,093,297  $  454,744,409  $  749,635,645
  Equity of annuitants [Note 7]...................         150,329           3,743           7,580          45,047               0
  Equity of The Prudential Insurance Company of
    America.......................................      11,284,774         975,941         239,856       1,776,774         626,612
                                                    --------------  --------------  --------------  --------------  --------------
                                                    $2,627,013,589  $   81,138,297  $   97,340,733  $  456,566,230  $  750,262,257
                                                    --------------  --------------  --------------  --------------  --------------
                                                    --------------  --------------  --------------  --------------  --------------
  Accumulation units..............................        --            43,401,237      39,963,983     121,654,470     265,104,376
</TABLE>
 
STATEMENTS OF OPERATIONS
 
For the year ended December 31, 1994
 
<TABLE>
<CAPTION>
                                                                                             SUBACCOUNTS
                                                                    --------------------------------------------------------------
 
                                                                                                                     AGGRESSIVELY
                                                                        MONEY                           COMMON         MANAGED
                                                        TOTAL           MARKET           BOND           STOCK          FLEXIBLE
                                                    --------------  --------------  --------------  --------------  --------------
<S>                                                 <C>             <C>             <C>             <C>             <C>
INVESTMENT INCOME
  Dividend distributions received.................  $   85,217,371  $    3,066,231  $    6,405,587  $    9,910,232  $   20,909,466
 
EXPENSES
  Charges to Contract owners and annuitants for
    assuming mortality risk and expense risk
    [Note 3A].....................................      30,117,365         910,925       1,206,609       5,009,191       8,863,772
                                                    --------------  --------------  --------------  --------------  --------------
NET INVESTMENT INCOME (LOSS)......................      55,100,006       2,155,306       5,198,978       4,901,041      12,045,694
                                                    --------------  --------------  --------------  --------------  --------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS
  Capital gains distributions received............      55,419,944               0         229,053      18,517,588      21,407,610
  Realized gain (loss) on shares redeemed
    [average cost basis]..........................          19,404               0        (145,067)         30,481         232,826
  Net unrealized loss on investments..............    (168,633,384)              0      (9,927,185)    (16,721,695)    (65,983,052)
                                                    --------------  --------------  --------------  --------------  --------------
NET GAIN (LOSS) ON INVESTMENTS....................    (113,194,036)              0      (9,843,199)      1,826,374     (44,342,616)
                                                    --------------  --------------  --------------  --------------  --------------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS.......................  $  (58,094,030) $    2,155,306  $   (4,644,221) $    6,727,415  $  (32,296,922)
                                                    --------------  --------------  --------------  --------------  --------------
                                                    --------------  --------------  --------------  --------------  --------------
</TABLE>
 
           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A7 THROUGH A10.
                                       A1
    
<PAGE>
   
STATEMENTS OF NET ASSETS (CONTINUED)
December 31, 1994
<TABLE>
<CAPTION>
                                                                               SUBACCOUNTS (CONTINUED)
                                                    ------------------------------------------------------------------------------
 
                                                    CONSERVATIVELY       HIGH                            HIGH
                                                       MANAGED          YIELD           STOCK          DIVIDEND        NATURAL
                                                       FLEXIBLE          BOND           INDEX           STOCK         RESOURCES
                                                    --------------  --------------  --------------  --------------  --------------
<S>                                                 <C>             <C>             <C>             <C>             <C>
ASSETS
  Investment in shares of The Prudential Series
    Fund, Inc.
    Portfolios at net asset value [Note 2]........  $  768,103,224  $   46,964,342  $  110,671,437  $  119,012,309  $   40,323,345
                                                    --------------  --------------  --------------  --------------  --------------
                                                    --------------  --------------  --------------  --------------  --------------
NET ASSETS, representing:
  Equity of Contract owners [Note 7]..............  $  766,645,083  $   46,910,182  $  110,381,961  $  118,027,643  $   39,861,004
  Equity of annuitants [Note 7]...................          93,959               0               0               0               0
  Equity of The Prudential Insurance Company of
    America.......................................       1,364,182          54,160         289,476         984,666         462,341
                                                    --------------  --------------  --------------  --------------  --------------
                                                    $  768,103,224  $   46,964,342  $  110,671,437  $  119,012,309  $   40,323,345
                                                    --------------  --------------  --------------  --------------  --------------
                                                    --------------  --------------  --------------  --------------  --------------
                                                       288,743,247      29,220,246      62,281,407      56,103,455      22,768,479
 
<CAPTION>
 
                                                        GLOBAL        GOVERNMENT
                                                        EQUITY        SECURITIES
                                                    --------------  --------------
<S>                                                 <C>             <C>
ASSETS
  Investment in shares of The Prudential Series
    Fund, Inc.
    Portfolios at net asset value [Note 2]........  $   60,522,000  $   96,109,415
                                                    --------------  --------------
                                                    --------------  --------------
NET ASSETS, representing:
  Equity of Contract owners [Note 7]..............  $   58,127,171  $   93,993,478
  Equity of annuitants [Note 7]...................               0               0
  Equity of The Prudential Insurance Company of
    America.......................................       2,394,829       2,115,937
                                                    --------------  --------------
                                                    $   60,522,000  $   96,109,415
                                                    --------------  --------------
                                                    --------------  --------------
                                                        43,407,964      64,574,144
</TABLE>
 
STATEMENTS OF OPERATIONS (CONTINUED)
For the year ended December 31, 1994
<TABLE>
<CAPTION>
                                                                               SUBACCOUNTS (CONTINUED)
                                                    ------------------------------------------------------------------------------
 
                                                    CONSERVATIVELY       HIGH                            HIGH
                                                       MANAGED          YIELD           STOCK          DIVIDEND        NATURAL
                                                       FLEXIBLE          BOND           INDEX           STOCK         RESOURCES
                                                    --------------  --------------  --------------  --------------  --------------
<S>                                                 <C>             <C>             <C>             <C>             <C>
INVESTMENT INCOME
  Dividend distributions received.................  $   26,536,139  $    4,798,183  $    2,659,925  $    4,018,138  $      382,679
 
EXPENSES
  Charges to Contract owners and annuitants for
    assuming mortality risk and expense risk
    [Note 3A].....................................       8,939,025         563,255       1,290,980       1,225,570         429,633
                                                    --------------  --------------  --------------  --------------  --------------
NET INVESTMENT INCOME (LOSS)......................      17,597,114       4,234,928       1,368,945       2,792,568         (46,954)
                                                    --------------  --------------  --------------  --------------  --------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS
  Capital gains distributions received............       8,172,721              35         164,189       6,083,932         779,202
  Realized gain (loss) on shares redeemed
    [average cost basis]..........................          98,624         (76,583)        259,874             761          18,048
  Net unrealized loss on investments..............     (41,558,685)     (6,103,640)     (1,916,111)     (9,002,731)     (2,969,198)
                                                    --------------  --------------  --------------  --------------  --------------
NET GAIN (LOSS) ON INVESTMENTS....................     (33,287,340)     (6,180,188)     (1,492,048)     (2,918,038)     (2,171,948)
                                                    --------------  --------------  --------------  --------------  --------------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS.......................  $  (15,690,226) $   (1,945,260) $     (123,103) $     (125,470) $   (2,218,902)
                                                    --------------  --------------  --------------  --------------  --------------
                                                    --------------  --------------  --------------  --------------  --------------
 
<CAPTION>
 
                                                        GLOBAL        GOVERNMENT
                                                        EQUITY        SECURITIES
                                                    --------------  --------------
<S>                                                 <C>             <C>
INVESTMENT INCOME
  Dividend distributions received.................  $       87,054  $    6,443,737
EXPENSES
  Charges to Contract owners and annuitants for
    assuming mortality risk and expense risk
    [Note 3A].....................................         460,314       1,218,091
                                                    --------------  --------------
NET INVESTMENT INCOME (LOSS)......................        (373,260)      5,225,646
                                                    --------------  --------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS
  Capital gains distributions received............          65,614               0
  Realized gain (loss) on shares redeemed
    [average cost basis]..........................               0        (399,560)
  Net unrealized loss on investments..............      (2,777,408)    (11,673,679)
                                                    --------------  --------------
NET GAIN (LOSS) ON INVESTMENTS....................      (2,711,794)    (12,073,239)
                                                    --------------  --------------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS.......................  $   (3,085,054) $   (6,847,593)
                                                    --------------  --------------
                                                    --------------  --------------
</TABLE>
 
