PRUDENTIAL MUNICIPAL SERIES FUND
497, 1995-11-08
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<PAGE>
PRUDENTIAL MUNICIPAL SERIES FUND
- ------------------------------------------

STATEMENT OF ADDITIONAL INFORMATION
DATED NOVEMBER 1, 1995

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

Prudential   Municipal  Series  Fund  (the  Fund)  is  an  open-end,  management
investment  company,  or  mutual  fund,  consisting  of  fourteen  series--  the
Connecticut  Money Market Series, the Florida  Series, the Hawaii Income Series,
the Maryland Series,  the Massachusetts Series,  the Massachusetts Money  Market
Series,  the Michigan Series, the New Jersey Series, the New Jersey Money Market
Series, the  New  York Series,  the  New York  Money  Market Series,  the  North
Carolina  Series,  the  Ohio Series  and  the Pennsylvania  Series.  A fifteenth
series, the  New  York  Income  Series, is  not  currently  being  offered.  The
objective  of each series,  other than the Connecticut  Money Market Series, the
Massachusetts Money Market Series,  the New Jersey Money  Market Series and  the
New York Money Market Series (collectively, the money market series), is to seek
to provide to shareholders who are residents of the respective state the maximum
amount  of income that is exempt from  federal and applicable state income taxes
and, in the case of the New York Series and the New York Income Series, also New
York City income  taxes, consistent with  the preservation of  capital, and,  in
conjunction  therewith,  the  series  may invest  in  debt  securities  with the
potential for capital gain. The objective of the money market series is to  seek
to  provide the highest level of current  income that is exempt from federal and
applicable state income  taxes and, in  the case  of the New  York Money  Market
Series,  also  New York  City income  taxes, consistent  with liquidity  and the
preservation of capital. All  of the series are  diversified except the  Florida
Series,  the Hawaii  Income Series,  the New York  Income Series,  and the money
market series, other  than the New  York Money  Market Series. There  can be  no
assurance   that  any  series'  investment   objective  will  be  achieved.  See
"Investment Objectives and Policies."

The Fund's address  is One  Seaport Plaza,  New York,  New York  10292, and  its
telephone number is (800) 225-1852.

This  Statement of Additional Information is not a prospectus and should be read
in conjunction with the Prospectuses of  each series of the Fund dated  November
1, 1995, copies of which may be obtained from the Fund upon request.

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

117B
<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                Cross-References to Pages in Series Prospectuses
                                    -------------------------------------------------------------------------
                                    Connecticut                                        Massachusetts
                                       Money            Hawaii                             Money
                               Page   Market    Florida Income  Maryland Massachusetts    Market     Michigan
                               ---- ----------- ------- ------- -------- ------------- ------------- --------
<S>                            <C>  <C>         <C>     <C>     <C>      <C>           <C>           <C>
General Information...........  B-1        15       20      17       20          20            15         19
Investment Objectives and
 Policies.....................  B-1         6        8       6        8           8             6          8
  In General..................  B-1        --       --               --          --            --         --
  Tax-Exempt Securities.......  B-3         6        8       6        8           8             7          8
  Risks of Investing in
   Defaulted Securities.......  B-4        --       --       6       --          --            --         --
  Special Considerations
   Regarding Investments in
   Tax-Exempt Securities......  B-5         9       12       9       12          12             9         12
  Floating Rate and Variable
   Rate Securities............ B-15         7        8       6        8           8             7          8
  Put Options................. B-15         8       10       7       10          10             8         10
  Financial Futures Contracts
   and Options Thereon........ B-16        --       11       8       10          10            --         10
  When-Issued and Delayed
   Delivery Securities........ B-18         8       10       8       10          10             8         10
  Portfolio Turnover.......... B-19        --       13      10       13          12            --         12
  Illiquid Securities......... B-19        10       13      10       13          13            10         13
  Repurchase Agreements....... B-20         9       12      10       12          12             9         12
Investment Restrictions....... B-20        10       13      11       13          13            10         13
Trustees and Officers......... B-22        10       13      11       13          13            10         13
Manager....................... B-27        10       13      11       13          13            10         13
Distributor................... B-31        11       14      12       14          14            11         14
Portfolio Transactions and
 Brokerage.................... B-35        12       16      14       16          16            12         16
Purchase and Redemption of
 Fund Shares.................. B-37        16       21      19       21          21            16         21
  Specimen Price Make-Up...... B-38        --       --               --          --            --         --
  Reduction and Waiver of
   Initial Sales
   Charges--Class A Shares.... B-38        --       24      21       23          23            --         23
  Waiver of the Contingent
   Deferred Sales
   Charge--Class B Shares..... B-40        --       27      24       26          26            --         26
  Quantity Discount--Class B
   Shares Purchased Prior to
   August 1, 1994............. B-40        --       --               26          26            --         26
Shareholder Investment
 Account...................... B-40        22       30      26       29          29            22         28
  Automatic Reinvestment of
   Dividends and/or
   Distributions.............. B-40        22       30      26       29          29            22         28
  Exchange Privilege.......... B-41        21       29      26       27          27            21         27
  Dollar Cost Averaging....... B-42        --       --               --          --            --         --
  Automatic Savings
   Accumulation Plan (ASAP)... B-43        22       30      26       29          29            22         29
  Systematic Withdrawal
   Plan....................... B-43        22       30      26       29          29            22         29
  How to Redeem Shares of the
   Money Market Series........ B-43        20       --      --       --          --            19         --
  Mutual Fund Programs........ B-44
Net Asset Value............... B-45        13       17      14       16          16            13         16
Performance Information....... B-46         6       17      15       17          17             6         17
Distributions and Tax
 Information.................. B-49        13       18      15       17          17            13         17
  Distributions............... B-49        15       19      17       19          19            14         19
  Federal Taxation............ B-50        13       18      15       17          17            13         17
  State Taxation.............. B-53        14       19      16       19          18            14         19
Organization and
 Capitalization............... B-59        15       20      17       20          20            15         19
Custodian, Transfer and
 Dividend Disbursing Agent and
 Independent Accountants...... B-60        12       16      14       16          16            12         16
Description of Tax-Exempt
 Security Ratings............. B-61        --       --     A-1       --          --            --         --
Financial Statements.......... B-63         5        5      --        5           5             5          5
Appendix I....................  I-1        --       --      --       --          --            --         --
Appendix II................... II-1        --       --      --       --          --            --         --
</TABLE>

<PAGE>
TABLE OF CONTENTS (continued)

<TABLE>
<CAPTION>
                                                         Cross-References to Pages in Series Prospectuses
                                              -----------------------------------------------------------------------
                                                     New Jersey                   New York
                                               New     Money             New York  Money    North
                                         Page Jersey   Market   New York  Income   Market  Carolina Ohio Pennsylvania
                                         ---- ------ ---------- -------- -------- -------- -------- ---- ------------
<S>                                      <C>  <C>    <C>        <C>      <C>      <C>      <C>      <C>  <C>
General Information.....................  B-1    20       15        20       16       14       20    20         19
Investment Objectives and Policies......  B-1     8        6         8        5        6        8     8          8
  In General............................  B-1    --       --        --       --       --       --    --         --
  Tax-Exempt Securities.................  B-3     8        6         8        5        6        8     8          8
  Risks of Investing in Defaulted
   Securities...........................  B-4    --       --        --       --       --       --    --         --
  Special Considerations Regarding
   Investments in Tax-Exempt
   Securities...........................  B-5    12        9        12        9        8       12    12         12
  Floating Rate and Variable Rate
   Securities........................... B-15     8        7         8        5        7        8     8          8
  Put Options........................... B-15    10        8         9        6        8       10    10         10
  Financial Futures Contracts and
   Options Thereon...................... B-16    11       --        10        8       --       11    11         10
  When-Issued and Delayed Delivery
   Securities........................... B-18    10        8        10        7        8       10    10         10
  Portfolio Turnover.................... B-19    13       --        12       10       --       12    13         12
  Illiquid Securities................... B-19    13       10        12       10        9       13    13         13
  Repurchase Agreements................. B-20    12        9        12        9        9       12    12         12
Investment Restrictions................. B-20    13       10        13       10        9       13    13         13
Trustees and Officers................... B-22    13       10        13       10        9       13    13         13
Manager................................. B-27    13       10        13       10       10       13    13         13
Distributor............................. B-31    14       11        14       11       10       14    14         14
Portfolio Transactions and Brokerage.... B-35    16       12        16       12       11       16    16         16
Purchase and Redemption of Fund
 Shares................................. B-37    21       16        21       17       15       21    21         21
  Specimen Price Make-Up................ B-38    --       --        --       --       --       --    --         --
  Reduction and Waiver of Initial Sales
   Charges--Class A Shares.............. B-38    23       --        23       18       --       23    24         23
  Waiver of the Contingent Deferred
   Sales Charge--Class B Shares......... B-40    26       --        26       --       --       26    27         26
  Quantity Discount--Class B Shares
   Purchased Prior to August 1, 1994.... B-40    27       --        26       --       --       26    27         26
Shareholder Investment Account.......... B-40    29       22        29       21       21       28    29         28
  Automatic Reinvestment of Dividends
   and/or Distributions................. B-40    29       22        29       21       21       28    29         28
  Exchange Privilege.................... B-41    28       22        28       20       20       27    28         27
  Dollar Cost Averaging................. B-42    --       --        --       --       --       --    --         --
  Automatic Savings Accumulation Plan
   (ASAP)............................... B-43    29       22        29       21       21       29    29         28
  Systematic Withdrawal Plan............ B-43    29       23        29       21       21       29    29         28
  How to Redeem Shares of the Money
   Market Series........................ B-43    --       20        --       --       18       --    --         --
  Mutual Fund Programs.................. B-44
Net Asset Value......................... B-45    17       13        16       13       12       16    16         16
Performance Information................. B-46    17        6        17       13        6       17    17         17
Distributions and Tax Information....... B-49    18       13        17       14       12       17    18         17
  Distributions......................... B-49    19       15        19       15       13       19    19         19
  Federal Taxation...................... B-50    18       14        17       14       12       17    18         17
  State Taxation........................ B-53    19       14        18       15       13       19    19         18
Organization and Capitalization......... B-59    20       15        20       16       14       20    20         19
Custodian, Transfer and Dividend
 Disbursing Agent and Independent
 Accountants............................ B-60    16       13        16       13       12       16    16         16
Description of Tax-Exempt Security
 Ratings................................ B-61    --       --        --       --       --       --    --
Financial Statements.................... B-63     5        5         5       --        5        5     5          5
Appendix I..............................  I-1    --       --        --       --       --       --    --         --
Appendix II............................. II-1    --       --        --       --       --       --    --         --
</TABLE>
<PAGE>
                              GENERAL INFORMATION

    The  Fund was organized on May 18,  1984. On February 28, 1991, the Trustees
approved an amendment to the Declaration of Trust to change the Fund's name from
Prudential-Bache Municipal Series Fund to Prudential Municipal Series Fund.

                       INVESTMENT OBJECTIVES AND POLICIES

In General

    Prudential Municipal  Series  Fund (the  Fund)  is an  open-end,  management
investment company consisting of fourteen separate series: the Connecticut Money
Market  Series,  the  Florida Series,  the  Hawaii Income  Series,  the Maryland
Series, the Massachusetts  Series, the  Massachusetts Money  Market Series,  the
Michigan  Series, the New Jersey Series, the New Jersey Money Market Series, the
New York Series, the  New York Money Market  Series, the North Carolina  Series,
the  Ohio Series and the  Pennsylvania Series. A fifteenth  series, the New York
Income Series, is not  currently being offered. A  separate Prospectus has  been
prepared for each series. This Statement of Additional Information is applicable
to  all series. The  investment objective of  each series, other  than the money
market series, is to seek  to provide to shareholders  who are residents of  the
respective  state the maximum amount  of income that is  exempt from federal and
applicable state income taxes and,  in the case of the  New York Series and  the
New  York Income Series,  also New York  City income taxes,  consistent with the
preservation of capital, and, in conjunction therewith, the series may invest in
debt securities with the potential  for capital gain. Opportunities for  capital
gain  may exist, for example, when securities  are believed to be undervalued or
when the likelihood of redemption  by the issuer at  a price above the  purchase
price  indicates capital gain potential. The  investment objective of each money
market series is to provide the highest  level of current income that is  exempt
from  federal and applicable state income taxes and, in the case of the New York
Money Market Series, also New York City income taxes, consistent with  liquidity
and  the preservation of capital.  All of the series  are diversified except the
Florida Series, the  Hawaii Income Series,  the New York  Income Series and  the
money  market series, other than the New  York Money Market Series. There can be
no assurance that any series will achieve its objective or that all income  from
any series will be exempt from all federal, state or local income taxes.

    The investment objective of a series may not be changed without the approval
of  the  holders of  a majority  of  the outstanding  voting securities  of such
series. A "majority of the outstanding voting securities" of a series when  used
in  this Statement of Additional Information means  the lesser of (i) 67% of the
voting shares of a series represented at a meeting at which more than 50% of the
outstanding voting shares of  a series are present  in person or represented  by
proxy or (ii) more than 50% of the outstanding voting shares of a series.

    Each  series of the Fund, other than the money market series, will invest in
"investment grade" tax-exempt  securities which  on the date  of investment  are
rated  within the four  highest ratings of  Moody's Investors Service (Moody's),
currently Aaa, Aa, A, Baa for bonds, MIG 1,  MIG 2, MIG 3, MIG 4 for notes,  and
P-1 for commercial paper, or of Standard & Poor's Ratings Group (S&P), currently
AAA,  AA, A, BBB for  bonds, SP-1, SP-2 for notes  and A-1 for commercial paper.
The New York Income Series may invest up to 30% of its total assets in New  York
Obligations  rated below Baa by Moody's or below  BBB by S&P or if non-rated, of
comparable quality, in the  opinion of the Fund's  investment adviser, based  on
its credit analysis. In addition, the New York Income Series may invest up to 5%
of  its total assets in New York Obligations which are in default in the payment
of principal or  interest. The  money market  series will  invest in  securities
which,  at the time of purchase, have a remaining maturity of thirteen months or
less and are rated (or issued by an issuer that is rated with respect to a class
of short-term  debt obligations,  or any  security within  that class,  that  is
comparable in priority and security with the security) in one of the two highest
rating  categories  by at  least  two nationally  recognized  statistical rating
organizations assigning a rating to the security or issuer (or, if only one such
rating organization assigned a rating, by that rating organization). Each series
may invest in tax-exempt securities which are not rated if, based upon a  credit
analysis  by the investment  adviser under the supervision  of the Trustees, the
investment adviser believes that  such securities are  of comparable quality  to
other  municipal securities that  the series may purchase.  A description of the
ratings is  set forth  under  the heading  "Description of  Tax-Exempt  Security
Ratings" in this Statement of Additional Information. The ratings of Moody's and
S&P  represent the  respective opinions  of such firms  of the  qualities of the
securities each undertakes to rate and

                                      B-1
<PAGE>
such ratings  are  general  and  are  not  absolute  standards  of  quality.  In
determining  suitability  of investment  in a  particular unrated  security, the
investment adviser will take into consideration asset and debt service coverage,
the purpose of the  financing, history of the  issuer, existence of other  rated
securities  of the issuer, credit  enhancement by virtue of  letter of credit or
other financial guaranty  deemed suitable  by the investment  adviser and  other
general conditions as may be relevant, including comparability to other issuers.

    Under   normal  market  conditions,  each  series  will  attempt  to  invest
substantially all and, as a matter  of fundamental policy, will invest at  least
80%  of the value  of its assets in  securities the interest  on which is exempt
from state and federal income  taxes or the series'  assets will be invested  so
that  at least 80%  of the income will  be exempt from  state and federal income
taxes, except that,  as a  matter of  fundamental policy,  during normal  market
conditions  the Florida Series', the New Jersey Series' and the New Jersey Money
Market Series' assets  will be  invested so  that at  least 80%  of their  total
assets  will  be invested  in  Florida Obligations  (as  defined in  the Florida
Series' Prospectus) and  New Jersey Obligations  (as defined in  the New  Jersey
Series' and the New Jersey Money Market Series' Prospectuses), respectively, and
except  that, as a matter of fundamental policy, during normal market conditions
the Connecticut Money Market Series' and the Massachusetts Money Market  Series'
assets  will be  invested so  that at least  80% of  their total  assets will be
invested in municipal  securities which  pay income exempt  from federal  income
taxes.  These latter  securities primarily  will be  Connecticut Obligations (as
defined in the  Connecticut Money Market  Series' Prospectus) and  Massachusetts
Obligations  (as defined in the  Massachusetts Money Market Series' Prospectus),
respectively, unless the investment adviser is unable, due to the unavailability
of sufficient  or reasonably  priced Connecticut  Obligations and  Massachusetts
Obligations, respectively, that also meet the Series' credit quality and average
weighted   maturity  requirements,  to   purchase  Connecticut  Obligations  and
Massachusetts Obligations, respectively. Each  series will continuously  monitor
the  80% tests to ensure that either the  asset investment or the income test is
met at all times, except for temporary defensive measures during abnormal market
conditions.

    A series may invest  its assets from  time to time on  a temporary basis  in
debt  securities, the interest  on which is  subject to federal,  state or local
income tax, pending the investment  or reinvestment in tax-exempt securities  of
proceeds  of sales  of shares or  sales of  portfolio securities or  in order to
avoid the necessity of liquidating portfolio investments to meet redemptions  of
shares  by investors or where market conditions  due to rising interest rates or
other adverse factors warrant temporary investing. Investments (other than those
of the money market  series) in taxable securities  may include: obligations  of
the  U.S. Government, its  agencies or instrumentalities;  other debt securities
rated within the four highest  grades by either Moody's  or S&P or, if  unrated,
judged  by  the  investment  adviser  to  possess  comparable  creditworthiness;
commercial paper rated in  the highest grade by  either of such rating  services
(P-1  or A-1, respectively);  certificates of deposit  and bankers' acceptances;
and repurchase agreements with respect to any of the foregoing investments.  The
money  market series  may also  invest in  the taxable  securities listed above,
except that  their debt  securities, if  rated,  will be  rated within  the  two
highest  rating  categories by  at least  two nationally  recognized statistical
rating organizations assigning a  rating to the security  or issuer (or if  only
one such rating organization assigned a rating, by that rating organization). No
series  intends to invest more than 5% of its assets in any one of the foregoing
taxable securities. A series may also hold its assets in other cash  equivalents
or in cash.

    Each series except for the Florida Series, the Hawaii Income Series, the New
York  Income Series and the  money market series, other  than the New York Money
Market Series, is  classified as  a "diversified" investment  company under  the
Investment  Company Act  of 1940 (the  Investment Company Act).  This means that
with respect to 75% of these series' assets, (1) no series may invest more  than
5%  of  its  total assets  in  the securities  of  any one  issuer  (except U.S.
Government obligations)  and  (2)  no  series  may own  more  than  10%  of  the
outstanding  voting securities  of any one  issuer. For  purposes of calculating
these 5% or  10% ownership limitations,  the series will  consider the  ultimate
source  of  revenues supporting  each obligation  to be  a separate  issuer. For
example, even though a state hospital authority or a state economic  development
authority  might issue obligations on behalf of many different entities, each of
the underlying  health  facilities  or economic  development  projects  will  be
considered  as  a separate  issuer. These  investments are  also subject  to the
limitations described  in the  remainder  of this  section.  See "How  the  Fund
Invests--Investment  Objective  and  Policies--Special  Considerations"  in  the
Prospectuses of  the Florida  Series, the  Hawaii Income  Series, the  New  York
Income  Series and the money market series, other than the New York Money Market
Series.

                                      B-2
<PAGE>
    Since securities issued or  guaranteed by states  or municipalities are  not
voting securities, there is no limitation on the percentage of a single issuer's
securities  which a series may own so long as, with respect to 75% of the assets
of each series other than the Florida Series, the Hawaii Income Series, the  New
York  Income Series and the  money market series (except  for the New York Money
Market Series), it  does not  invest more  than 5% of  its total  assets in  the
securities  of such issuer (except obligations  issued or guaranteed by the U.S.
Government). As  for the  other  25% of  a series'  assets  not subject  to  the
limitation described above, there is no limitation on the amount of these assets
that  may be invested in a minimum  number of issuers. Because of the relatively
smaller number of issuers of investment-grade tax-exempt securities (or, in  the
case of the New York Money Market Series, high quality tax-exempt securities) in
any  one of these states, a series is  more likely to use this ability to invest
its assets in the securities  of a single issuer  than is an investment  company
which  invests in  a broad  range of  tax-exempt securities.  Such concentration
involves an increased risk of  loss to a series should  the issuer be unable  to
make  interest or principal payments thereon or  should the market value of such
securities decline.

    The Fund expects that a  series will not invest more  than 25% of its  total
assets  in municipal obligations the source of  revenue of which is derived from
any one of the following categories: hospitals and health facilities;  turnpikes
and  toll roads; ports and airports; or  colleges and universities. A series may
invest more than 25% of its total assets in municipal obligations of one or more
of the  following  types: obligations  of  public housing  authorities;  general
obligations  of states  and localities; lease  rental obligations  of states and
local authorities; obligations of state  and local housing finance  authorities;
obligations  of municipal utilities systems; bonds that are secured or backed by
the Treasury  or  other U.S.  Government  guaranteed securities;  or  industrial
development  and  pollution  control  bonds.  Each  of  the  foregoing  types of
investments might be  subject to particular  risks which, to  the extent that  a
series  is concentrated in such investments, could affect the value or liquidity
of the series.

    Each series  will treat  an investment  in a  municipal bond  refunded  with
escrowed  U.S. Government securities as  U.S. Government securities for purposes
of the Investment Company Act's  diversification requirements provided: (i)  the
escrowed  securities are  "government securities"  as defined  in the Investment
Company Act,  (ii)  the escrowed  securities  are irrevocably  pledged  only  to
payment  of debt service on  the refunded bonds, except  to the extent there are
amounts in excess of funds necessary for such debt service, (iii) principal  and
interest  on the escrowed securities will be sufficient to satisfy all scheduled
principal, interest and any  premiums on the refunded  bonds and a  verification
report  prepared by  a party acceptable  to a  nationally recognized statistical
rating agency, or  counsel to the  holders of the  refunded bonds, so  verifies,
(iv)  the escrow agreement provides that the issuer of the refunded bonds grants
and assigns  to the  escrow agent,  for the  equal and  ratable benefit  of  the
holders of the refunded bonds, an express first lien on, pledge of and perfected
security  interest in the  escrowed securities and  the interest income thereon,
(v) the  escrow agent  had no  lien of  any type  with respect  to the  escrowed
securities  for payment of its  fees or expenses except  to the extent there are
excess securities, as described in (ii)  above, and (vi) except with respect  to
the Florida Series, the Hawaii Income Series, the New York Income Series and the
money market series other than the New York Money Market Series, the series will
not  invest more than 25% of its total  assets in pre-refunded bonds of the same
municipal issuer.

Tax-Exempt Securities

    Tax-exempt securities include  notes and  bonds issued  by or  on behalf  of
states,  territories and  possessions of the  United States  and their political
subdivisions, agencies and instrumentalities and  the District of Columbia,  the
interest  on  which  is exempt  from  federal  income tax  (except  for possible
application  of  the  alternative  minimum  tax)  and,  in  certain   instances,
applicable  state or local  income and personal  property taxes. Such securities
are traded primarily in the over-the-counter market.

    For purposes  of  diversification  and concentration  under  the  Investment
Company  Act,  the identification  of the  issuer of  tax-exempt bonds  or notes
depends on  the  terms and  conditions  of the  obligation.  If the  assets  and
revenues of an agency, authority, instrumentality or other political subdivision
are  separate  from those  of the  government creating  the subdivision  and the
obligation is backed only  by the assets and  revenues of the subdivision,  such
subdivision  is  regarded as  the  sole issuer.  Similarly,  in the  case  of an
industrial development revenue bond  or pollution control  revenue bond, if  the
bond    is    backed    only   by    the    assets   and    revenues    of   the

                                      B-3
<PAGE>
nongovernmental user, the nongovernmental user  is regarded as the sole  issuer.
If  in  either case  the  creating government  or  another entity  guarantees an
obligation, the guaranty may be regarded  as a separate security and treated  as
an issue of such guarantor.

    Tax-Exempt  Bonds. Tax-exempt bonds  are issued to  obtain funds for various
public purposes, including the construction of a wide range of public facilities
such as airports,  bridges, highways, housing,  hospitals, mass  transportation,
schools,  streets,  water  and  sewer works,  and  gas  and  electric utilities.
Tax-exempt bonds  also  may  be  issued in  connection  with  the  refunding  of
outstanding  obligations, to obtain funds to  lend to other public institutions,
or for general operating expenses.

    The  two  principal  classifications   of  tax-exempt  bonds  are   "general
obligation"  and "revenue". General obligation bonds are secured by the issuer's
pledge of its full faith, credit and  taxing power for the payment of  principal
and  interest. Revenue bonds are  payable only from the  revenues derived from a
particular facility or class of facilities or, in some cases, from the  proceeds
of a special excise tax or other specific revenue source.

    Industrial   development  bonds  are  issued  by  or  on  behalf  of  public
authorities to obtain funds to provide various privately-operated facilities for
business and manufacturing, housing, sports, pollution control, and for airport,
mass transit, port and parking  facilities. The Internal Revenue Code  restricts
the  types of industrial development bonds  (IDBs) which qualify to pay interest
exempt from federal income tax, and interest on certain IDBs issued after August
7, 1986 is subject to the alternative  minimum tax. Although IDBs are issued  by
municipal  authorities, they are generally secured  by the revenues derived from
payments of the industrial  user. The payment of  the principal and interest  on
IDBs  is dependent solely on the ability  of the user of the facilities financed
by the bonds to meet its financial  obligations and the pledge, if any, of  real
and personal property so financed as security for such payment.

    Tax-Exempt  Notes.  Tax-exempt  notes  generally  are  used  to  provide for
short-term capital needs  and generally  have maturities  of one  year or  less.
Tax-exempt notes include:

        1.  TAX ANTICIPATION NOTES. Tax Anticipation Notes are issued to finance
    working capital  needs  of municipalities.  Generally,  they are  issued  in
    anticipation  of various seasonal  tax revenues, such  as income, sales, use
    and business taxes, and are payable from these specific future taxes.

        2. REVENUE ANTICIPATION NOTES. Revenue Anticipation Notes are issued  in
    expectation  of receipt of other kinds  of revenue, such as federal revenues
    available under the Federal Revenue Sharing Programs.

        3. BOND  ANTICIPATION  NOTES.  Bond Anticipation  Notes  are  issued  to
    provide interim financing until long-term financing can be arranged. In most
    cases,  the long-term bonds then provide the  money for the repayment of the
    Notes.

        4. CONSTRUCTION LOAN NOTES. Construction Loan Notes are sold to  provide
    construction  financing.  Permanent  financing, the  proceeds  of  which are
    applied to the payment of Construction Loan Notes, is sometimes provided  by
    a  commitment  by the  Government  National Mortgage  Association  (GNMA) to
    purchase the  loan,  accompanied by  a  commitment by  the  Federal  Housing
    Administration  to insure mortgage advances  thereunder. In other instances,
    permanent financing  is provided  by commitments  of banks  to purchase  the
    loan.

    Tax-Exempt   Commercial  Paper.    Issues  of  tax-exempt  commercial  paper
typically represent short-term,  unsecured, negotiable  promissory notes.  These
obligations  are issued  by agencies of  state and local  governments to finance
seasonal  working  capital  needs  of  municipalities  or  to  provide   interim
construction  financing and are paid from  general revenues of municipalities or
are refinanced with long-term debt.  In most cases, tax-exempt commercial  paper
is  backed by letters of credit,  lending agreements, note repurchase agreements
or other credit facility agreements offered  by banks or other institutions  and
is actively traded.

Risks of Investing in Defaulted Securities

    The  New York Income Series may  invest up to 5% of  its total assets in New
York Obligations that are  in default in the  payment of principal or  interest.
There are a number of risks associated with investments in defaulted securities.
These  risks  include investment  in an  already  troubled issuer,  the possible
incurrence of  costs  associated  with indemnifying  the  trustee  for  pursuing
remedies  (which  amount  could equal  the  principal amount  of  the securities
purchased) and possible legal and consulting fees incurred to pursue remedies.

                                      B-4
<PAGE>
Special Considerations Regarding Investments in Tax-Exempt Securities

    The following is a  discussion of the general  factors that might  influence
the ability of the issuers in the various states to repay principal and interest
when  due on  the obligations  contained in the  portfolio of  each series. Such
information is derived from  sources that are  generally available to  investors
and  is believed to be accurate, but has not been independently verified and may
not be complete.

  CONNECTICUT

    Connecticut, which experienced  very strong economic  growth throughout  the
mid-to-late  1980s, is  a wealthy state.  During Connecticut's  period of strong
growth, the State's personal income growth  exceeded that of the United  States,
its  per  capita  income  was  the  highest  in  the  nation,  and  the  rate of
unemployment was below the national  average. Beginning in 1988, however,  these
trends  began to reverse as  the Northeast entered into  recession in advance of
the rest of the nation. The recession in the Northeast was precipitated  largely
by  major reductions in defense spending and by weaknesses in housing and office
construction, banking, and the insurance industry. As a result, personal  income
growth  has  slowed  considerably  and  unemployment  has  risen  significantly,
although remaining somewhat below the national average.

    Connecticut's  economic  difficulties  resulted  in  severe  fiscal  stress,
culminating  in a General  Fund deficit of  $965 million at  the close of fiscal
year 1991, and  the subsequent issuance  of a like  amount of Economic  Recovery
Notes,  which are being repaid over a five-year period. In fiscal year 1992, the
State acted to  reduce the  volatility of  its budgetary  operations by  raising
revenues,  reducing expenditures and establishing  a broader revenue base. Chief
among these actions were  (i) the implementation of  a 4.5% personal income  tax
and (ii) the broadening of the sales tax base, which was coupled with a decrease
in  the sales  tax rate from  8% to  6%. These actions,  along with conservative
revenue projections, permitted the State to achieve modest surpluses for  fiscal
years 1992, 1993 and 1994. A portion of such surplus will be used to retire some
of the outstanding Economic Recovery Notes issued to fund the cumulative deficit
of fiscal year 1990-1991.

    In  June 1992,  the Manufacturing  Recovery Act  of 1992,  which is directed
primarily  toward  providing  incentives   to  manufacturers,  was  enacted   in
Connecticut. The legislation provides credits for establishing new manufacturing
and  increasing new employee  training. In addition,  property tax exemption and
sales tax  exemptions  were  expanded for  purchases  of  certain  manufacturing
machinery and production materials.

    The  adopted budget for fiscal 1995-96  anticipates General Fund revenues of
$8,837.0 million and General Fund expenditures of $8,836.8 million, resulting in
a projected surplus of $0.2 million.  The State Comptroller's monthly report  as
of  October 1995, however,  estimates a General  Fund shortfall of approximately
$34.4 million. For fiscal 1996-97,  the adopted budget anticipates General  Fund
revenues  of $9,158.0 million and General Fund expenditures of $9,157.8 million,
resulting in a projected surplus of $0.2 million.

    The adopted budget reflects implementation of significant tax changes  aimed
at  increasing overall disposable  income and encouraging  economic expansion in
the State. A phase down in the personal income tax rate was enacted, pursuant to
which the tax rate  on the first  $4,500 of taxable income  for joint filers  is
dropped  33% from 4.5% to 3% for the income year commencing January 1, 1996. For
income years commencing on or after January  1, 1997, the application of the  3%
rate is further expanded to the first $9,000 of taxable income for joint filers.
In  addition, a new personal income tax credit, limited to no more than $100 per
filer, has been added  for the income  years commencing on  or after January  1,
1995.  To improve the business climate in  the State and stimulate long-term job
growth, legislation was also enacted to reduce Connecticut's corporate tax  rate
from the current rate of 11.25% to 7.5% by January 1, 2000.

    The adopted budget also reflects significant reductions in expenditures from
current  service levels. Some of these changes,  which are expected to result in
significant long-term savings to the State, including restructuring the  General
Assistance  program  to  limit benefits,  reform  of  the Aid  to  Families with
Dependent Children  program  to place  time  limits on  benefits,  reduction  of
long-term  care costs by creating a system of capitated rates, merging of mental
health and substance  abuse services,  consolidating the  State's mental  health
hospitals and moving the State toward a 40 hour work week for State employees.

  FLORIDA

    In 1980, Florida ranked seventh in population among the fifty states, having
a  population of 9.7 million people. The State has grown dramatically since 1980
and,   as    of   April    1,    1994,   Florida    ranked   fourth    in    the

                                      B-5
<PAGE>
nation,  with an  estimated population  of 13.9  million. The  service sector is
Florida's largest employment  sector, currently  accounting for  86.4% of  total
non-farm  employment. Florida's  manufacturing jobs  exist in  the high-tech and
value-added sectors, such  as electrical  and electronic equipment,  as well  as
printing  and publishing.  Since 1980,  the job creation  rate for  the State is
greater than  two  times  the  nation's rate;  however,  since  1989,  Florida's
unemployment  rate has risen faster than  the national average. The average rate
of unemployment for Florida  since 1985 is 6.3%,  while the national average  is
6.4%.

    South  Florida, because of its location  and involvement with foreign trade,
tourism and  investment capital,  is particularly  susceptible to  international
trade  and currency  imbalances and economic  dislocations in  Central and South
America. The Central and northern portions of the State are effected by problems
in the agricultural  sector, particularly  in the citrus  and sugar  industries.
Short-term  adverse economic  conditions may be  experienced by  the Central and
northern section of Florida, and in the State as a whole, due to crop  failures,
severe  weather conditions  or other agriculture-related  problems. In addition,
the State economy has  historically been somewhat dependent  on the tourism  and
construction industries and is therefore sensitive to trends in those sectors.

    Under  the State Constitution and applicable statutes, the State budget as a
whole, and each separate fund within the  State budget, must be kept in  balance
from  currently  available revenues  during  each State  fiscal  year. Estimated
General Revenue plus  Working Capital and  Budget Stabilization funds  available
total  $14,682.9 million  for 1994-1995, an  increase of 6.1%  over revenues for
1993-1994. This  amount reflects  a transfer  of $159  million in  non-recurring
revenue  due to  Hurricane Andrew, to  a hurricane relief  trust fund. Estimated
Revenue of $13,702.1 million (excluding the Hurricane Andrew impacts) for fiscal
1994-1995 represents an increase of 6.6% over 1993-1994.

    At the November 1994 general election,  voters approved an amendment to  the
State  Constitution that limits the amount  of taxes, fees, licenses and charges
imposed by the Legislature and collected during any fiscal year to the amount of
revenues allowed  for the  prior fiscal  year, plus  an adjustment  for  growth.
Growth  is defined as the  amount equal to the average  annual rate of growth in
Florida personal income  over the most  recent twenty quarters  times the  State
revenues  allowed for the prior fiscal year. The revenues allowed for any fiscal
year can be increased by a two-thirds vote of the Legislature. The limit will be
effective starting with  fiscal year  1995-1996. Any  excess revenues  generated
will  be deposited in the Budget Stabilization fund until it is fully funded and
then refunded to taxpayers. Included among the categories of revenues which  are
exempt from the proposed revenue limitation are revenues pledged to State bonds.

    Many   factors,  including  national,  economic,  social  and  environmental
policies and conditions, most which are not  within the control of the State  or
local  government, could  affect or  adversely impact  on the  State's financial
condition.

  HAWAII

    Hawaii's separation from the  mainland and dependence  upon tourism make  it
unique among the states. Tourism dominates Hawaii's economy, with six out of ten
jobs  in the  economy related  to tourism. Other  major sectors  of the Hawaiian
economy  include   construction,  retail   trade,  agriculture,   and   military
operations,  all of which  have been adversely affected  by recent recessions in
the United States (particularly California) and Japan, and cutbacks in  military
spending. Hawaii's economy experienced strong growth during that late 1980s, but
since  1990 the rate of growth has  slowed considerably, marked by a decrease in
Japanese investment and  construction and increased  foreign competition in  the
production of pineapples and sugar.

    Over  the years,  financial operations  in the  State have  been sound, with
consistently favorable budget performance. Surpluses in excess of 5% of revenues
have regularly  triggered constitutionally  provided  tax credits,  even  during
fiscal  years 1992 and 1993 when revenue growth had slowed due to the recession.
The 1995-97 biennium budget  submitted by the  prior administration in  December
1994,  has undergone substantial adjustments and the new administration has made
extensive labor  reductions. Despite  these reductions,  however, the  available
General  Fund balance is expected  to decline from $290.9  million at the end of
fiscal 1994 to $53.9 million at the end of fiscal 1996.

    Hawaii's economy  remains vulnerable  to the  lingering recessions  of  both
California and Japan and the State government cutbacks may also adversely affect
economic growth. Reported improvement in the tourism

                                      B-6
<PAGE>
industry  has not  yet been  reflected in State  revenues, and  has lagged early
estimates. Employment has continued to decline,  with job growth the slowest  of
all  fifty  states  in  1994.  These  factors,  combined  with  the  decline  in
construction, suggest that continued stagnation  in the near future is  probable
for Hawaii's economy.

  MARYLAND

    Maryland,  one of  the wealthiest  states in  the nation,  experienced rapid
growth during the 1980s. Maryland's total personal income and per capita  income
outperformed  the national averages until 1990. The economy is well diversified,
with services, trade, and government, accounting for a large percentage of total
employment.  Due  to  Maryland's  proximity  to  Washington,  D.C.,   government
employment  plays an  important role in  the economy.  Government employment has
served to  insulate the  regional economy  from more  volatile economic  swings,
making  the Maryland unemployment rate  historically below the national average.
For the same reason, Maryland employment may be more affected by federal layoffs
or budget reductions than employment in other states.

    Maryland has generally been among the  most heavily indebted of the  states,
although  its  position was  more  moderate with  the  inclusion of  local debt,
reflecting in part the State's  assumption of school construction costs  several
years   ago.  The   State,  concerned  over   its  debt   levels,  followed  the
recommendation of a debt affordability  committee and restrained its  borrowing.
Resources have also expanded and ratios have stabilized. Capital borrowing plans
are reasonable and designed not to increase debt levels substantially.

    During  the three fiscal years from  1991 through 1993, the State's finances
were severely affected by the national recession. Nevertheless, the State closed
fiscal year 1993 with a $10.5 million operating surplus on a budgetary basis and
closed fiscal year  1994 with  a $60 million  operating surplus  on a  budgetary
basis.  On a GAAP basis, the State's General Fund moved from a deficit of $121.7
million as of June 30, 1993 to a positive balance of $113.9 million on June  30,
1994.  Financial  operations  continued to  improve  in fiscal  year  1995, with
revenues exceeding estimate  by $217  million and expenditures  at $184  million
above budget. At fiscal year-end, the General Fund recorded an undesignated fund
balance of $26.5 million (after reservation of $106 million for fiscal year 1996
expenses).   An  additional  $286.1  million  was  on  deposit  in  the  Revenue
Stabilization Account of the State Reserve  Fund. The 1996 budget continues  the
trend  of increased  budgetary reserves.  The operating  budget assumes moderate
revenue growth and  expenditures of $14.428  billion, a 6.6%  increase over  the
actual  expenditures in fiscal year 1995.  The State projects a year-end General
Fund balance of  $34.3 million  and an additional  $518 million  in the  Revenue
Stabilization Account of the State Reserve Fund.

    The State and its various political subdivisions issue a number of different
kinds  of municipal obligations, including general obligation bonds supported by
tax collections, revenue  bonds payable  from certain identified  tax levies  or
revenue  streams, conduit  revenue bonds payable  from the  repayment of certain
loans to authorized entities such  as hospitals, universities and other  private
entities,  and  certificates of  participation  in tax-exempt  municipal leases.
These obligations are subject to  various economic risks and uncertainties,  and
the  credit quality of the  securities issued by them  varies with the financial
strengths of the respective borrowers.

    There can  be  no  assurance  that future  statewide  or  regional  economic
difficulties,  and the resulting  impact on the  financial condition of Maryland
issuers generally,  will  not adversely  affect  the market  value  of  Maryland
Obligations held by the Maryland Series or the ability of particular obligors to
make timely payments of debt service on (or relating to) those obligations.

  MASSACHUSETTS

    Massachusetts is an urban, densely populated, and wealthy state with a fully
developed  industrial economy. Massachusetts' industrial economy has experienced
a significant  evolution in  the last  decade, shifting  from textiles,  leather
products  and  heavy  manufacturing  into  high  technology  and defense-related
sectors, with concomitant growth in services  and trade. Little affected by  the
national  recession of the early 1980s, Massachusetts enjoyed unemployment rates
among the lowest in the nation for the  most of the decade. But, as the  economy
slowed,  unemployment rates  rose in 1988,  1989 and  1990. Unemployment climbed
above the national  figure to 9.0%  in 1991, placing  Massachusetts among  those
states  with the highest unemployment rates  in the nation. The construction and
manufacturing sectors were particularly hard hit by job losses. Personal  income
growth,  both for the total and on a  per capita basis, also slowed to below the
national rate in 1989, although per capita personal income levels are still  far
above the U.S. figure. It appears that two of the

                                      B-7
<PAGE>
factors  contributing to the earlier economic boom -- large increases in defense
contract spending and low oil prices -- are no longer present, and the inflation
in the relative costs of land and labor also poses an economic disadvantage.

    The  recent  economic   downturn  has   had  serious   adverse  effects   on
Massachusetts'  financial  operations,  which  experienced  increasing budgetary
deficits through  fiscal  year 1990.  At  the close  of  fiscal year  1990,  the
Commonwealth  faced a massive accumulated deficit  of $1.45 billion. In order to
regain fiscal  solvency,  the Commonwealth  sold  a  total of  $1.4  billion  in
dedicated  tax  bonds secured  by  a portion  of  the Commonwealth's  income tax
proceeds as well as the full faith  and credit general obligation pledge of  the
Commonwealth.  Since that time,  the Commonwealth has  adopted more conservative
revenue forecasting procedures and has moderated spending growth. Such restraint
has resulted  in  the  achievement  of balanced  budgets  in  both  fiscal  year
1991-1992  and fiscal  year 1992-1993. Fiscal  year 1995  tax collections, which
were projected at $11.151 billion, exceeded estimates by $13 million.

    Despite concerted efforts  to control  Massachusetts' financial  operations,
and  some  progress  in that  regard,  substantial risks  to  the Commonwealth's
financial stability remain. Economic growth is not likely to return, in the near
future, to  the vigorous  pace evident  in the  1980s. It  is uncertain  whether
improved  communication and efforts towards cooperation between the Commonwealth
legislature and executive will continue. Local economic conditions remain  weak,
and  the Commonwealth is  likely to continue to  face considerable difficulty in
balancing its annual operating budgets. Education reform legislation enacted  in
June  1993 was estimated to require annual spending increases for elementary and
secondary education of $175  million in fiscal 1994,  $414 million in 1995,  and
$662   million  in  1996.  This  program  will   absorb  a  large  part  of  the
Commonwealth's future revenue growth.

    Proposition 2  1/2  is  a  property  tax  limitation  initiative  passed  by
Massachusetts  voters  in 1980.  In general,  Proposition  2 1/2  constrains the
ability of cities and  towns to raise property  tax revenues. As property  taxes
are  the only local  source revenue available,  such tax limitation  may lead to
adverse financial consequences for some municipalities. Under Proposition 2 1/2,
many cities and towns  were required to  reduce their property  tax levies to  a
stated  percentage of the full and fair  cash value of their taxable real estate
and personal property.  The Proposition limited  the amount by  which the  total
property taxes assessed by all cities and towns may increase from year to year.

  MICHIGAN

    Michigan  is  a  highly  industrialized state  with  an  economy principally
dependent  upon  three  sectors:  manufacturing  (particularly  durable   goods,
automotive  products and office equipment), tourism and agriculture. Legislation
requires that the administration prepare two economic forecasts each year, which
are presented  each  January and  May  of a  given  year. The  State's  economic
forecast  for calendar 1995 projects modest  growth. Real gross domestic product
is projected to grow 2.9% in 1995 on a calendar year basis. Car and light  truck
sales  are expected to  total 14.9 million  units in 1995.  The forecast assumes
moderate inflation,  accompanied  by  steady  interest  rates.  Ninety-day  U.S.
Treasury rates are expected to average 5.7% for 1995.

    The State's forecast for the Michigan economy reflects the national outlook.
Total  wage and salary employment is projected to grow 2.9% in 1995. This slight
growth reflects  the  ongoing  diversification  of  the  Michigan  economy.  The
unemployment  rate is projected  to average 5.9% in  1995, continuing the recent
trend of Michigan's unemployment rate being near the national average,  compared
to a 15-year prior history of having higher than average unemployment.

    The  principal revenue sources  for the State's General  Fund are taxes from
sales, personal  income, single  business,  and excise  taxes. Under  the  State
Constitution,  expenditures from  the General Fund  are not  permitted to exceed
available revenues.  The  principal  expenditures  from  the  General  Fund  are
directed  towards education,  public protection,  mental and  public health, and
social services. The  State's fiscal  year ended  September 30,  1993, marked  a
turning  point in the  financial condition of the  State budget. Improvements in
the Michigan  economy have  resulted in  increased revenue  collections,  which,
together  with restraint on the expenditure side of the budget, produced General
Fund surpluses of $280.1  million in fiscal year  1992-93 and $602.9 million  in
fiscal  year 1993-94, and a  projected surplus of $85.1  million for fiscal year
1994-95. The

                                      B-8
<PAGE>
State's  general  fund  budget  for  fiscal  year  1995-96  was  passed  by  the
Legislature  in  June  1995,  and  totalled  $8,438.6  million  of  revenues and
expenditures. The  Governor  has  since  vetoed  approximately  $40  million  of
appropriations  passed  by the  Legislature  and has  other  appropriation bills
before him awaiting signature.

    The State Constitution limits the amount of total State revenues that can be
raised from taxes and certain  other sources. State revenues (excluding  federal
aid  and revenues  for payment of  principal and interest  on general obligation
bonds) in any fiscal year  are limited to a  fixed percentage of State  personal
income  in the prior calendar year or average of the prior three calendar years,
whichever is greater, and this fixed percentage equals the ratio of the  1978-79
fiscal year revenues to total calendar 1977 State personal income.

    In   August  1993,  the  Governor  signed   into  law  a  measure  that  has
significantly impacted the financing of primary and secondary school  operations
in  the State  and has  resulted in additional  property tax  and school finance
reform legislation.  This legislation  exempts all  property in  the State  from
millage  levied for local  and intermediate school  district operating purposes,
other than millages  levied for community  colleges. In order  to replace  local
property  tax revenues  lost as  a result  of this  legislation, the Legislature
enacted several laws  in December  1993 which  address property  tax and  school
finance reform, including a ballot proposal that was approved by Michigan voters
in  March 1994. Under this proposal, effective  May 1, 1994, the State sales and
use tax was increased  from 4% to  6%, the State income  tax was decreased  from
4.6%  to 4.4%, the cigarette tax was increased  from $0.25 to $0.75 per pack and
an additional tax of 16% of the  wholesale price began to be imposed on  certain
other  tobacco  products.  A 0.75%  real  estate transfer  tax  became effective
January 1, 1995, and a State property tax of 6 mills began to be imposed in 1994
on all real and personal property currently subject to the general property tax.
The total  effect  of these  school  finance  reforms is  to  shift  significant
portions  of the cost of local school  operations from local school districts to
the State and  raise additional State  revenues to fund  these additional  State
expenses.  These  additional  revenues  will  be  included  within  the  State's
constitutional revenue limitations and may  impact the State's ability to  raise
additional revenues in the future.

    Although  revenue obligations of the State or its political subdivisions may
be payable from a specific project or source, including lease rentals, there can
be no assurance that further economic difficulties will not adversely affect the
market value of  municipal obligations  held in  the portfolio  of the  Michigan
Series  or the ability of  the respective obligors to  make required payments on
such obligations.

  NEW JERSEY

    New Jersey has a  highly diversified economy.  While once heavily  dependent
upon  manufacturing, New Jersey's economy is now increasingly based on trade and
services. The State fully participated in the national economic recovery and did
not experience the brunt of the  Northeast recession until much later than  many
other  states.  The rate  of unemployment  was  consistently below  the national
average through 1991. In  1992, however, the unemployment  rate rose well  above
that of the nation. While personal income growth lagged behind the U.S. level in
1989  and 1991,  since 1989,  the State's per  capita income  remains the second
highest in the United States.

    The principal sources  of State  revenue are sales,  corporate and  personal
income  taxes. The Constitution of the  State prohibits the expenditure of funds
in excess  of the  State's revenues  and reserves.  Since the  Constitution  was
adopted  in 1947, New Jersey has always had a positive undesignated fund balance
in its general fund at the end of each year. A favorable economy translated into
substantial growth  in revenue  and surpluses:  from fiscal  year 1984  to  1988
revenues  grew almost 40%.  Economic slowdown translated  revenue shortfalls and
operating deficits in fiscal years 1989 and 1990. Surplus balances, which peaked
at $1.2  billion  in fiscal  year  1988, fell  to  $116 million  (excluding  the
Transition School Aid Account) by fiscal year-end 1991.

    At first, the State was able to use its significant fund balance reserves to
cushion against the large imbalance between revenues and expenditures. In fiscal
year  1991, however,  a $1.4  billion tax  program was  required to  balance the
budget.

    For the last  three fiscal  years, the  State has  resorted to  a number  of
non-recurring  revenues  and expenditure  deferrals  to balance  its  budget. In
addition, balancing the budget was  made difficult by a  tax revolt in the  1991
elections  that resulted in a reduction of the sales tax by 1%, from 7% to 6%. A
balanced budget was achieved by
delaying a $1.1 billion contribution to the State employees' pension fund.  This
move, in addition to heavy

                                      B-9
<PAGE>
borrowing by the previous administration, has caused concern that the State bond
rating may be adversely affected. Despite certain reservations regarding the New
Jersey  economy, however, S&P recently announced that New Jersey will retain its
AA+ bond rating.

    The fiscal 1995 ending balances were  $966 million, up from $455  originally
budgeted.  The fiscal 1996 budget plans a  $549 million ending balance, prior to
inclusion of  any lapsed  appropriations. Furthermore,  the fiscal  1996  budget
enacts the third and final phase of the administration's multi-year 30% personal
income tax reduction, which is effective in January 1996.

    Spending reductions in current and future years rely on savings from reduced
costs  of the State's employee workforce.  The State has reached agreements with
two of its unions, but  major agreements with some  of the largest unions  still
have  to be reached. Furthermore, a  1994 State Supreme Court decision regarding
the State's  system of  funding of  education required  that the  State  achieve
substantial equivalence in spending between wealthy and poor districts by fiscal
1998.

  NEW YORK

    New  York  State is  the third  most  populous state  in the  nation (behind
California and Texas) and  has a relatively high  level of personal wealth.  The
State's  economy is  diverse, with a  comparatively large share  of the nation's
finance, insurance, transportation, communications and services employment,  and
a  comparatively  small share  of the  nation's farming  and mining  activity. A
declining proportion of the State's work  force in engaged in manufacturing  and
an  increasing proportion  of its work  force is engaged  in service industries.
This transition reflects a national trend. Historically, the State has been  one
of  the wealthiest  states in  the nation. For  decades, however,  the State has
grown more slowly  than the nation  as a whole,  gradually eroding its  relative
economic affluence.

    A  nation-wide  recession  commenced  in  mid-1990.  The  downturn continued
throughout the State's  1990-1991 fiscal year  and was followed  by a period  of
weak  economic growth  during the  1991 and  1992 calendar  years. In  1993, the
economy grew faster than in 1992, but at a very modest rate as compared to other
recoveries. In contrast with  the strength of the  national economy in 1994  and
into  1995,  New  York's economic  recovery  weakened by  mid-1994.  The State's
delayed economic recovery is  due, in part, to  the significant retrenchment  in
the  banking  and financial  services  industries, downsizing  by  several major
corporations, cutbacks  in  defense  spending,  and an  over  supply  of  office
buildings.  The State  currently forecasts  an anticipated  employment growth of
0.4% for calendar 1996.

    The recommended budget for fiscal 1995-1996 seeks to (i) close the gap based
on growth of current services, (ii) implement the next phase of delayed personal
income tax cuts and (iii) further reduce personal income and business taxes over
a multi-year period.

    The State's General Fund  budgets for fiscal  years 1992-1993 and  1993-1994
produced  cash surpluses  for the  first time  since fiscal  year 1987-1988. The
1994-1995 General Fund budget finished with  an actual deficit of $241  million.
The  State's projections for the fiscal  year 1995-1996 General Fund budget call
for a surplus of $55 million. There is no assurance that the State will not face
substantial potential budget gaps in  future years resulting from a  significant
disparity  between tax revenues  projected from a  lower recurring receipts base
and the spending  required to  maintain State  programs at  current levels.  The
State,  in  addressing  any  potential budgetary  imbalance,  may  need  to take
significant actions  to align  recurring receipts  and disbursements  in  future
fiscal years.

  NORTH CAROLINA

    The  following  discussion regarding  the financial  condition of  the North
Carolina State government may not be  relevant to general obligation or  revenue
bonds  issued by political subdivisions of  the State. Such information, and the
following discussion regarding the  economy of the State,  are included for  the
purpose  of providing information about general  economic conditions that may or
may not affect issuers of North Carolina obligations.

    The economic  profile  of  North  Carolina  consists  of  a  combination  of
industry,  agriculture and  tourism. The population  of the  State increased 13%
between 1980  and 1990,  from 5,880,095  to 6,657,106  as reported  by the  1990
federal  census.  The State's  estimate of  population  as of  June 30,  1994 is
7,064,470. Although North Carolina is the tenth largest state in population,  it
is   primarily   a   rural   state,  having   only   five   municipalities  with

                                      B-10
<PAGE>
populations in  excess of  100,000. The  State, once  largely an  agriculturally
based  economy, is now a service and goods producing economy. From 1980 to 1994,
the State  labor  force  increased  by  approximately  26%  (from  2,855,200  to
3,609,000)  and during the period 1980-1993,  per capita income grew from $7,999
to $18,702, an increase of 133.8%.

    The North  Carolina  State  Constitution requires  that  the  State's  total
expenditures  for the fiscal period covered by  each budget not exceed the total
of receipts during  the fiscal  period and the  surplus remaining  in the  State
Treasury at the beginning of the period.

    In 1990 and 1991 the State had difficulty meeting its budgetary projections.
The  General  Assembly responded  by  enacting new  taxes  and fees  to generate
additional revenue and  reduce allowable department  operating expenditures  and
continuation funding.

    The  State, like the  nation, has experienced  economic recovery since 1991.
Due to both increased tax and  fee revenues and the previously enacted  spending
reductions,  the State had a budget surplus of approximately $865 million at the
end of  fiscal 1993-1994.  After  review of  the 1994-1995  continuation  budget
adopted in 1993, the General Assembly approved spending expansion funds, in part
to  restore certain employee salaries to budgeted levels, which amounts had been
deferred to balance the budgets in  1989-1993, and to authorize funding for  new
initiatives in economic, social and environmental programs. Because of growth in
State tax and fee revenues, the General Fund balance at the end of the 1994-1995
fiscal year was reported at approximately $300 million.

    In  April 1995, the North Carolina  General Assembly repealed, effective for
taxable years beginning on or after January  1, 1995, the tax levied on  various
forms  of intangible personal property.  The intangibles tax revenues receivable
by counties  and  municipalities  will  no  longer  be  received.  Instead,  the
legislature   has  provided   for  specific   appropriations  to   counties  and
muncipalities.

    The State is involved in certain litigation; however, none of the cases,  in
the  reported opinion of the Department of  the Treasurer, would have a material
adverse effect on the State's ability to meet its obligations.

    Both the nation and the State have experienced a modest economic recovery in
the past year. It is unclear,  however, what effect these developments, as  well
as  the reduction in government  spending or increase in  taxes, may have on the
value of the  debt obligations  in the North  Carolina Series.  No clear  upward
trend  has developed,  and both  the State  and the  national economies  must be
watched carefully.

  OHIO

    The Ohio  economy,  while diversifying  more  into the  services  and  other
non-manufacturing   areas,  continues   to  rely   in  part   on  durable  goods
manufacturing, although largely  concentrated in motor  vehicles and  equipment,
steel,  rubber  products  and household  appliances.  As a  result,  the general
economic activity in Ohio,  as in other industrially  developed states, is  more
cyclical  than  some other  states  and the  nation  overall. Agriculture  is an
important segment of the State's economy. More than half of the State's land  is
devoted   to  farming.  An  estimated  15%   of  total  Ohio  employment  is  in
agribusiness.

    The State operates on the basis of a fiscal biennium for its  appropriations
and  expenditures, and  is precluded by  law from ending  its July 1  to June 30
fiscal year or fiscal biennium in a deficit position. Most State operations  are
financed  through the  General Revenue Fund,  for which the  personal income and
sales-use taxes are the major sources.

    The biennium of 1992-93 presented significant challenges to State  finances,
which  were  successfully addressed.  To allow  time  to resolve  certain budget
differences, an interim appropriations act  was enacted effective July 1,  1991;
it  included General Revenue  Fund debt service  and lease rental appropriations
for the entire biennium, while continuing most other appropriations for a month.
The general appropriations act  for the entire biennium  was passed on July  11,
1991. Pursuant to it, $200 million was transferred from the Budget Stabilization
Fund to the General Revenue Fund in fiscal year 1992.

    Based  on updated results and  forecasts in the course  of fiscal year 1992,
both in light of a continuing uncertain nationwide economic situation, there was
projected, and then timely  addressed, a fiscal year  1992 imbalance in  General
Revenue   Fund  resources  and  expenditures.   General  Revenue  Fund  receipts
significantly below original forecasts resulted primarily from lower collections
of certain taxes, particularly sales-use and

                                      B-11
<PAGE>
personal  income  taxes.  Higher  expenditure  levels  were  in  certain  areas,
particularly  human  services  including  Medicaid.  In  response,  the Governor
ordered most State agencies to reduce General Revenue Fund spending in the  last
six  months of fiscal  year 1992 by  a total of  approximately $184 million; the
$100.4 million Budget  Stabilization Fund  balance and  additional amounts  from
certain  other funds  were transferred  late in the  fiscal year  to the General
Revenue Fund, and adjustments were made in the timing of certain tax payments.

    A significant General  Revenue Fund shortfall  (approximately $520  million)
was  then projected  for the next  year, fiscal  year 1993. It  was addressed by
appropriate legislative  and administrative  actions, including  the  Governor's
ordering  of $300 million  in selected General  Revenue Fund spending reductions
and subsequent executive and legislative action (a combination of tax  revisions
and  additional spending  reduction). The June  30, 1993  ending General Revenue
Fund balance was approximately $111 million, of which, as a first step to Budget
Stabilization Fund  replenishment,  $21  million was  deposited  in  the  Budget
Stabilization Fund.

    The  1994-95 biennium presented a more affirmative financial picture for the
State. Based on June 30, 1994 balances, an additional $260 million was deposited
in the  Budget Stabilization  Fund. The  biennium  ended June  30, 1995  with  a
General  Revenue  Fund ending  fund  balance of  $928  million, of  which $535.2
million has been transferred  into the Budget Stabilization  Fund (which had  an
October 3, 1995 balance of over $828 million).

    The  General Revenue  Fund appropriations act  for the  1995-96 biennium was
passed on June  28, 1995  and promptly signed  (after selective  vetoes) by  the
Governor.  All  necessary General  Revenue  Fund appropriations  for  State debt
service and lease rental payments then projected for the biennium were  included
in that act. In accordance with the appropriations act, the significant June 30,
1995  General Revenue Fund balance, after leaving in the General Revenue Fund an
unreserved and undesignated balance  of $70 million, has  been transferred to  a
variety  of funds,  including $535.2 million  to the  Budget Stabilization Fund.
$322.8 million was transferred to other funds, including school assistance funds
and, in  anticipation of  possible  federal program  changes, a  human  services
stabilization fund.

    The incurrence or assumption of debt by the State without a popular vote is,
with   limited  exceptions,  prohibited  by  current  provisions  of  the  State
Constitution. The State  may incur debt  to cover casual  deficits, failures  in
revenues  or to meet expenses not otherwise  provided for, but limited in amount
to $750,000  plus debt  incurred to  repel invasion,  suppress insurrection,  or
defend  the State  in war.  The State is  expressly precluded  from assuming any
local government debt  or corporation debt,  except for debt  incurred to  repel
invasion, suppress insurrection, or defend the State in war.

    Although  the State's revenue obligations  or its political subdivisions may
be payable from a specific project or source, including lease rentals, there can
be no assurance that economic difficulties and the resulting impact on State and
local governmental  finances  will not  adversely  affect the  market  value  of
municipal obligations held in the portfolio of the Ohio Series or the ability of
the respective obligors to make required payments on such obligations.

  PENNSYLVANIA

    Pennsylvania   is  an   established  state   with  a   diversified  economy.
Pennsylvania has been  historically identified  as a  heavily industrial  state,
although  that reputation has recently  changed due to the  decline in the coal,
steel and  railroad  industries.  Education,  financial  institutions,  and  the
service  sector, which includes trade, medical, and health services, provide the
major sources of revenue growth for Pennsylvania.

    The five-year period  from fiscal  1990 through  fiscal 1994  was marked  by
public health and welfare costs growing at a rate double the growth rate for all
of   the  Commonwealth's  expenditures.  Rising  caseloads,  increased  services
utilization, and rising  prices combined  to produce  the rapid  rise of  public
health  and  welfare costs  at a  time  when the  national recession  caused tax
revenues to stagnate  and decline. During  the period from  fiscal 1990  through
fiscal  1994, public health and welfare costs  rose by an average annual rate of
9.4%. Consequently,  spending on  other budgeted  programs was  restrained to  a
growth  rate below 5%,  and sources of  revenues other than  taxes became larger
components of fund revenues.

    The  General  Fund,  the  Commonwealth's  largest  fund,  receives  all  tax
receipts,  revenues, federal grants and reimbursements that are not specified by
law  to   be  deposited   elsewhere.   The  General   Fund  is   the   principal

                                      B-12
<PAGE>
operating  fund for the majority  of the Commonwealth's governmental activities.
Debt service on all obligations, except those issued for highway purposes or for
the benefit of other special revenue funds, is payable from the General Fund.

    The 1994  fiscal  year closed  with  revenues  of $15,210.7  million  (on  a
budgetary  basis), $38.6  million above the  fiscal year estimate  and 3.9% over
Commonwealth revenues during the previous fiscal year. Additional revenues  were
provided  by higher than anticipated  sales tax revenues and  a reduction in tax
refund reserve resulting from a favorable decision in a pending tax  litigation.
Personal income tax revenues, however, were below estimate. Expenditures (net of
certain   pooled  financing  expenditures   and  appropriation  lapses)  totaled
$14,934.4 million, representing a 7.2% increase over fiscal 1993 expenditures.

    The 1995 fiscal year closed with revenues of $16,224.6 million and  exceeded
the  estimate of revenues  used at the  time the budget  was enacted. The higher
than estimated revenues from tax sources  were due to faster economic growth  in
the  national and  State economy  than had  been projected  when the  budget was
adopted. Expenditures  from Commonwealth  revenues (excluding  pooled  financing
expenditures)  including $65.5 million of supplemental appropriations enacted at
the close of the 1995 fiscal  year, totalled $15,674.7 million, representing  an
increase of 5% over spending during fiscal 1994.

    The  enacted fiscal 1996 budget  provides for expenditures from Commonwealth
revenues of $16.161.7 million,  a 2.7% increase  over total appropriations  from
Commonwealth  revenues  in  fiscal 1995.  The  fiscal  1996 budget  is  based on
anticipated Commonwealth revenues, net of enacted  tax changes but prior to  tax
refunds,  of $16,268.7 million, an increase over actual fiscal 1995 Commonwealth
revenues of .3%. Excluding the estimated effects of tax changes enacted in  1994
and  1995, Commonwealth  revenues for fiscal  1996 are estimated  to increase by
approximately 2.9%. Tax changes (reductions) enacted with the fiscal 1996 budget
totalled $282.9 million, representing an approximate 1.7% of base revenues.

    The current Constitutional provisions pertaining to Commonwealth debt permit
the issuance of the following types  of debt: (i) debt to suppress  insurrection
or rehabilitate areas affected by disaster, (ii) electorate approved debt, (iii)
debt  for capital projects subject to an  aggregate debt limit of 1.75 times the
annual average  tax revenue  of the  preceding five  fiscal years  and (iv)  tax
anticipation  notes payable in the fiscal year  of issuance. All debt except tax
anticipation notes must be amortized in  substantial and regular amounts. As  of
June  30, 1995, the Commonwealth had $5,045.4 million of general obligation debt
outstanding.

    There is various litigation pending  against the Commonwealth, its  officers
and  employees.  An  adverse  decision  in one  or  more  of  these  cases could
materially affect the Commonwealth's governmental operations.

Additional Issuers

  GUAM

    Guam is governed  under the  Organic Act  of Guam  of 1950,  which gave  the
island statutory local power of self-government and made the inhabitants of Guam
citizens of the United States.

    The  economy of  Guam is  based, in  large part,  upon the  significant U.S.
military presence on the island. The federal government is the largest  employer
on  the island: in  1991, there were  10,757 active duty  military personnel and
approximately 7,762 civilian  personnel. Military spending  makes a  significant
contribution  to  Guam's  economy,  exceeding $587  million  in  1991.  The U.S.
military presence on Guam has increased recently due to the closure of Subic Bay
Naval Base and Clark Air  Force Base in the  Philippines. The United States  Air
Force headquarters has also relocated to Guam from Clark Air Force Base.

    Tourism  also plays  a major  role in Guam's  economy. Over  the past twenty
years, the tourist industry has grown rapidly, creating a construction boom  for
new  hotels and the expansion of older  hotels. With visitors coming mainly from
Japan, tourist arrivals rose by more than 16% annually between 1985 and 1990. In
1992,  there   were  approximately   900,000  tourists.   Nevertheless,   recent
earthquakes,  typhoons  and  the economic  slowdown  in Japan  have  had adverse
effects on Guam's economy. Furthermore, in 1994, Guam was faced with the problem
of offsetting the impact of military downsizing. Guam's economy is also based on
the export of fish and handicrafts.  Approximately 60% of the labor force  works
for  the  private sector,  and the  remaining 40%  (approximately) work  for the
government. Guam is  a duty-free port  and an important  distribution point  for
goods  destined for Micronesia.  Unemployment, which has  been historically low,
was 2% in 1992.

                                      B-13
<PAGE>
  PUERTO RICO

    Puerto Rico enjoys a Commonwealth status with the U.S. as a result of Public
Law 600, enacted by the  U.S. Congress in 1950 and  affirmed by a referendum  in
1952. Residents of Puerto Rico are U.S. citizens.

    Since  World  War  II,  Puerto  Rico has  undergone  a  social  and economic
transformation. Puerto Rico, which was at one time a poor, agrarian economy with
a densely populated  environment, is  now a  urbanized society  with an  economy
based  on manufacturing and  services. Despite its  long-term economic progress,
unemployment and poverty continue to be significant problems. The island's  1994
unemployment rate of 16% was more than double the corresponding U.S. figure, and
income  data for the island compare unfavorably  with even the poorest of the 50
states.

    Financial operations of recent years have reflected general economic trends,
with fiscal improvements registered during good economic times and deterioration
during slowdown.  In the  mid-1980s,  economic recovery  and stable  oil  prices
helped the Commonwealth to reduce the General Fund's accumulated deficit. Later,
as   economic  slowdown   placed  financial   operations  under   pressure,  the
Commonwealth  sought   budgetary  balance,   but   with  regular   reliance   on
non-recurring  measures. The General Fund closed  in a negative cash position in
fiscal years  1992  and 1993.  The  Commonwealth  had projected  only  a  modest
improvement in the General Fund's negative ending position for fiscal year 1994,
even  after the announcement in February 1994  of a $211 million increase in the
revenue estimate.

    In fiscal year 1995, year-to-date  General Fund reserve growth has  exceeded
expectations. Original budget projections called for revenue growth of 4.6% over
fiscal  year  1994 to  $4,878 million.  Revenue  growth in  fiscal year  1995 is
primarily driven by  individual income tax  receipts, as a  result of  continued
evasion  control  measures  and  increased  excise  taxes,  reflecting continued
economic growth.

    In 1993, Congress passed  legislation which restricts corporations'  ability
to take advantage of Section 936 credits. The extent to which these changes will
slow  business investment  in Puerto  Rico is  not clear,  although some slowing
effect is to be expected.  Also in 1993, the  Senate approved NAFTA, which  will
pose  a new challenge to the Puerto Rican economy by increasing competition from
certain areas with Mexico.

  UNITED STATES VIRGIN ISLANDS

    The Virgin Islands, comprised of St. Thomas, St. Croix and St. John, form an
unincorporated territory of the United States. The residents of the islands were
granted a measure of self-government by the Organic Act, as revised in 1954.

    The Virgin Islands are  heavily dependent on links  with the U.S.  mainland.
More  than 90% of the trade is conducted with Puerto Rico and the United States.
Tourism is the  predominant source  of employment  and income  for the  Islands.
Specifically,  the visiting cruise ship business and the advantages of duty-free
purchases are attractive to  American visitors. Although  tourism in the  Virgin
Islands  declined in 1992, in 1993 occupancy rates at hotels and on cruise ships
increased, with 18% more American tourists and 30% more European tourists.

    The Territorial Government  also plays a  vital role in  the economy of  the
Virgin  Islands. Since governmental services must  be provided on three separate
islands, the duplication of effort results in an unusually large public  sector.
In  1993,  26.8%  of  total  employment  resulted  from  Territorial  Government
employment.  The  manufacturing  sector   consists  of  textiles,   electronics,
pharmaceuticals, and watch assembly plants. International business and financial
services  are  a  small but  growing  component  of the  economy.  The  level of
unemployment has been consistently low, but rose to 3.1% in May 1993.

                                      B-14
<PAGE>
Floating Rate and Variable Rate Securities

    Each  series may  invest more  than 5%  of its  assets in  floating rate and
variable rate  securities, including  participation interests  therein and  (for
series   other  than  money  market  series)  inverse  floaters.  Floating  rate
securities normally  have  a  rate  of  interest which  is  set  as  a  specific
percentage  of a  designated base rate,  such as  the rate on  Treasury Bonds or
Bills or  the prime  rate  at a  major commercial  bank.  The interest  rate  on
floating  rate securities changes  whenever there is a  change in the designated
base interest rate.  Variable rate  securities provide for  a specific  periodic
adjustment  in the interest rate based  on prevailing market rates and generally
would allow the series to  demand payment of the  obligation on short notice  at
par  plus accrued interest, which amount may be more or less than the amount the
series paid for them. An inverse floater is a debt instrument with a floating or
variable interest rate that moves in the opposite direction of the interest rate
on another security or the  value of an index. Changes  in the interest rate  on
the  other security or interest inversely affect the residual interest rate paid
on the inverse floater, with the result that the inverse floater's price will be
considerably more  volatile than  that of  a  fixed rate  bond. The  market  for
inverse floaters is relatively new.

    Each   series  may  invest  in  participation  interests  in  variable  rate
tax-exempt securities (such  as certain  IDBs) owned by  banks. A  participation
interest  gives the series  an undivided interest in  the tax-exempt security in
the proportion  that  the series'  participation  interest bears  to  the  total
principal  amount of  the tax-exempt  security and  generally provides  that the
holder may demand repurchase within  one to seven days. Participation  interests
frequently  are backed by an irrevocable letter of credit or guarantee of a bank
that the investment adviser under the supervision of the Trustees has determined
meets the prescribed quality  standards for the series.  A series generally  has
the  right to sell  the instrument back  to the bank  and draw on  the letter of
credit on demand,  on seven days'  notice, for all  or any part  of the  series'
participation interest in the par value of the tax-exempt security, plus accrued
interest.  Each series intends to exercise the demand under the letter of credit
only (1) upon  a default  under the  terms of  the documents  of the  tax-exempt
security, (2) as needed to provide liquidity in order to meet redemptions or (3)
to maintain a high quality investment portfolio. Banks will retain a service and
letter  of credit fee and a fee  for issuing repurchase commitments in an amount
equal to  the excess  of  the interest  paid by  the  issuer on  the  tax-exempt
securities  over the  negotiated yield at  which the  instruments were purchased
from the bank  by a  series. The investment  adviser will  monitor the  pricing,
quality  and  liquidity of  the variable  rate demand  instruments held  by each
series, including the IDBs supported by bank letters of credit or guarantees, on
the basis of  published financial  information, reports of  rating agencies  and
other  bank analytical services  to which the  investment adviser may subscribe.
Participation interests will be  purchased only if, in  the opinion of  counsel,
interest  income  on  such  interests will  be  tax-exempt  when  distributed as
dividends to shareholders.

Put Options

    Each series may acquire  put options (puts) giving  the series the right  to
sell securities held in the series' portfolio at a specified exercise price on a
specified  date. Such  puts may  be acquired for  the purpose  of protecting the
series from a possible decline  in the market value  of the securities to  which
the  put applies in the event of interest  rate fluctuations and, in the case of
liquidity puts, to shorten  the effective maturity  of the underlying  security.
The  aggregate value  of the  premiums paid  to acquire  puts held  in a series'
portfolio (other than liquidity puts) may not exceed 10% of the net asset  value
of  such series. The acquisition of a put  may involve an additional cost to the
series by payment  of a premium  for the put,  by payment of  a higher  purchase
price  for securities to which the put  is attached or through a lower effective
interest rate.

    In addition, there is a credit risk associated with the purchase of puts  in
that  the issuer of the put may be unable to meet its obligation to purchase the
underlying security. Accordingly, the  series will acquire  puts only under  the
following  circumstances: (1) the put is written by the issuer of the underlying
security and such security is rated within the four highest quality grades  (two
highest  grades for the money market series) as determined by Moody's or S&P; or
(2) the put  is written  by a  person other than  the issuer  of the  underlying
security  and such person has securities outstanding which are rated within such
four (or two for the money market  series) highest quality grade of such  rating
services;  or (3) the put  is backed by a letter  of credit or similar financial
guarantee issued  by a  person  having securities  outstanding which  are  rated
within the two highest quality grades of such rating services.

                                      B-15
<PAGE>
    One  form of transaction involving liquidity  puts consists of an underlying
fixed rate municipal bond  that is subject  to a third  party demand feature  or
"tender  option". The holder of  the bond would pay a  "tender fee" to the third
party tender option provider, the amount of which would be periodically adjusted
so that the bond/ tender option combination would reasonably be expected to have
a market value  that approximates the  par value of  the bond. This  bond/tender
option  combination  would  therefore  be  functionally  equivalent  to ordinary
variable or floating rate obligations and the Fund may purchase such obligations
subject  to  certain  conditions  specified  by  the  Securities  and   Exchange
Commission (SEC).

Financial Futures Contracts and Options Thereon

    FUTURES  CONTRACTS.   Each series (except  for the money  market series) may
engage in  transactions  in  financial  futures contracts  as  a  hedge  against
interest  rate related fluctuations in the value of securities which are held in
the investment portfolio  or which the  series intends to  purchase. A  clearing
corporation associated with the commodities exchange on which a futures contract
trades  assumes responsibility for the completion of transactions and guarantees
that open  futures contracts  will  be closed.  Although interest  rate  futures
contracts  call for  actual delivery or  acceptance of debt  securities, in most
cases the contracts are closed out before the settlement date without the making
or taking of delivery.

    When the futures contract is entered into, each party deposits with a broker
or in a segregated  custodial account approximately 5%  of the contract  amount,
called  the "initial margin". Subsequent payments to and from the broker, called
"variation margin", will be made on a daily basis as the price of the underlying
security or index fluctuates, making the long and short positions in the futures
contracts more or less valuable, a process known as "marking to the market."

    When a series purchases  a futures contract, it  will maintain an amount  of
cash,  U.S. Government  obligations or liquid,  high-grade debt  securities in a
segregated account with the Fund's Custodian,  so that the amount so  segregated
plus  the amount  of initial  and variation  margin held  in the  account of its
broker equals the market  value of the futures  contract, thereby ensuring  that
the  use  of such  futures contract  is unleveraged.  A series  that has  sold a
futures contract may "cover" that position by owning the instruments  underlying
the  futures contract or  by holding a  call option on  such futures contract. A
series will not sell  futures contracts if the  value of such futures  contracts
exceeds  the  total market  value of  the securities  of the  series. It  is not
anticipated that  transactions in  futures  contracts will  have the  effect  of
increasing portfolio turnover.

    OPTIONS  ON FINANCIAL  FUTURES.   Each series  (other than  the money market
series) may purchase  call options  and write put  and call  options on  futures
contracts  and enter into  closing transactions with respect  to such options to
terminate an  existing position.  Each series  will use  options on  futures  in
connection with hedging strategies.