           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A7 THROUGH A10.
                                       A2
    
<PAGE>
   
                            FINANCIAL STATEMENTS OF
         THE PRUDENTIAL QUALIFIED INDIVIDUAL VARIABLE CONTRACT ACCOUNT
 
STATEMENTS OF CHANGES IN NET ASSETS
 
For the years ended December 31, 1994 and 1993
 
<TABLE>
<CAPTION>
                                                                                              SUBACCOUNTS
                                                                     --------------------------------------------------------------
 
                                                                                 MONEY
                                                 TOTAL                           MARKET                           BOND
                                     ------------------------------  ------------------------------  ------------------------------
                                                          1993
                                          1994       (AS RESTATED)        1994            1993            1994            1993
                                     --------------  --------------  --------------  --------------  --------------  --------------
<S>                                  <C>             <C>             <C>             <C>             <C>             <C>
 
OPERATIONS:
  Net investment income (loss).....  $   55,100,006  $   44,553,961  $    2,155,306  $    1,448,889  $    5,198,978  $    4,614,445
  Capital gains distributions
    received.......................      55,419,944      86,012,201               0               0         229,053       1,427,999
  Realized gain (loss) on shares
    redeemed
    [average cost basis]...........          19,404       1,666,997               0               0        (145,067)         41,948
  Net unrealized gain (loss) on
    investments....................    (168,633,384)    112,234,418               0               0      (9,927,185)      1,570,434
                                     --------------  --------------  --------------  --------------  --------------  --------------
 
NET INCREASE (DECREASE) IN NET
  ASSETS
  RESULTING FROM OPERATIONS........     (58,094,030)    244,467,577       2,155,306       1,448,889      (4,644,221)      7,654,826
                                     --------------  --------------  --------------  --------------  --------------  --------------
 
ACCUMULATION AND ANNUITY
  UNIT TRANSACTIONS
  Purchase payments and transfers
    in.............................     740,447,234     707,019,277      57,809,334      41,567,945      18,199,978      32,238,281
  Withdrawals and transfers out....    (415,537,194)   (280,468,247)    (56,297,178)    (57,812,057)    (22,456,382)    (14,608,252)
  Annuity benefit payments.........         (27,187)        (26,702)           (532)           (540)           (985)         (1,082)
                                     --------------  --------------  --------------  --------------  --------------  --------------
 
NET INCREASE (DECREASE) IN NET
  ASSETS
  RESULTING FROM ACCUMULATION
  AND ANNUITY UNIT TRANSACTIONS....     324,882,853     426,524,328       1,511,624     (16,244,652)     (4,257,389)     17,628,947
                                     --------------  --------------  --------------  --------------  --------------  --------------
 
NET INCREASE (DECREASE) IN NET
  ASSETS
  RESULTING FROM SURPLUS
  TRANSFERS........................      (4,931,491)      7,092,717         403,300          97,742        (771,003)        472,807
                                     --------------  --------------  --------------  --------------  --------------  --------------
 
TOTAL INCREASE (DECREASE)
  IN NET ASSETS....................     261,857,332     678,084,622       4,070,230     (14,698,021)     (9,672,613)     25,756,580
 
NET ASSETS:
  Beginning of year................   2,365,156,257   1,687,071,635      77,068,067      91,766,088     107,013,346      81,256,766
                                     --------------  --------------  --------------  --------------  --------------  --------------
  End of year......................  $2,627,013,589  $2,365,156,257  $   81,138,297  $   77,068,067  $   97,340,733  $  107,013,346
                                     --------------  --------------  --------------  --------------  --------------  --------------
                                     --------------  --------------  --------------  --------------  --------------  --------------
</TABLE>
 
           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A7 THROUGH A10.
                                       A3
    
<PAGE>
   
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
 
For the years ended December 31, 1994 and 1993
<TABLE>
<CAPTION>
                                                        SUBACCOUNTS (CONTINUED)
                                     --------------------------------------------------------------
                                                                               AGGRESSIVELY
                                                 COMMON                         MANAGED
                                                 STOCK                          FLEXIBLE
                                     ------------------------------  ------------------------------
                                          1994            1993            1994            1993
                                     --------------  --------------  --------------  --------------
<S>                                  <C>             <C>             <C>             <C>
 
OPERATIONS:
  Net investment income (loss).....  $    4,901,041  $    2,647,000  $   12,045,694  $   14,079,003
  Capital gains distributions
    received.......................      18,517,588      17,993,057      21,407,610      37,127,305
  Realized gain (loss) on shares
    redeemed
    [average cost basis]...........          30,481         466,802         232,826         572,917
  Net unrealized gain (loss) on
    investments....................     (16,721,695)     35,579,185     (65,983,052)     31,996,123
                                     --------------  --------------  --------------  --------------
 
NET INCREASE (DECREASE) IN NET
  ASSETS
  RESULTING FROM OPERATIONS........       6,727,415      56,686,044     (32,296,922)     83,775,348
                                     --------------  --------------  --------------  --------------
 
ACCUMULATION AND ANNUITY
  UNIT TRANSACTIONS
  Purchase payments and transfers
    in.............................     125,377,593     109,495,364     142,992,769     147,876,832
  Withdrawals and transfers out....     (54,525,678)    (34,737,937)    (85,663,201)    (61,512,235)
  Annuity benefit payments.........         (13,719)        (13,003)              0               0
                                     --------------  --------------  --------------  --------------
 
NET INCREASE (DECREASE) IN NET
  ASSETS
  RESULTING FROM ACCUMULATION
  AND ANNUITY UNIT TRANSACTIONS....      70,838,196      74,744,424      57,329,568      86,364,597
                                     --------------  --------------  --------------  --------------
 
NET INCREASE (DECREASE) IN NET
  ASSETS
  RESULTING FROM SURPLUS
  TRANSFERS........................        (882,006)      1,763,424      (2,651,796)      1,643,350
                                     --------------  --------------  --------------  --------------
 
TOTAL INCREASE (DECREASE)
  IN NET ASSETS....................      76,683,605     133,193,892      22,380,850     171,783,295
 
NET ASSETS:
  Beginning of year................     379,882,625     246,688,733     727,881,407     556,098,112
                                     --------------  --------------  --------------  --------------
  End of year......................  $  456,566,230  $  379,882,625  $  750,262,257  $  727,881,407
                                     --------------  --------------  --------------  --------------
                                     --------------  --------------  --------------  --------------
 
<CAPTION>
 
                                             CONSERVATIVELY                       HIGH
                                                MANAGED                          YIELD
                                                FLEXIBLE                          BOND
                                     ------------------------------  ------------------------------
                                                                                          1993
                                          1994            1993            1994       (AS RESTATED)
                                     --------------  --------------  --------------  --------------
<S>                                  <C>             <C>             <C>             <C>
OPERATIONS:
  Net investment income (loss).....  $   17,597,114  $   12,116,832  $    4,234,928  $    3,196,072
  Capital gains distributions
    received.......................       8,172,721      25,648,826              35              25
  Realized gain (loss) on shares
    redeemed
    [average cost basis]...........          98,624         386,470         (76,583)         34,889
  Net unrealized gain (loss) on
    investments....................     (41,558,685)     21,241,495      (6,103,640)      2,449,326
                                     --------------  --------------  --------------  --------------
NET INCREASE (DECREASE) IN NET
  ASSETS
  RESULTING FROM OPERATIONS........     (15,690,226)     59,393,623      (1,945,260)      5,680,312
                                     --------------  --------------  --------------  --------------
ACCUMULATION AND ANNUITY
  UNIT TRANSACTIONS
  Purchase payments and transfers
    in.............................     188,471,399     192,879,051      17,792,032      22,224,901
  Withdrawals and transfers out....     (97,416,069)    (62,731,611)    (13,165,014)     (7,155,068)
  Annuity benefit payments.........         (11,951)        (12,077)              0               0
                                     --------------  --------------  --------------  --------------
NET INCREASE (DECREASE) IN NET
  ASSETS
  RESULTING FROM ACCUMULATION
  AND ANNUITY UNIT TRANSACTIONS....      91,043,379     130,135,363       4,627,018      15,069,833
                                     --------------  --------------  --------------  --------------
NET INCREASE (DECREASE) IN NET
  ASSETS
  RESULTING FROM SURPLUS
  TRANSFERS........................      (2,305,353)      1,461,637        (612,764)        359,044
                                     --------------  --------------  --------------  --------------
TOTAL INCREASE (DECREASE)
  IN NET ASSETS....................      73,047,800     190,990,623       2,068,994      21,109,189
NET ASSETS:
  Beginning of year................     695,055,424     504,064,801      44,895,348      23,786,159
                                     --------------  --------------  --------------  --------------
  End of year......................  $  768,103,224  $  695,055,424  $   46,964,342  $   44,895,348
                                     --------------  --------------  --------------  --------------
                                     --------------  --------------  --------------  --------------
</TABLE>
 