    An option on a futures contract gives the purchaser the right, in return for
the premium paid, to assume a position in a futures contract (a long position if
the option is a call and a short position if the option is a put) at a specified
exercise price at any time during the period of the option. Upon exercise of the
option,  the delivery of the futures position by the writer of the option to the
holder of the option will be accompanied by delivery of the accumulated  balance
in  the writer's futures margin account which represents the amount by which the
market price of the  futures contract, at  exercise, exceeds, in  the case of  a
call, or is less than, in the case of a put, the exercise price of the option on
the futures contract. If an option is exercised on the last trading day prior to
the  expiration date of the option, the settlement will be made entirely in cash
equal to the difference between the exercise price of the option and the closing
price of the futures contract on the expiration date. Currently, options can  be
purchased  or written with respect to  futures contracts on U.S. Treasury Bonds,
among other  fixed-income  securities, and  on  municipal bond  indices  on  the
Chicago Board of Trade. As with options on debt securities, the holder or writer
of  an option  may terminate  his or  her position  by selling  or purchasing an
option of the same series. There  is no guaranty that such closing  transactions
can be effected.

    When  a series hedges its portfolio by purchasing a put option, or writing a
call option, on a futures  contract, it will own a  long futures position or  an
amount  of debt  securities corresponding  to the  open option  position. When a
series writes a put option on a futures contract, it may, rather than  establish
a  segregated account,  sell the futures  contract underlying the  put option or
purchase a similar put option. In instances

                                      B-16
<PAGE>
involving the purchase of a call option  on a futures contract, the series  will
deposit  in a segregated  account with the  Fund's Custodian an  amount in cash,
U.S. government obligations or liquid,  high-grade debt securities equal to  the
market  value of the obligation underlying the futures contract, less any amount
held in the initial and variation margin accounts.

    LIMITATIONS ON  PURCHASE  AND SALE.    Under regulations  of  the  Commodity
Exchange  Act, investment companies registered  under the Investment Company Act
are exempted  from  the definition  of  "commodity pool  operator,"  subject  to
compliance  with certain conditions. The exemption is conditioned upon a series'
purchasing and selling financial futures contracts and options thereon for  BONA
FIDE  hedging transactions, except  that a series may  purchase and sell futures
contracts and  options thereon  for any  other purpose  to the  extent that  the
aggregate initial margin and option premiums do not exceed 5% of the liquidation
value  of the series' total assets. Each  series will use financial futures in a
manner consistent  with  these  requirements. With  respect  to  long  positions
assumed  by a  series, the  series will segregate  with the  Fund's Custodian an
amount of cash, U.S. Government securities or liquid, high-grade debt securities
so that the amount so segregated plus the amount of initial and variation margin
held in  the account  of  its broker  equals the  market  value of  the  futures
contracts  and thereby insures that the use of futures contracts is unleveraged.
Each series  will  continue to  invest  at least  80%  of its  total  assets  in
municipal  obligations  except in  certain  circumstances, as  described  in its
Prospectus under "How  the Fund Invests--Investment  Objective and Policies."  A
series  may not enter into futures contracts if, immediately thereafter, the sum
of the amount  of initial  and net  cumulative variation  margin on  outstanding
futures  contracts together with premiums paid  on options thereon, would exceed
20% of the total assets of the series.

    RISKS OF FINANCIAL FUTURES TRANSACTIONS.  In addition to the risk associated
with predicting movements in the direction of interest rates, discussed in  "How
the  Fund  Invests--Investment Objective  and  Policies-- Futures  Contracts and
Options Thereon" in each series' Prospectus,  there are a number of other  risks
associated with the use of financial futures for hedging purposes.

    Each series intends to purchase and sell futures contracts only on exchanges
where  there  appears to  be  a market  in  the futures  sufficiently  active to
accommodate the volume of its trading activity. There can be no assurance that a
liquid market will always  exist for any particular  contract at any  particular
time.  Accordingly, there can be no assurance that it will always be possible to
close a futures  position when such  closing is  desired; and, in  the event  of
adverse  price movements, the series would continue to be required to make daily
cash payments of variation margin. However, if futures contracts have been  sold
to  hedge  portfolio securities,  these securities  will not  be sold  until the
offsetting futures contracts can be  purchased. Similarly, if futures have  been
bought  to hedge  anticipated securities  purchases, the  purchases will  not be
executed until the offsetting futures contracts can be sold.

    The hours of trading of interest rate  futures may not conform to the  hours
during  which the series may trade municipal  securities. To the extent that the
futures markets close before the municipal securities market, significant  price
and  rate  movements can  take place  that  cannot be  reflected in  the futures
markets on a day-to-day basis.

    RISKS OF TRANSACTIONS IN OPTIONS ON  FINANCIAL FUTURES.  In addition to  the
risks  which apply to all options  transactions, there are several special risks
relating to options on futures. The ability to establish and close out positions
on such options will be subject to the maintenance of a liquid secondary market.
Compared to  the sale  of financial  futures,  the purchase  of put  options  on
financial  futures involves less potential risk  to a series because the maximum
amount at risk  is the premium  paid for the  options (plus transaction  costs).
However,  there may  be circumstances  when the  purchase of  a put  option on a
financial future would result in a loss to a series when the sale of a financial
future would  not, such  as when  there  is no  movement in  the price  of  debt
securities.

    An  option position may be  closed out only on  an exchange which provides a
secondary market for an option of  the same series. Although a series  generally
will  purchase  only those  options  for which  there  appears to  be  an active
secondary market, there  is no assurance  that a liquid  secondary market on  an
exchange  will exist for any  particular option, or at  any particular time, and
for some options, no secondary market on an exchange

                                      B-17
<PAGE>
may  exist.  In  such  event,  it  might  not  be  possible  to  effect  closing
transactions  in particular options, with the result that a series would have to
exercise its options in order to realize any profit and would incur  transaction
costs  upon the sale  of underlying securities  pursuant to the  exercise of put
options.

    Reasons for the absence of a liquid secondary market on an exchange  include
the  following:  (i)  there  may be  insufficient  trading  interest  in certain
options, (ii) restrictions may be imposed by an exchange on opening transactions
or closing  transactions or  both,  (iii) trading  halts, suspensions  or  other
restrictions  may be  imposed with  respect to  particular classes  or series of
options or underlying securities, (iv)  unusual or unforeseen circumstances  may
interrupt  normal operations on  an exchange, (v) the  facilities of an exchange
may not at all times be adequate to handle current trading volume or (vi) one or
more exchanges could, for economic or  other reasons, decide or be compelled  at
some future date to discontinue the trading of options (or a particular class or
series  of options), in which event the secondary market on that exchange (or in
that class or  series of  options) would  cease to  exist, although  outstanding
options  on that  exchange could continue  to be exercisable  in accordance with
their terms.

    There is no assurance that higher than anticipated trading activity or other
unforeseen events  might  not,  at times,  render  certain  clearing  facilities
inadequate,  and thereby  result in  the institution  by an  exchange of special
procedures which may interfere with the timely execution of customers' orders.

When-Issued and Delayed Delivery Securities

    Each series may purchase tax-exempt  securities on a when-issued or  delayed
delivery  basis, in which  case delivery and payment  normally take place within
one month after the date of  the commitment to purchase. The payment  obligation
and  the interest rate  that will be  received on the  tax-exempt securities are
each fixed at the time the buyer enters into the commitment. The purchase  price
for  the security includes  interest accrued during  the period between purchase
and settlement and, therefore,  no interest accrues to  the economic benefit  of
the  series until delivery and  payment take place. Although  a series will only
purchase a tax-exempt security on a  when-issued or delayed delivery basis  with
the  intention of actually  acquiring the securities, the  series may sell these
securities before the settlement date if it is deemed advisable.

    Tax-exempt securities purchased on a  when-issued or delayed delivery  basis
are subject to changes in market value based upon the public's perception of the
creditworthiness of the issuer and changes, real or anticipated, in the level of
interest  rates (which will generally result  in similar changes in value, I.E.,
experiencing both appreciation when interest rates decline and depreciation when
interest  rates  rise).  Therefore,  to   the  extent  that  a  series   remains
substantially  fully invested at the same  time that it has purchased securities
on a when-issued  or delayed  delivery basis, the  market value  of the  series'
assets  will vary  to a greater  extent than otherwise.  Purchasing a tax-exempt
security on a when-issued or delayed delivery basis can involve a risk that  the
yields  available in the market when the delivery takes place may be higher than
those obtained on the security so purchased.

    A segregated account of each series consisting of cash or liquid  high-grade
debt  securities equal  to the  amount of  the when-issued  and delayed delivery
commitments will be established with the  Fund's Custodian and marked to  market
daily,  with additional  cash or  liquid high-grade  debt securities  added when
necessary. When  the time  comes  to pay  for  when-issued or  delayed  delivery
securities,  the  series  will  meet  their  respective  obligations  from  then
available cash flow,  sale of  securities held in  a separate  account, sale  of
other  securities or, although they would not normally expect to do so, from the
sale of the when-issued securities themselves (which may have a value greater or
less than the series' payment obligations). The sale of securities to meet  such
obligations  carries with it a greater  potential for the realization of capital
gain, which is not exempt from state or federal income taxes. See "Distributions
and Tax Information."

    Each series (other than the money market series) may also purchase municipal
forward contracts. A municipal forward contract is a municipal security which is
purchased on a  when-issued basis with  delivery taking place  up to five  years
from  the date of purchase. No interest will accrue on the security prior to the
delivery date. The investment adviser will monitor the liquidity, value,  credit
quality  and delivery of the security under the supervision of the Trustees. The
Fund has obtained a ruling from Florida authorities that such municipal  forward
contracts qualify as assets exempt from the Florida intangibles tax.

                                      B-18
<PAGE>
Portfolio Turnover

    Portfolio  transactions  will  be  undertaken  principally  to  accomplish a
series' objective in relation to anticipated  movements in the general level  of
interest  rates but  a series may  also engage in  short-term trading consistent
with its objective. Securities may be  sold in anticipation of a market  decline
(a  rise in  interest rates) or  purchased in  anticipation of a  market rise (a
decline in interest rates) and later sold.  In addition, a security may be  sold
and  another purchased at approximately the same  time to take advantage of what
the investment adviser believes to be a temporary disparity in the normal  yield
relationship between the two securities. Yield disparities may occur for reasons
not  directly  related to  the investment  quality of  particular issues  or the
general movement  of interest  rates, due  to  such factors  as changes  in  the
overall  demand  for or  supply  of various  types  of tax-exempt  securities or
changes in the investment objectives of investors.

    The Fund's investment policies may lead to frequent changes in  investments,
particularly  in  periods of  rapidly fluctuating  interest  rates. A  change in
securities held by a series is known as "portfolio turnover" and may involve the
payment by the series of dealer mark-ups or underwriting commissions, and  other
transaction  costs on the sale of securities,  as well as on the reinvestment of
the proceeds in other securities. Portfolio  turnover rate for a fiscal year  is
the  ratio of the  lesser of purchases  or sales of  portfolio securities to the
monthly average of the value of portfolio securities--excluding securities whose
maturities at acquisition were  one year or less.  A series' portfolio  turnover
rate  will not be a limiting factor when  the Fund deems it desirable to sell or
purchase securities. For the  fiscal year ended August  31, 1995, the  portfolio
turnover  rate  of each  series,  other than  the  money market  series,  was as
follows:

<TABLE>
<CAPTION>
                                                                                 Portfolio
Series                                                                         Turnover Rate
- -----------------------------------------------------------------------------  --------------
<S>                                                                            <C>
Florida......................................................................         65%
Hawaii Income................................................................         75%
Maryland.....................................................................         49%
Massachusetts................................................................         36%
Michigan.....................................................................         33%
New Jersey...................................................................         37%
New York.....................................................................         57%
North Carolina...............................................................         28%
Ohio.........................................................................         38%
Pennsylvania.................................................................         19%
</TABLE>

Illiquid Securities

    A series may invest up to 15% (10%  in the case of the money market  series)
of  its net assets in illiquid securities, including repurchase agreements which
have a maturity of longer than seven days, securities with legal or  contractual
restrictions  on  resale (restricted  securities)  and securities  that  are not
readily marketable. Repurchase agreements subject to demand are deemed to have a
maturity equal  to the  notice period.  Mutual  funds do  not typically  hold  a
significant amount of illiquid securities because of the potential for delays on
resale  and uncertainty in valuation. Limitations  on resale may have an adverse
effect on the marketability of portfolio  securities and a mutual fund might  be
unable  to dispose of  illiquid securities promptly or  at reasonable prices and
might thereby experience difficulty satisfying redemptions within seven days.

    Municipal lease obligations will not be considered illiquid for purposes  of
the  series' limitation on  illiquid securities provided  the investment adviser
determines that there  is a  readily available  market for  such securities.  In
reaching  liquidity decisions, the investment adviser will consider, INTER ALIA,
the following factors: (1) the frequency of trades and quotes for the  security,
(2)  the number  of dealers  wishing to  purchase or  sell the  security and the
number of other potential purchasers, (3)  dealer undertakings to make a  market
in  the security,  and (4)  the nature  of the  security and  the nature  of the
marketplace trades (E.G., the time needed to dispose of the security, the method
of soliciting  offers  and the  mechanics  of  the transfer).  With  respect  to
municipal  lease  obligations, the  investment adviser  also considers:  (1) the
willingness  of  the  municipality  to  continue,  annually  or  biannually,  to
appropriate  funds for payment of  the lease, (2) the  general credit quality of
the municipality  and  the essentiality  to  the municipality  of  the  property
covered by the lease, (3) in the case of unrated

                                      B-19
<PAGE>
municipal lease obligations, an analysis of factors similar to that performed by
nationally  recognized statistical rating organizations in evaluating the credit
quality of a municipal lease obligation, including (i) whether the lease can  be
cancelled,  (ii)  if  applicable,  what  assurance  there  is  that  the  assets
represented by the lease can be sold, (iii) the strength of the lessee's general
credit (E.G., its debt, administrative, economic and financial characteristics),
(iv) the likelihood that the municipality will discontinue appropriating funding
for the leased property  because the property is  no longer deemed essential  to
the  operations  of  the  municipality  (E.G., the  potential  for  an  event of
non-appropriation) and  (v)  the legal  recourse  in  the event  of  failure  to
appropriate  and (4) any other factors  unique to municipal lease obligations as
determined by the investment adviser.

Repurchase Agreements

    The series' repurchase agreements will be collateralized by U.S.  Government
obligations.  The  series  will  enter into  repurchase  transactions  only with
parties meeting creditworthiness standards approved by the Fund's Trustees.  The
Fund's  investment  adviser will  monitor the  creditworthiness of  such parties
under the general  supervision of the  Trustees. In  the event of  a default  or
bankruptcy  by  a  seller,  the  series  will  promptly  seek  to  liquidate the
collateral. To the  extent that the  proceeds from any  sale of such  collateral
upon  a default  in the  obligation to repurchase  are less  than the repurchase
price, the series will suffer a loss.

    The series participate in a  joint repurchase account with other  investment
companies  managed by Prudential Mutual Fund  Management, Inc. (PMF) pursuant to
an order of  the SEC.  On a  daily basis, any  uninvested cash  balances of  the
series may be aggregated with those of such investment companies and invested in
one  or  more repurchase  agreements. Each  fund or  series participates  in the
income earned or accrued  in the joint  account based on  the percentage of  its
investment.

    Except as described above and under "Investment Restrictions," the foregoing
investment  policies are not fundamental  and may be changed  by the Trustees of
the Fund without the vote of a majority of its outstanding voting securities (as
defined above).

                            INVESTMENT RESTRICTIONS

    The following restrictions  are fundamental  policies. Fundamental  policies
are  those which  cannot be  changed without  the approval  of the  holders of a
majority of the outstanding  voting securities of a  series. A "majority of  the
outstanding  voting  securities" of  a series,  when used  in this  Statement of
Additional Information,  means  the lesser  of  (i)  67% of  the  voting  shares
represented at a meeting at which more than 50% of the outstanding voting shares
are  present in  person or  represented by proxy  or (ii)  more than  50% of the
outstanding voting shares.

    The Fund may not:

        1.   Purchase  securities  on  margin, but  the  Fund  may  obtain  such
    short-term  credits as may  be necessary for  the clearance of transactions.
    For the purpose  of this  restriction, the deposit  or payment  by the  Fund
    (except   with  respect  to   the  Connecticut  Money   Market  Series,  the
    Massachusetts Money Market Series, the New York Money Market Series and  the
    New  Jersey  Money  Market  Series)  of  initial  or  maintenance  margin in
    connection with futures  contracts or  related options  transactions is  not
    considered the purchase of a security on margin.

        2.  Make short sales of securities or maintain a short position.

        3.   Issue senior securities, borrow  money or pledge its assets, except
    that the Fund may on behalf of a series borrow up to 20% of the value of its
    total assets (calculated when the loan is made) for temporary, extraordinary
    or emergency purposes. The  Fund may pledge  up to 20% of  the value of  its
    total  assets to secure  such borrowings. For  purposes of this restriction,
    the preference as to shares of a  series in liquidation and as to  dividends
    over  all  other series  of  the Fund  with  respect to  assets specifically
    allocated to that  series, the purchase  and sale of  futures contracts  and
    related  options, collateral arrangements with respect to margin for futures
    contracts, the  writing  of related  options  (except with  respect  to  the
    Connecticut  Money Market Series, the Massachusetts Money Market Series, the
    New York Money Market Series and the

                                      B-20
<PAGE>
    New Jersey Money  Market Series)  and obligations  of the  Fund to  Trustees
    pursuant  to  deferred compensation  arrangements, are  not  deemed to  be a
    pledge of assets or  the issuance of  a senior security.  The Fund will  not
    purchase portfolio securities if its borrowings exceed 5% of the assets.

        4.   Purchase  any security  if as a  result, with  respect to  75% of a
    series' total assets (except  with respect to  the Connecticut Money  Market
    Series,  the  Florida Series,  the Hawaii  Income Series,  the Massachusetts
    Money Market Series,  the New Jersey  Money Market Series  and the New  York
    Income  Series), more  than 5% of  the total  assets of any  series would be
    invested in the securities of any one issuer (provided that this restriction
    shall not apply  to obligations  issued or  guaranteed as  to principal  and
    interest    either   by   the   U.S.   Government   or   its   agencies   or
    instrumentalities).

        5.  Buy or  sell commodities or commodity  contracts, or real estate  or
    interests  in  real  estate, although  it  may purchase  and  sell financial
    futures  contracts  and  related  options   (except  with  respect  to   the
    Connecticut  Money Market Series, the Massachusetts Money Market Series, the
    New York  Money Market  Series  and the  New  Jersey Money  Market  Series),
    securities  which are  secured by  real estate  and securities  of companies
    which invest or deal in real estate.

        6.  Act as underwriter except to the extent that, in connection with the
    disposition of portfolio securities, it may  be deemed to be an  underwriter
    under certain federal securities laws.

        7.   Invest  in interests  in oil, gas  or other  mineral exploration or
    development programs.

        8.  Make loans, except through repurchase agreements.

    Whenever any fundamental investment policy or investment restriction  states
a maximum percentage of the Fund's assets, it is intended that if the percentage
limitation  is  met  at the  time  the investment  is  made, a  later  change in
percentage resulting  from  changing total  or  net  asset values  will  not  be
considered  a violation of  such policy. However,  in the event  that the Fund's
asset coverage for borrowings falls below 300%, the Fund will take prompt action
to reduce its borrowings, as required by applicable law.

    In order to comply with certain state "blue sky" restrictions, the Fund will
not as a matter of operating policy:

        1.  Invest in oil, gas and mineral leases or programs.

        2.  Purchase warrants if as a result the Fund would then have more  than
    5%  of its  net assets  (determined at the  time of  investment) invested in
    warrants. Warrants  will  be valued  at  the lower  of  cost or  market  and
    investment  in warrants which are not listed  on the New York Stock Exchange
    or American Stock Exchange will  be limited to 2%  of the Fund's net  assets
    (determined  at the time of investment). For the purpose of this limitation,
    warrants acquired  in units  or  attached to  securities  are deemed  to  be
    without value.

        3.  Purchase any interests in real estate limited partnerships which are
    not readily marketable.

        4.    Purchase  securities  of  other  investment  companies,  except in
    connection with a  merger, consolidation, reorganization  or acquisition  of
    assets.

        5.   Purchase the securities of any one issuer if any officer or trustee
    of the Fund or  the Manager or Subadviser  owns more than 1/2  of 1% of  the
    outstanding  securities of such  issuer, and such  officers and trustees who
    own more than 1/2 of 1% own in the aggregate more than 5% of the outstanding
    securities of such issuer.

        6.  Invest more than 5% of its total assets in securities of  unseasoned
    issuers, including their predecessors, which have been in operation for less
    than  three years  and equity  securities of  issuers which  are not readily
    marketable.

                                      B-21
<PAGE>
                             TRUSTEES AND OFFICERS

<TABLE>
<CAPTION>
                                                                               Principal Occupation
       Name, Address and Age          Position with Fund                       During Past 5 Years
- ------------------------------------  ------------------  --------------------------------------------------------------
<S>                                   <C>                 <C>
 Edward D. Beach(70)................    Trustee           President  and  Director  of  BMC  Fund,  Inc.,  a  closed-end
 c/o Prudential Mutual Fund                                 investment  company; previously,  Vice Chairman  of Broyhill
 Management, Inc.                                           Furniture Industries,  Inc.;  Certified  Public  Accountant;
 One Seaport Plaza                                          Secretary and Treasurer of Broyhill Family Foundation, Inc.;
 New York, NY                                               Member  of  the  Board  of Trustees  of  Mars  Hill College;
                                                            President, Treasurer  and Director  of The  High Yield  Plus
                                                            Fund,  Inc. and First Financial  Fund, Inc.; Director of The
                                                            Global Government  Plus  Fund,  Inc. and  The  Global  Total
                                                            Return Fund, Inc.

 Eugene C. Dorsey(68)...............    Trustee           Retired  President, Chief Executive Officer and Trustee of the
 c/o Prudential Mutual Fund                                 Gannett Foundation (now Freedom Forum); former Publisher  of
 Management, Inc.                                           four  Gannett  newspapers  and  Vice  President  of  Gannett
 One Seaport Plaza                                          Company;  past  Chairman  of  Independent  Sector  (national
 New York, NY                                               coalition  of philanthropic  organizations); former Chairman
                                                            of the  American  Council  for the  Arts;  Director  of  the
                                                            Advisory  Board of Chase Manhattan Bank of Rochester and The
                                                            High Yield Income Fund, Inc.

 Delayne Dedrick Gold(57)...........    Trustee           Marketing and Management Consultant.
 c/o Prudential Mutual Fund
 Management, Inc.
 One Seaport Plaza
 New York, NY

*Harry A. Jacobs, Jr.(74)...........    Trustee           Senior Director (since January 1986) of Prudential  Securities
 One Seaport Plaza                                          Incorporated   (Prudential  Securities);   formerly  Interim
 New York, NY                                               Chairman and Chief  Executive Officer  of Prudential  Mutual
                                                            Fund  Management, Inc. (PMF) (June-September 1993); formerly
                                                            Chairman of the Board  of Prudential Securities  (1982-1985)
                                                            and  Chairman of  the Board  and Chief  Executive Officer of
                                                            Bache Group  Inc. (1977-1982);  Director of  the Center  for
                                                            National  Policy, The First Australia  Fund, Inc., The First
                                                            Australia Prime  Income Fund,  Inc., The  Global  Government
                                                            Plus  Fund,  Inc. and  The Global  Total Return  Fund, Inc.;
                                                            Trustee of the Trudeau Institute.
<FN>
- --------------
*"Interested" Trustee, as defined  in the Investment Company  Act, by reason  of
 his affiliation with Prudential Securities or PMF.
</TABLE>

                                      B-22
<PAGE>

<TABLE>
<CAPTION>
                                                                               Principal Occupation
       Name, Address and Age          Position with Fund                       During Past 5 Years
- ------------------------------------  ------------------  --------------------------------------------------------------
<S>                                   <C>                 <C>
 Thomas T. Mooney(53)........    Trustee        President  of the Greater  Rochester Metro Chamber
 c/o Prudential Mutual Fund                     of  Commerce;  formerly  Rochester  City  Manager;
 Management, Inc.                                 Trustee  of  Center  for  Governmental Research,
 One Seaport Plaza                                Inc.; Director of Monroe County Water Authority,
 New York, NY                                     Rochester Jobs, Inc.,  Blue Cross of  Rochester,
                                                  Executive  Service  Corps  of  Rochester, Monroe
                                                  County   Industrial   Development   Corporation,
                                                  Northeast  Midwest  Institute,  First  Financial
                                                  Fund, Inc.,  The  Global Government  Plus  Fund,
                                                  Inc., The Global Total Return Fund, Inc. and The
                                                  High Yield Plus Fund, Inc.

 Thomas H. O'Brien(70).......    Trustee        President  of  O'Brien  Associates  (Financial and
 c/o Prudential Mutual Fund                       Management  Consultants)  (since  April   1984);
 Management, Inc.                                 formerly  President of  Jamaica Water Securities
 One Seaport Plaza                                Corp. (holding  company)  (February  1989-August
 New York, NY                                     1990);  Director (September 1987-April 1991) and
                                                  Chairman  of  the  Board  and  Chief   Executive
                                                  Officer   (September   1987-February   1989)  of
                                                  Jamaica  Water  Supply   Company;  Director   of
                                                  Ridgewood Savings Bank and Yankee Energy System,
                                                  Inc.; Trustee of Hofstra University.

*Richard A. Redeker(52)......    President and  President,  Chief  Executive Officer  and Director
 One Seaport Plaza               Trustee        (since  October  1993)  of  PMF;  Executive   Vice
 New York, NY                                     President,  Director  and  Member  of  Operating
                                                  Committee  (since   October  1993),   Prudential
                                                  Securities;   Director  (since   October  1993),
                                                  Prudential  Securities  Group,  Inc.;  Executive
                                                  Vice   President,   The   Prudential  Investment
                                                  Corporation  (since   January  1994);   formerly
                                                  Senior  Executive Vice President and Director of
                                                  Kemper  Financial   Services,  Inc.   (September
                                                  1978-September  1993); President and Director of
                                                  The  Global  Government  Plus  Fund,  Inc.,  The
                                                  Global Total Return Fund Inc. and The High Yield
                                                  Income Fund, Inc.
- --------------
*"Interested"  Trustee, as defined  in the Investment Company  Act, by reason of
 his affiliation with Prudential Securities or PMF.
</TABLE>

                                      B-23
<PAGE>

<TABLE>
<CAPTION>
                                                                               Principal Occupation
       Name, Address and Age          Position with Fund                       During Past 5 Years
- ------------------------------------  ------------------  --------------------------------------------------------------
<S>                                   <C>                 <C>
 Nancy H. Teeters(65)........    Trustee        Economist;  formerly  Vice  President  and   Chief
 c/o Prudential Mutual Fund                       Economist (March 1986-June 1990) of
 Management, Inc.                                 International   Business  Machines  Corporation;
 One Seaport Plaza                                Director of Inland Steel Industries (since  July
 New York, NY                                     1991), First Financial Fund, Inc. and The Global
                                                  Total Return Fund, Inc.

 Robert F. Gunia(48).........    Vice           Chief  Administrative  Officer (since  July 1990),
 One Seaport Plaza               President      Director  (since  January  1989),  Executive  Vice
 New York, NY                                     President, Treasurer and Chief Financial Officer
                                                  (since  June 1987) of PMF; Senior Vice President
                                                  (since March  1987)  of  Prudential  Securities;
                                                  Vice  President and Director of The Asia Pacific
                                                  Fund, Inc. (since May 1989).

 S. Jane Rose(49)............    Secretary      Senior Vice President (since January 1991), Senior
 One Seaport Plaza                                Counsel  (since  June   1987)  and  First   Vice
 New York, NY                                     President  (June  1987-December  1990)  of  PMF;
                                                  Senior Vice President and Senior Counsel  (since
                                                  June  1992)  of Prudential  Securities; formerly
                                                  Vice President and Associate General Counsel  of
                                                  Prudential Securities.

 Grace Torres(36)............    Treasurer and  First  Vice President  (since March  1994) of PMF;
 One Seaport Plaza               Principal      First  Vice  President   (since  March  1994)   of
 New York, NY                    Financial and    Prudential   Securities;  prior   thereto,  Vice
                                 Accounting       President of Bankers Trust Corporation.
                                 Officer

 Ronald Amblard(37)..........    Assistant      First Vice  President  (since  January  1994)  and
 One Seaport Plaza               Secretary      Associate  General Counsel (since January 1992) of
 New York, NY                                     PMF;  Vice  President   and  Associate   General
                                                  Counsel  of Prudential Securities (since January
                                                  1992);  formerly,   Assistant  General   Counsel
                                                  (August   1988-December  1991),  Associate  Vice
                                                  President (January 1989-December 1990) and  Vice
                                                  President (January 1991-December 1993) of PMF.

 Deborah A. Docs(37).........    Assistant      Vice   President  and  Associate  General  Counsel
 One Seaport Plaza               Secretary      (since January 1993)  of PMF;  Vice President  and
 New York, NY                                     Associate  General Counsel  (since January 1993)
                                                  of Prudential  Securities; previously  Associate
                                                  Vice  President  (January  1990-December  1992),
                                                  Assistant Vice President (January  1989-December
                                                  1989)  and  Assistant General  Counsel (November
                                                  1991-
                                                  December 1992) of PMF.
</TABLE>

                                      B-24
<PAGE>
    Trustees and officers of the Fund are also Trustees, directors and  officers
of  some  or all  of the  other investment  companies distributed  by Prudential
Securities or Prudential Mutual Fund Distributors, Inc.

    The officers  conduct and  supervise the  daily business  operations of  the
Fund,  while  the  Trustees, in  addition  to  their functions  set  forth under
"Manager" and "Distributor," review such actions and decide on general policy.

    The Fund pays each of  its Trustees who is not  an affiliated person of  the
Manager  or  the Fund's  investment adviser  annual  compensation of  $9,000, in
addition to certain  out-of-pocket expenses. Mr.  Dorsey receives his  Trustees'
fee  pursuant to a deferred fee agreement with  the Fund. Under the terms of the
agreement, the Fund accrues daily the amount of such Trustees' fees which accrue
interest at a rate equivalent to  the prevailing rate applicable to 90-day  U.S.
Treasury  Bills at the beginning of each calendar quarter or, pursuant to an SEC
Exemptive order,  at the  daily rate  of return  of the  Fund (the  Fund  rate).
Payment  of the interest so accrued is also deferred and accruals become payable
at the option of the Trustee. The Fund's obligation to make payments of deferred
Trustees' fees, together with interest thereon,  is a general obligation of  the
Fund.

    The Trustees have adopted a retirement policy which calls for the retirement
of  Trustees on December 31 of the year in which they reach the age of 72 except
that retirement is being phased in for Trustees  who were age 68 or older as  of
December  31, 1993.  Under this  phase-in provision,  Messrs. Beach,  Jacobs and
O'Brien  are  scheduled  to  retire  on  December  31,  1999,  1998  and   1999,
respectively.

    Pursuant to the terms of the Management Agreement with the Fund, the Manager
pays  all compensation of officers and employees of the Fund as well as the fees
and expenses of  all Trustees  of the  Fund who  are affiliated  persons of  the
Manager.

    The  following table sets forth the  aggregate compensation paid by the Fund
for the fiscal year ended August 31, 1995 to the Trustees who are not affiliated
with the  Manager and  the  aggregate compensation  paid  to such  Trustees  for
service  on the Fund's  Board and the  Boards of any  other investment companies
managed by PMF (Fund Complex) for the calendar year ended December 31, 1994.

                               Compensation Table

<TABLE>
<CAPTION>
                                                                                                          Total
                                                               Pension or                              Compensation
                                                               Retirement                               From Fund
                                              Aggregate     Benefits Accrued     Estimated Annual        and Fund
                                             Compensation    As Part of Fund       Benefits Upon       Complex Paid
Name and Position                             From Fund         Expenses            Retirement         to Trustees
- ------------------------------------------  --------------  -----------------  ---------------------  --------------
<S>                                         <C>             <C>                <C>                    <C>
Edward D. Beach, Trustee..................    $    9,000             None                  N/A         $    159,000(20/39)**
Eugene C. Dorsey, Trustee.................    $    9,000             None                  N/A         $     61,000*(7/34)**
Delayne Dedrick Gold, Trustee.............    $    9,000             None                  N/A         $    185,000(24/43)**
Thomas T. Mooney, Trustee.................    $    9,000             None                  N/A         $    126,000(15/36)**
Thomas H. O'Brien, Trustee................    $    9,000             None                  N/A         $     44,000(6/24)**
Nancy H. Teeters, Trustee.................    $    9,000             None                  N/A         $     95,000(12/28)**
</TABLE>

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

 * All compensation for  the calendar  year ended December  31, 1994  represents
   deferred  compensation. Aggregate compensation  from the Fund  for the fiscal
   year ended August 31, 1995, including accrued interest, amounted to  $10,075.
   Aggregate  compensation from  all of  the funds in  the Fund  Complex for the
   calendar year ended December 31,  1994, including accrued interest,  amounted
   to approximately $61,000.

** Indicates  number of funds/portfolios in Fund Complex (including the Fund) to
   which aggregate compensation relates.

    As of October 13, 1995, the Trustees  and officers of the Fund, as a  group,
owned beneficially less than 1% of the outstanding shares of beneficial interest
of each series of the Fund.

    As  of October 13,  1995, the beneficial owners,  directly or indirectly, of
more than 5% of the outstanding shares of any class of beneficial interest of  a
Series   were:   Randall  E.L.   Falck,  revocable   trust  DTD   12/03/91,  FBO

                                      B-25
<PAGE>
Randall E.L. Falck, Randall E.L. Falck Trustee, 8049 Whisper Lake Lane W., Ponte
Vedra, FL 32082 3115, who held 50,921  Class C shares of Florida Series  (5.8%);
Joseph R. Rainwater Trustee, Brown V Rainwater Living Trust #1, UA DTD 06/21/86,
P.O.  Box 10875, Pensacola, FL 32524-0875, who held 45,997 Class C shares of the
Florida Series (5.2%);  Prudential Mutual  Fund Management,  Inc., Attn.  Dennis
Annarumma,  One Seaport Plaza, New York, NY 10038-3526, who held 171,851 Class A
shares of Hawaii Income Series (62.5%);  Evelyn J. Gerner, Trustee, Amended  and
Restated  Self  Trusted  TR  UA  DTD 09/03/87,  619  Hunakai  St.,  Honolulu, HI
96816-4909, who held  60,986 Class  A shares  of Hawaii  Income Series  (22.2%);
Evelyn J. Gerner, Trustee, Amended and Restated Self Trusted TR UA DTD 09/05/87,
619  Hunakai St.,  Honolulu, HI  96816-4909, who held  60,987 Class  B shares of
Hawaii Income Series (8.2%); Erica K. Hsiao, Trustee, C. Hsiao & Erica Hsiao  TR
DTD  9/27/83, 1434  Punahou St.,  Honolulu, Hawaii  96822-4754, who  held 43,520
Class B shares of Hawaii Income Series (5.8%); Desmond K. Brooks and Pauline  M.
Brooks  and Sharon M. Wong, JTWROS C/O INS INC, 210 Ward Ave. #216, Honolulu, HI
96814-4008, who held 4,750 Class C shares of Hawaii Income Series (6.8%);  Ralph
S.  Tawata & Betty Y.  Tawata, JT TEN, 3150  Oahu Ave., Honolulu, HI 96822-1246,
who held  6,274 Class  C shares  of  Hawaii Income  Series (9.0%);  Saundra  Gay
Lormand,  Trustee, The  Mildred Evelyn  Metzler Kraynik  RLT UA  DTD 1/2/92, FBO
Mildred E. M. Kraynik,  1641 Vancouver Way, Livermore,  CA 94550-6133, who  held
4,514  Class C  shares of  Hawaii Income  Series (6.4%);  Thomas K.  Tsubota and
Miyako I. Isubota, Trustees FBO, Thomas K. & Miyuako I. Tsubota REV Living Trust
DTD 04/19/90, 911 11th  Ave., Honolulu, HI 96816-2240,  who held 10,670 Class  C
shares of Hawaii Income Series (15.2%); Miyoko Goto, Trustee FBO Miyoko Goto REV
Living  Trust DTD  2/05/83, 2320 Liliha  St., Honolulu, HI  96817-1648, who held
5,465 Class C shares of Hawaii Income Series (7.8%); and Trish D. Eustace,  1930
Alaeloa  St., Honolulu, HI 96821-1019,  who held 6,550 Class  C shares of Hawaii
Income Series (9.4%); Henry Nathan II &  Elaine T. Nathan, JT TEN, 6222  Roblynn
Road,  Laurel, MD  20707-2635, who  held 1,416  Class C  shares of  the Maryland
Series  (24.0%);  Elbertha  S.  Cassedy,  506  S.  Newkirk  St.,  Baltimore,  MD
21224-4429, who held 1,308 Class C shares of Maryland Series (22.1%); Prudential
Securities,  Inc., FA Erma N.  Ruble, who held 1,025  Class C shares of Maryland
Series (17.3%); Milton Bryant Jr., c/o Universal Systems, Inc., 14585 Avion Pky,
Chantilly, VA  22021-1132, who  held 2,153  Class C  shares of  Maryland  Series
(36.4%);  Ellen D. Rothberg,  102 West Emerson St.,  Melrose, MA 02176-3129, who
held 280 Class C shares of  Massachusetts Series (22.6%); Penny Boyce, P.O.  Box
392,  Bolton, MA 01740-0392, who held 94  Class C shares of Massachusetts Series
(7.5%); George  Cares &  Hope Cares,  JT  TEN, 356  Maryland Ave.,  N.E.,  Grand
Rapids,  MI 49503-3940, who held 5,765 Class C shares of Michigan Series (6.8%);
Lester I.  Fall,  Jr.,  Cynthia  D.  Fall,  JT  TEN,  12460  Lincoln,  Burt,  MI
48417-9746,  who held 1,365 Class C shares  of Michigan Series (16.2%); David D.
Verdier, Trustee, The David D. Verdier  Trust, UA DTD 06/02/90, 3043 Mary  Ave.,
East  Grand Rapids,  MI 49506-3150,  who held 1,291  Class C  shares of Michigan
Series (15.3%); Leu Lasevich & Larisa Lasevich, JT TEN, 167 Nathan Drive,  North
Brunswick,  NJ 08902-1234, who  held 7,283 Class  C shares of  New Jersey Series
(5.3%); Renaldo Sigismondi, 579  Lloyd Road, Aberdeen,  NJ 07747-1330, who  held
15,061  Class C shares of New Jersey Series  (10.0%); Edward J. Thran & Mary Ann
Thran, JT TEN, Lions  Head South, 7  Marta Ct., Brick,  NJ 08723-7830, who  held
16,993  Class C shares of New Jersey  Series (12.4%); Richard A. Sperling MD, 25
Sparrowbush Road, Upper  Saddle River,  NJ 07458-1411,  who held  7,818 Class  C
shares  of New Jersey Series (5.7%); James J. Castello & Frances N. Castello, JT
TEN, 6 Pine Tree Road, Ramsey, NJ 07496-2118, who held 10,298 Class C shares  of
New  Jersey Series (7.5%); Dolores Truex,  126 Mayetta Landing Road, West Creek,
NJ 08092-3100, who  held 19,770  Class C shares  of New  Jersey Series  (19.4%);
Prudential  Securities Inc., FA Arsenio Stadile,  who held 14,229 Class C shares
of New Jersey Series (10.4%);  Kandala K. Chary MD &  Vaidehi Chary, JT TEN,  99
Roxbury  Pk, East Amherst, NY  14051-1769, who held 3,161  Class C shares of New
York Series (7.1%); Henry Hocker & Gloria Hocker, JT TEN, 15 West Suffolk  Ave.,
Central  Islip, NY 11722-2142, who held 11,684 Class C shares of New York Series
(26.2%); Shelley Fehrenbach, 2 Cherry Lane, Kings Point, NY 11024-1122, who held
4,683 Class C shares of New York Series (10.5%); Suzanne E. Tyo & Carol Ann Tyo,
JT TEN, 14 Maple Ave., Shortsville, NY 14548-9316, who held 2,717 Class C shares
of New York  Series (6.1%);  Hannah B. Falk,  Parklane Apts.,  33 Gates  Circle,
Buffalo, NY 14209-1197, who held 2,635 Class C shares of New York Series (5.9%);
Mark A. Pieczonka & Catherine A. Pieczonka, JT TEN, 18 Monett Pl., Greenlawn, NY
11740-1910,  who held 9,438 Class C shares of New York Series (21.1%); Steven J.
Sybert, Rosalie B. Sybert,  JT TEN, 4509 Coburn  Ct., Charlotte, NC  28277-2551,
who  held  2,797 Class  C shares  of  North Carolina  Series (48.3%);  Howard G.
Hochrian, 1200 Dwire Pl., Durham, NC 27706-2515, who held 955 Class C shares  of
North Carolina Series (16.5%); S. J. Black and Son, Inc., P.O. Box 1105, Monroe,
NC  28111-1105, who held  838 Class C  shares of North  Carolina Series (19.5%);
Janet M. Kean,

                                      B-26
<PAGE>
Thomas J.  Kean, Co-Trustees,  Janet  H. Kean  Revocable  Living Trust,  UA  DTD
10/30/91,  17404 Randalls Ferry Road, Norwood, NC 28128-7460, who held 978 Class
C shares  of North  Carolina  Series (16.9%);  Prudential Securities,  Inc.,  FA
William  A. Arthur, who held 1,218 Class  C shares of Ohio Series (11.1%); Agnes
M. Jones & Sara J. Warner, JT TEN, 42 Carr St., Jackson, OH 45640-2106, who held
8,846 Class C shares of Ohio Series (80.6%); Dale R. Innan & Diane S. Innan,  JT
TEN,  300  High St.,  Troy,  PA 16947-1114,  who held  5,074  Class C  shares of
Pennsylvania Series (14.8%); Thomas  E. Flack & Dorothy  E. Flack, JT TEN,  2604
Radcliffe  Road,  Brodmall, PA  19008-2115,  who held  4,775  Class C  shares of
Pennsylvania Series (13.9%); Barry L. Joel & Tammy L. Joel, JT TEN, 7386  Beacon
Hill  Dr.,  Pittsburgh,  PA  15221-2569,  who  held  4,056  Class  C  shares  of
Pennsylvania Series  (11.8%); Virginia  N. Long,  504 Lombard  St., Tamaqua,  PA
18252-1006,  who held 2,514 Class C  shares of Pennsylvania Series (7.3%); Henry
E. Hollander & Anita  R. Hollander, JT  TEN, 149 Autumn  Drive, Level Green,  PA
15085-1424, who held 3,037 Class C shares of Pennsylvania Series (8.8%).

    As  of October  13, 1995,  Prudential Securities  was the  record holder for
other beneficial owners of the following shares of the series, representing  the
percentage shown of the outstanding shares of each such series:

<TABLE>
<CAPTION>
     Series                            Class A                 Class B                Class C
     -------------------------  ----------------------  ----------------------  --------------------
     <S>                        <C>          <C>        <C>          <C>        <C>        <C>
     Florida..................   9,872,943       (84%)     759,014       (88%)   799,595       (91%)
     Hawaii Income............     102,518       (37%)     677,110       (91%)    69,084       (89%)
     Maryland.................     956,435       (59%)   1,104,579       (55%)     4,594       (78%)
     Massachusetts............   1,296,831       (56%)   1,226,002       (51%)     1,222       (98%)
     Michigan.................   1,102,448       (50%)   1,815,895       (53%)     7,055       (84%)
     New Jersey...............   3,638,309       (82%)  17,894,009       (81%)   120,750       (88%)
     New York.................   8,354,938       (61%)   9,085,277       (67%)    43,833       (98%)
     North Carolina...........   1,566,363       (67%)   2,710,667       (78%)     2,966       (51%)
     Ohio.....................   2,221,331       (53%)   2,677,455       (51%)    10,063       (92%)
     Pennsylvania.............   2,305,740       (49%)   8,665,614       (45%)    16,333       (78%)
</TABLE>

    As  of October  13, 1995,  Prudential Securities  was the  record holder for
other beneficial owners of  67,482,240 shares (or 99%  of those outstanding)  of
the  Connecticut  Money  Market  Series,  59,998,344  shares  (or  99%  of those
outstanding) of the  Massachusetts Money Market  Series, 217,127,616 shares  (or
99%  of those outstanding) of the New Jersey Money Market Series and 315,379,244
shares (or 99% of those outstanding) of the New York Money Market Series. In the
event of any meetings  of shareholders, Prudential  Securities will forward,  or
cause  the forwarding of, proxy materials to  the beneficial owners for which it
is the record holder.

                                    MANAGER

    The manager of the Fund is  Prudential Mutual Fund Management, Inc. (PMF  or
the Manager), One Seaport Plaza, New York, New York 10292. PMF serves as manager
to all of the other open-end management investment companies that, together with
the   Fund,  comprise  the  Prudential  Mutual  Funds.  See  "How  the  Fund  is
Managed--Manager" in the Prospectus  of each series. As  of September 30,  1995,
PMF  managed and/or  administered open-end and  closed-end management investment
companies with assets of approximately $51 billion. According to the  Investment
Company  Institute, as of  September 30, 1995, the  Prudential Mutual Funds were
the 13th largest family of mutual funds in the United States.

    PMF is a subsidiary  of Prudential Securities  and The Prudential  Insurance
Company  of  America  (Prudential).  PMF  has  three  wholly-owned subsidiaries:
Prudential Mutual Fund Distributors, Inc., Prudential Mutual Fund Services, Inc.
(PMFS or the Transfer Agent)  and Prudential Mutual Fund Investment  Management,
Inc.  PMFS serves as the transfer agent  for the Prudential Mutual Funds and, in
addition,  provides   customer  service,   recordkeeping  and   management   and
administration services to qualified plans.

    Pursuant   to  the  Management  Agreement  with  the  Fund  (the  Management
Agreement), PMF,  subject to  the  supervision of  the  Fund's Trustees  and  in
conformity  with the  stated policies of  the Fund, manages  both the investment
operations of  each  series  and  the composition  of  each  series'  portfolio,
including  the  purchase,  retention,  disposition and  loan  of  securities. In
connection therewith, PMF is obligated to keep certain books and records of  the
Fund.  PMF  also  administers the  Fund's  business affairs  and,  in connection
therewith, furnishes  the  Fund  with office  facilities,  together  with  those
ordinary clerical and bookkeeping services which

                                      B-27
<PAGE>
are  not being furnished by State Street Bank and Trust Company (the Custodian),
the Fund's  custodian, and  PMFS, the  Fund's transfer  and dividend  disbursing
agent.  The management services of PMF for  the Fund are not exclusive under the
terms of  the  Management  Agreement  and  PMF is  free  to,  and  does,  render
management services to others.

    For  its services, PMF receives, pursuant to the Management Agreement, a fee
at an annual rate of .50 of 1%  of the average daily net assets of each  series.
The  fee is  computed daily and  payable monthly. The  Management Agreement also
provides that, in the event the expenses of the Fund (including the fees of PMF,
but excluding  interest, taxes,  brokerage  commissions, distribution  fees  and
litigation  and indemnification  expenses and  other extraordinary  expenses not
incurred in the  ordinary course  of the Fund's  business) for  any fiscal  year
exceed  the lowest applicable annual expense limitation established and enforced
pursuant to the statutes or regulations of any jurisdiction in which the  Fund's
shares  are  qualified for  offer and  sale,  the compensation  due PMF  will be
reduced by  the  amount  of such  excess.  Reductions  in excess  of  the  total
compensation  payable to PMF will be paid by PMF to the Fund. No such reductions
were required during the fiscal year ended August 31, 1995. Currently, the  Fund
believes  that  the  most  restrictive expense  limitation  of  state securities
commissions is 2 1/2% of a series'  average daily net assets up to $30  million,
2% of the next $70 million of such assets and 1 1/2% of such assets in excess of
$100 million.

    In  connection with its management of the  business affairs of the Fund, PMF
bears the following expenses:

  (a)   the salaries and expenses of all of its and the Fund's personnel  except
the  fees and expenses of Trustees who are  not affiliated persons of PMF or the
Fund's investment adviser;

  (b)   all expenses incurred by PMF or by the Fund in connection with  managing
the ordinary course of the Fund's business, other than those assumed by the Fund
as described below; and

  (c)    the costs and expenses payable to The Prudential Investment Corporation
(PIC) pursuant to the subadvisory agreement between PMF and PIC (the Subadvisory
Agreement).

    Under the terms of the Management Agreement, the Fund is responsible for the
payment of the following expenses: (a) the fees payable to the Manager, (b)  the
fees  and expenses of Trustees who are  not affiliated persons of the Manager or
the Fund's  investment  adviser,  (c)  the fees  and  certain  expenses  of  the
Custodian  and Transfer  and Dividend  Disbursing Agent,  including the  cost of
providing  records  to  the  Manager  in  connection  with  its  obligation   of
maintaining  required records of the Fund and  of pricing the Fund's shares, (d)
the charges and expenses  of legal counsel and  independent accountants for  the
Fund,  (e) brokerage commissions  and any issue or  transfer taxes chargeable to
the Fund  in connection  with its  securities transactions,  (f) all  taxes  and
corporate fees payable by the Fund to governmental agencies, (g) the fees of any
trade  associations of  which the Fund  may be a  member, (h) the  cost of share
certificates representing  shares of  the Fund,  (i) the  cost of  fidelity  and
liability  insurance, (j) certain organization expenses of the Fund and the fees
and expenses involved in  registering and maintaining  registration of the  Fund
and  of its shares with the SEC,  registering the Fund and qualifying its shares
under state  securities laws,  including  the preparation  and printing  of  the
Fund's registration statements and prospectuses for such purposes, (k) allocable
communication  expenses with  respect to investor  services and  all expenses of
shareholders' and  Trustees' meetings  and of  preparing, printing  and  mailing
reports,  proxy  statements  and  prospectuses  to  shareholders  in  the amount
necessary  for   distribution   to   the  shareholders,   (l)   litigation   and
indemnification  expenses and other  extraordinary expenses not  incurred in the
ordinary course of the Fund's business and (m) distribution fees.

    The Management Agreement also provides that  PMF will not be liable for  any
error  of judgment or for  any loss suffered by the  Fund in connection with the
matters to which the Management Agreement relates, except a loss resulting  from
willful  misfeasance, bad faith, gross negligence or reckless disregard of duty.
The Management  Agreement  provides  that it  will  terminate  automatically  if
assigned, and that it may be terminated without penalty by either party upon not
more  than  60 days'  nor  less than  30  days' written  notice.  The Management
Agreement will continue in effect for a  period of more than two years from  the
date  of execution only so long as  such continuance is specifically approved at
least annually in  conformity with  the Investment Company  Act. The  Management
Agreement was last approved by the Trustees of the Fund, including a majority of
the  Trustees who are not parties to  such contract or interested persons of any
such party as defined in the

                                      B-28
<PAGE>
Investment Company Act, on May 5, 1995 and by shareholders of each series of the
Fund then in  existence on  December 28, 1988,  by shareholders  of the  Florida
Series  and the  New Jersey  Money Market  Series on  December 30,  1991, by the
shareholders of the Connecticut Money Market Series and the Massachusetts  Money
Market  Series on November  10, 1992 and  by the sole  shareholder of the Hawaii
Income Series on September 19, 1994.

    The amount of the management fee paid by each series of the Fund to PMF  for
the fiscal years ended August 31, 1993, 1994 and 1995 was as follows:

<TABLE>
<CAPTION>
                                                                               1993               1994               1995
                                                                         -----------------  -----------------  -----------------
<S>                                                                      <C>                <C>                <C>
Arizona*...............................................................  $      286,344     $      313,334     $      268,246(a)
Connecticut Money Market...............................................         --     (b)          63,440(b)          71,379(b)
Florida................................................................         247,845(c)         311,558(c)         231,778(c)
Georgia*...............................................................          94,559            108,130             86,901(d)
Hawaii Income..........................................................             N/A                N/A             41,133(e)
Maryland...............................................................         279,241            290,509            210,311(f)
Massachusetts..........................................................         286,520            310,614            258,040(g)
Massachusetts Money Market.............................................         --     (h)          44,800(h)          53,649(h)
Michigan...............................................................         319,163            383,005            323,133(i)
Minnesota*.............................................................         130,014            136,463            108,549(j)
New Jersey.............................................................       1,236,812(k)       1,347,284(k)       1,047,300(k)
New Jersey Money Market................................................         523,804(l)         634,767(l)         642,087(l)
New York...............................................................       1,697,889          1,820,106          1,518,552(m)
New York Money Market..................................................       1,378,198          1,402,462          1,463,815
North Carolina.........................................................         346,561            378,373            313,847(n)
Ohio...................................................................         564,784            630,490            538,657(o)
Pennsylvania...........................................................       1,186,546          1,384,548          1,182,799(p)
</TABLE>

- ------------------------
 *  No shares of this Series currently are outstanding.

(a)  PMF voluntarily waived a portion of its management fee of $19,126.

(b)  PMF  voluntarily waived all or a portion of its management fee of $265,760,
     $243,395 and $214,138, respectively.

(c)  PMF voluntarily  waived  a  portion  of its  management  fee  of  $371,767,
     $467,337 and $464,337, respectively.

(d)  PMF voluntarily waived a portion of its management fee of $6,103.

(e)  PMF voluntarily waived a portion of its management fee of $3,651.

(f)  PMF voluntarily waived a portion of its management fee of $14,170.

(g)  PMF voluntarily waived a portion of its management fee of $18,492.

(h)  PMF  voluntarily waived all or a portion of its management fee of $161,228,
     $167,335 and $160,946, respectively.

(i)   PMF voluntarily waived a portion of its management fee of $22,911.

(j)   PMF voluntarily waived a portion of its management fee of $7,592.

(k)  PMF voluntarily  waived  a  portion  of its  management  fee  of  $412,271,
     $449,095 and $483,073, respectively.

(l)   PMF  voluntarily  waived  a portion  of  its management  fee  of $323,145,
      $211,404 and $214,029, respectively.

(m)  PMF voluntarily waived a portion of its management fee of $108,361.

(n)  PMF voluntarily waived a portion of its management fee of $22,350.

(o)  PMF voluntarily waived a portion of its management fee of $38,218.

(p)  PMF voluntarily waived a portion of its management fee of $84,187.

                                      B-29
<PAGE>
    PMF has entered into  the Subadvisory Agreement  with PIC (the  Subadviser).
The  Subadvisory Agreement  provides that  PIC will  furnish investment advisory
services in connection with the management of the Fund. In connection therewith,
PIC is obligated to keep certain books and records of the Fund. PMF continues to
have responsibility  for  all  investment  advisory  services  pursuant  to  the
Management  Agreement and supervises PIC's performance  of such services. PIC is
reimbursed by  PMF for  the reasonable  costs and  expenses incurred  by PIC  in
furnishing  those services. The  unit of PIC  which provides investment advisory
services to the Fund is known as Prudential Mutual Fund Investment Management.

    Peter Allegrini oversees the municipal bond team at the Subadviser. He  also
serves as the portfolio manager of the High Yield Series of Prudential Municipal
Bond Fund and the Pennsylvania Series of the Fund. He has been in the investment
business since 1978.

    The  Subadvisory Agreement  was last approved  by the  Trustees, including a
majority of  the Trustees  who are  not parties  to the  contract or  interested
persons  of any such party  as defined in the Investment  Company Act, on May 5,
1995, by shareholders of each series of  the Fund then in existence on  December
28,  1988, by shareholders of the Florida Series and the New Jersey Money Market
Series on December  30, 1991, by  shareholders of the  Connecticut Money  Market
Series and the Massachusetts Money Market Series on November 10, 1992 and by the
sole shareholder of the Hawaii Income Series on September 19, 1994.

    The  Subadvisory Agreement provides  that it will terminate  in the event of
its  assignment  (as  defined  in  the  Investment  Company  Act)  or  upon  the
termination  of  the  Management  Agreement. The  Subadvisory  Agreement  may be
terminated by the Fund, PMF or PIC upon not more than 60 days', nor less than 30
days', written notice. The Subadvisory Agreement provides that it will  continue
in effect for a period of more than two years from its execution only so long as
such  continuance is specifically approved at  least annually in accordance with
the requirements of the Investment Company Act.

    The Subadviser maintains a  credit unit which  provides credit analysis  and
research  on both tax-exempt and  taxable fixed-income securities. The portfolio
managers  routinely  consult  with  the  credit  unit  in  managing  the  Fund's
portfolios.  The credit unit  reviews on an ongoing  basis issuers of tax-exempt
and  taxable  fixed-income  obligations,  including  prospective  purchases  and
portfolio  holdings of the  Fund. Credit analysts have  broad access to research
and financial reports, data retrieval services and industry analysts.

    With respect to  tax-exempt issuers,  credit analysts  review financial  and
operating  statements supplied by state and  local governments and other issuers
of municipal  securities  to  evaluate revenue  projections  and  the  financial
soundness  of municipal issuers. They study the impact of economic and political
developments on state and local governments, evaluate industry sectors and  meet
periodically  with public officials and other representatives of state and local
governments and  other tax-exempt  issuers  to discuss  such matters  as  budget
projections,  debt policy, the strength of the regional economy and, in the case
of revenue bonds, the demand for facilities. They also make site inspections  to
review  specified projects and  to evaluate the progress  of construction or the
operation of a facility.

    The Manager and the Subadviser are subsidiaries of Prudential, which is  one
of  the largest  diversified financial services  institutions in  the world and,
based on total assets, the largest insurance company in the North America as  of
December 31, 1994. Its primary business is to offer a full range of products and
services   in  three  areas:  insurance,  investments  and  home  ownership  for
individuals and families; health-care management and other benefit programs  for
employees  of  companies  and  members  of  groups;  and  asset  management  for
institutional clients  and  their  associates.  Prudential  (together  with  its
subsidiaries)  employs nearly 100,000  persons worldwide, and  maintains a sales
force  of  approximately  19,000  agents,  3,400  insurance  brokers  and  6,000
financial advisors. It insures or provides other financial services to more than
50  million  worldwide--to more  than one  of  every five  people in  the United
States. Prudential is a major issuer of annuities, including variable annuities.
Prudential seeks to develop  innovative products and  services to meet  consumer
needs  in  each  of its  business  areas.  Prudential has  been  engaged  in the
insurance business  since  1875. In  July  1995, INSTITUTIONAL  INVESTOR  ranked
Prudential  the third  largest institutional  money manager  of the  300 largest
money management organizations in the United States as of December 31, 1994.  As
of  December 31,  1994, Prudential  through it  subsidiaries provided automobile
insurance for  more than  1.8 million  cars and  insured more  than 1.5  million
homes.  For the year ended December 31,  1994, The Prudential Bank, a subsidiary
of Prudential,

                                      B-30
<PAGE>
served 940,000 customers in 50 states  providing credit card services and  loans
totaling  more than  $1.2 billion.  Assets held by  PSI for  its clients totaled
approximately $150 billion at  December 31, 1994. During  1994, over 28,000  new
customer  accounts were  opened each  month at  PSI. The  Prudential Real Estate
Affiliates, the  fourth largest  real  estate brokerage  network in  the  United
States,  has more than 34,000 brokers and  agents and more than 1,100 offices in
the United States.

    Based on data for the year ended December 31, 1994 for the Prudential Mutual
Funds, on an average  day, there are approximately  $80 million in common  stock
transactions,  over $100 million  in bond transactions and  over $4.1 billion in
money market transactions. In  1994, the Prudential  Mutual Funds effected  more
than 57,000 trades in money market securities and held on average $21 billion of
money  market securities. Based on complex-wide data for the year ended December
31, 1994, on an  average day, 7,168 shareholders  telephoned PMFS, the  Transfer
Agent  of the Prudential Mutual Funds, on the Prudential Mutual Funds' toll-free
number. On an annual basis, that represents approximately 1.8 million  telephone
calls and approximately 1.1 million fund transactions.

    From  time to time,  there may be  media coverage of  portfolio managers and
other investment professionals associated with the Manager and the Subadviser in
national  and  regional  publications,  on   television  and  in  other   media.
Additionally,  individual mutual fund portfolios are frequently cited in surveys
conducted by national and regional publications and media organizations such  as
THE WALL STREET JOURNAL, THE NEW YORK TIMES, BARRON'S and USA TODAY.

                                  DISTRIBUTOR

    Prudential  Mutual Fund  Distributors, Inc.  (PMFD), One  Seaport Plaza, New
York, New York  10292, acts as  the distributor of  the Class A  shares of  each
series  of the Fund having Class A shares  and of the shares of the money market
series and of the shares  of the New York Income  Series (which are not  divided
into  classes). Prudential  Securities, One  Seaport Plaza,  New York,  New York
10292, acts as the distributor of the Class B and Class C shares of the Fund.

    Under separate Distribution and Service Plans (the Class A Plan, the Class B
Plan and the Class C  Plan, collectively, the Plans)  adopted by the Fund  under
Rule 12b-1 under the Investment Company Act and separate distribution agreements
(the Distribution Agreements), PMFD and Prudential Securities (collectively, the
Distributor)  incur the expenses of distributing the Fund's Class A, Class B and
Class C  shares. See  "How the  Fund is  Managed--Distributor" in  each  series'
Prospectus.

    Prior  to January 22, 1990, the non-money  market series of the Fund offered
only one class  of shares (the  then existing  Class B shares).  On October  19,
1989,  the Trustees, including a majority of the Trustees who are not interested
persons of the Fund and who have no direct or indirect financial interest in the
operation of the Class A or Class B Plan or in any agreement related to any  one
of  the Plans (the Rule 12b-1 Trustees), at  a meeting called for the purpose of
voting on the Class A and Class B Plans, adopted a new plan of distribution  for
the  Class A shares of the  Fund (the Class A Plan)  and approved an amended and
restated plan of distribution  with respect to  the Class B  shares of the  Fund
(the  Class B Plan). On  May 6, 1993, the Trustees,  including a majority of the
Rule 12b-1 Trustees, at a meeting called for the purpose of voting on each Plan,
approved the continuance of the  Plans and Distribution Agreements and  approved
modifications  of  the  Fund's  Class  A  and  Class  B  Plans  and Distribution
Agreements to conform them with recent amendments to the National Association of
Securities Dealers, Inc. (NASD) maximum sales charge rule described below. As so
modified, the Class  A Plan provides  that (i) up  to .25 of  1% of the  average
daily  net assets of the Class A shares  may be used to pay for personal service
and/or the  maintenance of  shareholder accounts  (service fee)  and (ii)  total
distribution fees (including the service fee of .25 of 1%) may not exceed .30 of
1%.  As so modified, the Class  B Plan provides that (i) up  to .25 of 1% of the
average daily net assets of the Class B shares may be paid as a service fee  and
(ii) up to .50 of 1% (including the service fee) of the average daily net assets
of  the Class B shares  (asset-based sales charge) may  be used as reimbursement
for distribution-related  expenses with  respect to  the Class  B shares.  Total
distribution fees (including the service fee of .25 of 1%) may not exceed .50 of
1%.  On  May 6,  1993,  the Trustees,  including a  majority  of the  Rule 12b-1
Trustees, at a meeting called for the purpose of voting on the Plans, adopted  a
plan  of distribution for the Class C  shares and approved further amendments to
the plans of distribution  for the Fund's  Class A and  Class B shares  changing
them from reimbursement type plans to

                                      B-31
<PAGE>
compensation type plans. Also on May 6, 1993, the Trustees, including a majority
of the Rule 12b-1 Trustees, approved a plan of distribution (the Florida Series'
Class  C  Plan) for  the  Florida Series'  Class D  shares  (now called  Class C
shares). The Plans were last approved  by the Trustees, including a majority  of
the  Rule 12b-1  Trustees, on  May 5, 1995.  The Class  A Plan,  as amended, was
approved by Class A and Class B  shareholders, the Class B Plan was approved  by
Class  B  shareholders  and  the  Class  C Plan  was  approved  by  the  Class C
shareholders on July 19, 1994. The Florida Series' Class C Plan was approved  by
the  sole shareholder of  the Class C shares  of the Florida  Series on June 30,
1993. The Class  B Plan  was approved  by the  sole shareholder  of the  Florida
Series' Class B shares on August 1, 1994. The Class A Plan and Class B Plan were
approved  by the sole  shareholder of Class A  and Class B  shares of the Hawaii
Income Series on September 19, 1994. The  Class C Plan was approved by the  sole
shareholder  of Class C shares of the Hawaii Income Series on September 19, 1994
and of the other series having Class C shares on August 1, 1994.

    Class A Plan.  For the fiscal year ended August 31, 1995, PMFD received  the
following  payments  under  the  Class  A  Plan  from  the  series  currently in
existence:

<TABLE>
<CAPTION>
Series
- ----------------------------------------------------------------------------------
<S>                                                                                 <C>
Florida...........................................................................  $  82,514
Hawaii Income.....................................................................      2,641
Maryland..........................................................................     11,341
Massachusetts.....................................................................     15,837
Michigan..........................................................................     16,932
New Jersey........................................................................     30,290
New York..........................................................................     95,024
North Carolina....................................................................     15,244
Ohio..............................................................................     29,904
Pennsylvania......................................................................     30,092
</TABLE>

    This amount was primarily expended for payment of account servicing fees  to
financial  advisers and other  persons who sell  Class A shares.  For the fiscal
year ended August 31, 1995, PMFD also received approximate initial sales charges
with respect to the sale of Class  A shares of the currently existing series  as
follows:

<TABLE>
<CAPTION>
Series
- --------------------------------------------------------------------------------
<S>                                                                               <C>
Florida.........................................................................  $   170,300
Hawaii Income...................................................................       19,600
Maryland........................................................................        3,000
Massachusetts...................................................................        6,800
Michigan........................................................................        8,100
New Jersey......................................................................       16,200
New York........................................................................       39,400
North Carolina..................................................................      112,600
Ohio............................................................................       14,300
Pennsylvania....................................................................       32,000
</TABLE>

                                      B-32
<PAGE>
    Class  B  Plan.   For  the fiscal  year  ended August  31,  1995, Prudential
Securities received the distribution  fees paid by the  following series of  the
Fund  and the proceeds of contingent deferred sales charges paid by investors on
the redemption of Class B shares of each currently existing series as set  forth
below:

<TABLE>
<CAPTION>
                                                                                 Approximate
                                                                                 Contingent
                                                                                  Deferred
Series                                                           Amount of Fee  Sales Charges
- ---------------------------------------------------------------  -------------  -------------
<S>                                                              <C>            <C>
Florida........................................................  $      23,495  $       7,500
Hawaii Income..................................................          2,641         12,700
Maryland.......................................................        167,486        134,200
Massachusetts..................................................        197,277         69,000
Michigan.......................................................        261,080        127,100
New Jersey.....................................................      1,374,973        665,400
New York.......................................................      1,150,164        360,200
North Carolina.................................................        259,815         97,900
Ohio...........................................................        427,051        165,700
Pennsylvania...................................................      1,115,411        427,000
</TABLE>

    For  the fiscal year ended August 31,  1995, it is estimated that Prudential
Securities spent approximately the following amounts on behalf of the  currently
existing series of the Fund:

<TABLE>
<CAPTION>
                                                                  Compensation    Approximate
                      Printing and  Commission                   to Prusec* for      Total
                        Mailing     Payments to                    Commission       Amount
                      Prospectuses   Financial                    Payments to      Spent By
                        to Other    Advisers of  Overhead Costs  Representatives  Distributor
                      Than Current  Prudential   of Prudential     and Other     on Behalf of
Series                Shareholders  Securities    Securities**     Expenses**       Series
- --------------------  ------------  -----------  --------------  --------------  -------------
<S>                   <C>           <C>          <C>             <C>             <C>
Florida.............  $    4,700    $   36,200   $    318,600    $    16,400     $    375,900
Hawaii Income.......       6,400        95,700        142,500            500          245,100
Maryland............       8,800        53,700         15,000         13,400           90,900
Massachusetts.......      11,700        57,300         32,800         20,500          122,300
Michigan............       8,600        82,600         49,200         30,100          170,500
New Jersey..........      15,100       393,400        200,300         64,400          673,200
New York............      10,400       397,700        176,000        110,000          694,200
North Carolina......       8,500        77,100         43,000         15,500          144,100
Ohio................       9,900       119,700         58,000         93,000          280,600
Pennsylvania........      12,400       327,600        171,300        215,000          726,300
<FN>
- ------------------
 *Pruco Securities Corporation, an affiliated broker-dealer.
**Including lease, utility and sales promotional expenses.
</TABLE>

    The  term  "overhead costs"  represents (a)  the  expenses of  operating the
branch offices of Prudential Securities and  Prusec in connection with the  sale
of  Fund shares,  including lease costs,  the salaries and  employee benefits of
operations and sales support personnel,  utility costs, communication costs  and
the costs of stationery and supplies, (b) the cost of client sales seminars, (c)
expenses  of mutual fund sales  coordinators to promote the  sale of Fund shares
and (d) other incidental expenses relating to branch promotion of Fund sales.

    Prudential Securities  also receives  the  proceeds of  contingent  deferred
sales  charges paid by investors upon certain redemptions of Class B shares. See
"Shareholder Guide--How to Sell Your Shares--Contingent Deferred Sales  Charges"
in  the  Prospectus  of  each  applicable series  of  the  Fund.  The  amount of
distribution expenses reimbursable by the Fund is reduced by the amount of  such
contingent deferred sales charges.

                                      B-33
<PAGE>
    Class  C  Plan.   For  the fiscal  year  ended August  31,  1995, Prudential
Securities received the distribution  fees paid by the  following series of  the
Fund  under  the Class  C Plan  and  the proceeds  of contingent  deferred sales
charges paid by investors on the redemption of shares of each currently existing
series as set forth below:

<TABLE>
<CAPTION>
                                                                                Approximate
                                                                                 Contingent
                                                                                  Deferred
                                                                                   Sales
Series                                                          Amount of Fee     Charges
- --------------------------------------------------------------  --------------  ------------
<S>                                                             <C>             <C>
Florida.......................................................    $   76,991     $    1,000
Hawaii Income.................................................        29,804            100
Maryland......................................................           437         --
Massachusetts.................................................           104         --
Michigan......................................................           458         --
New Jersey....................................................         5,924            100
New York......................................................         2,439         --
North Carolina................................................           241            100
Ohio..........................................................           458         --
Pennsylvania..................................................         1,672            600
</TABLE>

    Distribution fees were expended primarily  for payment of account  servicing
fees.

    Pursuant  to Rule  12b-1, the  Plans and  the money  market series'  Plan of
Distribution (collectively, the Plans) were last approved by the Trustees of the
Fund, including the Rule 12b-1 Trustees, at a meeting called for the purpose  of
voting on the Plans on May 5, 1995.

    The  Plans provide that they shall continue in effect from year to year with
respect to each series, provided such continuance is approved annually by a vote
of the Trustees of the Fund in the manner described above. The Plans may not  be
amended to increase materially the amount to be spent for the services described
therein  without approval of  the shareholders of the  applicable class (by both
Class A and  Class B shareholders,  voting separately, in  the case of  material
amendments  to the Class A Plan), and all material amendments are required to be
approved by  the  Trustees in  the  manner described  above.  Each Plan  may  be
terminated at any time, without payment of any penalty, by vote of a majority of
the  Rule 12b-1 Trustees, or  by a vote of a  majority of the outstanding voting
securities of the applicable class  on not more than 60  days' nor less than  30
days'  written  notice  to  any  other  party  to  the  Plans.  Each  Plan  will
automatically terminate in  the event of  its assignment. The  Fund will not  be
contractually  obligated  to  pay expenses  incurred  under  any Plan  if  it is
terminated or not continued.

    Pursuant to each Plan, the Trustees will review at least quarterly a written
report of the distribution expenses incurred  on behalf of each class of  shares
of  the  Fund by  the Distributor.  The  report includes  an itemization  of the
distribution expenses and  the purposes  of such expenditures.  In addition,  as
long  as the Plans  remain in effect,  the selection and  nomination of the Rule
12b-1 Trustees shall be committed to the Rule 12b-1 Trustees.

    Pursuant to each Distribution  Agreement, the Fund  has agreed to  indemnify
Prudential Securities and PMFD to the extent permitted by applicable law against
certain   liabilities  under  the  Securities  Act  of  1933,  as  amended.  The
Distribution Agreements were last approved by the Trustees, including a majority
of the Rule 12b-1 Trustees, on May 5, 1995.

    The Connecticut Money Market, Massachusetts  Money Market, New Jersey  Money
Market,  and the New York  Money Market Series' Plan  of Distribution (the Money
Market Plan) was last approved by the Trustees of the Fund, including a majority
of the Rule 12b-1 Trustees, at a meeting called for the purpose of voting on the
Money Market  Plan, on  May  5, 1995.  The Money  Market  Plan was  approved  by
shareholders  of  the New  York Money  Market  Series on  December 28,  1988, by
shareholders of the New Jersey Money Market  Series on December 30, 1991 and  by
shareholders  of  the Connecticut  Money Market  Series and  Massachusetts Money
Market Series on November 10, 1992. For  the fiscal year ended August 31,  1995,
PMFD incurred distribution expenses with respect to the money market series, all
of which were recovered by PMFD through the distribution fee paid by the series,
as follows:

<TABLE>
<CAPTION>
                                                                                           Distribution
Series                                                                                       Expenses
- -----------------------------------------------------------------------------------------  ------------
<S>                                                                                        <C>
Connecticut Money Market.................................................................   $   71,379
Massachusetts Money Market...............................................................       53,649
New Jersey Money Market..................................................................      214,029
New York Money Market....................................................................      365,954
</TABLE>

    On  October 21,  1993, Prudential Securities  (PSI) entered  into an omnibus
settlement with the SEC, state securities regulators in 51 jurisdictions and the
NASD to resolve  allegations that PSI  sold interests in  more than 700  limited
partnerships (and a limited number of other types of securities) from January 1,
1980  through December 31, 1990, in violation  of securities laws to persons for
whom such securities were  not suitable in light  of the individuals'  financial
condition  or  investment  objectives.  It was  also  alleged  that  the safety,
potential

                                      B-34
<PAGE>
returns and liquidity of  the investments had  been misrepresented. The  limited
partnerships  principally involved real estate, oil and gas producing properties
and aircraft leasing ventures.  The SEC Order (i)  included findings that  PSI's
conduct violated the federal securities laws and that an order issued by the SEC
in  1986  requiring PSI  to adopt,  implement  and maintain  certain supervisory
procedures had not  been complied with;  (ii) directed PSI  to cease and  desist
from  violating  the federal  securities laws  and imposed  a $10  million civil
penalty; and (iii) required PSI to adopt certain remedial measures including the
establishment of a Compliance Committee of  its Board of Directors. Pursuant  to
the terms of the SEC settlement, PSI established a settlement fund in the amount
of   $330,000,000  and   procedures,  overseen   by  a   court  approved  Claims
Administrator,  to  resolve  legitimate  claims  for  compensatory  damages   by
purchasers  of the partnership  interests. PSI has  agreed to provide additional
funds,  if  necessary,  for  that  purpose.  PSI's  settlement  with  the  state
securities  regulators included  an agreement to  pay a penalty  of $500,000 per
jurisdiction. PSI consented to a censure and to the payment of a $5,000,000 fine
in settling  the NASD  action. In  settling the  above referenced  matters,  PSI
neither admitted nor denied the allegations asserted against it.

    On  January 18, 1994, PSI agreed to the entry of a Final Consent Order and a
Parallel Consent  Order by  the  Texas Securities  Commissioner. The  firm  also
entered  into a  related agreement with  the Texas  Securities Commissioner. The
allegations were that the firm had engaged in improper sales practices and other
improper conduct  resulting in  pecuniary  losses and  other harm  to  investors
residing  in Texas  with respect to  purchases and sales  of limited partnership
interests during  the period  of  January 1,  1980  through December  31,  1990.
Without  admitting or  denying the  allegations, PSI  consented to  a reprimand,
agreed to cease  and desist  from future  violations, and  to provide  voluntary
donations  to the State of Texas in the aggregate amount of $1,500,000. The firm
agreed  to  suspend  the  creation   of  new  customer  accounts,  the   general
solicitation  of new accounts, and  the offer for sale  of securities in or from
PSI's North Dallas office to new customers during a period of twenty consecutive
business days, and agreed that its other  Texas offices would be subject to  the
same  restrictions  for a  period of  five consecutive  business days.  PSI also
agreed to institute training programs for its securities salesmen in Texas.

    On October 27, 1994, Prudential Securities Group, Inc. (PSG) and PSI entered
into agreements with the United States Attorney deferring prosecution  (provided
PSI  complies with the terms  of the agreement for  three years) for any alleged
criminal activity related to  the sale of  certain limited partnership  programs
from  1983 to 1990. In  connection with these agreements,  PSI agreed to add the
sum of  $330,000,000  to  the  fund  established  by  the  SEC  and  executed  a
stipulation  providing for a reversion of such funds to the United States Postal
Inspection Service. PSI further agreed  to obtain a mutually acceptable  outside
director to sit on the Board of Directors of PSG and the Compliance Committee of
PSI.  The new director  will also serve  as an independent  "ombudsman" whom PSI
employees can  call anonymously  with complaints  about ethics  and  compliance.
Prudential  Securities  shall report  any allegations  or instances  of criminal
conduct and material improprieties  to the new director.  The new director  will
submit compliance reports which shall identify all such allegations or instances
of  criminal  conduct  and  material  improprieties  every  three  months  for a
three-year period.