           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A7 THROUGH A10.
                                       A4
    
<PAGE>
   
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
 
For the years ended December 31, 1994 and 1993
 
<TABLE>
<CAPTION>
                                                                              SUBACCOUNTS
                                     ----------------------------------------------------------------------------------------------
 
                                                                                  HIGH
                                                 STOCK                          DIVIDEND                        NATURAL
                                                 INDEX                           STOCK                         RESOURCES
                                     ------------------------------  ------------------------------  ------------------------------
                                          1994            1993            1994            1993            1994            1993
                                     --------------  --------------  --------------  --------------  --------------  --------------
<S>                                  <C>             <C>             <C>             <C>             <C>             <C>
 
OPERATIONS:
  Net investment income (loss).....  $    1,368,945  $    1,184,798  $    2,792,568  $    1,337,669  $      (46,954) $       59,773
  Capital gains distributions
    received.......................         164,189         225,595       6,083,932       2,491,571         779,202         640,793
  Realized gain (loss) on shares
    redeemed
    [average cost basis]...........         259,874          32,871             761          70,333          18,048          43,548
  Net unrealized gain (loss) on
    investments....................      (1,916,111)      5,923,648      (9,002,731)      4,797,779      (2,969,198)      3,058,247
                                     --------------  --------------  --------------  --------------  --------------  --------------
 
NET INCREASE (DECREASE) IN NET
  ASSETS
  RESULTING FROM OPERATIONS........        (123,103)      7,366,912        (125,470)      8,697,352      (2,218,902)      3,802,361
                                     --------------  --------------  --------------  --------------  --------------  --------------
 
ACCUMULATION AND ANNUITY
  UNIT TRANSACTIONS
  Purchase payments and transfers
    in.............................      25,051,930      41,329,848      56,476,052      45,445,480      22,595,652      11,948,378
  Withdrawals and transfers out....     (21,235,055)    (15,017,829)    (16,677,253)     (7,489,547)     (6,958,109)     (4,313,171)
  Annuity benefit payments.........               0               0               0               0               0               0
                                     --------------  --------------  --------------  --------------  --------------  --------------
 
NET INCREASE (DECREASE) IN NET
  ASSETS
  RESULTING FROM ACCUMULATION
  AND ANNUITY UNIT TRANSACTIONS....       3,816,875      26,312,019      39,798,799      37,955,933      15,637,543       7,635,207
                                     --------------  --------------  --------------  --------------  --------------  --------------
 
NET INCREASE (DECREASE) IN NET
  ASSETS
  RESULTING FROM SURPLUS
  TRANSFERS........................        (371,895)       (296,062)       (632,229)      1,221,088         (79,910)        420,911
                                     --------------  --------------  --------------  --------------  --------------  --------------
 
TOTAL INCREASE (DECREASE)
  IN NET ASSETS....................       3,321,877      33,382,869      39,041,100      47,874,373      13,338,731      11,858,479
 
NET ASSETS:
  Beginning of year................     107,349,560      73,966,691      79,971,209      32,096,836      26,984,614      15,126,135
                                     --------------  --------------  --------------  --------------  --------------  --------------
  End of year......................  $  110,671,437  $  107,349,560  $  119,012,309  $   79,971,209  $   40,323,345  $   26,984,614
                                     --------------  --------------  --------------  --------------  --------------  --------------
                                     --------------  --------------  --------------  --------------  --------------  --------------
</TABLE>
 
           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A7 THROUGH A10.
                                       A5
    
<PAGE>
   
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
 
For the years ended December 31, 1994 and 1993
 
<TABLE>
<CAPTION>
                                                        SUBACCOUNTS (CONTINUED)
                                     --------------------------------------------------------------
 
                                                 GLOBAL                        GOVERNMENT
                                                 EQUITY                        SECURITIES
                                     ------------------------------  ------------------------------
                                          1994            1993            1994            1993
                                     --------------  --------------  --------------  --------------
<S>                                  <C>             <C>             <C>             <C>
 
OPERATIONS:
  Net investment income (loss).....  $     (373,260) $      (30,953) $    5,225,646  $    3,900,433
  Capital gains distributions
    received.......................          65,614          90,352               0         366,678
  Realized gain (loss) on shares
    redeemed
    [average cost basis]...........               0             841        (399,560)         16,378
  Net unrealized gain (loss) on
    investments....................      (2,777,408)      2,161,484     (11,673,679)      3,456,697
                                     --------------  --------------  --------------  --------------
 
NET INCREASE (DECREASE) IN NET
  ASSETS
  RESULTING FROM OPERATIONS........      (3,085,054)      2,221,724      (6,847,593)      7,740,186
                                     --------------  --------------  --------------  --------------
 
ACCUMULATION AND ANNUITY
  UNIT TRANSACTIONS
  Purchase payments and transfers
    in.............................      57,303,177      10,583,508      28,377,318      51,429,689
  Withdrawals and transfers out....     (10,239,326)     (1,968,831)    (30,903,929)    (13,121,709)
  Annuity benefit payments.........               0               0               0               0
                                     --------------  --------------  --------------  --------------
 
NET INCREASE (DECREASE) IN NET
  ASSETS
  RESULTING FROM ACCUMULATION
  AND ANNUITY UNIT TRANSACTIONS....      47,063,851       8,614,677      (2,526,611)     38,307,980
                                     --------------  --------------  --------------  --------------
 
NET INCREASE (DECREASE) IN NET
  ASSETS
  RESULTING FROM SURPLUS
  TRANSFERS........................       1,994,463         375,147         977,702        (426,371)
                                     --------------  --------------  --------------  --------------
 
TOTAL INCREASE (DECREASE)
  IN NET ASSETS....................      45,973,260      11,211,548      (8,396,502)     45,621,795
 
NET ASSETS:
  Beginning of year................      14,548,740       3,337,192     104,505,917      58,884,122
                                     --------------  --------------  --------------  --------------
  End of year......................  $   60,522,000  $   14,548,740  $   96,109,415  $  104,505,917
                                     --------------  --------------  --------------  --------------
                                     --------------  --------------  --------------  --------------
</TABLE>
 
           SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A7 THROUGH A10.
                                       A6
    
<PAGE>
   
                        NOTES TO FINANCIAL STATEMENTS OF
         THE PRUDENTIAL QUALIFIED INDIVIDUAL VARIABLE CONTRACT ACCOUNT
          FOR THE YEARS ENDED DECEMBER 31, 1994 AND DECEMBER 31, 1993
 
NOTE 1:  GENERAL
 
The Prudential Qualified Individual Variable Contract Account (the "Account") of
The  Prudential Insurance Company of  America ("The Prudential") was established
on October 12, 1982 by  a resolution of The  Prudential's Board of Directors  in
conformity  with insurance laws  of the State  of New Jersey.  The assets of the
Account are segregated from The Prudential's other assets.
 
The Account is registered under the Investment Company Act of 1940, as  amended,
as  a unit  investment trust. There  are eleven subaccounts  within the Account,
each of which invests only in a corresponding portfolio of The Prudential Series
Fund, Inc.  (the "Series  Fund").  The Series  Fund  is a  diversified  open-end
management investment company, and is managed by The Prudential.
 
NOTE 2:  INVESTMENT INFORMATION FOR THE PRUDENTIAL SERIES FUND, INC. PORTFOLIOS
 
The  net asset value per share for each portfolio of the Series Fund, the number
of shares of  each portfolio  held by  the subaccounts  of the  Account and  the
aggregate  cost  of investments  in such  shares  at December  31, 1994  were as
follows:
<TABLE>
<CAPTION>
                                                        PORTFOLIOS
                              ---------------------------------------------------------------
                                                                                AGGRESSIVELY
         PORTFOLIO                 MONEY                           COMMON         MANAGED
        INFORMATION               MARKET            BOND           STOCK          FLEXIBLE
- ----------------------------  ---------------  --------------  --------------  --------------
<S>                           <C>              <C>             <C>             <C>
Number of shares:                  8,113,830        9,696,886      22,096,498      48,416,480
Net asset value per share:     $     10.0000   $      10.0384  $      20.6624  $      15.4960
Cost:                          $  81,138,297   $  105,017,982  $  412,822,896  $  727,073,771
 
<CAPTION>
 
                                                  PORTFOLIOS (CONTINUED)
                              ---------------------------------------------------------------
                              CONSERVATIVELY        HIGH                            HIGH
         PORTFOLIO                MANAGED          YIELD           STOCK          DIVIDEND
        INFORMATION              FLEXIBLE           BOND           INDEX           STOCK
- ----------------------------  ---------------  --------------  --------------  --------------
<S>                           <C>              <C>             <C>             <C>
Number of shares:                 54,494,885        6,372,488       7,399,273       8,216,727
Net asset value per share:     $     14.0950   $       7.3655  $      14.9571  $      14.4842
Cost:                          $ 758,814,721   $   52,036,672  $   97,435,875  $  121,036,585
</TABLE>
 
<TABLE>
<CAPTION>
                                           PORTFOLIOS (CONTINUED)
                              ------------------------------------------------
         PORTFOLIO                NATURAL           GLOBAL        GOVERNMENT
        INFORMATION              RESOURCES          EQUITY        SECURITIES
- ----------------------------  ----------------  --------------  --------------
<S>                           <C>               <C>             <C>
Number of shares:                    2,791,861       4,360,720       9,187,095
Net asset value per share:    $        14.4432  $      13.8789  $      10.4614
Cost:                         $     39,456,547  $   61,226,399  $  103,561,381
</TABLE>
 
NOTE 3:  CHARGES AND EXPENSES
 
A.  Mortality Risk and Expense Risk Charges
 
    The mortality risk  and expense risk  charges at effective  annual rates  of
    0.8%  and 0.4%,  respectively (for  a total of  1.2% per  year), are applied
    daily against  the net  assets representing  equity of  Contract owners  and
    annuitants held in each subaccount.
 
B.  Deferred Sales Charge
 
    A  deferred sales charge is imposed  upon the withdrawal of certain purchase
    payments  to  compensate  The  Prudential  for  sales  and  other  marketing
    expenses. The amount of any sales charge will depend on the amount withdrawn
    and  the number of Contract years that have elapsed since the Contract owner
    or annuitant made  the purchase payments  deemed to be  withdrawn. No  sales
    charge is made against the
 
                                       A7
    
<PAGE>
   
    withdrawal  of  investment  income. A  reduced  sales charge  is  imposed in
    connection with the withdrawal of a purchase payment to effect an annuity if
    three or more Contract  years have elapsed since  the Contract date,  unless
    the  annuity effected is an annuity certain. No sales charge is imposed upon
    death benefit payments or upon transfers made between subaccounts.
 
C.  Annual Maintenance Charge
 
    An annual maintenance  charge of $30  will be  deducted if and  only if  the
    Contract  fund is less than $10,000 on a Contract anniversary or at the time
    a full withdrawal is effected, including a withdrawal to effect an  annuity.
    The  charge is  made by reducing  accumulation units credited  to a Contract
    owner's account.
 
NOTE 4:  TAXES
 
The operations  of the  subaccounts form  a part  of, and  are taxed  with,  the
operations  of The  Prudential. Under  the Internal  Revenue Code,  all ordinary
income and capital gains allocated to the Contract owners and annuitants are not
taxed to The Prudential. As a result, the unit values of the subaccounts are not
affected by federal income taxes on distributions received by the subaccounts.
 
NOTE 5:  ACCUMULATION UNIT TRANSACTIONS
 
The number of Accumulation Units purchased and withdrawn (throughout the periods
indicated) was as follows:
 
<TABLE>
<CAPTION>
                                                         ACCUMULATION UNITS PURCHASED
                           -----------------------------------------------------------------------------------------
                                                                       AGGRESSIVELY   CONSERVATIVELY       HIGH
                               MONEY                                      MANAGED         MANAGED          YIELD
       YEARS ENDED            MARKET          BOND       COMMON STOCK    FLEXIBLE        FLEXIBLE          BOND
- -------------------------  -------------  -------------  ------------  -------------  ---------------  -------------
<S>                        <C>            <C>            <C>           <C>            <C>              <C>
December 31, 1993 (*As
Restated)................     23,340,841     13,039,819    32,208,774    52,858,865       73,786,401      14,461,131*
December 31, 1994........     31,826,648      7,361,522    33,894,414    49,876,597       70,425,760      10,707,453
</TABLE>
 
<TABLE>
<CAPTION>
                                            ACCUMULATION UNITS PURCHASED (CONTINUED)
                           --------------------------------------------------------------------------
                                              HIGH
                               STOCK        DIVIDEND       NATURAL        GLOBAL        GOVERNMENT
       YEARS ENDED             INDEX          STOCK       RESOURCES       EQUITY        SECURITIES
- -------------------------  -------------  -------------  ------------  -------------  ---------------
<S>                        <C>            <C>            <C>           <C>            <C>
December 31, 1993........     24,290,743     22,839,238     6,734,448     8,240,679       34,162,842
December 31, 1994........     14,230,847     26,616,384    12,248,633    40,822,550       18,961,045
</TABLE>
 
<TABLE>
<CAPTION>
                                                         ACCUMULATION UNITS WITHDRAWN
                           -----------------------------------------------------------------------------------------
                                                                       AGGRESSIVELY   CONSERVATIVELY       HIGH
                               MONEY                        COMMON        MANAGED         MANAGED          YIELD
       YEARS ENDED            MARKET          BOND          STOCK        FLEXIBLE        FLEXIBLE          BOND
- -------------------------  -------------  -------------  ------------  -------------  ---------------  -------------
<S>                        <C>            <C>            <C>           <C>            <C>              <C>
December 31, 1993 (*As
Restated)................     32,471,573      5,900,299    10,174,408    22,007,731       24,058,515       4,569,171*
December 31, 1994........     31,018,983      9,102,943    14,731,913    29,967,089       36,465,282       7,972,510
</TABLE>
 
<TABLE>
<CAPTION>
                                            ACCUMULATION UNITS WITHDRAWN (CONTINUED)
                           --------------------------------------------------------------------------
                                              HIGH
                               STOCK        DIVIDEND       NATURAL        GLOBAL        GOVERNMENT
       YEARS ENDED             INDEX          STOCK       RESOURCES       EQUITY        SECURITIES
- -------------------------  -------------  -------------  ------------  -------------  ---------------
<S>                        <C>            <C>            <C>           <C>            <C>
December 31, 1993........      8,765,765      3,782,454     2,507,669     1,603,177        8,694,802
December 31, 1994........     12,034,054      7,868,834     3,787,667     7,326,708       20,916,418
</TABLE>
 
NOTE 6:  NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM SURPLUS TRANSFERS
 
The  increase  (decrease)  in  net  assets  resulting  from  surplus   transfers
represents the net contributions of The Prudential to the Account.
 
                                       A8
    
<PAGE>
   
NOTE 7:  ACCUMULATION AND ANNUITY UNIT INFORMATION
 
<TABLE>
<CAPTION>
                                                              ACCUMULATION UNIT VALUE
                                     --------------------------------------------------------------------------
                                                                VALUE AT END OF YEAR
                                                                          AGGRESSIVELY CONSERVATIVELY   HIGH
                                       MONEY                   COMMON       MANAGED       MANAGED       YIELD
                                      MARKET       BOND         STOCK      FLEXIBLE      FLEXIBLE       BOND
                                     ---------  -----------  -----------  -----------  -------------  ---------
<S>                                  <C>        <C>          <C>          <C>          <C>            <C>
December 31, 1985..................  $  1.2102   $  1.3325    $  1.3716    $  1.3131     $  1.3284    $  --
December 31, 1986..................     1.2739      1.5069       1.5598       1.4983        1.4985       --
December 31, 1987..................     1.3409      1.4932       1.5668       1.4534        1.5034       0.9410
December 31, 1988..................     1.4227      1.5964       1.8123       1.6205        1.6368       1.0523
December 31, 1989..................     1.5358      1.7902       2.3233       1.9499        1.8923       1.0186
December 31, 1990..................     1.6413      1.9159       2.1759       1.9634        1.9681       0.8872
December 31, 1991..................     1.7218      2.2044       2.7093       2.4335        2.3157       1.2202
December 31, 1992..................     1.7658      2.3345       3.0562       2.5874        2.4471       1.4171
December 31, 1993 (*As Restated)...     1.7963      2.5407       3.6806       2.9552        2.7132       1.6701*
December 31, 1994..................     1.8469      2.4295       3.7380       2.8277        2.6551       1.6054
</TABLE>
 