    NASD Maximum  Sales  Charge  Rule.  Pursuant  to  rules  of  the  NASD,  the
Distributor is required to limit aggregate initial sales charges, deferred sales
charges  and asset-based  sales charges  to 6.25% of  total gross  sales of each
class of shares. Interest charges on unreimbursed distribution expenses equal to
the prime rate plus one percent per annum may be added to the 6.25%  limitation.
Sales  from the reinvestment of dividends  and distributions are not included in
the calculation of the 6.25% limitation. The annual asset-based sales charge  on
shares  of a  series may not  exceed .75 of  1% per class.  The 6.25% limitation
applies to each class of a series of  the Fund rather than on a per  shareholder
basis.  If aggregate sales charges were to  exceed 6.25% of total gross sales of
any class of  any series, all  sales charges on  shares of that  class would  be
suspended.

                      PORTFOLIO TRANSACTIONS AND BROKERAGE

    The  Manager is  responsible for  decisions to  buy and  sell securities and
futures and  options thereon  for each  series  of the  Fund, the  selection  of
brokers, dealers and futures commission merchants to effect the transactions and
the  negotiation of  brokerage commissions. The  term "Manager" as  used in this
section includes  the  Subadviser.  Purchases  and  sales  of  securities  on  a
securities  exchange, which are not expected to  be a significant portion of the
portfolio securities of any  series, are effected through  brokers who charge  a
commission  for their services.  Broker-dealers may also  receive commissions in
connection with options  and futures  transactions, including  the purchase  and
sale  of  underlying securities  upon  the exercise  of  options. Orders  may be
directed to any broker or futures  commission merchant including, to the  extent
and  in the  manner permitted by  applicable law, Prudential  Securities and its
affiliates. Brokerage  commissions  on  United States  securities,  options  and
futures  exchanges or  boards of  trade are  subject to  negotiation between the
Manager and the broker or futures commission merchant.

                                      B-35
<PAGE>
    In the over-the-counter market, securities  are generally traded on a  "net"
basis  with dealers acting as principal for  their own accounts without a stated
commission, although the price of the security usually includes a profit to  the
dealer.  In underwritten  offerings, securities are  purchased at  a fixed price
which includes an amount of compensation to the underwriter, generally  referred
to  as  the underwriter's  concession or  discount.  On occasion,  certain money
market instruments may be  purchased directly from an  issuer, in which case  no
commissions  or  discounts are  paid.  The Fund  will  not deal  with Prudential
Securities in any transaction in which Prudential Securities acts as  principal.
Thus  it will not deal in over-the-counter securities with Prudential Securities
acting as  a market  maker, and  it will  not execute  a negotiated  trade  with
Prudential  Securities if  execution involves  Prudential Securities'  acting as
principal with respect to any part of the Fund's order.

    In placing orders for portfolio securities for each series of the Fund,  the
Manager  is  required  to  give  primary  consideration  to  obtaining  the most
favorable price  and  efficient execution.  The  Manager seeks  to  effect  each
transaction  at a price and commission, if any, that provides the most favorable
total cost or proceeds  reasonably attainable in  the circumstances. Within  the
framework  of this policy, the Manager will consider the research and investment
services provided by brokers, dealers or futures commission merchants who effect
or are  parties  to portfolio  transactions  of the  Fund,  the Manager  or  the
Manager's  other clients. Such research and  investment services are those which
brokerage houses  customarily provide  to  institutional investors  and  include
statistical  and economic data and research  reports on particular companies and
industries. Such services are used by the Manager in connection with all of  its
investment activities, and some of such services obtained in connection with the
execution  of transactions for the Fund may be used in managing other investment
accounts.  Conversely,  brokers,   dealers  or   futures  commission   merchants
furnishing  such services may  be selected for the  execution of transactions of
such other accounts, whose  aggregate assets are far  larger than the Fund,  and
the  services furnished by such brokers, dealers or futures commission merchants
may be used  by the  Manager in providing  investment management  for the  Fund.
Commission  rates are established pursuant to negotiations with the broker based
on the quality and quantity of execution services provided by the broker, dealer
or futures commission merchant in the  light of generally prevailing rates.  The
Manager's  policy is to pay higher commissions to brokers, other than Prudential
Securities, for particular  transactions than  might be charged  if a  different
broker  had been  selected, on  occasions when,  in the  Manager's opinion, this
policy furthers the objective of obtaining best price and execution. The Manager
is authorized to pay higher commissions  on brokerage transactions for the  Fund
to  brokers other than Prudential Securities in order to secure the research and
investment services described above,  subject to review  by the Fund's  Trustees
from  time  to time  as to  the extent  and continuation  of this  practice. The
allocation of orders among  brokers and the commission  rates paid are  reviewed
periodically  by the Fund's Trustees. Portfolio  securities may not be purchased
from any underwriting or  selling syndicate of  which Prudential Securities  (or
any   affiliate),  during  the  existence  of  the  syndicate,  is  a  principal
underwriter (as defined  in the  Investment Company Act),  except in  accordance
with  rules of the  SEC. This limitation, in  the opinion of  the Fund, will not
significantly affect  the series'  ability to  pursue their  present  investment
objectives.  However, in the future in other circumstances, the series may be at
a disadvantage because  of this  limitation in  comparison to  other funds  with
similar objectives but not subject to such limitations.

    Subject  to the  above considerations,  Prudential Securities  may act  as a
broker or futures  commission merchant  for the  Fund. In  order for  Prudential
Securities (or any affiliate) to effect any portfolio transactions for the Fund,
the  commissions, fees or  other remuneration received  by Prudential Securities
(or any affiliate) must be reasonable and fair compared to the commissions, fees
or other remuneration paid to other  brokers or futures commission merchants  in
connection  with comparable transactions involving similar securities or futures
contracts being purchased  or sold on  an exchange  or board of  trade during  a
comparable  period of time. This standard  would allow Prudential Securities (or
any affiliate) to receive no more than the remuneration which would be  expected
to  be received by  an unaffiliated broker  or futures commission  merchant in a
commensurate arm's-length transaction.  Furthermore, the Trustees  of the  Fund,
including  a majority  of the  non-interested Trustees,  have adopted procedures
which are reasonably  designed to provide  that any commissions,  fees or  other
remuneration  paid to  Prudential Securities  (or any  affiliate) are consistent
with the foregoing standard. In accordance with Section 11(a) of the  Securities
Exchange  Act of  1934, Prudential  Securities may  not retain  compensation for
effecting transactions on a national securities exchange for the Fund unless the
Fund has expressly  authorized the  retention of  such compensation.  Prudential
Securities  must furnish to the Fund at least annually a statement setting forth
the total  amount of  all compensation  retained by  Prudential Securities  from
transactions  effected for the Fund during  the applicable period. Brokerage and
futures transactions  with Prudential  Securities (or  any affiliate)  are  also
subject to such fiduciary standards as may be imposed upon Prudential Securities
(or such affiliate) by applicable law.

                                      B-36
<PAGE>
    During  the fiscal years  ended August 31,  1995, 1994 and  1993, the series
paid brokerage commissions on certain  futures transactions as set forth  below.
During  these periods,  the series paid  no brokerage  commissions to Prudential
Securities.

<TABLE>
<CAPTION>
                                                                                     Brokerage Commissions
                                                                                -------------------------------
Series                                                                            1995       1994       1993
- ------------------------------------------------------------------------------  ---------  ---------  ---------
<S>                                                                             <C>        <C>        <C>
Connecticut Money Market......................................................          0          0          0
Florida.......................................................................  $  10,973  $   4,113  $   2,013
Hawaii Income.................................................................      1,680        N/A        N/A
Maryland......................................................................      5,513        613        437
Massachusetts.................................................................      1,820        263        613
Massachusetts Money Market....................................................          0          0          0
Michigan......................................................................      4,550      2,030      3,623
New Jersey....................................................................     17,098        875          0
New Jersey Money Market.......................................................          0          0          0
New York......................................................................     13,581          0      2,415
New York Money Market.........................................................          0          0          0
North Carolina................................................................     20,213        175        875
Ohio..........................................................................     15,698      4,953      1,418
Pennsylvania..................................................................     22,033        875      2,468
</TABLE>

                     PURCHASE AND REDEMPTION OF FUND SHARES

    Shares of each series of the Fund,  other than the money market series,  may
be  purchased at a price equal to the  next determined net asset value per share
plus a sales  charge which,  at the  election of  the investor,  may be  imposed
either  (i) at the time of purchase (Class A shares) or (ii) on a deferred basis
(Class B or Class C  shares). See "Shareholder Guide--How  to Buy Shares of  the
Fund" in each series' Prospectus. The series (other than the money market series
and  the New York Income Series) issue three classes of shares, designated Class
A, Class  B and  Class C  shares.  Class C  shares of  the Florida  Series  were
formerly called Class D shares.

    Each  class  of  shares represents  an  interest  in the  same  portfolio of
investments of the series and  has the same rights,  except that (i) each  class
bears  the separate  expenses of its  Rule 12b-1 distribution  and service plan,
(ii) each class  has exclusive voting  rights with respect  to its plan  (except
that  the Fund  has agreed  with the SEC  in connection  with the  offering of a
conversion feature on  Class B shares  to submit  any amendment of  the Class  A
distribution  and service  plan to  both Class A  and Class  B shareholders) and
(iii) only Class  B shares have  a conversion feature.  See "Distributor."  Each
class  also  has  separate  exchange  privileges.  See  "Shareholder  Investment
Account--Exchange Privilege."

    For a description  of the methods  of purchasing shares  of the  Connecticut
Money Market Series, the Massachusetts Money Market Series, the New Jersey Money
Market  Series or the New York  Money Market Series, see "Shareholder Guide--How
to Buy Shares of the Fund" in the money market series' Prospectuses.

                                      B-37
<PAGE>
Specimen Price Make-Up

    Under the  current  distribution  arrangements  between  the  Fund  and  the
Distributor,  Class A shares are sold at a  maximum sales charge of 3% and Class
B* and Class C* shares are sold at net asset value. Using the net asset value at
August  31,  1995  of  each  series  currently  in  existence  (other  than  the
Connecticut  Money Market Series, the Massachusetts Money Market Series, the New
Jersey Money Market Series  and the New York  Money Market Series), the  maximum
offering price of the series' shares is as follows:
<TABLE>
<CAPTION>
Class A                                    FL     HI     MD     MA     MI     NJ     NY     NC     OH     PA
- ---------------------------------------- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
<S>                                      <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
Net asset value and redemption price per
 Class A share.......................... $10.06 $12.13 $10.66 $11.63 $11.89 $10.98 $11.91 $11.19 $11.92 $10.55
Maximum sales charge (3% of offering
 price).................................    .31    .38    .33    .36    .37    .34    .37    .35    .37    .33
                                         ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Offering price to public................ $10.37 $12.51 $10.99 $11.99 $12.26 $11.32 $12.28 $11.54 $12.29 $10.88
                                         ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
                                         ------ ------ ------ ------ ------ ------ ------ ------ ------ ------

<CAPTION>

Class B                                    FL     HI     MD     MA     MI     NJ     NY     NC     OH     PA
- ---------------------------------------- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
<S>                                      <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
Net asset value, redemption price and
 offering price to public per Class B
 share*................................. $10.06 $12.13 $10.67 $11.62 $11.88 $10.98 $11.91 $11.19 $11.93 $10.55
                                         ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
                                         ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
<CAPTION>

Class C                                    FL     HI     MD     MA     MI     NJ     NY     NC     OH     PA
- ---------------------------------------- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
<S>                                      <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
Net asset value, redemption price and
 offering price to public per Class C
 share*................................. $10.06 $12.13 $10.67 $11.62 $11.88 $10.98 $11.91 $11.19 $11.93 $10.55
                                         ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
                                         ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
<FN>
- --------------
*Class B and Class C shares are subject to a contingent deferred sales charge on
 certain    redemptions.    See   "Shareholder    Guide--How   to    Sell   Your
 Shares--Contingent Deferred Sales Charges" in the Prospectus of each applicable
 series.
</TABLE>

Reduction and Waiver of Initial Sales Charges--Class A Shares

    Combined Purchase  and Cumulative  Purchase Privilege.   If  an investor  or
eligible  group  of  related investors  purchases  Class  A shares  of  the Fund
concurrently with Class A shares of other series of the Fund or other Prudential
Mutual Funds, the  purchases may be  combined to take  advantage of the  reduced
sales charges applicable to larger purchases. See the table of breakpoints under
"Shareholder Guide--Alternative Purchase Plan" in the applicable Prospectus.

    An  eligible group of related Fund investors includes any combination of the
following:

  (a)   an individual;

  (b)   the individual's spouse, their children and their parents;

  (c)   the individual's and spouse's Individual Retirement Account (IRA);

  (d)   any company controlled by the individual (a person, entity or group that
holds 25% or more of the outstanding voting securities of a corporation will  be
deemed  to  control the  corporation, and  a  partnership will  be deemed  to be
controlled by each of its general partners);

  (e)   a trust  created by the individual, the  beneficiaries of which are  the
individual, his or her spouse, parents or children;

  (f)    a Uniform  Gifts to Minors Act/Uniform  Transfers to Minors Act account
created by the individual or the individual's spouse; and

  (g)    one  or more  employee  benefit plans  of a  company controlled  by  an
individual.

    In  addition, an  eligible group  of related  Fund investors  may include an
employer (or group of  related employers) and one  or more qualified  retirement
plans  of such employer or employers  (an employer controlling, controlled by or
under common control with another employer is deemed related to that employer).

    The Distributor must be notified at  the time of purchase that the  investor
is  entitled to a reduced sales charge. The reduced sales charge will be granted
subject to confirmation of the investor's holdings.

                                      B-38
<PAGE>
    Rights of Accumulation.   Reduced sales charges  are also available  through
Rights  of Accumulation, under which an investor or an eligible group of related
investors, as described above under  "Combined Purchase and Cumulative  Purchase
Privilege,"  may aggregate the value of their existing holdings of shares of the
Fund and shares of other Prudential  Mutual Funds (excluding money market  funds
other  than those acquired pursuant to  the exchange privilege) to determine the
reduced sales  charge. However,  the  value of  shares  held directly  with  the
Transfer  Agent  and through  Prudential Securities  will  not be  aggregated to
determine the reduced sales charge. All shares must be held either directly with
the Transfer  Agent or  through  Prudential Securities.  The value  of  existing
holdings  for purposes  of determining  the reduced  sales charge  is calculated
using the maximum offering price (net asset value plus maximum sales charge)  as
of  the  previous business  day. See  "How the  Fund Values  its Shares"  in the
Prospectuses. The Distributor must be notified at the time of purchase that  the
investor is entitled to a reduced sales charge. The reduced sales charge will be
granted subject to confirmation of the investor's holdings.

    Letters of Intent.  Reduced sales charges are also available to investors or
an eligible group of related investors who enter into a written Letter of Intent
providing  for the  purchase, within a  thirteen-month period, of  shares of the
Fund and shares of  other Prudential Mutual  Funds. All shares  of the Fund  and
shares of other Prudential Mutual Funds (excluding money market funds other than
those  acquired  pursuant  to  the  exchange  privilege)  which  were previously
purchased and are still  owned are also included  in determining the  applicable
reduction.  However, the value  of shares held directly  with the Transfer Agent
and through  Prudential  Securities will  not  be aggregated  to  determine  the
reduced  sales charge. All shares must be held either directly with the Transfer
Agent or through Prudential Securities. The Distributor must be notified at  the
time  of purchase that the  investor is entitled to  a reduced sales charge. The
reduced sales charges will be granted subject to confirmation of the  investor's
holdings.

    A  Letter of Intent permits a purchaser to establish a total investment goal
to be achieved by any number  of investments over a thirteen-month period.  Each
investment  made  during  the  period  will  receive  the  reduced  sales charge
applicable to  the amount  represented  by the  goal, as  if  it were  a  single
investment.  Escrowed Class  A shares  totaling 5% of  the dollar  amount of the
Letter of  Intent  will be  held  by  the Transfer  Agent  in the  name  of  the
purchaser.  The effective date of a Letter of  Intent may be back-dated up to 90
days, in order that  any investments made during  this 90-day period, valued  at
the  purchaser's cost, can be applied to the fulfillment of the Letter of Intent
goal.

    The Letter of  Intent does not  obligate the investor  to purchase, nor  the
Fund  to sell, the indicated  amount. In the event the  Letter of Intent goal is
not achieved within the thirteen-month period, the purchaser is required to  pay
the  difference between the  sales charge otherwise  applicable to the purchases
made during this period and the sales charge actually paid. Such payment may  be
made directly to the Distributor or, if not paid, the Distributor will liquidate
sufficient  escrowed  shares to  obtain such  difference. Investors  electing to
purchase Class  A shares  of the  Fund pursuant  to a  Letter of  Intent  should
carefully read such Letter of Intent.

                                      B-39
<PAGE>
Waiver of the Contingent Deferred Sales Charge--Class B Shares

    The contingent deferred sales charge is waived under circumstances described
in  the  applicable  Prospectuses.  See  Shareholder  Guide--How  to  Sell  Your
Shares--Waiver of the Contingent Deferred Sales Charges-- Class B Shares" in the
Prospectuses. In connection with these waivers, the Transfer Agent will  require
you to submit the supporting documentation set forth below.

<TABLE>
<S>                                               <C>
Category of Waiver                                Required Documentation
Death                                             A  copy of  the shareholder's  death certificate
                                                  or, in  the  case of  a  trust, a  copy  of  the
                                                  grantor's  death certificate, plus a copy of the
                                                  trust agreement identifying the grantor.
Disability--An  individual  will  be  considered  A  copy  of the  Social  Security Administration
disabled if he or she is unable to engage in any  award letter or a letter from a physician on the
substantial gainful  activity by  reason of  any  physician's    letterhead   stating   that   the
medically  determinable   physical   or   mental  shareholder  (or, in  the case  of a  trust, the
impairment which can  be expected  to result  in  grantor)  is  permanently  disabled.  The letter
death or to be of long-continued and  indefinite  must also indicate the date of disability.
duration.
</TABLE>

The Transfer Agent reserves the right to request such additional documents as it
                             may deem appropriate.

Quantity Discount--Class B Shares Purchased Prior to August 1, 1994

    The CDSC is reduced on redemptions of Class B shares of a series of the Fund
purchased  prior  to August  1, 1994  if  immediately after  a purchase  of such
shares, the aggregate cost of all Class B  shares of a series of the Fund  owned
by  you in  a single  account exceeded $500,000.  For example,  if you purchased
$100,000 of  Class B  shares of  a series  of the  Fund and  the following  year
purchase  an additional  $450,000 of  Class B  shares with  the result  that the
aggregate cost of  your Class B  shares of a  series of the  Fund following  the
second  purchase was $550,000, the quantity  discount would be available for the
second purchase of  $450,000 but  not for the  first purchase  of $100,000.  The
quantity  discount will be  imposed at the following  rates depending on whether
the aggregate value exceeded $500,000 or $1 million:

<TABLE>
<CAPTION>
                               Contingent Deferred Sales Charge
                              as a Percentage of Dollars Invested
                                    or Redemption Proceeds
   Year Since Purchase     -----------------------------------------
      Payment Made         $500,001 to $1 million    Over $1 million
- -------------------------  -----------------------   ---------------
<S>                        <C>                       <C>
First....................             3.0%                  2.0%
Second...................             2.0%                  1.0%
Third....................             1.0%                  0%
Fourth and thereafter....             0%                    0%
</TABLE>

    You must  notify  the  Fund's  Transfer Agent  either  directly  or  through
Prudential  Securities  or  Prusec, at  the  time  of redemption,  that  you are
entitled to  the reduced  CDSC. The  reduced  CDSC will  be granted  subject  to
confirmation of your holdings.

                         SHAREHOLDER INVESTMENT ACCOUNT

    Upon  the initial purchase of Fund  shares, a Shareholder Investment Account
is established  for  each investor  under  which the  shares  are held  for  the
investor  by the Transfer Agent.  If a share certificate  is desired, it must be
requested in writing for each transaction. Certificates are issued only for full
shares and may be redeposited in the Account at any time. There is no charge  to
the  investor for  issuance of  a certificate. The  Fund makes  available to its
shareholders the following privileges and plans.

Automatic Reinvestment of Dividends and/or Distributions

    For the  convenience  of  investors, all  dividends  and  distributions  are
automatically  reinvested in full and fractional shares of a series. An investor
may direct the Transfer Agent in writing by the first business day of the  month
to  have  subsequent dividends  and/or distributions  sent  in cash  rather than
reinvested. In the case of

                                      B-40
<PAGE>
recently purchased  shares for  which registration  instructions have  not  been
received  on the record date, cash payment  will be made directly to the dealer.
Any  shareholder  who  receives  a  cash  payment  representing  a  dividend  or
distribution  may  reinvest such  dividend or  distribution  at net  asset value
(without a sales charge) by returning the check or the proceeds to the  Transfer
Agent  within 30 days after the payment date. The investment will be made at the
net asset value per share next determined after receipt of the check or proceeds
by the Transfer Agent. Such shareholder  will receive credit for any  contingent
deferred  sales  charge paid  in connection  with the  amount of  proceeds being
reinvested.

Exchange Privilege

    Each series makes available to its shareholders the privilege of  exchanging
their  shares of  a series for  shares of other  series of the  Fund and certain
other Prudential  Mutual Funds,  including one  or more  specified money  market
funds,  subject  in each  case to  the minimum  investment requirements  of such
funds. Shares of such  other Prudential Mutual Funds  may also be exchanged  for
shares  of the Fund. All  exchanges are made on the  basis of relative net asset
value next determined after receipt of an order in proper form. An exchange will
be treated  as  a  redemption and  purchase  for  tax purposes.  Shares  may  be
exchanged  for shares of another fund only if shares of such fund may legally be
sold under applicable state laws.

    It is contemplated  that the  Exchange Privilege  may be  applicable to  new
mutual funds whose shares may be distributed by the Distributor.

    Class  A.  Shareholders  of the Fund  may exchange their  Class A shares for
Class A shares of other  series of the Fund  or certain other Prudential  Mutual
Funds, shares of Prudential Government Securities Trust (Short-Intermediate Term
Series)  and shares of the  money market funds specified  below. No fee or sales
load will be imposed upon the  exchange. Shareholders of money market funds  who
acquired  such  shares upon  exchange of  Class  A shares  may use  the Exchange
Privilege only  to  acquire  Class  A shares  of  the  Prudential  Mutual  Funds
participating in the Exchange Privilege.

    The  following  money  market  funds participate  in  the  Class  A Exchange
Privilege:

       Prudential California Municipal Fund
        (California Money Market Series)

       Prudential Government Securities Trust
        (Money Market Series)
        (U.S. Treasury Money Market Series)

       Prudential Municipal Series Fund
        (Connecticut Money Market Series)
        (Massachusetts Money Market Series)
        (New Jersey Money Market Series)
        (New York Money Market Series)

       Prudential MoneyMart Assets

       Prudential Tax-Free Money Fund

    Class B and Class C.  Shareholders of each series may exchange their Class B
and Class C shares for Class B and Class C shares, respectively, of other series
of the Fund or  certain other Prudential Mutual  Funds and shares of  Prudential
Special  Money Market Fund,  a money market  fund. No CDSC  will be payable upon
such exchange, but a CDSC may be payable upon the redemption of the Class B  and
Class C shares acquired as a result of the exchange. The applicable sales charge
will  be that imposed by  the fund in which  shares were initially purchased and
the purchase date  will be deemed  to be the  first day of  the month after  the
initial purchase, rather than the date of the exchange.

    Class  B and Class C shares of the  Fund may also be exchanged for shares of
Prudential Special Money Market Fund without imposition of any CDSC at the  time
of  exchange. Upon  subsequent redemption from  such money market  fund or after
re-exchange into the Fund, such shares will be subject to the CDSC calculated by
excluding the time such shares were held  in the money market fund. In order  to
minimize  the  period of  time in  which shares  are subject  to a  CDSC, shares
exchanged out of the money market fund  will be exchanged on the basis of  their
remaining  holding  periods, with  the longest  remaining holding  periods being
transferred first.  In measuring  the time  period shares  are held  in a  money
market fund and "tolled" for purposes of calculating the

                                      B-41
<PAGE>
CDSC  holding period, exchanges are deemed to have  been made on the last day of
the month.Thus, if shares are exchanged into  the Fund from a money market  fund
during  the month (and are held in the Fund at the end of the month), the entire
month will be  included in the  CDSC holding period.  Conversely, if shares  are
exchanged  into a money market fund prior to  the last day of the month (and are
held in the money market  fund on the last day  of the month), the entire  month
will  be excluded from the CDSC holding  period. For purposes of calculating the
seven year holding period applicable to the Class B conversion feature, the time
period during which  Class B shares  were held in  a money market  fund will  be
excluded.

    At any time after acquiring shares of other funds participating in the Class
B  or Class C Exchange Privilege, a  shareholder may again exchange those shares
(and any reinvested dividends and distributions)  for Class B or Class C  shares
of a series, respectively, without subjecting such shares to any CDSC. Shares of
any  fund participating in the  Class B or Class  C Exchange Privilege that were
acquired through reinvestment of dividends or distributions may be exchanged for
Class B or Class C shares of other funds, respectively, without being subject to
any CDSC.

    Additional details about the Exchange Privilege and prospectuses for each of
the Prudential  Mutual  Funds are  available  from the  Fund's  Transfer  Agent,
Prudential  Securities  or  Prusec.  The  Exchange  Privilege  may  be modified,
terminated or suspended on 60 days' notice, and any fund, including the Fund, or
the Distributor, has the  right to reject any  exchange application relating  to
such fund's shares.

Dollar Cost Averaging (not applicable to the money market series)

    Dollar  cost averaging  is a  method of  accumulating shares  by investing a
fixed amount of dollars in shares at set intervals. An investor buys more shares
when the price is low and fewer shares when the price is high. The average  cost
per  share is lower than it would be  if a constant number of shares were bought
at set intervals.

    Dollar cost averaging may be used,  for example, to plan for retirement,  to
save  for a major expenditure, such  as the purchase of a  home, or to finance a
college education. The cost of a  year's education at a four-year college  today
averages  around $14,000  at a  private college  and around  $6,000 at  a public
university. Assuming these costs increase  at a rate of 7%  a year, as has  been
projected, for the freshman class beginning in 2011, the cost of four years at a
private college could reach $210,000 and over $90,000 at a public university.(1)

    The  following chart shows how much you would need in monthly investments to
achieve specified lump sums to finance your investment goals.(2)

<TABLE>
<CAPTION>
                    Period of
               Monthly Investments:                  $100,000     $150,000     $200,000     $250,000
- --------------------------------------------------  -----------  -----------  -----------  -----------
<S>                                                 <C>          <C>          <C>          <C>
25 Years..........................................   $     110    $     165    $     220    $     275
20 Years..........................................         176          264          352          440
15 Years..........................................         296          444          592          740
10 Years..........................................         555          833        1,110        1,338
 5 Years..........................................       1,371        2,057        2,742        3,428
<FN>
See "Automatic Savings Accumulation Plan."
- ------------------------
    (1)Source information  concerning  the  costs of  education  at  public  and
private  universities  is  available from  The  College Board  Annual  Survey of
Colleges, 1993. Average  costs for private  institutions include tuition,  fees,
room and board for the 1993-1994 academic year.

    (2)The  chart assumes  an effective rate  of return of  8% (assuming monthly
compounding). This example is for illustrative purposes only and is not intended
to reflect  the  performance  of  an  investment in  shares  of  the  Fund.  The
investment return and principal value of an investment will fluctuate so that an
investor's  shares when redeemed may  be worth more or  less than their original
cost.
</TABLE>

                                      B-42
<PAGE>
Automatic Savings Accumulation Plan (ASAP)

    Under ASAP, an  investor may arrange  to have a  fixed amount  automatically
invested in shares of a series monthly by authorizing his or her bank account or
Prudential  Securities account  (including a Command  Account) to  be debited to
invest specified dollar  amounts in shares  of the series.  The investor's  bank
must  be a member of the Automatic Clearing House System. Share certificates are
not issued to ASAP participants.

    Further information  about  this program  and  an application  form  can  be
obtained from the Transfer Agent, Prudential Securities or Prusec.

Systematic Withdrawal Plan

    A withdrawal plan is available to shareholders through Prudential Securities
or  the Transfer Agent.  Such withdrawal plan provides  for monthly or quarterly
checks in any amount, except as provided below, up to the value of the shares in
the shareholder's  account. Withdrawals  of Class  B or  Class C  shares may  be
subject  to a CDSC. See "Shareholder  Guide--How to Sell Your Shares--Contingent
Deferred Sales Charges" in the Prospectus of each applicable series.

    In the case of shares held through the Transfer Agent (i) a $10,000  minimum
account  value applies, (ii) withdrawals may not be for less than $100 and (iii)
the  shareholder  must  elect  to   have  all  dividends  and/or   distributions
automatically  reinvested in additional full and  fractional shares at net asset
value  on   shares   held  under   this   plan.  See   "Shareholder   Investment
Account--Automatic Reinvestment of Dividends and/or Distributions."

    Prudential  Securities  and  the  Transfer  Agent  act  as  agents  for  the
shareholder in redeeming sufficient  full and fractional  shares to provide  the
amount of the periodic withdrawal payment. The systematic withdrawal plan may be
terminated at any time, and the Distributor reserves the right to initiate a fee
of up to $5 per withdrawal, upon 30 days' written notice to the shareholder.

    Withdrawal  payments should not be considered as dividends, yield or income.
If  periodic   withdrawals   continuously  exceed   reinvested   dividends   and
distributions,  the  shareholder's original  investment will  be correspondingly
reduced and ultimately exhausted.

    Furthermore, each withdrawal  constitutes a  redemption of  shares, and  any
gain  or loss realized  must be recognized  for federal income  tax purposes. In
addition, withdrawals made concurrently with purchases of additional shares  are
inadvisable  because of the sales charge applicable to (i) the purchase of Class
A shares and (ii) the withdrawal of Class B and Class C shares. Each shareholder
should consult his or her own tax adviser with regard to the tax consequences of
the systematic withdrawal plan.

How to Redeem Shares of the Money Market Series

    Redemption orders  submitted  to  and received  by  Prudential  Mutual  Fund
Services,  Inc. (PMFS) will be  effected at the net  asset value next determined
after receipt of the order. Shareholders of the Connecticut Money Market Series,
the Massachusetts Money Market  Series, the New Jersey  Money Market Series  and
the  New York Money Market Series  (other than Prudential Securities clients for
whom Prudential Securities has  purchased shares of such  Series) may use  Check
Redemption, Expedited Redemption or Regular Redemption.

  CHECK REDEMPTION

    Shareholders  are subject to the Custodian's rules and regulations governing
checking accounts, including the right of  the Custodian not to honor checks  in
amounts  exceeding the value of the shareholder's  account at the time the check
is presented for payment.

    Shares for  which  certificates  have  been issued  are  not  available  for
redemption to cover checks. A shareholder should be certain that adequate shares
for  which certificates have not been issued are  in his or her account to cover
the amount of the check.  Also, shares purchased by  check are not available  to
cover  checks until 10 days  after receipt of the  purchase check by PMFS unless
the Fund or PMFS has been advised that the purchase check has been honored. Such
delay may be avoided by purchasing  shares by certified or official bank  checks
or  by wire. If insufficient  shares are in the account,  or if the purchase was
made by check within 10 days, the check is returned marked "insufficient funds."
Since the dollar value of an account is constantly

                                      B-43
<PAGE>
changing, it is not possible for a shareholder to determine in advance the total
value of his or  her account so as  to write a check  for the redemption of  the
entire account. Checks in an amount less than $500 will not be honored.

    There  is a service charge of $5.00  payable to PMFS to establish a checking
account and to order checks. The Custodian and the Fund have reserved the  right
to  modify this checking account privilege or  to impose a charge for each check
presented for payment  for any  individual account or  for all  accounts in  the
future.

    The  Fund or PMFS may  terminate Check Redemption at  any time upon 30 days'
notice to participating  shareholders. To receive  further information,  contact
Prudential  Mutual Fund Services, Inc., Redemption Services, P.O. Box 15010, New
Brunswick, New Jersey 08906-5010.

  EXPEDITED REDEMPTION

    To request Expedited Redemption by telephone, a shareholder should call PMFS
at (800) 225-1852. Calls  must be received  by PMFS before  4:30 P.M., New  York
time. Requests by letter should be addressed to Prudential Mutual Fund Services,
Inc.,  Attention: Account Maintenance, P.O. Box 15015, New Brunswick, New Jersey
08906-5015.

    In order to change the name of the commercial bank or account designated  to
receive  redemption  proceeds,  it  is  necessary  to  execute  a  new Expedited
Redemption Authorization Form  and submit it  to PMFS at  the address set  forth
above.  Requests to change a bank or  account must be signed by each shareholder
and each signature  must be  guaranteed by:  (a) a  commercial bank  which is  a
member of the Federal Deposit Insurance Corporation; (b) a trust company; or (c)
a member firm of a domestic securities exchange. Guarantees must be signed by an
authorized  signatory of the bank, trust  company or member firm, and "Signature
Guaranteed" should appear  with the signature.  Signature guarantees by  savings
banks, savings and loan associations and notaries will not be accepted. PMFS may
request  further  documentation  from  corporations,  executors, administrators,
trustees or guardians.

    To receive  further  information, investors  should  contact PMFS  at  (800)
225-1852.

  REGULAR REDEMPTION

    Shareholders  may redeem their shares by sending to PMFS, at the address set
forth above, a written request, accompanied by duly endorsed share certificates,
if issued. If the proceeds of the  redemption (a) exceed $50,000, (b) are to  be
paid  to a person other than the record owner,  (c) are to be sent to an address
other than the address on the Transfer Agent's records or (d) are to be paid  to
a  corporation,  partnership,  trust  or  fiduciary,  the  signature(s)  on  the
redemption request  and on  the certificates,  if any,  or stock  power must  be
guaranteed  by  an  "eligible  guarantor  institution."  An  "eligible guarantor
institution" includes any bank, broker, dealer  or credit union. For clients  of
Prusec,  a signature guarantee may be obtained from the agency or office manager
of most  Prudential  District or  Ordinary  offices.  The Fund  may  change  the
signature  guarantee requirements from  time to time  on notice to shareholders,
which may be given by means  of a new Prospectus. All correspondence  concerning
redemptions should be sent to the Fund in care of its Transfer Agent, Prudential
Mutual  Fund Services, Inc., Attention: Redemption Services, P.O. Box 15010, New
Brunswick, New Jersey 08906-5010.  Regular redemption is made  by check sent  to
the shareholder's address.

Mutual Fund Programs

    From  time to time, the Fund (or a portfolio of the Fund) may be included in
a mutual fund program with other Prudential Mutual Funds. Under such a  program,
a  group of  portfolios will be  selected and  thereafter promoted collectively.
Typically, these programs are  created with an investment  theme, E.G., to  seek
greater  diversification, protection from  interest rate movements  or access to
different management styles. In  the event such a  program is instituted,  there
may be a minimum investment requirement for the program as a whole. The Fund may
waive  or reduce the minimum initial  investment requirements in connection with
such a program.

    The mutual funds in the program may  be purchased individually or as a  part
of  the program. Since the allocation of  portfolios included in the program may
not be appropriate for all investors, investors should consult their  Prudential
Securities  Financial  Advisor  or  Prudential/Pruco  Securities  Representative
concerning

                                      B-44
<PAGE>
the appropriate blend of portfolios for them. If investors elect to purchase the
individual mutual  funds that  constitute  the program  in an  investment  ratio
different  from that  offered by  the program,  the standard  minimum investment
requirements for the individual mutual funds will apply.

                                NET ASSET VALUE

    The net asset value per  share of a series is  the net worth of such  series
(assets  including securities at value minus  liabilities) divided by the number
of shares of such series outstanding.  Net asset value is calculated  separately
for  each class. The Fund  will compute the net asset  value of each such series
(except the money market series) once daily at 4:15 P.M., New York time, on days
the New York  Stock Exchange is  open for trading,  except on days  on which  no
orders to purchase, sell or redeem shares of the series have been received or on
days  on which changes in  the value of the  series' portfolio securities do not
affect net asset value. The Fund will  compute the net asset value of the  money
market  series at 4:30 P.M., New York time,  on days the New York Stock Exchange
is open for  trading, except on  days on which  no orders to  purchase, sell  or
redeem  shares of the money market series have been received or on days on which
changes in the  value of the  money market series'  portfolio securities do  not
affect  net asset value. The New York  Stock Exchange is closed on the following
holidays:  New  Year's  Day,  Presidents'   Day,  Good  Friday,  Memorial   Day,
Independence  Day, Labor Day,  Thanksgiving Day and Christmas  Day. In the event
the New York  Stock Exchange closes  early on  any business day,  the net  asset
value  of the Fund's shares  shall be determined at  a time between such closing
and 4:15 P.M., New  York time (with  respect to shares  of the non-money  market
series  of the Fund) and between such closing and 4:30 P.M., New York time (with
respect to the money market series of the Fund).

    Portfolio securities for which market  quotations are readily available  are
valued  at their bid quotations. Securities  for which market quotations are not
readily available are valued at fair value in accordance with procedures adopted
by the Trustees. Under these procedures the Fund values municipal securities  on
the  basis of  valuations provided by  a pricing service  which uses information
with respect  to transactions  in bonds,  quotations from  bond dealers,  market
transactions   in  comparable  securities   and  various  relationships  between
securities in  determining  value. The  Trustees  believe that  reliable  market
quotations   are  generally  not  readily  available  for  purposes  of  valuing
tax-exempt securities.  As  a result,  depending  on the  particular  tax-exempt
securities  owned by the Fund, it is likely that most of the valuations for such
securities will  be  based  upon  fair  value  determined  under  the  foregoing
procedures.  Short-term investments which mature in less than 60 days are valued
at amortized cost, if their original term to maturity was less than 60 days,  or
are  valued  at amortized  cost  on the  60th day  prior  to maturity,  if their
original term to  maturity when  acquired by  the Fund  was more  than 60  days,
unless this is determined not to represent fair value by the Trustees.

    The money market series use the amortized cost method to determine the value
of  their portfolio  securities in accordance  with regulations of  the SEC. The
amortized cost method involves valuing a security at its cost and amortizing any
discount or premium  over the period  until maturity. The  method does not  take
into  account  unrealized capital  gains and  losses which  may result  from the
effect of fluctuating interest rates on the market value of the security.

    With respect to  the money market  series, the Trustees  have determined  to
maintain  a dollar-weighted  average portfolio maturity  of 90 days  or less, to
purchase instruments having remaining maturities of thirteen months or less  and
to  invest only  in securities  determined by  the investment  adviser under the
supervision of  the  Trustees to  present  minimal credit  risks  and to  be  of
"eligible  quality" in accordance with regulations of the SEC. The Trustees have
adopted procedures designed to stabilize, to the extent reasonably possible, the
money market series' price per  share as computed for  the purpose of sales  and
redemptions  at $1.00. Such  procedures will include review  of the money market
series' portfolio holdings by the Trustees,  at such intervals as they may  deem
appropriate,  to  determine whether  the money  market  series' net  asset value
calculated by using available  market quotations deviates  from $1.00 per  share
based  on amortized cost.  The extent of  any deviation will  be examined by the
Trustees. If  such deviation  exceeds  1/2 of  1%,  the Trustees  will  promptly
consider  what action,  if any,  will be  initiated. In  the event  the Trustees
determine that a deviation exists which may result in material dilution or other
unfair results to prospective investors  or existing shareholders, the  Trustees
will  take such  corrective action as  they consider  necessary and appropriate,
including the sale of portfolio instruments prior

                                      B-45
<PAGE>
to maturity to realize capital gains  or losses or to shorten average  portfolio
maturity,  the withholding of  dividends, redemptions of shares  in kind, or the
use of available market quotations to establish a net asset value per share.

                            PERFORMANCE INFORMATION

  ALL SERIES (EXCEPT THE MONEY MARKET SERIES)

    Yield.  Each series may from time to time advertise its yield as  calculated
over  a 30-day period. Yield  is calculated separately for  Class A, Class B and
Class C  shares.  The  yield  will  be computed  by  dividing  the  series'  net
investment  income per share earned  during this 30-day period  by the net asset
value per share on  the last day  of this period. The  average number of  shares
used  in determining  the net  investment income per  share will  be the average
daily number of shares outstanding during  the 30-day period that were  eligible
to  receive  dividends.  In  accordance with  SEC  regulations,  income  will be
computed by totaling  the interest  earned on  all debt  obligations during  the
30-day  period  and subtracting  from  that amount  the  total of  all recurring
expenses incurred during the period, which includes management and  distribution
fees.  The 30-day yield  is then annualized on  a bond-equivalent basis assuming
semi-annual reinvestment and compounding of net investment income, as  described
in  the Prospectus of  each series. The yield  for the 30  days ended August 31,
1995 and the yield without the management subsidies and waivers were as follows:

<TABLE>
<CAPTION>
                                Class A                       Class B                       Class C
                      ---------------------------   ---------------------------   ---------------------------
                                 Yield Subsidy/                Yield Subsidy/                Yield Subsidy/
Series                 Yield     Waiver Adjusted     Yield     Waiver Adjusted     Yield     Waiver Adjusted
- --------------------  -------   -----------------   -------   -----------------   -------   -----------------
<S>                   <C>       <C>                 <C>       <C>                 <C>       <C>
Florida.............    5.6%            4.6%          5.3%            4.3%          5.1%            4.1%
Hawaii Income.......    5.2             5.1           5.0             4.9           4.7             4.6
Maryland............    3.7             3.7           3.5             3.4           3.2             3.1
Massachusetts.......    4.6             4.6           4.4             4.3           4.1             4.1
Michigan............    4.7             4.6           4.4             4.4           4.2             4.1
New Jersey..........    5.0             4.9           4.8             4.6           4.5             4.4
New York............    4.8             4.8           4.6             4.5           4.3             4.3
North Carolina......    4.7             4.6           4.4             4.4           4.2             4.1
Ohio................    4.6             4.5           4.3             4.3           4.1             4.0
Pennsylvania........    4.8             4.7           4.5             4.5           4.3             4.2
</TABLE>

    The series' yield is computed according to the following formula:

<TABLE>
               <S>         <C>       <C>
                            a - b
               YIELD = 2[( -------   +1)to the power of 6 - 1]
                             cd
</TABLE>

<TABLE>
<S>     <C>   <C>
Where:  a  =  dividends and interest earned during the period.
        b  =  expenses accrued for the period (net of reimbursements).
        c  =  the average daily number of shares outstanding during the
              period that were entitled to receive dividends.
        d  =  the maximum offering price per share on the last day of  the
              period.
</TABLE>

    Each  series  may also  calculate  the tax  equivalent  yield over  a 30-day
period. The tax equivalent yield will be determined by first computing the yield
as discussed above. The series will then determine what portion of that yield is
attributable to securities, the income on which is exempt for federal income tax
purposes. This portion of the yield will then be divided by one minus the  state
tax rate times one minus the federal tax rate and

                                      B-46
<PAGE>
then added to the portion of the yield that is attributable to other securities.
For  the 30  days ended August  31, 1995,  the tax equivalent  yield (assuming a
federal tax rate  of 36%) and  the tax equivalent  yield without the  management
subsidies and waivers were as follows:

<TABLE>
<CAPTION>
                              Class A                               Class B                               Class C
                -----------------------------------   -----------------------------------   -----------------------------------
                                    Tax Equivalent                        Tax Equivalent                        Tax Equivalent
                 Tax Equivalent     Yield Subsidy/     Tax Equivalent     Yield Subsidy/     Tax Equivalent     Yield Subsidy/
Series               Yield         Waiver Adjusted         Yield         Waiver Adjusted         Yield         Waiver Adjusted
- --------------  ----------------   ----------------   ----------------   ----------------   ----------------   ----------------
<S>             <C>                <C>                <C>                <C>                <C>                <C>
Florida.......          8.7%               7.1%               8.3%               6.7%                 7.9%             6.4%
Hawaii
 Income.......          9.0                8.9                8.6                8.5                  8.2              8.0
Maryland......          6.2                6.1                5.7                5.7                  5.3              5.2
Massachusetts...         8.2               8.1                7.7                7.7                  7.3              7.2
Michigan......          7.6                7.5                7.2                7.1                  6.8              6.7
New Jersey....          8.4                8.1                8.0                7.7                  7.6              7.3
New York......          8.2                8.1                7.8                7.7                  7.3              7.3
North
 Carolina.....          7.9                7.8                7.5                7.4                  7.1              7.0
Ohio..........          7.7                7.7                7.3                7.2                  6.9              6.8
Pennsylvania...         7.7                7.6                7.3                7.2                  6.9              6.8
</TABLE>

    Average  Annual Total Return.  Each series of the Fund may from time to time
advertise its  average  annual total  return.  Average annual  total  return  is
determined separately for Class A, Class B and Class C shares. See "How the Fund
Calculates Performance" in the Prospectus of each applicable series.

    Average annual total return is computed according to the following formula:

                         P(1+T)to the power of n = ERV

Where:  P = a hypothetical initial payment of $1000.
        T = average annual total return.
        n = number of years.
        ERV  =  Ending Redeemable Value at the end of the 1, 5 or 10 year
                periods (or fractional portion thereof) of a hypothetical
                $1000 payment made at the beginning of the 1, 5 or 10 year
                periods.

    Average  annual total  return takes into  account any  applicable initial or
contingent deferred sales charges but does not take into account any federal  or
state income taxes that may be payable upon redemption.

    The  average annual total return  and subsidy/waiver adjusted average annual
total return for  the currently  existing series  (other than  the money  market
series) for the periods ended August 31, 1995 were as follows:
<TABLE>
<CAPTION>
                                                                                                 Class B
                                                                                 ---------------------------------------
                                            Class A                                                               Subsidy/Waiver
                 -------------------------------------------------------------                                    Adjusted
                                                        Subsidy/Waiver                                            ------
                                                           Adjusted                                     Ten
                                                 -----------------------------                         Years
                  One      Five       From        One      Five       From        One      Five       or From      One
Series            Year    Years     Inception     Year    Years     Inception     Year     Years     Inception     Year
- ---------------  ------   ------   -----------   ------   ------   -----------   ------   -------   -----------   ------
<S>              <C>      <C>      <C>           <C>      <C>      <C>           <C>      <C>       <C>           <C>
Florida........    4.6%      N/A          7.5%     4.2%      N/A          7.0%     2.4%       N/A          3.1%     2.0%
Hawaii Income..     N/A      N/A          6.1       N/A      N/A          4.6       N/A       N/A          4.0       N/A
Maryland.......    3.1      6.8%          6.3      3.1      6.8%          6.3      0.9       6.9%          7.2      0.9
Massachusetts...   5.1      7.9           7.3      5.1      7.9           7.3      2.9       8.0           8.1      2.9
Michigan.......    4.0      7.5           7.0      4.0      7.5           7.0      1.6       7.6           8.6      1.6
New Jersey.....    4.3      7.8           7.5      4.0      7.6           7.2      2.1       7.9           8.0      1.8
New York.......    4.5      7.9           7.4      4.5      7.9           7.4      2.3       8.0           8.6      2.3
North
 Carolina......    3.7      7.1           6.7      3.7      7.1           6.7      1.4       7.2           7.6      1.4
Ohio...........    4.4      7.7           7.3      4.4      7.7           7.3      2.2       7.8           8.3      2.2
Pennsylvania...    4.1      7.8           7.2      4.1      7.8           7.1      2.0       7.8           7.0      2.0

<CAPTION>

                                                               Class C
                                           -----------------------------------------------
                                                                           Subsidy/
                                                                            Waiver
                                Ten                                        Adjusted
                               Years                                ----------------------
                   Five       or From       One         From         One         From
Series            Years      Inception      Year      Inception      Year      Inception
- ---------------  --------   ------------   ------   -------------   ------   -------------
<S>              <C>        <C>            <C>      <C>             <C>      <C>
Florida........       N/A           1.0%     6.1%            3.7%     5.7%            3.5%
Hawaii Income..       N/A           2.5       N/A            7.8       N/A            6.2%
Maryland.......      6.9%           7.1      4.6             5.3      4.6             5.3%
Massachusetts..      8.0            8.0      6.6             6.9      6.6             6.9%
Michigan.......      7.6            8.6      5.3             5.9      5.3             5.9%
New Jersey.....      7.6            7.8      5.9             6.5      5.7             6.3%
New York.......      8.0            8.6      6.0             6.5      6.0             6.5%
North
 Carolina......      7.2            7.5      5.1             5.7      5.1             5.7%
Ohio...........      7.8            8.3      5.9             6.5      5.9             6.5%
Pennsylvania...      7.8            7.0      5.7             6.3      5.7             6.3%
</TABLE>

    Aggregate  Total Return.   Each  series of the  Fund may  also advertise its
aggregate total  return. Aggregate  total return  is determined  separately  for
Class  A, Class B and Class C  shares. See "How the Fund Calculates Performance"
in the Prospectus of each applicable series.

                                      B-47
<PAGE>
    Aggregate total return represents the cumulative  change in the value of  an
investment  in a series of  the Fund and is  computed according to the following
formula:

                                     ERV-P
                                     ------
                                       P

    Where: P = a hypothetical initial payment of $1000.

           ERV = Ending Redeemable Value at the end of the 1, 5 or 10 year
                 periods of a hypothetical $1,000 payment made at the beginning
                 of the 1, 5 or 10 year periods (or fractional portion thereof).

    Aggregate total  return does  not take  into account  any federal  or  state
income  taxes that may be  payable upon redemption or  any applicable initial or
contingent deferred sales charges.

    The aggregate total return for each series  for the one year, five year  and
ten  year (or since  inception) periods ended  August 31, 1995  for the Class A,
Class B and Class C shares of each currently existing series were as follows:
<TABLE>
<CAPTION>
                                                                                    Class B
                                                                   ------------------------------------------
                                       Class A                                                                       Class C
                      ------------------------------------------                                                -----------------
                                                                        Aggregate Total
                           Aggregate Total                                  Return                               Aggregate Total
                               Return                              -------------------------                         Return
                      -------------------------                                    10 yr. or                    -----------------
                                        Since                                        Since                                Since
Series                1 yr.   5 yr.   Inception   Inception Date   1 yr.   5 yr.   Inception   Inception Date   1 yr.   Inception
- --------------------  -----   -----   ---------   --------------   -----   -----   ---------   --------------   -----   ---------
<S>                   <C>     <C>     <C>         <C>              <C>     <C>     <C>         <C>              <C>     <C>
Florida.............    7.9%    N/A     44.8%           12/27/90     7.4%    N/A        7.3 %         8/1/94      7.1%       7.8%
Hawaii Income.......    N/A     N/A      9.4             9/19/94     N/A     N/A      9.0         9/19/94         N/A      8.8
Maryland............    6.3    43.0%    45.4             1/22/90     5.9    40.3    108.3         1/22/85         5.6      5.7
Massachusetts.......    8.3    50.9     53.0             1/22/90     7.9    47.7    135.0         9/19/84         7.6      7.5
Michigan............    7.2    48.1     50.8             1/22/90     6.6    45.0    147.4         9/19/84         6.3      6.4
New Jersey..........    7.6    50.3     54.4             1/22/90     7.1    47.4     78.2          3/1/88         6.9      7.0
New York............    7.7    51.0     54.1             1/22/90     7.3    48.0    145.6         9/27/84         7.0      7.1
North Carolina......    6.9    45.1     48.1             1/22/90     6.4    42.2    116.9         2/13/85         6.2      6.2
Ohio................    7.6    49.0     52.9             1/22/90     7.2    46.2    139.6         9/19/84         6.9      7.1
Pennsylvania........    7.4    49.0     51.9             1/22/90     6.9    46.8     76.7          3/6/87         6.7      6.8

<CAPTION>

Series                Inception Date
- --------------------  --------------
<S>                   <C>
Florida.............         8/1/94
Hawaii Income.......     9/19/94
Maryland............      8/1/94
Massachusetts.......      8/1/94
Michigan............      8/1/94
New Jersey..........      8/1/94
New York............      8/1/94
North Carolina......      8/1/94
Ohio................      8/1/94
Pennsylvania........      8/1/94
</TABLE>

  THE CONNECTICUT MONEY MARKET SERIES, THE MASSACHUSETTS MONEY MARKET SERIES,
THE NEW JERSEY MONEY MARKET SERIES AND THE NEW YORK MONEY MARKET SERIES

    The money market series will prepare a current quotation of yield from  time
to  time. The yield quoted will be the simple annualized yield for an identified
seven calendar day period. The yield calculation will be based on a hypothetical
account having a balance of exactly one share at the beginning of the  seven-day
period.  The  base  period  return  will  be the  change  in  the  value  of the
hypothetical account during the  seven-day period, including dividends  declared
on  any shares purchased with dividends on  the shares but excluding any capital
changes. The yield will  vary as interest rates  and other conditions  affecting
money  market instruments change.  Yield also depends on  the quality, length of
maturity and type of instruments in  the money market series' portfolio and  its
operating expenses. The money market series may also prepare an effective annual
yield  computed  by  compounding  the unannualized  seven-day  period  return as
follows: by adding 1  to the unannualized seven-day  period return, raising  the
sum to a power equal to 365 divided by 7, and subtracting 1 from the result.

    The  money market series may also calculate  the tax equivalent yield over a
7-day period. The tax equivalent yield will be determined by first computing the
current yield as discussed above. The Series will then determine what portion of
that yield is  attributable to  securities, the income  on which  is exempt  for
federal  income tax purposes. This portion of  the yield will then be divided by
one minus the state tax rate times one minus the federal tax rate and then added
to the  portion of  the yield  that  is attributable  to other  securities.  The
Connecticut  Money Market Series, Massachusetts  Money Market Series, New Jersey
Money Market Series and New York Money Market Series' 7-day tax equivalent yield
(assuming a federal tax rate of 36%) as of August 31, 1995 was 5.5%, 5.9%,  5.2%
and 5.1%, respectively.

                                      B-48
<PAGE>
    Comparative  performance  information  may  be used  from  time  to  time in
advertising or marketing the  money market series'  shares, including data  from
Lipper  Analytical  Services, Inc.,  IBC/Donoghue's Money  Fund Report  or other
industry publications.

    The money market series' yield fluctuates, and an annualized yield quotation
is not a representation by the money  market series as to what an investment  in
the  money market series will actually yield for any given period. Actual yields
will depend upon not only changes in interest rates generally during the  period
in  which the  investment in the  money market series  is held, but  also on any
realized or unrealized gains and losses and changes in the money market  series'
expenses.

    From  time to time,  the performance of  the series may  be measured against
various indices. Set forth  below is a chart  which compares the performance  of
different types of investments over the long-term and the rate of inflation.(1)

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
 A Look At Performance Over the Long-Term
<S>                                         <C>               <C>                             <C>
(1926-1992)
                                               Common Stocks      Long-Term Government Bonds  Inflation
Average Annual Return                                  10.3%                            4.8%       3.1%
</TABLE>

    (1)Source:  Ibbotson Associates,  "Stocks, Bonds,  Bills and Inflation--1993
Yearbook"  (annually  updates  the  work  of  Roger  G.  Ibbotson  and  Rex   A.
Sinquefield).  Common stock returns are based on the Standard & Poor's 500 Stock
Index, a market-weighted, unmanaged index of  500 common stocks in a variety  of
industry  sectors.  It  is  a  commonly  used  indicator  of  broad  stock price
movements. This chart is for illustrative purposes only, and is not intended  to
represent the performance of any particular investment or fund.

                       DISTRIBUTIONS AND TAX INFORMATION

Distributions

    All  of the  Fund's net  investment income  is declared  as a  dividend each
business day. Shares will begin earning dividends on the day following the  date
on  which the  shares are  issued, the  date of  issuance customarily  being the
"settlement" date. Shares continue  to earn dividends  until they are  redeemed.
Unless the shareholder elects (by notice to the Dividend Disbursing Agent by the
first  business day of the month) to receive monthly cash payments of dividends,
such dividends  will  be  automatically received  in  additional  series  shares
monthly at net asset value on the payable date. In the event an investor redeems
all the shares in his or her account at any time during the month, all dividends
declared to the date of redemption will be paid to him or her at the time of the
redemption.  The Fund's  net investment income  on weekends,  holidays and other
days on which the Fund is closed for business will be declared as a dividend  on
shares  outstanding on the close of the last  business day on which the Fund was
open for business.  Accordingly, a  shareholder who  redeems his  or her  shares
effective  as of  4:15 P.M. (4:30  P.M. for  the money market  series), New York
time, on a Friday earns a dividend which reflects the income earned by the  Fund
on the following Saturday and Sunday. On the other

                                      B-49
<PAGE>
hand,  an investor whose purchase order is  effective as of 4:15 P.M. (4:30 P.M.
for the money market series), New York time, on a Friday does not begin  earning
dividends  until the following  business day. Net  investment income consists of
interest income accrued  on portfolio securities  less all expenses,  calculated
daily.

    Net realized capital gains, if any, will be distributed annually and, unless
the  shareholder elects to receive them  in cash, will be automatically received
in additional shares of a series.

    The per share dividends  on Class B  shares and Class C  shares of a  series
will  be lower than the per share dividends on Class A shares of the series as a
result of the  higher distribution-related  fee applicable  to the  Class B  and
Class  C shares. The per share distributions  of net capital gains, if any, will
be paid in the  same amount for Class  A, Class B and  Class C shares. See  "Net
Asset Value."

    Annually,  the Fund will mail to  shareholders information regarding the tax
status of dividends and distributions made by the Fund in the calendar year. The
Fund intends to report the proportion of all distributions that were  tax-exempt
for  that calendar year.  The percentage of income  designated as tax-exempt for
the calendar year  may be  substantially different  from the  percentage of  the
Fund's income that was tax-exempt for a particular period.

Federal Taxation

    Under  the Internal Revenue Code, each series  of the Fund is required to be
treated as a separate entity for federal income tax purposes.

    Each series  of  the Fund  has  elected to  qualify  and intends  to  remain
qualified to be treated as a regulated investment company under the requirements
of  Subchapter  M of  the Internal  Revenue Code  for each  taxable year.  If so
qualified, each series will not  be subject to federal  income taxes on any  net
investment  income and capital  gains, if any, realized  during the taxable year
which are distributed to shareholders, provided that it distributes at least 90%
of its net investment income and short-term capital gains and 90% of any  excess
of its tax-exempt interest over certain disallowed deductions during the taxable
year.  In addition, each series intends to make distributions in accordance with
the provisions of the Internal Revenue Code so as to avoid the 4% excise tax  on
certain  amounts remaining  undistributed at the  end of each  calendar year. In
order to qualify  as a  regulated investment company,  each series  of the  Fund
must,  among other things, (a) derive at  least 90% of its gross income (without
offset for losses) from dividends, interest, payments with respect to securities
loans and gains from the sale or  other disposition of stock or securities;  (b)
derive  less than 30% of  its gross income (without  offset for losses) from the
sale or other disposition of stock,  securities or futures contracts or  options
thereon held for less than three months; and (c) diversify its holdings so that,
at  the end of each quarter of the taxable  year (i) at least 50% or more of the
market value of the assets of the series is represented by cash, U.S. Government
securities and other  securities limited, in  respect of any  one issuer, to  an
amount  not greater than 5% of the market  value of the assets of the series and
10% of the outstanding voting securities of such issuer, and (ii) not more  than
25%  of the value of the  assets of the series is  invested in the securities of
any one issuer (other than U.S. Government securities).

    Gain or loss realized by a series from the sale of securities generally will
be treated as  capital gain  or loss;  however, gain  from the  sale of  certain
securities  (including municipal obligations) will be treated as ordinary income
to the  extent  of any  "market  discount".  Market discount  generally  is  the
difference,  if any, between the  price paid by the  series for the security and
the principal amount of the security (or, in the case of a security issued at an
original issue discount, the  revised issue price of  the security). The  market
discount  rule does not apply  to any security that was  acquired by a series at
its original issue.

    The purchase of  a put  option may  be subject to  the short  sale rules  or
straddle  rules (including the modified short  sale rule) for federal income tax
purposes. Absent a tax  election to the contrary,  gain or loss attributable  to
the  lapse, exercise or closing out of any such put option (or any other Section
1256 contract under the Internal Revenue Code) will be treated as 60%  long-term
and  40% short-term capital gain or loss. On  the last trading day of the fiscal
year of  a  series, all  outstanding  put options  as  well as  certain  futures
contracts  will be treated as if such positions were closed out at their closing
price on such day, with any resulting  gain or loss recognized as 60%  long-term
and 40% short-term capital gain or loss. In addition, positions held by a series
which  consist of at least  one debt security and at  least one put option which
substantially reduces the risk of loss of the series

                                      B-50
<PAGE>
with respect  to that  debt  security constitute  a  "mixed straddle"  which  is
governed  by  certain provisions  of the  Internal Revenue  Code that  may cause
deferral of losses, adjustments  in the holding periods  of debt securities  and
conversion  of  short-term capital  losses into  long-term capital  losses. Each
series may consider making certain tax elections applicable to mixed straddles.

    Each series' hedging activities may be affected by the requirement under the
Internal Revenue Code that less than 30% of a series' income be derived from the
sale or other disposition  of securities, futures  contracts, options and  other
instruments held for less than three months. From time to time, this requirement
may  cause a series to limit its acquisitions of futures contracts to those that
will not expire for at least three months. At the present time, there is only  a
limited  market for futures contracts on the  municipal bond index that will not
expire within three months.  Therefore, to meet the  30%/3 month requirement,  a
series may choose to use futures contracts based on fixed-income securities that
will not expire within three months.

    Since  each series is  treated as a  separate entity for  federal income tax
purposes,  the  determination  of   the  amount  of   net  capital  gains,   the
identification  of those gains as long-term  or short-term and the determination
of the amount of income  dividends of a particular series  will be based on  the
purchases  and sales of securities and the income received and expenses incurred
in that  series.  Net  capital  gains  of  a  series  which  are  available  for
distribution to shareholders will be computed by taking into account any capital
loss carryforward of the series.

    For  the year ended August  31, 1995, the following  series had capital loss
carryforwards for federal tax purposes as follows:

<TABLE>
<CAPTION>
                                                                      Capital Loss
Series                                                                Carryforward    Expires
- --------------------------------------------------------------------  -------------  ---------
<S>                                                                   <C>            <C>
Florida.............................................................   $ 2,726,000     2003
New Jersey..........................................................   $ 1,683,700     2003
New York............................................................   $    15,700     1999
                                                                       $ 1,026,100     2003
Pennsylvania........................................................   $ 1,452,100     2003
</TABLE>

    If any  net long-term  capital gains  in excess  of net  short-term  capital
losses  are retained by a series  for investment, requiring federal income taxes
to be paid thereon by  the series, the series will  elect to treat such  capital
gains as having been distributed to shareholders. As a result, shareholders will
be taxed on such amounts as long-term capital gains, will be able to claim their
proportionate share of the federal income taxes paid by the series on such gains
as  a  credit against  their own  federal  income tax  liabilities, and  will be
entitled to increase the adjusted  tax basis of their  shares in such series  by
the differences between their PRO RATA share of such gains and their tax credit.

    Subchapter  M permits the character of  tax-exempt interest distributed by a
regulated investment  company to  flow  through as  tax-exempt interest  to  its
shareholders  provided that 50% or more of the value of its assets at the end of
each quarter  of its  taxable year  is  invested in  state, municipal  or  other
obligations  the interest  on which is  exempt for federal  income tax purposes.
Distributions to shareholders of tax-exempt interest earned by any series of the
Fund for the  taxable year are  not subject  to federal income  tax (except  for
possible  application  of the  alternative minimum  tax). Interest  from certain
private activity and other  bonds is treated  as an item  of tax preference  for
purposes  of  the  28%  alternative  minimum  tax  on  individuals  and  the 20%
alternative minimum tax on corporations. To the extent interest on such bonds is
distributed to shareholders  of any  series of  the Fund,  shareholders will  be
subject  to  the  alternative  minimum  tax  on  such  distributions.  Moreover,
exempt-interest dividends, whether or  not on private  activity bonds, that  are
held  by  corporations  will  be  taken  into  account  (i)  in  determining the
alternative minimum  tax  imposed on  75%  of  the excess  of  adjusted  current
earnings  over  alternative  minimum  taxable income,  (ii)  in  calculating the
environmental tax equal to 0.12 percent of a corporation's modified  alternative
minimum  taxable income in  excess of $2  million, and (iii)  in determining the
foreign branch profits  tax imposed  on the effectively  connected earnings  and
profits (with adjustments) of United States branches of foreign corporations

                                      B-51
<PAGE>
    Distributions  of taxable  net investment  income and  of the  excess of net
short-term capital  gains  over net  long-term  capital losses  are  taxable  to
shareholders  as ordinary income.  None of the income  distributions of the Fund
will be eligible for the deduction for dividends received by corporations.

    Distributions of  the  excess  of  net  long-term  capital  gains  over  net
short-term  capital  losses are  taxable  to shareholders  as  long-term capital
gains, regardless of the length of time the shares of the series have been  held
by  such shareholders.  Such distributions  are not  eligible for  the dividends
received deduction. Distributions of long-term  capital gains of the series  are
includable in income and may also be subject to the alternative minimum tax.

    Any  short-term capital loss  realized upon redemption  of shares within six
months (or such shorter  period as may be  established by Treasury  regulations)
from  the  date  of  purchase  of  such  shares  and  following  receipt  of  an
exempt-interest dividend will  be disallowed  to the extent  of such  tax-exempt
dividend. Any loss realized upon the redemption of shares within six months from
the date of purchase of such shares and following receipt of a long-term capital
gains  distribution will be treated  as long-term capital loss  to the extent of
such long-term capital gains distribution and to the extent not disallowed under
the preceding sentence.

    Any loss realized on a sale, redemption or exchange of shares of the Fund by
a shareholder will be disallowed to the extent the shares are replaced within  a
61-day  period  (beginning 30  days before  the  disposition of  shares). Shares
purchased  pursuant  to  the  reinvestment  of  a  dividend  will  constitute  a
replacement of shares.

    A  shareholder  who  acquires shares  of  the  Fund and  sells  or otherwise
disposes of such  shares within 90  days of  acquisition may not  be allowed  to
include  certain sales charges incurred in acquiring such shares for purposes of
calculating gain or loss realized upon a sale or exchange of shares of the Fund.

    Interest on  indebtedness  incurred by  shareholders  to purchase  or  carry
shares  of the Fund will  not be deductible for  federal income tax purposes. In
addition, under rules used by the Internal Revenue Service for determining  when
borrowed  funds  are considered  to be  used  for the  purpose of  purchasing or
carrying particular assets,  the purchase of  shares may be  considered to  have
been  made with borrowed funds  even though the borrowed  funds are not directly
traceable to the purchase of shares.

    Persons holding  certain municipal  obligations  who also  are  "substantial
users"  (or persons related thereto) of  facilities financed by such obligations
may not  exclude  interest on  such  obligations  from their  gross  income.  No
investigation  as  to the  users  of the  facilities  financed by  bonds  in the
portfolios of the Fund's series has  been made by the Fund. Potential  investors
should  consult their tax advisers with respect to this matter before purchasing
shares of the Fund.

    From time to time,  proposals have been introduced  before Congress for  the
purpose  of  restricting or  eliminating the  federal  income tax  exemption for
interest on certain  state and municipal  obligations. It can  be expected  that
similar  proposals may be introduced in  the future. Such proposals, if enacted,
may further  limit  the  availability  of state  or  municipal  obligations  for
investment  by the Fund and the value of portfolio securities held by the series
may be  adversely  affected.  In  such  case, each  series  of  the  Fund  would
reevaluate its investment objective and policies.

    All  distributions of taxable net investment income and net realized capital
gains, whether received in shares or cash, must be reported by each  shareholder
on  his  or her  federal  income tax  return.  Shareholders electing  to receive
distributions in  the form  of additional  shares  will have  a cost  basis  for
federal  income tax purposes  in each share  so received equal  to the net asset
value of a share of the applicable series of the Fund on the reinvestment  date.
Distributions of tax-exempt interest must also be reported. Under federal income
tax  law, each  series of the  Fund will be  required to report  to the Internal
Revenue Service all distributions of taxable income and capital gains as well as
gross proceeds from the redemption or exchange of shares of such series,  except
in  the  case  of  certain exempt  shareholders.  Under  the  backup withholding
provisions of the  Internal Revenue Code,  all proceeds from  the redemption  or
exchange  of shares are subject to withholding of federal income tax at the rate
of 31% in the case of nonexempt shareholders who fail to furnish the appropriate
series of the Fund  with their taxpayer identification  numbers on IRS Form  W-9
and with required certifications regarding their status under the federal income
tax   law.  Such  withholding   is  also  required   on  taxable  dividends  and

                                      B-52
<PAGE>
capital gains distributions unless it is  reasonably expected that at least  95%
of  the distributions of the series are comprised of tax-exempt interest. If the
withholding provisions  are applicable,  any  such distributions  and  proceeds,
whether  taken in cash or  reinvested in shares, will  be reduced by the amounts
required to be withheld. Investors may wish to consult their tax advisers  about
the applicability of the backup withholding provisions.

State Taxation

    The  following discussion assumes that each series of the Fund qualified for
each taxable year as a regulated investment company for federal tax purposes.

    CONNECTICUT.  Distributions  from the Connecticut  Money Market Series  (the
Connecticut  Series)  to  individual  shareholders  of  the  Connecticut  Series
resident in  Connecticut and  Connecticut resident  trusts and  estates are  not
subject  to  taxation pursuant  to the  Connecticut Personal  Income Tax  to the
extent  that  such  distributions  constitute  exempt-interest  dividends  under
section  852(b)(5)  of the  Internal Revenue  Code and  are derived  from income
received by the Connecticut Series as interest from obligations of the State  of
Connecticut or its political subdivisions (Connecticut Municipal Obligations) or
on  obligations the interest  on which is  exempt from state  taxation under the
laws of the  United States  (including obligations  issued by  Puerto Rico,  the
Virgin  Islands and Guam). It is likely that capital gain dividends derived from
the sale  of Connecticut  Municipal  Obligations also  are  not subject  to  the
Connecticut  Personal Income Tax. Other distributions to individual shareholders
resident in Connecticut and to resident trusts and estates from the  Connecticut
Series,  including  capital gains  dividends derived  from sales  of obligations
other than Connecticut Municipal Obligations, exempt-interest dividends  derived
from  sources  other than  Connecticut Obligations,  and distributions  that are
taxable as dividends  for federal income  tax purposes are  not exempt from  the
Connecticut  Personal Income Tax. Individual shareholders and estates and trusts
subject to alternative minimum tax for federal tax purposes may also be  subject
to  alternative  minimum  tax  for Connecticut  Tax  purposes.  Exempt interest-
dividends other than  those derived  from Connecticut Obligations  and any  loss
from  the  sale or  exchange of  Connecticut  Obligations will  be added  to the
alternative minimum  tax  base,  while  exempt dividends  paid  by  a  regulated
investment  company, exempt interest-dividends derived from interest payments on
Connecticut Obligations  and capital  gain dividends  derived from  the sale  of
Connecticut obligations are subtracted from the alternative minimum tax base for
Connecticut Tax purposes.

    Distributions   that  constitute  exempt-interest  dividends  under  section
852(b)(5) of the Internal Revenue Code from the Connecticut Series to  corporate
shareholders  (other  than  shareholders  that  are  S  Corporations)  that  are
apportioned to Connecticut are subject  to taxation pursuant to the  Connecticut
Corporation  Business  Tax, whether  or not  derived from  Connecticut Municipal
Obligations. Distributions to  corporate shareholders  (other than  shareholders
that  are S  Corporations) from the  Connecticut Series  that constitute capital
gains for federal income tax purposes  are also subject to taxation pursuant  to
the  Connecticut Corporation  Business Tax.  Thirty percent  of distributions to
corporate shareholders (other  than shareholders that  are S Corporations)  that
are taxable as dividends for federal income tax purposes generally is subject to
taxation  pursuant to  the Corporation  Business Tax  and the  remaining seventy
percent is not.

    Distributions  to  shareholders  of  the  Connecticut  Series  that  are   S
Corporations  that constitute  either exempt-interest dividends,  whether or not
derived from  Connecticut  Municipal  Obligations,  capital  gain  dividends  or
taxable  dividends  for federal  income tax  purposes which  are required  to be
separately taken  into account  by shareholders  of S  Corporations for  federal
income  tax purposes  are not  subject to  taxation pursuant  to the Connecticut
Corporation Business Tax. For purposes  of the Connecticut Personal Income  Tax,
Connecticut resident individual, trust and estate shareholders of S Corporations
are  taxed on their PRO  RATA share of such separately  stated items in the same
manner and  to  the  same extent  as  if  received by  them  directly  from  the
Connecticut Series.

    Shares  of  the  Connecticut Series  will  not  be subject  to  the personal
property tax in the State of Connecticut.

                                      B-53
<PAGE>
    Shareholders of the  Connecticut Series  should consult  their tax  advisers
about  other  state  and  local  tax consequences  of  their  investment  in the
Connecticut Series including the tax consequences of ceasing to be a resident of
Connecticut.

    FLORIDA.   Florida does  not  impose an  income  tax on  individuals.  Thus,
individual shareholders of the Florida Series will not be subject to any Florida
state or local income taxes on distributions received from the Florida Series.

    Florida  does  impose a  State  income tax  on  the income  of corporations,
limited  liability  companies   and  certain  trusts   (excluding  probate   and
testamentary  trusts) that  is allocated  or apportioned  to Florida.  For those
shareholders, in determining  income subject  to Florida  corporate income  tax,
Florida  generally  "piggy-backs" federal  taxable  income concepts,  subject to
adjustments that are applicable  to all corporations  and some adjustments  that
are  applicable to  certain classes  of corporations.  In regard  to the Florida
Series, the most significant  adjustment is for interest  income from state  and
local  bonds that is exempt  from tax under Section  103 of the Internal Revenue
Code. Provided  that the  Florida  Series qualifies  as a  regulated  investment
company  and  complies  with  the  requirements  of  the  Internal  Revenue Code
necessary to pay  exempt-interest dividends, including  the requirement that  at
least 50% of the value of its assets at the close of each quarter of its taxable
year  be invested in state, municipal or other obligations the interest on which
is exempt from tax under Section  103, the corporate shareholders of the  Series
may  incur Section 103 interest income  from Florida Series distributions. While
Section 103  interest  income is  generally  excluded from  taxable  income  for
federal  income tax  purposes, it  is added back  to taxable  income for Florida
corporate income  tax  purposes (only  40%  of such  income  is added  back  for
corporate  taxpayers subject to Florida  alternative minimum tax). Consequently,
the portion  of the  Section 103  interest income  (or 40%  of that  amount  for
corporate taxpayers subject to the Florida alternative minimum tax) allocated or
apportioned  to Florida of  a corporate Florida  Series shareholder arising from
Florida Series distributions is subject to Florida corporate income taxes. Other
distributions from the Florida Series  to corporate shareholders, to the  extent
allocated or apportioned to Florida, may also be subject to Florida income tax.

    Provided  that on and throughout January 1  of a given year the portfolio of
assets of the Florida Series will be comprised exclusively of notes, bonds,  and
other obligations issued by the State of Florida or its municipalities, counties
and  other  taxing districts,  the United  States  Government and  its agencies,
Puerto Rico, Guam  and the  Virgin Islands,  and other  investments exempt  from
Florida  intangible personal  property tax,  in the  opinion of  Florida counsel
shares of the Florida Series will not be subject to Florida intangible  personal
property  taxes  for that  year.  The Florida  Series  has obtained  a technical
assistance advisement from the Florida Department of Revenue which confirms this
consequence. If the Florida Series holds any  other type of asset on that  date,
then  the entire value of the Florida  Series shares (except for that portion of
the value attributable to  U.S. government obligations) will  be subject to  the
intangible personal property tax.

    Shareholders  of the Florida Series should  consult their tax advisers about
other state  and local  tax consequences  of their  investments in  the  Florida
Series.

    HAWAII.  In the opinion of Hawaii tax counsel, distributions from the Hawaii
Series  to Hawaii  residents will  not be  subject to  Hawaii income  tax to the
extent that  such  distributions  constitute  exempt  interest  dividends  under
Section  852(b)(5)  of the  Internal Revenue  Code and  are derived  from income
received by  the Series  from  obligations which  pay interest  excludable  from
Hawaii income tax under Hawaii law. Other distributions, including capital gains
distributions,  exempt  interest dividends  derived  from obligations  of states
other than Hawaii and their  political subdivisions, and distributions that  are
taxable  as dividends for federal income tax purposes are not exempt from Hawaii
income tax.

    Distributions from  the  Hawaii  Series  are  not  exempt  from  the  Hawaii
Franchise  Tax.  This  tax applies  to  banks, building  and  loan associations,
financial services loan  companies, financial corporations,  and small  business
investment companies.

    Persons  or entities  who are not  Hawaii residents should  generally not be
subject to Hawaiian income taxation on  dividends and distributions made by  the
Series but may be subject to other state and local taxes.