<TABLE>
<CAPTION>
                                                   ACCUMULATION UNIT VALUE (CONTINUED)
                                     ---------------------------------------------------------------
                                                          VALUE AT END OF YEAR
                                                   HIGH
                                       STOCK     DIVIDEND      NATURAL      GLOBAL      GOVERNMENT
                                       INDEX       STOCK      RESOURCES     EQUITY      SECURITIES
                                     ---------  -----------  -----------  -----------  -------------
<S>                                  <C>        <C>          <C>          <C>          <C>
December 31, 1985..................  $  --       $  --        $  --        $  --         $  --
December 31, 1986..................     --          --           --           --            --
December 31, 1987..................     0.8594      --           --           --            --
December 31, 1988..................     0.9803      1.0987       1.0379       --            --
December 31, 1989..................     1.2683      1.3318       1.3911       1.1145        1.1079
December 31, 1990..................     1.2077      1.2669       1.2954       0.9590        1.1639
December 31, 1991..................     1.5480      1.5962       1.4118       1.0556        1.3354
December 31, 1992..................     1.6386      1.7369       1.4969       1.0073        1.3966
December 31, 1993..................     1.7757      2.0989       1.8513       1.4248        1.5534
December 31, 1994..................     1.7723      2.1038       1.7507       1.3391        1.4556
</TABLE>
 
<TABLE>
<CAPTION>
                                            ANNUITY UNIT VALUE USING A 3 1/2% ASSUMED INVESTMENT RESULT
                                     --------------------------------------------------------------------------
                                                                VALUE AT END OF YEAR
                                                                          AGGRESSIVELY CONSERVATIVELY   HIGH
                                       MONEY                   COMMON       MANAGED       MANAGED       YIELD
                                      MARKET       BOND         STOCK      FLEXIBLE      FLEXIBLE       BOND
                                     ---------  -----------  -----------  -----------  -------------  ---------
<S>                                  <C>        <C>          <C>          <C>          <C>            <C>
December 31, 1985..................  $  1.1073   $  1.2199    $  1.2552    $  1.2007     $  1.2154    $  --
December 31, 1986..................     1.1263      1.3330       1.3792       1.3238        1.3248       --
December 31, 1987..................     1.1454      1.2763       1.3386       1.2408        1.2842       0.9130
December 31, 1988..................     1.1741      1.3183       1.4960       1.3366        1.3510       0.9864
December 31, 1989..................     1.2248      1.4285       1.8531       1.5541        1.5091       0.9225
December 31, 1990..................     1.2643      1.4767       1.6754       1.5116        1.5161       0.7761
December 31, 1991..................     1.2813      1.6417       2.0157       1.8102        1.7235       1.0312
December 31, 1992..................     1.2692      1.6793       2.1964       1.8591        1.7593       1.1567
December 31, 1993 (*As Restated)...     1.2477      1.7661       2.5559       2.0517        1.8847       1.3172*
December 31, 1994..................     1.2393      1.6317       2.5079       1.8968        1.7820       1.2233
</TABLE>
 
<TABLE>
<CAPTION>
                                     ANNUITY UNIT VALUE USING A 3 1/2% ASSUMED INVESTMENT RESULT
                                     (CONTINUED)
                                     -------------------------------------------------------------------
                                                            VALUE AT END OF YEAR
                                                   HIGH
                                       STOCK     DIVIDEND      NATURAL       GLOBAL        GOVERNMENT
                                       INDEX       STOCK      RESOURCES      EQUITY        SECURITIES
                                     ---------  -----------  -----------  -------------  ---------------
<S>                                  <C>        <C>          <C>          <C>            <C>
December 31, 1985..................  $  --       $  --        $  --         $  --           $  --
December 31, 1986..................     --          --           --            --              --
December 31, 1987..................     0.8532      --           --            --              --
December 31, 1988..................     0.9404      1.0664       1.0141        --              --
December 31, 1989..................     1.1757      1.2490       1.3135        1.0735          1.0826
December 31, 1990..................     1.0812      1.1476       1.1813        0.8923          1.0987
December 31, 1991..................     1.3391      1.3970       1.2440        0.9488          1.2179
December 31, 1992..................     1.3693      1.4684       1.2739        0.8746          1.2302
December 31, 1993..................     1.4338      1.7036       1.5300        1.1953          1.3222
December 31, 1994..................     1.3828      1.6499       1.3980        1.0855          1.1971
</TABLE>
 
Payments  to annuitants under  Contracts providing for  a variable payout option
are based on the value of an Annuity Unit. The investment results of the Account
are reflected in the changes in the value of an Annuity Unit to the extent  that
they  are greater or less than the  assumed investment result in the annuitant's
Contract.
 
                                       A9
    
<PAGE>
   
NOTE 8:  RESTATEMENT
 
Subsequent to the issuance of the Account's previously issued December 31,  1993
financial  statements, The  Prudential determined  that in  the High  Yield Bond
subaccount, net assets and net increase in net assets resulting from  operations
were overstated by approximately $271,764 due to the overvaluation of a security
held  in the High Yield Bond Portfolio of  the Series Fund at December 31, 1993.
Accordingly,  the  comparative  1993  financial  information  included  in   the
statements of changes in net assets of the Account has been restated.
 
                                      A10
    
<PAGE>
   
                          INDEPENDENT AUDITORS' REPORT
 
To the Contract Owners of
The Prudential Qualified Individual Variable Contract
Account and the Board of Directors
of The Prudential Insurance Company of America
Newark, New Jersey
 
We have audited the accompanying statements of net assets of The Prudential
Qualified Individual Variable Contract Account of The Prudential Insurance
Company of America (comprising, respectively, the Money Market, Bond, Common
Stock, Aggressively Managed Flexible, Conservatively Managed Flexible, High
Yield Bond, Stock Index, High Dividend Stock, Natural Resources, Global Equity
and Government Securities subaccounts) as of December 31, 1994, the related
statements of operations for the periods presented in the year then ended, and
the statements of changes in net assets for each of the periods presented in the
two years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
 
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1994. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, such financial statements present fairly, in all material
respects, the financial position of each of the respective subaccounts
constituting The Prudential Qualified Individual Variable Contract Account as of
December 31, 1994, the results of their operations, and the changes in their net
assets for the respective stated periods in conformity with generally accepted
accounting principles.
 
As discussed in Note 8, the 1993 financial statements of The Prudential
Qualified Individual Variable Contract Account have been restated.
 
Deloitte & Touche LLP
Parsippany, New Jersey
February 10, 1995
 
                                      A11
    


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


                             CONSOLIDATED STATEMENTS
                              OF FINANCIAL POSITION
<TABLE>
<CAPTION>

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

<S>                                           <C>       <C>     
ASSETS

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

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



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

<TABLE>
<CAPTION>

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

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

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

</TABLE>


                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                      F-1
<PAGE>   2


                                                            

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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

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

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

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


<TABLE>


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

</TABLE>


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

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

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                      F-2

<PAGE>   3


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

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

1. ACCOUNTING POLICIES AND PRINCIPLES

   A. PRINCIPLES OF CONSOLIDATION

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

   B. BASIS OF PRESENTATION

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

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

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

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

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

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

   C. FUTURE APPLICATION OF ACCOUNTING STANDARDS

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

   D. INVESTED ASSETS

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

                                      F-3

<PAGE>   4

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

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

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

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

      Policy loans are stated primarily at unpaid principal balances.