                                      B-54
<PAGE>
    MARYLAND.   In the opinion of  Maryland tax counsel, individual shareholders
of the Maryland Series resident in Maryland, corporate shareholders (other  than
financial institutions such as banks) of the Maryland Series and shareholders of
the  Maryland Series that are trusts or  estates will not be subject to Maryland
State or local income taxes on  distributions received from the Maryland  Series
to the extent that such distributions are attributable to interest on tax-exempt
obligations  of  the  State  of  Maryland  or  its  political  subdivisions  and
authorities, or obligations issued by the Governments of Puerto Rico, the Virgin
Islands and Guam,  provided that the  Maryland Series qualifies  as a  regulated
investment  company and complies  with the requirements  of the Internal Revenue
Code necessary to pay exempt-interest  dividends including the requirement  that
at  least 50% of  the value of  its assets at  the close of  each quarter of its
taxable year be invested in state, municipal or other obligations, the  interest
on  which is exempt from federal income tax under Section 103(a) of the Internal
Revenue Code.  Up to  50 percent  of dividends  attributable to  exempt-interest
income  received by  the Maryland  Series from  obligations that  are "specified
private activity  bonds"  within  the  meaning of  Section  57(a)(5)(C)  of  the
Internal Revenue Code could be subject to Maryland individual income tax.

    In  addition,  distributions received  from  the Maryland  Series  which are
attributable to (i) gains realized  on the sale or  exchange of bonds issued  by
the  State of Maryland or its  political subdivisions and (ii) interest received
by the Maryland  Series on U.S.  Government obligations will  not be subject  to
Maryland  State and  local income taxes.  Other distributions  from the Maryland
Series will generally not be exempt from Maryland State and local income taxes.

    Entities subject to  the Maryland financial  institution franchise tax  will
generally be subject to tax on all distributions from the Maryland Series.

    Shares  of the Maryland Series will not  be subject to the Maryland personal
property tax.

    Shareholders of the Maryland Series should consult their tax advisers  about
other  state and  local tax  consequences of  their investments  in the Maryland
Series.

    MASSACHUSETTS.   In  the  opinion  of  Massachusetts  tax  counsel,  if  the
Massachusetts  Series and the Massachusetts Money  Market Series each qualify as
regulated  investment   companies,  (1)   individual  and   other   noncorporate
shareholders  of each  Series resident in  Massachusetts will not  be subject to
Massachusetts personal income tax on distributions received from such Series  to
the  extent  such  distributions  are  attributable  to  interest  on tax-exempt
obligations of the Commonwealth of Massachusetts and its political  subdivisions
and  instrumentalities provided that  such Series complies  with the requirement
that at least 50% of the value of its assets at the close of each quarter of its
taxable year be invested in state, municipal or other obligations, the  interest
on  which is excluded  from gross income  for federal income  tax purposes under
Section 103(a) of the Internal Revenue  Code; (2) such shareholders will not  be
subject  to  Massachusetts personal  income tax  on distributions  received from
either of  such Series  to the  extent such  distributions are  attributable  to
interest  on obligations  issued by the  Governments of Puerto  Rico, the Virgin
Islands or Guam; and (3) such shareholders will not be subject to  Massachusetts
personal  income  tax on  capital gain  dividends received  from either  of such
Series to the extent such capital  gain dividends are attributable to  long-term
capital  gains realized  on the  sale or  exchange of  Massachusetts obligations
issued pursuant to legislation which specifically exempts capital gains from the
disposition of such obligations from Massachusetts personal income tax; in  each
case  subject to  the requirement  that such  Series notify  its shareholders in
writing within sixty days following the close of its taxable year of the portion
of any distribution qualifying for any such exemption.

    Other distributions  from the  Massachusetts  Series and  the  Massachusetts
Money  Market Series  will generally not  be exempt  from Massachusetts personal
income tax.

    Massachusetts Series and the Massachusetts Money Market Series distributions
will not  be  excluded  from  net  income of  corporations  and  shares  of  the
Massachusetts  Series  and the  Massachusetts Money  Market  Series will  not be
excluded from the net worth  of intangible property corporations in  determining
the Massachusetts excise tax on corporations.

    Shares of the Massachusetts Series and the Massachusetts Money Market Series
will not be subject to Massachusetts local property taxes.

                                      B-55
<PAGE>
    Shareholders  of the Massachusetts Series and the Massachusetts Money Market
Series should  consult  their tax  advisers  about  other state  and  local  tax
consequences   of  their  investments  in   the  Massachusetts  Series  and  the
Massachusetts Money Market Series.

    MICHIGAN.   Individual  shareholders  of the  Michigan  Series  residing  in
Michigan  will not be subject to Michigan personal income tax or personal income
taxes imposed by  cities in  Michigan, and  corporate shareholders  will not  be
subject  to the Michigan single business tax, on distributions received from the
Michigan Series to the extent such distributions are attributable to interest on
tax-exempt obligations of the State  of Michigan or any municipality,  political
subdivision  or governmental agency or instrumentality thereof or on obligations
issued by the Governments of Puerto Rico, the Virgin Islands and Guam,  provided
that  the Michigan Series complies with  the requirement of the Internal Revenue
Code that at least 50% of the value  of its assets at the close of each  quarter
of  its taxable year  is invested in  state, municipal or  other obligations the
interest on which is exempt from federal income tax under Section 103(a) of  the
Internal Revenue Code.

    Other  distributions from  the Michigan  Series, including  those related to
long-term and short-term capital  gains, will generally not  be exempt from  the
Michigan personal income tax or single business tax.

    Income  from the Michigan Series, to  the extent attributable to interest on
obligations issued by Michigan or  its political subdivisions, will be  excluded
for purposes of determining yield under the Michigan intangibles tax.

    The Fund has obtained rulings from the Michigan Department of Treasury which
confirm  these  state tax  consequences  for Michigan  resident  individuals and
corporations. Shareholders  of  the Michigan  Series  should consult  their  tax
advisers  about other state  and local tax consequences  of their investments in
the Michigan Series.

    NEW  JERSEY.    In  the  opinion  of  New  Jersey  tax  counsel,  individual
shareholders  of the New  Jersey Series and  the New Jersey  Money Market Series
resident in New Jersey  and shareholders of  the New Jersey  Series and the  New
Jersey Money Market Series that are trusts or estates will not be subject to New
Jersey  income tax  on distributions received  from either series  to the extent
that such distributions are attributable  to interest on tax-exempt  obligations
of  the State of  New Jersey or  its political subdivisions  and authorities, or
obligations issued by  the Governments of  Puerto Rico, the  Virgin Islands  and
Guam, provided that the relevant Series complies with the requirement of the New
Jersey  Gross Income Tax Act  that (1) 80% of  the aggregate principal amount of
all its investments (excluding cash,  cash items and receivables, and  financial
options,  futures,  forward contracts,  or  other similar  financial instruments
related to interest-bearing  obligations, obligations  issued at  a discount  or
bond  indexes  related thereto  that  are related  to  such series'  business of
investing  in  securities  (Related  Financial  Instruments))  are  invested  in
obligations  issued  by  the State  of  New Jersey  or  any of  its  agencies or
political subdivisions, or other obligations exempt from state or local taxation
under the laws of New Jersey and the United States and (2) it has no investments
other than interest bearing obligations,  obligations issued at a discount,  and
cash and cash items, including receivables, and Related Financial Instruments.

    Distributions  received by shareholders who are resident individuals, trusts
or estates from the  New Jersey Series  and the New  Jersey Money Market  Series
which are attributable to gains realized on the sale or exchange of bonds issued
by  the State of  New Jersey or  its political subdivisions  are exempt from New
Jersey income tax. Other  distributions from the New  Jersey Series and the  New
Jersey  Money Market Series, including those related to long-term and short-term
capital gains from  other bonds, will  generally not be  exempt from New  Jersey
income tax.

    Shareholders of the New Jersey Series and the New Jersey Money Market Series
should  consult their tax advisers about  other state and local tax consequences
of their investments in these Series.

    NEW YORK.   The  New York  State franchise  tax law  and the  New York  City
general  corporation tax law  have special provisions  governing the taxation of
regulated investment companies  which elect to  be treated and  qualify as  such
under  Subchapter M of the Internal Revenue Code. Assuming that (1) the New York
Series and the New York Money Market  Series (the Series) each are treated as  a
separate  entity for federal income and New  York purposes, (2) each such Series
qualifies  as  a  regulated  investment  company  and  distributes  all  of  its

                                      B-56
<PAGE>
investment  income and short-term and  long-term capital gains so  as to have no
federal income tax liability, and (3) all  of the assets of each Series  consist
of  New York Obligations  (as described below),  other governmental obligations,
cash or certain cash equivalents, in the  opinion of New York tax counsel,  each
Series  will be exempt  from the New York  State franchise tax  and the New York
City general corporation tax, except for nominal taxes of $325 (increased by the
applicable New York  State surcharge) and  $300, respectively. However,  capital
gains  retained by a Series could be subject  to New York State or City tax, and
shareholders of such  Series who  are State or  City residents  will receive  no
State or City income tax credit for taxes paid by such Series.

    Individual  shareholders of the  New York Series, the  New York Money Market
Series and the New  York Income Series  resident in New York  State will not  be
subject  to State income tax on distributions received from either Series to the
extent such distributions are attributable to interest on tax-exempt obligations
of the State of New York and its political subdivisions, and obligations of  the
Governments  of Puerto Rico, the Virgin Islands and Guam (New York Obligations),
provided that the relevant  Series qualifies as  a regulated investment  company
and  satisfies the  requirements of the  Internal Revenue Code  necessary to pay
exempt-interest dividends, including the  requirement that at  least 50% of  the
value of its assets at the close of each quarter of its taxable year be invested
in  state, municipal or other obligations the interest on which is excluded from
gross income  for  federal income  tax  purposes  under Section  103(a)  of  the
Internal  Revenue Code. Individual shareholders who reside in New York City will
be able to exclude such distributions for City income tax purposes.

    Other distributions from  the New  York Series,  the New  York Money  Market
Series  and the New York Income Series, including those related to long-term and
short-term capital gains, will generally not be exempt from State or City income
tax.

    Distributions from these  Series will not  be excluded from  net income  and
shares  of  these  Series  will  not  be  excluded  from  investment  capital in
determining  State  or  City  franchise  and  corporation  taxes  for  corporate
shareholders.

    Shares  of these Series  will not be  subject to any  State or City property
tax.

    The Fund has obtained  the opinion of  its New York  tax counsel to  confirm
these  State and City tax consequences for the  New York Series and the New York
Money Market Series and for New  York resident individuals and corporations  who
are  shareholders of the New  York Series and the  New York Money Market Series.
The Fund anticipates receiving an opinion of its New York tax counsel to confirm
these State and City tax consequences for the New York Income Series and for New
York residents who are shareholders of that series when such series is  offered.
Shareholders  of the New York  Series, the New York  Money Market Series and the
New York Income Series should consult their advisers about other state and local
tax consequences of their investments in these Series.

    NORTH CAROLINA.  In  the opinion of North  Carolina tax counsel,  individual
shareholders  resident in  North Carolina  and shareholders  that are  trusts or
estates will  not be  subject  to North  Carolina  income tax  on  distributions
received  from the  North Carolina Series  to the extent  such distributions are
either (i)  exempt from  federal  income tax  and  attributable to  interest  on
obligations   of  North  Carolina  or   its  political  subdivisions;  nonprofit
educational  institutions  organized  or  chartered  under  the  laws  of  North
Carolina;  or Guam, Puerto Rico or  the Virgin Islands including the governments
thereof  and  their   agencies,  instrumentalities  and   authorities  or   (ii)
attributable to interest on direct obligations of the United States. These North
Carolina  income tax  exemptions will  be available  only if  the North Carolina
Series complies with the requirement of the Internal Revenue Code that at  least
50%  of the value of its assets at the close of each quarter of its taxable year
is invested in state,  municipal or other obligations  the interest on which  is
exempt  from federal  income tax  under Section  103(a) of  the Internal Revenue
Code.

    Other distributions from the North Carolina Series (except distributions  of
capital  gains  attributable to  the sale  by  the North  Carolina Series  of an
obligation the profit  from which is  exempt by a  North Carolina statute)  will
generally not be exempt from North Carolina income tax.

    Shares  of the North Carolina  Series will not be  subject to an intangibles
tax in North Carolina.

                                      B-57
<PAGE>
    The Series  has  obtained  a  ruling  signed  by  the  Director  of  and  an
Information  Release issued by  the Individual Income Tax  Division of the North
Carolina Department of  Revenue which  form the basis  of the  opinion of  North
Carolina  tax counsel  regarding the North  Carolina income  tax consequences of
investments in the North  Carolina Series for  individuals, trusts and  estates.
The  general practice  in North  Carolina is  for taxpayers  to rely  on rulings
signed by a Division Director and Information Releases issued by a Division.

    Shareholders of the North Carolina Series should consult their tax  advisers
about  other state and local tax consequences  of their investments in the North
Carolina Series.

    OHIO.  In  the opinion of  Ohio tax counsel,  distributions with respect  to
shares  of the Ohio  Series ("Distributions") that  are properly attributable to
interest on, or profit made on the sale, exchange, or other disposition of, Ohio
Obligations are  exempt from  the Ohio  personal income  tax and  municipal  and
school district income taxes in Ohio, provided that the Ohio Series continues to
qualify  as a regulated  investment company for federal  income tax purposes and
that at all times  at least 50%  of the value  of the total  assets of the  Ohio
Series  consists of Ohio Obligations, or  similar obligations of other states or
their subdivisions (but not including,  for this purpose, obligations of  United
States  territories or  possessions). For  purposes of  this discussion  of Ohio
taxes, (i) "Ohio Obligations"  means obligations issued by  or on behalf of  the
State of Ohio, political subdivisions thereof and agencies and instrumentalities
of  the State  or its  political subdivisions  and (ii)  it is  assumed that the
regulated investment company and 50% requirements described above are satisfied.

    Distributions are excluded from the net income base of the Ohio  corporation
franchise  tax to  the extent that  such Distributions are  either excluded from
gross income for  federal income tax  purposes or are  properly attributable  to
interest  on, or profit made on the sale, exchange or other disposition of, Ohio
Obligations. However,  shares of  the  Ohio Series  will  be includable  in  the
computation of net worth for purposes of such tax.

    Distributions  that are properly attributable  to interest on obligations of
the United  States  or its  territories  or  possessions or  of  any  authority,
commission  or instrumentality  of the United  States that is  exempt from state
income taxes under the laws of  the United States (including the obligations  of
the Governments of Puerto Rico, the Virgin Islands and Guam) are exempt from the
Ohio personal income tax and municipal and school district income taxes in Ohio,
and are excluded from the net income base of the Ohio corporation franchise tax.

    Other Distributions will generally not be exempt from Ohio income tax.

    Shareholders  of the  Ohio Series  should consult  their tax  advisers about
other state and local tax consequences of their investments in the Ohio Series.

    PENNSYLVANIA.   Under  Pennsylvania  law,  individual  shareholders  of  the
Pennsylvania  Series who  are residents of  Pennsylvania will not  be subject to
Pennsylvania personal income tax on distributions received from the Pennsylvania
Series to  the  extent  such  distributions  are  attributable  to  interest  on
tax-exempt  obligations of the  Commonwealth and its  political subdivisions and
authorities or of the Governments of  Puerto Rico, the Virgin Islands and  Guam.
Other  distributions from the  Pennsylvania Series will  generally not be exempt
from Pennsylvania personal  income tax. Distributions  paid by the  Pennsylvania
Series  will also be exempt from the Philadelphia School District investment net
income tax for individuals who are residents of the City of Philadelphia to  the
extent such distributions are derived from interest on tax-exempt obligations of
the  Commonwealth  and  its political  subdivisions  and authorities  or  of the
governments of Puerto Rico, the Virgin Islands  and Guam, or to the extent  such
distributions  are designated as  capital gain dividends  for federal income tax
purposes.

    Corporations which are subject to the Pennsylvania corporate net income  tax
will  not  be subject  to tax  on distributions  received from  the Pennsylvania
Series provided  that such  distributions are  not included  in federal  taxable
income determined before net operating loss deductions and special deductions.

    The  Pennsylvania  Series  will  not  be treated  as  a  taxable  entity and
therefore will  not  be subject  to  the  Pennsylvania personal  income  tax  or
corporate net income tax.

    In  addition,  shares of  the  Pennsylvania Series  will  not be  subject to
personal property  taxation in  Pennsylvania to  the extent  that the  portfolio
securities  owned by the Pennsylvania Series on the annual assessment date would
not be subject to such taxation if owned by a resident of Pennsylvania.  Because
the Pennsylvania

                                      B-58
<PAGE>
Series  will invest  predominantly in  obligations of  the Commonwealth  and its
political subdivisions and  authorities, which  obligations are  not subject  to
personal  property taxation in  Pennsylvania, only a small  fraction, if any, of
the value of the shares of the Pennsylvania Series would be subject to such tax.

    Shareholders of the  Pennsylvania Series should  consult their tax  advisers
about  other  state  and local  tax  consequences  of their  investments  in the
Pennsylvania Series.

                        ORGANIZATION AND CAPITALIZATION

    The Fund is a Massachusetts  business trust established under a  Declaration
of  Trust  dated May  18, 1984,  as amended.  The Declaration  of Trust  and the
By-Laws of the Fund are designed to make the Fund similar in most respects to  a
Massachusetts  business corporation.  The principal distinction  between the two
forms relates to shareholder liability; under Massachusetts law, shareholders of
a business trust  may, in certain  circumstances, be held  personally liable  as
partners  for  the  obligations  of the  Fund,  which  is not  the  case  with a
corporation. The Declaration  of Trust  of the Fund  provides that  shareholders
shall  not be subject to  any personal liability for  the acts or obligations of
the Fund and that every written obligation, contract, instrument or  undertaking
made  by the Fund shall contain a  provision to the effect that the shareholders
are not individually bound thereunder.

    Counsel for the Fund have advised  the Fund that no personal liability  will
attach  to the shareholders under any undertaking containing such provision when
adequate  notice  of  such  provision  is  given,  except  possibly  in  a   few
jurisdictions.  With respect to all types  of claims in the latter jurisdictions
and with respect to tort claims, contract claims where the provision referred to
is omitted  from  the  undertaking,  claims  for  taxes  and  certain  statutory
liabilities  in other jurisdictions, a shareholder may be held personally liable
to the extent that claims are not  satisfied by the Fund. However, upon  payment
of any such liability the shareholder will be entitled to reimbursement from the
general assets of the Fund. The Trustees intend to conduct the operations of the
Fund,  with the  advice of  counsel, in  such a way  so as  to avoid,  as far as
possible, ultimate liability of the shareholders for liabilities of the Fund.

    The Declaration of Trust further provides that no Trustee, officer, employee
or agent of  the Fund is  liable to  the Fund or  to a shareholder,  nor is  any
Trustee,  officer, employee or  agent liable to any  third persons in connection
with the affairs of the Fund, except  as such liability may arise from his,  her
or  its  own  bad  faith,  willful  misfeasance,  gross  negligence  or reckless
disregard of his, her  or its duties.  It also provides  that all third  parties
shall look solely to the Fund property or the property of the appropriate series
of the Fund for satisfaction of claims arising in connection with the affairs of
the  Fund  or of  the  particular series  of  the Fund,  respectively.  With the
exceptions stated, the Declaration of Trust permits the Trustees to provide  for
the  indemnification  of Trustees,  officers, employees  or  agents of  the Fund
against all liability in connection with the affairs of the Fund.

    Other distinctions between a corporation and a Massachusetts business  trust
include   the  absence  of  a  requirement  that  business  trusts  issue  share
certificates.

    The Fund and all  series thereof shall continue  without limitation of  time
subject  to the provisions in the Declaration of Trust concerning termination by
action of  the  shareholders  or  by  the Trustees  by  written  notice  to  the
shareholders.

    The authorized capital of the Fund consists of an unlimited number of shares
of  beneficial interest, $.01 par value,  issued in separate series. Each series
of the Fund, for federal income  tax and Massachusetts state law purposes,  will
constitute  a separate  trust which  will be governed  by the  provisions of the
Declaration of  Trust.  All  shares  of  any  series  of  the  Fund  issued  and
outstanding  will be fully  paid and non-assessable  by the Fund.  Each share of
each series represents an equal proportionate interest in that series with  each
other  share of that  series. The assets of  the Fund received  for the issue or
sale of the shares of each series and all income, earnings, profits and proceeds
thereof, subject only to the rights  of creditors of such series, are  specially
allocated  to such series  and constitute the underlying  assets of such series.
The underlying assets of each series are segregated on the books of account  and
are  to be  charged with the  liabilities in respect  to such series  and with a
share of the general liabilities of  the Fund. Under no circumstances would  the
assets  of a series be used to meet liabilities which are not otherwise properly
chargeable to it.  Expenses with respect  to any two  or more series  are to  be

                                      B-59
<PAGE>
allocated in proportion to the asset value of the respective series except where
allocations of direct expenses can otherwise be fairly made. The officers of the
Fund,  subject to  the general  supervision of the  Trustees, have  the power to
determine which liabilities are allocable to a given series or which are general
or allocable to two or more series. Upon redemption of shares of a series of the
Fund, the shareholder will receive proceeds solely of the assets of such series.
In the event of the dissolution or  liquidation of the Fund, the holders of  the
shares of any series are entitled to receive as a class the underlying assets of
such  series available  for distribution to  shareholders. On  October 16, 1995,
shareholders of the  Arizona, Georgia and  Minnesota Series approved  a plan  of
reorganization  whereby  the  assets  of  such series  were  to  be  acquired by
Prudential National  Municipals  Fund,  Inc.  in  tax-free  transactions,  which
occurred on October 27, 1995.

    Shares  of the Fund entitle their holders to one vote per share. However, on
any matter submitted to a vote of the shareholders, all shares then entitled  to
vote  will  be voted  by  individual series,  unless  otherwise required  by the
Investment Company  Act  (in  which  case  all  shares  will  be  voted  in  the
aggregate).  For example, a  change in investment  policy for a  series would be
voted upon only by shareholders  of the series involved. Additionally,  approval
of  the investment advisory agreement is a matter to be determined separately by
each series. Approval by the shareholders of one series is effective as to  that
series  whether or not  enough votes are  received from the  shareholders of the
other series to approve the proposal as to those series.

    The Fund does not intend to hold annual meetings of shareholders.

    Pursuant to  the  Declaration  of  Trust, the  Trustees  may  authorize  the
creation of additional series of shares (the proceeds of which would be invested
in   separate,  independently   managed  portfolios   with  distinct  investment
objectives and policies and share  purchase, redemption and net asset  valuation
procedures)  and additional classes of shares  within any series (which would be
used to distinguish among the rights of different categories of shareholders, as
might be required by future regulations or other unforeseen circumstances)  with
such  preferences, privileges, limitations and voting and dividend rights as the
Trustees may determine. All consideration received by the Fund for shares of any
additional series  or class,  and  all assets  in  which such  consideration  is
invested,  would belong to that  series or class (subject  only to the rights of
creditors of  such series  or class)  and would  be subject  to the  liabilities
related  thereto. Pursuant  to the Investment  Company Act,  shareholders of any
additional series or class of shares would normally have to approve the adoption
of any advisory contract relating to such series or class and of any changes  in
the investment policies related thereto.

    The  Trustees themselves have the power to alter the number and the terms of
office of the Trustees,  and they may  at any time lengthen  their own terms  or
make  their terms of unlimited  duration (subject to removal  upon the action of
two-thirds of the outstanding shares  of beneficial interest) and appoint  their
own  successors, provided that always  at least a majority  of the Trustees have
been elected by the shareholders of the Fund. The voting rights of  shareholders
are not cumulative, so that holders of more than 50 percent of the shares voting
can, if they choose, elect all Trustees being selected, while the holders of the
remaining shares would be unable to elect any Trustees.

               CUSTODIAN, TRANSFER AND DIVIDEND DISBURSING AGENT
                          AND INDEPENDENT ACCOUNTANTS

    State  Street  Bank and  Trust Company,  One  Heritage Drive,  North Quincy,
Massachusetts 02171, serves as Custodian for the Fund's portfolio securities and
cash and in that  capacity maintains cash and  certain financial and  accounting
books  and records pursuant to an agreement with  the Fund. See "How the Fund is
Managed--  Custodian  and  Transfer  and  Dividend  Disbursing  Agent"  in   the
Prospectus of each series.

    Prudential Mutual Fund Services, Inc. (PMFS), Raritan Plaza One, Edison, New
Jersey  08837, serves as Transfer and Dividend Disbursing Agent of the Fund. Its
mailing address is P.O. Box 15005, New Brunswick, New Jersey 08906-5005. PMFS is
a wholly-owned  subsidiary  of  PMF. PMFS  provides  customary  transfer  agency
services  to the Fund, including the handling of shareholder communications, the
processing of shareholder transactions,  the maintenance of shareholder  account
records, payment of dividends and distributions and related functions. For these
services,  PMFS receives an annual fee per shareholder account, in addition to a
new set up fee for each manually established account and a monthly inactive zero
balance account fee  per shareholder account.  PMFS is also  reimbursed for  its
out-of-pocket expenses, including but not limited to

                                      B-60
<PAGE>
postage,  stationery, printing, allocable communication and other costs. For the
fiscal year ended August 31,  1995, the Fund incurred  fees for the services  of
PMFS in the following amounts with respect to each currently existing series:

<TABLE>
<CAPTION>
                                                      Transfer Agency
Series                                                      Fees
- ----------------------------------------------------  ----------------
<S>                                                   <C>
Connecticut Money Market............................    $     31,000
Florida.............................................          41,700
Hawaii Income.......................................           2,500
Maryland............................................          25,900
Massachusetts.......................................          24,500
Massachusetts Money Market..........................          24,000
Michigan............................................          39,000
New Jersey..........................................         110,100
New Jersey Money Market.............................          82,000
New York............................................         134,300
New York Money Market...............................         126,000
North Carolina......................................          28,400
Ohio................................................          53,100
Pennsylvania........................................         129,000
</TABLE>

    Deloitte & Touche LLP, Two World Financial Center, New York, New York 10281,
serves  as the  Fund's independent accountants  and in that  capacity audits the
Fund's annual financial statements.

                   DESCRIPTION OF TAX-EXEMPT SECURITY RATINGS

Moody's Investors Service

Bond Ratings

    Aaa:  Bonds which are rated Aaa are  judged to be of the best quality.  They
carry  the smallest degree of  investment risk and are  generally referred to as
"gilt edge". Interest payments are protected  by a large or by an  exceptionally
stable margin and principal is secure. While the various protective elements may
change,  such  changes as  can be  visualized  are most  unlikely to  impair the
fundamentally strong position of such issues.

    Aa:  Bonds  which are  rated Aa  are judged  to be  of high  quality by  all
standards. Together with the Aaa group they comprise what are generally known as
high  grade  bonds. They  are  rated lower  than  Aaa bonds  because  margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be  of greater  amplitude or there  may be  other elements  present
which make the long-term risks appear somewhat larger than in Aaa securities.

    A:  Bonds which are rated A possess many favorable investment attributes and
are  to be considered as upper-medium-grade obligations. Factors giving security
to principal and interest  are considered adequate but  elements may be  present
which suggest a susceptibility to impairment sometime in the future.

    Baa:   Bonds which are rated Baa are considered as medium grade obligations,
I.E., they are neither  highly protected nor  poorly secured. Interest  payments
and  principal security appear adequate for  the present, but certain protective
elements may be lacking or may  be characteristically unreliable over any  great
length  of time. Such  bonds lack outstanding  investment characteristics and in
fact have speculative characteristics as well.

    Bonds rated  within the  Aa, A  and Baa  categories which  Moody's  believes
possess  the strongest credit attributes  within those categories are designated
by the symbols Aa1, A1 and Baa1.

Short-Term Ratings

    Moody's  ratings  for  tax-exempt  notes  and  other  short-term  loans  are
designated Moody's Investment Grade (MIG). This distinction is in recognition of
the  differences between short-term and long-term credit risk. Loans bearing the
designation MIG  1  are of  the  best  quality, enjoying  strong  protection  by
established  cash flows, superior liquidity  support or demonstrated broad-based
access to the market for refinancing. Loans bearing the designation MIG 2 are of
high quality with margins of  protection ample although not  so large as in  the

                                      B-61
<PAGE>
preceding  group. Loans bearing the designation  MIG 3 are of favorable quality,
with all  security  elements accounted  for  but  lacking the  strength  of  the
preceding  grades. Loans bearing the designation  MIG 4 are of adequate quality.
Protection commonly regarded and required  of an investment security is  present
and  although  not distinctly  or predominantly  speculative, there  is specific
risk.

Short-Term Debt Ratings

    Moody's Short-Term Debt Ratings  are opinions of the  ability of issuers  to
repay  punctually  senior  debt  obligations  having  an  original  maturity not
exceeding one year.

    Prime-1:   Issuers rated  at  Prime-1 (or  supporting institutions)  have  a
superior ability for repayment of senior short-term debt obligations.

    Prime-2:  Issuers rated "Prime-2" or "P-2" (or supporting institutions) have
a strong ability for repayment of senior short-term debt obligations.

Standard & Poor's Ratings Group

Bond Ratings

    AAA:   Debt rated AAA has the  highest rating assigned by S&P's. Capacity to
pay interest and repay principal is extremely strong.

    AA:  Debt  rated AA has  a very strong  capacity to pay  interest and  repay
principal and differs from the highest-rated issues only in small degree.

    A:   Debt rated A has a strong  capacity to pay interest and repay principal
although it is somewhat  more susceptible to the  adverse effects of changes  in
circumstances and economic conditions than debt in higher-rated categories.

    BBB:   Debt  rated BBB  is regarded  as having  an adequate  capacity to pay
interest and repay principal. Whereas  it normally exhibits adequate  protection
parameters,  adverse  economic  conditions or  changing  circumstances  are more
likely to lead to a  weakened capacity to pay  interest and repay principal  for
debt in this category than for debt in higher-rated categories.

Municipal Notes

    An  S&P municipal  note rating  reflects the  liquidity concerns  and market
access risks unique to municipal notes. Municipal  notes due in 3 years or  less
will likely receive a municipal note rating, while notes maturing beyond 3 years
will most likely receive a long-term debt rating.

    SP-1:   Very  strong capacity  to pay  principal and  interest. Those issues
determined to possess extremely strong safety characteristics are denoted with a
plus sign (+) designation.

    SP-2:  Satisfactory capacity to pay principal and interest.

Commercial Paper Ratings

    S&P's commercial paper ratings are current assessments of the likelihood  of
timely payment of debt considered short-term in the relevant market.

    A-1:   The  A-1 designation  indicates that  the degree  of safety regarding
timely payment is strong.  Those issues determined  to possess extremely  strong
safety characteristics are denoted with a plus sign (+) designation.

    A-2:   Capacity  for timely  payment on issues  with the  designation A-2 is
satisfactory. However,  the relative  degree of  safety is  not as  high as  for
issues designated A-1.

                                      B-62
<PAGE>


Portfolio of Investments as                   PRUDENTIAL MUNICIPAL SERIES FUND
of August 31, 1995                            CONNECTICUT MONEY MARKET SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                   Moody's                               Principal
                                                                    Rating      Interest     Maturity     Amount         Value
Description (a)                                                  (Unaudited)      Rate         Date        (000)       (Note 1)
<S>                                                              <C>            <C>         <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------
SHORT-TERM INVESTMENTS--101.0%
- ------------------------------------------------------------------------------------------------------------------------------
City of New Haven, Ser. 95                                       Aaa              5.00%        2/15/96   $  1,250     $ 1,252,182
Connecticut St. Economic Recovery, Ser. A                        Aa               5.40        12/15/95      2,000       2,006,947
Connecticut St. Dev. Auth., Ctrl. Rev.,
   Conco Proj. Ser. 85, F.R.W.D.                                 P1               3.50         9/07/95      1,700       1,700,000
   Jewish Cmnty. Ctr. of New Haven, Ser. 92, F.R.M.D.            A-1*             3.90         9/01/95        650         650,000
   Lt. & Pwr. Co. Proj., Ser. 93B, F.R.W.D.                      VMIG1            3.70         9/06/95      4,400       4,400,000
   Rand Whitney Container Bd., Ser. 93, F.R.W.D.                 P1               3.15         9/06/95      1,000       1,000,000
   SHW Inc. Proj., Ser. 90, F.R.W.D.                             NR               3.65         9/06/95      3,600       3,600,000
   Water Facs. Rev. Bridgeport Hydrolic
      Company Project., Ser. 95, F.R.W.D.                        P1               3.10         9/06/95      2,000       2,000,000
Connecticut St. Hlth. & Edl. Facs. Auth. Rev.,
   Bridgeport Hospital, Series B, F.R.W.D.                       VMIG1            3.35         9/06/95      1,300       1,300,000
   Charlotte-Hungerford Ser. B, F.R.W.D.                         VMIG1            3.70         9/07/95      1,200       1,200,000
   Pomfret School Issue, Series A, F.R.W.D.                      VMIG1            3.50         9/06/95      1,000       1,000,000
   Yale Univ., Ser. L, T.E.C.P.                                  VMIG1            3.50        11/09/95      1,100       1,100,000
   Yale Univ., Ser. N, T.E.C.P.                                  VMIG1            3.50        11/09/95      1,500       1,500,000
Connecticut St. Hsg. Fin. Auth., Mtg. Fin. Prog. Ser.
   93E-2, A.M.T.                                                 VMIG1            4.50        11/15/95      1,000       1,000,000
Connecticut St. Mun. Elec. Engy., Pwr. Supply
   Sys. Rev., Ser. 95A, T.E.C.P.                                 P1               3.55        12/08/95      1,600       1,600,000
Connecticut St. Spec. Assmt.,
   Unemployment Comp. Ser. 93C, A.M.T.                           VMIG1            3.90         7/01/96      2,500       2,500,000
   Unemployment Comp. Ser. 93B, F.R.W.D.                         VMIG1            3.60         9/06/95      3,500       3,500,000
Connecticut St. Spec. Tax Oblig., Trans. Infrastructure
   Rev.,
   Ser. 90I, F.R.W.D.                                            VMIG1            3.65         9/06/95      2,000       2,000,000
Davies Cnty. Solid Wst. Disp. Fac. Rev., Scott Paper Co.
   Proj., Ser. 93B, F.R.D.D.                                     VMIG1            3.70         9/01/95        700         700,000
Dist. of Columbia Rev.,
   Gen. Oblig., Rev., Ser. 92A-1, F.R.D.D.                       VMIG1            3.70         9/01/95        300         300,000
   Gen. Oblig., Rev., Ser. 92A-3, F.R.D.D.                       VMIG1            3.70         9/01/95      1,000       1,000,000
   Gen. Oblig., Rev., Ser. 92A-6, F.R.D.D.                       VMIG1            3.70         9/01/95      1,500       1,500,000
Fairfield Connecticut, B.A.N.,                                   NR               5.25         1/16/96      1,000       1,001,321
Gulf Coast Ind. Dev. Auth., Citgo Petroleum, Ser. 94,
   F.R.D.D.                                                      VMIG1            3.70         9/01/95        500         500,000
Harris County Texas Ind. Dev. Co., Exxon Corp., Ser. 87,
   F.R.D.D.                                                      P1               3.65         9/01/95        600         600,000
Hartford Connecticut Redevelopment Agency MultiFamily
   Mortgage,
   Ser. 90, F.R.W.D.                                             NR               3.60         9/07/95      2,800       2,800,000
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.

                                      B-63

<PAGE>


Portfolio of Investments as                   PRUDENTIAL MUNICIPAL SERIES FUND
of August 31, 1995                            CONNECTICUT MONEY MARKET SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest     Maturity     Amount         Value
Description (a)                                                 (Unaudited)      Rate         Date        (000)        (Note 1)
<S>                                                             <C>            <C>         <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------
King George County Virginia Ind. Dev. Auth.,
   Birchwood Pwr. Proj., Ser. 94, F.R.D.D                        NR               3.75%        9/01/95   $    500     $   500,000
   Birchwood Pwr. Proj., Ser. 94B, F.R.D.D                       NR               3.75         9/01/95      1,000       1,000,000
Puerto Rico Comnwlth., Gov't. Dev. Bank., Ser. 85, F.R.W.D.      VMIG1            3.20         9/06/95      2,600       2,600,000
Puerto Rico Comnwlth. Hwy. & Trans. Auth. Rev., Ser. 85,
   F.R.W.D.                                                      VMIG1            3.20         9/06/95      2,300       2,300,000
Puerto Rico Hsg. Fin. Corp., MultiFamily Mtge. Rev.,
   Portfolio A, Ser. 901, M.T.H.O.T.                             Aa               3.70         9/15/95      2,165       2,165,000
Puerto Rico Ind. Med. & Environ. Facs.,
   Ana G. Mendez Ed. Fndtn., Ser. 85, F.R.W.D.                   A-1*             3.60         9/06/95      1,500       1,500,000
   Inter Amer. Proj., Ser. 88, T.E.C.P.                          VMIG1            3.45        10/11/95      1,800       1,800,000
   Reynolds Metal Co. Proj., Ser. 83, A.O.T.                     P1               3.75         9/01/96      3,000       2,997,327
   Schering-Plough Corp., Ser. 83A, A.O.T.                       AAA*             4.35        12/01/95      2,500       2,497,588
Puerto Rico Public Bldgs. Auth. Rev., Ser. SG34, F.R.W.D.        NR               3.60         9/07/95      3,000       3,000,000
Stamford Connecticut Housing Authority Revenue Morgan
   Street Project, Ser. 94, F.R.W.D                              VMIG1            3.55         9/06/95      1,400       1,400,000
                                                                                                                      -----------
Total Investments--101.0%
(amortized cost--$63,470,365(c))                                                                                       63,470,365
Liabilities in excess of other assets--(1.0)%                                                                            (603,580)
                                                                                                                      -----------
Net Assets--100%                                                                                                      $62,866,785
                                                                                                                      -----------
                                                                                                                      -----------
</TABLE>

- ---------------
(a) The following abbreviations are used in portfolio descriptions:
    A.M.T.--Annual Mandatory Tender.
    A.O.T.--Annual Optional Tender.
    B.A.N.--Bond Anticipation Note.
    F.R.D.D.--Floating Rate (Daily) Demand Note (b).
    F.R.M.D.--Floating Rate (Monthly) Demand Note (b).
    F.R.W.D.--Floating Rate (Weekly) Demand Note (b).
    M.T.H.O.T.--Monthly Optional Tender.
    T.E.C.P.--Tax Exempt Commercial Paper.

 (b) For purposes of amortized cost valuation, the maturity date of Floating
     Rate Demand Notes is considered to be the later of the next date on which
     the security can be redeemed at par, or the next date on which the rate
     of interest is adjusted.
 (c) The cost of securities for federal income tax purposes is substantially
     the same as for financial reporting purposes.
   * Standard & Poor's rating.

NR--Not Rated by Moody's or Standard & Poor's.
The Fund's current Statement of Additional Information contains a description of
Moody's and Standard & Poor's ratings.

- --------------------------------------------------------------------------------
                                            See Notes to Financial Statements.

                                      B-64

<PAGE>

                                               PRUDENTIAL MUNICIPAL SERIES FUND
Statement of Assets and Liabilities            CONNECTICUT MONEY MARKET SERIES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                                                <C>
Assets                                                                                                         August 31, 1995
Investments, at amortized cost which approximates market value...............................................      $ 63,470,365
Cash.........................................................................................................            38,027
Receivable for Fund shares sold..............................................................................         1,163,721
Interest receivable..........................................................................................           359,529
Receivable for investments sold..............................................................................            25,000
Deferred expenses............................................................................................            14,976
                                                                                                                   ------------
   Total assets..............................................................................................        65,071,618
                                                                                                                   ------------
Liabilities
Payable for investments purchased............................................................................         1,097,327
Payable for Fund shares reacquired...........................................................................         1,003,145
Accrued expenses.............................................................................................            67,968
Dividends payable............................................................................................            24,177
Management fee payable.......................................................................................             6,889
Distribution fee payable.....................................................................................             3,727
Deferred Trustees' fees......................................................................................             1,600
                                                                                                                   ------------
   Total liabilities.........................................................................................         2,204,833
                                                                                                                   ------------
Net Assets...................................................................................................      $ 62,866,785
                                                                                                                   ------------
                                                                                                                   ------------
Net assets were comprised of:
   Shares of beneficial interest, at $.01 par value..........................................................      $    628,668
   Paid-in capital in excess of par..........................................................................        62,238,117
                                                                                                                   ------------
Net assets, August 31, 1995..................................................................................      $ 62,866,785
                                                                                                                   ------------
                                                                                                                   ------------
Net asset value, offering price and redemption price per share ($62,866,785 / 62,866,785 shares of beneficial
   interest issued and outstanding; unlimited number of shares authorized)...................................             $1.00
                                                                                                                   ------------
                                                                                                                   ------------
</TABLE>


- --------------------------------------------------------------------------------
See Notes to Financial Statements.

                                      B-65


<PAGE>

PRUDENTIAL MUNICIPAL SERIES FUND
CONNECTICUT MONEY MARKET SERIES
Statement of Operations
- ------------------------------------------------------------
<TABLE>
<CAPTION>
                                                   Year Ended
Net Investment Income                            August 31, 1995
<S>                                              <C>
Income
   Interest and discount earned...............     $ 2,111,441
                                                 ---------------
Expenses
   Management fee, net of waiver of
      $214,138................................          71,379
   Distribution fee...........................          71,379
   Custodian's fees and expenses..............          62,000
   Transfer agent's fees and expenses.........          35,000
   Registration fees..........................          28,000
   Reports to shareholders....................          20,900
   Amortization of organization expense.......          15,133
   Audit fee..................................          10,500
   Legal fees.................................          10,000
   Trustees' fees.............................           3,200
   Miscellaneous..............................           4,532
                                                 ---------------
      Total expenses..........................         332,023
Less: custodian fee credit....................         (33,213)
                                                 ---------------
      Net expenses............................         298,810
                                                 ---------------
Net investment income.........................       1,812,631
                                                 ---------------
Realized Gain on Investments
Net realized gain on investment
   transactions...............................             714
                                                 ---------------
Net Increase in Net Assets Resulting from
Operations....................................     $ 1,813,345
                                                 ---------------
                                                 ---------------
</TABLE>

PRUDENTIAL MUNICIPAL SERIES FUND
CONNECTICUT MONEY MARKET SERIES
Statement of Changes in Net Assets
- ------------------------------------------------------------

<TABLE>
<CAPTION>
Increase (Decrease)                    Year Ended August 31,
<S>                                 <C>             <C>
in Net Assets                           1995            1994
Operations
   Net investment income..........  $  1,812,631    $  1,208,289
   Net realized gain (loss) on
      investment transactions.....           714          (4,743)
                                    ------------    ------------
   Net increase in net assets
      resulting from operations...     1,813,345       1,203,546
                                    ------------    ------------
Dividends and distributions to
   shareholders...................    (1,813,345)     (1,203,546)
                                    ------------    ------------
Series share transactions (at $1
   per share)
   Net proceeds from shares
      sold........................   234,075,262     210,712,023
   Net asset value of shares
      issued to shareholders in
      reinvestment of dividends...     1,751,916       1,156,043
   Cost of shares reacquired......  (227,262,566)   (215,359,425)
                                    ------------    ------------
   Net increase (decrease) in net
      assets from Series share
      transactions................     8,564,612      (3,491,359)
                                    ------------    ------------
Total increase (decrease).........     8,564,612      (3,491,359)
Net Assets
Beginning of year.................    54,302,173      57,793,532
                                    ------------    ------------
End of year.......................  $ 62,866,785    $ 54,302,173
                                    ------------    ------------
                                    ------------    ------------
</TABLE>

- --------------------------------------------------------------------------------
                                            See Notes to Financial Statements.

                                      B-66

<PAGE>

                                              PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                 CONNECTICUT MONEY MARKET SERIES
- --------------------------------------------------------------------------------
Prudential Municipal Series Fund (the ``Fund'') is registered under the
Investment Company Act of 1940, as an open-end investment company. The Fund was
organized as a Massachusetts business trust on May 18, 1984 and consists of
seventeen series. The monies of each series are invested in separate,
independently managed portfolios. The Connecticut Money Market Series (the
``Series'') commenced investment operations on August 5, 1991. The Series is
non-diversified and seeks to provide the highest level of income that is exempt
from Connecticut State, local and federal income taxes with the minimum of risk
by investing in ``investment grade'' tax-exempt securities having a maturity of
thirteen months or less and whose ratings are within the two highest ratings
categories by a nationally recognized statistical rating organization, or if not
rated, are of comparable quality. The ability of the issuers of the securities
held by the Series to meet their obligations may be affected by economic
developments in a specific state, industry or region.

- ------------------------------------------------------------
Note 1. Accounting Policies

The following is a summary of significant accounting policies followed by the
Fund, and the Series, in the preparation of its financial statements.

Securities Valuations: Portfolio securities of the Series are valued at
amortized cost, which approximates market value. The amortized cost method of
valuation involves valuing a security at its cost on the date of purchase and
thereafter assuming a constant amortization to maturity of any discount or
premium.

All securities are valued as of 4:30 p.m., New York time.

Securities Transactions and Investment Income: Securities transactions are
recorded on the trade date. Realized gains and losses on sales of investments
are calculated on the identified cost basis. Interest income is recorded on the
accrual basis.

Federal Income Taxes: For federal income tax purposes, each series in the Fund
is treated as a separate taxpaying entity. It is the intent of the Series to
continue to meet the requirements of the Internal Revenue Code applicable to
regulated investment companies and to distribute all of its net income to
shareholders. For this reason and because substantially all of the Series' gross
income consists of tax-exempt interest, no federal income tax provision is
required.

Dividends: The Series declares daily dividends from net investment income.
Payment of dividends is made monthly. Income distributions and capital gain
distributions are determined in accordance with income tax regulations which may
differ from generally accepted accounting principles.

Deferred Organization Expenses: The Series incurred approximately $52,600 in
organization and initial registration expenses. Such amount has been deferred
and is being amortized over a period of 60 months ending July 1996.
Custody Fee Credits: The Series has an arrangement with its custodian bank,
whereby uninvested monies earn credits which reduce the fees charged by the
custodian.

- ------------------------------------------------------------
Note 2. Agreements

The Fund has a management agreement with Prudential Mutual Fund Management, Inc.
(``PMF''). Pursuant to this agreement, PMF has responsibility for all investment
advisory services and supervises the subadviser's performance of such services.
PMF has entered into a subadvisory agreement with The Prudential Investment
Corporation (``PIC''); PIC furnishes investment advisory services in connection
with the management of the Fund. PMF pays for the cost of the subadviser's
services, the compensation of officers of the Fund, occupancy and certain
clerical and bookkeeping costs of the Fund. The Fund bears all other costs and
expenses.

The management fee paid PMF is computed daily and payable monthly, at an annual
rate of .50 of 1% of the average daily net assets of the Series. For the fiscal
year ended August 31, 1995, PMF voluntarily waived 75% of its management fee.
The amount of fees waived for the fiscal year ended August 31, 1995 amounted to
$214,138 ($.003 per share; .375% of average net assets, as annualized).

The Fund has a distribution agreement with Prudential Mutual Fund Distributors,
Inc. (``PMFD''). To reimburse PMFD for its expenses incurred pursuant to a plan
of distribution, the Fund pays PMFD a reimbursement, accrued daily and payable
monthly, at an annual rate of .125 of 1% of the Series' average daily net
assets. PMFD pays various broker-dealers, including Prudential Securities
Incorporated (``PSI'') and Pruco Securities Corporation, affiliated
broker-dealers, for account servicing fees and other expenses incurred by such
broker-dealers.

PMFD is a wholly-owned subsidiary of PMF; PSI, PMF and PIC are (indirect)
wholly-owned subsidiaries of The Prudential Insurance Company of America.

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

                                      B-67

<PAGE>

                                               PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                  CONNECTICUT MONEY MARKET SERIES
- --------------------------------------------------------------------------------

- ------------------------------------------------------------
Note 3. Other Transactions with Affiliates

Prudential Mutual Fund Services, Inc. (``PMFS''), a wholly-owned subsidary of
PMF, serves as the Fund's transfer agent. During the year ended August 31, 1995,
the Series incurred fees of approximately $31,000 for the services of PMFS. As
of August 31, 1995, approximately $2,500 of such fees were due to PMFS. Transfer
agent fees and expenses in the Statement of Operations also include certain
out-of-pocket expenses paid to non-affiliates.

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

                                      B-68

<PAGE>

                                               PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                           CONNECTICUT MONEY MARKET SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                     August 5,
                                                                                                      1991(a)
                                                             Year Ended August 31,                    through
                                                ------------------------------------------------     August 31,
                                                    1995          1994        1993        1992          1991
                                                    ------       -------     -------     -------     ----------
<S>                                             <C>              <C>         <C>         <C>         <C>

PER SHARE OPERATING PERFORMANCE:

Net asset value, beginning of period..........    $   1.00       $  1.00     $  1.00     $  1.00      $   1.00
Net investment income and realized gains(c)...        .032          .020        .022        .034          .003
Dividends and distributions to shareholders...       (.032)        (.020)      (.022)      (.034)        (.003)
                                                    ------       -------     -------     -------     ----------

Net asset value, end of period................    $   1.00       $  1.00     $  1.00     $  1.00      $   1.00
                                                    ------       -------     -------     -------     ----------
                                                    ------       -------     -------     -------     ----------

TOTAL RETURN(d):..............................        3.16%         2.02%       2.20%       3.42%          .30%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)...............    $ 62,867       $54,302     $57,794     $40,480      $ 10,904
Average net assets (000)......................    $ 57,103       $60,594     $53,152     $33,964      $  6,730
Ratios to average net assets(c):
  Expenses, including distribution fee........        .581%         .542%       .387%       .125%         .125%(b)
  Expenses, excluding distribution fee........        .456%         .417%       .262%        .00%          .00%(b)
  Net investment income.......................        3.17%         1.99%       2.17%       3.20%         4.42%(b)
</TABLE>

- ---------------
 (a) Commencement of investment operations.
 (b) Annualized.
 (c) Net of management fee waiver and/or expense subsidy.
 (d) Total return includes reinvestment of dividends and distributions. Total
     returns for periods of less than a full year are not annualized.

- --------------------------------------------------------------------------------
See Notes to Financial Statements.

                                      B-69
<PAGE>

                                               PRUDENTIAL MUNICIPAL SERIES FUND
Independent Auditors' Report                   CONNECTICUT MONEY MARKET SERIES
- --------------------------------------------------------------------------------
The Shareholders and Board of Trustees
Prudential Municipal Series Fund, Connecticut Money Market Series

We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Prudential Municipal Series Fund, Connecticut
Money Market Series, as of August 31, 1995, the related statements of operations
for the year then ended and of changes in net assets for each of the two years
in the period then ended, and the financial highlights for each of the four
years in the period then ended and for the period August 5, 1991 (commencement
of investment operations) through August 31, 1991. These financial statements
and financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights 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 and financial
highlights are free of material misstatment. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of the securities owned as of
August 31, 1995 by correspondence with the custodian and brokers; where replies
were not received from brokers, we performed other auditing procedures. 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 and financial highlights present
fairly, in all material respects, the financial position of Prudential Municipal
Series Fund, Connecticut Money Market Series, as of August 31, 1995, the results
of its operations, the changes in net assets, and its financial highlights for
the respective stated periods in conformity with generally accepted accounting
principles.



DELOITTE & TOUCHE LLP
NEW YORK, NEW YORK
OCTOBER 16, 1995


                                      B-70

<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Portfolio of Investments as of August 31, 1995  FLORIDA SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                 Moody's                               Principal
                                                                  Rating      Interest     Maturity     Amount          Value
Description (a)                                                (Unaudited)      Rate         Date        (000)         (Note 1)
<S>                                                            <C>            <C>         <C>          <C>           <C>
- ------------------------------------------------------------------------------------------------------------------------------
LONG-TERM INVESTMENTS--93.6%
- ------------------------------------------------------------------------------------------------------------------------------
Alachua Cnty. Hlth. Facs. Auth. Rev.,
   Santa Fe Healthcare Facs. Proj.                            Baa               7.60%      11/15/13   $  1,750       $  1,870,697
Alachua Cnty. Ind. Dev. Rev., HB Fuller Co. Proj.             NR                7.75       11/01/16      3,000          3,146,130
Brevard Cnty. Edl. Facs. Auth. Rev.,
   Florida Inst. of Tech.                                     BBB(g)            6.875      11/01/22      1,500          1,517,565
   Wuesthoff Mem. Hosp., Ser. A, M.B.I.A.                     Aaa               6.625       4/01/13      1,000          1,066,920
Brevard Cnty. Sch. Brd. Ctfs. of Part., Ser. A,
   A.M.B.A.C.                                                 Aaa               6.50        7/01/12      3,500          3,716,790
Broward Cnty. Edl. Facs. Auth. Rev.,
   Nova Univ. Dorm. Proj., Ser. A                             BBB(g)            7.50        4/01/17      1,500 (c)      1,732,020
Broward Cnty. Hlth. Facs Auth., North Beach Hosp.,
   M.B.I.A.                                                   Aaa               6.75        8/15/06      1,000          1,103,500
Broward Cnty. Wtr. & Swr. Rev., A.M.B.A.C.                    Aaa               5.125      10/01/15      1,000            920,480
Cape Canaveral Hosp. Dist. Rev., Ctfs. of Part.,
   A.M.B.A.C.                                                 Aaa               6.875       1/01/21      1,000          1,067,610
City of Cocoa Wtr. & Swr. Rev., A.M.B.A.C.                    Aaa               5.00       10/01/23      1,000            874,730
City of Miami Beach Wtr. & Swr. Rev., F.S.A.                  Aaa               5.375       9/01/15      3,000          2,833,260
Clay Cnty. Hsg. Fin. Auth. Rev.,
   Sngl. Fam. Mtge., Ser. A, G.N.M.A.                         Aaa               7.45        9/01/23        375            399,394
Coral Springs Impvt. Dist., Wtr. & Swr. Rev., M.B.I.A.        Aaa               6.00        6/01/10      1,000          1,058,280
Dade Cnty. Aviation Dept. Rev.,                               Aaa               6.60       10/01/22      1,500          1,562,205
   Ser. E, A.M.B.A.C.                                         Aaa               5.50       10/01/10      1,000            993,870
Dade Cnty. Hlth. Facs. Auth. Rev.,
   Baptist Hosp. of Miami Proj., Ser. A, M.B.I.A.             Aaa               6.75        5/01/08        500            534,260
Dade Cnty. Hsg. Fin. Auth. Rev.,
   Sngl. Fam. Mtge., G.N.M.A., Ser. B                         Aaa               7.25        9/01/23        360 (d)        380,189
   Sngl. Fam. Mtge., G.N.M.A., Ser. C                         Aaa               7.75        9/01/22        915            980,495
Dade Cnty. Pub. Facs. Rev., Jackson Mem. Hosp., Ser. A,
   M.B.I.A.                                                   Aaa               4.875       6/01/15      3,000          2,621,640
Dade Cnty. Pub. Impvt. Rev., J & K Seaport, A.M.B.A.C.        Aaa               6.50       10/01/26      5,500          5,739,140
Dade Cnty. Sch. Dist.,
   Gen. Oblig. M.B.I.A.                                       Aaa               5.00        8/01/11      1,235          1,147,710
   Gen. Oblig. M.B.I.A.                                       Aaa               5.00        8/01/13      1,500          1,365,750
Dade Cnty. Wtr. & Swr. Sys. Rev., F.G.I.C.                    Aaa               5.00       10/01/13      1,500          1,365,030
Duval Cnty. Hsg. Fin. Auth. Rev., Sngl. Fam. Mtge.,
   G.N.M.A.                                                   AAA(g)            8.375      12/01/14        630            672,853
Enterprise Cmnty. Dev. Dist., Osceola Co. Spl. Assmnt.,
   M.B.I.A.                                                   Aaa               6.00        5/01/10      2,320          2,427,973
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.

                                      B-71

<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Portfolio of Investments as of August 31, 1995  FLORIDA SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                 Moody's                               Principal
                                                                  Rating      Interest     Maturity     Amount          Value
Description (a)                                                (Unaudited)      Rate         Date        (000)         (Note 1)
<S>                                                            <C>            <C>         <C>          <C>           <C>
- ------------------------------------------------------------------------------------------------------------------------------
Escambia Cnty. Hlth. Facs. Auth. Rev., Baptist Hosp.
   Inc., Ser. A                                               BBB+(g)           8.70%      10/01/14   $  1,830       $  2,053,681
Escambia Cnty. Poll. Ctrl. Rev., Champion Int'l. Corp.
   Proj.                                                      Baa1              6.90        8/01/22      3,500          3,663,695
Florida St. Brd. of Ed., Cap. Outlay                          Aa                5.125       6/01/22      1,000            887,700
Florida St. Dept. of Trans., Ser. A, A.M.B.A.C.               Aaa               7.20        7/01/11      1,000(c)(e)    1,154,750
Florida St. Gen. Oblig., Ref. Dade Cnty. Rd.                  Aa                5.125       7/01/13      1,500          1,391,415
Gainesville Utils. Sys. Rev., Ser. A                          Aa                6.50       10/01/22      2,150          2,251,867
Hillsborough Cnty. Ind. Dev. Auth. Poll. Ctrl. Rev.,
   Tampa Elec. Proj., Ser. 9                                  Aa2               8.00        5/01/22      1,750          2,080,995
Hillsborough Cnty. Solid Wst. & Res. Rec., M.B.I.A.           Aaa               5.70       10/01/08      1,000          1,033,250
Jacksonville Elec. Auth. Rev.,
   Elec. Sys. 3-B                                             Aa1               5.20       10/01/13      1,000            920,670
   St. Johns Rvr. Pwr. Park                                   Aa1              Zero        10/01/10      3,000          1,264,560
Jacksonville Hlth. Facs. Auth. Hosp. Rev.,
   Daughters Of Charity, Ser. A                               Aa               5.00        11/15/15      1,000            877,330
   Nat'l. Ben. Assoc.                                         Baa1             7.00        12/01/22      1,825          1,842,009
   St. Lukes Hosp. Assoc. Proj.                               AA+(g)           7.125       11/15/20      1,000          1,077,790
Jacksonville Wtr. & Swr. Dev. Rev.,
   United Water Florida Proj., A.M.B.A.C.                     Aaa              6.35         8/01/25      1,500          1,533,885
   Suburban Utils.                                            A3               6.75         6/01/22      1,000          1,066,470
Lake Cnty. Res. Rec. Ind. Dev. Rev., Ser. A                   Baa              5.95        10/01/13      1,035            971,751
Lee Cnty. Trans. Facs. Rev., A.M.B.A.C.                       Aaa              6.75        10/01/11      1,000          1,084,680
Leon Cnty. Hsg. Fin. Auth. Rev.,
   Sngl. Fam. Mtge., Ser. A, G.N.M.A.                         Aaa              7.30         4/01/21        445            470,917
Martin Cnty., A.M.B.A.C.                                      Aaa              4.50         2/01/09      1,575          1,400,679
Martin Cnty. Ind. Dev. Auth. Rev., Indiantown Cogen
   Proj.                                                      Baa3             7.875       12/15/25      1,200          1,329,444
Miami Hlth. Facs. Auth. Hosp. Rev., Mercy Hosp.               A                8.125        8/01/11      1,000          1,098,500
Miami Spec. Oblig.,
   Admin. Bldg. Acquis. Proj., F.G.I.C.                       Aaa              6.00         2/01/16      1,500          1,507,515
   Admin. Bldg. Acquis. Proj., F.G.I.C.                       Aaa              6.00         2/01/25        500            502,925
Miramar Wstwtr. Impvt. Assmt., F.G.I.C.                       Aaa              6.75        10/01/16      2,500          2,683,150
Ocala Cap. Impvt. Rev., A.M.B.A.C.                            Aaa              5.00        10/01/18      3,000          2,654,880
Okaloosa Cnty. Cap. Impvt. Rev., M.B.I.A.                     Aaa              Zero        12/01/06        450            252,023
Orange Cnty. Hlth. Facs. Auth., Adventist Hlth. Sys.,
   A.M.B.A.C.                                                 Aaa               5.25       11/15/20      3,000          2,716,380
Orange Cnty. Hsg. Fin. Auth. Mtge. Rev.,
   Ser. A, G.N.M.A.                                           AAA(g)            7.375       9/01/24        420            448,505
</TABLE>

- --------------------------------------------------------------------------------
                                             See Notes to Financial Statements.

                                      B-72

<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Portfolio of Investments as of August 31, 1995  FLORIDA SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                 Moody's                               Principal
                                                                  Rating      Interest     Maturity     Amount          Value
Description (a)                                                (Unaudited)      Rate         Date        (000)         (Note 1)
<S>                                                            <C>            <C>         <C>          <C>           <C>
- ------------------------------------------------------------------------------------------------------------------------------
Orange Cnty. Hsg. Fin. Auth. Mtge. Rev.,
   MultiFam. Ashley Point Apts.                               BBB+(g)           6.85%      10/01/16   $  1,200       $  1,228,896
   MultiFam. Ashley Point Apts.                               BBB+(g)           7.10       10/01/24        855            878,812
Orange Cnty. Sales Tax Rev., Ser. B                           A1                5.375       1/01/24      2,000          1,833,020
Orlando & Orange Cnty. Expwy. Auth. Rev.,
   Sr. Lein, A.M.B.A.C.                                       Aaa               5.25        7/01/14      1,000            933,040
   Jr. Lein                                                   A-(g)             5.95        7/01/23      1,750          1,687,665
Orlando Utils. Comn.,
   Wtr. & Elec. Rev.                                          Aa1               5.125      10/01/19      1,500          1,339,080
   Wtr. & Elec. Rev.                                          Aa                5.25       10/01/23      1,690          1,525,124
   Wtr. & Elec. Rev., Ser. D                                  Aa                6.75       10/01/17      4,200 (d)      4,738,314
Palm Beach Cnty. Arpt. Sys. Rev., M.B.I.A.                    Aaa               7.75       10/01/10      1,000          1,162,050
Palm Beach Cnty. Hlth. Facs. Auth. Rev.,
   Good Samaritan Hlth. Sys.                                  A+(g)             6.30       10/01/22      1,000          1,008,820
Pasco Cnty. Sch. Brd. Ctfs. of Part., Ser. A, F.S.A.          Aaa               6.40        8/01/06      1,000          1,067,120
Pensacola Hlth. Facs. Auth.,
   Daughters of Charity, M.B.I.A.                             Aaa               5.25        1/01/11      1,600          1,520,624
Polk Cnty. Hsg. Fin. Auth.,
   Sngle. Fam. Mtge., Ser. A, G.N.M.A                         Aaa               7.875       9/01/22      1,330          1,425,427
Polk Cnty. Sch. Brd., Ctfs. of Part., F.S.A.                  Aaa               4.875       1/01/18      1,000            864,680
Puerto Rico Gen. Oblig.,
   M.B.I.A.                                                   Aaa               5.00        7/01/21      1,750          1,550,762
   F.S.A.                                                     Aaa               7.723       7/01/20      3,000 (d)(f)   2,936,250
Puerto Rico Elec. Pwr. Auth. Rev., Ser. R                     Baa1              6.25        7/01/17      2,500          2,533,525
Puerto Rico Ind. Tour. Edl. Hosp. Auxil.,
   Mut. Oblig. Grp. Proj., M.B.I.A.                           Aaa               6.25        7/01/24      2,635          2,692,654
Puerto Rico Pub. Bldgs. Auth., A.M.B.A.C.                     Aaa               5.50        7/01/21      1,905          1,814,112
Puerto Rico Tel. Auth. Rev., Ser. I, M.B.I.A.                 Aaa               6.763       1/16/15      2,250 (f)      2,041,875
St Lucie Cnty. Sales Tax Rev., F.G.I.C.                       Aaa               5.00       10/01/19      2,500          2,206,650
St. Petersburg Hlth. Facs. Auth. Rev.,
   Allegheny Hlth. Prog., M.B.I.A.                            Aaa               7.00       12/01/15      1,000          1,095,330
Tampa Allegheny Hlth. Sys. Rev., St. Mary's Hosp.,
   M.B.I.A.                                                   Aaa               5.125      12/01/23      1,000            881,510
Tampa Gtd. Entitlement Rev., A.M.B.A.C.                       Aaa               7.05       10/01/07      2,000          2,263,680
Venice Hlth. Facs. Rev., Venice Hosp. Proj.                   A                 5.75       12/01/24      1,250          1,163,213
Virgin Islands Pub. Fin. Auth. Rev.,
   Ref. Matching Loan Notes, Ser. A                           NR                7.25       10/01/18        900            949,464
Virgin Islands Territory., Hugo Ins. Claims Fund Proj.,
   Ser. 91                                                    NR                7.75       10/01/06      1,335          1,454,723
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.

                                      B-73

<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Portfolio of Investments as of August 31, 1995  FLORIDA SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                 Moody's                               Principal
                                                                  Rating      Interest     Maturity     Amount          Value
Description (a)                                                (Unaudited)      Rate         Date        (000)         (Note 1)
<S>                                                            <C>            <C>         <C>          <C>           <C>
- ------------------------------------------------------------------------------------------------------------------------------
Volusia Cnty. Edl. Facs. Auth. Rev.,                          AAA(g)           6.625%      10/15/22    $ 1,000       $  1,049,770
Volusia Cnty. Hlth. Facs. Auth. Rev., Mem. Hlth. Sys.
   Proj.                                                      BBB+(g)          8.25         6/01/20      2,000(c)(d)    2,331,900
                                                                                                                     ------------
Total long-term investments (cost $124,734,361)                                                                       129,497,997
                                                                                                                     ------------
SHORT-TERM INVESTMENTS--4.6%
Dade Cnty. Hlth. Facs. Auth. Rev., Miami Children's
   Hosp. Proj., F.R.D.D.                                      VMIG1            3.60%        9/01/95      1,100          1,100,000
Jacksonville Hlth. Facs. Auth. Rev., Baptist Med. Ctr.,
   M.B.I.A., F.R.D.D.                                         VMIG1             3.55        9/01/95      1,500          1,500,000
Pinellas Cnty. Hlth. Facs. Auth. Rev., Pooled Hosp. Loan
   Proj., F.R.D.D.                                            VMIG1             3.55        9/01/95      1,100          1,100,000
St Lucie Cnty. Pwr. & Lt. Rev., T.E.C.P.                      VMIG1             3.60       10/30/95      2,700          2,700,000
                                                                                                                     ------------
Total short-term investments (cost $6,400,000)                                                                          6,400,000
                                                                                                                     ------------
Total Investments--98.2%
(cost $131,134,361; Note 5)                                                                                           135,897,997
Other assets in excess of liabilities--1.8%                                                                             2,418,946
                                                                                                                     ------------
Net Assets--100%                                                                                                     $138,316,943
                                                                                                                     ------------
                                                                                                                     ------------
</TABLE>

- ---------------
<TABLE>
<C>  <S>
 (a) The following abbreviations are used in portfolio descriptions:
     A.M.B.A.C.--American Municipal Bond Assurance Corporation.
       F.G.I.C.--Financial Guaranty Insurance Company.
       F.R.D.D.--Floating Rate (Daily) Demand Note.(b)
       F.S.A.--Financial Security Assurance.
       G.N.M.A.--Government National Mortgage Association.
       M.B.I.A.--Municipal Bond Insurance Association.
       T.E.C.P.--Tax Exempt Commercial Paper.
 (b) For purposes of amortized cost valuation, the maturity date of Floating Rate Demand Notes is considered to be the later of
     the next date on which the security can be redeemed at par or the next date on which the rate of interest is adjusted.
 (c) Prerefunded issues are secured by escrowed cash and/or direct U.S. guaranteed obligations.
 (d) Indicates a when-issued security.
 (e) Pledged as initial margin on financial futures contracts.
 (f) Inverse floating rate bond. The coupon is inversely indexed to a floating interest rate. The rate shown is the rate at
     period end.
 (g) Standard & Poor's rating.
N.R.--Not Rated by Moody's or Standard & Poor's.
</TABLE>
The Fund's current Statement of Additional Information contains a description of
Moody's and Standard & Poor's ratings.

- --------------------------------------------------------------------------------
                                             See Notes to Financial Statements.

                                      B-74

<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Statement of Assets and Liabilities             FLORIDA SERIES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                                                <C>
Assets                                                                                                         August 31, 1995
Investments, at value (cost $131,134,361)....................................................................      $135,897,997
Cash.........................................................................................................           102,822
Interest receivable..........................................................................................         2,329,970
Receivable for investments sold..............................................................................         1,044,814
Due from Manager.............................................................................................           201,510
Receivable for Fund shares sold..............................................................................            72,952
Due from Distributors........................................................................................            13,827
Prepaid expenses.............................................................................................             2,745
                                                                                                                   ------------
   Total assets..............................................................................................       139,666,637
                                                                                                                   ------------
Liabilities
Payable for Fund shares reacquired...........................................................................         1,101,410
Accrued expenses and other liabilities.......................................................................           173,277
Dividends payable............................................................................................            44,501
Due to broker - variation margin payable.....................................................................            28,906
Deferred trustees' fees......................................................................................             1,600
                                                                                                                   ------------
   Total liabilities.........................................................................................         1,349,694
                                                                                                                   ------------
Net Assets...................................................................................................      $138,316,943
                                                                                                                   ------------
                                                                                                                   ------------
Net assets were comprised of:
   Shares of beneficial interest, at par.....................................................................      $    137,510
   Paid-in capital in excess of par..........................................................................       138,281,465
                                                                                                                   ------------
                                                                                                                    138,418,975
   Accumulated net realized loss on investments..............................................................        (4,818,793)
   Net unrealized appreciation on investments................................................................         4,716,761
                                                                                                                   ------------
Net assets, August 31, 1995..................................................................................      $138,316,943
                                                                                                                   ------------
                                                                                                                   ------------
Class A:
   Net asset value and redemption price per share
      ($120,962,492 / 12,025,745 shares of beneficial interest issued and outstanding).......................            $10.06
   Maximum sales charge (3.0% of offering price).............................................................               .31
                                                                                                                   ------------
   Maximum offering price to public..........................................................................            $10.37
                                                                                                                   ------------
                                                                                                                   ------------
Class B:
   Net asset value, offering price and redemption price per share
      ($8,326,253 / 827,698 shares of beneficial interest issued and outstanding)............................            $10.06
                                                                                                                   ------------
                                                                                                                   ------------
Class C:
   Net asset value, offer price and redemption price per share
      ($9,028,198 / 897,559 shares of beneficial interest issued and outstanding)............................            $10.06
                                                                                                                   ------------
                                                                                                                   ------------
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.

                                      B-75

<PAGE>

PRUDENTIAL MUNICIPAL SERIES FUND
FLORIDA SERIES
Statement of Operations
- ------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>
                                                 Year Ended
Net Investment Income                          August 31, 1995
                                               ---------------
<S>                                            <C>
Income
   Interest.................................     $ 8,710,600
                                               ---------------
Expenses
   Management fee, net waiver of $464,337...         231,778
   Distribution fee--Class A, net waiver of
      $41,745...............................          82,514
   Distribution fee--Class B................          23,495
   Distribution fee--Class C................          76,991
   Custodian's fees and expenses............         135,000
   Transfer agent's fees and expenses.......          65,000
   Reports to shareholders..................          60,000
   Registration fees........................          42,000
   Audit fee................................          11,000
   Legal fees...............................          16,000
   Trustees' fees...........................           3,200
   Miscellaneous............................          17,037
                                               ---------------
      Total expenses........................         764,015
   Less: expense subsidy (Note 4)...........        (349,237)
   Less: custodian fee credit...............         (17,642)
                                               ---------------
      Net expenses..........................         397,136
                                               ---------------
Net investment income.......................       8,313,464
                                               ---------------
Realized and Unrealized
Gain (Loss) on Investments
Net realized loss on:
   Investment transactions..................      (3,626,120)
   Financial futures contracts..............        (529,354)
                                               ---------------
                                                  (4,155,474)
                                               ---------------
   Net change in unrealized appreciation
      (depreciation) on:
   Investments..............................       6,157,898
   Financial futures contracts..............        (132,656)
                                               ---------------
                                                   6,025,242
                                               ---------------
Net gain on investments.....................       1,869,768
                                               ---------------
Net Increase in Net Assets
Resulting from Operations...................     $10,183,232
                                               ---------------
                                               ---------------
</TABLE>
PRUDENTIAL MUNICIPAL SERIES FUND
FLORIDA SERIES
Statement of Changes in Net Assets
- ------------------------------------------------------------
- ------------------------------------------------------------

<TABLE>
<CAPTION>
Increase (Decrease)                    Year Ended August 31,
in Net Assets                           1995            1994
                                    ------------    ------------
<S>                                 <C>             <C>
Operations
   Net investment income..........  $  8,313,464    $  8,768,570
   Net realized loss on investment
      transactions................    (4,155,474)         (8,676)
   Net change in unrealized
      appreciation (depreciation)
      of investments..............     6,025,242     (11,870,836)
                                    ------------    ------------
   Net increase (decrease) in net
      assets resulting from
      operations..................    10,183,232      (3,110,942)
                                    ------------    ------------
Dividends and distributions (Note
   1)
   Dividends to shareholders from
      net investment income
      Class A.....................    (7,502,100)     (8,305,093)
      Class B.....................      (262,158)           (582)
      Class C.....................      (549,206)       (462,895)
                                    ------------    ------------
                                      (8,313,464)     (8,768,570)
                                    ------------    ------------
   Distributions to shareholders
      from net realized gains
      Class A.....................            --      (2,821,851)
      Class B.....................            --              --
      Class C.....................            --        (142,331)
                                    ------------    ------------
                                              --      (2,964,182)
                                    ------------    ------------
Series share transactions (Note 6)
   Net proceeds from shares
      sold........................    26,011,068      35,379,732
   Net asset value of shares
      issued in reinvestment of
      dividends and
      distributions...............     3,653,143       5,323,495
   Cost of shares reacquired......   (39,832,414)    (31,275,509)
                                    ------------    ------------
   Net increase (decrease) in net
      assets from Series share
      transactions................   (10,168,203)      9,427,718
                                    ------------    ------------
Total decrease....................    (8,298,435)     (5,415,976)
Net Assets
Beginning of year.................   146,615,378     152,031,354
                                    ------------    ------------
End of year.......................  $138,316,943    $146,615,378
                                    ------------    ------------
                                    ------------    ------------
</TABLE>

- --------------------------------------------------------------------------------
                                             See Notes to Financial Statements.

                                      B-76

<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                   FLORIDA SERIES
- --------------------------------------------------------------------------------
Prudential Municipal Series Fund, (the ``Fund'') is registered under the
Investment Company Act of 1940, as an open-end investment company. The Fund was
organized as a Massachusetts business trust on May 18, 1984 and consists of
seventeen series. The monies of each series are invested in separate,
independently managed portfolios. The Florida Series (the ``Series'') commenced
investment operations on December 28, 1990. The Series is non-diversified and
seeks to achieve its investment objective of providing the maximum amount of
income that is exempt from federal income taxes with the minimum of risk, and
investing in securities which will enable its shares to be exempt from the
Florida intangibles tax by investing in ``investment grade'' tax-exempt
securities whose ratings are within the four highest ratings categories by a
nationally recognized statistical rating organization or, if not rated, are of
comparable quality. The ability of the issuers of the securities held by the
Series to meet their obligations may be affected by economic developments in a
specific state, industry or region.
- ------------------------------------------------------------
Note 1. Accounting Policies
The following is a summary of significant accounting policies followed by the
Fund, and the Series, in the preparation of its financial statements.
Securities Valuations: The Fund values municipal securities (including
commitments to purchase such securities on a ``when-issued'' basis) on the basis
of prices provided by a pricing service which uses information with respect to
transactions in bonds, quotations from bond dealers, market transactions in
comparable securities and various relationships between securities in
determining values. If market quotations are not readily available from such
pricing service, a security is valued at its fair value as determined under
procedures established by the Trustees.
Short-term securities which mature in more than 60 days are valued at current
market quotations. Short-term securities which mature in 60 days or less are
valued at amortized cost.
All securities are valued as of 4:15 P.M., New York time.
Financial Futures Contracts: A financial futures contract is an agreement to
purchase (long) or sell (short) an agreed amount of securities at a set price
for delivery on a future date. Upon entering into a financial futures contract,
the Series is required to pledge to the broker an amount of cash and/or other
assets equal to a certain percentage of the contract amount. This amount is
known as the ``initial margin''. Subsequent payments, known as ``variation
margin'', are made or received by the Series each day, depending on the daily
fluctuations in the value of the underlying security. Such variation margin is
recorded for financial statement purposes on a daily basis as unrealized gain or
loss. When the contract expires or is closed, the gain or loss is realized and
is presented in the statement of operations as net realized gain (loss) on
financial futures contracts.
The Series invests in financial futures contracts in order to hedge its existing
portfolio securities, or securities the Series intends to purchase, against
fluctuations in value caused by changes in prevailing interest rates. Should
interest rates move unexpectedly, the Series may not achieve the anticipated
benefits of the financial futures contracts and may realize a loss. The use of
futures transactions involves the risk of imperfect correlation in movements in
the price of futures contracts, interest rates and the underlying hedged assets.
Options: The Series may either purchase or write options in order to hedge
against adverse market movements or fluctuations in value caused by changes in
prevailing interest rates or foreign currency exchange rates with respect to
securities or currencies which the Series currently owns or intends to purchase.
When the Series purchases an option, it pays a premium and an amount equal to
that premium is recorded as an investment. When the Series writes an option, it
receives a premium and an amount equal to that premium is recorded as a
liability. The investment or liability is adjusted daily to reflect the current
market value of the option. If an option expires unexercised, the Series
realizes a gain or loss to the extent of the premium received or paid. If an
option is exercised, the premium received or paid is an adjustment to the
proceeds from the sale or the cost basis of the purchase in determining whether
the Series has realized a gain or loss. The difference between the premium and
the amount received or paid on effecting a closing purchase or sale transaction
is also treated as a realized gain or loss. Gain or loss on purchased options is
included in net realized gain (loss) on investment transactions. Gain or loss on
written options is presented separately as net realized gain (loss) on written
option transactions.
The Series, as writer of an option, has no control over whether the underlying
securities or currencies may be sold (called) or purchased (put). As a result,
the Series bears the market risk of an unfavorable change in the price of the
security or currency underlying the written option. The Series, as purchaser of
an option, bears the risk of the potential inability of the counterparties to
meet the terms of their contracts.