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

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

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

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

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

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

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

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


                                      F-4

<PAGE>   5


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

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

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

<TABLE>
<CAPTION>

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

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


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

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

   E. FUTURE POLICY BENEFITS, LOSSES AND CLAIMS

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

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

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

                                      F-5


<PAGE>   6


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

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

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

<TABLE>
<CAPTION>

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

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

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

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

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

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

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

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

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

</TABLE>


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

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

   F. REVENUE RECOGNITION AND RELATED EXPENSES

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

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

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

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

                                      F-6

<PAGE>   7

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

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

   G. INCOME TAXES

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

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

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

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

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

   H. SEPARATE ACCOUNTS

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

   I. DERIVATIVE FINANCIAL INSTRUMENTS

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

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

2. RESTRICTED ASSETS AND SPECIAL DEPOSITS

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

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

                                      F-7

<PAGE>   8


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

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

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

3. FIXED MATURITIES

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

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

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

</TABLE>


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


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

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

</TABLE>

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

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

                                      F-8

<PAGE>   9


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

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

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

4. MORTGAGE LOANS

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

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

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

</TABLE>



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

5. EMPLOYEE BENEFIT PLANS

  A. PENSION PLANS

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

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

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

<TABLE>
<CAPTION>

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

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

</TABLE>

                                      F-9

<PAGE>   10


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

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

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

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

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


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

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

</TABLE>


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

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

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

<TABLE>
<CAPTION>

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

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

</TABLE>


   B. POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS

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

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

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

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

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

                                      F-10

<PAGE>   11


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

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

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

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

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

</TABLE>


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

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

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


<TABLE>
<CAPTION>

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


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


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

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

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

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

</TABLE>



                                      F-11


<PAGE>   12


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

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

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

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

6. NOTES PAYABLE AND OTHER BORROWINGS

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

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


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

</TABLE>


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

7. CAPITAL NOTES

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

8. SPECIAL SURPLUS FUND

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

9. FAIR VALUE INFORMATION

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

                                      F-12
<PAGE>   13



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

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

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

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

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

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

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

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

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


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

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

Financial liabilities:

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

</TABLE>



                                      F-13

<PAGE>   14



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

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

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

    A.  DERIVATIVE FINANCIAL INSTRUMENTS

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

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

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


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

<TABLE>
<CAPTION>

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

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

</TABLE>


<TABLE>
<CAPTION>
                                                                                                    
                                                                                
                                                                        TOTAL                     
                                                   ----------------------------------------------
                                                                  CARRYING              ESTIMATED   
                                                   NOTIONAL        AMOUNT             FAIR VALUE 
                                                   --------       --------            ----------

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

</TABLE>

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


                                      F-14

<PAGE>   15





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

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

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

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

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

B. OFF-BALANCE-SHEET CREDIT-RELATED INSTRUMENTS

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

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

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

                                      F-15


<PAGE>   16


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

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

11. CONTINGENCIES

    A. ENVIRONMENTAL-RELATED CLAIMS

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

    B. LAWSUITS

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

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

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

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

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

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

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

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

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

                                      F-16

<PAGE>   17

                          INDEPENDENT AUDITORS' REPORT

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

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

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

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

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

                                      F-17


<PAGE>

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

A. Subaccount Unit Values

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

On any given business day the value of Units in each subaccount will be
determined by multiplying the value of a Unit of that subaccount for the
preceding business day by the net investment factor for that subaccount for the
current business day. The net investment factor for any business day is
determined by dividing the value of the assets of the subaccount for that day by
the value of the assets of the subaccount for the preceding business day
(ignoring, for this purpose, changes resulting from new purchase payments and
withdrawals), and subtracting from the result the daily equivalent of the 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.


                                       C1

<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.


                                       C2

<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)

          (c)  Endorsement WVQ-84 to the Contract (Forms WVQ-83, QVIP-84 and
               VIP-86) for use in the IRA/SEPP markets. (Note 6)

          (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 17)
    

     (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)

          (c)  Revised Application Form VAQ 201 Ed 9/86. (Note 10)

          (d)  Revised Application Form VAQ 201 Ed 11/86. (Note 12)
   
          (e)  Application for an Annuity contract ORD 87348-92. (Note 17)

          (f)  Supplement to the Annuity application ORD 87454-92. 
               (Note 17)
    
     (6)  (a)  Charter of The Prudential Insurance Company of America, as
               amended February 26, 1988. (Note 15)

   
          (b)  By-laws of The Prudential Insurance Company of America, as
                     amended January 10, 1995. (Note 19) 
    

    (7) Contract of reinsurance in connection with variable annuity contract
        --Not Applicable.

    (8) Other material contracts performed in whole or in part after the date
        the registration statement is filed:

        (a)  Purchase Agreement between The Prudential Series Fund, Inc.
             and The Prudential Insurance Company of America. (Note 3)
   
    (9) Opinion of Counsel and consent to its use as to legality of the
        securities being registered. (Note 1)

   (10) Written consent of Deloitte & Touche LLP, independent auditors. (Note 1)
    
   (11) All financial statements omitted from Item 23, Financial Statements--
        Not Applicable.

   (12) Agreements in consideration for providing initial capital between or
        among Registrant, Depositor, Underwriter, or initial contract owners--
        Not Applicable.
   
   (13) Schedule of Performance Computations. (Note 1)

   (14) Powers of Attorney. (Note 18)

   (27) Financial Data Schedule (Note 1)
    
(Note 1)  Filed herewith.

(Note 2)  Incorporated by reference to Registrant's Form N-8B-2, filed December
          15, 1982.

(Note 3)  Incorporated by reference to Pre-Effective Amendment No. 2 to this
          Registration Statement, filed March 10, 1983.

(Note 4)  Incorporated by reference to Pre-Effective Amendment No. 3 to this
          Registration Statement, filed April 27, 1983.

(Note 5)  Incorporated by reference to Post-Effective Amendment No. 1 to this
          Registration Statement, filed December 8, 1983.

(Note 6)  Incorporated by reference to Post-Effective Amendment No. 2 to this
          Registration Statement, filed March 22, 1984.

(Note 7)  Incorporated by reference to Post-Effective Amendment No. 3 to this
          Registration Statement, filed April 27, 1984.

(Note 8)  Incorporated by reference to Post-Effective Amendment No. 4 to this
          Registration Statement, filed April 30, 1985.

(Note 9)  Incorporated by reference to Post-Effective Amendment No. 6 to this
          Registration Statement, filed April 30, 1986.

(Note 10) Incorporated by reference to Post-Effective Amendment No. 7 to this
          Registration Statement, filed July 9, 1986.

(Note 11) Incorporated by reference to Post-Effective Amendment No. 8 to this
          Registration Statement, filed October 23, 1986.

(Note 12) Incorporated by reference to Post-Effective Amendment No. 10 to this
          Registration Statement, filed April 27, 1987.

                                      C-3
<PAGE>

(Note 13) Incorporated by reference to Post-Effective Amendment No. 4 to Form
          S-6, Registration No. 33-20000, filed March 2, 1990, on behalf of The
          Prudential Variable Appreciable Account.

(Note 14) Incorporated by reference to Post-Effective Amendment No. 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. 20 to Form
          N-4, Registration No. 2-81318, filed April 28, 1994.

(Note 18) Incorporated by reference to Post-Effective Amendment No. 15 to Form
          S-6, Registration No. 33-20000, filed April XX, 1995, on behalf of 
          the Prudential Variable Appreciable Account.

(Note 19) Incorporated by reference to Post-Effective Amendment No. 26 to Form
          N-3, Registration No. 2-76580, filed April XX, 1995, on behalf of the
          Prudential Variable Contract Account-10.
    
ITEM 25.  DIRECTORS AND OFFICERS OF THE DEPOSITOR

Incorporated by reference to The Prudential 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.


                                      C-4

<PAGE>

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.

ITEM 28. INDEMNIFICATION
   
The Prudential Directors' and Officers' Liability and Corporation Reimbursement
Program, purchased by The Prudential from Aetna Casualty & Surety Company, CNA
Insurance Company, Lloyds of London, Great American Insurance Company, Reliance
Insurance Company, Corporate Officers & Directors Assurance Ltd., A.C.E.
Insurance Company, Ltd., XL Insurance Company, Ltd., and Zurich-American
Insurance Company, provides coverage for "Loss" (as defined in the policies)
arising from any claim or claims by reason of any actual or alleged act, error,
misstatement, misleading statement, omission, or breach of duty by persons in
the discharge of their duties solely in their capacities as directors or
officers of The Prudential, any of its subsidiaries, or certain investment
companies affiliated with The Prudential. Coverage is also provided to the
individual directors or officers for such Loss, for which they shall not be
indemnified. Loss essentially is the legal liability on claims against a
director or officer, including adjudicated damages, settlements and reasonable
and necessary legal fees and expenses incurred in defense of adjudicatory
proceedings and appeals therefrom. Loss does not include punitive or exemplary
damages or the multiplied portion of any multiplied damage award, criminal or
civil fines or penalties imposed by law, taxes or wages, or matters which are
insurable under the law pursuant to which the policies are construed.