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


                                      B-77

<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                   FLORIDA SERIES
- --------------------------------------------------------------------------------
Securities Transactions and Investment Income: Securities transactions are
recorded on the trade date. Realized gains and losses on sales of securities are
calculated on the identified cost basis. Interest income is recorded on the
accrual basis. The Series amortizes premiums and original issue discount paid on
purchases of portfolio securities as adjustments to interest income.
Net investment income (other than distribution fees) and unrealized and realized
gains or losses are allocated daily to each class of shares based upon the
relative proportion of net assets of each class at the beginning of the day.
Federal Income Taxes: For federal income tax purposes, each series in the Fund
is treated as a separate taxpaying entity. It is the intent of the Series to
meet the requirements of the Internal Revenue Code applicable to regulated
investment companies and to distribute all of its net income to shareholders.
For this reason and because substantially all of the Series' gross income
consists of tax-exempt interest, no federal income tax provision is required.
Dividends and Distributions: The Series declares daily dividends from net
investment income. Payment of dividends is made monthly. Distributions of net
capital gains, if any, are made annually.
Income distributions and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted accounting
principles.
Deferred Organization Expenses: The Series incurred approximately $32,000 in
organization and initial registration expenses. Such amount has been deferred
and is being amortized over a period of 60 months ending December 1995.
- ------------------------------------------------------------
Note 2. Agreements
The Fund has a management agreement with Prudential Mutual Fund Management, Inc.
(``PMF''). Pursuant to this agreement, PMF has responsibility for all investment
advisory services and supervises the subadviser's performance of such services.
PMF has entered into a subadvisory agreement with The Prudential Investment
Corporation (``PIC''); PIC furnishes investment advisory services in connection
with the management of the Fund. PMF pays for the cost of the subadviser's
services, the compensation of officers of the Fund, occupancy and certain
clerical and bookkeeping costs of the Fund. The Fund bears all other costs and
expenses.
The management fee paid PMF is computed daily and payable monthly, at an annual
rate of .50 of 1% of the average daily net assets of the Series. For the four
months ended December 31, 1994, PMF waived 60% of its management fee. For the
eight months ended August 31, 1995, PMF waived 70% of its management fee. The
amount of fees waived during the year ended August 31, 1995 amounted to $464,337
($.03 per share for Class A, B and C shares; .33% of average net assets). The
Series is not required to reimburse PMF for such waiver.
The Fund has distribution agreements with Prudential Mutual Fund Distributors,
Inc. (``PMFD''), which acts as the distributor of the Class A shares of the
Fund, and with Prudential Securities Incorporated (``PSI''), which acts as
distributor of the Class B and Class C shares of the Fund (collectively the
``Distributors''). The Fund compensates the Distributors for distributing and
servicing the Fund's Class A, Class B and Class C shares, pursuant to plans of
distribution, (the ``Class A, B and C Plans'') regardless of expenses actually
incurred by them. The distribution fees are accrued daily and payable monthly.
Pursuant to the Class A, B and C Plans, the Fund compensates the Distributors
for distribution-related activities at an annual rate of up to .30 of 1%, .50 of
1% and .75 of 1%, of the average daily net assets of the Class A, B and C
shares, respectively. With respect to the Class A Plan, PMFD voluntarily agreed
to waive its distribution fee, currently limited to .10 of 1% of average net
assets, for the period September 1, 1994 through December 31, 1994. Effective
January 1, 1995, PMFD eliminated its waiver. The amount of distribution fees
waived by PMFD was $41,745 ($.003 per share for Class A shares; .03% of Class A
average net assets) for the fiscal year ended August 31, 1995. Such expenses
under the Class A, B and C Plans were .07 of 1%, .50 of 1% and .75 of 1% of the
average daily net assets, respectively, for the fiscal year ended August 31,
1995.
PMFD has advised the Series that it has received approximately $170,300 in
front-end sales charges resulting from sales of Class A shares during the fiscal
year ended August 31, 1995. From these fees, PMFD paid such sales charges to PSI
and Pruco Securities Corporation, affiliated broker-dealers, which in turn paid
commissions to salespersons and incurred other distribution costs.
PSI has advised the Series that for the fiscal year ended August 31, 1995, it
received approximately $7,500 and $1,000 in contingent deferred sales charges
imposed upon certain redemptions by Class B and C shareholders, respectively.

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

                                      B-78

<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                   FLORIDA SERIES
- --------------------------------------------------------------------------------
PMFD is a wholly-owned subsidiary of PMF; PSI, PMF and PIC are indirect,
wholly-owned subsidiaries of The Prudential Insurance Company of America.
- ------------------------------------------------------------
Note 3. Other Transactions with Affiliates
Prudential Mutual Fund Services, Inc. (``PMFS''), a wholly owned subsidiary of
PMF, serves as the Fund's transfer agent. During the year ended August 31, 1995,
the Series incurred fees of approximately $41,700 for the services of PMFS. As
of August 31, 1995, approximately $3,200 of such fees were due to PMFS. Transfer
agent fees and expenses in the Statement of Operations include certain
out-of-pocket expenses paid to non-affiliates.
- ------------------------------------------------------------
Note 4. Expense Subsidy
PMF voluntarily subsidized all operating expenses (except management and
distribution fees) of the Class A, Class B and Class C shares of the Series
until further notice. For the year ended August 31, 1995, PMF subsidized
$349,237 ($.03 per share for Class A, B and C shares; .25% of average net
assets) of the Series' expenses. The Series is not required to reimburse PMF for
such subsidy.
- ------------------------------------------------------------
Note 5. Portfolio Securities
Purchases and sales of portfolio securities, excluding short-term investments,
for the year ended August 31, 1995 were $86,432,314 and $102,993,871,
respectively.
The cost basis of investments for federal income tax purposes as of August 31,
1995 was $131,135,611 and, accordingly, net unrealized appreciation was
$4,762,386 (gross unrealized appreciation--$6,087,823; gross unrealized
depreciation--$1,325,437).
The Series has a capital loss carryforward of $2,726,000, which expires in 2003.
The Series will elect to treat net realized capital losses of approximately
$2,138,200 incurred in the ten month period ended August 31, 1995 as having been
incurred in the following fiscal year.
At August 31, 1995 the Series sold 55 financial futures contracts on the
Municipal Bond Index expiring in September 1995. The value at disposition of
such contracts was $6,202,344. The value of such contracts on August 31, 1995
was $6,249,219, thereby resulting in an unrealized loss of $46,875.
- ------------------------------------------------------------
Note 6. Capital
The Series currently offers Class A, Class B and Class C shares. Class A shares
are sold with a front-end sales charge of up to 3.0%. Class B shares are sold
with a contingent deferred sales charge which declines from 5% to zero depending
on the period of time the shares are held. Class C shares, which prior to August
1, 1994 were known as D shares, are sold with a contingent deferred sales charge
of 1% during the first year. Class B shares will automatically convert to Class
A shares on a quarterly basis approximately seven years after purchase.
The Fund has authorized an unlimited number of shares of beneficial interest at
$.01 par value per share. Transactions in shares of beneficial interest for the
years ended August 31, 1995 and 1994 were as follows:
<TABLE>
<CAPTION>
Class A                                 Shares         Amount
- ------------------------------------  ----------    ------------
<S>                                   <C>           <C>
Year ended August 31, 1995:
Shares sold.........................   1,647,106    $ 15,829,864
Shares issued in reinvestment of
  dividends.........................     327,990       3,198,613
Shares reacquired...................  (3,554,066)    (34,407,990)
                                      ----------    ------------
Net decrease in shares
  outstanding.......................  (1,578,970)   $(15,379,513)
                                      ----------    ------------
                                      ----------    ------------
Year ended August 31, 1994:
Shares sold.........................   2,274,149    $ 24,062,897
Shares issued in reinvestment of
  dividends and distributions.......     475,125       4,935,129
Shares reacquired...................  (2,838,050)    (29,205,030)
                                      ----------    ------------
Net decrease in shares
  outstanding.......................     (88,776)   $   (207,004)
                                      ----------    ------------
                                      ----------    ------------
<CAPTION>
Class B
- ------------------------------------
<S>                                   <C>           <C>
Year ended August 31, 1995:
Shares sold.........................     945,274    $  9,166,110
Shares issued in reinvestment of
  dividends.........................      11,460         113,360
Shares reacquired...................    (187,734)     (1,825,550)
                                      ----------    ------------
Net increase in shares
  outstanding.......................     769,000    $  7,453,920
                                      ----------    ------------
                                      ----------    ------------
August 1, 1994* through
  August 31, 1994:
Shares sold.........................      58,689    $    579,300
Shares issued in reinvestment of
  dividends.........................          24             235
Shares reacquired...................         (15)           (150)
                                      ----------    ------------
Net increase in shares
  outstanding.......................      58,698    $    579,385
                                      ----------    ------------
                                      ----------    ------------
</TABLE>

- ------------------
* Commencement of offering of Class B shares.
- --------------------------------------------------------------------------------

                                      B-79

<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                   FLORIDA SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Class C                                  Shares          Amount
- ------------------------------------  ----------    ------------
<S>                                   <C>           <C>
Year ended August 31, 1995:
Shares sold.........................     104,420    $  1,015,094
Shares issued in reinvestment of
  dividends.........................      34,986         341,170
Shares reacquired...................    (370,059)     (3,598,874)
                                      ----------    ------------
Net decrease in shares
  outstanding.......................    (230,653)   $ (2,242,610)
                                      ----------    ------------
                                      ----------    ------------
Year ended August 31, 1994:
Shares sold.........................   1,004,802    $ 10,737,535
Shares issued in reinvestment of
  dividends and distributions.......      37,628         388,131
Shares reacquired...................    (202,212)     (2,070,329)
                                      ----------    ------------
Net increase in shares
  outstanding.......................     840,218    $  9,055,337
                                      ----------    ------------
                                      ----------    ------------
</TABLE>

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

                                      B-80

<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                            FLORIDA SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                         Class A                                    Class B
                                            -----------------------------------------------------------------     -----------
                                                                                                December 28,
                                                                                                   1990(a)
                                                        Years Ended August 31,                     through        Year Ended
                                            -----------------------------------------------      August 31,       August 31,
                                              1995         1994         1993         1992           1991             1995
                                            --------     --------     --------     --------     -----------       -----------
<S>                                         <C>          <C>          <C>          <C>          <C>               <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period....    $   9.91     $  10.87     $  10.27     $   9.76        $  9.55          $  9.91
                                            --------     --------     --------     --------      ---------        -----------
Income from investment operations
Net investment income(c)................         .59          .59          .57          .65            .44              .55
Net realized and unrealized gain (loss)
   on investment transactions...........         .15         (.76)         .73          .51            .21              .15
                                            --------     --------     --------     --------      ---------        -----------
   Total from investment operations.....         .74         (.17)        1.30         1.16            .65              .70
                                            --------     --------     --------     --------      ---------        -----------
Less distributions
Dividends from net investment income....        (.59)        (.59)        (.57)        (.65)          (.44)            (.55)
Distributions from net realized gains...          --         (.20)        (.13)          --             --               --
                                            --------     --------     --------     --------      ---------        -----------
   Total distributions..................        (.59)        (.79)        (.70)        (.65)          (.44)            (.55)
                                            --------     --------     --------     --------      ---------        -----------
Net asset value, end of period..........    $  10.06     $   9.91     $  10.87     $  10.27        $  9.76          $ 10.06
                                            --------     --------     --------     --------      ---------        -----------
                                            --------     --------     --------     --------      ---------        -----------
TOTAL RETURN(f):........................        7.85%       (1.69)%      13.78%       12.26%          6.90%            7.39%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000).........    $120,963     $134,849     $148,900     $104,335        $63,929           $8,326
Average net assets (000)................    $124,259     $146,489     $123,820     $ 82,893        $41,528           $4,699
Ratios to average net assets(c):
   Expenses, including distribution
      fees..............................         .24%         .20%         .20%         .09%             0              .67%
   Expenses, excluding distribution
      fees..............................         .17%         .20%         .20%         .09%             0              .17%
   Net investment income................        6.04%        5.67%        5.94%        6.41%          6.68%(b)         5.56%
Portfolio turnover rate.................          65%          75%          68%          56%            39%              65%
<CAPTION>
                                        Class B                    Class C
                                        ------------  -----------------------------------
<S>                                         <C>           <C>         <C>         <C>
                                           August 1,                               July 26,
                                            1994(e)       Years Ended August        1993(d)
                                            through               31,               through
                                          August 31,      -------------------     August 31,
                                             1994          1995        1994          1993
                                          ----------      -------     -------     -----------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period....    $  9.95       $  9.91     $ 10.87       $ 10.58
                                           --------       -------     -------     -----------
Income from investment operations
Net investment income(c)................        .04           .53         .48           .03
Net realized and unrealized gain (loss)
   on investment transactions...........       (.04)          .15        (.76)          .29
                                           --------       -------     -------     -----------
   Total from investment operations.....         --           .68        (.28)          .32
                                           --------       -------     -------     -----------
Less distributions
Dividends from net investment income....       (.04)         (.53)       (.48)         (.03)
Distributions from net realized gains...         --            --        (.20)           --
                                           --------       -------     -------     -----------
   Total distributions..................       (.04)         (.53)       (.68)         (.03)
                                           --------       -------     -------     -----------
Net asset value, end of period..........    $  9.91       $ 10.06     $  9.91       $ 10.87
                                           --------       -------     -------     -----------
                                           --------       -------     -------     -----------
TOTAL RETURN(f):........................     (0.05)%         7.12%      (2.40)%        3.14%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000).........       $582        $9,028     $11,185        $3,132
Average net assets (000)................       $118       $10,265     $ 9,280        $1,038
Ratios to average net assets(c):
   Expenses, including distribution
      fees..............................        .70%(b)       .92%        .95%          .95%(b)
   Expenses, excluding distribution
      fees..............................        .20%(b)       .17%        .20%          .20%(b)
   Net investment income................       6.21%(b)      5.35%       4.99%         5.19%(b)
Portfolio turnover rate.................         75%           65%         75%           68%
</TABLE>

<TABLE>
<C>  <S>
- ---------------
 (a) Commencement of investment operations.
 (b) Annualized.
 (c) Net of expense subsidy and fee waiver.
 (d) Commencement of offering of Class C shares. Prior to August 1, 1994, Class C shares were called Class D shares.
 (e) Commencement of offering of Class B shares.
 (f) Total return does not consider the effects of sales loads. Total return is calculated assuming a purchase of shares on the
     first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions.
     Total returns for periods of less than a full year are not annualized.
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.

                                      B-81

<PAGE>


                                                PRUDENTIAL MUNICIPAL SERIES FUND
Independent Auditors' Report                    FLORIDA SERIES
- --------------------------------------------------------------------------------
The Shareholders and Board of Trustees
Prudential Municipal Series Fund, Florida Series
We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Prudential Municipal Series Fund, Florida
Series, as of August 31, 1995, the related statements of operations for the year
then ended and of changes in net assets for each of the two years in the period
then ended, and the financial highlights for each of the four years in the
period then ended and for the period December 28, 1990 (commencement of
investment operations) through August 31, 1991. These financial statements and
financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights 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 and financial
highlights 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 the securities owned as of
August 31, 1995 by correspondence with the custodian. 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 and financial highlights present
fairly, in all material respects, the financial position of Prudential Municipal
Series Fund, Florida Series, as of August 31, 1995, the results of its
operations, the changes in its net assets, and its financial highlights for the
respective stated periods in conformity with generally accepted accounting
principles.


DELOITTE & TOUCHE LLP
NEW YORK, NEW YORK
OCTOBER 16, 1995


                                      B-82


<PAGE>


Portfolio of Investments as of                 PRUDENTIAL MUNICIPAL SERIES FUND
August 31, 1995                                HAWAII INCOME SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                   Moody's                               Principal
                                                                   Rating       Interest     Maturity     Amount         Value
Description (a)                                                  (Unaudited)      Rate         Date        (000)       (Note 1)
<S>                                                              <C>            <C>         <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------
LONG-TERM INVESTMENTS--98.3%
- ------------------------------------------------------------------------------------------------------------------------------
Guam Gov't., Ser. A                                              BBB(e)            5.90%       9/01/05   $    500        $496,650
Guam Pwr. Auth. Rev.,
   Ser. A                                                        BBB(e)            6.625      10/01/14        250         256,192
   Ser. A                                                        BBB(e)            6.75       10/01/24        525         536,046
Hawaii St. Arpt. Sys. Rev.                                       A                 7.00        7/01/18        365         382,630
Hawaii St. Arpt. Sys. Rev., 2nd Ser. 90, F.G.I.C.                Aaa               7.50        7/01/20        500         551,370
Hawaii St. Dept. Budget & Fin.,
   Kapiolani Hlth. Care Sys.                                     A                 6.30        7/01/08        500         511,340
   Mtg. Rev., Hawaiian Elec. Co., Ser. C, M.B.I.A.               Aaa               7.375      12/01/20        500         554,055
   Queens Med. Ctr. Proj., F.G.I.C.                              Aaa               5.90        7/01/07        230         238,627
Hawaii St. Harbor Cap. Impvt. Rev.,
   F.G.I.C.                                                      Aaa               6.25        7/01/10        250 (d)     260,972
   F.G.I.C.                                                      Aaa               6.25        7/01/15        500         509,800
Hawaii St. Hsg. Fin. & Dev. Corp., Sngl. Fam. Mtge. Rev.,
   Ser. B, F.N.M.A.                                              Aa                5.85        7/01/17        500         486,740
Hawaii St., Gen. Oblig., Ser. CJ                                 Aa                6.25        1/01/15        650         667,017
Honolulu Hawaii City & Cnty., Ser. D                             Aaa               6.70       12/01/02        450 (c)     500,463
Maui Cnty., Ref., F.G.I.C.                                       Aaa               5.125      12/15/10        500         478,740
Puerto Rico Comnwlth., Gen. Oblig.                               Baa1              6.45        7/01/17        500         516,875
Puerto Rico Elec. Pwr. Auth. Rev., Ser. O,
   (Frmly. Puerto Rico Comnwlth.Wtr. Res. Auth.)                 Baa1              5.00        7/01/12        600         536,910
Puerto Rico Hsg. Fin. Corp., Sngl. Fam. Mtge. Rev.,
   G.N.M.A.                                                      Aaa               6.40       10/15/06        750         797,205
Puerto Rico Hwy. & Trans. Auth. Rev.                             Baa1              6.375       7/01/08        500         526,305
Puerto Rico Ind., Tourist, Edu., Med. & Envir. Ctrl. Facs.,
   Doctor Pila Hosp. Proj., F.H.A.                               AAA(e)            6.125       8/01/25        500 (b)     501,855
   Hosp. Auxilio Mutuo Oblig. Grp. Proj.,
   M.B.I.A.                                                      Aaa               6.25        7/01/16        500         515,305
   M.B.I.A.                                                      Aaa               6.25        7/01/24        250         255,470
Puerto Rico Mun. Fin. Agcy., Ser. A, F.S.A.                      Aaa               6.00        7/01/14        250         253,553
Puerto Rico Tel. Auth. Rev., Ser. I, M.B.I.A.                    Aaa               5.449       1/16/15      1,000         953,940
Puerto Rico Univ. Rev., Ser. M, M.B.I.A.                         Aaa               5.25        6/01/25        750         685,853
Univ. of Hawaii Sys. Rev., Ser. G, A.M.B.A.C.                    Aaa               5.45       10/01/06        280         287,039
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.

                                      B-83

<PAGE>



Portfolio of Investments as of                 PRUDENTIAL MUNICIPAL SERIES FUND
August 31, 1995                                HAWAII INCOME SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                   Moody's                               Principal
                                                                   Rating       Interest     Maturity     Amount         Value
Description (a)                                                  (Unaudited)      Rate         Date        (000)       (Note 1)
<S>                                                              <C>            <C>         <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------
Virgin Islands Pub. Fin. Auth. Rev.,
   Gov't. Dev. Proj., Ser. B                                     BBB-(e)          7.375%      10/01/10    $   300     $   327,402
   Hwy. Trans. Trust Fund, Ser. A                                NR               7.25        10/01/18        250         263,740
                                                                                                                      -----------
Total long-term investments (cost $12,356,446)                                                                         12,852,094
SHORT-TERM INVESTMENTS--6.1%
Hawaii St. Dept. Budget & Fin., Adventist Hlth. Sys/West,
   Ser. 94, F.R.W.D.                                             VMIG1            3.35         9/06/95        100         100,000
Puerto Rico Comnwlth., Gov't. Dev. Bank., Ser. 85, F.R.W.D.      VMIG1            3.20         9/06/95        700         700,000
                                                                                                                      -----------
Total short-term investments (cost $800,000)                                                                              800,000
Total Investments--104.4%
(cost $13,156,446; Note 5)                                                                                             13,652,094
Liabilities in excess of other assets--(4.4)%                                                                            (572,880)
                                                                                                                      -----------
Net Assets--100%                                                                                                      $13,079,214
                                                                                                                      -----------
                                                                                                                      -----------
</TABLE>

- ---------------
(a) The following abbreviations are used in portfolio descriptions:
    A.M.B.A.C.--American Municipal Bond Assurance Corporation.
    F.G.I.C.--Financial Guaranty Insurance Company.
    F.H.A.--Federal Housing Administration.
    F.N.M.A.--Federal National Mortgage Association.
    F.R.W.D.--Floating Rate Weekly Demand Note(f).
    F.S.A.--Financial Security Assurance.
    G.N.M.A.--Government National Mortgage Association.
    M.B.I.A.--Municipal Bond Insurance Association.

 (b) Indicates a when-issued security.
 (c) Prerefunded issues are secured by escrowed cash and direct U.S. guaranteed
     obligations.
 (d) Pledged as initial margin on financial futures contracts.
 (e) Standard & Poor's rating.
 (f) For purposes of amortized cost valuation, the maturity date of Floating
     Rate Demand Notes is considered to be the later of the next date on which
     the security can be redeemed at par or the next date on which the rate of
     interest is adjusted.
NR--Not Rated by Moody's or Standard & Poor's.
The Fund's current Statement of Additional Information contains a description
of Moody's and Standard & Poor's ratings.

- --------------------------------------------------------------------------------
                                             See Notes to Financial Statements.

                                      B-84

<PAGE>

                                               PRUDENTIAL MUNICIPAL SERIES FUND
Statement of Assets and Liabilities            HAWAII INCOME SERIES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                                                 <C>
Assets                                                                                                         August 31, 1995
Investments, at value (cost $13,156,446)......................................................................      $13,652,094
Cash..........................................................................................................           62,256
Interest receivable...........................................................................................          177,528
Receivable for Fund shares sold...............................................................................           36,768
Due from Manager..............................................................................................            1,635
Other assets..................................................................................................           84,982
                                                                                                                    -----------
   Total assets...............................................................................................       14,015,263
                                                                                                                    -----------
Liabilities
Payable for investments purchased.............................................................................          497,347
Payable for Fund shares reacquired............................................................................          379,881
Accrued expenses..............................................................................................           43,028
Dividends payable.............................................................................................            7,696
Distribution fee payable......................................................................................            4,528
Due to broker - variation margin payable......................................................................            2,969
Deferred trustees' fees.......................................................................................              600
                                                                                                                    -----------
   Total liabilities..........................................................................................          936,049
                                                                                                                    -----------
Net Assets....................................................................................................      $13,079,214
                                                                                                                    -----------
                                                                                                                    -----------
Net assets were comprised of:
   Shares of beneficial interest, at par......................................................................      $    10,784
   Paid-in capital in excess of par...........................................................................       12,492,346
                                                                                                                    -----------
                                                                                                                     12,503,130
   Accumulated net realized gain on investments...............................................................           94,967
   Net unrealized appreciation on investments.................................................................          481,117
                                                                                                                    -----------
Net assets, August 31, 1995...................................................................................      $13,079,214
                                                                                                                    -----------
                                                                                                                    -----------
Class A:
   Net asset value and redemption price per share
      ($3,333,130 / 274,820 shares of beneficial interest issued and outstanding).............................           $12.13
   Maximum sales charge (3.0% of offering price)..............................................................              .38
   Maximum offering price to public...........................................................................           $12.51
Class B:
   Net asset value, offering price and redemption price per share
      ($8,948,854 / 737,840 shares of beneficial interest issued and outstanding).............................           $12.13
Class C:
   Net asset value, offer price and redemption price per share
      ($797,230 / 65,733 shares of beneficial interest issued and outstanding)................................           $12.13
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.

                                      B-85

<PAGE>


PRUDENTIAL MUNICIPAL SERIES FUND             PRUDENTIAL MUNICIPAL SERIES FUND
HAWAII INCOME SERIES                         HAWAII INCOME SERIES
Statement of Operations                      Statement of Changes in Net Assets
- ------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>
                                               September 19, 1994D
                                                     through
Net Investment Income                            August 31, 1995
<S>                                           <C>
Income
   Interest................................     $   524,323
                                              ---------------
Expenses
   Management fee, net of waiver of
      $3,651...............................          41,133
   Distribution fee--Class A...............           2,641
   Distribution fee--Class B...............          29,804
   Distribution fee--Class C...............           2,659
   Custodian's fees and expenses...........          58,000
   Reports to shareholders.................          33,000
   Registration fees.......................          26,000
   Legal fees..............................          17,000
   Amortization of organization expenses...          13,935
   Audit fee...............................          11,000
   Transfer agent's fees and expenses......           3,600
   Trustees' fees..........................           3,200
   Miscellaneous...........................           4,398
                                              ---------------
      Total expenses.......................         246,370
                                              ---------------
   Less: expense subsidy (Note 4)..........        (179,090)
                                              ---------------
      Net expenses.........................          67,280
                                              ---------------
Net investment income......................         457,043
                                              ---------------
Realized and Unrealized
Gain (Loss) on Investments
Net realized gain (loss) on:
   Investment transactions.................         100,147
   Financial futures contract
      transactions.........................          (5,180)
                                              ---------------
                                                     94,967
                                              ---------------
Net change in unrealized appreciation/depreciation on:
   Investments.............................         495,648
   Financial futures contracts.............         (14,531)
                                              ---------------
                                                    481,117
                                              ---------------
Net gain on investments....................         576,084
                                              ---------------
Net Increase in Net Assets
Resulting from Operations..................     $ 1,033,127
                                              ---------------
                                              ---------------
</TABLE>
- ------------
D Commencement of investment operations.

<TABLE>
<CAPTION>
Increase (Decrease)                           September 19, 1994D
in Net Assets                                   August 31, 1995
<S>                                            <C>
Operations
   Net investment income.....................    $   457,043
   Net realized gain on investment
      transactions...........................         94,967
   Net change in unrealized appreciation of
      investments............................        481,117
                                               ---------------
   Net increase in net assets resulting from
      operations.............................      1,033,127
                                               ---------------
Dividends from net investment income
   (Note 1):
      Class A................................       (140,503)
      Class B................................       (299,569)
      Class C................................        (16,971)
                                               ---------------
                                                    (457,043)
                                               ---------------
Series share transactions (net of share
   conversions) (Note 6):
   Net proceeds from shares sold.............     13,508,423
   Net asset value of shares issued
      in reinvestment of dividends...........        199,822
   Cost of shares reacquired.................     (1,205,115)
                                               ---------------
   Net increase in net assets from Series
      share transactions.....................     12,503,130
                                               ---------------
Total increase...............................     13,079,214
Net Assets
Beginning of period..........................              0
                                               ---------------
End of period................................    $13,079,214
                                               ---------------
                                               ---------------
</TABLE>

- ------------
D Commencement of investment operations.

- --------------------------------------------------------------------------------
                                             See Notes to Financial Statements.

                                      B-86

<PAGE>

                                               PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                  HAWAII INCOME SERIES
- --------------------------------------------------------------------------------
Prudential Municipal Series Fund (the ``Fund'') is registered under the
Investment Company Act of 1940, as an open-end investment company. The Fund was
organized as a Massachusetts business trust on May 18, 1984 and consists of
seventeen series. The monies of each series are invested in separate,
independently managed portfolios. The Hawaii Income Series (the ``Series'')
commenced investment operations on September 19, 1994. The Series is
non-diversified and seeks to provide the maximum amount of income that is exempt
from Hawaii State and federal income taxes consistent with the preservation of
capital by investing in investment grade municipal obligations but may also
invest a portion of its assets in lower-quality municipal obligations or in
non-rated securities which, in the opinion of the Fund's investment adviser, are
of comparable quality. The ability of the issuers of the securities held by the
Series to meet their obligations may be affected by economic or political
developments in a specific state, industry or region.
- ------------------------------------------------------------
Note 1. Accounting Policies
The following is a summary of significant accounting policies followed by the
Fund, and the Series, in the preparation of its financial statements.
Securities Valuations: The Fund values municipal securities (including
commitments to purchase such securities on a ``when-issued'' basis) on the basis
of prices provided by a pricing service which uses information with respect to
transactions in bonds, quotations from bond dealers, market transactions in
comparable securities and various relationships between securities in
determining values. If market quotations are not readily available from such
pricing service, a security is valued at its fair value as determined under
procedures established by the Trustees.
Short-term securities which mature in more than 60 days are valued at current
market quotations. Short-term securities which mature in 60 days or less are
valued at amortized cost.
All securities are valued as of 4:15 P.M., New York time.
Financial Futures Contracts: A financial futures contract is an agreement to
purchase (long) or sell (short) an agreed amount of securities at a set price
for delivery on a future date. Upon entering into a financial futures contract,
the Series is required to pledge to the broker an amount of cash and/or other
assets equal to a certain percentage of the contract amount. This amount is
known as the ``initial margin''. Subsequent payments, known as ``variation
margin'', are made or received by the Series each day, depending on the daily
fluctuations in the value of the underlying security. Such variation margin is
recorded for financial statement purposes on a daily basis as unrealized gain or
loss. When the contract expires or is closed, the gain or loss is realized and
is presented in the statement of operations as net realized gain(loss) on
financial futures contracts. The Series invests in financial futures contracts
in order to hedge its existing portfolio securities or securities the Series
intends to purchase, against fluctuations in value caused by changes in
prevailing interest rates. Should interest rates move unexpectedly, the Series
may not achieve the anticipated benefits of the financial futures contracts and
may realize a loss. The use of futures transactions involves the risk of
imperfect correlation in movements in the price of futures contracts, interest
rates and the underlying hedged assets.
Securities Transactions and Investment Income: Securities transactions are
recorded on the trade date. Realized gains and losses on sales of securities are
calculated on the identified cost basis. Interest income is recorded on the
accrual basis. The Series amortizes premiums and original issue discount paid on
purchases of portfolio securities as adjustments to interest income.
Net investment income (other than distribution fees) and unrealized and realized
gains or losses are allocated daily to each class of shares based upon the
relative proportion of net assets of each class at the beginning of the day.
Federal Income Taxes: For federal income tax purposes, each series in the Fund
is treated as a separate taxpaying entity. It is the intent of the Series to
meet the requirements of the Internal Revenue Code applicable to regulated
investment companies and to distribute all of its net income to shareholders.
For this reason and because substantially all of the Series' gross income
consists of tax-exempt interest, no federal income tax provision is required.
Dividends and Distributions: The Series declares daily dividends from net
investment income. Payment of dividends is made monthly. Distributions of net
capital gains, if any, are made annually.
Income distributions and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted accounting
principles.
Deferred Organization Expenses: The Series incurred $98,700 in organization and
initial registration expenses. Such amount has been deferred and is being
amortized over a period of 60 months ending September 1999.

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

                                      B-87

<PAGE>

                                               PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                  HAWAII INCOME SERIES
- --------------------------------------------------------------------------------
Note 2. Agreements
The Fund has a management agreement with Prudential Mutual Fund Management, Inc.
(``PMF''). Pursuant to this agreement, PMF has responsibility for all investment
advisory services and supervises the subadviser's performance of such services.
PMF has entered into a subadvisory agreement with The Prudential Investment
Corporation (``PIC''). PIC furnishes investment advisory services in connection
with the management of the Fund. PMF pays for the services of PIC, the cost of
compensation of officers of the Fund, occupancy and certain clerical and
bookkeeping costs of the Fund. The Fund bears all other costs and expenses.
The management fee paid PMF is computed daily and payable monthly, at an annual
rate of .50 of 1% of the average daily net assets of the Series. Effective
January 1, 1995, PMF has agreed to waive a portion (.05 of 1% of the Series'
average daily net assets) of its management fee, which amounted to $3,651
($0.004 per share for Class A, B, and C shares; .04% of average net assets). The
Series is not required to reimburse PMF for such waiver.
The Fund has distribution agreements with Prudential Mutual Fund Distributors,
Inc. (``PMFD''), which acts as the distributor of the Class A shares of the
Fund, and with Prudential Securities Incorporated (``PSI''), which acts as
distributor of the Class B and Class C shares of the Fund (collectively the
``Distributors''). The Fund compensates the Distributors for distributing and
servicing the Fund's Class A, Class B and Class C shares, pursuant to plans of
distribution (the ``Class A, B and C Plans''), regardless of expenses actually
incurred by them. The distribution fees are accrued daily and payable monthly.
Pursuant to the Class A, B and C Plans, the Fund compensates the Distributors
for distribution-related activities at an annual rate of up to .30 of 1%, .50 of
1% and 1%, of the average daily net assets of the Class A, B and C shares,
respectively. Such expenses under the Plans were .10 of 1%, .50 of 1% and .75 of
1% of the average daily net assets of the Class A, B and C shares, respectively,
for the period ended August 31, 1995.
PMFD has advised the Series that it has received approximately $19,600 in
front-end sales charges resulting from sales of Class A shares during the period
ended August 31, 1995. From these fees, PMFD paid such sales charges to PSI and
Pruco Securities Corporation, affiliated broker-dealers, which in turn paid
commissions to salespersons and incurred other distribution costs.
PSI has advised the Series that for the period ended August 31, 1995, it
received approximately $12,700 and $100 in contingent deferred sales charges
imposed upon certain redemptions by Class B and Class C shareholders,
respectively.
PMFD is a wholly-owned subsidiary of PMF; PSI, PMF and PIC are indirect,
wholly-owned subsidiaries of The Prudential Insurance Company of America.
- ------------------------------------------------------------
Note 3. Other Transactions with Affiliates
Prudential Mutual Fund Services, Inc. (``PMFS''), a wholly-owned subsidiary of
PMF, serves as the Fund's transfer agent. During the period ended August 31,
1995, the Series incurred fees of approximately $2,500 for the services of PMFS.
As of August 31, 1995, approximately $300 of such fees were due to PMFS.
Transfer agent fees and expenses in the Statement of Operations include certain
out-of-pocket expenses paid to non-affiliates.
- ------------------------------------------------------------
Note 4. Expense Subsidy
PMF has agreed to subsidize expenses so that total operating expenses do not
exceed .50%, .90% and 1.15% of the average net assets of the Class A shares,
Class B shares and Class C shares, respectively until further notice. For the
period ended August 31, 1995, PMF subsidized $179,090 ($.22 per share for Class
A, B and C shares; 2.00% of average net assets) of the Series' expenses. The
Series is not required to reimburse PMF for such subsidy.
- ------------------------------------------------------------
Note 5. Portfolio Securities
Purchases and sales of portfolio securities of the Series, excluding short-term
investments, for the period ended August 31, 1995 were $16,927,504 and
$4,671,596, respectively.
At August 31, 1995, the Fund sold 5 financial futures contracts on the U.S.
Treasury Index which expire in September 1995. The value at disposition of such
contracts is $565,781. The value of such contracts on August 31, 1995 was
$551,250, thereby resulting in an unrealized loss of $14,531.
The cost basis of investments for federal income tax purposes is substantially
the same as for financial reporting purposes and, accordingly, as of August 31,
1995, net unrealized appreciation for federal income tax purposes was $495,648
(gross unrealized appreciation--$507,204; gross unrealized
depreciation--$11,556).

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

                                      B-88

<PAGE>

                                               PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                  HAWAII INCOME SERIES
- --------------------------------------------------------------------------------
- ------------------------------------------------------------
Note 6. Capital
The Series offers Class A, Class B and Class C shares. Class A shares are sold
with a front-end sales charge of up to 3.0%. Class B shares are sold with a
contingent deferred sales charge which declines from 5% to zero depending on the
period of time the shares are held. Class C shares are sold with a contingent
deferred sales charge of 1% during the first year. Class B shares will
automatically convert to Class A shares on a quarterly basis approximately seven
years after purchase.
The Fund has authorized an unlimited number of shares of beneficial interest of
each class at $.01 par value per share. Of the 1,078,393 shares of beneficial
interest issued and outstanding at August 31, 1995, PMF owned 171,851 shares.
Transactions in shares of beneficial interest for the period ended August 31,
1995 were as follows:

<TABLE>
<CAPTION>

Class A                                    Shares       Amount
- ---------------------------------------   --------    ----------
<S>                                       <C>         <C>
September 19, 1994* through
  August 31, 1995:
Shares sold............................    279,870    $3,255,106
Shares issued in reinvestment of
  dividends and distributions..........      1,566        18,665
Shares reacquired......................    (10,702)     (123,633)
                                          --------    ----------
Net increase in shares outstanding
  before conversion....................    270,734    $3,150,138
Shares issued upon conversion from
  Class B..............................      4,086        49,084
                                          --------    ----------
Net increase in shares outstanding.....    274,820    $3,199,222

                                          --------    ----------
                                          --------    ----------
<CAPTION>
Class B
- ---------------------------------------
<S>                                       <C>         <C>
September 19, 1994* through
  August 31, 1995:
Shares sold............................    816,861    $9,471,988
Shares issued in reinvestment of
  dividends and distributions..........     14,410       171,145
Shares reacquired......................    (89,345)   (1,066,264)
                                          --------    ----------
Net decrease in shares outstanding
  before conversion....................    741,926     8,576,869
Shares reacquired upon conversion into
  Class A..............................     (4,086)      (49,084)
                                          --------    ----------
Net decrease in shares outstanding.....    737,840    $8,527,785
                                          --------    ----------
                                          --------    ----------
<CAPTION>
Class C                                    Shares       Amount
- ---------------------------------------   --------    ----------
<S>                                       <C>         <C>
September 19, 1994* through
  August 31, 1995:
Shares sold............................     66,136    $  781,329
Shares issued in reinvestment of
  dividends............................        845        10,012
Shares reacquired......................     (1,248)      (15,218)
                                          --------    ----------
Net increase in shares outstanding.....     65,733    $  776,123
                                          --------    ----------
                                          --------    ----------
</TABLE>
- ---------------
* Commencement of investment operations.

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

                                      B-89

<PAGE>

                                               PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                           HAWAII INCOME SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                September 19, 1994(b) through August 31, 1995
                                                                           -----------------------------------------------------
                                                                               Class A             Class B             Class C
                                                                           -------------       -------------       -------------
<S>                                                                         <C>                 <C>                 <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period.....................................      $ 11.64             $ 11.64             $ 11.64
                                                                                 -----               -----               -----
Income from investment operations
Net investment income(d).................................................          .58                 .54                 .51
Net realized and unrealized gain (loss) on investment transactions.......          .49                 .49                 .49
                                                                                 -----               -----               -----
   Total from investment operations......................................         1.07                1.03                1.00
                                                                                 -----               -----               -----
Less distributions
Dividends from net investment income.....................................         (.58)               (.54)               (.51)
                                                                                 -----               -----               -----
Net asset value, end of period...........................................      $ 12.13             $ 12.13             $ 12.13
                                                                                 -----               -----               -----
                                                                                 -----               -----               -----
TOTAL RETURN(c):.........................................................         9.42%               9.03%               8.78%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)..........................................      $ 3,333             $ 8,949             $   797
Average net assets (000).................................................      $ 2,778             $ 6,270             $   373
Ratios to average net assets:(a)/(d)
   Expenses, including distribution fees.................................          .46%                .86%               1.11%
   Expenses, excluding distribution fees.................................          .36%                .36%                .36%
   Net investment income.................................................         5.32%               5.03%               4.79%
Portfolio turnover rate..................................................           75%                 75%                 75%
</TABLE>

- ---------------
 (a) Annualized.
 (b) Commencement of investment operations.
 (c) Total return does not consider the effects of sales loads. Total return is
     calculated assuming a purchase of shares on the first day and a sale on
     the last day of each period reported and includes reinvestment of
     dividends. Total return is not annualized.
 (d) Net of expense subsidy and management fee waiver.

- --------------------------------------------------------------------------------
                                            See Notes to Financial Statements.

                                      B-90

<PAGE>

                                               PRUDENTIAL MUNICIPAL SERIES FUND
Independent Auditors' Report                   HAWAII INCOME SERIES
- --------------------------------------------------------------------------------
The Shareholders and Board of Trustees
Prudential Municipal Series Fund, Hawaii Income Series
We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Prudential Municipal Series Fund, Hawaii Income
Series as of August 31, 1995, the related statements of operations and of
changes in net assets and the financial highlights for the period September 19,
1994 (Commencement of investment operations) to August 31, 1995. These financial
statements and financial highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audit.
We conducted our audit 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 and financial highlights 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 the securities owned as of August 31, 1995
by correspondence with the custodian and brokers; where replies were not
received from brokers, we performed other auditing procedures. 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 audit provides a reasonable basis for our
opinion.
In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Prudential Municipal
Series Fund, Hawaii Income Series, as of August 31, 1995, the results of its
operations, the changes in its net assets, and its financial highlights for the
above stated period in conformity with generally accepted accounting principles.


DELOITTE & TOUCHE LLP
NEW YORK, NEW YORK
OCTOBER 16, 1995

                                      B-91

<PAGE>

Portfolio of Investments as of                 PRUDENTIAL MUNICIPAL SERIES FUND
August 31, 1995                                MARYLAND SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                   Moody's                               Principal
                                                                    Rating      Interest     Maturity     Amount         Value
Description (a)                                                  (Unaudited)      Rate         Date        (000)       (Note 1)
<S>                                                              <C>            <C>         <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------
LONG-TERM INVESTMENTS--93.7%
- ------------------------------------------------------------------------------------------------------------------------------
Baltimore Conv. Ctr. Rev., F.G.I.C.                              Aaa               5.75%       9/01/08   $  1,075     $ 1,103,853
Baltimore Econ. Dev. Lease Rev., Armistead Partnership           BBB+(c)           7.00        8/01/11      1,000       1,044,210
Gaithersburg Econ. Dev. Rev., Asbury Methodist                   NR                5.50        1/01/20      1,000         874,080
Gaithersburg Hosp. Facs. Rev., Ref. Impvt., Shady Grove
   Adventist Hosp., F.S.A.                                       Aaa               5.50        9/01/15      1,000         955,650
Gaithersburg Nursing Home Rev., Ref., Shady Grove
   Adventist, F.S.A                                              Aaa               5.50        9/01/15      1,000         955,650
Howard Cnty., Met. Dist.,
   Ser. B                                                        Aa1               6.00        8/15/03      1,000       1,085,430
   Ser. B                                                        Aa1              Zero         8/15/09      2,115         995,932
Kent Cnty., Coll. Rev. Proj. & Ref., Washington Coll. Proj.      Baa1             7.70         7/01/18        750         822,788
Maryland St. Econ. Dev. Co., Hilton Street Facility, Ser. A      AA(c)            7.00         1/01/10        600         654,234
Maryland St. Hlth. & Higher Edl. Facs., Auth. Rev.,
   Doctor's Comn. Hosp.                                          Baa              5.50         7/01/24      1,000         806,730
   Howard Cnty. Gen. Hosp.                                       Baa1             5.50         7/01/21      1,000         834,770
   Sinai Hosp. of Baltimore, A.M.B.A.C.                          Aaa              5.25         7/01/19        500         456,265
   Sinai Hosp. of Baltimore, A.M.B.A.C.                          Aaa              5.25         7/01/23        350         315,966
   Univ. of Md. Med. Ctr., F.G.I.C.                              Aaa              5.00         7/01/20      1,000         875,140
Maryland St. Hsg. & Cmnty. Dev. Admin.,
   Sngl. Fam. Mtge. Rev. Proj., Fourth Ser.                      Aa               7.70         4/01/15        920         974,547
   Sngl. Fam. Mtge. Rev. Proj., Sixth Ser.                       Aa               7.125        4/01/14        835         879,547
   Sngl. Fam. Mtge. Rev. Proj., Third Ser.                       Aa               8.00         4/01/18        750         798,773
Maryland St. Ind. Dev. Fin. Auth. Rev., Amer. Ctr. For
   Physics                                                       BBB(c)           6.625        1/01/17      1,000       1,007,120
Maryland Wtr. Quality Fin. Admin.,
   Revolving Loan Fund Rev.                                      Aa               5.40         9/01/13        250         239,188
   Revolving Loan Fund Rev., Ser. A                              Aa               5.90         9/01/04        565         606,143
Montgomery Cnty. Hsg. Opportunities Comn., Sngl. Fam. Mtge.
   Rev., F.H.A.                                                  AAA(c)           6.25         7/01/25        850         849,898
Montgomery Cnty.,
   Cons. Pub. Impvt.                                             Aaa              9.75         6/01/01        450         569,245
   Cons. Pub. Impvt., Ser. A                                     Aaa              5.75        10/01/07      1,300       1,374,191
Northeast Waste Disp. Auth.,
   Baltimore City Sludge Proj.                                   NR               7.25         7/01/07        957         985,595
   Montgomery Cnty. Proj.                                        A                6.30         7/01/16      2,200       2,202,948
Prince Georges Cnty.,
   Cons. Pub. Impvt., M.B.I.A.                                   Aaa              5.25         1/01/15        750         708,188
   Hosp. Rev., Dimensions Hlth. Corp.                            A                5.30         7/01/24      1,250       1,058,437
   Ref. Cons. Pub. Impvt.                                        A1               5.25        10/01/11      1,000         964,170
   Stormwater Mgmt.                                              Aa               6.50         3/15/03      1,140       1,265,913
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.

                                      B-92

<PAGE>

Portfolio of Investments as of                 PRUDENTIAL MUNICIPAL SERIES FUND
August 31, 1995                                MARYLAND SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                   Moody's                               Principal
                                                                    Rating      Interest     Maturity     Amount         Value
Description (a)                                                  (Unaudited)      Rate         Date        (000)       (Note 1)
<S>                                                              <C>            <C>         <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------
Puerto Rico Comnwlth.,
   Aqueduct & Swr. Auth. Rev.                                    Aaa              10.25%       7/01/09   $    225     $   316,368
   Gen. Oblig., F.S.A.                                           Aaa               7.683       7/01/20      1,000 (d)     978,750
Puerto Rico Elec. Pwr. Auth. Pwr. Rev.                           Baa1              6.125       7/01/09        785         813,542
Puerto Rico Ind. Tourist, Edl. Med. & Envir. Hosp.,
   M.B.I.A.                                                      Aaa               6.25        7/01/24      1,250       1,277,350
Puerto Rico Tel. Auth. Rev., Ser. I, M.B.I.A.                    Aaa               6.763       1/16/15      1,000 (d)     907,500
Takoma Park Hosp. Facs. Rev., Ref. Impvt., Washington
   Adventist Hosp., F.S.A.                                       Aaa               6.50        9/01/12      1,000       1,080,670
Virgin Islands Pub. Fin. Auth. Rev., Hwy. Trans. Trust
   Fund, Ser. A                                                  NR                7.25       10/01/18        600         632,976
Washington Cnty. Public Impvt., F.G.I.C.                         Aaa               4.875       1/01/14      1,450 (e)   1,286,208
Washington Suburban San. Dist.,
   Gen. Construction                                             Aa1               5.25        6/01/12      1,500       1,436,970
   Water Supply                                                  Aa1               5.25        6/01/14        950         891,689
   Water Supply                                                  Aa1               5.25        6/01/13        875         829,439
                                                                                                                      -----------
Total long-term investments (cost $35,547,405)                                                                         36,716,063
                                                                                                                      -----------
SHORT-TERM INVESTMENTS--6.6%
Maryland St. Energy Fin. Auth., Baltimore Proj., F.R.D.D.,
   Ser. 91                                                       VMIG1             3.55        9/01/95        700         700,000
Puerto Rico Comnwlth., Gov't. Dev. Bank., F.R.W.D., Ser. 85      VMIG1             3.20        9/06/95      1,900       1,900,000
                                                                                                                      -----------
Total short-term investments (cost $2,600,000)                                                                          2,600,000
                                                                                                                      -----------
Total Investments--100.3%
(cost $38,147,405; Note 4)                                                                                             39,316,063
Liabilities in excess of other assets--(0.3)%                                                                            (124,391)
                                                                                                                      -----------
Net Assets--100%                                                                                                      $39,191,672
                                                                                                                      -----------
                                                                                                                      -----------
</TABLE>

- ---------------
(a) The following abbreviations are used in portfolio descriptions:
    A.M.B.A.C.--American Municipal Bond Assurance Corporation.
    F.G.I.C.--Financial Guaranty Insurance Company.
    F.H.A.--Federal Housing Administration.
    F.R.D.D.--Floating Rate (Daily) Demand Note (b).
    F.R.W.D.--Floating Rate (Weekly) Demand Note (b).
    F.S.A.--Financial Security Assurance.
    M.B.I.A.--Municipal Bond Insurance Association.

 (b) For purposes of amortized cost valuation, the maturity date of Floating
     Rate Demand Notes is considered to be the later of the next date on which
     the security can be redeemed at par, or the next date on which the rate of
     interest is adjusted.
 (c) Standard & Poor's Rating.
 (d) Inverse floating rate bond. The coupon is inversely indexed to a floating
     interest rate. The rate shown is the rate at year end.
 (e) Pledged as initial margin on financial futures contracts.

NR--Not Rated by Moody's or Standard & Poor's.
The Fund's current Statement of Additional Information contains a description
of Moody's and Standard & Poor's ratings.

- --------------------------------------------------------------------------------
                                            See Notes to Financial Statements.

                                      B-93

<PAGE>

                                              PRUDENTIAL MUNICIPAL SERIES FUND
Statement of Assets and Liabilities           MARYLAND SERIES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                                                <C>
Assets                                                                                                         August 31, 1995
Investments, at value (cost $38,147,405).....................................................................      $ 39,316,063
Cash.........................................................................................................           502,086
Interest receivable..........................................................................................           557,284
Receivable for investments sold..............................................................................            10,297
Receivable for Fund shares sold..............................................................................             1,570
Other assets.................................................................................................             1,484
                                                                                                                   ------------
  Total assets...............................................................................................        40,388,784
                                                                                                                   ------------
Liabilities
Payable for investments purchased............................................................................           986,738
Payable for Fund shares reacquired...........................................................................            94,943
Accrued expenses.............................................................................................            62,300
Management fee payable.......................................................................................            14,951
Dividends payable............................................................................................            13,896
Due to broker-variation margin...............................................................................            12,031
Distribution fee payable.....................................................................................            10,653
Deferred trustees' fees......................................................................................             1,600
                                                                                                                   ------------
  Total liabilities..........................................................................................         1,197,112
                                                                                                                   ------------
Net Assets...................................................................................................      $ 39,191,672
                                                                                                                   ------------
                                                                                                                   ------------
Net assets were comprised of:
  Shares of beneficial interest, at par......................................................................      $     36,754
  Paid-in capital in excess of par...........................................................................        38,549,190
                                                                                                                   ------------
                                                                                                                     38,585,944
  Accumulated net realized loss on investments...............................................................          (558,711)
  Net unrealized appreciation on investments.................................................................         1,164,439
                                                                                                                   ------------
Net assets, August 31, 1995..................................................................................      $ 39,191,672
                                                                                                                   ------------
                                                                                                                   ------------
Class A:
  Net asset value and redemption price per share
     ($17,725,981 / 1,663,449 shares of beneficial interest issued and outstanding)..........................            $10.66
  Maximum sales charge (3.0% of offering price)..............................................................               .33
  Maximum offering price to public...........................................................................            $10.99
Class B:
  Net asset value, offering price and redemption price per share
     ($21,413,564 / 2,007,101 shares of beneficial interest issued and outstanding)..........................            $10.67
Class C:
  Net asset value, offering price and redemption price per share
     ($52,127 / 4,886 shares of beneficial interest issued and outstanding)..................................            $10.67
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.

                                      B-94

<PAGE>

PRUDENTIAL MUNICIPAL SERIES FUND
MARYLAND SERIES
Statement of Operations

- ------------------------------------------------------------
<TABLE>
<CAPTION>
                                                   Year Ended
Net Investment Income                            August 31, 1995
<S>                                              <C>
Income
   Interest...................................     $ 2,833,827
                                                 ---------------
Expenses
   Management fee, net of waiver of $14,170...         210,311
   Distribution fee--Class A..................          11,341
   Distribution fee--Class B..................         167,486
   Distribution fee--Class C..................             437
   Reports to shareholders....................          82,000
   Custodian's fees and expenses..............          79,000
   Registration fees..........................          45,000
   Transfer agent's fees and expenses.........          36,000
   Audit fee..................................          11,000
   Legal fees.................................          10,000
   Trustees' fees.............................           3,200
   Miscellaneous..............................          11,429
                                                 ---------------
      Total expenses..........................         667,204
   Less: custodian fee credit.................         (19,273)
                                                 ---------------
      Net expenses............................         647,931
                                                 ---------------
Net investment income.........................       2,185,896
                                                 ---------------
Realized and Unrealized Gain (Loss)
on Investments
Net realized loss on:
   Investment transactions....................         (48,440)
   Financial futures contract transactions....        (381,131)
                                                 ---------------
                                                      (429,571)
                                                 ---------------
Net change in unrealized
   appreciation/depreciation of:
   Investments................................         481,333
   Financial futures contracts................         (38,532)
                                                 ---------------
                                                       442,801
                                                 ---------------
Net gain on investments.......................          13,230
                                                 ---------------
Net Increase in Net Assets
Resulting from Operations.....................     $ 2,199,126
                                                 ---------------
                                                 ---------------
</TABLE>

PRUDENTIAL MUNICIPAL SERIES FUND
MARYLAND SERIES
Statement of Changes in Net Assets
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Increase (Decrease)                     Year Ended August 31,
<S>                                   <C>            <C>
in Net Assets                            1995           1994
Operations
   Net investment income............  $ 2,185,896    $ 2,785,557
   Net realized gain (loss) on
      investment transactions.......     (429,571)       658,135
   Net change in unrealized
      appreciation/depreciation of
      investments...................      442,801     (4,715,895)
                                      -----------    -----------
   Net increase (decrease) in net
      assets resulting from
      operations....................    2,199,126     (1,272,203)
                                      -----------    -----------
Dividends and distributions (Note
   1):
   Dividends from net investment
      income
      Class A.......................     (561,997)      (149,002)
      Class B.......................   (1,621,246)    (2,636,439)
      Class C.......................       (2,653)          (116)
                                      -----------    -----------
                                       (2,185,896)    (2,785,557)
                                      -----------    -----------
   Distributions from net realized
      gains
      Class A.......................      (21,234)       (53,117)
      Class B.......................     (419,138)    (1,057,112)
      Class C.......................         (255)            --
                                      -----------    -----------
                                         (440,627)    (1,110,229)
                                      -----------    -----------
Series share transactions (net of
   share conversions) (Note 5):
   Net proceeds from shares sold....    2,121,739      5,404,805
   Net asset value of shares issued
      in reinvestment of dividends
      and distributions.............    1,744,018      2,685,739
   Cost of shares reacquired........  (18,256,314)    (9,441,263)
                                      -----------    -----------
   Net decrease in net assets from
      Series share transactions.....  (14,390,557)    (1,350,719)
                                      -----------    -----------
Total decrease......................  (14,817,954)    (6,518,708)
Net Assets
Beginning of year...................   54,009,626     60,528,334
                                      -----------    -----------
End of year.........................  $39,191,672    $54,009,626
                                      -----------    -----------
                                      -----------    -----------
</TABLE>

- --------------------------------------------------------------------------------
                                             See Notes to Financial Statements.

                                      B-95

<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                   MARYLAND SERIES
- --------------------------------------------------------------------------------
Prudential Municipal Series Fund (the ``Fund'') is registered under the
Investment Company Act of 1940, as an open-end investment company. The Fund was
organized as a Massachusetts business trust on May 18, 1984 and consists of
seventeen series. The monies of each series are invested in separate,
independently managed portfolios. The Maryland Series (the ``Series'') commenced
investment operations in January, 1985. The Series is diversified and seeks to
achieve its investment objective of obtaining the maximum amount of income
exempt from federal and applicable state income taxes with the minimum of risk
by investing in ``investment grade'' tax-exempt securities whose ratings are
within the four highest ratings categories by a nationally recognized
statistical rating organization or, if not rated, are of comparable quality. The
ability of the issuers of the securities held by the Series to meet their
obligations may be affected by economic or political developments in a specific
state, industry or region.
- ------------------------------------------------------------
Note 1. Accounting Policies

The following is a summary of significant accounting policies followed by the
Fund, and the Series, in the preparation of its financial statements.
Securities Valuations: The Fund values municipal securities (including
commitments to purchase such securities on a ``when-issued'' basis) on the basis
of prices provided by a pricing service which uses information with respect to
transactions in bonds, quotations from bond dealers, market transactions in
comparable securities and various relationships between securities in
determining values. If market quotations are not readily available from such
pricing service, a security is valued at its fair value as determined under
procedures established by the Trustees.

Short-term securities which mature in more than 60 days are valued at current
market quotations. Short-term securities which mature in 60 days or less are
valued at amortized cost.

All securities are valued as of 4:15 P.M., New York time.

Financial Futures Contracts: A financial futures contract is an agreement to
purchase (long) or sell (short) an agreed amount of debt securities at a set
price for delivery on a future date. Upon entering into a financial futures
contract, the Series is required to pledge to the broker an amount of cash
and/or other assets equal to a certain percentage of the contract amount. This
amount is known as the ``initial margin''. Subsequent payments, known as
``variation margin'', are made or received by the Series each day, depending on
the daily fluctuations in the value of the underlying security. Such variation
margin is recorded for financial statement purposes on a daily basis as
unrealized gain or loss. When the contract expires or is closed, the gain or
loss is realized and is presented in the statement of operations as net
realized gain (loss) on financial futures contracts. The Series invests in
financial futures contracts in order to hedge its existing portfolio securities
or securities the Series intends to purchase, against fluctuations in value
caused by changes in prevailing interest rates. Should interest rates move
unexpectedly, the Series may not achieve the anticipated benefits of the
financial futures contracts and may realize a loss. The use of futures
transactions involves the risk of imperfect correlation in movements in the
price of futures contracts, interest rates and the underlying hedged assets.

Securities Transactions and Investment Income: Securities transactions are
recorded on the trade date. Realized gains and losses on sales of securities
are calculated on the identified cost basis. Interest income is recorded on the
accrual basis. The Series amortizes premiums and original issue discount paid
on purchases of portfolio securities as adjustments to interest income.

Net investment income (other than distribution fees) and unrealized and realized
gains or losses are allocated daily to each class of shares based upon the
relative proportion of net assets of each class at the beginning of the day.
Federal Income Taxes: For federal income tax purposes, each series in the Fund
is treated as a separate taxpaying entity. It is the intent of the Series to
continue to meet the requirements of the Internal Revenue Code applicable to
regulated investment companies and to distribute all of its net income to
shareholders. For this reason and because substantially all of the Series' gross
income consists of tax-exempt interest, no federal income tax provision is
required.

Dividends and Distributions: The Series declares daily dividends from net
investment income. Payment of dividends is made monthly. Distributions of net
capital gains, if any, are made annually.

Income distributions and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted accounting
principles.

- ------------------------------------------------------------
Note 2. Agreements

The Fund has a management agreement with Prudential Mutual Fund Management, Inc.
(``PMF''). Pursuant to this agreement, PMF has responsibility for all investment
advisory services and supervises the subadviser's

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


                                      B-96

<PAGE>


                                             PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                MARYLAND SERIES
- --------------------------------------------------------------------------------
performance of such services. PMF has entered into a subadvisory agreement with
The Prudential Investment Corporation (``PIC''); PIC furnishes investment
advisory services in connection with the management of the Fund. PMF pays for
the services of PIC, the compensation of officers of the Fund, occupancy and
certain clerical and bookkeeping costs of the Fund. The Fund bears all other
costs and expenses.

The management fee paid PMF is computed daily and payable monthly, at an annual
rate of .50 of 1% of the average daily net assets of the Series. Effective
January 1, 1995, PMF has agreed to waive a portion (.05 of 1% of the Series'
average daily net assets) of its management fee, which amounted to $14,170
($0.004 per share for Class A, B and C shares; .03% of average net assets). The
Series' is not required to reimburse PMF for such waiver.

The Fund has distribution agreements with Prudential Mutual Fund Distributors,
Inc. (``PMFD''), which acts as the distributor of the Class A shares of the
Fund, and with Prudential Securities Incorporated (``PSI''), which acts as
distributor of the Class B and Class C shares of the Fund (collectively the
``Distributors''). The Fund compensates the Distributors for distributing and
servicing the Fund's Class A, Class B and Class C shares, pursuant to plans of
distribution (the ``Class A, B and C Plans''), regardless of expenses actually
incurred by them. The distribution fees are accrued daily and payable monthly.
Pursuant to the Class A, B and C Plans, the Fund compensates the Distributors
for distribution-related activities at an annual rate of up to .30 of 1%, .50 of
1% and 1%, of the average daily net assets of the Class A, B and C shares,
respectively. Such expenses under the Plans were .10 of 1%, .50 of 1% and .75 of
1% of the average daily net assets of the Class A, B and C shares, respectively,
for the year ended August 31, 1995.

PMFD has advised the Series that it has received approximately $3,000 in
front-end sales charges resulting from sales of Class A shares during the year
ended August 31, 1995. From these fees, PMFD paid such sales charges to PSI and
Pruco Securities Corporation, affiliated broker-dealers, which in turn paid
commissions to salespersons and incurred other distribution costs.
PSI has advised the Series that for the year ended August 31, 1995, it received
approximately $134,200 in contingent deferred sales charges imposed upon certain
redemptions by Class B shareholders.
PMFD is a wholly-owned subsidiary of PMF; PSI, PMF and PIC are indirect,
wholly-owned subsidiaries of The Prudential Insurance Company of America.

- ------------------------------------------------------------
Note 3. Other Transactions With Affiliates

Prudential Mutual Fund Services, Inc. (``PMFS''), a wholly-owned subsidiary of
PMF, serves as the Fund's transfer agent. During the year ended August 31, 1995,
the Series incurred fees of approximately $25,900 for the services of PMFS. As
of August 31, 1995, approximately $2,100 of such fees were due to PMFS. Transfer
agent fees and expenses in the Statement of Operations include certain
out-of-pocket expenses paid to non-affiliates.

- ------------------------------------------------------------
Note 4. Portfolio Securities

Purchases and sales of portfolio securities of the Series, excluding short-term
investments, for the fiscal year ended August 31, 1995 were $20,811,030 and
$35,356,008, respectively.

At August 31, 1995, the Fund sold 25 financial futures contracts on the
Municipal Bond Index expiring in 1995. The value at disposition of such
contracts is $2,843,906. The value of such contracts on August 31, 1995 was
$2,848,125, thereby resulting in an unrealized loss of $4,219.

The cost basis of investments for federal income tax purposes is substantially
the same as for financial reporting purposes and, accordingly, as of August 31,
1995, net unrealized appreciation of investments for federal income tax purposes
is $1,168,658 (gross unrealized appreciation--$1,478,098; gross unrealized
depreciation $309,440).

- ------------------------------------------------------------
Note 5. Capital

The Series offers Class A, Class B and Class C shares. Class A shares are sold
with a front-end sales charge of up to 3.0%. Class B shares are sold with a
contingent deferred sales charge which declines from 5% to zero depending on the
period of time the shares are held. Class C shares are sold with a contingent
deferred sales charge of 1% during the first year. Class B shares will
automatically convert to Class A shares on a quarterly basis approximately seven
years after purchase.

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

                                      B-97

<PAGE>


                                              PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                 MARYLAND SERIES
- --------------------------------------------------------------------------------
The Fund has authorized an unlimited number of shares of beneficial interest of
each class at $.01 par value per share. Transactions in shares of beneficial
interest for the fiscal years ended August 31, 1994 and 1995 were as follows:

<TABLE>
<CAPTION>
Class A                                 Shares         Amount
- -----------------------------------   ----------    ------------
<S>                                   <C>           <C>
Year ended August 31, 1995:
Shares sold........................       30,696    $    321,277
Shares issued in reinvestment of
  dividends and distributions......       36,276         380,528
Shares reacquired..................     (516,337)     (5,397,762)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion................     (449,365)     (4,695,957)
Shares issued upon conversion from
  Class B..........................    1,858,567      19,167,920
                                      ----------    ------------
Net increase in shares
  outstanding......................    1,409,202    $ 14,471,963
                                      ----------    ------------
                                      ----------    ------------
Year ended August 31, 1994:
Shares sold........................       74,702    $    830,474
Shares issued in reinvestment of
  dividends and distributions......       12,858         143,277
Shares reacquired..................      (85,098)       (937,854)
                                      ----------    ------------
Net increase in shares
  outstanding......................        2,462    $     35,897
                                      ----------    ------------
                                      ----------    ------------
</TABLE>

<TABLE>
<CAPTION>
Class B
- -----------------------------------
<S>                                   <C>           <C>
Year ended August 31, 1995:
Shares sold........................      168,521    $  1,765,335
Shares issued in reinvestment of
  dividends and distributions......      133,516       1,361,503
Shares reacquired..................   (1,235,993)    (12,775,937)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion................     (933,956)     (9,649,099)
Shares reacquired upon conversion
  into Class A.....................   (1,856,766)    (19,167,920)
                                      ----------    ------------
Net decrease in shares
  outstanding......................   (2,790,722)   $(28,817,019)
                                      ----------    ------------
                                      ----------    ------------
Year ended August 31, 1994:
Shares sold........................      399,067    $  4,473,113
Shares issued in reinvestment of
  dividends and distributions......      228,006       2,542,431
Shares reacquired..................     (772,159)     (8,503,409)
                                      ----------    ------------
Net decrease in shares
  outstanding......................     (145,086)   $ (1,487,865)
                                      ----------    ------------
                                      ----------    ------------
</TABLE>

<TABLE>
<CAPTION>
Class C                                     Shares     Amount
- -----------------------------------------   ------    --------
<S>                                         <C>       <C>
Year ended August 31, 1995:
Shares sold..............................   3,361     $35,127
Shares issued in reinvestment of
  dividends and distributions............     194       1,987
Shares reacquired........................   (8,221)   (82,615 )
                                            ------    --------
Net decrease in shares outstanding.......   (4,666)   $(45,501)
                                            ------    --------
                                            ------    --------
August 1, 1994* through
  August 31, 1994:
Shares sold..............................   9,549     $101,218
Shares issued in reinvestment of
  dividends..............................       3          31
                                            ------    --------
Net increase in shares outstanding.......   9,552     $101,249
                                            ------    --------
                                            ------    --------
</TABLE>

- ---------------
* Commencement of offering of Class C shares.

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


                                      B-98

<PAGE>


                                               PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                           MARYLAND SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                         Class A
                                                   ----------------------------------------------------
                                                                  Year Ended August 31,
                                                   ----------------------------------------------------
                                                    1995        1994        1993       1992       1991
                                                   -------     -------     ------     ------     ------
<S>                                                <C>         <C>         <C>        <C>        <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year.............    $ 10.66     $ 11.64     $11.11     $10.67     $10.23
                                                   -------     -------     ------     ------     ------
Income from investment operations
Net investment income..........................        .53(a)      .57        .62        .63        .67
Net realized and unrealized gain (loss) on
   investment transactions.....................        .10        (.77)       .65        .44        .44
                                                   -------     -------     ------     ------     ------
   Total from investment operations............        .63        (.20)      1.27       1.07       1.11
                                                   -------     -------     ------     ------     ------
Less distributions
Dividends from net investment income...........       (.53)       (.57)      (.62)      (.63)      (.67)
Distributions from net realized gains..........       (.10)       (.21)      (.12)        --         --
                                                   -------     -------     ------     ------     ------
   Total distributions.........................       (.63)       (.78)      (.74)      (.63)      (.67)
                                                   -------     -------     ------     ------     ------
Net asset value, end of year...................    $ 10.66     $ 10.66     $11.64     $11.11     $10.67
                                                   -------     -------     ------     ------     ------
                                                   -------     -------     ------     ------     ------
TOTAL RETURN(b):...............................       6.32%      (1.75)%    11.89%     10.35%     10.84%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000)..................    $17,726      $2,709     $2,930     $1,335       $804
Average net assets (000).......................    $11,341      $2,877     $2,068     $1,080       $518
Ratios to average net assets:
   Expenses, including distribution fees.......       1.30%(a)     .95%       .96%       .96%      1.10%
   Expenses, excluding distribution fees.......       1.20%(a)     .85%       .86%       .86%      1.00%
   Net investment income.......................       4.96%(a)    5.18%      5.51%      5.80%      6.07%
Portfolio turnover rate........................         49%         40%        41%        34%        18%
</TABLE>

- ---------------
 (a) Net of management fee waiver.
 (b) Total return does not consider the effects of sales loads. Total return is
     calculated assuming a purchase of shares on the first day and a sale on
     the last day of each year reported and includes reinvestment of dividends
     and distributions.

- --------------------------------------------------------------------------------
          See Notes to Financial Statements.

                                      B-99

<PAGE>


                                               PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                           MARYLAND SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                                 Class C
                                                                           Class B                             ------------
                                                   -------------------------------------------------------         Year
                                                                    Year Ended August 31,                         Ended
                                                   -------------------------------------------------------      August 31,
                                                    1995        1994        1993        1992        1991           1995
<S>                                                <C>         <C>         <C>         <C>         <C>         <C>
                                                   -------     -------     -------     -------     -------     ------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period...........    $ 10.67     $ 11.65     $ 11.12     $ 10.68     $ 10.23       $  10.67
                                                   -------     -------     -------     -------     -------         ------
Income from investment operations
Net investment income..........................        .49(a)      .53         .58         .59         .63            .47(a)
Net realized and unrealized gain (loss) on
   investment transactions.....................        .10        (.77)        .65         .44         .45            .10
                                                   -------     -------     -------     -------     -------         ------
   Total from investment operations............        .59        (.24)       1.23        1.03        1.08            .57
                                                   -------     -------     -------     -------     -------         ------
Less distributions
Dividends from net investment income...........       (.49)       (.53)       (.58)       (.59)       (.63)          (.47)
Distributions from net realized gains..........       (.10)       (.21)       (.12)         --          --           (.10)
                                                   -------     -------     -------     -------     -------         ------
   Total distributions.........................       (.59)       (.74)       (.70)       (.59)       (.63)          (.57)
                                                   -------     -------     -------     -------     -------         ------
Net asset value, end of period.................    $ 10.67     $ 10.67     $ 11.65     $ 11.12     $ 10.68       $  10.67
                                                   -------     -------     -------     -------     -------         ------
                                                   -------     -------     -------     -------     -------         ------
TOTAL RETURN(b):...............................       5.88%      (2.13)%     11.43%       9.90%      10.49%          5.62%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)................    $21,414     $51,198     $57,598     $51,313     $51,110            $52
Average net assets (000).......................    $33,497     $55,223     $53,780     $50,970     $48,422            $58
Ratios to average net assets:
   Expenses, including distribution fees.......       1.55%(a)    1.35%       1.36%       1.37%       1.49%          1.82%(a)
   Expenses, excluding distribution fees.......       1.05%(a)     .85%        .86%        .87%        .99%          1.07%(a)
   Net investment income.......................       4.84%(a)    4.77%       5.11%       5.42%       5.70%          4.55%(a)
Portfolio turnover rate........................         49%         40%         41%         34%         18%            49%
<CAPTION>

                                                 August 1,
                                                  through
                                                 August 31,
                                                    1994
<S>                                                <C>
                                                 ----------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period...........   $  10.70
                                                 ----------
Income from investment operations
Net investment income..........................        .05
Net realized and unrealized gain (loss) on
   investment transactions.....................       (.03)
                                                 ----------
   Total from investment operations............        .02
                                                 ----------
Less distributions
Dividends from net investment income...........       (.05)
Distributions from net realized gains..........         --
                                                 ----------
   Total distributions.........................       (.05)
                                                 ----------
Net asset value, end of period.................   $  10.67
                                                 ----------
                                                 ----------
TOTAL RETURN(b):...............................        .07%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)................       $102
Average net assets (000).......................        $31
Ratios to average net assets:
   Expenses, including distribution fees.......       2.21%(c)
   Expenses, excluding distribution fees.......       1.47%(c)
   Net investment income.......................       4.75%(c)
Portfolio turnover rate........................         40%
</TABLE>

- ---------------
 (a) Net of management fee waiver.
 (b) Total return does not consider the effects of sales loads. Total return is
     calculated assuming a purchase of shares on the first day and a sale on
     the last day of each period reported and includes reinvestment of
     dividends and distributions. Total returns for periods of less than a
     full year are not annualized.
 (c) Annualized.
 (d) Commencement of offering of Class C shares.

- --------------------------------------------------------------------------------
See Notes to Financial Statements.

                                      B-100

<PAGE>

                                              PRUDENTIAL MUNICIPAL SERIES FUND
Independent Auditors' Report                  MARYLAND SERIES
- --------------------------------------------------------------------------------
The Shareholders and Board of Trustees
Prudential Municipal Series Fund, Maryland Series

We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Prudential Municipal Series Fund, Maryland
Series as of August 31, 1995, the related statements of operations for the year
then ended and of changes in net assets for each of the two years in the period
then ended, and the financial highlights for each of the five years in the
period then ended. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights 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 and financial
highlights 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 the securities owned as of
August 31, 1995 by correspondence with the custodian and brokers; where replies
were not received from brokers, we performed other auditing procedures. 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 and financial highlights present
fairly, in all material respects, the financial position of Prudential Municipal
Series Fund, Maryland Series, as of August 31, 1995, the results of its
operations, the changes in its net assets, and its financial highlights for the
respective stated periods in conformity with generally accepted accounting
principles.


DELOITTE & TOUCHE LLP
NEW YORK, NEW YORK
OCTOBER 16, 1995


                                      B-101

<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Portfolio of Investments as of August 31, 1995  MASSACHUSETTS SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                   Moody's                               Principal
                                                                    Rating      Interest     Maturity     Amount         Value
Description (a)                                                  (Unaudited)      Rate         Date        (000)       (Note 1)
<S>                                                              <C>            <C>         <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------
LONG-TERM INVESTMENTS--94.4%
- ------------------------------------------------------------------------------------------------------------------------------
Boston Ind. Dev. Fin. Auth., Swr. Fac. Rev., Harbor Elec.
   Energy Co. Proj.                                              Baa1             7.375%       5/15/15    $ 1,500     $ 1,576,500
Boston Mass., Gen. Oblig., Ser. A, A.M.B.A.C.                    Aaa              7.375        2/01/10      2,000       2,263,320
Boston Mass. Rev., Boston City Hosp., FHA                        Aa               5.75         2/15/23      2,000       1,874,400
Brockton Mass.                                                   Baa              6.125        6/15/18      1,030       1,029,876
Gloucester Mass., Gen. Oblig., F.S.A.                            Aaa              5.50        11/15/13      2,000       1,930,700
Holyoke, Gen. Oblig., Sch. Proj., M.B.I.A.                       Aaa              8.10         6/15/05        700         839,006
Lowell, Gen. Oblig.                                              Aaa              7.625        2/15/10        750(d)      877,485
Lynn Wtr. & Swr. Comn., Gen. Rev., Ser. A, M.B.I.A.              Aaa              7.25        12/01/10      2,100(d)    2,403,597
Mass. St. Gen. Oblig., Ser. A                                    A1               Zero         8/01/06        665         381,717
   Ser. C, F.G.I.C.                                              Aaa              6.00         8/01/09      1,500       1,590,195
   Gen. Oblig., A.M.B.A.C.                                       Aaa              5.00         7/01/12      1,000         920,720
Mass. St. Hlth. & Edl. Fac. Auth. Rev.,
   Beth Israel Hosp. A.M.B.A.C                                   Aaa              8.218        7/01/25      1,500(e)    1,477,500
   Dana Farber Cancer Project Series G/1                         A1               6.25        12/01/22        625         617,663
   Faulkner Hosp., Ser. C                                        Baa1             6.00         7/01/23      1,500       1,317,105
   Holyoke Hosp. Rev.                                            Baa1             6.50         7/01/15      1,500       1,430,835
   Jordan Hosp.                                                  A-(c)            6.875       10/01/22      1,850       1,894,345
   Lahey Clinic, Ser. B, M.B.I.A.                                Aaa              5.375        7/01/23        450         413,829
   Med Academic Scientific A                                     A-(c)            6.625        1/01/15      1,000       1,013,800
   New England Med. Ctr., Ser. E                                 A1               7.875        7/01/11      1,175       1,308,656
   Newton-Wellesley Hosp., M.B.I.A.                              Aaa              5.875        7/01/15      1,000         985,520
   Newton-Wellesley Hosp., M.B.I.A.                              Aaa              6.00         7/01/18      1,000         994,980
   Newton-Wellesley Hosp., Ser. C, B.I.G.                        Aaa              8.00         7/01/18      2,000       2,233,540
   Tufts Univ., Ser. C                                           Aaa              7.40         8/01/18      1,235(d)    1,367,478
   Valley Regl. Hlth. Sys., Ser. B                               Aaa              8.00         7/01/18      1,000(d)    1,167,980
   Valley Regl. Hlth. Sys.                                       AAA(c)           7.00         7/01/10        825         930,435
   Winchester Hosp.                                              AAA(c)           5.75         7/01/24      2,000       1,877,040
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-102

<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Portfolio of Investments as of August 31, 1995  MASSACHUSETTS SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                   Moody's                               Principal
                                                                    Rating      Interest     Maturity     Amount         Value
Description (a)                                                  (Unaudited)      Rate         Date        (000)       (Note 1)
<S>                                                              <C>            <C>         <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------
Mass. St. Hsg. Fin. Agcy. Rev.,
   Sngl. Fam. Mtge., Ser. 1985A                                  Aa                9.50%      12/01/16   $    415     $   429,508
   Sngl. Fam. Mtge., Ser. 6                                      Aa                8.10       12/01/14      1,755       1,896,699
Mass. St. Ind. Fin. Agcy. Rev.,
   Brooks Sch.                                                   A                 5.95        7/01/23        640         632,211
   Cape Cod Hlth. Sys.                                           Aaa               8.50       11/15/20      2,000       2,402,200
   Springfield College                                           Baa1              5.625       9/15/10        900         829,152
Mass. St. Industrial Fin. Agcy. Rev. Phillips Academy            Aa1               5.375       9/01/23      1,000         920,800
Mass. St. Indl. Fin. Agcy., Poll. Ctrl. Rev., Eastern
   Edison Co. Proj.                                              Baa2              5.875       8/01/08      1,000         991,470
Mass. St. Port Auth. Rev.                                        Aa                5.00        7/01/18      1,000         884,380
Mass. St. Mun. Wholesale Ele. Co. Pwr. Supply Sys. Rev.          Aaa               5.00        7/01/14      1,500       1,349,175
Mass. St. Water Poll. Abatement Trust Water Poll. Rev.           Aa                6.375       2/01/15      1,000       1,028,670
Palmer, Gen. Oblig., Ser. F, A.M.B.A.C.                          Aaa               7.30        3/01/10        500 (d)     565,295
Plymouth Cnty. Corr. Facs. Proj., Cert. of Part., Ser. A         A-(c)             7.00        4/01/22        500         544,430
Puerto Rico Aqueduct & Swr. Auth. Rev., E.T.M.                   Aaa              10.25        7/01/09        400         562,432
Puerto Rico Comnwlth.,
   Gen. Oblig.                                                   Baa1              5.25        7/01/18      1,000         899,290
   Gen. Oblig., A.M.B.A.C.                                       Aaa               7.00        7/01/10      1,000       1,160,650
   Gen. Oblig., F.S.A.                                           Aaa               7.723       7/01/20      1,250 (e)   1,223,437
   Pub. Impvt. Ref.                                              Aaa               7.00        7/01/10        250         290,163
Puerto Rico Elec. Pwr. Auth. Rev. Ser. S                         Baa1              7.00        7/01/06        450         507,632
Puerto Rico Ele. Pwr. Auth. Rev. (Formerly Puerto Rico
   Comnwlth. Water Res. Auth. Pwr. Rev.)                         Baa1              6.125       7/01/09        500         518,180
Virgin Islands Pub. Fin. Auth. Rev., Hwy. Trans. Trust
   Fund, Ser. A                                                  NR                7.25       10/01/18        400         421,984
                                                                                                                      -----------
Total long-term investments (cost $48,941,217)                                                                         52,775,980
                                                                                                                      -----------
</TABLE>

- --------------------------------------------------------------------------------
                                             See Notes to Financial Statements.

                                      B-103

<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Portfolio of Investments as of August 31, 1995  MASSACHUSETTS SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                   Moody's                               Principal
                                                                    Rating      Interest     Maturity     Amount         Value
Description (a)                                                  (Unaudited)      Rate         Date        (000)       (Note 1)
<S>                                                              <C>            <C>         <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------
SHORT-TERM INVESTMENTS--8.2%
Mass. Comnwlth., Ded. Inc.Tax, F.R.D.D., Ser. 90B                VMIG1             3.20%       9/01/95   $  2,900     $ 2,900,000
Mass. Ind. Fin. Agcy. Ind. Rev., Showa Womens Inst. Inc.,
   F.R.D.D.,
   Ser. 94                                                       VMIG1             3.40        9/01/95      1,000       1,000,000
Puerto Rico Comnwlth., Dev. Bank., F.R.W.D., Ser. 85             VMIG1             3.20        9/06/95        700         700,000
                                                                                                                      -----------
Total short-term investments (cost $4,600,000)                                                                          4,600,000
                                                                                                                      -----------
Total Investments--102.6%
(cost $53,541,217; Note 4)                                                                                             57,375,980
Other assets in excess of liabilities--(2.6)%                                                                          (1,470,047)
                                                                                                                      -----------
Net Assets--100%                                                                                                      $55,905,933
                                                                                                                      -----------
                                                                                                                      -----------
</TABLE>

- ---------------
(a) The following abbreviations are used in portfolio descriptions:
    A.M.B.A.C.--American Municipal Bond Assurance
    Corporation.
    B.I.G.--Bond Investors Guaranty Insurance Company.
    E.T.M.--Escrowed to Maturity.
    F.G.I.C.--Financial Guaranty Insurance Association.
    F.H.A.--Federal Housing Administration.
    F.R.W.D.--Floating Rate (Weekly) Demand Note (b).
    F.R.D.D.--Floating Rate (Daily) Demand Note (b).
    F.S.A.--Financial Security Assurance.
    M.B.I.A.--Municipal Bond Insurance Association.
<TABLE>
<C>  <S>
 (b) For purposes of amortized cost valuation, the maturity date of these securities are considered to be the later of the next
     date on which the security can be redeemed at par, or the next date on which the rate of interest is adjusted.
 (c) Standard & Poor's rating.
 (d) Prerefunded issues are secured by escrowed cash and direct U.S. guaranteed obligations.
 (e) Inverse floating rate bond. The coupon is inversely indexed to a floating interest rate. The rate shown is the rate at
     period end.
</TABLE>

NR--Not Rated by Moody's or Standard & Poor's.
The Fund's current Statement of Additional Information contains a description of
Moody's and Standard & Poor's ratings.

- --------------------------------------------------------------------------------
See Notes to Financial Statements.

                                      B-104


<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Statement of Assets and Liabilities             MASSACHUSETTS SERIES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                                                 <C>
Assets                                                                                                         August 31, 1995
Investments, at value (cost $53,541,217)......................................................................      $57,375,980
Interest receivable...........................................................................................          684,875
Deferred expenses and other assets............................................................................            2,214
                                                                                                                    -----------
   Total assets...............................................................................................       58,063,069
                                                                                                                    -----------
Liabilities
Bank overdraft................................................................................................          103,004
Payable for investments purchased.............................................................................        1,951,233
Payable for Fund shares reacquired............................................................................           30,015
Dividends payable.............................................................................................           29,425
Due to Manager................................................................................................           21,155
Due to Distributors...........................................................................................           14,341
Accrued expenses..............................................................................................            6,363
Deferred trustees' fees.......................................................................................            1,600
                                                                                                                    -----------
   Total liabilities..........................................................................................        2,157,136
                                                                                                                    -----------
Net Assets....................................................................................................      $55,905,933
                                                                                                                    -----------
                                                                                                                    -----------
Net assets were comprised of:
   Shares of beneficial interest, at par......................................................................      $    48,077
   Paid-in capital in excess of par...........................................................................       52,152,628
                                                                                                                    -----------
                                                                                                                     52,200,705
   Accumulated net realized loss on investments...............................................................         (129,535)
   Net unrealized appreciation on investments.................................................................        3,834,763
                                                                                                                    -----------
Net assets, August 31, 1995...................................................................................      $55,905,933
                                                                                                                    -----------
                                                                                                                    -----------
Class A:
   Net asset value and redemption price per share
      ($27,524,632 / 2,366,271 shares of beneficial interest issued and outstanding)..........................           $11.63
   Maximum sales charge (3% of offering price)................................................................              .36
                                                                                                                    -----------
   Maximum offering price to public...........................................................................           $11.99
                                                                                                                    -----------
                                                                                                                    -----------
Class B:
   Net asset value, offering price and redemption price per share
      ($28,366,921 / 2,440,169 shares of beneficial interest issued and outstanding)..........................           $11.62
                                                                                                                    -----------
                                                                                                                    -----------
Class C:
   Net asset value, offer price and redemption price per share
      ($14,380 / 1,237 shares of beneficial interest issued and outstanding)..................................           $11.62
                                                                                                                    -----------
                                                                                                                    -----------
</TABLE>

- --------------------------------------------------------------------------------
                                             See Notes to Financial Statements.

                                      B-105

<PAGE>

PRUDENTIAL MUNICIPAL SERIES FUND
MASSACHUSETTS SERIES
Statement of Operations
- ------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>
                                                 Year Ended
Net Investment Income                          August 31, 1995
                                               ---------------
<S>                                            <C>
Income
   Interest.................................     $ 3,685,338
                                               ---------------
Expenses
   Management fee, net of waiver of
      $18,492...............................         258,040
   Distribution fee--Class A................          15,837
   Distribution fee--Class B................         197,277
   Distribution fee--Class C................             104
   Custodian's fees and expenses............          85,000
   Transfer agent's fees and expenses.......          38,000
   Reports to shareholders..................          27,400
   Registration fees........................          20,500
   Audit fee................................          11,000
   Legal fees...............................          21,000
   Trustees' fees...........................           3,200
   Miscellaneous............................           8,867
                                               ---------------
      Total expenses........................         686,225
      Less: custodian fee credit............          (3,722)
                                               ---------------
      Net expenses..........................         682,503
                                               ---------------
Net investment income.......................       3,002,835
                                               ---------------
Realized and Unrealized
Gain (Loss) on Investments
Net realized gain (loss) on:
   Investment transactions..................         327,609
   Financial futures contract
      transactions..........................         (20,626)
   Options purchased........................         (12,625)
                                               ---------------
                                                     294,358
                                               ---------------
Net change in unrealized appreciation on:
   Investments..............................         871,511
                                               ---------------
Net gain on investments.....................       1,165,869
                                               ---------------
Net Increase in Net Assets
Resulting from Operations...................     $ 4,168,704
                                               ---------------
                                               ---------------
</TABLE>
PRUDENTIAL MUNICIPAL SERIES FUND
MASSACHUSETTS SERIES
Statement of Changes in Net Assets
- ------------------------------------------------------------
- ------------------------------------------------------------

<TABLE>
<CAPTION>
Increase (Decrease)                     Year Ended August 31,
in Net Assets                            1995           1994
                                       -------        -------
<S>                                   <C>            <C>
Operations
   Net investment income............  $ 3,002,835    $ 3,240,965
   Net realized gain (loss) on
      investment transactions.......      294,358       (262,240)
   Net change in unrealized
      appreciation/depreciation of
      investments...................      871,511     (3,647,136)
                                      -----------    -----------
   Net increase (decrease) in net
      assets resulting from
      operations....................    4,168,704       (668,411)
                                      -----------    -----------
Dividends and distributions (Note 1):
   Dividends from net investment
      income
      Class A.......................     (884,881)      (144,412)
      Class B.......................   (2,117,251)    (3,096,493)
      Class C.......................         (703)           (60)
                                      -----------    -----------
                                       (3,002,835)    (3,240,965)
                                      -----------    -----------
   Distributions from net realized
      gains
      Class A.......................           --        (16,934)
      Class B.......................           --       (376,754)
                                      -----------    -----------
                                               --       (393,688)
                                      -----------    -----------
Series share transactions (net of
   share conversions) (Note 5):
   Net proceeds from shares sold....    3,105,413      7,355,596
   Net asset value of shares issued
      in reinvestment of
      dividends.....................    1,755,219      2,173,313
   Cost of shares reacquired........   (7,833,814)   (10,958,113)
                                      -----------    -----------
   Net decrease in net assets from
      Series share transactions.....   (2,973,182)    (1,429,204)
                                      -----------    -----------
Total decrease......................   (1,807,313)    (5,732,268)
Net Assets
Beginning of year...................   57,713,246     63,445,514
                                      -----------    -----------
End of year.........................  $55,905,933    $57,713,246
                                      -----------    -----------
                                      -----------    -----------
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.

                                      B-106

<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                   MASSACHUSETTS SERIES
- --------------------------------------------------------------------------------
Prudential Municipal Series Fund (the ``Fund'') is registered under the
Investment Company Act of 1940, as an open-end investment company. The Fund was
organized as a Massachusetts business trust on May 18, 1984 and consists of
seventeen series. The monies of each series are invested in separate,
independently managed portfolios. The Massachusetts Series (the ``Series'')
commenced investment operations in September, 1984. The Series is diversified
and seeks to achieve its investment objective of obtaining the maximum amount of
income exempt from federal and applicable state income taxes with the minimum of
risk by investing in ``investment grade'' tax-exempt securities whose ratings
are within the four highest ratings categories by a nationally recognized
statistical rating organization or, if not rated, are of comparable quality. The
ability of the issuers of the securities held by the Series to meet their
obligations may be affected by economic developments in a specific state,
industry or region.
- ------------------------------------------------------------
Note 1. Accounting Policies
The following is a summary of significant accounting policies followed by the
Fund, and the Series, in the preparation of its financial statements.
Securities Valuations: The Fund values municipal securities (including
commitments to purchase such securities on a ``when-issued'' basis) on the basis
of prices provided by a pricing service which uses information with respect to
transactions in bonds, quotations from bond dealers, market transactions in
comparable securities and various relationships between securities in
determining values. If market quotations are not readily available from such
pricing service, a security is valued at its fair value as determined under
procedures established by the Trustees.
Short-term securities which mature in more than 60 days are valued at current
market quotations. Short-term securities which mature in 60 days or less are
valued at amortized cost which approximates market value.
All securities are valued as of 4:15 P.M., New York time.
Financial Futures Contracts: A financial futures contract is an agreement to
purchase (long) or sell (short) an agreed amount of debt securities at a set
price for delivery on a future date. Upon entering into a financial futures
contract, the Series is required to pledge to the broker an amount of cash
and/or other assets equal to a certain percentage of the contract amount. This
amount is known as the ``initial margin''. Subsequent payments, known as
``variation margin'', are made or received by the Series each day, depending on
the daily fluctuations in the value of the underlying security. Such variation
margin is recorded for financial statement purposes on a daily basis as
unrealized gain or loss. The Series invests in financial futures contracts
solely for the purpose of hedging its existing portfolio securities or
securities the Series intends to purchase against fluctuations in value caused
by changes in prevailing market interest rates. Should interest rates move
unexpectedly, the Series may not achieve the anticipated benefits of the
financial futures contracts and may realize a loss. The use of futures
transactions involves the risk of imperfect correlation in movements in the
price of futures contracts, interest rates and the underlying hedged assets.
Option Writing: When the Fund writes an option, an amount equal to the premium
received by the Fund is recorded as a liability and is subsequently adjusted to
the current market value of the option written. Premiums received from writing
options which expire unexercised are treated by the Fund on the expiration date
as realized gains from securities or currencies based upon the type of option
written. The difference between the premium and the amount paid on effecting a
closing purchase transaction, including brokerage commissions, is also treated
as a realized gain, or if the premium received is less than the amount paid for
the closing purchase transaction, as a realized loss. If a call option is
exercised, the premium is added to the proceeds from the sale of the underlying
security or currency in determining whether the Fund has realized a gain or
loss. If a put option is exercised, the premium reduces the cost basis of the
securities or currencies purchased by the Fund. The Fund as writer of an option
may have no control over whether the underlying securities may be sold (call) or
purchased (put) and as a result bears the market risk of an unfavorable change
in the price of the security underlying the written option. There were no
written options outstanding at August 31, 1995.
Securities Transactions and Investment Income: Securities transactions are
recorded on the trade date. Realized gains and losses on sales of securities are
calculated on the identified cost basis. Interest income is recorded on the
accrual basis. The Series amortizes premiums and original issue discount paid on
purchases of portfolio securities as adjustments to interest income.
Net investment income (other than distribution fees) and unrealized and realized
gains or losses are allocated daily to each class of shares based upon the
relative proportion of net assets of each class at the beginning of the day.
Federal Income Taxes: For federal income tax purposes, each series in the Fund
is treated as a separate taxpaying entity. It is the intent of the Series to
continue to meet the requirements of the Internal Revenue Code

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


                                      B-107

<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                   MASSACHUSETTS SERIES
- --------------------------------------------------------------------------------
applicable to regulated investment companies and to distribute all of its net
income to shareholders. For this reason and because substantially all of the
Series' gross income consists of tax-exempt interest, no federal income tax
provision is required.
Dividends and Distributions: The Series declares daily dividends from net
investment income. Payment of dividends is made monthly. Distributions of net
capital gains, if any, are made annually.
Income distributions and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted accounting
principles. These differences are primarily due to differing treatments for
short-term capital gains and market discount.
- ------------------------------------------------------------
Note 2. Agreements
The Fund has a management agreement with Prudential Mutual Fund Management, Inc.
(``PMF''). Pursuant to this agreement, PMF has responsibility for all investment
advisory services and supervises the subadviser's performance of such services.
PMF has entered into a subadvisory agreement with The Prudential Investment
Corporation (``PIC''). PIC furnishes investment advisory services in connection
with the management of the Fund. PMF pays for the cost of the subadviser's
services, the compensation of officers of the Fund, occupancy and certain
clerical and bookkeeping costs of the Fund. The Fund bears all other costs and
expenses.
The management fee paid PMF is computed daily and payable monthly, at an annual
rate of .50 of 1% of the average daily net assets of the Series. Effective
January 1, 1995, PMF has agreed to waive a portion (.05 of 1% of the Series'
average daily net assets) of its management fee, which amounted to $18,492
($0.003 per share; .03% of average net assets). The Series is not required to
reimburse PMF for such waiver.
The Fund has distribution agreements with Prudential Mutual Fund Distributors,
Inc. (``PMFD''), which acts as the distributor of the Class A shares of the
Fund, and with Prudential Securities Incorporated (``PSI''), which acts as
distributor of the Class B and Class C shares of the Fund (collectively the
``Distributors''). The Fund compensates the Distributors for distributing and
servicing the Fund's Class A, Class B and Class C shares, pursuant to plans of
distribution, (the ``Class A, B and C Plans'') regardless of expenses actually
incurred by them. The distribution fees are accrued daily and payable monthly.
Pursuant to the Class A, B and C Plans, the Fund compensates the Distributors
for distribution-related activities at an annual rate of up to .30 of 1%, .50 of
1% and 1%, of the average daily net assets of the Class A, B and C shares,
respectively. Such expenses under the Plans were .10 of 1%, .50 of 1% and .75 of
1% of the average daily net assets of the Class A, B and C shares, respectively,
for the year ended August 31, 1995.
PMFD has advised the Series that it has received approximately $6,800 in
front-end sales charges resulting from sales of Class A shares during the year
ended August 31, 1995. From these fees, PMFD paid such sales charges to PSI and
Pruco Securities Corporation, affiliated broker-dealers, which in turn paid
commissions to salespersons and incurred other distribution costs.
PSI has advised the Series that for the year ended August 31, 1995, it received
approximately $69,000 in contingent deferred sales charges imposed upon certain
redemptions by Class B shareholders.
PMFD is a wholly-owned subsidiary of PMF; PSI, PMF and PIC are indirect,
wholly-owned subsidiaries of The Prudential Insurance Company of America.
- ------------------------------------------------------------
Note 3. Other Transactions With Affiliates
Prudential Mutual Fund Services, Inc. (``PMFS''), a wholly-owned subsidiary of
PMF, serves as the Fund's transfer agent and during the year ended August 31,
1995, the Series incurred fees of approximately $24,500 for the services of
PMFS. As of August 31, 1995, approximately $2,200 of such fees were due to PMFS.
Transfer agent fees and expenses in the statement of operations include certain
out-of-pocket expenses paid to non-affiliates.
- ------------------------------------------------------------
Note 4. Portfolio Securities
Purchases and sales of portfolio securities of the Series, excluding short-term
investments, for the year ended August 31, 1995, were $19,262,334 and
$23,901,769, respectively.
The cost basis of investments for federal income tax purposes, at August 31,
1995, was $53,650,045 and, accordingly, net unrealized appreciation of
investments, including short-term investments for federal income tax purposes
was $3,725,935 (gross unrealized appreciation--$3,855,820, gross unrealized
depreciation--$129,885).

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


                                      B-108

<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                   MASSACHUSETTS SERIES
- --------------------------------------------------------------------------------
The Fund will elect to treat net capital losses of approximately $975,100
incurred in the ten month period ended August 31, 1995 as having been incurred
in the following fiscal year.
- ------------------------------------------------------------
Note 5. Capital
The Series currently offers Class A, Class B and Class C shares. Class A shares
are sold with a front-end sales charge of up to 3.0%. Class B shares are sold
with a contingent deferred sales charge which declines from 5% to zero depending
on the period of time the shares are held. Class C shares are sold with a
contingent deferred sales charge of 1% during the first year. Class B shares
will automatically convert to Class A shares on a quarterly basis approximately
seven years after purchase.
The Fund has authorized an unlimited number of shares of beneficial interest of
each class at $.01 par value per share.
Transactions in shares of beneficial interest were as follows:
<TABLE>
<CAPTION>
Class A                                 Shares         Amount
- ------------------------------------  ----------    ------------
<S>                                   <C>           <C>
Year ended August 31, 1995:
Shares sold.........................      32,229    $    365,268
Shares issued in reinvestment of
  dividends.........................      44,959         516,523
Shares reacquired...................    (153,318)     (1,754,945)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion.................     (76,130)       (873,154)
Shares issued upon conversion from
  Class B...........................   2,240,731      25,201,555
                                      ----------    ------------
Net increase in shares
  outstanding.......................   2,164,601    $ 24,328,401
                                      ----------    ------------
                                      ----------    ------------
Year ended August 31, 1994:
Shares sold.........................      79,658    $    955,193
Shares issued in reinvestment of
  dividends and distributions.......       7,338          86,177
Shares reacquired...................     (76,352)       (888,834)
                                      ----------    ------------
Net increase in shares
  outstanding.......................      10,644    $    152,536
                                      ----------    ------------
                                      ----------    ------------
</TABLE>
<TABLE>
<CAPTION>
Class B                                 Shares         Amount
- ------------------------------------  ----------    ------------
<S>                                   <C>           <C>
Year ended August 31, 1995:
Shares sold.........................     241,751    $  2,725,137
Shares issued in reinvestment of
  dividends.........................     111,056       1,237,961
Shares reacquired...................    (546,923)     (6,076,741)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion.................    (194,116)     (2,113,643)
Shares reacquired upon conversion
  into Class A......................  (2,242,679)    (25,201,555)
                                      ----------    ------------
Net decrease in shares
  outstanding.......................  (2,436,795)   $(27,315,198)
                                      ----------    ------------
                                      ----------    ------------
Year ended August 31, 1994:
Shares sold.........................     533,589    $  6,293,496
Shares issued in reinvestment of
  dividends and distributions.......     177,548       2,087,119
Shares reacquired...................    (857,454)     (9,963,041)
                                      ----------    ------------
Net decrease in shares
  outstanding.......................    (146,317)   $ (1,582,426)
                                      ----------    ------------
                                      ----------    ------------

<CAPTION>
Class C
- ------------------------------------
<S>                                   <C>           <C>
Year ended August 31, 1995:
Shares sold.........................       1,340    $     15,008
Shares issued in reinvestment of
  dividends.........................          65             735
Shares reacquired...................        (187)         (2,128)
                                      ----------    ------------
Net increase in shares
  outstanding.......................       1,218    $     13,615
                                      ----------    ------------
                                      ----------    ------------
August 1, 1994* through August 31,
  1994:
Shares sold.........................       9,403    $    106,907
Shares issued in reinvestment of
  dividends.........................           1              17
Shares reacquired...................      (9,385)       (106,238)
                                      ----------    ------------
Net increase in shares
  outstanding.......................          19    $        686
                                      ----------    ------------
                                      ----------    ------------
- ---------------
* Commencement of offering of Class C shares.
</TABLE>

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


                                      B-109

<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                            MASSACHUSETTS SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                          Class A
                                                    ---------------------------------------------------
                                                                   Year Ended August 31,
                                                    ---------------------------------------------------
                                                     1995        1994       1993       1992       1991
                                                    -------     ------     ------     ------     ------
<S>                                                 <C>         <C>        <C>        <C>        <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year..............    $ 11.37     $12.17     $11.50     $10.94     $10.44
                                                    -------     ------     ------     ------     ------
Income from investment operations
Net investment income...........................        .65(a)     .67        .68        .69        .70
Net realized and unrealized gain (loss) on
   investment transactions......................        .26       (.73)       .67        .56        .50
                                                    -------     ------     ------     ------     ------
   Total from investment operations.............        .91       (.06)      1.35       1.25       1.20
                                                    -------     ------     ------     ------     ------
Less distributions
Dividends from net investment income............       (.65)      (.67)      (.68)      (.69)      (.70)
Distributions from net realized gains...........         --       (.07)        --         --         --
                                                    -------     ------     ------     ------     ------
   Total distributions..........................       (.65)      (.74)      (.68)      (.69)      (.70)
                                                    -------     ------     ------     ------     ------
Net asset value, end of year....................    $ 11.63     $11.37     $12.17     $11.50     $10.94
                                                    -------     ------     ------     ------     ------
                                                    -------     ------     ------     ------     ------
TOTAL RETURN(b):................................       8.33%      (.58)%    12.10%     11.76%     11.81%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000)...................    $27,525     $2,293     $2,325     $  903     $  665
Average net assets (000)........................    $15,837     $2,578     $1,336     $  770     $  344
Ratios to average net assets:
   Expenses, including distribution fees........        .97%(a)    .87%       .95%       .99%      1.05%
   Expenses, excluding distribution fees........        .87%(a)    .77%       .85%       .89%       .95%
   Net investment income........................       5.59%(a)   5.60%      5.79%      6.14%      6.53%
Portfolio turnover rate.........................         36%        33%        56%        32%        34%
</TABLE>

<TABLE>
<C>  <S>
- ---------------
 (a) Net of management fee waiver.
 (b) Total return does not consider the effects of sales loads. Total return is calculated assuming a purchase of shares on the
     first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions.
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.

                                      B-110


<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                            MASSACHUSETTS SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                                 Class C
                                                                                                                ----------
                                                                            Class B                             Year Ended
                                                    -------------------------------------------------------     August 31,
                                                     1995        1994        1993        1992        1991          1995
                                                    -------     -------     -------     -------     -------      ---------
<S>                                                 <C>         <C>         <C>         <C>         <C>         <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period............    $ 11.36     $ 12.17     $ 11.49     $ 10.94     $ 10.44       $11.36
                                                    -------     -------     -------     -------     -------      -------
Income from investment operations
Net investment income...........................        .60(a)      .61         .63         .64         .65          .57(a)
Net realized and unrealized gain (loss) on
   investment transactions......................        .26        (.74)        .68         .55         .50          .26
                                                    -------     -------     -------     -------     -------      -------
   Total from investment operations.............        .86        (.13)       1.31        1.19        1.15          .83
                                                    -------     -------     -------     -------     -------      -------
Less distributions
Dividends from net investment income............       (.60)       (.61)       (.63)       (.64)       (.65)        (.57)
Distributions from net realized gains...........         --        (.07)         --          --          --           --
                                                    -------     -------     -------     -------     -------      -------
   Total distributions..........................       (.60)       (.68)       (.63)       (.64)       (.65)        (.57)
                                                    -------     -------     -------     -------     -------      -------
Net asset value, end of period..................    $ 11.62     $ 11.36     $ 12.17     $ 11.49     $ 10.94       $11.62
                                                    -------     -------     -------     -------     -------      -------
                                                    -------     -------     -------     -------     -------      -------
TOTAL RETURN(b):................................       7.90%      (1.15)%     11.77%      11.23%      11.38%        7.60%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000).................    $28,367     $55,420     $61,121     $53,449     $49,641       $   14
Average net assets (000)........................    $39,455     $59,544     $55,965     $50,607     $49,083       $   14
Ratios to average net assets:
   Expenses, including distribution fees........       1.34%(a)    1.27%       1.35%       1.39%       1.45%        1.60%(a)
   Expenses, excluding distribution fees........        .84%(a)     .77%        .85%        .89%        .95%         .85%(a)
   Net investment income........................       5.37%(a)    5.20%       5.39%       5.74%       6.13%        5.07%(a)
Portfolio turnover rate.........................         36%         33%         56%         32%         34%          36%
<CAPTION>

                                                  August 1,
                                                   1994(d)
                                                   through
                                                  August 31,
                                                     1994
<S>                                                 <C>
                                                     -----

PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period............    $11.41
                                                     -----

Income from investment operations
Net investment income...........................       .04
Net realized and unrealized gain (loss) on
   investment transactions......................     (.05)
                                                     -----

   Total from investment operations.............     (.01)
                                                     -----

Less distributions
Dividends from net investment income............     (.04)
Distributions from net realized gains...........        --
                                                     -----

   Total distributions..........................     (.04)
                                                     -----

Net asset value, end of period..................    $11.36
                                                     -----
                                                     -----

TOTAL RETURN(b):................................    (0.27)%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000).................    $  216(e)
Average net assets (000)........................    $   15(e)
Ratios to average net assets:
   Expenses, including distribution fees........      1.57%(c)
   Expenses, excluding distribution fees........       .82%(c)
   Net investment income........................      5.06%(c)
Portfolio turnover rate.........................        33%
</TABLE>

<TABLE>
<C>  <S>
- ---------------
 (a) Net of management fee waiver.
 (b) Total return does not consider the effects of sales loads. Total return is calculated assuming a purchase of shares on the
     first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions.
     Total returns for periods of less than a full year are not annualized.
 (c) Annualized.
 (d) Commencement of offering of Class C shares.
 (e) Amounts are actual and not rounded to the nearest thousand.
</TABLE>

- --------------------------------------------------------------------------------
                                            See Notes to Financial Statements.


                                      B-111

<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Independent Auditors' Report                    MASSACHUSETTS SERIES
- --------------------------------------------------------------------------------
The Shareholders and Board of Trustees
Prudential Municipal Series Fund, Massachusetts Series
We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Prudential Municipal Series Fund, Massachusetts
Series, as of August 31, 1995, the related statements of operations for the year
then ended and of changes in net assets for each of the two years in the period
then ended, and the financial highlights for each of the five years in the
period then ended. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights 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 and financial
highlights 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 the securities owned as of
August 31, 1995 by correspondence with the custodian and brokers; where replies
were not received from brokers, we performed other auditing procedures. 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 and financial highlights present
fairly, in all material respects, the financial position of Prudential Municipal
Series Fund, Massachusetts Series, as of August 31, 1995, the results of its
operations, the changes in its net assets, and its financial highlights for the
respective stated periods in conformity with generally accepted accounting
principles.
DELOITTE & TOUCHE LLP
New York, New York
October 16, 1995

                                      B-112


<PAGE>

Portfolio of Investments as                   PRUDENTIAL MUNICIPAL SERIES FUND
of August 31, 1995                            MASSACHUSETTS MONEY MARKET SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                   Moody's                               Principal
                                                                    Rating      Interest     Maturity     Amount         Value
Description (a)                                                  (Unaudited)      Rate         Date        (000)       (Note 1)
<S>                                                              <C>            <C>         <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------
SHORT-TERM INVESTMENTS--102.4%
- ------------------------------------------------------------------------------------------------------------------------------
Boston Wtr. & Swr. Comn.,
   Ser. 85A, F.R.W.D.                                            VMIG1            3.40%        9/06/95    $   400     $   400,000
   Ser. 94A, F.R.W.D.                                            VMIG1            3.45         9/07/95      2,400       2,400,000
Dist. of Columbia, Gen. Oblig., Ser. 92A-3, F.R.D.D.             VMIG1            3.70         9/01/95        600         600,000
Greenfield Mass. Unlimited Tax Gen. Oblig., Ser. 91              Aaa              8.00        10/15/95        725         727,578
Gulf Coast Ind. Dev. Auth., Citgo Petroleum, Ser. 95,
   F.R.D.D.                                                      VMIG1            3.70         9/01/95        400         400,000
Holyoke Poll. Ctrl. Rev., Ser. 88, F.R.W.D.                      A-1+*            3.40         9/06/95        700         700,000
Jackson County Miss. Ind. Swg. Facs. Rev., Chevron Inc.
   Project, Ser. 94, F.R.D>D.                                    P1               3.65         9/01/95      2,200       2,200,000
Marlborough Mass., B.A.N                                         NR               3.75         2/29/96      2,000       2,002,336
Mass. Bay Trans. Auth.,
   Ser. A, T.E.C.P.                                              P1               3.75         9/15/95      1,500       1,500,000
   Ser. B, Notes                                                 MIG2             5.00         9/08/95        250         250,050
   Ser. C, T.E.C.P.                                              A-1+*            3.85        10/13/95      1,000       1,000,000
   Ser. 84A, S.E.M.O.T.                                          VMIG1            3.75         3/01/96      1,000       1,000,000
Mass. Comnwlth., Ded. Inc.Tax, Ser., 90B, F.R.D.D.               VMIG1            3.20         9/01/95      1,350       1,350,000
Mass. Edl. Loan & Auth., Ser. 95A, F.R.W.D.                      NR               3.15         9/06/95      1,500       1,500,000
Mass. Hlth. & Edl. Facs. Auth. Rev.,
   Boston Univ. Ser. 85H, T.E.C.P.                               VMIG1            3.70         9/07/95      2,000       2,000,000
   Cap. Asset Prog., Ser. D, F.R.W.D.                            VMIG1            3.35         9/06/95      2,000       2,000,000
   Cap. Asset Prog., Ser. 85B, F.R.D.D.                          VMIG1            3.35         9/01/95        500         500,000
   Cap. Asset Prog., Ser. 85C, F.R.D.D.                          VMIG1            3.35         9/01/95      1,500       1,500,000
   Harvard Univ., Ser. 85                                        Aaa              8.75        12/01/95      1,000(d)    1,013,003
   Harvard Univ., Ser. 89L, T.E.C.P.                             VMIG1            3.50        10/20/95      1,000       1,000,000
Mass. Hsg. Fin. Agcy. Rev.,
   Ser. 94A, F.R.W.D.                                            NR               3.65         9/07/95      1,000       1,000,000
   Sngl. Fam. Hsg. Rev. Bds., Ser. 5, Q.T.R.O.T.                 Aaa              3.80        12/01/95        975         975,000
   Sngl. Fam. Hsg. Rev. Bds., F.R.W.D.                           NR               3.65         9/07/95        960         960,000
Mass. Ind. Fin. Agcy. Ind. Rev.,
   Riverdale Mills, Ser. 95, F.R.W.D.                            NR               3.70         9/07/95      1,500       1,500,000
   New England Deaconess Proj., Ser. 93B, F.R.W.D.               VMIG1            3.15         9/06/95        300         300,000
   New England Pwr. Co., Ser. 93A, T.E.C.P.                      VMIG1            3.80        12/06/95      2,200       2,200,000
   Ocean Spray Cranberry, A.O.T.                                 NR               4.30        10/15/95      1,700       1,700,000
   Showa Womens Inst. Inc., Ser. 94, F.R.D.D.                    VMIG1            3.40         9/01/95      4,350       4,350,000
   United Med. Corp., Ser. 92 F.R.W.D.                           P1               3.55         9/06/95        800         800,000
Mass. Ind. Fin. Agcy. Res. Rec. Rev., Ogden Haverhill
   Proj., Ser. 92A, F.R.W.D.                                     VMIG1            3.25         9/06/95      1,000       1,000,000
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.

                                      B-113

<PAGE>

Portfolio of Investments as                   PRUDENTIAL MUNICIPAL SERIES FUND
of August 31, 1995                            MASSACHUSETTS MONEY MARKET SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                   Moody's                               Principal
                                                                    Rating      Interest     Maturity     Amount         Value
Description (a)                                                  (Unaudited)      Rate         Date        (000)       (Note 1)
<S>                                                              <C>            <C>         <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------
Mass. Mun. Whsl. Elec. Co., Pwr. Supply Sys. Rev., Ser.
   94C, F.R.W.D.                                                 VMIG1            3.50%        9/06/95    $ 1,500     $ 1,500,000
Mass. Port Auth. Rev., Multi Modal, Ser. 95B, F.R.D.D.           VMIG1            3.35         9/01/95      3,300       3,300,000
Mass. Wtr. Res. Auth., T.E.C.P.                                  P1               3.55         9/27/95      1,100       1,100,000
Mass. Wtr. Res. Auth., T.E.C.P.                                  P1               3.60        10/27/95      1,000       1,000,000
Peabody Mass., Ser. 95                                           Aa1              5.40         7/15/96        650         659,156
Puerto Rico Comnwlth.,
   Gov't Dev. Bank., Ser. 95, T.E.C.P.                           A-1+*            4.10         9/08/95      1,000       1,000,000
   Gov't Dev. Bank., Ser. 95, T.E.C.P.                           A-1+*            3.60         9/11/95      1,000       1,000,000
   Gov't Dev. Bank., Ser. 95, T.E.C.P.                           A-1+*            3.50        10/05/95      1,000       1,000,000
Puerto Rico Ind. Med. & Environ. Facs.,
   Inter Amer. Proj., Ser. 88, T.E.C.P.                          VMIG1            3.65        10/06/95        300         300,000
   Reynolds Metal Co. Proj., Ser. 83A, A.O.T.                    P1               3.75         9/01/96      2,000       1,995,140
   Schering-Plough Corp., Ser. 83A, A.O.T.                       Aa3              4.35        12/01/95      2,000       1,998,070
Puerto Rico Public Bldgs. Auth. Rev., Ser. 34, F.R.W.D.          A-1+*            3.60         9/07/95      1,000       1,000,000
Revere Hsg. Auth., Multifamily Mtge. Rev., Waters Edge
   Proj., Ser. 91C, F.R.W.D.                                     A-1*             3.90         9/01/95      1,990       1,990,000
St. Lucie Co., Ser. 93, T.E.C.P.                                 VMIG1            3.65        10/30/95      1,500       1,500,000
                                                                                                                      -----------
Total Investments--102.4%
(amortized cost-$58,170,333(c))                                                                                        58,170,333
Liabilities in excess of other assets--(2.4)%                                                                          (1,348,520)
                                                                                                                      -----------
Net Assets--100%                                                                                                      $56,821,813
                                                                                                                      -----------
                                                                                                                      -----------
</TABLE>

- ---------------
(a) The following abbreviations are used in portfolio descriptions:
    A.O.T.--Annual Optional Tender
    B.A.N.--Bond Anticipation Note.
    F.R.D.D.--Floating Rate (Daily) Demand Note (b)
    F.R.W.D.--Floating Rate (Weekly) Demand Note (b)
    Q.T.R.O.T.--Quarterly Tax & Reserve Optional Tender
    S.E.M.O.T.--Semi-Monthly Tender Offer
    T.E.C.P.--Tax-Exempt Commercial Paper
 (b) For purposes of amortized cost valuation, the maturity date of Floating
     Rate Demand Notes is considered to be the later of the next date on which
     the security can be redeemed at par or the next date on which the rate of
     interest is adjusted.
 (c) The cost of securities for federal income tax purposes is substantially
     the same as for financial reporting purposes.
 (d) Prerefunded issues are secured by escrowed cash and/or direct U.S.
     guaranteed obligations.
   * Standard & Poor's rating.
NR--Not Rated by Moody's or Standard and Poor's ratings.
The Fund's current Statement of Additional Information contains a description
of Moody's and Standard & Poor's ratings.

- --------------------------------------------------------------------------------
                                            See Notes to Financial Statements.


                                      B-114
<PAGE>

                                              PRUDENTIAL MUNICIPAL SERIES FUND
Statement of Assets and Liabilities           MASSACHUSETTS MONEY MARKET SERIES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                                                 <C>
Assets                                                                                                         August 31, 1995
Investments, at amortized cost which approximates market value................................................      $58,170,333
Cash..........................................................................................................           32,360
Receivable for investments sold...............................................................................        3,327,006
Interest receivable...........................................................................................          295,385
Receivable for Fund shares sold...............................................................................          120,839
Deferred expenses and other assets............................................................................           11,723
                                                                                                                    -----------
   Total assets...............................................................................................       61,957,646
                                                                                                                    -----------
Liabilities
Payable for investments purchased.............................................................................        3,979,646
Payable for Fund shares reacquired............................................................................        1,076,102
Accrued expenses..............................................................................................           44,569
Dividends payable.............................................................................................           24,245
Management fee payable........................................................................................            6,256
Distribution fee payable......................................................................................            3,415
Deferred Trustees' fees.......................................................................................            1,600
                                                                                                                    -----------
   Total liabilities..........................................................................................        5,135,833
                                                                                                                    -----------
Net Assets....................................................................................................      $56,821,813
                                                                                                                    -----------
                                                                                                                    -----------
Net assets were comprised of:
   Shares of beneficial interest, at $.01 par value...........................................................      $   568,218
   Paid-in capital in excess of par...........................................................................       56,253,595
                                                                                                                    -----------
Net assets, August 31, 1995...................................................................................      $56,821,813
                                                                                                                    -----------
                                                                                                                    -----------
Net asset value, offering price and redemption price per share ($56,821,813 / 56,821,813 shares of
   beneficial interest issued and outstanding; unlimited number of shares authorized).........................            $1.00
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-115

<PAGE>

PRUDENTIAL MUNICIPAL SERIES FUND
MASSACHUSETTS MONEY MARKET SERIES
Statement of Operations
- ------------------------------------------------------------
<TABLE>
<CAPTION>
                                                 Year Ended
Net Investment Income                          August 31, 1995
                                               ---------------
<S>                                            <C>
Income
   Interest.................................     $ 1,594,584
                                               ---------------
Expenses
   Management fee, net of waiver of
      $160,946..............................          53,649
   Distribution fee.........................          53,649
   Custodian's fees and expenses............          65,000
   Transfer agent's fees and expenses.......          27,000
   Reports to shareholders..................          17,000
   Registration fees........................          15,000
   Amortization of organization expenses....          12,151
   Audit fee................................          10,500
   Legal fees...............................          10,000
   Trustees' fees...........................           3,200
   Miscellaneous............................           1,983
                                               ---------------
      Total expenses........................         269,132
Less: custodian fee credit..................         (23,554)
                                               ---------------
      Net expenses..........................         245,578
                                               ---------------
Net investment income.......................       1,349,006
                                               ---------------
Realized Loss on investments
Net realized loss on investment
   transactions.............................            (663)
                                               ---------------
Net Increase in Net Assets
Resulting from Operations...................     $ 1,348,343
                                               ---------------
                                               ---------------
</TABLE>

PRUDENTIAL MUNICIPAL SERIES FUND
MASSACHUSETTS MONEY MARKET SERIES
Statement of Changes in Net Assets
- ------------------------------------------------------------

<TABLE>
<CAPTION>
Increase                              Year Ended August 31,
<S>                               <C>              <C>
in Net Assets                         1995             1994
Operations
   Net investment income........  $   1,349,006    $     789,061
   Net realized loss on
      investment transactions...           (663)              --
                                  -------------    -------------
   Net increase in net assets
      resulting from
      operations................      1,348,343          789,061
                                  -------------    -------------
Dividends to shareholders (Note
   1)...........................     (1,348,343)        (789,061)
                                  -------------    -------------
Series share transactions
   (at $1 per share)
   Net proceeds from shares
      sold......................    209,358,640      147,907,523
   Net asset value of shares
      issued to shareholders in
      reinvestment of
      dividends.................      1,276,924          757,067
   Cost of shares reacquired....   (191,091,855)    (147,994,192)
                                  -------------    -------------
   Net increase in net assets
      from Series share
      transactions..............     19,543,709          670,398
                                  -------------    -------------
Total increase..................     19,543,709          670,398
Net Assets
Beginning of year...............     37,278,104       36,607,706
                                  -------------    -------------
End of year.....................  $  56,821,813    $  37,278,104
                                  -------------    -------------
                                  -------------    -------------
</TABLE>

- --------------------------------------------------------------------------------
                                            See Notes to Financial Statements.


                                      B-116

<PAGE>

                                              PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                 MASSACHUSETTS MONEY MARKET SERIES
- --------------------------------------------------------------------------------
Prudential Municipal Series Fund (the ``Fund'') is registered under the
Investment Company Act of 1940, as an open-end investment company. The Fund was
organized as a Massachusetts business trust on May 18, 1984 and consists of
seventeen series. The monies of each series are invested in separate,
independently managed portfolios. The Massachusetts Money Market Series (the
``Series'') commenced investment operations on August 5, 1991. The Series is
non-diversified and seeks to provide the highest level of income that is exempt
from Massachusetts State, local and federal income taxes with the minimum of
risk by investing in ``investment grade'' tax-exempt securities having a
maturity of thirteen months or less and whose ratings are within the two highest
ratings categories by a nationally recognized statistical rating organization,
or if not rated, are of comparable quality. The ability of the issuers of the
securities held by the Series to meet their obligations may be affected by
economic developments in a specific state, industry or region.

- ------------------------------------------------------------
Note 1. Accounting Policies

The following is a summary of significant accounting policies followed by the
Fund, and the Series, in the preparation of its financial statements.

Securities Valuations: Portfolio securities of the Series are valued at
amortized cost, which approximates market value. The amortized cost method of
valuation involves valuing a security at its cost on the date of purchase and
thereafter assuming a constant amortization to maturity of any discount or
premium.

All securities are valued as of 4:30 P.M., New York time.

Securities Transactions and Investment Income: Securities transactions are
recorded on the trade date. Realized gains and losses on sales of investments
are calculated on the identified cost basis. Interest income is recorded on the
accrual basis.

Federal Income Taxes: For federal income tax purposes, each series in the Fund
is treated as a separate taxpaying entity. It is the intent of the Series to
continue to meet the requirements of the Internal Revenue Code applicable to
regulated investment companies and to distribute all of its net income to
shareholders. For this reason and because substantially all of the Series' gross
income consists of tax-exempt interest, no federal income tax provision is
required.

Dividends: The Series declares daily dividends from net investment income.
Payment of dividends is made monthly. Income distributions and capital gain
distributions are determined in accordance with income tax regulations which may
differ from generally accepted accounting principles.

Deferred Organization Expenses: The Series incurred approximately $51,000 in
organization and initial registration expenses. Such amount has been deferred
and is being amortized over a period of 60 months ending July 1996.

Custody Fee Credits: The Series has an arrangement with its custodian bank,
whereby uninvested monies earn credits which reduce the fees charged by the
custodian.

- ------------------------------------------------------------
Note 2. Agreements

The Fund has a management agreement with Prudential Mutual Fund Management, Inc.
(``PMF''). Pursuant to this agreement, PMF has responsibility for all investment
advisory services and supervises the subadviser's performance of such services.
PMF has entered into a subadvisory agreement with The Prudential Investment
Corporation (``PIC''); PIC furnishes investment advisory services in connection
with the management of the Fund. PMF pays for the cost of the subadviser's
services, the compensation of officers of the Fund, occupancy and certain
clerical and bookkeeping costs of the Fund. The Fund bears all other costs and
expenses.

The management fee paid PMF is computed daily and payable monthly, at an annual
rate of .50 of 1% of the average daily net assets of the Series. For the fiscal
year ended August 31, 1995, PMF voluntarily waived 75% of its management fee.
The amount of fees waived for the fiscal year ended August 31, 1995 amounted to
$160,946 ($.003 per share; .375% of average net assets).

The Fund has a distribution agreement with Prudential Mutual Fund Distributors,
Inc. (``PMFD''). To reimburse PMFD for its expenses incurred pursuant to a plan
of distribution, the Fund pays PMFD a reimbursement, accrued daily and payable
monthly, at an annual rate of .125 of 1% of the Series' average daily net
assets. PMFD pays various broker-dealers, including Prudential Securities
Incorporated (``PSI'') and Pruco Securities Corporation, affiliated
broker-dealers, for account servicing fees and other expenses incurred by such
broker-dealers.

PMFD is a wholly-owned subsidiary of PMF; PSI, PMF and PIC are (indirect)
wholly-owned subsidiaries of The Prudential Insurance Company of America.

- ------------------------------------------------------------
Note 3. Other Transactions with Affiliates

Prudential Mutual Fund Services, Inc. (``PMFS''), a wholly-owned subsidiary of
PMF, serves as the Fund's transfer agent. During the year ended August 31, 1995,
the Series incurred fees of approximately $24,000 for the services of PMFS. As
of August 31, 1995, approximately $1,900 of such fees were due to PMFS. Transfer
agent fees and expenses in the Statement of Operations also includes certain
out-of-pocket expenses paid to non-affiliates.

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



                                      B-117

<PAGE>

                                              PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                          MASSACHUSETTS MONEY MARKET SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                                August 5,
                                                                                                                 1991(a)
                                                                           Year Ended August 31,                 through
                                                                -------------------------------------------     August 31,
                                                                 1995        1994        1993        1992          1991
                                                                -------     -------     -------     -------        -----
<S>                                                             <C>         <C>         <C>         <C>         <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period........................    $  1.00     $  1.00     $  1.00     $  1.00       $ 1.00
Net investment income and realized gains(c).................       .031        .019        .021        .034         .003
Dividends and distributions to shareholders.................      (.031)      (.019)      (.021)      (.034)       (.003)
                                                                -------     -------     -------     -------        -----
Net asset value, end of period..............................    $  1.00     $  1.00     $  1.00     $  1.00       $ 1.00
                                                                -------     -------     -------     -------        -----
                                                                -------     -------     -------     -------        -----
TOTAL RETURN(d):............................................       3.10%       1.89%       2.17%       3.44%        0.29%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000).............................    $56,822     $37,278     $36,608     $18,019       $6,365
Average net assets (000)....................................    $42,919     $42,427     $32,246     $15,477       $3,200
Ratio to average net assets:(c)
   Expenses, including distribution fee.....................       .627%       .620%       .365%       .125%        .125%(b)
   Expenses, excluding distribution fee.....................       .502%       .495%       .240%        .00%         .00%(b)
   Net investment income....................................       3.14%       1.86%       2.11%       3.20%        4.46%(b)
</TABLE>

- ---------------
 (a) Commencement of investment operations.
 (b) Annualized.
 (c) Net of management fee waiver and expense subsidy.
 (d) Total return includes reinvestment of dividends and distributions. Total
     returns for periods of less than a full year are not annualized.

- --------------------------------------------------------------------------------
                                            See Notes to Financial Statements.

                                      B-118

<PAGE>

                                              PRUDENTIAL MUNICIPAL SERIES FUND
Independent Auditors' Report                  MASSACHUSETTS MONEY MARKET SERIES
- --------------------------------------------------------------------------------
The Shareholders and Board of Trustees
Prudential Municipal Series Fund, Massachusetts Money Market Series

We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Prudential Municipal Series Fund, Massachusetts
Money Market Series, as of August 31, 1995, the related statements of operations
for the year then ended and of changes in net assets for each of the two years
in the period then ended, and the financial highlights for each of the four
years in the period then ended and for the period August 5, 1991 (commencement
of investment operations) through August 31, 1991. These financial statements
and financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights 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 and financial
highlights 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 the securities owned as of
August 31, 1995 by correspondence with the custodian and brokers; where replies
were not received from brokers, we performed other auditing procedures. 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 and financial highlights present
fairly, in all material respects, the financial position of Prudential Municipal
Series Fund, Massachusetts Money Market Series, as of August 31, 1995, the
results of its operations, the changes in its net assets, and its financial
highlights for the respective stated periods in conformity with generally
accepted accounting principles.


DELOITTE & TOUCHE LLP
New York, New York
October 16, 1995

                                      B-119

<PAGE>


Portfolio of Investments as of                 PRUDENTIAL MUNICIPAL SERIES FUND
August 31, 1995                                MICHIGAN SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                   Moody's                               Principal
                                                                    Rating      Interest     Maturity     Amount         Value
Description (a)                                                  (Unaudited)      Rate         Date        (000)       (Note 1)
<S>                                                              <C>            <C>         <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------
LONG-TERM INVESTMENTS--96.7%
- ------------------------------------------------------------------------------------------------------------------------------
Adams Twnshp. Sch. Dist. Rev., Gen. Oblig., A.M.B.A.C.           Aaa              6.60%        5/01/24   $  1,000     $ 1,053,750
Arpt. Michigan Comm. Sch. Dist., A.M.B.A.C.                      Aaa              5.125        5/01/22      1,535       1,377,877
Breitung Twnshp. Sch. Dist. Rev., Gen. Oblig., M.B.I.A.          Aaa              6.30         5/01/15        250         257,363
Canton Charter Twnshp. Bldg. Auth.,
   Wayne Cnty. Golf Course, F.S.A.                               Aaa              4.75         1/01/11        450         398,214
   Wayne Cnty. Golf Course, F.S.A.                               Aaa              4.75         1/01/12        450         393,610
   Wayne Cnty. Golf Course, F.S.A.                               Aaa              4.75         1/01/13        500         432,205
   Wayne Cnty. Golf Course, F.S.A.                               Aaa              4.75         1/01/14        500         430,530
Central Michigan Univ. Rev.                                      A                7.00        10/01/10        700 (b)     789,509
Chippewa Valley Sch. Dist., F.G.I.C.                             Aaa              5.00         5/01/21      2,400       2,118,888
Detroit Econ. Dev. Corp., Res. Rec. Rev., Ser. A, F.S.A.         Aaa              6.875        5/01/09      1,000       1,078,730
Detroit Wtr. Supply Sys. Rev.,
   F.G.I.C.                                                      Aaa              4.75         7/01/19      1,000         843,610
   F.G.I.C.                                                      Aaa              5.00         7/01/23      1,250       1,098,550
Detroit Sewage Disp. Rev., F.G.I.C.                              Aaa              5.70         7/01/23      2,000       1,895,860
Detroit St. Aid, Gen. Oblig.                                     Baa              5.625        5/01/97      1,500       1,523,325
Dickinson Cnty., Mem. Hosp. Sys. Rev.                            Ba1              8.00        11/01/14      1,000       1,013,800
Ferris St. Univ. Gen. Rev., A.M.B.A.C.                           Aaa              5.80        10/01/05        440         467,949
Grand Rapids San. Swr. Sys. Rev.                                 A1               7.00         1/01/16        500         533,925
Guam Pwr. Auth. Rev., Ser. A                                     BBB(e)           6.625       10/01/14      1,000       1,024,770
Holland Sch. Dist., A.M.B.A.C.                                   Aaa              Zero         5/01/15      2,400         732,648
Huron Valley Sch. Dist., Gen. Oblig., F.G.I.C.                   Aaa              Zero         5/01/10      3,500       1,487,500
Jackson Cnty., Hosp. Fin. Auth. Rev., Ser. A, F.G.I.C.           Aaa              5.25         6/01/23      1,500       1,350,555
Kent Hosp. Fac. Fin. Auth. Rev., Blodgette Mem. Med. Ctr.,
   Ser. A                                                        A                7.25         7/01/05        500         540,100
Lincoln Sch. Dist., Gen. Oblig., F.G.I.C.                        Aaa              5.80         5/01/14        500         494,335
Michigan Higher Ed., Student Loan Auth. Rev., Ser. XIII-A,
   M.B.I.A.                                                      Aaa              7.55        10/01/08        500         546,875
Michigan Pub. Pwr. Agcy. Rev.,
   Belle River Proj., Ser. A                                     A1               5.25         1/01/18      1,250       1,132,500
   Belle River Proj.                                             A1               5.00         1/01/19      1,000         870,670
Michigan St. Hosp. Fin. Auth. Rev.,
   Bay Med. Ctr., Ser. A                                         Baa1             8.25         7/01/12      2,000       2,136,180
   Henry Ford Hosp.                                              Aaa              9.00         5/01/08      2,340       2,961,130
   Hosp. Genesys Hlth. Sys.                                      Baa              8.125       10/01/21      1,000       1,074,550
   Hosp. Genesys Hlth. Sys.                                      Baa              7.50        10/01/27        500         510,930
   Hosp. Pontiac Osteopathic, Ser. A                             Baa1             6.00         2/01/24        900         785,583
   McLaren Obligated Group, Ser. A                               Aaa              7.50         9/15/21        800(b)      935,104
   Oakwood Hosp. Obligated Group, F.G.I.C.                       Aaa              6.95         7/01/02      1,000(b)(c) 1,123,260
   Sisters of Mercy, Ser. H, M.B.I.A.                            Aaa              7.50         8/15/07      2,000       2,179,100
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.

                                      B-120

<PAGE>


Portfolio of Investments as of                 PRUDENTIAL MUNICIPAL SERIES FUND
August 31, 1995                                MICHIGAN SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                   Moody's                               Principal
                                                                    Rating      Interest     Maturity     Amount         Value
Description (a)                                                  (Unaudited)      Rate         Date        (000)       (Note 1)
<S>                                                              <C>            <C>         <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------
Michigan St. Hsg. Dev. Auth. Rev.,
   Multifamily Mtge. Insured Hsg., Ser. A                        A+(e)            7.15%        4/01/10   $  1,000     $ 1,057,640
   Multifamily Mtge. Insured Hsg., Ser. A                        A+(e)            7.70         4/01/23        500         532,010
   Sngl. Fam. Mtge., Ser. A                                      AA(e)            7.70        12/01/16        370         397,361
Michigan St. Strategic Fund Ltd. Obligated Rev.,
   Waste Mgmt. Inc. Proj.                                        A1               6.625       12/01/12      2,000       2,066,000
Michigan St. Trunk Line Hwy.,
   Ser. A, A.M.B.A.C.                                            Aaa              Zero        10/01/05      2,600       1,534,234
   Ser. A, A.M.B.A.C.                                            Aaa              Zero        10/01/06      1,250         691,012
Michigan St. Univ. Rev., Ser. A                                  A1               5.50         8/15/22        640         590,278
Monroe Cnty. Poll. Ctrl. Rev., Detroit Edison Co., F.G.I.C.      Aaa              7.65         9/01/20      2,000       2,248,940
Mt. Pleasant Wtr. Rev., Wtr. & Swr.,
   M.B.I.A.                                                      Aaa              5.00         2/01/22        520         458,354
   M.B.I.A.                                                      Aaa              4.00         2/01/23        550         401,715
   M.B.I.A.                                                      Aaa              4.00         2/01/24        585         425,061
Oak Park, Gen. Oblig.,
   A.M.B.A.C.                                                    Aaa              7.00         5/01/11        375(b)      429,128
   A.M.B.A.C.                                                    Aaa              7.00         5/01/12        400(b)      457,736
Oakland Cnty., Leuders Drainage Dept., A.M.B.A.C.                Aaa              5.50         5/01/09        350         348,971
Oakland Univ. Rev., Gen. Oblig., M.B.I.A.                        Aaa              5.75         5/15/26      1,400       1,358,644
Posen Cons. Sch. Dist., Sch. Dist. No. 9, M.B.I.A.               Aaa              6.75         5/01/22      1,000       1,076,060
Puerto Rico Commonwlth. Hwy. Auth. Rev.,
   Ser. Q                                                        Baa1             7.75         7/01/16      1,500(b)    1,742,595
   M.B.I.A.                                                      Aaa              5.782        7/01/08      2,000       2,068,460
Puerto Rico Elec. Pwr. Auth. Rev., Ser. N                        Baa1             7.125        7/01/14        920         992,395
Puerto Rico Ind., Tourist, Edu., Med. & Envir. Ctrl. Facs.,
   Hosp. Auxilio Mutuo Oblig. Grp. A, M.B.I.A.                   Aaa              6.25         7/01/24      1,000       1,021,880
Saginaw Valley St. Univ. Gen. Rev., M.B.I.A.                     Aaa              5.375        7/01/16        790         744,172
St. Clair Cnty., Wtr. Supply Sys. No. VII, IRA Township,
   A.M.B.A.C.                                                    Aaa              5.25         7/01/15      1,000         901,820
Tri-Cnty. Area Schs., Gen. Oblig., F.G.I.C.                      Aaa              5.25         5/01/20      2,000       1,834,400
Univ. of Michigan Major Cap. Proj. Rev.                          Aa1              5.50         4/01/13        355         341,446
Univ. of Michigan Rev.,
   Pkg. Sys. Rfdg.                                               Aa               5.00         6/01/15        500         445,195
Virgin Islands Pub. Fin. Auth. Rev., Matching Loan Notes,
   Ser. A                                                        NR               7.25        10/01/18        500         527,480
Virgin Islands Wtr. & Pwr. Auth., Elec. Sys. Rev., Ser. A        NR               7.40         7/01/11        500         531,620
Warren Cons. Sch. Dist., Consolidated Sch. Dist., Ser. II,
   F.G.I.C.                                                      Aaa              5.25         5/01/21      1,000         915,740
Wayne Cnty. Arpt. Rev., M.B.I.A.                                 Aaa              6.125       12/01/24        500         502,565
Wayne Cnty. Bldg. Auth., Ser. A                                  Baa              8.00         3/01/17      1,250(b)    1,491,013
Western Michigan Univ. Gen. Rev., F.G.I.C.                       Aaa              5.00         7/15/21        500         441,240
Wyandotte Elec. Rev., M.B.I.A.                                   Aaa              6.25        10/01/08      2,000       2,185,460
                                                                                                                      -----------
Total long-term investments (cost $63,241,333)                                                                         66,354,110
</TABLE>

- --------------------------------------------------------------------------------
                                             See Notes to Financial Statements.

                                      B-121

<PAGE>


Portfolio of Investments as of                 PRUDENTIAL MUNICIPAL SERIES FUND
August 31, 1995                                MICHIGAN SERIES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                   Moody's                               Principal
                                                                    Rating      Interest     Maturity     Amount         Value
Description (a)                                                  (Unaudited)      Rate         Date        (000)       (Note 1)
<S>                                                              <C>            <C>         <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------
SHORT-TERM INVESTMENTS--0.3%
Michigan Strategic Fund Poll. Ctrl. Rev., Consumers Pwr.
   Proj., F.R.D.D., Ser. 88A
   (cost $200,000)                                               P-1              3.55%        9/01/95   $    200     $   200,000
                                                                                                                      -----------
Total Investments--97.0%
(cost $63,441,333; Note 4)                                                                                             66,554,110
Other assets in excess of liabilities--3.0%                                                                             2,029,503
                                                                                                                      -----------
Net Assets--100%                                                                                                      $68,583,613
                                                                                                                      -----------
                                                                                                                      -----------
</TABLE>

- ---------------
(a) The following abbreviations are used in portfolio descriptions:
    A.M.B.A.C.--American Municipal Bond Assurance Corporation.
    F.G.I.C.--Financial Guaranty Insurance Company.
    F.R.D.D.--Floating Rate (Daily) Demand Note(d).
    F.S.A.--Financial Security Assurance.
    M.B.I.A.--Municipal Bond Insurance Association.
 (b) Prerefunded issues are secured by escrowed cash and/or
     direct U.S. guaranteed obligations.
 (c) Pledged as initial margin on financial futures contracts.
 (d) For purposes of amortized cost valuation, the maturity date of Floating
     Rate Demand Notes is considered to be the later of the next date on which
     the security can be redeemed at par or the next date on which the rate of
     interest is adjusted.
 (e) Standard & Poor's rating.

NR--Not Rated by Moody's or Standard & Poor's.
The Fund's current Statement of Additional Information contains a description
of Moody's and Standard & Poor's ratings.

- --------------------------------------------------------------------------------
See Notes to Financial Statements.

                                       B-122

<PAGE>

                                               PRUDENTIAL MUNICIPAL SERIES FUND
Statement of Assets and Liabilities            MICHIGAN SERIES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                                                 <C>
Assets                                                                                                         August 31, 1995
Investments, at value (cost $63,441,333)......................................................................      $66,554,110
Cash..........................................................................................................           60,311
Interest receivable...........................................................................................        1,077,967
Receivable for investments sold...............................................................................        1,044,792
Receivable for Fund shares sold...............................................................................           16,297
Other assets..................................................................................................            1,814
                                                                                                                    -----------
   Total assets...............................................................................................       68,755,291
                                                                                                                    -----------
Liabilities
Accrued expenses..............................................................................................           50,427
Dividends payable.............................................................................................           35,908
Management fee payable........................................................................................           25,921
Payable for Fund shares reacquired............................................................................           23,957
Distribution fee payable......................................................................................           19,803
Due to broker-variation margin payable........................................................................           14,062
Deferred trustee fees.........................................................................................            1,600
                                                                                                                    -----------
   Total liabilities..........................................................................................          171,678
                                                                                                                    -----------
Net Assets....................................................................................................      $68,583,613
                                                                                                                    -----------
                                                                                                                    -----------
Net assets were comprised of:
   Shares of beneficial interest, at par......................................................................      $    57,725
   Paid-in capital in excess of par...........................................................................       64,831,781
                                                                                                                    -----------
                                                                                                                     64,889,506
   Accumulated net realized gain on investments...............................................................          598,830
   Net unrealized appreciation on investments.................................................................        3,095,277
                                                                                                                    -----------
   Net assets, August 31, 1995................................................................................      $68,583,613
                                                                                                                    -----------
                                                                                                                    -----------
Class A:
   Net asset value and redemption price per share
      ($27,024,496 / 2,273,555 shares of beneficial interest issued and outstanding)..........................           $11.89
   Maximum sales charge (3.0% of offering price)..............................................................              .37
                                                                                                                    -----------
   Maximum offering price to public...........................................................................           $12.26
                                                                                                                    -----------
                                                                                                                    -----------
Class B:
   Net asset value, offering price and redemption price per share
      ($41,459,262 / 3,490,489 shares of beneficial interest issued and outstanding)..........................           $11.88
                                                                                                                    -----------
                                                                                                                    -----------
Class C:
   Net asset value, offering price and redemption price per share
      ($99,855 / 8,407 shares of beneficial interest issued and outstanding)..................................           $11.88
                                                                                                                    -----------
                                                                                                                    -----------
</TABLE>

- --------------------------------------------------------------------------------
                                             See Notes to Financial Statements.


                                      B-123

<PAGE>


PRUDENTIAL MUNICIPAL SERIES FUND             PRUDENTIAL MUNICIPAL SERIES FUND
MICHIGAN SERIES                              MICHIGAN SERIES
Statement of Operations                      Statement of Changes in Net Assets
- ------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>
                                                 Year Ended
Net Investment Income                          August 31, 1995
<S>                                            <C>
Income
   Interest.................................     $ 4,423,046
                                               ---------------
Expenses
   Management fee, net waiver of $22,911....         323,133
   Distribution fee--Class A................          16,932
   Distribution fee--Class B................         261,080
   Distribution fee--Class C................             458
   Custodian's fees and expenses............          94,000
   Reports to shareholders..................          65,000
   Transfer agent's fees and expenses.......          57,000
   Registration fees........................          42,000
   Audit fee................................          11,000
   Legal fees...............................          10,000
   Trustees' fees...........................           3,200
   Miscellaneous............................           7,168
                                               ---------------
      Total expenses........................         890,971
   Less: custodian fee credit...............          (2,591)
                                               ---------------
      Net expenses..........................         888,380
                                               ---------------
Net investment income.......................       3,534,666
                                               ---------------
Realized and Unrealized
Gain (Loss) on Investments
Net realized gain (loss) on:
   Investment transactions..................       1,174,983
   Financial futures contract
      transactions..........................        (329,952)
                                               ---------------
                                                     845,031
                                               ---------------
Net change in unrealized
   appreciation/depreciation of:
   Investments..............................        (146,487)
   Financial futures contracts..............          38,125
                                               ---------------
                                                    (108,362)
                                               ---------------
Net gain on investments.....................         736,669
                                               ---------------
Net Increase in Net Assets
Resulting from Operations...................     $ 4,271,335
                                               ---------------
                                               ---------------
</TABLE>

<TABLE>
<CAPTION>
Increase (Decrease)                    Year Ended August 31,
<S>                                 <C>             <C>
in Net Assets                           1995            1994
Operations
   Net investment income..........  $  3,534,666    $  3,752,311
   Net realized gain on investment
      transactions................       845,031         455,336
   Net change in unrealized
      appreciation/depreciation of
      investments.................      (108,362)     (4,917,813)
                                    ------------    ------------
   Net increase (decrease) in net
      assets resulting from
      operations..................     4,271,335        (710,166)
                                    ------------    ------------
Dividends and distributions (Note
   1):
   Dividends from net investment
      income
      Class A.....................      (898,307)       (237,966)
      Class B.....................    (2,633,512)     (3,514,345)
      Class C.....................        (2,847)             --
                                    ------------    ------------
                                      (3,534,666)     (3,752,311)
                                    ------------    ------------
   Distributions from net realized
      gains
      Class A.....................       (12,146)        (25,697)
      Class B.....................      (177,027)       (429,245)
      Class C.....................           (43)             --
                                    ------------    ------------
                                        (189,216)       (454,942)
                                    ------------    ------------
Series share transactions (net of
   share conversions) (Note 5):
   Net proceeds from shares
      sold........................     4,796,012      13,225,456
   Net asset value of shares
      issued in reinvestment of
      dividends and
      distributions...............     2,351,573       2,730,066
   Cost of shares reacquired......   (13,930,082)    (10,334,965)
                                    ------------    ------------
   Net increase (decrease) in net
      assets from Series share
      transactions................    (6,782,497)      5,620,557
                                    ------------    ------------
Total increase (decrease).........    (6,235,044)        703,138
Net Assets
Beginning of year.................    74,818,657      74,115,519
                                    ------------    ------------
End of year.......................  $ 68,583,613    $ 74,818,657
                                    ------------    ------------
                                    ------------    ------------
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-124

<PAGE>

                                               PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                  MICHIGAN SERIES
- --------------------------------------------------------------------------------
Prudential Municipal Series Fund (the ``Fund'') is registered under the
Investment Company Act of 1940, as an open-end investment company. The Fund was
organized as a Massachusetts business trust on May 18, 1984 and consists of
seventeen series. The monies of each series are invested in separate,
independently managed portfolios. The Michigan Series (the ``Series'') commenced
investment operations in September, 1984. The Series is diversified and seeks to
achieve its investment objective of obtaining the maximum amount of income
exempt from federal and applicable state income taxes with the minimum of risk
by investing in ``investment grade'' tax-exempt securities whose ratings are
within the four highest ratings categories by a nationally recognized
statistical rating organization or, if not rated, are of comparable quality. The
ability of the issuers of the securities held by the Series to meet their
obligations may be affected by economic or political developments in a specific
state, industry or region.
- ------------------------------------------------------------
Note 1. Accounting Policies
The following is a summary of significant accounting policies followed by the
Fund, and the Series, in the preparation of its financial statements.
Securities Valuations: The Fund values municipal securities (including
commitments to purchase such securities on a ``when-issued'' basis) on the basis
of prices provided by a pricing service which uses information with respect to
transactions in bonds, quotations from bond dealers, market transactions in
comparable securities and various relationships between securities in
determining values. If market quotations are not readily available from such
pricing service, a security is valued at its fair value as determined under
procedures established by the Trustees.
Short-term securities which mature in more than 60 days are valued at current
market quotations. Short-term securities which mature in 60 days or less are
valued at amortized cost.
All securities are valued as of 4:15 P.M., New York time.
Financial Futures Contracts: A financial futures contract is an agreement to
purchase (long) or sell (short) an agreed amount of securities at a set price
for delivery on a future date. Upon entering into a financial futures contract,
the Series is required to pledge to the broker an amount of cash and/or other
assets equal to a certain percentage of the contract amount. This amount is
known as the ``initial margin''. Subsequent payments, known as ``variation
margin'', are made or received by the Series each day, depending on the daily
fluctuations in the value of the underlying security. Such variation margin is
recorded for financial statement purposes on a daily basis as unrealized gain or
loss. When the contract expires or is closed, the gain or loss is realized and
is presented in the statement of operations as net realized gain (loss) on
financial futures contracts.
The Series invests in financial futures contracts in order to hedge it's
existing portfolio securities, or securities the Series intends to purchase,
against fluctuations in value caused by changes in prevailing interest rates.
Should interest rates move unexpectedly, the Series may not achieve the
anticipated benefits of the financial futures contracts and may realize a loss.
The use of futures transactions involves the risk of imperfect correlation in
movements in the price of futures contracts, interest rates and the underlying
hedged assets.
Securities Transactions and Investment Income: Securities transactions are
recorded on the trade date. Realized gains and losses on sales of securities are
calculated on the identified cost basis. Interest income is recorded on the
accrual basis. The Series amortizes premiums and original issue discount paid on
purchases of portfolio securities as adjustments to interest income.
Net investment income (other than distribution fees) and unrealized and realized
gains or losses are allocated daily to each class of shares based upon the
relative proportion of net assets of each class at the beginning of the day.
Federal Income Taxes: For federal income tax purposes, each series in the Fund
is treated as a separate taxpaying entity. It is the intent of the Series to
meet the requirements of the Internal Revenue Code applicable to regulated
investment companies and to distribute all of its net income to shareholders.
For this reason and because substantially all of the Series' gross income
consists of tax-exempt interest, no federal income tax provision is required.
Dividends and Distributions: The Series declares daily dividends from net
investment income. Payment of dividends is made monthly. Distributions of net
capital gains, if any, are made annually.
Income distributions and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted accounting
principles.
- ------------------------------------------------------------
Note 2. Agreements
The Fund has a management agreement with Prudential Mutual Fund Management, Inc.
(``PMF''). Pursuant to this agreement, PMF has responsibility for all investment
advisory services and supervises the subadviser's

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


                                      B-125

<PAGE>

                                               PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                  MICHIGAN SERIES
- --------------------------------------------------------------------------------
performance of such services. PMF has entered into a subadvisory agreement with
The Prudential Investment Corporation (``PIC''). PIC furnishes investment
advisory services in connection with the management of the Fund. PMF pays for
the services of PIC, the cost of compensation of officers of the Fund, occupancy
and certain clerical and bookkeeping costs of the Fund. The Fund bears all other
costs and expenses.
The management fee paid PMF is computed daily and payable monthly, at an annual
rate of .50 of 1% of the average daily net assets of the Series. Effective
January 1, 1995, PMF has agreed to waive a portion (.05 of 1% of the Series'
average daily net assets) of its management fee, which amounted to $22,911
($0.004 per share for Class A, B and C shares; .03% of average net assets). The
Series' is not required to reimburse PMF for such waiver.
The Fund has distribution agreements with Prudential Mutual Fund Distributors,
Inc. (``PMFD''), which acts as the distributor of the Class A shares of the
Fund, and with Prudential Securities Incorporated (``PSI''), which acts as
distributor of the Class B and Class C shares of the Fund (collectively the
``Distributors''). The Fund compensates the Distributors for distributing and
servicing the Fund's Class A, Class B and Class C shares, pursuant to plans of
distribution (the ``Class A, B and C Plans''), regardless of expenses actually
incurred by them. The distribution fees are accrued daily and payable monthly.
Pursuant to the Class A, B and C Plans, the Fund compensates the Distributors
for distribution-related activities at an annual rate of up to .30 of 1%, .50 of
1% and 1%, of the average daily net assets of the Class A, B and C shares,
respectively. Such expenses under the Plans were .10 of 1%, .50 of 1% and .75 of
1% of the average daily net assets of the Class A, B and C shares, respectively,
for the fiscal year ended August 31, 1995.
PMFD has advised the Series that it has received approximately $8,100 in
front-end sales charges resulting from sales of Class A shares during the fiscal
year ended August 31, 1995. From these fees, PMFD paid such sales charges to PSI
and Pruco Securities Corporation, affiliated broker-dealers, which in turn paid
commissions to salespersons and incurred other distribution costs.
PSI has advised the Series that for the fiscal year ended August 31, 1995, it
received approximately $127,100 in contingent deferred sales charges imposed
upon certain redemptions by Class B shareholders.
PMFD is a wholly-owned subsidiary of PMF; PSI, PMF and PIC are indirect,
wholly-owned subsidiaries of The Prudential Insurance Company of America.
- ------------------------------------------------------------
Note 3. Other Transactions with Affiliates
Prudential Mutual Fund Services, Inc. (``PMFS''), a wholly-owned subsidiary of
PMF, serves as the Fund's transfer agent. During the fiscal year ended August
31, 1995, the Series incurred fees of approximately $39,000 for the services of
PMFS. As of August 31, 1995, approximately $3,100 of such fees were due to PMFS.
Transfer agent fees and expenses in the Statement of Operations include certain
out-of-pocket expenses paid to non-affiliates.
- ------------------------------------------------------------
Note 4. Portfolio Securities
Purchases and sales of portfolio securities of the Series, excluding short-term
investments, for the fiscal year ended August 31, 1995 were $22,270,724 and
$30,476,270, respectively.
At August 31, 1995, the Fund sold 20 financial futures contracts on the
Municipal Bond Index and 10 on the U.S. Treasury Index both of which expire in
September, 1995. The value at disposition of such contracts is $3,420,313. The
value of such contracts on August 31, 1995 was $3,402,813, thereby resulting in
an unrealized loss of $17,500.
The cost basis of investments for federal income tax purposes is substantially
the same as for financial reporting purposes and, accordingly, as of August 31,
1995, net unrealized appreciation for federal income tax purposes was $3,112,777
(gross unrealized appreciation--$3,601,842; gross unrealized
depreciation--$489,065).
- ------------------------------------------------------------
Note 5. Capital
The Series offers Class A, Class B and Class C shares. Class A shares are sold
with a front-end sales charge of up to 3.0%. Class B shares are sold with a
contingent deferred sales charge which declines from 5% to zero depending on the
period of time the shares are held. Class C shares are sold with a contingent
deferred sales charge of 1% during the first year. Class B shares will
automatically convert to Class A shares on a quarterly basis approximately seven
years after purchase.
The Fund has authorized an unlimited number of shares of beneficial interest of
each class at $.01 par value per share. Transactions in shares of

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


                                      B-126

<PAGE>

                                               PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                  MICHIGAN SERIES
- --------------------------------------------------------------------------------
beneficial interest for the fiscal years ended August 31, 1994 and 1995 were as
follows:

<TABLE>
<CAPTION>
Class A                                 Shares         Amount
- ------------------------------------  ----------    ------------
<S>                                   <C>           <C>
Year ended August 31, 1995:
Shares sold.........................      39,300    $    455,090
Shares issued in reinvestment of
  dividends
  and distributions.................      47,423         558,002
Shares reacquired...................    (207,127)     (2,427,463)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion.................    (120,404)     (1,414,371)
Shares issued upon conversion from
  Class B...........................   1,993,537      23,087,478
                                      ----------    ------------
Net increase in shares
  outstanding.......................   1,873,133    $ 21,673,107
                                      ----------    ------------
                                      ----------    ------------
Year ended August 31, 1994:
Shares sold.........................     125,287    $  1,540,765
Shares issued in reinvestment of
  dividends
  and distributions.................      14,526         176,113
Shares reacquired...................     (44,147)       (531,472)
                                      ----------    ------------
Net increase in shares
  outstanding.......................      95,666    $  1,185,406
                                      ----------    ------------
                                      ----------    ------------
<CAPTION>
Class B
- ------------------------------------
<S>                                   <C>           <C>
Year ended August 31, 1995:
Shares sold.........................     366,931    $  4,247,921
Shares issued in reinvestment of
  dividends
  and distributions.................     155,664       1,790,735
Shares reacquired...................  (1,004,534)    (11,502,619)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion.................    (481,939)     (5,463,963)
Shares reacquired upon conversion
  into Class A......................  (1,995,260)    (23,087,478)
                                      ----------    ------------
Net decrease in shares
  outstanding.......................  (2,477,199)   $(28,551,441)
                                      ----------    ------------
                                      ----------    ------------
Year ended August 31, 1994:
Shares sold.........................     953,569    $ 11,684,491
Shares issued in reinvestment of
  dividends
  and distributions.................     210,536       2,553,953
Shares reacquired...................    (816,504)     (9,803,493)
                                      ----------    ------------
Net increase in shares
  outstanding.......................     347,601    $  4,434,951
                                      ----------    ------------
                                      ----------    ------------
<CAPTION>
Class C                                 Shares         Amount
- ------------------------------------  ----------    ------------
<S>                                   <C>           <C>
Year ended August 31, 1995:
Shares sold.........................       8,149    $     93,001
Shares issued in reinvestment of
  dividends
  and distributions.................         241           2,836
                                      ----------    ------------
Net increase in shares
  outstanding.......................       8,390    $     95,837
                                      ----------    ------------
                                      ----------    ------------
August 1, 1994* through
  August 31, 1994:
Shares sold.........................          17    $        200
                                      ----------    ------------
Net increase in shares
  outstanding.......................          17    $        200
                                      ----------    ------------
                                      ----------    ------------
</TABLE>
- ---------------
* Commencement of offering of Class C shares.