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

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

The relevant provisions of New Jersey law permitting or requiring
indemnification, New Jersey being the state of organization of The Prudential,
can be found in Section 14A:3-5 of the New Jersey Statutes Annotated. The text
of The Prudential's by-law 27, which relates to indemnification of officers and
directors, is incorporated by reference to Exhibit (6)(b) to this Registration
Statement.
    
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

ITEM 29. PRINCIPAL UNDERWRITERS

(a)  Pruco Securities Corporation also acts as principal underwriter for the
     Pruco Life PRUvider Variable Appreciable Account, the Pruco Life Variable
     Universal Account, the Pruco Life Variable Insurance Account, the Pruco
     Life

                                      C-5
<PAGE>

     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.

(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.

(c)  Not Applicable.

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-6
<PAGE>
                                   SIGNATURES

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

    

(Seal)     The Prudential 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. 22
to the Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
    

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

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

/s/ * 
- --------------------------------------
Frederic K. Becker
Director
    
/s/ * 
- --------------------------------------
William W. Boeschenstein
Director

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

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

                                      C-7
<PAGE>
                                            
/s/ *                                    April 27, 1995 
- --------------------------------------       
Carolyne K. Davis
Director

/s/ * 
- --------------------------------------
Roger A. Enrico
Director
   
/s/ *                                   *By:  /s/ THOMAS C. CASTANO 
- --------------------------------------        ---------------------
Allan D. Gilmour                              Thomas C. Castano
Director                                      (Attorney-in-Fact)
    
/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/ * 
- --------------------------------------
Charles R. Sitter
Director

/s/ * 
- --------------------------------------
Donald L. Staheli
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-8
<PAGE>
                                             
/s/ *                                     April 27, 1995 
- --------------------------------------        
Joseph H. Williams
Director
                                          *By:  /s/ THOMAS C. CASTANO
                                                ---------------------
                                                Thomas C. Castano
                                                (Attorney-in-Fact)


                                      C-9
<PAGE>
   
                                 EXHIBIT INDEX

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

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

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

(27) Financial Data Schedule.                                          Page C-23

                                      C-10
    

                                                                  Exhibit 9

                                                                  April 24, 1995
   
The Prudential Insurance Company
 of America
Prudential Plaza
Newark, New Jersey 07102-3777

Gentlemen:

In my capacity as Chief Counsel Variable Products of The Prudential
Insurance Company of America, I have reviewed the establishment of The
Prudential Qualified Individual Variable Contract Account (the "Account") on
October 12, 1982, by the Board of Directors of The Prudential Insurance Company
of America ("The Prudential") as a separate account for assets applicable to
certain qualified variable annuity contracts, pursuant to the provisions of
Section 17B:28-7 of the Revised Statutes of New Jersey. I am responsible for
oversight of the preparation and review of the Registration Statement on Form
N-4, as amended, filed by The Prudential with the Securities and Exchange
Commission (Registration No. 2-81318) under the Securities Act of 1933 for the
registration of certain qualified variable annuity contracts issued with respect
to the Account.

I am of the following opinion:

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

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

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

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

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

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

Very truly yours,



Clifford E. Kirsch

                                      C-11
    


                                                                      Exhibit 10
   

                         INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Post-Effective Amendment No. 22 to Registration
Statement No. 2-81318 on Form N-4 of The Prudential Qualified Individual
Variable Contract Account of The Prudential Insurance Company of America of our
report dated February 10, 1995, relating to the financial statements of The
Prudential Qualified Individual Variable Contract Account, and of our report
dated March 1, 1995, except for Note 12, as to which the date is April 25, 1995,
relating to the consolidated financial statements of The Prudential Insurance
Company of America and subsidiaries appearing in the Statement of Additional
Information, which is part of such Registration Statement, and to the reference
to us under the heading "Experts", also appearing in such Statement of
Additional Information.


/s/ DELOITTE & TOUCHE LLP
Parsippany, New Jersey
April 27, 1995
    

                                      C-12
<PAGE>
   
<TABLE>

ANNUALIZED RATES OF RETURN

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

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

</TABLE>


<TABLE>

ANNUALIZED RATES OF RETURN

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

ANNUALIZED ROR BEFORE LOAD .......    6.04%    9.72%    7.46%    6.75%    9.32%    9.27%    4.42%    6.66%    3.43%    5.35% TABLE 2
                                                                   
AMT SUBJ TO LOAD IF + RETURN .....   865.90   841.01   856.68   861.35   843.90   844.25   875.86   861.97   881.62   870.21
AMT SUBJ TO LOAD IF - RETURN .....  1206.94  1430.93  1289.87  1247.82  1404.94  1401.75  1117.23  1242.25  1065.39  1168.11
AMT SUBJ TO LOAD .................   865.90   841.01   856.68   861.35   843.90   844.25   875.86   861.97   881.62   870.21
5TH (OR INCEPTION) SALE CHARGE ...    3.00%    3.00%    3.00%    3.00%    3.00%    3.00%    3.00%    3.00%    3.00%    3.00%
AMT OF LOAD ......................    25.98    25.23    25.70    25.84    25.32    25.33    26.28    25.86    26.45    26.11
ERV LESS LOAD ....................  1315.07  1564.69  1407.49  1360.62  1535.72  1532.18  1215.09  1354.42  1157.32  1271.80
                                    -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
ANN.5YR RET W/LOAD AND ADM CHG ...    5.63%    9.37%    7.08%    6.35%    8.96%    8.91%    3.97%    6.26%    2.97%    4.93% TABLE 1

                                                                C-13
    
</TABLE>

<PAGE>
   
<TABLE>

ANNUALIZED RATES OF RETURN

<CAPTION>
                        
            VIP/QVIP                  BOND    STOCK     AGGR     CONS    HI DIV     HY    NTL RES   STIX     GLEQ     GVSC
           ---------                -------  -------  -------  -------  -------  -------  -------  -------  -------  -------
<S>                                 <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
10 YR RATE OF RETURN

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

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

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

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


                                                                C-14
    
</TABLE>
<PAGE>
   

ANNUALIZED RATES OF RETURN

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

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

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


AMT SUBJ TO LOAD IF + RETURN           790.27   647.47   736.51   765.10
AMT SUBJ TO LOAD IF - RETURN          1887.53  3172.80  2371.38  2114.06
AMT SUBJ TO LOAD                       790.27   647.47   736.51   765.10
10TH (OR INCEPTION) SALE CHARGE         0.00%    0.00%    0.00%    0.00%
AMT OF LOAD                              0.00     0.00     0.00     0.00 
ERV LESS LOAD                         2097.26  3525.33  2634.87  2348.96
                                      -------  -------  -------  -------
                                                          
ANN. 10 YR RET W/LOAD AND ADM CHG       7.69%   13.43%   10.17%    8.91% TABLE 1


                                      C-15
    
<PAGE>

   
<TABLE>
<CAPTION>

TABLE 3 - CUMULATIVE TOTAL
                                                                                                           
                        A         B          C           D     D=(A/D)-1  E=(B/D)-1   F=(C/D)-1       G        
                      5 YR    SINCE INCP   10 YR               5 YR ROR   SINCPT RO     10 YR       1 YR
                    --------  ----------  -------    --------  ---------  ----------  ---------   ---------
<S>                 <C>       <C>         <C>        <C>         <C>       <C>        <C>        <C>
                                                                                      
BOND .............  1,341.04  2,378.82    2,097.26   1,000.00    34.10%    137.88%    109.73%    SEE TABLE 2  
HIYLD ............  1,557.50  1,573.14         N/A   1,000.00    55.75%     57.31%       N/A     SEE TABLE 2  
GVSC .............  1,297.90  1,437.03         N/A   1,000.00    29.79%     43.70%       N/A     SEE TABLE 2  
CSTK .............  1,589.92  3,667.78    3,525.33   1,000.00    58.99%    266.78%    252.53%    SEE TABLE 2  
SIND .............  1,380.28  2,180.80         N/A   1,000.00    38.03%    118.08%       N/A     SEE TABLE 2  
HIDV .............  1,561.04  2,075.49         N/A   1,000.00    56.10%    107.55%       N/A     SEE TABLE 2  
NATR .............  1,241.37  1,726.47         N/A   1,000.00    24.14%     72.65%       N/A     SEE TABLE 2  
GLEQ .............  1,183.77  1,318.91         N/A   1,000.00    18.38%     31.89%       N/A     SEE TABLE 2  
CONS .............  1,386.46  2,600.81    2,348.96   1,000.00    38.65%    160.08%    134.90%    SEE TABLE 2  
AGGR .............  1,433.19  2,769.96    2,634.87   1,000.00    43.32%    177.00%    163.49%    SEE TABLE 2  