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


                                      B-127

<PAGE>

                                               PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                           MICHIGAN SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                     Class A
                                               ---------------------------------------------------
                                                              Year Ended August 31,
                                               ---------------------------------------------------
                                                1995        1994       1993       1992       1991
                                               -------     ------     ------     ------     ------
<S>                                            <C>         <C>        <C>        <C>        <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year.........    $ 11.75     $12.51     $11.90     $11.30     $10.81
                                               -------     ------     ------     ------     ------
Income from investment operations
Net investment income......................        .64(a)     .64        .67        .68        .67
Net realized and unrealized gain (loss) on
  investment transactions..................        .17       (.69)       .71        .60        .49
                                               -------     ------     ------     ------     ------
   Total from investment operations........        .81       (.05)      1.38       1.28       1.16
                                               -------     ------     ------     ------     ------
Less distributions
Dividends from net investment income.......       (.64)      (.64)      (.67)      (.68)      (.67)
Distributions from net realized gains......       (.03)      (.07)      (.10)        --         --
                                               -------     ------     ------     ------     ------
   Total distributions.....................       (.67)      (.71)      (.77)      (.68)      (.67)
                                               -------     ------     ------     ------     ------
Net asset value, end of year...............    $ 11.89     $11.75     $12.51     $11.90     $11.30
                                               -------     ------     ------     ------     ------
                                               -------     ------     ------     ------     ------
TOTAL RETURN(b):...........................       7.13%     (0.38)%    11.95%     11.63%     11.04%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000)..............    $27,024     $4,706     $3,814     $1,618       $835
Average net assets (000)...................    $16,932     $4,505     $2,285     $1,235       $694
Ratios to average net assets:
   Expenses, including distribution fees...       1.02%(a)    .91%       .96%       .98%      1.09%
   Expenses, excluding distribution fees...        .92%(a)    .81%       .86%       .88%       .99%
   Net investment income...................       5.31%(a)   5.27%      5.51%      5.82%      6.09%
Portfolio turnover rate....................         33%        12%        14%        30%        62%
</TABLE>

- ---------------
 (a) Net of management fee waiver.
 (b) Total return does not consider the effects of sales loads. Total return is
     calculated assuming a purchase of shares on the first day and a sale on
     the last day of each year reported and includes reinvestment of dividends
     and distributions.

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-128

<PAGE>

                                               PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                           MICHIGAN SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                     Class B                                    Class C
                                               -------------------------------------------------------  -------------------------
August 1,
                                                                                                              Year      1994(d)
                                                                Year Ended August 31,                        Ended      through
                                               -------------------------------------------------------     August 31,  August 31,
                                                1995        1994        1993        1992        1991          1995        1994
<S>                                            <C>         <C>         <C>         <C>         <C>         <C>            <C>
                                               -------     -------     -------     -------     -------     ----------     -------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period.......    $ 11.75     $ 12.51     $ 11.90     $ 11.30     $ 10.81       $  11.75    $  11.78
<CAPTION>
                                               -------     -------     -------     -------     -------     ----------    --------
Income from investment operations
Net investment income......................        .59(a)      .59         .62         .63         .63            .56(a)      .04
Net realized and unrealized gain (loss) on
  investment transactions..................        .16        (.69)        .71         .60         .49            .16        (.03)
<CAPTION>
                                               -------     -------     -------     -------     -------     ----------     -------
   Total from investment operations........        .75        (.10)       1.33        1.23        1.12            .72         .01
<CAPTION>
                                               -------     -------     -------     -------     -------     ----------     -------
Less distributions
Dividends from net investment income.......       (.59)       (.59)       (.62)       (.63)       (.63)          (.56)       (.04)
Distributions from net realized gains......       (.03)       (.07)       (.10)         --          --           (.03)         --
                                               -------     -------     -------     -------     -------     ----------     -------
   Total distributions.....................       (.62)       (.66)       (.72)       (.63)       (.63)          (.59)       (.04)
                                               -------     -------     -------     -------     -------     ----------     -------
Net asset value, end of period.............    $ 11.88     $ 11.75     $ 12.51     $ 11.90     $ 11.30       $  11.88    $  11.75
                                               -------     -------     -------     -------     -------     ----------     -------
                                               -------     -------     -------     -------     -------     ----------     -------
TOTAL RETURN(b):...........................       6.60%      (0.78)%     11.51%      11.18%      10.60%          6.29%       0.06%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)............    $41,459     $70,112     $70,302     $56,095     $59,400           $100        $200(e)
Average net assets (000)...................    $52,216     $72,095     $61,548     $52,137     $50,809            $61        $199(e)
Ratios to average net assets:
   Expenses, including distribution fees...       1.37%(a)    1.31%       1.36%       1.38%       1.49%          1.68%(a)   2.15%(c)
   Expenses, excluding distribution fees...        .87%(a)     .81%        .86%        .88%        .99%           .93%(a)   1.39%(c)
   Net investment income...................       5.04%(a)    4.87%       5.11%       5.42%       5.66%          4.66%(a)   4.56%(c)
Portfolio turnover rate....................         33%         12%         14%         30%         62%            33%         12%
</TABLE>

- ---------------
 (a) Net of management fee waiver.
 (b) Total return does not consider the effects of sales loads. Total return is
     calculated assuming a purchase of shares on the first day and a sale on
     the last day of each period reported and includes reinvestment of
     dividends and distributions. Total returns for periods of less than a full
     year are not annualized.
 (c) Annualized.
 (d) Commencement of offering of Class C shares.
 (e) Figures are actual and not rounded to the nearest thousand.

- --------------------------------------------------------------------------------
                                           See Notes to Financial Statements.


                                      B-129

<PAGE>

                                               PRUDENTIAL MUNICIPAL SERIES FUND
Independent Auditors' Report                   MICHIGAN SERIES
- --------------------------------------------------------------------------------
The Shareholders and Board of Trustees
Prudential Municipal Series Fund, Michigan Series
We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Prudential Municipal Series Fund, Michigan
Series, as of August 31, 1995, the related statements of operations for the year
then ended and of changes in net assets for each of the two years in the period
then ended, and the financial highlights for each of the five years in the
period then ended. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights 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 and financial
highlights 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 the securities owned as of
August 31, 1995 by correspondence with the custodian. 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 and financial highlights present
fairly, in all material respects, the financial position of Prudential Municipal
Series Fund, Michigan Series, as of August 31, 1995, the results of its
operations, the changes in its net assets, and its financial highlights for the
respective stated periods in conformity with generally accepted accounting
principles.

DELOITTE & TOUCHE LLP
New York, New York
October 16, 1995


                                      B-130

<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Portfolio of Investments as of August 31, 1995  NEW JERSEY SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest     Maturity     Amount         Value
Description (a)                                                 (Unaudited)      Rate         Date        (000)        (Note 1)
<S>                                                              <C>            <C>         <C>           <C>           <C>
- ------------------------------------------------------------------------------------------------------------------------------
LONG-TERM INVESTMENTS--98.5%
- ------------------------------------------------------------------------------------------------------------------------------
Atlantic City, Gen. Oblig., Ser. A                            BAA1               Zero        11/01/06    $ 1,490     $    838,065
Atlantic City Mun. Utils. Auth. Rev., Wtr. System             A-(c)              7.75%        5/01/17      2,000 (e)    2,298,580
Bergen Cnty., Utils. Auth.,
   Wtr. Poll. Ctrl. Rev., F.G.I.C., Ser. B                    Aaa                5.75        12/15/05      1,000        1,069,630
   Wtr. Poll. Ctrl. Rev., F.G.I.C., Ser. B                    Aaa                Zero        12/15/08      7,250        3,598,973
Camden Cnty. Fin. Auth., F.S.A.                               Aaa                Zero         2/15/03      1,600        1,119,312
Camden Cnty. Poll. Ctrl. Fin. Auth., Solid Waste Res.
   Rec. Rev., Ser. B                                          Ba                 7.50        12/01/09      3,400        3,472,624
Cape May Cnty. Ind. Poll. Ctrl., Fin. Auth. Rev.,
   M.B.I.A.                                                   Aaa                6.80         3/01/21      2,615        2,999,248
Cherry Hill Township                                          Aa                 5.90         6/01/05      1,000        1,060,140
Cherry Hill Township                                          Aa                 6.30         6/01/12      2,000        2,092,040
Cinnaminson Sewage Auth. Rev.                                 A1                 7.40         2/01/15      1,600        1,812,224
Delaware River Bay Auth., M.B.I.A.                            Aaa                5.00         1/01/17      2,250        2,028,555
Edison Twnshp., Gen. Oblig., A.M.B.A.C.                       Aaa                6.00         1/01/08      5,390        5,758,191
Egg Harbor Twnshp. Sch. Dist., F.S.A.                         Aaa                4.75         2/15/09      1,010          933,169
Egg Harbor Twnshp. Sch. Dist., Cert. of Part., M.B.I.A.       Aaa                7.40         4/01/02      1,000(d)(e)  1,119,400
Essex Cnty. Impvt. Auth., A.M.B.A.C.                          Aaa                5.50        12/01/20      1,600        1,534,560
Essex Cnty. New Jersey Refunding Series A-1, A.M.B.A.C.       Aaa                5.375        9/01/10      6,000        5,822,760
Evesham Mun. Utils. Auth. Rev., Ser. B, M.B.I.A.              Aaa                7.00         7/01/10      2,000        2,180,400
Hammonton, Gen. Oblig., A.M.B.A.C.                            Aaa                6.85         8/15/03        500          570,650
Hammonton, Gen. Oblig., A.M.B.A.C.                            Aaa                6.85         8/15/04        500          573,885
Hammonton, Gen. Oblig., A.M.B.A.C.                            Aaa                6.85         8/15/05        500          576,075
Howell Twnshp. Mun. Utils. Auth. Rev., 2nd Ser.               NR                 8.60         1/01/14        750 (e)      849,683
Hudson Cnty. Impvt. Auth.,
   Solid Waste Sys. Rev.                                      BBB-(c)            7.10         1/01/20      2,050        2,047,356
   Solid Waste Sys. Rev.                                      A+(c)              6.10         7/01/20      1,500        1,510,485
Jackson Twnshp. Sch. Dist., F.G.I.C.                          Aaa                6.60         6/01/04      1,020        1,160,760
Jackson Twnshp. Sch. Dist., F.G.I.C.                          Aaa                6.60         6/01/05        940        1,072,784
Jackson Twnshp. Sch. Dist., F.G.I.C.                          Aaa                6.60         6/01/10      1,600        1,803,824
Jackson Twnshp. Sch. Dist., F.G.I.C.                          Aaa                6.60         6/01/11      1,600        1,801,760
Jersey City, Gen. Oblig., F.S.A., Ser. A                      Aaa                9.25         5/15/04      4,310        5,635,972
Jersey City, Hudson Cnty. Qualified Water Auth. Rev.,
   F.S.A.                                                     Aaa                5.00        12/15/17      1,200        1,087,608
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.

                                      B-131


<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Portfolio of Investments as of August 31, 1995  NEW JERSEY SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest     Maturity     Amount         Value
Description (a)                                                 (Unaudited)      Rate         Date        (000)        (Note 1)
<S>                                                               <C>            <C>         <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------
Jersey City, Redev. Auth. Rev., Red Dixon Mill Apts.
   Proj., F.N.M.A.                                            AAA(c)             6.10%        5/01/12   $  5,000     $  5,127,400
Lakewood Twnshp., Gen., Oblig., F.G.I.C.                      Aaa                6.60        12/01/04        450          509,886
Lakewood Twnshp., Gen., Oblig., F.G.I.C.                      Aaa                6.60        12/01/05        445          505,342
Lenape Regl. High Sch. Dist., Gen. Oblig., M.B.I.A.           Aaa                7.625        1/01/12        400          487,368
Mercer Cnty. Impvt. Auth. Rev.                                Aa1                Zero         4/01/06      2,500        1,459,550
Mercer Cnty. Impvt. Auth. Rev.                                Aa1                Zero         4/01/07      2,725        1,490,003
Mercer Cnty. Impvt. Auth. Rev.,
   West Windsor Twnshp. Police Proj.                          Aa                 6.00        11/15/10      1,250        1,273,337
Middle Twnshp. Sch. Dist., F.G.I.C.                           Aaa                7.00         7/15/05      1,200        1,394,268
Millburn Twnshp. Brd. of Ed.                                  Aaa                5.35         7/15/13      1,140        1,110,497
Millburn Twnshp. Brd. of Ed.                                  Aaa                5.35         7/15/14      1,135        1,095,706
Millburn Twnshp. Brd. of Ed.                                  Aaa                5.35         7/15/16      1,150        1,095,755
Millburn Twnshp. Brd. of Ed.                                  Aaa                5.35         7/15/17      1,150        1,091,695
Monmouth Cnty. Impvt. Auth. Rev.,
   Howell Twnshp. Brd. of Ed. Proj. Rev.                      AA(c)              6.45         7/01/08      2,000        2,161,780
   Nat'l Auth. Rev.                                           AA(c)              6.55         7/01/12      4,065        4,354,143
   Water & Sewage Facs Rev., M.B.I.A.                         Aaa                5.00         2/01/13      1,600        1,459,120
   Wtr. Treatment Fac., M.B.I.A.                              Aaa                6.875        8/01/12        750          841,200
Morris Cnty.                                                  Aaa                5.00         7/15/14      3,180        2,910,718
Morris Cnty.                                                  Aaa                5.00         7/15/15      3,180        2,878,472
   Water Facs., F.G.I.C.                                      NR                 8.20        11/01/29      5,000 (f)    4,737,500
   Middlesex Water Co., A.M.B.A.C.                            Aaa                5.25        10/01/23      2,900        2,620,759
New Jersey St. Bldg. Auth. Rev.                               Aa                 5.00         6/15/17      1,000          881,410
New Jersey St. Bldg. Auth. Rev., Garden St. Svg. Bonds,
   Ser. A                                                     Aa                 Zero         6/15/03        890          612,747
New Jersey St. Econ. Dev. Auth.,
   Amer. Airlines Inc. Proj.                                  Baa2               7.10        11/01/31      3,900        4,056,000
   Jersey Central Pwr. & Light                                Aa                 7.10         7/01/15        400          423,924
   Nat'l. Assoc. of Accountants                               NR                 7.50         7/01/01      1,050        1,105,356
   Nat'l. Assoc. of Accountants                               NR                 7.65         7/01/09        950          999,447
   Peddie School Project                                      AA-(c)             5.75         2/01/12      1,250        1,249,925
   St Barnabas Reality Project M.B.I.A.                       Aaa                5.25         7/01/20      3,000        2,784,000
New Jersey St. Econ. Dist. Heating & Cool., Trigen
   Trenton Proj., Ser. B                                      BBB-(c)            6.20        12/01/07      2,725        2,840,077
New Jersey Econ. Dist. Heating & Cool., Trigen Trenton
   Proj.                                                      BBB-(c)            6.20        12/01/10        600          602,628
New Jersey St. Edl. Facs. Fin. Auth. Rev.,
   Princeton University                                       Aaa                5.25         7/01/25      3,760        3,503,079
   Princeton Inst. For Advanced Study, Ser. B                 Aaa                6.35         7/01/21      5,620        5,797,479
   Seton Hall Univ. Proj., Ser. B, M.B.I.A.                   Aaa                6.25         7/01/07        680          726,254
   Seton Hall Univ. Proj., Ser. D                             Baa1               7.00         7/01/21      2,000        2,115,620
</TABLE>

- --------------------------------------------------------------------------------
                                            See Notes to Financial Statements.


                                      B-132

<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Portfolio of Investments as of August 31, 1995  NEW JERSEY SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest     Maturity     Amount         Value
Description (a)                                                 (Unaudited)      Rate         Date        (000)        (Note 1)
<S>                                                              <C>            <C>         <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------
New Jersey St. Hlth. Care Facs. Fin. Auth. Rev.,
   Atlantic City Med. Ctr., Ser. C                            A                  6.80%        7/01/11   $  3,900     $  4,083,846
   East Orange Gen. Hosp., Ser. B                             BBB+(c)            7.75         7/01/20      2,250        2,385,248
   Helene Fuld Med. Ctr., Ser. C                              A(c)               8.00         7/01/08      2,700        2,998,350
   Helene Fuld Med. Ctr., Ser. C                              A(c)               8.125        7/01/13        500          552,805
   Intercare Hlth. Systems-JFK Ctr.                           A                  7.50         7/01/07      1,000        1,092,570
   Intercare Hlth. Systems-JFK Ctr.                           A                  7.625        7/01/18        945        1,039,566
   Jersey Shore Med. Ctr., A.M.B.A.C.                         Aaa                6.00         7/01/09      1,465        1,526,486
   Jersey Shore Med. Ctr.                                     Aaa                6.25         7/01/21      1,500        1,539,000
   Kensington Cmnty. Med. Ctr., M.B.I.A.                      Aaa                7.00         7/01/20      3,450        3,790,791
   Rahway Hospital, Ser. B                                    Baa1               7.75         7/01/14      4,740        4,851,864
   St. Peters Med. Ctr., M.B.I.A., Ser. E                     Aaa                6.50         7/01/07      1,725 (e)    1,922,978
   Somerset Med. Ctr., F.G.I.C.                               Aaa                5.20         7/01/24      1,015          920,260
   Warren Hosp.                                               AA(c)              5.25         7/01/14      2,985        2,709,096
New Jersey St. Hsg. & Mtge. Fin. Agcy., M.B.I.A., Ser. D      Aaa                7.70        10/01/29      4,810        5,084,218
New Jersey St. Hsg. & Mtge. Fin. Agcy., Tiffany Manor,
   Ser. B                                                     A+(c)              6.75        11/01/11      2,190        2,268,840
New Jersey St. Hwy. Auth., Garden St. Pkwy. Gen. Rev.         A1                 6.20         1/01/10      3,035        3,224,839
New Jersey St. Trans. Trust Fund Auth.,
   Trans. Sys., M.B.I.A.                                      Aaa                5.00         6/15/15      4,000        3,669,920
   Trans. Sys., M.B.I.A.                                      Aaa                6.50         6/15/11      5,000        5,483,600
   Trans. Sys., M.B.I.A.                                      Aaa                5.50         6/15/15      5,000        4,830,000
New Jersey St. Tpke. Auth. Rev.,
   Ser. C, M.B.I.A.                                           Aaa                6.50         1/01/09      1,000        1,106,520
   Ser. C, M.B.I.A.                                           Aaa                6.50         1/01/16     14,835       16,157,392
   Ser. A                                                     A                  6.75         1/01/08      2,000        2,169,100
New Jersey St. Wastewater Treatment,
   Trust Loan Rev.                                            Aa                 6.875        6/15/06      1,000        1,100,590
   Trust Loan Rev., Ser. A                                    Aa                 6.00         7/01/09      1,000        1,032,010
North Brunswick Twnshp.,
   Brd. of Ed., Gen. Oblig.                                   Aa                 6.80         6/15/06        350          401,377
   Brd. of Ed., Gen. Oblig.                                   Aa                 6.80         6/15/07        350          399,854
   Rict Hosp. Rev., Gen. Oblig.                               Aa                 6.40         5/15/10      2,000        2,127,380
Passaic Valley New Jersey Water Comm. Water Supply Rev.,
   F.G.I.C.                                                   Aaa                5.00        12/15/22      5,000        4,454,750
Paterson Cnty., F.S.A.                                        Aaa                6.50         2/15/05      2,000        2,185,180
Pennsauken Twnshp., Brd. of Ed., Cert. of Part., B.I.G.       Aaa                7.70         7/15/09      1,030        1,153,785
Port Auth. New York & New Jersey, Ser. 92                     A1                 5.00         7/15/23      2,000        1,730,660
Port Auth. New York & New Jersey                              A1                 5.75         6/15/30      5,025        4,834,753
Port Auth. New York & New Jersey,                             A1                 5.75        12/15/20        500          486,955
   Ser. 96, F.G.I.C.                                          Aaa                6.60        10/01/23      2,750        2,880,103
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-133

<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Portfolio of Investments as of August 31, 1995  NEW JERSEY SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest     Maturity     Amount         Value
Description (a)                                                 (Unaudited)      Rate         Date        (000)        (Note 1)
<S>                                                             <C>            <C>         <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------
Puerto Rico Comnwlth.,
   Gen. Oblig., M.B.I.A.                                      Aaa                5.50%        7/01/08   $  3,000     $  3,091,770
   Gen. Oblig., A.M.B.A.C.                                    Aaa                7.00         7/01/10     10,250       11,896,662
   Pub. Impvt. Ref., M.B.I.A.                                 Aaa                7.00         7/01/10      1,000 (d)    1,160,650
Puerto Rico Elec. Pwr. Auth. Rev., Ref. Ser. S                Baa1               6.125        7/01/08      2,300        2,422,199
Puerto Rico Hwy. Auth. Rev.,
   Ser. Q                                                     AAA(c)             7.75         7/01/10      2,000(d)(e)  2,323,460
   Ser. R                                                     Baa1               6.75         7/01/05      1,000        1,088,610
   Ser. S                                                     AAA(c)             6.50         7/01/22        750 (e)      844,223
Puerto Rico Indus. Tourist Edl. Hosp. Auxilio Mutuo
   Oblig.
   Grp A, M.B.I.A.                                            Aaa                6.25         7/01/24      3,000        3,065,640
Puerto Rico Tel. Auth. Rev., Ser. I, M.B.I.A.                 Aaa                6.363        1/25/07      7,875 (f)    7,845,469
Rutgers St. Univ. Rev.,
   Ser. A                                                     A1                 6.40         5/01/13      5,000        5,368,550
   Ser. P                                                     A1                 6.85         5/01/12      2,810        3,047,895
Salem Cnty. New Jersey Indus. Poll. Cntl. Fin. Auth.
   Rev.                                                       Aaa                5.55        11/01/33      8,000        7,530,240
South Brunswick Twnshp.,
   Wtr. & Swr. Utils., Gen. Impvt.                            NR                 6.90         8/01/05        850          952,697
   Wtr. & Swr. Utils., Gen. Impvt.                            NR                 6.90         8/01/06        850          952,697
Union City New Jersey, Sch.Impvt., F.S.A.                     Aaa                6.375       11/01/08      1,545        1,685,502
Union Cnty. Utils. Auth.,
   Solid Waste Rev., Ser. A                                   A-(c)              7.10         6/15/06      1,255        1,302,941
   Solid Waste Rev., Ser. A                                   A-(c)              7.20         6/15/14      6,850        7,124,342
Virgin Islands Pub. Fin. Auth. Rev., Hwy. Trans. Trust
   Fund                                                       BBB(c)             7.70        10/01/04      2,750        3,013,505
Virgin Islands Territory, Hugo Ins. Claims Fund Prog.,
   Ser. 91.                                                   NR                 7.75        10/01/06      1,970        2,146,670
West Morris Regl. High Sch. Dist., Cert. of Part.,
   B.I.G.                                                     Aaa                7.50         3/15/09      1,500        1,648,425
West New York & New Jersey,
   Mun. Utils., Auth. Swr. Rev., F.G.I.C.                     Aaa                Zero        12/15/06      3,540        2,009,339
   Mun. Utils., Auth. Swr. Rev., F.G.I.C.                     Aaa                Zero        12/15/12      1,410          534,503
   Mun. Utils., Auth. Swr. Rev., F.G.I.C.                     Aaa                Zero        12/15/13      2,910        1,035,524
                                                                                                                     ------------
Total long-term investments (cost $279,205,394)                                                                       293,017,357
                                                                                                                     ------------
SHORT-TERM INVESTMENTS--0.6%
New Jersey Eco. Dev. Auth., F.R.D.D.,
   Dow Chemical, Ser. 84A                                     P1                 3.35         9/01/95        100          100,000
   Dow Chemical, Ser. 84B                                     P1                 3.35         9/01/95        800          800,000
Port Auth. of New York & New Jersey, Spec. Oblig. Rev.,
   Ser.1 F.R.D.D.                                             VMIG1              3.45         9/01/95        600          600,000
</TABLE>

- --------------------------------------------------------------------------------
                                             See Notes to Financial Statements.


                                      B-134

<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Portfolio of Investments as of August 31, 1995  NEW JERSEY SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest     Maturity     Amount         Value
Description (a)                                                 (Unaudited)      Rate         Date        (000)        (Note 1)
<S>                                                             <C>            <C>         <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------
Union Cnty. Ind. Poll. Ctrl. Fin. Auth. Rev., Poll.
   Ctrl. Rev.,
   F.R.D.D., Ser. 94                                          P1                 3.25%        9/01/95   $    300     $    300,000
                                                                                                                     ------------
Total short-term investments (cost $1,800,000)                                                                          1,800,000
                                                                                                                     ------------
Total Investments--99.1%
(cost $281,005,394; Note 4)                                                                                           294,817,357
Other assets in excess of liabilities--0.9%                                                                             2,552,590
                                                                                                                     ------------
Net Assets--100%                                                                                                     $297,369,947
                                                                                                                     ------------
                                                                                                                     ------------
</TABLE>

- ---------------
(a) The following abbreviations are used in portfolio descriptions:
    A.M.B.A.C.--American Municipal Bond Assurance Corporation.
    B.I.G.--Bond Investors Guaranty Insurance Company.
    F.G.I.C.--Financial Guaranty Insurance Company.
    F.R.D.D.--Floating Rate (Daily) Demand Note (b).
    F.S.A.--Financial Security Assurance.
    M.B.I.A.--Municipal Bond Insurance Association.
    F.N.M.A.--Federal National Mortgage Association.
<TABLE>
<C>  <S>
 (b) For purposes of amortized cost valuation, the maturity date of Floating Rate Demand Notes is considered to be the later of
     the next date on which the security can be redeemed at par, or the next date on which the rate of interest is adjusted.
 (c) Standard & Poor's Rating.
 (d) Pledged as initial margin on financial futures contracts.
 (e) Prerefunded issues are secured by escrowed cash and/or direct U.S. guaranteed obligations.
 (f) Inverse floating rate bond. The coupon is inversely indexed to a floating interest rate. The rate shown is the rate at
     period end.
</TABLE>

NR--Not Rated by Moody's or Standard & Poor's.
The Fund's current Statement of Additional Information contains a description of
Moody's and Standard & Poor's ratings.

- -------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-135

<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Statement of Assets and Liabilities             NEW JERSEY SERIES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                                                <C>
Assets                                                                                                         August 31, 1995
Investments, at value (cost $281,005,394)....................................................................      $294,817,357
Cash.........................................................................................................            94,799
Interest receivable..........................................................................................         3,717,758
Receivable for Fund shares sold..............................................................................           130,295
Deferred expenses and other assets...........................................................................            51,498
                                                                                                                   ------------
   Total assets..............................................................................................       298,811,707
                                                                                                                   ------------
Liabilities
Payable for Fund shares reacquired...........................................................................         1,074,124
Due to Distributors..........................................................................................           109,328
Dividends payable............................................................................................           154,410
Due to Manager...............................................................................................            81,517
Due to broker-variation margin payable.......................................................................            20,781
Deferred trustees' fees......................................................................................             1,600
                                                                                                                   ------------
   Total liabilities.........................................................................................         1,441,760
                                                                                                                   ------------
Net Assets...................................................................................................      $297,369,947
                                                                                                                   ------------
                                                                                                                   ------------
Net assets were comprised of:
   Shares of beneficial interest, at par.....................................................................      $    270,807
   Paid-in capital in excess of par..........................................................................       285,074,748
                                                                                                                   ------------
                                                                                                                    285,345,555
   Accumulated net realized loss on investments..............................................................        (1,747,102)
   Net unrealized appreciation on investments................................................................        13,771,494
                                                                                                                   ------------
Net assets, August 31, 1995..................................................................................      $297,369,947
                                                                                                                   ------------
                                                                                                                   ------------
Class A:
   Net asset value and redemption price per share
      ($49,665,933 / 4,523,163 shares of beneficial interest issued and outstanding).........................            $10.98
   Maximum sales charge (3.0% of offering price).............................................................               .34
                                                                                                                   ------------
   Maximum offering price to public..........................................................................            $11.32
                                                                                                                   ------------
                                                                                                                   ------------
Class B:
   Net asset value, offering price and redemption price per share
      ($246,201,663 / 22,420,702 shares of beneficial interest issued and outstanding).......................            $10.98
                                                                                                                   ------------
                                                                                                                   ------------
Class C:
   Net asset value, offering price and redemption price per share
      ($1,502,351 / 136,816 shares of beneficial interest issued and outstanding)............................            $10.98
                                                                                                                   ------------
                                                                                                                   ------------
</TABLE>

- --------------------------------------------------------------------------------
                                             See Notes to Financial Statements.


                                      B-136

<PAGE>

PRUDENTIAL MUNICIPAL SERIES FUND
NEW JERSEY SERIES
Statement of Operations
- ------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>
                                                   Year Ended
Net Investment Income                            August 31, 1995
                                                 ---------------
<S>                                              <C>
Income
   Interest...................................     $19,123,944
                                                 ---------------
Expenses
   Management fee, net of waiver of
      $483,073................................       1,047,300
   Distribution fee--Class A..................          30,290
   Distribution fee--Class B..................       1,374,973
   Distribution fee--Class C..................           5,924
   Transfer agent's fees and expenses.........         138,000
   Custodian's fees and expenses..............         110,000
   Reports to shareholders....................          63,000
   Registration fees..........................          19,000
   Audit fee..................................          11,000
   Legal fees.................................          10,000
   Insurance..................................           9,500
   Trustee's fees.............................           3,200
   Miscellaneous..............................          14,050
                                                 ---------------
      Total expenses..........................       2,836,237
   Less: Custodian fee credit.................         (43,589)
                                                 ---------------
       Net expenses...........................       2,792,648
                                                 ---------------
Net investment income.........................      16,331,296
                                                 ---------------
Realized and Unrealized
Gain (Loss) on Investments
Net realized (gain) loss on:
   Investment transactions....................       2,223,013
   Financial futures contract transactions....        (911,541)
   Options purchased..........................         (53,313)
                                                 ---------------
                                                     1,258,159
                                                 ---------------
Net change in unrealized appreciation on:
   Investments................................       1,994,868
   Financial futures contracts................           2,281
                                                 ---------------
                                                     1,997,149
                                                 ---------------
Net gain on investments.......................       3,255,308
                                                 ---------------
Net Increase in Net Assets
Resulting from Operations.....................     $19,586,604
                                                 ---------------
                                                 ---------------
</TABLE>

PRUDENTIAL MUNICIPAL SERIES FUND
NEW JERSEY SERIES
Statement of Changes in Net Assets
- ------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Increase (Decrease)                    Year Ended August 31,
in Net Assets                          1995             1994
                                   -------------    ------------
<S>                                <C>              <C>
Operations
   Net investment income.........  $  16,331,296    $ 18,099,624
   Net realized gain (loss) on
      investment transactions....      1,258,159      (1,294,945)
   Net change in unrealized
      appreciation/depreciation
      of investments.............      1,997,149     (23,297,125)
                                   -------------    ------------
   Net increase (decrease) in net
      assets resulting from
      operations.................     19,586,604      (6,492,446)
                                   -------------    ------------
Dividends and distributions (Note 1):
   Dividends from net investment
      income
      Class A....................     (1,712,625)       (831,601)
      Class B....................    (14,579,222)    (17,267,981)
      Class C....................        (39,449)            (42)
                                   -------------    ------------
                                     (16,331,296)    (18,099,624)
                                   -------------    ------------
   Distributions from net
      realized gains
      Class A....................             --        (237,645)
      Class B....................             --      (5,452,932)
                                   -------------    ------------
                                              --      (5,690,577)
                                   -------------    ------------
Series share transactions (net of
   share conversions) (Note 5):
   Net proceeds from shares
      sold.......................     18,110,094      41,819,711
   Net asset value of shares
      issued in reinvestment of
      dividends and
      distributions..............      9,760,545      14,387,672
   Cost of shares reacquired.....    (71,846,422)    (55,213,009)
                                   -------------    ------------
   Net increase (decrease) in net
      assets from Series share
      transactions...............    (43,975,783)        994,374
                                   -------------    ------------
Total increase (decrease)........    (40,720,475)    (29,288,273)
Net Assets
Beginning of year................    338,090,422     367,378,695
                                   -------------    ------------
End of year......................  $ 297,369,947    $338,090,422
                                   -------------    ------------
                                   -------------    ------------
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-137

<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                   NEW JERSEY SERIES
- --------------------------------------------------------------------------------
Prudential Municipal Series Fund (the ``Fund'') is registered under the
Investment Company Act of 1940, as an open-end investment company. The Fund was
organized as a Massachusetts business trust on May 18, 1984, and consists of
seventeen series. The monies of each series are invested in separate,
independently managed portfolios. The New Jersey Series (the ``Series'')
commenced investment operations in March 1988. The Series is diversified and
seeks to achieve its investment objective of obtaining the maximum amount of
income exempt from federal and applicable state income taxes with the minimum of
risk by investing in ``investment grade'' tax-exempt securities whose ratings
are within the four highest ratings categories by a nationally recognized
statistical rating organization or, if not rated, are of comparable quality. The
ability of the issuers of the securities held by the Series to meet their
obligations may be affected by economic or political developments in a specific
state, industry or region.
- ------------------------------------------------------------
Note 1. Accounting Policies
The following is a summary of significant accounting policies followed by the
Fund, and the Series, in the preparation of its financial statements.
Securities Valuations: The Fund values municipal securities (including
commitments to purchase such securities on a ``when-issued'' basis) on the basis
of prices provided by a pricing service which uses information with respect to
transactions in bonds, quotations from bond dealers, market transactions in
comparable securities and various relationships between securities in
determining values. If market quotations are not readily available from such
pricing service, a security is valued at its fair value as determined under
procedures established by the Trustees.
Short-term securities which mature in more than 60 days are valued at current
market quotations. Short-term securities which mature in 60 days or less are
valued at amortized cost which approximates market value.
All securities are valued as of 4:15 P.M., New York time.
Financial Futures Contracts: A financial futures contract is an agreement to
purchase (long) or sell (short) an agreed amount of debt securities at a set
price for delivery on a future date. Upon entering into a financial futures
contract, the Series is required to pledge to the broker an amount of cash
and/or other assets equal to a certain percentage of the contract amount. This
amount is known as the ``initial margin''. Subsequent payments, known as
``variation margin'', are made or received by the Series each day, depending on
the daily fluctuations in the value of the underlying security. Such variation
margin is recorded for financial statement purposes on a daily basis as
unrealized gain or loss. The Series invests in financial futures contracts
solely for the purpose of hedging its existing portfolio securities or
securities the Series intends to purchase against fluctuations in value caused
by changes in prevailing market interest rates. Should interest rates move
unexpectedly, the Series may not achieve the anticipated benefits of the
financial futures contracts and may realize a loss. The use of futures
transactions involves the risk of imperfect correlation in movements in the
price of futures contracts, interest rates and the underlying hedged assets.
Option Writing: When the Fund writes an option, an amount equal to the premium
received by the Fund is recorded as a liability and is subsequently adjusted to
the current market value of the option written. Premiums received from writing
options which expire unexercised are treated by the Fund on the expiration date
as realized gains from securities or currencies based upon the type of option
written. The difference between the premium and the amount paid on effecting a
closing purchase transaction, including brokerage commissions, is also treated
as a realized gain, or if the premium received is less than the amount paid for
the closing purchase transaction, as a realized loss. If a call option is
exercised, the premium is added to the proceeds from the sale of the underlying
security or currency in determining whether the Fund has realized a gain or
loss. If a put option is exercised, the premium reduces the cost basis of the
securities or currencies purchased by the Fund. The Fund as writer of an option
may have no control over whether the underlying securities may be sold (call) or
purchased (put) and as a result bears the market risk of an unfavorable change
in the price of the security underlying the written option. There were no
written options outstanding at August 31, 1995.
Securities Transactions and Investment Income: Securities transactions are
recorded on the trade date. Realized gains and losses on sales of securities are
calculated on the identified cost basis. Interest income is recorded on the
accrual basis. The Series amortizes premiums and original issue discount paid on
purchases of portfolio securities as adjustments to interest income.
Net investment income (other than distribution fees) and unrealized and realized
gains or losses are allocated daily to each class of shares based upon the
relative proportion of net assets of each class at the beginning of the day.
Federal Income Taxes: For federal income tax purposes, each series in the Fund
is treated as a separate taxpaying entity. It is the intent of the Series to
continue to meet the requirements of the Internal Revenue Code

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


                                      B-138


<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                   NEW JERSEY SERIES
- --------------------------------------------------------------------------------
applicable to regulated investment companies and to distribute all of its net
income to shareholders. For this reason and because substantially all of the
Series' gross income consists of tax-exempt interest, no federal income tax
provision is required.
Dividends and Distributions: The Series declares daily dividends from net
investment income. Payment of dividends is made monthly. Distributions of net
capital gains, if any, are made annually.
Income distributions and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted accounting
principles. These differences are primarily due to differing treatments for
short-term capital gains and market discount.
- ------------------------------------------------------------
Note 2. Agreements
The Fund has a management agreement with Prudential Mutual Fund Management, Inc.
(``PMF''). Pursuant to this agreement, PMF has responsibility for all investment
advisory services and supervises the subadviser's performance of such services.
PMF has entered into a subadvisory agreement with The Prudential Investment
Corporation (``PIC''). PIC furnishes investment advisory services in connection
with the management of the Fund. PMF pays for the services of PIC, the cost of
compensation of officers of the Fund, occupancy and certain clerical and
bookkeeping costs of the Fund. The Fund bears all other costs and expenses.
The management fee paid PMF is computed daily and payable monthly, at an annual
rate of .50 of 1% of the average daily net assets of the Series. For the four
months ended December 31, 1994, PMF waived 25% of its management fee. For the
eight months ended August 31, 1995, PMF waived 35% of its management fee. The
amount of fees waived for the fiscal year ended August 31, 1995, amounted to
$483,073 ($0.018 per share for Class A, B and C shares; 0.16% of average net
assets). The Series is not required to reimburse PMF for such waiver.
The Fund has distribution agreements with Prudential Mutual Fund Distributors,
Inc. (``PMFD''), which acts as the distributor of the Class A shares of the
Fund, and with Prudential Securities Incorporated (``PSI''), which acts as
distributor of the Class B and Class C shares of the Fund (collectively the
``Distributors''). The Fund compensates the Distributors for distributing and
servicing the Fund's Class A, Class B and Class C shares, pursuant to plans of
distribution, (the ``Class A, B and C Plans'') regardless of expenses actually
incurred by them. The distribution fees are accrued daily and payable monthly.
Pursuant to the Class A, B and C Plans, the Fund compensates the Distributors
for distribution-related activities at an annual rate of up to .30 of 1%, .50 of
1% and 1%, of the average daily net assets of the Class A, B and C shares,
respectively. Such expenses under the Plans were .10 of 1%, .50 of 1% and .75 of
1% of the average daily net assets of the Class A, B and C shares, respectively,
for the year ended August 31, 1995.
PMFD has advised the Series that it has received approximately $16,200 in
front-end sales charges resulting from sales of Class A shares during the fiscal
year ended August 31, 1995. From these fees, PMFD paid such sales charges to PSI
and Pruco Securities Corporation, affiliated broker-dealers, which in turn paid
commissions to salespersons and incurred other distribution costs.
PSI has advised the Series that for the fiscal year ended August 31, 1995, it
received approximately $665,390 in contingent deferred sales charges imposed
upon certain redemptions by Class B and Class C (per Note 5) shareholders.
PMFD is a wholly-owned subsidiary of PMF; PSI, PMF and PIC are indirect,
wholly-owned subsidiaries of The Prudential Insurance Company of America.
- ------------------------------------------------------------
Note 3. Other Transactions with Affiliates
Prudential Mutual Fund Services, Inc. (``PMFS''), a wholly-owned subsidiary of
PMF, serves as the Fund's transfer agent and during the fiscal year ended August
31, 1995, the Series incurred fees of approximately $110,100 for the services of
PMFS. As of August 31, 1995, approximately $8,800 of such fees were due to PMFS.
Transfer agent fees and expenses in the Statement of Operations include certain
out-of-pocket expenses paid to non-affiliates.
- ------------------------------------------------------------
Note 4. Portfolio Securities
Purchases and sales of portfolio securities of the Series, excluding short-term
investments, for the year ended August 31, 1995, were $110,077,138 and
$152,249,270, respectively.
At August 31, 1995 the Series sold 35 financial futures contracts on U.S.
Treasury Bonds which expire in September 1995. The value at disposition of such
contracts was $3,920,000. The value of such contracts on August 31, 1995 was
$3,960,469, thereby resulting in an unrealized loss of $40,469.

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



                                      B-139

<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                   NEW JERSEY SERIES
- --------------------------------------------------------------------------------
The cost basis of investments for federal income tax purposes at August 31,
1995, was $281,017,544 and, accordingly, net unrealized appreciation of
investments for federal income tax purposes is $13,799,813 (gross unrealized
appreciation--$15,035,122; gross unrealized depreciation--$1,235,309).
For federal income tax purposes, the Fund has a capital loss carryforward as of
August 31, 1995 of approximately $1,724,478 which will expire in 2003.
Accordingly, no capital gains distribution is expected to be paid to
shareholders until future net gains have been realized in excess of such
carryforward.
- ------------------------------------------------------------
Note 5. Capital
The Series currently offers Class A, Class B and Class C shares. Class A shares
are sold with a front-end sales charge of up to 3.0%. Class B shares are sold
with a contingent deferred sales charge which declines from 5% to zero depending
on the period of time the shares are held. Class C shares are sold with a
contingent deferred sales charge of 1% during the first year. Class B shares
will automatically convert to Class A shares on a quarterly basis approximately
seven years after purchase.
The Fund has authorized an unlimited number of shares of beneficial interest of
each class at $.01 par value per share.
Transactions in shares of beneficial interest were as follows:
<TABLE>
<CAPTION>
Class A                                 Shares         Amount
- ------------------------------------  ----------    ------------
<S>                                   <C>           <C>
Year ended August 31, 1995:
Shares sold.........................     146,305    $  1,554,250
Shares issued in reinvestment
  of dividends......................     101,255       1,092,947
Shares reacquired...................    (644,816)     (6,937,778)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion.................    (397,256)     (4,290,581)
Shares issued upon conversion from
  Class B...........................   3,553,656      38,072,569
                                      ----------    ------------
Net increase in shares
  outstanding.......................   3,156,400    $ 33,781,988
                                      ----------    ------------
                                      ----------    ------------
Year ended August 31, 1994:
Shares sold.........................     314,116    $  3,550,381
Shares issued in reinvestment of
  distributions.....................      62,184         699,684
Shares reacquired...................    (329,592)     (3,698,430)
                                      ----------    ------------
Net increase in shares
  outstanding.......................      46,708    $    551,635
                                      ----------    ------------
                                      ----------    ------------
<CAPTION>
Class B                                 Shares         Amount
- ------------------------------------  ----------    ------------
<S>                                   <C>           <C>
Year ended August 31, 1995:
Shares sold.........................   1,439,537    $ 15,328,727
Shares issued in reinvestment
  of dividends......................     811,273       8,636,803
Shares reacquired...................  (6,166,186)    (64,879,456)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion.................  (3,915,376)    (40,913,926)
Shares reacquired upon conversion
  into Class A......................  (3,553,656)    (38,072,569)
                                      ----------    ------------
Net decrease in shares
  outstanding.......................  (7,469,032)   $(78,986,495)
                                      ----------    ------------
                                      ----------    ------------
Year ended August 31, 1994:
Shares sold.........................   3,349,228    $ 38,030,222
Shares issued in reinvestment
  of dividends and distributions....   1,214,942      13,687,960
Shares reacquired...................  (4,642,077)    (51,514,579)
                                      ----------    ------------
Net decrease in shares
  outstanding.......................     (77,907)   $   (203,603)
                                      ----------    ------------
                                      ----------    ------------
<CAPTION>
Class C
- ------------------------------------
<S>                                   <C>           <C>
Six months ended August 31, 1995:
Shares sold.........................     114,493    $  1,227,117
Shares issued in reinvestment
  of dividends......................       2,852          30,795
Shares reacquired...................      (2,705)        (29,188)
                                      ----------    ------------
Net increase in shares
  outstanding.......................     114,640    $  1,228,724
                                      ----------    ------------
                                      ----------    ------------
August 1, 1994* through August 31,
  1994:
Shares sold.........................      22,173    $    239,108
Shares issued in reinvestment
  of dividends......................           3              28
Shares reacquired...................          --              --
                                      ----------    ------------
Net increase in shares
  outstanding.......................      22,176    $    239,136
                                      ----------    ------------
                                      ----------    ------------
- ---------------
* Commencement of offering Class C shares.
</TABLE>

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


                                      B-140


<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                            NEW JERSEY SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                    Class A
                                             ------------------------------------------------------
                                                             Year Ended August 31,
                                             ------------------------------------------------------
                                              1995        1994        1993        1992        1991
                                             -------     -------     -------     -------     ------
<S>                                          <C>         <C>         <C>         <C>         <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year.......    $ 10.81     $ 11.74     $ 11.15     $ 10.73     $10.16
                                             -------     -------     -------     -------     ------
Income from investment operations
Net investment income(a).................        .61         .61         .64         .67        .69
Net realized and unrealized gain (loss)
   on investment transactions............        .17        (.75)        .71         .51        .59
                                             -------     -------     -------     -------     ------
   Total from investment operations......        .78        (.14)       1.35        1.18       1.28
                                             -------     -------     -------     -------     ------
Less distributions
Dividends from net investment income.....       (.61)       (.61)       (.64)       (.67)      (.69)
Distributions from net realized gains on
   investment transactions...............         --        (.18)       (.12)       (.09)      (.02)
                                             -------     -------     -------     -------     ------
   Total distributions...................       (.61)       (.79)       (.76)       (.76)      (.71)
                                             -------     -------     -------     -------     ------
Net asset value, end of year.............    $ 10.98     $ 10.81     $ 11.74     $ 11.15     $10.73
                                             -------     -------     -------     -------     ------
                                             -------     -------     -------     -------     ------
TOTAL RETURN(b):.........................       7.55%     (1.27)%      12.57%      11.35%     12.96%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000)............    $49,666     $14,774     $15,501     $11,941     $8,041
Average net assets (000).................    $30,290     $15,334     $13,444     $ 9,759     $5,637
Ratios to average net assets:(a)
   Expenses, including distribution
      fees...............................        .55%        .58%        .61%        .48%       .29%
   Expenses, excluding distribution
      fees...............................        .45%        .48%        .51%        .38%       .19%
   Net investment income.................       5.65%       5.42%       5.63%       6.14%      6.58%
Portfolio turnover rate..................         37%         34%         32%         38%       116%
</TABLE>

<TABLE>
<C>  <S>
- ---------------
 (a) Net of management and/or distribution fee waiver.
 (b) Total return does not consider the effects of sales loads. Total return is calculated assuming a purchase of shares on the
     first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions.
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-141

<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                            NEW JERSEY SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                               Class C
                                                                       Class B                                ----------
                                             ------------------------------------------------------------        Year
                                                                Year Ended August 31,                           Ended
                                             ------------------------------------------------------------     August 31,
                                               1995         1994         1993         1992         1991          1995
                                             --------     --------     --------     --------     --------     ----------
<S>                                          <C>          <C>          <C>          <C>          <C>          <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period.....    $  10.81     $  11.74     $  11.15     $  10.73     $  10.16       $10.81
                                             --------     --------     --------     --------     --------        -----
Income from investment operations
Net investment income(a).................         .57          .56          .59          .63          .65          .54
Net realized and unrealized gain (loss)
   on investment transactions............         .17         (.75)         .71          .51          .59          .17
                                             --------     --------     --------     --------     --------        -----
   Total from investment operations......         .74         (.19)        1.30         1.14         1.24          .71
                                             --------     --------     --------     --------     --------        -----
Less distributions
Dividends from net investment income.....        (.57)        (.56)        (.59)        (.63)        (.65)        (.54)
Distributions from net realized gains on
   investment transactions...............          --         (.18)        (.12)        (.09)        (.02)          --
                                             --------     --------     --------     --------     --------       ------
   Total distributions...................        (.57)        (.74)        (.71)        (.72)        (.67)        (.54)
                                             --------     --------     --------     --------     --------       ------
Net asset value, end of period...........    $  10.98     $  10.81     $  11.74     $  11.15     $  10.73       $10.98
                                             --------     --------     --------     --------     --------       ------
                                             --------     --------     --------     --------     --------       ------
TOTAL RETURN(b):.........................        7.12%      (1.67)%       12.12%       10.93%       12.52%        6.86%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)..........    $246,202     $323,077     $351,878     $295,781     $244,322       $1,502
Average net assets (000).................    $274,995     $343,941     $316,372     $269,318     $208,893       $  790
Ratios to average net assets:(a)
   Expenses, including distribution
      fees...............................         .95%         .98%        1.01%         .88%         .69%        1.20%
   Expenses, excluding distribution
      fees...............................         .45%         .48%         .51%         .38%         .19%         .45%
   Net investment income.................        5.30%        5.02%        5.23%        5.74%        6.18%        4.99%
Portfolio turnover rate..................          37%          34%          32%          38%         116%          37%
<CAPTION>

                                           August 1,
                                            through
                                           August 31,
                                              1994
<S>                                          <C>
                                           ----------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period.....    $10.83
                                              -----

Income from investment operations
Net investment income(a).................       .04
Net realized and unrealized gain (loss)
   on investment transactions............      (.02)
                                              -----

   Total from investment operations......       .02
                                              -----

Less distributions
Dividends from net investment income.....      (.04)
Distributions from net realized gains on
   investment transactions...............        --
                                              -----

   Total distributions...................      (.04)
                                              -----

Net asset value, end of period...........    $10.81
                                              -----
                                              -----

TOTAL RETURN(b):.........................      0.14%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)..........    $  240
Average net assets (000).................    $   11
Ratios to average net assets:(a)
   Expenses, including distribution
      fees...............................      1.29%(c)
   Expenses, excluding distribution
      fees...............................       .54%(c)
   Net investment income.................      5.06%(c)
Portfolio turnover rate..................        34%
</TABLE>

<TABLE>
<C>  <S>
- ---------------
 (a) Net of management and/or distribution fee waiver.
 (b) Total return does not consider the effects of sales loads. Total return is calculated assuming a purchase of shares on the
     first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions.
     Total returns for periods of less than a full year are not annualized.
 (c) Annualized.
 (d) Commencement of offering of Class C shares.
</TABLE>

- --------------------------------------------------------------------------------
                                            See Notes to Financial Statements.

                                      B-142

<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Independent Auditors' Report                    NEW JERSEY SERIES
- --------------------------------------------------------------------------------
The Shareholders and Board of Trustees
Prudential Municipal Series Fund, New Jersey Series
We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Prudential Municipal Series Fund, New Jersey
Series, as of August 31, 1995, the related statements of operations for the year
then ended and of changes in net assets for each of the two years in the period
then ended, and the financial highlights for each of the five years in the
period then ended. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights 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 and financial
highlights 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 the securities owned as of
August 31, 1995 by correspondence with the custodian. 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 and financial highlights present
fairly, in all material respects, the financial position of Prudential Municipal
Series Fund, New Jersey Series, as of August 31, 1995, the results of its
operations, the changes in its net assets, and its financial highlights for the
respective stated periods in conformity with generally accepted accounting
principles.
DELOITTE & TOUCHE LLP
New York, New York
October 16, 1995


                                      B-143


<PAGE>

Portfolio of Investments as                   PRUDENTIAL MUNICIPAL SERIES FUND
of August 31, 1995                            NEW JERSEY MONEY MARKET SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest     Maturity     Amount         Value
Description (a)                                                 (Unaudited)      Rate         Date        (000)        (Note 1)
<S>                                                             <C>            <C>         <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------
Atlantic Cnty. Impvt. Auth. Rev., Ser. 86, F.R.W.D.             VMIG1            3.50%        9/06/95   $  1,300     $  1,300,000
Burlington County, B.A.N.                                       NR               5.00        11/30/95      6,000        6,004,228
East Brunswick Twnshp., B.A.N.                                  NR               5.75         1/03/96      7,000        7,015,838
Gloucester Cnty. Ind. Poll. Ctrl. Fin. Auth. Rev.,
   Mobil Corp. Proj., F.R.W.D.                                  P-1              3.20         9/06/95      4,610        4,610,000
   Monsanto Co. Proj., Ser. 92, F.R.W.D.                        P-1              3.45         9/06/95      3,120        3,120,000
Hudson Cnty. Impvt. Auth. Rev., Ser. 86, F.R.W.D.               A-1(c)           3.55         9/07/95      4,445        4,445,000
Jersey City, Ser. 94, B.A.N.                                    NR               4.75         9/29/95      5,000        5,001,654
Maplewood Twnshp., B.A.N.                                       NR               5.25        10/17/95      5,318        5,321,720
New Jersey St. Econ. Dev. Auth.,
   Applewood Ctr. for Aging, Ser.89, F.R.W.D.                   A-1(c)           3.60         9/07/95      7,350        7,350,000
   Catholic Cmnty. Svcs Proj., Ser. 93, F.R.W.D.                VMIG1            3.45         9/07/95      6,000        6,000,000
   Catholic Cmnty. Svcs Proj., Ser. 95, F.R.W.D.                VMIG1            3.45         9/07/95      1,250        1,250,000
   Chambers Cogeneration Ltd., Ser. 91, T.E.C.P.                VMIG1            3.65         9/21/95      3,000        3,000,000
   Chambers Cogeneration Ltd., Ser. 91, T.E.C.P.                VMIG1            3.95        10/19/95      4,400        4,400,000
   Dow Chemical, Ser. 84A, F.R.D.D.                             P1               3.35         9/01/95      7,000        7,000,000
   East Meadow Corp., Ser. 86A, F.R.W.D.                        VMIG1            3.75         9/06/95      2,675        2,675,000
   Econ. Growth Bds., Ser. 94B, F.R.W.D.                        A-1+(c)          3.60         9/07/95      2,000        2,000,000
   Fellowship Village Proj., Ser. 95, F.R.W.D.                  VMIG1            3.55         9/07/95      7,000        7,000,000
   Franciscan Oaks Proj., Ser. 92B, F.R.W.D.                    A-1+(c)          3.40         9/06/95      1,600        1,600,000
   General Motors Proj., F.R.W.D.                               VMIG2            3.60         9/06/95      7,350        7,350,000
   Hillcrest Health Svc. Sys. Proj., Ser. 95, F.R.W.D.          P1               3.60         9/06/95      8,000        8,000,000
   Hoffman La-Roche Inc. Proj., Ser. 93, F.R.D.D.               Aaa              3.35         9/01/95      5,000        5,000,000
   Kent Place, Ser. 92L, F.R.W.D.                               VMIG1            3.55         9/07/95      1,940        1,940,000
   Keystone Proj., Ser. 92, T.E.C.P.                            VMIG1            3.95        10/19/95      1,500        1,500,000
   Keystone Proj., Ser. 92, T.E.C.P.                            VMIG1            3.60        10/27/95      2,600        2,600,000
   Marriot Corp. Proj., Ser. 84, F.R.W.D.                       P1               3.15         9/06/95      6,700        6,700,000
   Michael Shalit Proj., Ser. 93, F.R.D.D.                      Aa3              3.35         9/01/95      1,800        1,800,000
   North Plainfield Hldg., Ser. 92, A.O.T.                      VMIG1            4.15         9/01/96      3,880        3,880,000
   Ocean Spray Cranberry Inc. Proj., Ser. 87, S.A.O.T.          A+(c)            4.00         7/01/96      5,455        5,455,000
   Office Court Assoc. Proj., F.R.W.D.                          A-1+(c)          3.60         9/05/95      1,850        1,850,000
   Peddie Sch. Proj., Ser. 94B, F.R.W.D.                        A-1(c)           3.65         9/07/95      3,000        3,000,000
   RJB Associates LTD., F.R.W.D.                                Aa3              3.65         9/07/95      1,580        1,580,000
   Russ Berrie & Co., Ser. 83, F.R.W.D.                         A-1(c)           3.35         9/06/95        200          200,000
New Jersey St. Hsg. Fin. Agcy., Ser. 92A, Q.T.P.O.T.            AA+(c)           3.75        11/01/95      3,000        3,000,000
New Jersey St. Tpke. Auth. Rev., Ser. 91D, F.R.W.D.             VMIG1            3.05         9/06/95     12,000       12,000,000
Newark Healthcare Facs. Rev., Ser. 95A, F.R.W.D.                A-1(c)           3.50         9/07/95      2,965        2,965,000
Passaic County, B.A.N.                                          NR               5.00         4/05/96      4,000        4,013,613
Port Auth. of New York & New Jersey, F.R.W.D.,
   Ser. 93-2                                                    NR               3.627        9/05/95      8,000        8,000,000
   KIAC Partners, Ser. 93-2                                     VMIG1            3.40         9/06/95      2,900        2,900,000
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-144

<PAGE>

Portfolio of Investments as                   PRUDENTIAL MUNICIPAL SERIES FUND
of August 31, 1995                            NEW JERSEY MONEY MARKET SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest     Maturity     Amount         Value
Description (a)                                                 (Unaudited)      Rate         Date        (000)        (Note 1)
<S>                                                             <C>            <C>         <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------
Puerto Rico Comnwlth. Hwy. & Trans. Auth. Rev., F.R.W.D.        VMIG1            3.20%        9/06/95   $    200     $    200,000
Puerto Rico Comnwlth.,
   Gov't Dev. Bank., Ser. 85, F.R.W.D.                          VMIG1            3.20         9/06/95      6,800        6,800,000
   Gov't Dev. Bank., Ser. 95, T.E.C.P.                          A-1+(c)          4.10         9/08/95      2,500        2,500,000
Puerto Rico Ind. Med. & Environ. Poll. Ctrl. Fin. Auth.
   Rev.,
   Inter American Proj., Ser. 88, T.E.C.P.                      VMIG1            3.65         9/08/95      2,800        2,800,000
Rockaway Twnshp., B.A.N.                                        NR               3.92         7/31/96      4,899        4,900,174
                                                                                                                     ------------
Total Investments--98.7%
(amortized cost $180,027,227(d))                                                                                      180,027,227
Other assets in excess of liabilities--1.3%                                                                             2,425,565
                                                                                                                     ------------
Net Assets--100%                                                                                                     $182,452,792
                                                                                                                     ------------
                                                                                                                     ------------
</TABLE>

- ---------------
(a) The following abbreviations are used in portfolio descriptions:
    A.O.T.--Annual Optional Tender.
    B.A.N.--Bond Anticipation Note.
    F.R.D.D.--Floating Rate (Daily) Demand Note (b).
    F.R.W.D.--Floating Rate (Weekly) Demand Note (b).
    Q.T.P.O.T.--Quarterly Third Party Optional Tender.
    S.A.O.T.--Semi-Annual Optional Tender.
    T.E.C.P.--Tax Exempt Commercial Paper.
(b) For purposes of amortized cost valuation, the maturity date of such
    securities are considered to be the later of the next date on which the
    security can be redeemed at par, or the next date on which the rate of
    interest is adjusted.
(c) Standard & Poor's rating.
(d) The cost of securities for federal income tax purposes is substantially the
    same as for financial reporting purposes.
NR--Not Rated by Moody's or Standard & Poor's.
The Fund's current Statement of Additional Information contains a description of
Moody's and Standard & Poor's ratings.

- --------------------------------------------------------------------------------
                                            See Notes to Financial Statements.


                                      B-145

<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Statement of Assets and Liabilities             NEW JERSEY MONEY MARKET SERIES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                                                <C>
Assets                                                                                                         August 31, 1995
Investments, at amortized cost which approximates market value...............................................      $180,027,227
Cash.........................................................................................................            51,515
Receivable for investments sold..............................................................................         4,115,000
Receivable for Series shares sold............................................................................         2,080,414
Interest receivable..........................................................................................         1,625,300
Deferred expenses and other assets...........................................................................             5,891
                                                                                                                   ------------
   Total assets..............................................................................................       187,905,347
                                                                                                                   ------------
Liabilities
Payable for investments purchased............................................................................         3,880,000
Payable for Series shares reacquired.........................................................................         1,392,918
Dividends payable............................................................................................            64,568
Management fee payable.......................................................................................            60,373
Accrued expenses and other liabilities.......................................................................            42,241
Distribution fee payable.....................................................................................            10,855
Deferred trustees' fees......................................................................................             1,600
                                                                                                                   ------------
   Total liabilities.........................................................................................         5,452,555
                                                                                                                   ------------
Net Assets...................................................................................................      $182,452,792
                                                                                                                   ------------
                                                                                                                   ------------
Net assets were comprised of:
   Shares of beneficial interest, at $.01 par value..........................................................      $  1,824,528
   Paid-in capital in excess of par..........................................................................       180,628,264
                                                                                                                   ------------
Net assets, August 31, 1995..................................................................................      $182,452,792
                                                                                                                   ------------
                                                                                                                   ------------
Net asset value, offering price and redemption price per share ($182,452,792 / 182,452,792 shares of
   beneficial interest issued and outstanding; unlimited number of shares authorized)........................             $1.00
                                                                                                                   ------------
                                                                                                                   ------------
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                       B-146

<PAGE>

PRUDENTIAL MUNICIPAL SERIES FUND
NEW JERSEY MONEY MARKET SERIES
Statement of Operations
- ------------------------------------------------------------
<TABLE>
<CAPTION>
                                                 Year Ended
Net Investment Income                          August 31, 1995
                                               ---------------
<S>                                            <C>
Income
   Interest and discount earned.............     $ 6,375,246
                                               ---------------
Expenses
   Management fee, net of waiver of
      $214,029..............................         642,087
   Distribution fee.........................         214,029
   Transfer agent's fees and expenses.......          90,000
   Custodian's fees and expenses............          50,000
   Registration fees........................          28,000
   Reports to shareholders..................          24,000
   Legal fees...............................          13,000
   Audit fee................................          10,500
   Deferred organization expenses...........           6,440
   Insurance expense........................           5,000
   Trustees' fees...........................           3,000
   Miscellaneous............................           7,889
                                               ---------------
      Total expenses........................       1,093,945
   Less: custodian fee credit...............         (47,681)
                                               ---------------
      Net expenses..........................       1,046,264
                                               ---------------
Net investment income.......................       5,328,982
                                               ---------------
Net Increase in Net Assets
Resulting from Operations...................     $ 5,328,982
                                               ---------------
                                               ---------------
</TABLE>

PRUDENTIAL MUNICIPAL SERIES FUND
NEW JERSEY MONEY MARKET SERIES
Statement of Changes in Net Assets
- ------------------------------------------------------------

<TABLE>
<CAPTION>
Increase (Decrease)                   Year Ended August 31,
<S>                               <C>              <C>
in Net Assets                         1995             1994
Operations
   Net investment income........  $   5,328,982    $   3,169,992
                                  -------------    -------------
   Net increase in net assets
      resulting from
      operations................      5,328,982        3,169,992
                                  -------------    -------------
Dividends to shareholders.......     (5,328,982)      (3,169,992)
                                  -------------    -------------
Series share transactions
   (at $1 per share)
   Net proceeds from shares
      subscribed................    621,173,812      556,557,575
   Net asset value of shares
      issued to shareholders in
      reinvestment of
      dividends.................      5,178,490        3,057,774
   Cost of shares reacquired....   (602,179,432)    (564,422,228)
                                  -------------    -------------
   Net increase (decrease) in
      net assets from Series
      share transactions........     24,172,870       (4,806,879)
                                  -------------    -------------
Total increase (decrease).......     24,172,870       (4,806,879)
Net Assets
Beginning of year...............    158,279,922      163,086,801
                                  -------------    -------------
End of year.....................  $ 182,452,792    $ 158,279,922
                                  -------------    -------------
                                  -------------    -------------
</TABLE>

- --------------------------------------------------------------------------------
                                            See Notes to Financial Statements.


                                      B-147

<PAGE>

                                              PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                 NEW JERSEY MONEY MARKET SERIES
- --------------------------------------------------------------------------------
Prudential Municipal Series Fund (the ``Fund'') is registered under the
Investment Company Act of 1940 as an open-end investment company. The Fund was
organized as a Massachusetts business trust on May 18, 1984 and consists of
seventeen series. The monies of each series are invested in separate,
independently managed portfolios. The New Jersey Money Market Series (the
``Series'') commenced investment operations on December 3, 1990. The Series is
non-diversified and seeks to achieve its investment objective of providing the
highest level of income that is exempt from New Jersey State and federal income
taxes with a minimum of risk by investing in ``investment grade'' tax-exempt
securities maturing within 13 months or less and whose ratings are within the
two highest ratings categories by a nationally recognized statistical rating
organization, or if not rated, are of comparable quality. The ability of the
issuers of the securities held by the Series to meet their obligations may be
affected by economic developments in a specific state, industry or region.

- ------------------------------------------------------------
Note 1. Accounting Policies

The following is a summary of significant accounting policies followed by the
Fund, and the Series, in the preparation of its financial statements.

Securities Valuations: Portfolio securities of the Series are valued at
amortized cost, which approximates market value. The amortized cost method of
valuation involves valuing a security at its cost on the date of purchase and
thereafter assuming a constant amortization to maturity of any discount or
premium.

All securities are valued as of 4:30 P.M., New York time.

Securities Transactions and Investment Income: Securities transactions are
recorded on the trade date. Realized gains and losses on sales of investments
are calculated on the identified cost basis. Interest income is recorded on the
accrual basis.

Federal Income Taxes: For federal income tax purposes, each series in the Fund
is treated as a separate taxpaying entity. It is the intent of the Series to
continue to meet the requirements of the Internal Revenue Code applicable to
regulated investment companies and to distribute all of its net income to
shareholders. For this reason and because substantially all of the Series' gross
income consists of tax-exempt interest, no federal income tax provision is
required.

Dividends: The Series declares daily dividends from net investment income.
Payment of dividends is made monthly.

Income distributions and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted accounting
principles.

Deferred Organization Expenses: The Series incurred $32,200 in organization and
initial registration expenses. Such amount has been deferred and is being
amortized over a period of 60 months ending December 1995.

- ------------------------------------------------------------
Note 2. Agreements

The Fund has a management agreement with Prudential Mutual Fund Management, Inc.
(``PMF''). Pursuant to this agreement, PMF has responsibility for all investment
advisory services and supervises the subadviser's performance of such services.
PMF has entered into a subadvisory agreement with The Prudential Investment
Corporation (``PIC''); PIC furnishes investment advisory services in connection
with the management of the Fund. PMF pays for the cost of the subadviser's
services, the compensation of officers of the Fund, occupancy and certain
clerical and bookkeeping costs of the Fund. The Fund bears all other costs and
expenses.

The management fee paid PMF is computed daily and payable monthly, at an annual
rate of .50 of 1% of the average daily net assets of each of the Series. During
the year ended August 31, 1995, PMF waived 25% of its management fee. The amount
of such fees waived for the year ended August 31, 1995 amounted to $214,029
($.001 per share; .125% of average net assets).

The Fund has a distribution agreement with Prudential Mutual Fund Distributors,
Inc. (``PMFD''). To reimburse PMFD for its expenses incurred pursuant to a plan
of distribution, the Fund pays PMFD a reimbursement, accrued daily and payable
monthly, at an annual rate of .125 of 1% of the Series' average daily net
assets. PMFD pays various broker-dealers, including Prudential Securities
Incorporated (``PSI'') and Pruco Securities Corporation, affiliated
broker-dealers, for account servicing fees and other expenses incurred by such
broker-dealers.

PMFD is a wholly-owned subsidiary of PMF; PSI, PMF and PIC are (indirect)
wholly-owned subsidiaries of The Prudential Insurance Company of America.

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



                                      B-148

<PAGE>

                                              PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                 NEW JERSEY MONEY MARKET SERIES
- --------------------------------------------------------------------------------

- ------------------------------------------------------------
Note 3. Other Transactions with Affiliates

Prudential Mutual Fund Services, Inc. (``PMFS''), a wholly-owned subsidiary of
PMF, serves as the Fund's transfer agent. During the year ended August 31, 1995,
the Series incurred fees of approximately $82,000 for the services of PMFS. As
of August 31, 1995, approximately $7,000 of such fees were due to PMFS. Transfer
agent fees and expenses in the Statement of Operations include certain
out-of-pocket expenses paid to non-affiliates.

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


                                      B-149


<PAGE>

                                              PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                          NEW JERSEY MONEY MARKET SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                          Year Ended August 31,
                                                                             -----------------------------------------------
                                                                               1995         1994         1993         1992
                                                                             --------     --------     --------     --------
<S>                                                                          <C>          <C>          <C>          <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period.....................................    $   1.00     $   1.00     $   1.00     $   1.00
Net investment income and net realized gains(c)..........................         .03          .02          .02          .04
Dividends and distributions..............................................        (.03)        (.02)        (.02)        (.04)
                                                                             --------     --------     --------     --------
Net asset value, end of period...........................................    $   1.00     $   1.00     $   1.00     $   1.00
                                                                             --------     --------     --------     --------
                                                                             --------     --------     --------     --------
TOTAL RETURN(d):.........................................................        3.15%        1.90%        2.31%        3.48%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)..........................................    $182,453     $158,280     $163,087     $164,092
Average net assets (000).................................................    $171,223     $169,123     $170,103     $155,915
Ratios to average net assets(c):
   Expenses, including distribution fee..................................         .64%         .68%         .64%         .32%
   Expenses, excluding distribution fee..................................         .51%         .55%         .51%         .19%
   Net investment income.................................................        3.11%        1.87%        2.02%        3.33%
<CAPTION>
                                                                           December 3,
                                                                             1990(a)
                                                                             Through
                                                                           August 31,
                                                                              1991
                                                                           -----------
<S>                                                                          <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period.....................................   $    1.00
Net investment income and net realized gains(c)..........................         .03
Dividends and distributions..............................................        (.03)
                                                                           -----------
Net asset value, end of period...........................................   $    1.00
                                                                           -----------
                                                                           -----------
TOTAL RETURN(d):.........................................................        3.55%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)..........................................   $ 117,460
Average net assets (000).................................................   $  89,273
Ratios to average net assets(c):
   Expenses, including distribution fee..................................         .13%(b)
   Expenses, excluding distribution fee..................................         .00%(b)
   Net investment income.................................................        4.48%(b)
</TABLE>

- ---------------
 (a) Commencement of investment operations.
 (b) Annualized.
 (c) Net of management fee waiver and/or expense subsidy.
 (d) Total return includes reinvestment of dividends and distributions. Total
     returns for periods of less than one year are not annualized.

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-150


<PAGE>

                                              PRUDENTIAL MUNICIPAL SERIES FUND
Independent Auditors' Report                  NEW JERSEY MONEY MARKET SERIES
- --------------------------------------------------------------------------------
The Shareholders and Board of Trustees
Prudential Municipal Series Fund, New Jersey Money Market Series

We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Prudential Municipal Series Fund, New Jersey
Money Market Series, as of August 31, 1995, the related statements of operations
for the year then ended and of changes in net assets for each of the two years
in the period then ended, and the financial highlights for each of the four
years in the period then ended and for the period December 3, 1990 (commencement
of investment operations) through August 31, 1991. These financial statements
and financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights 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 and financial
highlights 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 the securities owned as of
August 31, 1995 by correspondence with the custodian and brokers; where replies
were not received from brokers, we performed other auditing procedures. 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 and financial highlights present
fairly, in all material respects, the financial position of Prudential Municipal
Series Fund, New Jersey Money Market Series, as of August 31, 1995, the results
of its operations, the changes in its net assets, and its financial highlights
for the respective stated periods in conformity with generally accepted
accounting principles.