</TABLE>

                                      C-16
    
<PAGE>
   
UNIT VALUES FOR YEAR-END SINCE INCEPTION FOR THE PRU VIP/QVIP PRODUCTS

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

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

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

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

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

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

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

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

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

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

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

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

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

</TABLE>

                                      C-17

    
<PAGE>

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

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


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

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

STEP 3 = 1*2                       0.000106196400462

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

STEP 5 = 4-3                            0.0014238036

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

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


                                      C-18
    
<PAGE>
   
     UNIT VALUES FOR YEAR-END SINCE INCEPTION FOR THE PRU VIP/QVI PRODUCTS


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


               WHOLE YEARS SINCE
                   INCEPTION                             11

                                                   UNIT VALUE

                   INCEPTION                        1.00000

                   31-Dec-83                        1.01629

                   31-Dec-84                        1.13678

                   31-Dec-85                        1.33247

                   31-Dec-86                        1.50690

                   31-Dec-87                        1.49322

                   31-Dec-88                        1.59635

                   31-Dec-89                        1.79017

                   31-Dec-90                        1.91594

                   31-Dec-91                        2.20438

                   31-Dec-92                        2.33452

                   31-Dec-93                        2.54072

                   30-Dec-94                        2.42952




ANNUAL ADMIN = $30/$9999 *1000

ANNUALIZED RATES OF RETURN

     VIP/QVIP                                 BOND
     --------                                 ----
1 YEAR % OF RETURN                       (E37-E35)/E35
ERV(ENDING REDEEMABLE VALUE)             ((E93+1)*1000)
ANNUAL ADMIN CHARGE                                      3
ERV LESS ADMIN CHARGE                    +E94-E95
ROR BEFORE LOAD                          (E96/1000)-1

AMT SUBJ TO LOAD IF + RETURN             +E96-(E96*0.1+E96-1000)
AMT SUBJ TO LOAD IF - RETURN             +E96-(E96*0.1)
AMT SUBJ TO LOAD                         @IF(E97>0.E99.E100)
1ST YEAR SALE CHARGE                                  0.07
AMT OF LOAD                              +E101*E102
ERV LESS ADMIN CHG & LOAD                +E96-E103
- -------------------------------          -------------
RETURN W/SALES LOAD AND ADM CHG          (E104/1000)-1




                                      C-19
    
<PAGE>
   
ANNUALIZED RATES OF RETURN


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

5 YR RATE OF RETURN

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

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


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

ANNUALIZED RATES OF RETURN

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

10 YR RATE OF RETURN

YEARS IN EXISTENCE                     @SUM($B$37-E7)/365.25
INCEPT. TO '83 ROR                     (E15-E13)/E13
INCEPT. TO '83 ERV                     ((E160+1)*1000)
ANNUAL ADMIN CHARGE                    @SUM($B$15-E7)/365.25
INCEPT. TO 83 ERV LESS ADMIN CHG       +E161-E162
'83 (OR INCEPT) TO '84 ROR             (E17-E15)/E15
'83 TO '84 ERV                         ((E164+1)*E163)
ANNUAL ADMIN CHARGE                    +$E$95
'83 TO '84 ERV LESS ADMIN CHG          +E165-E166
'84 TO '85 ROR                         (E19-E17)/E17
'84 TO '85 ERV                         ((E168+1)*E167)
ANNUAL ADMIN CHARGE                    +$E$95
'84 TO '85 ERV LESS ADMIN CHG          +E169-E170
'85 TO '86 ROR                         (E21-E19)/E19
'85 TO '86 ERV                         ((E172+1)*E171)
ANNUAL ADMIN CHARGE                    +$E$95
'85 TO '86 ERV LESS ADMIN CHG          +E173-E174
'86(OR INCEPT) TO '87 ROR              (E23-E21)/E21
'86 TO '87 ERV                         ((E176+1)*E175)
ANNUAL ADMIN CHARGE                    +$E$95
'86 TO '87 ERV LESS ADMIN CHG          +E177-E178
'87(OR INCEPT) TO '88 ROR              (E25-E23)/E23
'87 TO '88 ERV                         ((E180+1)*E179)
ANNUAL ADMIN CHARGE                    +$E$95
'87 TO '88 ERV LESS ADMIN CHG          +E181-E182
'88(OR INCEPT) TO '89 ROR              (E27-E25)/E25
'88 TO '89 ERV                         ((E184+1)*E183)
ANNUAL ADMIN CHARGE                    +$E$95
'88 TO '89 ERV LESS ADMIN CHG          +E185-E186
'89(OR INCEPT) TO '90 ROR              (E29-E27)/E27
'89 TO '90 ERV                         ((E188+1)*E187)
ANNUAL ADMIN CHARGE                    +$E$95
'89 TO '90 ERV LESS ADMIN CHG          +E189-E190
'90(OR INCEPT) TO '91 ROR              (E31-E29)/E29
'90 TO '91 ERV                         ((E192+1)*E191)
ANNUAL ADMIN CHARGE                    +$E$95
'90 TO '91 ERV LESS ADMIN CHG          +E193-E194
'91(OR INCEPT) TO '92 ROR              (E33-E31)/E31
'91 TO '92 ERV                         ((E196+1)*E195)
ANNUAL ADMIN CHARGE                    +$E$95
'91 TO '92 ERV LESS ADMIN CHG          +E197-E198
'92(OR INCEPT) TO '93 ROR              (E35-E33)/E33
'92 TO '93 ERV                         ((E200+1)*E199)
ANNUAL ADMIN CHARGE                    +$E$95
'92 TO '93 ERV LESS ADMIN CHG          +E201-E202
'93(OR INCEPT) TO '94 ROR              (E37-E35)/E35
'93 TO '94 ERV                         ((E204+1)*E203)
ANNUAL ADMIN CHARGE                    +$E$95
'93 TO '94 ERV LESS ADMIN CHG          +E205-E206

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



AMT SUBJ TO LOAD IF + RETURN           +E207-(E207*0.1+E207-1)
AMT SUBJ TO LOAD IF - RETURN           +E207-(E207*0.1)
AMT SUBJ TO LOAD                       @IF(E207>0.E213.E214)
10TH (OR INCEPTION) SALE CHARGE                 0
AMT OF LOAD                            +E215*E216
ERV LESS LOAD                          +E207-E217
- -------------------------------        ----------------------

ANN.10YR RET W/LOAD AND ADM CHG        (E218/1000)^(1/E159)-1

                                      C-20
    
<PAGE>
   

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


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


               WHOLE YEARS SINCE
                   INCEPTION                             11

                                                  UNIT VALUE

                   INCEPTION                        1.00000

                   31-Dec-83                        1.01629

                   31-Dec-84                        1.13678

                   31-Dec-85                        1.33247

                   31-Dec-86                        1.50690

                   31-Dec-87                        1.49322

                   31-Dec-88                        1.59635

                   31-Dec-89                        1.79017

                   31-Dec-90                        1.91594

                   31-Dec-91                        2.20438

                   31-Dec-92                        2.33452

                   31-Dec-93                        2.54072

                   30-Dec-94                        2.42952


                                      C-21
    
<PAGE>
   
ANNUALIZED RATES OF RETURN

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

10 YR RATE OF RETURN

YEARS IN EXISTENCE                             10

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

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



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

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

                                      C-22
    

<TABLE> <S> <C>

   
<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               DEC-31-1994
<INVESTMENTS-AT-COST>                        2,559,621
<INVESTMENTS-AT-VALUE>                       2,627,014
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                               2,627,014
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                          181,147
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                 2,627,014
<DIVIDEND-INCOME>                               85,217
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                  55,420
<EXPENSES-NET>                                  30,117
<NET-INVESTMENT-INCOME>                         55,100
<REALIZED-GAINS-CURRENT>                            19
<APPREC-INCREASE-CURRENT>                     (168,633)
<NET-CHANGE-FROM-OPS>                          (58,094)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                         261,857
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        
    

</TABLE>


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