DELOITTE & TOUCHE LLP
New York, New York
October 16, 1995


                                      B-151


<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Portfolio of Investments as of August 31, 1995  NEW YORK SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest     Maturity     Amount         Value
Description (a)                                                 (Unaudited)      Rate         Date        (000)        (Note 1)
<S>                                                               <C>            <C>         <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------
LONG-TERM INVESTMENTS--91.7%
- ------------------------------------------------------------------------------------------------------------------------------
Babylon Ind. Dev. Agcy. Res. Rec. Rev.,
   Babylon Cmnty. Waste Mgmt. Facs., Ser. A                     Baa1             7.875%       7/01/06    $ 3,520(d)  $  4,015,792
   Ogden Martin Sys. Inc., Ser. B                               Baa1             8.50         1/01/19        495          557,464
   Ogden Martin Sys. Inc., Ser. C                               Baa1             8.50         1/01/19      3,450        3,885,356
City of New Rochelle Ind. Dev. Agcy.,
   Coll. of New Rochelle                                        BBB-(c)          6.625        7/01/12        500          508,785
   Coll. of New Rochelle                                        BBB-(c)          6.75         7/01/22      2,000        2,038,340
Dutchess Cnty. Res. Rec. Agcy. Rev.,
   Solid Waste Mgmt., Ser. A, F.G.I.C.                          Aaa              7.50         1/01/09      1,150        1,284,481
Great Neck No. Wtr. Auth., Wtr. Sys. Rev., Ser. A               A1               7.00         1/01/18      1,750(d)     1,958,390
Hempstead Town, Ser. B, F.G.I.C.                                Aaa              5.625        2/01/15      3,400        3,311,702
Islip Res. Rec., Ser. B, A.M.B.A.C.                             Aaa              7.20         7/01/10      1,745        2,021,705
Jefferson Cnty. Ind. Dev. Agcy., Solid Waste Disp. Rev.         Baa1             7.20        12/01/20      1,500        1,591,530
Metro. Trans. Auth. Facs. Rev.,
   Commuter Facs., Ser. 7                                       Baa1             Zero         7/01/08      4,030        1,903,692
   Commuter Facs., Ser. 7                                       Baa1             Zero         7/01/09      4,445        1,948,910
   Commuter Facs., Ser. N, F.G.I.C.                             Aaa             Zero          7/01/12      5,575        2,146,877
   Commuter Facs., Ser. N, F.G.I.C.                             Aaa             Zero          7/01/13      4,000        1,445,360
   Trans. Facs., Ser. O                                         Baa1             5.75         7/01/08      2,500        2,472,975
   Trans. Facs., Ser. O                                         Baa1             5.75         7/01/13      1,975        1,908,620
Nassau Cnty. Ind. Dev. Agcy. Rev., Hofstra Univ. Proj.          A                8.25         7/01/03      2,500 (d)    2,773,925
New York City, Gen. Oblig.,
   Ser. A                                                       Baa1             7.75         3/15/03      3,500        3,850,490
   Ser. B                                                       Baa1             8.00         6/01/99      1,900        2,082,970
   Ser. B                                                       Baa1             7.50         2/01/01      4,000        4,370,080
   Ser. D                                                       Baa1             8.00         8/01/03      2,500        2,802,700
   Ser. D                                                       Baa1             7.70         2/01/09      3,040        3,349,654
   Ser. F                                                       Baa1             8.20        11/15/03      3,000        3,457,830
New York City Ind. Dev. Agcy., Spec. Fac. Rev.,
   American Airlines Proj.                                      Baa2             6.90         8/01/24      6,000        6,194,520
   Term. One Group Assoc. Proj.                                 A                6.00         1/01/15      3,000        2,899,860
   Term. One Group Assoc. Proj.                                 A                6.00         1/01/19      5,000        4,787,950
   U.S.T.A. National Tennis Center Proj., F.S.A.                Aaa              6.375       11/15/14      1,000        1,040,090
   Y.M.C.A. Of Greater N.Y. Proj.                               NR               8.00         8/01/16      1,350        1,444,514
New York City Mun. Wtr. Fin. Auth. Rev.,
   Wtr. & Swr. Sys., Ser. A, M.B.I.A.                           Aaa              7.25         6/15/15      3,000        3,405,270
   Wtr. & Swr. Sys., Ser. C                                     Aaa              7.375        6/15/13      4,000 (d)    4,635,200
New York St. Dorm. Auth. Rev., City Univ. Sys. Cons.,
   Ser. A                                                       Baa1             8.125        7/01/07      3,435        3,831,742
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-152

<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Portfolio of Investments as of August 31, 1995  NEW YORK SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest     Maturity     Amount         Value
Description (a)                                                 (Unaudited)      Rate         Date        (000)        (Note 1)
<S>                                                               <C>            <C>         <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------
New York St. Dorm. Auth. Rev., City Univ. Sys. Cons.,
   (cont'd)
   Ser. A                                                       Baa1             5.75%        7/01/13   $  2,500     $  2,398,875
   Ser. C, F.G.I.C.                                             Aaa              7.50         7/01/10      3,500        4,199,230
   Ser. D                                                       Baa1             8.75         7/01/02      5,000        6,067,000
   Ser. D                                                       Baa1             7.00         7/01/09      1,880        2,069,711
   Coll. & Univ. Ed., M.B.I.A.                                  Aaa             Zero          7/01/04      2,255        1,437,811
   Episcopal Hlth. Svcs., G.N.M.A.                              AAA(c)           7.55         8/01/29      3,000        3,266,730
   Insured Mount Sinai Med. Sch., Ser. A, M.B.I.A.              Aaa              5.00         7/01/13      2,945        2,648,762
   Long Island Med. Ctr.,
   Ser. A, F.H.A.                                               Aa               7.625        8/15/08      2,595        2,812,746
   Ser. A, F.H.A.                                               Aa               7.75         8/15/27      4,100        4,455,839
   Menorah Campus, F.H.A.                                       AA(c)            7.40         2/01/31      2,990        3,323,176
   Spec. Act. Sch. Districts, F.G.I.C.                          Aaa              7.00         7/01/13      3,050        3,322,426
   St. Univ. Edl. Facs., Ser. A, A.M.B.A.C.                     Baa1             5.25         5/15/15      5,000        4,494,850
New York St. Energy Resh. & Dev. Auth. Rev.,
   Brooklyn Union Gas Co., M.B.I.A.                             Aaa              6.75         2/01/24      2,000        2,105,020
   Brooklyn Union Gas Co., Ser. D, M.B.I.A.                     Aaa              7.225        7/08/26      2,000 (e)    1,720,000
   Con. Edison Co.                                              Aa3              7.50         7/01/25      6,735        7,268,142
   Con. Edison Co.                                              Aa3              7.50         1/01/26      4,775        5,158,767
New York St. Environ. Facs. Corp.,
   Occidental Pet. Corp. Proj.                                  Baa3             5.70         9/01/28      2,000        1,778,720
   Poll. Ctrl. Rev., St. Wtr. Revolving Fund, Ser. B            Aa               7.50         3/15/11      1,300        1,432,691
   Poll. Ctrl. Rev., St. Wtr. Revolving Fund, Ser. E            Aa               6.50         6/15/14      1,000        1,059,960
New York St. Hsg. Fin. Agcy. Rev., Ser. A,
   Multifamily Hsg.                                             Aa               7.05         8/15/24      1,000        1,048,600
   St. Univ. Constr.                                            Aaa              8.10        11/01/10      1,000 (d)    1,137,720
   St. Univ. Constr.                                            Aaa              8.00         5/01/11      3,600        4,375,980
   Svc. Contract                                                Aaa              7.375        9/15/21      2,000 (d)    2,346,220
New York St. Local Gov't. Assistance Corp.,
   Ser. B                                                       A                5.375        4/01/16      5,000        4,627,500
   Ser. B                                                       A                6.25         4/01/21      2,000        2,015,700
   Ser. C                                                       A               Zero          4/01/14     10,000        3,327,200
   Ser. E                                                       A                6.00         4/01/14      4,000        4,035,520
   Ser. E                                                       A                5.25         4/01/16      4,500        4,118,670
New York St. Med. Care Facs. Fin. Agcy. Rev.,
   Booth, Silvercrest & Kings Brook Hosp., Ser. A, F.H.A.       Aa               7.60         2/15/29      2,750        3,030,720
   Ellis & Ira Davenport Hosp., Ser. B, F.H.A.                  Aa               8.00         2/15/28      1,495        1,658,942
   F.U.C. Insured Mtge., Ser. A, A.M.B.A.C.                     Aaa              6.50         8/15/29      3,000        3,122,850
   Good Samaritan Hosp., Ser. A, F.H.A.                         Aa               7.625        2/15/23      3,500        3,804,780
   Hosp. & Nursing Home, Ser. A, F.H.A.                         Aaa              7.70         2/15/25      1,000 (d)    1,162,790
   Hosp. & Nursing Home, Ser. C, F.H.A.                         Aa               8.625        2/15/06      1,430        1,464,677
   Long Island Coll. Hosp., Ser. A, F.H.A.                      AAA(c)           8.50         1/15/22      4,000        4,151,080
   Long Island Coll. Hosp., Ser. B, F.H.A.                      Aa               8.00         2/15/08      3,000        3,330,810
</TABLE>

- --------------------------------------------------------------------------------
                                             See Notes to Financial Statements.


                                      B-153

<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Portfolio of Investments as of August 31, 1995  NEW YORK SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest     Maturity     Amount         Value
Description (a)                                                 (Unaudited)      Rate         Date        (000)        (Note 1)
<S>                                                             <C>            <C>         <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------
New York St. Med. Care Facs. Fin. Agcy. Rev., Mental Hlth. Svcs.,
   F.G.I.C.                                                     Aaa              5.375%       2/15/14    $ 5,000     $  4,739,250
   F.G.I.C.                                                     Aaa              5.25         2/15/19      6,250        5,663,687
   M.B.I.A.                                                     Aaa              6.00         8/15/02      3,000        3,229,020
   Ser. A                                                       Aaa              7.50         8/15/07      2,185 (d)    2,537,812
   Ser. A                                                       Baa1             7.50         8/15/07        815          883,721
   Ser. A                                                       Baa1             7.75         8/15/11        135          148,001
   Ser. A                                                       Aaa              7.50         2/15/21      3,135 (d)    3,641,208
   St. Francis Hosp., Proj. A, F.G.I.C.                         Aaa              7.60        11/01/08      2,350        2,629,321
New York St. Mtge. Agcy. Rev.,
   Homeowner Mtge.                                              Aa               5.375       10/01/17      2,000        1,800,620
   Homeowner Mtge.                                              Aa               8.05        10/01/21      3,110        3,314,576
New York St. Mun. Bond Bank Agcy., Spec. Proj. Rev., Ser.
   A                                                            A+(c)            6.75         3/15/11      3,000        3,186,870
New York St. Thrwy. Auth. Svc. Contract Rev.,
   Local Highway & Bridge                                       Baa1             5.875        4/01/14      1,485        1,427,337
New York St. Urban Dev. Corp. Rev.,
   Correctional Cap. Facs., Ser. 5                              Baa1             6.00         1/01/04      4,415        4,527,936
   Correctional Cap. Facs.                                      Baa1            Zero          1/01/08     10,000        4,834,800
   Correctional Cap. Facs.                                      Baa1             5.25         1/01/21      2,960        2,562,146
Niagara Falls Bridge Comn., Toll Bridge Sys. Rev.,
   F.G.I.C.                                                     Aaa              5.25        10/01/21      2,350        2,150,673
Port Auth. of New York & New Jersey, Ser. 70                    A1               7.25         8/01/25      1,000        1,077,610
Suffolk Cnty. Ind. Dev. Agcy., Southwest Swr. Sys. Rev.,
   F.G.I.C.                                                     Aaa              6.00         2/01/07      1,000        1,068,170
Suffolk Cnty. Wtr. Auth., Waterworks Rev., M.B.I.A.             Aaa              6.00         6/01/09      5,160        5,467,536
Triborough Bridge & Tunl. Auth. Rev.,
   Ser. A, M.B.I.A.                                             Aaa              6.00         1/01/10      2,000        2,102,140
   Ser. A                                                       Aa               5.00         1/01/15      5,000        4,468,800
   Ser. M                                                       Aaa              7.50         1/01/15      2,035 (d)    2,228,122
Puerto Rico Comnwlth., Gen. Oblig.,
   A.M.B.A.C.                                                   Aaa              7.00         7/01/10      6,500        7,544,225
   A.M.B.A.C.                                                   Aaa              5.25         7/01/18      1,000          923,650
   A.M.B.A.C.                                                   Aaa              5.00         7/01/21      5,000        4,430,750
   Pub. Impvt. Ref.                                             Aaa              7.00         7/01/10      1,250        1,450,812
Puerto Rico Hsg. Fin. Auth. Rev., Single Family                 Baa              5.25        12/01/06      2,000        1,914,600
Puerto Rico Hwy. & Trans. Auth.,
   Hwy. Rev. Ser. W                                             Baa1             5.50         7/01/13      3,000        2,849,370
   Hwy. Rev. Ser. W, F.S.A.                                     Aaa              5.25         7/01/20      2,215        2,031,044
   Hwy. Rev. Ser. X                                             Baa1             5.50         7/01/19      3,450        3,199,530
   Hwy. Rev. Ser. X, F.S.A.                                     Aaa              5.00         7/01/22      2,940        2,599,842
Puerto Rico Pub. Bldgs. Auth. Rev. Gtd. Gov't. Facs.,
   Ser. A, A.M.B.A.C.                                           Aaa              6.25         7/01/15        850          902,938
Puerto Rico Tel. Auth. Rev.,
   Ser. I, M.B.I.A.                                             Aaa              6.617        1/25/07      7,875        7,845,469
   Ser. I, M.B.I.A.                                             Aaa              5.449        1/16/15      1,000          953,940
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-154


<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Portfolio of Investments as of August 31, 1995  NEW YORK SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest     Maturity     Amount         Value
Description (a)                                                 (Unaudited)      Rate         Date        (000)        (Note 1)
<S>                                                             <C>            <C>         <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------
Virgin Islands Pub. Fin. Auth. Rev.,
   Hwy. Trans. Trust Fund                                       BBB(c)           7.70%       10/01/04   $  2,500     $  2,739,550
   Hwy. Trans. Trust Fund, Ser. A                               NR               7.25        10/01/18      2,550        2,690,148
                                                                                                                     ------------
Total long-term investments (cost $280,229,855)                                                                       299,472,213
                                                                                                                     ------------
SHORT-TERM INVESTMENTS--7.5%
Babylon Ind. Dev. Agcy. Res. Rec. Rev., Ser. 89, F.R.D.D.       A1+(c)           3.50         9/01/95      1,000        1,000,000
New York City, Gen. Oblig.,
   Ser. 94A-4, F.R.D.D.                                         VMIG1            3.45         9/01/95        400          400,000
   Ser. A, F.R.D.D.                                             VMIG1            3.45         9/01/95      2,200        2,200,000
New York City Hsg. Dev. Corp., E.17th St. Property,
   Ser. 93A, F.R.D.D.                                           A-1(c)           3.50         9/01/95      4,300        4,300,000
New York St. Dorm. Auth. Rev.,
   St. Francis Center at the Knolls, F.R.D.D.                   VMIG1            3.45         9/01/95      2,600        2,600,000
New York St. Energy Resch. & Dev. Auth. Rev., F.R.D.D.,
   Energy & Gas, Ser. 94B                                       VMIG1            3.15         9/01/95        300          300,000
   Niagara Mohawk Pwr. Corp., Ser. 85A                          A1+(c)           3.50         9/01/95      4,800        4,800,000
   Niagara Mohawk Pwr. Corp., Ser. 85B                          P1               3.45         9/01/95        800          800,000
   Niagara Mohawk Pwr. Corp., Ser. 86A                          P1               3.55         9/01/95      8,000        8,000,000
                                                                                                                     ------------
Total short-term investments (cost $24,400,000)                                                                        24,400,000
                                                                                                                     ------------
Total Investments--99.2%
(cost $304,629,855; Note 4)                                                                                           323,872,213
Other assets in excess of liabilities--0.8%                                                                             2,694,687
                                                                                                                     ------------
Net Assets--100%                                                                                                     $326,566,900
                                                                                                                     ------------
                                                                                                                     ------------
</TABLE>

- ---------------
(a) The following abbreviations are used in portfolio descriptions:
    A.M.B.A.C.--American Municipal Bond Assurance Corporation.
    F.G.I.C.--Financial Guaranty Insurance Company.
    F.H.A.--Federal Housing Administration.
    F.R.D.D.--Floating Rate (Daily) Demand Note (b).
    F.S.A.--Financial Security Assurance.
  G.N.M.A.--Government National Mortgage Association.
    M.B.I.A.--Municipal Bond Insurance Association.
<TABLE>
<C>  <S>
 (b) For purposes of amortized cost valuation, the maturity date of such security is considered to be the later of the next date
     on which the security can be redeemed at par or the next date on which the rate of interest is adjusted.
 (c) Standard & Poor's rating.
 (d) Prerefunded issues are secured by escrowed cash and/or direct U.S. guaranteed obligations.
 (e) Inverse floating rate bond. The coupon is inversely indexed to a floating interest rate. The rate shown is the rate at
     period end.
</TABLE>

NR--Not Rated by Moody's or Standard & Poor's.
The Fund's current Statement of Additional Information contains a description of
Moody's and Standard & Poor's ratings.

- --------------------------------------------------------------------------------
                                             See Notes to Financial Statements.


                                      B-155


<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Statement of Assets and Liabilities             NEW YORK SERIES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                                                <C>
Assets                                                                                                         August 31, 1995
Investments, at value (cost $304,629,855)....................................................................      $323,872,213
Interest receivable..........................................................................................         3,417,340
Receivable for Series shares sold............................................................................            65,397
Receivable for investments sold..............................................................................            36,174
Prepaid expenses and other assets............................................................................             9,660
                                                                                                                   ------------
   Total assets..............................................................................................       327,400,784
                                                                                                                   ------------
Liabilities
Payable for Series shares reacquired.........................................................................           369,813
Dividends payable............................................................................................           191,114
Management fee payable.......................................................................................           123,502
Distribution fee payable.....................................................................................            82,783
Accrued expenses and other liabilities.......................................................................            65,072
Deferred trustees' fees......................................................................................             1,600
                                                                                                                   ------------
   Total liabilities.........................................................................................           833,884
                                                                                                                   ------------
Net Assets...................................................................................................      $326,566,900
                                                                                                                   ------------
                                                                                                                   ------------
Net assets were comprised of:
   Shares of beneficial interest, at par.....................................................................      $    274,187
   Paid-in capital in excess of par..........................................................................       308,048,008
                                                                                                                   ------------
                                                                                                                    308,322,195
   Accumulated net realized loss on investments..............................................................          (997,653)
   Net unrealized appreciation on investments................................................................        19,242,358
                                                                                                                   ------------
Net assets, August 31, 1995..................................................................................      $326,566,900
                                                                                                                   ------------
                                                                                                                   ------------
Class A:
   Net asset value and redemption price per share
      ($163,024,630 / 13,689,565 shares of beneficial interest issued and outstanding).......................            $11.91
   Maximum sales charge (3.0% of offering price).............................................................               .37
   Maximum offering price to public..........................................................................            $12.28
Class B:
   Net asset value, offering price and redemption price per share
      ($163,012,854 / 13,684,725 shares of beneficial interest issued and outstanding).......................            $11.91
Class C:
   Net asset value, offering price and redemption price per share
      ($529,416 / 44,444 shares of beneficial interest issued and outstanding)...............................            $11.91
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-156


<PAGE>

PRUDENTIAL MUNICIPAL SERIES FUND
NEW YORK SERIES
Statement of Operations
- ------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>
                                                 Year Ended
Net Investment Income                          August 31, 1995
<S>                                            <C>
Income
   Interest and discount earned.............    $  20,849,233
                                               ---------------
Expenses
   Management fee (net of fee waiver of
      $108,361).............................        1,518,552
   Distribution fee--Class A................           95,024
   Distribution fee--Class B................        1,150,164
   Distribution fee--Class C................            2,439
   Transfer agent's fees and expenses.......          183,000
   Custodian's fees and expenses............          115,000
   Registration fees........................           65,000
   Legal fees...............................           40,000
   Reports to shareholders..................           33,000
   Audit fee................................           11,000
   Trustees' fees...........................            3,200
   Miscellaneous............................           15,340
                                               ---------------
      Total expenses........................        3,231,719
   Less: custodian fee credit...............          (15,291)
                                               ---------------
      Net expenses..........................        3,216,428
                                               ---------------
Net investment income.......................       17,632,805
                                               ---------------
Realized and Unrealized Gain (Loss)
on Investments
Net realized gain (loss) on:
   Investment transactions..................            3,593
   Financial futures transactions...........         (428,642)
                                               ---------------
                                                     (425,049)
                                               ---------------
Net change in unrealized appreciation
   (depreciation) on:
   Investments..............................        5,028,670
   Financial futures contracts..............           (4,844)
                                               ---------------
                                                    5,023,826
                                               ---------------
Net gain on investments.....................        4,598,777
                                               ---------------
Net Increase in Net Assets Resulting
from Operations.............................    $  22,231,582
                                               ---------------
                                               ---------------
</TABLE>

PRUDENTIAL MUNICIPAL SERIES FUND
NEW YORK SERIES
Statement of Changes in Net Assets
- ------------------------------------------------------------
- ------------------------------------------------------------

<TABLE>
<CAPTION>
Increase (Decrease)                    Year Ended August 31,
in Net Assets                           1995            1994
                                       ------          ------
<S>                                 <C>             <C>
Operations
   Net investment income..........  $ 17,632,805    $ 18,454,581
   Net realized loss on investment
      transactions................      (425,049)        (16,054)
   Net change in unrealized
      appreciation (depreciation)
      of investments..............     5,023,826     (25,211,565)
                                    ------------    ------------
   Net increase (decrease) in net
      assets resulting from
      operations..................    22,231,582      (6,773,038)
                                    ------------    ------------
Dividends from net investment
   income (Note 1)
   Class A........................    (5,367,852)       (734,832)
   Class B........................   (12,248,452)    (17,719,575)
   Class C........................       (16,501)           (174)
                                    ------------    ------------
                                     (17,632,805)    (18,454,581)
                                    ------------    ------------
Series share transactions (net of
   share conversions) (Note 5)
   Net proceeds from shares
      sold........................    18,761,553      41,684,512
   Net asset value of shares
      issued in reinvestment of
      dividends...................    10,361,213      11,015,273
   Cost of shares reacquired......   (52,939,335)    (52,115,672)
                                    ------------    ------------
   Net increase (decrease) in net
      assets from Series share
      transactions................   (23,816,569)        584,113
                                    ------------    ------------
Total decrease....................   (19,217,792)    (24,643,506)
Net Assets
Beginning of year.................   345,784,692     370,428,198
                                    ------------    ------------
End of year.......................  $326,566,900    $345,784,692
                                    ------------    ------------
                                    ------------    ------------
</TABLE>

- --------------------------------------------------------------------------------
                                             See Notes to Financial Statements.


                                      B-157


<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                   NEW YORK SERIES
- --------------------------------------------------------------------------------
Prudential Municipal Series Fund (the ``Fund'') is registered under the
Investment Company Act of 1940 as an open-end investment company. The Fund was
organized as a Massachusetts business trust on May 18, 1984 and consists of
seventeen series. The monies of each series are invested in separate,
independently managed portfolios. The New York Series (the ``Series'') commenced
investment operations in September, 1984. The Series is diversified and seeks to
achieve its investment objective of obtaining the maximum amount of income
exempt from federal and applicable state and city income taxes with the minimum
of risk by investing in ``investment grade'' tax-exempt securities and whose
ratings are within the four highest ratings categories by a nationally
recognized statistical rating organization or, if not rated, are of comparable
quality. The ability of the issuers of the securities held by the Series to meet
their obligations may be affected by economic developments in a specific state,
industry or region.
- ------------------------------------------------------------
Note 1. Accounting Policies
The following is a summary of significant accounting policies followed by the
Fund, and the Series, in the preparation of its financial statements.
Securities Valuations: The Series values municipal securities (including
commitments to purchase such securities on a ``when-issued'' basis) on the basis
of prices provided by a pricing service which uses information with respect to
transactions in bonds, quotations from bond dealers, market transactions in
comparable securities and various relationships between securities in
determining values. If market quotations are not readily available from such
pricing service, a security is valued at its fair value as determined under
procedures established by the Trustees.
Short-term securities which mature in more than 60 days are valued at current
market quotations. Short-term securities which mature in 60 days or less are
valued at amortized cost.
All securities are valued as of 4:15 P.M., New York time.
Financial Futures Contracts: A financial futures contract is an agreement to
purchase (long) or sell (short) an agreed amount of securities at a set price
for delivery on a future date. Upon entering into a financial futures contract,
the Series is required to pledge to the broker an amount of cash and/or other
assets equal to a certain percentage of the contract amount. This amount is
known as the ``initial margin''. Subsequent payments, known as ``variation
margin'', are made or received by the Series each day, depending on the daily
fluctuations in the value of the underlying security. Such variation margin is
recorded for financial statement purposes on a daily basis as unrealized gain or
loss. When the contract expires or is closed, the gain or loss is realized and
is presented in the statement of operations as net realized gain (loss) on
financial futures contracts.
The Series invests in financial futures contracts in order to hedge its existing
portfolio securities or securities the Series intends to purchase, against
fluctuations in value caused by changes in prevailing interest rates. Should
interest rates move unexpectedly, the Series may not achieve the anticipated
benefits of the financial futures contracts and may realize a loss. The use of
futures transactions involves the risk of imperfect correlation in movements in
the price of futures contracts, interest rates and the underlying hedged assets.
There were no futures contracts outstanding at August 31, 1995.
Securities Transactions and Investment Income: Securities transactions are
recorded on the trade date. Realized gains and losses on sales of securities are
calculated on the identified cost basis. Interest income is recorded on the
accrual basis. The Series amortizes premiums and original issue discount paid on
purchases of portfolio securities as adjustments to interest income.
Net investment income (other than distribution fees), and unrealized and
realized gains or losses are allocated daily to each class of shares based upon
the relative proportion of net assets of each class at the beginning of the day.
Federal Income Taxes: For federal income tax purposes, each series in the Fund
is treated as a separate taxpaying entity. It is the intent of the Series to
continue to meet the requirements of the Internal Revenue Code applicable to
regulated investment companies and to distribute all of its net income to
shareholders. For this reason and because substantially all of the Series' gross
income consists of tax-exempt interest, no federal income tax provision is
required.
Dividends and Distributions: The Series declares daily dividends from net
investment income. Payment of dividends is made monthly. Distributions of net
capital gains, if any, are made annually.
Income distributions and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted accounting
principles.

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



                                      B-158


<PAGE>


                                                PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                   NEW YORK SERIES
- --------------------------------------------------------------------------------
- ------------------------------------------------------------
Note 2. Agreements
The Fund has a management agreement with Prudential Mutual Fund Management, Inc.
(``PMF''). Pursuant to this agreement, PMF has responsibility for all investment
advisory services and supervises the subadviser's performance of such services.
PMF has entered into a subadvisory agreement with The Prudential Investment
Corporation (``PIC''); PIC furnishes investment advisory services in connection
with the management of the Fund. PMF pays for the cost of the subadviser's
services, the compensation of officers of the Fund, occupancy and certain
clerical and bookkeeping costs of the Fund. The Fund bears all other costs and
expenses.
The management fee paid PMF is computed daily and payable monthly, at an annual
rate of .50 of 1% of the average daily net assets of the Series. Effective
January 1, 1995, PMF has agreed to waive a portion (.05 of 1% of the Series'
average daily net assets) of its management fee, which amounted to $108,361
($0.004 per share; 0.03% of average daily net assets). The Series is not
required to reimburse PMF for such waiver.
The Fund has distribution agreements with Prudential Mutual Fund Distributors,
Inc. (``PMFD''), which acts as the distributor of the Class A shares of the
Fund, and with Prudential Securities Incorporated (``PSI''), which acts as
distributor of the Class B and Class C shares of the Fund (collectively the
``Distributors''). The Fund compensates the Distributors for distributing and
servicing the Fund's Class A, Class B and Class C shares, pursuant to plans of
distribution, (the ``Class A, B and C Plans'') regardless of expenses actually
incurred by them. The distribution fees are accrued daily and payable monthly.
Pursuant to the Class A, B and C Plans, the Fund compensates the Distributors
for distribution-related activities at an annual rate of up to .30 of 1%, .50 of
1% and 1%, of the average daily net assets of the Class A, B and C shares,
respectively. Such expenses under the Plans were .10 of 1%, .50 of 1% and .75 of
1% of the average daily net assets of the Class A, B and C shares, respectively,
for the fiscal year ended August 31, 1995.
PMFD has advised the Series that it has received approximately $39,400 in
front-end sales charges resulting from sales of Class A shares during the fiscal
year ended August 31, 1995. From these fees, PMFD paid such sales charges to PSI
and Pruco Securities Corporation, affiliated broker-dealers, which in turn paid
commissions to salespersons and incurred other distribution costs.
PSI has advised the Series that for the year ended August 31, 1995, it received
approximately $360,200 in contingent deferred sales charges imposed upon certain
redemptions by Class B and C shareholders.
PMFD is a wholly-owned subsidiary of PMF; PSI, PMF and PIC are indirect,
wholly-owned subsidiaries of The Prudential Insurance Company of America.
- ------------------------------------------------------------
Note 3. Other Transactions with Affiliates
Prudential Mutual Fund Services, Inc. (``PMFS''), a wholly-owned subsidiary of
PMF, serves as the Fund's transfer agent. During the fiscal year ended August
31, 1995, the Series incurred fees of approximately $134,000 for the services of
PMFS. As of August 31, 1995, approximately $11,000 of such fees were due to
PMFS. Transfer agent fees and expenses in the Statement of Operations include
certain out-of-pocket expenses paid to non-affiliates.
- ------------------------------------------------------------
Note 4. Portfolio Securities
Purchases and sales of portfolio securities of the Series, excluding short-term
investments, for the fiscal year ended August 31, 1995 were $176,874,532 and
$219,612,500, respectively.
The cost basis of investments for federal income tax purposes at August 31, 1995
was $304,658,055 and, accordingly, net unrealized appreciation investments for
federal income tax purposes was $19,214,158 (gross unrealized
appreciation--$19,976,506, gross unrealized depreciation--$762,348).
For federal income tax purposes, the Series had a capital loss carryforward as
of August 31, 1995 of approximately $1,041,800, of which $15,700 expires in 1999
and $1,026,100 expires in 2003. Accordingly, no capital gains distributions are
expected to be paid to shareholders until net gains have been realized in excess
of such carryforward.
The Series elected to treat net capital losses of approximately $531,600
incurred in the ten month period ended August 31, 1994 as having occurred in the
current fiscal year.
- ------------------------------------------------------------
Note 5. Capital
The Series currently offers Class A, Class B and Class C shares. Class A shares
are sold with a front-end sales charge of up to 3%. Class B shares are sold with
a contingent deferred sales charge which declines from 5% to zero depending on
the period of time the shares are held. Class C

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

                                      B-159


<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                   NEW YORK SERIES
- --------------------------------------------------------------------------------
shares are sold with a contingent deferred sales charge of 1% during the first
year. Class B shares automatically convert to Class A shares on a quarterly
basis approximately seven years after purchase. A special exchange privilege is
also available for shareholders who qualified to purchase Class A shares at net
asset value.
The Fund has authorized an unlimited number of shares of beneficial interest of
each class at $.01 par value per share.
Transactions in shares of beneficial interest for the years ended August 31,
1995 and 1994 were as follows:
<TABLE>
<CAPTION>
Class A                               Shares          Amount
- ----------------------------------  -----------    -------------
<S>                                 <C>            <C>
Year ended August 31 1995:
Shares sold.......................      277,184    $   3,225,910
Shares issued in reinvestment of
  dividends.......................      267,148        3,155,429
Shares reacquired.................   (1,006,903)     (11,817,623)
                                    -----------    -------------
Net decrease in shares outstanding
  before conversion...............     (462,571)      (5,436,284)
Shares issued upon conversion from
  Class B.........................   12,985,377      149,561,617
                                    -----------    -------------
Net increase in shares
  outstanding.....................   12,522,806    $ 144,125,333
                                    -----------    -------------
                                    -----------    -------------
Year ended August 31, 1994:
Shares sold.......................      568,443    $   6,979,928
Shares issued in reinvestment of
  dividends.......................       34,634          419,800
Shares reacquired.................     (379,015)      (4,536,278)
                                    -----------    -------------
Net increase in shares
  outstanding.....................      224,062    $   2,863,450
                                    -----------    -------------
                                    -----------    -------------
</TABLE>
<TABLE>
<CAPTION>
Class B                               Shares          Amount
- ----------------------------------  -----------    -------------
<S>                                 <C>            <C>
Year ended August 31, 1995:
Shares sold.......................    1,310,430    $  15,158,331
Shares issued in reinvestment of
  dividends.......................      627,938        7,192,642
Shares reacquired.................   (3,612,951)     (41,102,851)
                                    -----------    -------------
Net decrease in shares outstanding
  before conversion...............   (1,674,583)     (18,751,878)
Shares reacquired upon conversion
  into Class A....................  (12,985,377)    (149,561,617)
                                    -----------    -------------
Net decrease in shares
  outstanding.....................  (14,659,960)   $(168,313,495)
                                    -----------    -------------
                                    -----------    -------------
Year ended August 31, 1994:
Shares sold.......................    2,819,758    $  34,553,962
Shares issued in reinvestment of
  dividends.......................      873,809       10,595,424
Shares reacquired.................   (3,939,794)     (47,570,423)
                                    -----------    -------------
Net decrease in shares
  outstanding.....................     (246,227)   $  (2,421,037)
                                    -----------    -------------
                                    -----------    -------------

<CAPTION>
Class C
- ----------------------------------
<S>                                 <C>            <C>
Year ended August 31, 1995:
Shares sold.......................       32,796    $     377,312
Shares issued in reinvestment of
  dividends.......................        1,131           13,142
Shares reacquired.................       (1,612)         (18,861)
                                    -----------    -------------
Net increase in shares
  outstanding.....................       32,315    $     371,593
                                    -----------    -------------
                                    -----------    -------------
August 1, 1994(a) through
  August 31, 1994:
Shares sold.......................       12,897    $     150,622
Shares issued in reinvestment of
  dividends.......................            4               49
Shares reacquired.................         (772)          (8,971)
                                    -----------    -------------
Net increase in shares
  outstanding.....................       12,129    $     141,700
                                    -----------    -------------
                                    -----------    -------------
- ---------------
(a) Commencement of offering of Class C shares.
</TABLE>

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


                                      B-160


<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                            NEW YORK SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                          Class A
                                                   ------------------------------------------------------
                                                                   Year Ended August 31,
                                                   ------------------------------------------------------
                                                     1995        1994        1993        1992       1991
                                                   --------     -------     -------     ------     ------
<S>                                                <C>          <C>         <C>         <C>        <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year.............    $  11.71     $ 12.54     $ 11.75     $11.08     $10.62
                                                   --------     -------     -------     ------     ------
Income from investment operations
Net investment income..........................         .66(a)      .67         .70        .71        .72
Net realized and unrealized gain (loss) on
   investment transactions.....................         .20        (.83)        .79        .67        .46
                                                   --------     -------     -------     ------     ------
   Total from investment operations............         .86        (.16)       1.49       1.38       1.18
Less dividends
Dividends from net investment income...........        (.66)       (.67)       (.70)      (.71)      (.72)
                                                   --------     -------     -------     ------     ------
Net asset value, end of year...................    $  11.91     $ 11.71     $ 12.54     $11.75     $11.08
                                                   --------     -------     -------     ------     ------
                                                   --------     -------     -------     ------     ------
TOTAL RETURN(b):...............................        7.70%      (1.38)%     13.06%     12.73%     11.49%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000)..................    $163,025     $13,661     $11,821     $6,057     $2,729
Average net assets (000).......................    $ 95,024     $13,454     $ 8,755     $4,024     $1,579
Ratios to average net assets:
   Expenses, including distribution fees.......         .69%(a)     .74%        .74%       .74%       .71%
   Expenses, excluding distribution fees.......         .59%(a)     .64%        .64%       .64%       .61%
   Net investment income.......................        5.65%(a)    5.46%       5.78%      6.19%      6.61%
Portfolio turnover rate........................          57%         49%         44%        45%        78%
</TABLE>

<TABLE>
<C>  <S>
- ---------------
 (a) Net of fee waiver.
 (b) Total return does not consider the effects of sales loads. Total return is calculated assuming a purchase of shares on the
     first day and a sale on the last day of each year reported and includes reinvestment of dividends.
</TABLE>

- --------------------------------------------------------------------------------
                                            See Notes to Financial Statements.


                                      B-161


<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                            NEW YORK SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                                      Class C
                                                                             Class B                                ------------
                                                   ------------------------------------------------------------         Year
                                                                      Year Ended August 31,                            Ended
                                                   ------------------------------------------------------------      August 31,
                                                     1995         1994         1993         1992         1991           1995
                                                   --------     --------     --------     --------     --------        -------
<S>                                                <C>          <C>          <C>          <C>          <C>          <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period...........    $  11.71     $  12.54     $  11.75     $  11.08     $  10.62        $11.71
                                                   --------     --------     --------     --------     --------       -------
Income from investment operations
Net investment income..........................         .61(a)       .62          .65          .66          .67           .58(a)
Net realized and unrealized gain (loss) on
  investment transactions......................         .20         (.83)         .79          .67          .46           .20
                                                   --------     --------     --------     --------     --------       -------
   Total from investment operations............         .81         (.21)        1.44         1.33         1.13           .78
Less dividends
Dividends from net investment income...........        (.61)        (.62)        (.65)        (.66)        (.67)         (.58)
                                                   --------     --------     --------     --------     --------       -------
Net asset value, end of period.................    $  11.91     $  11.71     $  12.54     $  11.75     $  11.08        $11.91
                                                   --------     --------     --------     --------     --------       -------
                                                   --------     --------     --------     --------     --------       -------
TOTAL RETURN(b):...............................        7.27%       (1.77)%      12.61%       12.32%       10.96%         7.01%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)................    $163,013     $331,982     $358,607     $316,472     $293,942        $  529
Average net assets (000).......................    $230,033     $350,564     $330,823     $303,016     $295,285        $  325
Ratios to average net assets:
   Expenses, including distribution fees.......        1.11%(a)     1.14%        1.14%        1.14%        1.11%         1.36%(a)
   Expenses, excluding distribution fees.......         .61%(a)      .64%         .64%         .64%         .61%          .61%(a)
   Net investment income.......................        5.30%(a)     5.06%        5.38%        5.79%        6.21%         5.05%(a)
Portfolio turnover rate........................          57%          49%          44%          45%          78%           57%
<CAPTION>

                                                 August 1,
                                                  Through
                                                 August 31,
                                                    1994
<S>                                                <C>
                                                    -----

PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period...........    $11.74
                                                    -----

Income from investment operations
Net investment income..........................       .04
Net realized and unrealized gain (loss) on
  investment transactions......................      (.03)
                                                    -----

   Total from investment operations............       .01
Less dividends
Dividends from net investment income...........      (.04)
                                                    -----

Net asset value, end of period.................    $11.71
                                                    -----
                                                    -----

TOTAL RETURN(b):...............................      0.06%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)................    $  142
Average net assets (000).......................    $   42
Ratios to average net assets:
   Expenses, including distribution fees.......      1.62%(c)
   Expenses, excluding distribution fees.......       .87%(c)
   Net investment income.......................      5.17%(c)
Portfolio turnover rate........................        49%
</TABLE>

<TABLE>
<C>  <S>
- ---------------
 (a) Net of fee waiver.
 (b) Total return does not consider the effects of sales loads. Total return is calculated assuming a purchase of shares on the
     first day and a sale on the last day of each period reported and includes reinvestment of dividends. Total returns for
     periods of less than a full year are not annualized.
 (c) Annualized.
 (d) Commencement of offering of Class C shares.
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-162


<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Independent Auditors' Report                    NEW YORK SERIES
- --------------------------------------------------------------------------------
The Shareholders and Board of Trustees
Prudential Municipal Series Fund, New York Series
We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Prudential Municipal Series Fund, New York
Series, as of August 31, 1995, the related statements of operations for the year
then ended and of changes in net assets for each of the two years in the period
then ended, and the financial highlights for each of the five years in the
period then ended. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights 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 and financial
highlights 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 the securities owned as of
August 31, 1995 by correspondence with the custodian. 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 and financial highlights present
fairly, in all material respects, the financial position of Prudential Municipal
Series Fund, New York Series, as of August 31, 1995, the results of its
operations, the changes in its net assets, and its financial highlights for the
respective stated periods in conformity with generally accepted accounting
principles.
DELOITTE & TOUCHE LLP
New York, New York
October 16, 1995


                                      B-163

<PAGE>


Portfolio of Investments as                   PRUDENTIAL MUNICIPAL SERIES FUND
of August 31, 1995                            NEW YORK MONEY MARKET SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest     Maturity     Amount         Value
Description (a)                                                 (Unaudited)      Rate         Date        (000)        (Note 1)
<S>                                                             <C>            <C>         <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------
Albany City Sch. Dist., Ser. 95, B.A.N.                         NR               4.50%        5/03/96   $  2,000     $  2,002,175
Amherst Ind. Dev. Agcy. Rev., Gen. Accident Ins. Co., Ser.
   85, S.O.T.                                                   A-1+(c)          4.35        11/01/95      3,100        3,100,000
Babylon, Gen. Oblig., Ser. 94B, F.R.W.D., A.M.B.A.C.            VMIG1            3.20         9/06/95      4,700        4,700,000
Babylon Ind. Dev. Agcy. Rev., Res. Rec. Rev., Ser. 89,
   F.R.D.D.                                                     A-1+(c)          3.50         9/01/95      6,500        6,500,000
Battery Park Auth. Rev., Ser. 90, F.R.W.D.                      A-1(c)           3.80         9/06/95      5,000        5,000,000
Commack Union Free Sch. Dist., Ser. 95, T.A.N.                  NR               4.25         6/28/96      2,500        2,509,916
East Islip Union Free Sch. Dist., Ser. 95, T.A.N.               NR               4.50         6/28/96      7,110        7,144,911
Farmingdale Union Free Sch. Dist., Ser. 95, T.A.N.              NR               4.25         6/27/96      3,675        3,684,313
Franklinville Central Sch. Dist., Ser 93, F.R.W.D.              NR               3.75         9/07/95      4,250        4,250,000
Guilderland Ind. Dev. Agcy. Rev., Northeastern Ind'l.
   Park, Ser. 93A, F.R.W.D.                                     P-1              3.50         9/06/95      1,500        1,500,000
Monroe Cnty. Ind. Dev. Agcy. Rev., Gen. Accident Ins. Co.,
   Ser. 84, S.O.T.                                              A-1+(c)          3.85         9/01/95      7,000        7,000,000
Mt. Pleasant Ind. Dev. Agcy. Rev., Poll. Ctrl. Rev., Gen.
   Motors Corp. Proj., F.R.W.D.                                 VMIG2            3.70         9/06/95      6,095        6,095,000
Nassau Cnty., Gen. Oblig., Ser. 95B, R.A.N.                     SP-1(c)          4.25         3/15/96      4,000        4,010,443
Nassau Cnty., Ser. 95F, B.A.N.                                  MIG1             4.50         3/15/96      4,980        4,994,346
New York City, Gen. Oblig.,
   Ser. 94A-4, F.R.D.D.                                         VMIG1            3.45         9/01/95      1,800        1,800,000
   Ser. 95, F.R.D.D., M.B.I.A.                                  VMIG1            3.40         9/01/95        800          800,000
   Ser. 95, T.A.N.                                              MIG1             4.50         2/15/96      8,000        8,030,247
   Ser. 95B-9, T.E.C.P.                                         VMIG1            3.70        10/03/95      2,900        2,900,000
   Ser. 95F-3, F.R.W.D.                                         VMIG1            3.60         9/06/95      6,300        6,300,000
   Ser. 95F-5, F.R.W.D.                                         VMIG1            3.55         9/06/95        700          700,000
New York City Hsg. Dev. Corp.,
   E.17th St. Property, Ser. 93A, F.R.D.D.                      A-1(c)           3.50         9/01/95      4,600        4,600,000
   James Tower Proj., Ser. 94A, F.R.W.D.                        A-1(c)           3.40         9/06/95      4,200        4,200,000
   Related E. 96th St. Proj., Ser. 90A, F.R.W.D.                VMIG1            3.50         9/07/95     13,500       13,500,000
New York City Ind. Dev. Agcy. Rev.,
   Japan Airlines, Ser. 91, F.R.D.D.                            A-1+(c)          3.65         9/01/95     15,200       15,200,000
   Viola Bakeries, Ser. 90, F.R.W.D.                            VMIG1            3.60         9/06/95      2,650        2,650,000
New York City Mun. Water Fin. Auth., Water & Sew. Rev.,
   Ser. 9-3, T.E.C.P.                                           VMIG1            3.55         9/20/95      3,000        3,000,000
   Ser. 9-3, T.E.C.P.                                           P-1              3.75        10/13/95      1,500        1,500,000
   Ser. 9-3, T.E.C.P.                                           P-1              3.80        12/15/95      4,000        4,000,000
New York City Unltd. Tax Rev., JPM Putters, Ser. 33,
   F.R.W.D., M.B.I.A.                                           VMIG1            3.55         9/07/95      3,100        3,100,000
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-164

<PAGE>

Portfolio of Investments as                   PRUDENTIAL MUNICIPAL SERIES FUND
of August 31, 1995                            NEW YORK MONEY MARKET SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest     Maturity     Amount         Value
Description (a)                                                 (Unaudited)      Rate         Date        (000)        (Note 1)
<S>                                                             <C>            <C>         <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------
New York St., Gen. Oblig., Ser. P, T.E.C.P.                     P-1              3.75%       10/05/95   $  4,800     $  4,800,000
New York St. Dorm. Auth. Rev.,
   Mem. Sloan Kettering, Ser. 89A, T.E.C.P.                     VMIG1            3.10         9/21/95      4,500        4,500,000
   Miriam Osborn Memorial Home, F.R.W.D.                        VMIG1            3.30         9/06/95      4,700        4,700,000
   Rockefeller Univ., Ser. 91A, F.R.W.D.                        Aaa              3.76         9/06/95     13,600       13,600,000
   St. Francis Center at the Knolls, F.R.D.D.                   VMIG1            3.45         9/01/95      4,000        4,000,000
New York St. Energy Res. & Dev. Auth.,
   Long Island Ltg. Co. Proj.,
      Ser. 85B, A.M.T.                                          VMIG1            4.70         3/01/96      7,500        7,500,000
      Ser. 95A, F.R.W.D.                                        VMIG1            3.30         9/06/95      5,000        5,000,000
   New York St. Elec. & Gas Co., Ser. 84A, A.M.T.               A-1+(c)          4.60        12/01/95      4,000        4,000,000
   Niagara Mohawk Pwr. Corp.,
      Ser. 85B, F.R.D.D.                                        P-1              3.45         9/01/95        500          500,000
      Ser. 85C, F.R.D.D.                                        P-1              3.45         9/01/95      2,600        2,600,000
      Ser. 86A, F.R.D.D.                                        P-1              3.55         9/01/95      9,500        9,500,000
   Pollution Control Rev.,
      Ser. 85A, A.O.T.                                          A-1+(c)          4.65         3/15/96      2,000        2,000,000
      Ser. 85B, A.O.T.                                          Aaa              4.10        10/15/95      3,250        3,250,000
New York St. Hsg. Fin. Auth., Liberty View Apts.,
   Ser. 85A, F.R.W.D.                                           VMIG1            3.60         9/06/95      5,400        5,400,000
New York St. Job Dev. Auth., F.R.M.D.,
   Ser. 84D                                                     VMIG1            3.70         9/01/95      1,655        1,655,000
   Ser. 84E                                                     VMIG1            3.70         9/01/95      3,900        3,900,000
   Ser. 84F                                                     VMIG1            3.70         9/01/95      1,525        1,525,000
   Ser. 86C                                                     VMIG1            3.80         9/01/95      1,185        1,185,000
New York St. Local Gov't. Assistance Corp.,
   Ser. 95E, F.R.W.D.                                           VMIG1            3.50         9/06/95      3,000        3,000,000
   Ser. 95F, F.R.W.D.                                           VMIG1            3.35         9/06/95     12,400       12,400,000
New York St. Power Auth. Rev., S.M.T.                           MIG1             3.85         9/01/95     10,000       10,000,000
New York St. Thruway Auth. Rev., Ser. C, F.R.W.D.,
   F.G.I.C.                                                     NR               3.70         9/07/95      7,000        7,000,000
New York St. Urban Dev. Corp. Rev.,
   Ser. 86                                                      Aaa              8.00         1/01/96      2,500        2,540,609
   Ser. B                                                       Aaa              8.00         1/01/96      5,000        5,156,148
Niagara Cnty. Ind. Dev. Agcy. Rev., Gen. Abrasive
   Treibacher,
   Ser. 91, F.R.W.D.                                            P-1              3.65         9/06/95      4,600        4,600,000
Oswego Cnty. Ind. Dev. Agcy. Rev., Philip Morris Co., Ser.
   92, F.R.W.D.                                                 P-1              3.65         9/06/95      6,300        6,300,000
Oyster Bay, Gen. Oblig.,
   Ser. 94, B.A.N.                                              NR               4.85        12/08/95      2,000        1,999,370
   Ser. 94, B.A.N.                                              NR               5.00        12/08/95      3,000        3,000,597
</TABLE>

- --------------------------------------------------------------------------------
                                            See Notes to Financial Statements.


                                      B-165


<PAGE>

Portfolio of Investments as                   PRUDENTIAL MUNICIPAL SERIES FUND
of August 31, 1995                            NEW YORK MONEY MARKET SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest     Maturity     Amount         Value
Description (a)                                                 (Unaudited)      Rate         Date        (000)        (Note 1)
<S>                                                             <C>            <C>         <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------
Port Auth. of New York & New Jersey, Kiac Partners,
      Ser. 3-2, F.R.W.D.                                        VMIG1            3.40%        9/06/95   $  6,200     $  6,200,000
      Ser. 3-3, F.R.W.D.                                        VMIG1            3.40         9/06/95      4,500        4,500,000
   Spec. Oblig. Rev.,
      Ser.1, F.R.D.D.                                           VMIG1            3.45         9/01/95      2,500        2,500,000
      Ser. 93-1, F.R.W.D.                                       NR               3.627        9/05/95     12,000       12,000,000
Puerto Rico Comnwlth., Gov't. Dev. Bank., Ser. 95,
   T.E.C.P.                                                     A-1+(c)          3.60         9/11/95      7,700        7,700,000
Rockland Cnty., Ser. 95, B.A.N                                  NR               5.50         3/08/96      2,000        2,009,239
Sayville Union Free Sch. Dist., Ser. 95, T.A.N.                 MIG1             4.25         6/27/96      6,500        6,526,710
St. Lawrence Cnty. Ind. Dev. Agcy. Rev.,
   Clarkson Univ. Proj., Ser. 90, F.R.W.D.                      VMIG1            3.80         9/07/95      2,700        2,700,000
   Reynolds Metals, F.R.D.D.                                    P-1              3.35         9/01/95      1,000        1,000,000
   Reynolds Metals, Ser. 95, F.R.W.D.                           VMIG1            3.50         9/06/95      3,000        3,000,000
United Nations Dev. Corp. Rev., Phase 2 & 3 Sr. Lien            Aaa              7.875        7/01/96      4,000        4,204,061
Westchester Cnty., T.A.N.                                       NR               5.00        12/14/95      7,000        7,009,650
Yates Cnty. Ind. Dev. Agcy. Rev., Clearplass Containers
   Inc.,
   Ser. 92A, F.R.W.D.                                           A-1(c)           3.75         9/07/95      1,455        1,455,000
                                                                                                                     ------------
Total Investments--102.0%
(amortized cost--$331,187,735(d))                                                                                     331,187,735
Liabilities in excess of other assets--(2.0)%                                                                          (6,490,118)
                                                                                                                     ------------
Net Assets--100%                                                                                                     $324,697,617
                                                                                                                     ------------
                                                                                                                     ------------
</TABLE>

- ---------------
(a) The following abbreviations are used in portfolio descriptions:
    A.M.B.A.C.--American Municipal Bond Assurance Corporation.
    A.M.T.--Annual Mandatory Tender (b).
    A.O.T.--Annual Optional Tender (b).
    B.A.N.--Bond Anticipation Note.
    F.G.I.C.--Financial Guaranty Insurance Company.
    F.R.D.D.--Floating Rate (Daily) Demand Note (b).
    F.R.M.D.--Floating Rate (Monthly) Demand Note (b).
    F.R.W.D.--Floating Rate (Weekly) Demand Note (b).
    M.B.I.A.--Municipal Bond Insurance Association.
    R.A.N.--Revenue Anticipation Note.
    S.M.T.--Semi-Annual Mandatory Tender (b).
    S.O.T.--Semi-Annual Optional Tender (b).
    T.A.N.--Tax Anticipation Note.
    T.E.C.P.--Tax-Exempt Commercial Paper.

 (b) For purposes of amortized cost valuation, the maturity date of such
     securities is considered to be the later of the next date on which the
     security can be redeemed at par or the next date on which the rate of
     interest is adjusted.
 (c) Standard & Poor's rating.
 (d) The cost of securities for federal income tax purposes is substantially
     the same as for financial reporting purposes.

NR--Not Rated by Moody's or Standard & Poor's.
The Fund's current Statement of Additional Information contains a description of
Moody's and Standard & Poor's ratings.

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-166


<PAGE>

                                               PRUDENTIAL MUNICIPAL SERIES FUND
Statement of Assets and Liabilities            NEW YORK MONEY MARKET SERIES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                                                <C>
Assets                                                                                                         August 31, 1995
Investments, at amortized cost which approximates market value...............................................      $331,187,735
Receivable for investments sold..............................................................................        14,312,795
Receivable for Series shares sold............................................................................         2,544,647
Interest receivable..........................................................................................         2,064,757
Deferred expenses and other assets...........................................................................             7,167
                                                                                                                   ------------
   Total assets..............................................................................................       350,117,101
                                                                                                                   ------------
Liabilities
Payable for investments purchased............................................................................        17,000,000
Payable for Series shares reacquired.........................................................................         8,009,423
Accrued expenses and other liabilities.......................................................................           143,748
Management fee payable.......................................................................................           137,878
Dividends payable............................................................................................           111,421
Distribution fee payable.....................................................................................            15,414
Deferred trustee fees........................................................................................             1,600
                                                                                                                   ------------
   Total liabilities.........................................................................................        25,419,484
                                                                                                                   ------------
Net Assets...................................................................................................      $324,697,617
                                                                                                                   ------------
                                                                                                                   ------------
Net assets were comprised of:
   Shares of beneficial interest, at $.01 par value..........................................................      $  3,246,976
   Paid-in capital in excess of par..........................................................................       321,450,641
                                                                                                                   ------------
Net assets, August 31, 1995..................................................................................      $324,697,617
                                                                                                                   ------------
                                                                                                                   ------------
Net asset value, offering price and redemption price per share ($324,697,617 / 324,697,617
   shares of beneficial interest issued and outstanding; unlimited number of shares authorized)..............             $1.00
</TABLE>

- --------------------------------------------------------------------------------
                                            See Notes to Financial Statements.


                                      B-167


<PAGE>

PRUDENTIAL MUNICIPAL SERIES FUND
NEW YORK MONEY MARKET SERIES
Statement of Operations
- ------------------------------------------------------------
<TABLE>
<CAPTION>
                                                   Year Ended
Net Investment Income                            August 31, 1995
                                                 ---------------
<S>                                              <C>
Income
   Interest...................................    $  10,956,553
                                                 ---------------
Expenses
   Management fee.............................        1,463,815
   Distribution fee...........................          365,954
   Transfer agent's fees and expenses.........          137,000
   Custodian's fees and expenses..............           80,000
   Reports to shareholders....................           40,000
   Registration fees..........................           16,000
   Audit fee..................................           10,500
   Legal fees.................................           10,000
   Trustees' fees.............................            3,200
   Miscellaneous..............................           11,886
                                                 ---------------
      Total expenses..........................        2,138,355
   Less: custodian fee credit.................          (35,560)
                                                 ---------------
      Net expenses............................        2,102,795
                                                 ---------------
Net investment income.........................        8,853,758
                                                 ---------------
Net Increase in Net Assets
Resulting from Operations.....................    $   8,853,758
                                                 ---------------
                                                 ---------------
</TABLE>

PRUDENTIAL MUNICIPAL SERIES FUND
NEW YORK MONEY MARKET SERIES
Statement of Changes in Net Assets
- ------------------------------------------------------------

<TABLE>
<CAPTION>
Increase (Decrease)                   Year Ended August 31,
<S>                              <C>                <C>
in Net Assets                         1995              1994
Operations
   Net investment income.......  $     8,853,758    $   4,997,969
                                 ---------------    -------------
   Net increase in net assets
      resulting from
      operations...............        8,853,758        4,997,969
                                 ---------------    -------------
Dividends to shareholders......       (8,853,758)      (4,997,969)
                                 ---------------    -------------
Series share transactions
   (at $1 per share)
   Net proceeds from shares
      sold.....................    1,099,424,608      956,452,031
   Net asset value of shares
      issued to shareholders in
      reinvestment of
      dividends................        8,564,122        4,807,678
   Cost of shares reacquired...   (1,052,364,310)    (978,490,262)
                                 ---------------    -------------
   Net increase (decrease) in
      net assets from Series
      share transactions.......       55,624,420      (17,230,553)
                                 ---------------    -------------
Total increase (decrease)......       55,624,420      (17,230,553)
Net Assets
Beginning of year..............      269,073,197      286,303,750
                                 ---------------    -------------
End of year....................  $   324,697,617    $ 269,073,197
                                 ---------------    -------------
                                 ---------------    -------------
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-168


<PAGE>

                                              PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                 NEW YORK MONEY MARKET SERIES
- --------------------------------------------------------------------------------
Prudential Municipal Series Fund (the ``Fund'') is registered under the
Investment Company Act of 1940 as an open-end investment company. The Fund was
organized as a Massachusetts business trust on May 18, 1984 and consists of
seventeen series. The monies of each series are invested in separate,
independently managed portfolios. The New York Money Market Series (the
``Series'') commenced investment operations in April, 1985. The Series is
diversified and seeks to achieve its investment objective of providing the
highest level of income that is exempt from New York State, New York City and
federal income taxes with a minimum of risk by investing in ``investment grade''
tax-exempt securities having a maturity of thirteen months or less whose ratings
are within the two highest ratings categories by two nationally recognized
statistical rating organizations, or if not rated, are of comparable quality.
The ability of the issuers of the securities held by the Series to meet their
obligations may be affected by economic developments in a specific state,
industry or region.

- ------------------------------------------------------------
Note 1. Accounting Policies

The following is a summary of significant accounting policies followed by the
Fund, and the Series, in the preparation of its financial statements.

Securities Valuations Portfolio securities of the Series are valued at amortized
cost, which approximates market value. The amortized cost method of valuation
involves valuing a security at its cost on the date of purchase and thereafter
assuming a constant amortization to maturity of any discount or premium.

All securities are valued as of 4:30 P.M., New York time.

Securities Transactions and Investment Income Securities transactions are
recorded on the trade date. Realized gains and losses on sales of investments
are calculated on the identified cost basis. Interest income is recorded on the
accrual basis.

Federal Income Taxes For federal income tax purposes, each series in the Fund is
treated as a separate taxpaying entity. It is the intent of the Series to
continue to meet the requirements of the Internal Revenue Code applicable to
regulated investment companies and to distribute all of its net income to
shareholders. For this reason and because substantially all of the Series' gross
income consists of tax-exempt interest, no federal income tax provision is
required.

Dividends: The Series declares daily dividends from net investment income.
Payment of dividends are made monthly.
Income distributions and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted accounting
principles.

- ------------------------------------------------------------
Note 2. Agreements

The Fund has a management agreement with Prudential Mutual Fund Management, Inc.
(``PMF''). Pursuant to this agreement, PMF has responsibility for all investment
advisory services and supervises the subadviser's performance of such services.
PMF has entered into a subadvisory agreement with The Prudential Investment
Corporation (``PIC''); PIC furnishes investment advisory services in connection
with the management of the Fund. PMF pays for the cost of the subadviser's
services, the compensation of officers of the Fund, occupancy and certain
clerical and bookkeeping costs of the Fund. The Fund bears all other costs and
expenses.

The management fee paid PMF is computed daily and payable monthly, at an annual
rate of .50 of 1% of the average daily net assets of the Series.

The Fund has a distribution agreement with Prudential Mutual Fund Distributors,
Inc. (``PMFD''). To reimburse PMFD for its expenses incurred pursuant to a plan
of distribution, the Series pays PMFD a reimbursement, accrued daily and payable
monthly, at an annual rate of .125 of 1% of the Series' average daily net
assets. PMFD pays various broker-dealers, including Prudential Securities
Incorporated (``PSI'') and Pruco Securities Corporation, affiliated
broker-dealers, for account servicing fees and other expenses incurred by such
broker-dealers.

PMFD is a wholly-owned subsidiary of PMF; PSI, PMF and PIC are (indirect)
wholly-owned subsidiaries of The Prudential Insurance Company of America.

- ------------------------------------------------------------
Note 3. Other Transactions with Affiliates

Prudential Mutual Fund Services, Inc. (``PMFS''), a wholly-owned subsidiary of
PMF, serves as the Fund's transfer agent. During the year ended August 31, 1995,
the Series incurred fees of approximately $126,000 for the services of PMFS. As
of August 31, 1995, approximately $10,000 of such fees were due to PMFS.
Transfer agent fees and expenses in the Statement of Operations include certain
out-of-pocket expenses paid to non-affiliates.

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


                                      B-169

<PAGE>

                                              PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                          NEW YORK MONEY MARKET SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                             Year Ended August 31,
                                                                                -----------------------------------------------
                                                                                  1995         1994         1993         1992
                                                                                --------     --------     --------     --------
<S>                                                                             <C>          <C>          <C>          <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year..........................................    $   1.00     $   1.00     $   1.00     $   1.00
Net investment income and net realized gains................................         .03          .02          .02          .03
Dividends and distributions to shareholders.................................        (.03)        (.02)        (.02)        (.03)
                                                                                --------     --------     --------     --------
Net asset value, end of year................................................    $   1.00     $   1.00     $   1.00     $   1.00
                                                                                --------     --------     --------     --------
                                                                                --------     --------     --------     --------
TOTAL RETURN(a):............................................................        3.06%        1.80%        1.80%        2.93%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000)...............................................    $324,698     $269,073     $286,304     $249,785
Average net assets (000)....................................................    $292,763     $280,492     $275,640     $248,557
Ratios to average net assets:
  Expenses, including distribution fee......................................         .73%         .77%         .75%         .76%
  Expenses, excluding distribution fee......................................         .61%         .64%         .63%         .63%
  Net investment income.....................................................        3.02%        1.78%        1.75%        2.83%
<CAPTION>

                                                                                1991
                                                                              --------
<S>                                                                             <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year..........................................  $   1.00
Net investment income and net realized gains................................       .04
Dividends and distributions to shareholders.................................      (.04)
                                                                              --------
Net asset value, end of year................................................  $   1.00
                                                                              --------
                                                                              --------
TOTAL RETURN(a):............................................................      4.37%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000)...............................................  $236,361
Average net assets (000)....................................................  $245,494
Ratios to average net assets:
  Expenses, including distribution fee......................................       .79%
  Expenses, excluding distribution fee......................................       .66%
  Net investment income.....................................................      4.23%
</TABLE>

- ---------------
 (a) Total return includes reinvestment of dividends and distributions.

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-170

<PAGE>

                                              PRUDENTIAL MUNICIPAL SERIES FUND
Independent Auditors' Report                  NEW YORK MONEY MARKET SERIES
- --------------------------------------------------------------------------------
The Shareholders and Board of Trustees
Prudential Municipal Series Fund, New York Money Market Series

We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Prudential Municipal Series Fund, New York
Money Market Series, as of August 31, 1995, the related statements of operations
for the year then ended and of changes in net assets for each of the two years
in the period then ended, and the financial highlights for each of the five
years in the period then ended. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
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 and financial
highlights 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 the securities owned as of
August 31, 1995 by correspondence with the custodian and brokers; where replies
were not received from brokers, we performed other auditing procedures. 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 and financial highlights present
fairly, in all material respects, the financial position of Prudential Municipal
Series Fund, New York Money Market Series, as of August 31, 1995, the results of
its operations, the changes in its net assets, and its financial highlights for
the respective stated periods in conformity with generally accepted accounting
principles.


DELOITTE & TOUCHE LLP
New York, New York
October 16, 1995


                                      B-171

<PAGE>

Portfolio of Investments as                    PRUDENTIAL MUNICIPAL SERIES FUND
of August 31, 1995                             NORTH CAROLINA SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                   Moody's                               Principal
                                                                    Rating      Interest     Maturity     Amount         Value
Description (a)                                                  (Unaudited)      Rate         Date        (000)       (Note 1)
<S>                                                              <C>            <C>         <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------
LONG-TERM INVESTMENTS--93.7%
- ------------------------------------------------------------------------------------------------------------------------------
Buncombe Cnty., Pub. Impvt. Bonds,                               Aa               6.90%        3/01/09   $  1,000 (d) $ 1,101,560
City of Greensboro Enterprise Sys. Rev., Comb Ser. A             A1               5.30         6/01/15      1,000         932,660
Charlotte, Cert. of Part.,
   Conv. Fac. Proj., A.M.B.A.C.                                  Aaa                Zero      12/01/09      3,000       1,330,050
   Conv. Fac. Proj., A.M.B.A.C.                                  Aaa              5.00        12/01/21      4,000       3,561,040
Charlotte Mecklenberg Hosp., Hlth. Care Sys. Rev.,               Aa               6.25         1/01/20        750         763,553
Charlotte Wtr. & Swr.,                                           Aaa              6.20         6/01/17      1,500       1,546,530
Charlotte Wtr. & Swr.,                                           Aaa              5.90         2/01/19      1,000       1,019,110
Cleveland Cnty., Ser. 1993, F.G.I.C.                             Aaa              5.10         6/01/07      2,500       2,493,225
Concord Util. Sys. Rev., M.B.I.A.                                Aaa              5.50        12/01/14      1,000         978,990
Dare Cnty., Util. Sys. Rev., M.B.I.A.                            Aaa              5.75         6/01/14        500         495,415
Davidson Cnty.                                                   Aa               5.40         6/01/14        800         768,936
Durham Cnty., Pub. Impvt.,                                       Aaa              4.60         5/01/04      2,000       1,974,540
Fayetteville, Cert. of Part., San. Swr. & Pub. Impvt.,
   A.M.B.A.C.                                                    Aaa              6.875       12/01/08      1,750       1,891,925
Gastonia, Gen. Oblig., Wtr. Sys. & St. Impvt., F.G.I.C.          Aaa              5.25         4/01/09      1,625       1,597,066
Guilford Cnty., Pub. Impvt.,                                     Aa1              5.40         4/01/09        500         505,735
Lincoln Cnty. Gen. Oblig., Ref., F.G.I.C.                        Aaa              5.10         6/01/09      1,170       1,136,140
Martin Cnty. Ind. Facs. & Poll. Ctrl. Fin. Auth. Rev.,
   Weyerhaueser Co. Proj.,                                       A2               8.50         6/15/99        200         228,156
Mecklenberg Cnty., Pub. Impvt.,                                  Aaa              5.00         4/01/08      1,000         988,000
New Hanover Cnty. Hosp. Rev., Regl. Med. Ctr. Proj.,
   A.M.B.A.C.                                                    Aaa              4.75        10/01/23      1,600       1,328,048
No. Carolina Eastn. Mun. Pwr. Agcy.,
   Pwr. Sys. Rev., A.M.B.A.C.                                    Aaa              6.00         1/01/18      1,000       1,018,470
   Pwr. Sys. Rev., E.T.M.                                        Aaa              6.50         1/01/18      1,995       2,200,326
   Pwr. Sys. Rev.,                                               A                6.50         1/01/18      1,005       1,004,879
   Pwr. Sys. Rev.,                                               Aaa              6.00         1/01/26        650 (d)     676,351
   Pwr. Sys. Rev., Ser. A                                        A                6.40         1/01/21      1,000         987,530
   Pwr. Sys. Rev., Ser. A, A.M.B.A.C.                            Aaa              7.625        1/01/22      1,000 (d)   1,097,660
No. Carolina Gen. Oblig. Cap. Impvt., Ser. A                     Aaa              4.70         2/01/10      1,200       1,104,108
No. Carolina Hsg. Fin. Agcy., Sngl. Fam. Mtge. Rev., Ser. G      Aa               7.80         3/01/21        790         843,309
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-172


<PAGE>

Portfolio of Investments as                    PRUDENTIAL MUNICIPAL SERIES FUND
of August 31, 1995                             NORTH CAROLINA SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                   Moody's                               Principal
                                                                    Rating      Interest     Maturity     Amount         Value
Description (a)                                                  (Unaudited)      Rate         Date        (000)       (Note 1)
<S>                                                              <C>            <C>         <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------
No. Carolina Med. Care Comn., Hlth. Care Facs. Rev.,
   Stanley Mem. Hosp. Proj.,                                     Baa1             7.80%       10/01/19   $    650     $   686,719
No. Carolina Med. Care Comn., Hosp. Rev.,
   Alamance Hlth. Serv. Inc., F.S.A.                             Aaa              5.50         8/15/24      2,000       1,876,340
   Annie Pen Mem. Hosp. Proj.,                                   Baa              7.50         8/15/21      1,000       1,028,880
   Baptist Hosp. Proj.,                                          Aa               6.00         6/01/22      1,000         981,600
   Carolina Medicorp Proj.,                                      Aa               6.00         5/01/21      1,500       1,500,555
   Rex Hosp. Proj.,                                              A1               6.25         6/01/17      1,750       1,797,985
   Scotland Mem. Hosp., Ser. 88                                  Baa              8.625       10/01/11      1,000 (d)   1,140,180
No. Carolina Mun. Pwr. Agcy.,
   No. 1 Catawba Elec. Rev.,                                     A                5.25         1/01/09      1,000         955,580
   No. 1 Catawba Elec. Rev., M.B.I.A.                            Aaa              6.00         1/01/10      1,250       1,302,475
   No. 1 Catawba Elec. Rev., M.B.I.A.                            Aaa              6.72         1/01/12      2,000 (e)   1,810,000
Northern Hosp. Dist. Surry Cnty. Hlth. Care Facs. Rev.,
   No. Carolina Hosp.,                                           Ba1              7.875       10/01/21      1,500       1,568,085
Piedmont Triad Arpt. Auth., M.B.I.A.                             Aaa              5.00         7/01/16      1,000         895,540
Puerto Rico Comnwlth.,
   Ser. A, M.B.I.A.                                              Aaa              6.25         7/01/10      1,240       1,301,603
   Gen. Oblig., M.B.I.A.                                         Aaa              5.50         7/01/13      1,750       1,701,438
   Gen. Oblig., F.S.A.                                           Aaa              7.723        7/01/20      1,300 (e)   1,272,375
   Pub. Impt., M.B.I.A.                                          Aaa              5.375        7/01/22      1,520       1,420,744
Puerto Rico Hsg. Fin. Corp., Sngl. Fam. Mtge. Rev.,
   Ser. 1-B, G.N.M.A.                                            Aaa              7.65        10/15/22        665         708,943
Puerto Rico Ind. Med. & Environ. Poll. Ctrl. Facs.,
   Upjohn Co. Proj.,                                             Aa3              7.50        12/01/23        500         554,905
Puerto Rico Tel. Auth. Rev., Ser. I, M.B.I.A.                    Aaa              6.617        1/25/07      1,000 (e)     996,250
Robeson Cnty.,                                                   Aaa              7.80         6/01/09        500  d)(f)     557,655
Union Cnty. Wtr. & Swr., Solid Waste Rev.,                       A1               6.50         4/01/07        850         912,653
Univ. of Puerto Rico Sys. Rev., Ser. M, M.B.I.A.                 Aaa              5.25         6/01/25      1,000         914,470
Virgin Islands Pub. Fin. Auth. Rev.,
   Hwy. Trans. Trust Fund, Ser. A,                               NR               7.25        10/01/18        700         738,472
Virgin Islands Terr., Hugo Ins. Claims Fund Proj., Ser. 91,      NR               7.75        10/01/06        440         479,459
Wake Cnty. Hosp. Rev., M.B.I.A.                                  Aaa              5.125       10/01/26      1,500       1,340,085
Winston Salem, Sngl. Fam. Mtge. Rev.,                            A1               8.00         9/01/07        445         466,169
                                                                                                                      -----------
Total long-term investments (cost $60,882,863)                                                                         62,482,472
                                                                                                                      -----------
</TABLE>

- --------------------------------------------------------------------------------
                                            See Notes to Financial Statements.


                                      B-173


<PAGE>

Portfolio of Investments as                    PRUDENTIAL MUNICIPAL SERIES FUND
of August 31, 1995                             NORTH CAROLINA SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                   Moody's                               Principal
                                                                    Rating      Interest     Maturity     Amount         Value
Description (a)                                                  (Unaudited)      Rate         Date        (000)       (Note 1)
<S>                                                              <C>            <C>         <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------
SHORT-TERM INVESTMENTS--5.2%
Halifax Cnty. Ind. Facs. & Poll. Ctrl.,
   Westmoreland L.G. & E. Partners, Ser. 93, F.R.D.D.            A-1(c)           3.65%        9/01/95   $  2,600     $ 2,600,000
   Westmoreland-Hadson Roano, Ser. 91, F.R.D.D.                  CPS1             3.70         9/01/95        600         600,000
Puerto Rico Comnwlth., Gov't. Dev. Bank., Ser. 85, F.R.W.D.      VMIG1            3.20         9/06/95        300         300,000
                                                                                                                      -----------
Total short-term investments (cost $3,500,000)                                                                          3,500,000
                                                                                                                      -----------
Total Investments--98.9%
(cost $64,382,863)                                                                                                     65,982,472
Other assets in excess of liabilities--1.1%                                                                               708,959
                                                                                                                      -----------
Net Assets--100%                                                                                                      $66,691,431
                                                                                                                      -----------
                                                                                                                      -----------
</TABLE>

- ---------------
(a) The following abbreviations are used in portfolio descriptions:
    A.M.B.A.C.--American Municipal Bond Assurance Corporation.
    E.T.M..--Escrowed to Maturity.
    F.G.I.C.--Financial Guaranty Insurance Association.
    F.R.D.D.--Flating Rate (Daily) Demand Note (b).
    F.R.W.D.--Floating Rate (Weekly) Demand Note (b).
    F.S.A.--Financial Security Assurance.
  G.N.M.A.--Government National Mortgage Association.
    M.B.I.A.--Municipal Bond Insurance Association.

 (b) For purposes of amortized cost valuation, the maturity date of these
     securities are considered to be the later of the next date on which the
     security can be redeemed at par, or the next date on which the rate of
     interest is adjusted.
 (c) Standard & Poor's Rating.
 (d) Prerefunded issues are secured by escrowed cash and/or direct U.S.
     guaranteed obligations.
 (e) Inverse floating rate bond. The coupon is inversely indexed to a floating
     interest rate. The rate shown is the rate at period end.
 (f) Entire principal amount pledged as initial margin on financial futures
     contracts.

NR--Not Rated by Moody's or Standard & Poor's.
The Fund's current Statement of Additional Information contains a description of
Moody's and Standard & Poor's ratings.

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-174


<PAGE>

                                             PRUDENTIAL MUNICIPAL SERIES FUND
Statement of Assets and Liabilities          NORTH CAROLINA SERIES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                                                 <C>
Assets                                                                                                         August 31, 1995
Investments, at value (cost $64,382,863)......................................................................      $65,982,472
Interest receivable...........................................................................................          973,437
Deferred expenses and other assets............................................................................            2,390
                                                                                                                    -----------
   Total assets...............................................................................................       66,958,299
                                                                                                                    -----------
Liabilities
Bank overdraft................................................................................................           35,206
Payable for Fund shares reacquired............................................................................          107,106
Dividends payable.............................................................................................           34,673
Due to Manager................................................................................................           25,233
Accrued expenses..............................................................................................           23,472
Due to broker-variation margin................................................................................           20,313
Due to Distributors...........................................................................................           19,265
Deferred Trustees' fees.......................................................................................            1,600
                                                                                                                    -----------
   Total liabilities..........................................................................................          266,868
                                                                                                                    -----------
Net Assets....................................................................................................      $66,691,431
                                                                                                                    -----------
                                                                                                                    -----------
Net assets were comprised of:
   Shares of beneficial interest, at par......................................................................      $    59,607
   Paid-in capital in excess of par...........................................................................       64,482,173
                                                                                                                    -----------
                                                                                                                     64,541,780
   Accumulated net realized gain on investments...............................................................          497,855
   Net unrealized appreciation on investments.................................................................        1,651,796
                                                                                                                    -----------
Net assets, August 31, 1995...................................................................................      $66,691,431
                                                                                                                    -----------
                                                                                                                    -----------
Class A:
   Net asset value and redemption price per share
      ($26,518,740 / 2,370,820 shares of beneficial interest issued and outstanding)..........................           $11.19
   Maximum sales charge (3% of offering price)................................................................              .35
                                                                                                                    -----------
   Maximum offering price to public...........................................................................           $11.54
                                                                                                                    -----------
                                                                                                                    -----------
Class B:
   Net asset value, offering price and redemption price per share
      ($40,119,072 / 3,585,058 shares of beneficial interest issued and outstanding)..........................           $11.19
                                                                                                                    -----------
                                                                                                                    -----------
Class C:
   Net asset value, offering price and redemption price per share
      ($53,619 / 4,791 shares of beneficial interest issued and outstanding)..................................           $11.19
                                                                                                                    -----------
                                                                                                                    -----------
</TABLE>

- --------------------------------------------------------------------------------
                                            See Notes to Financial Statements.


                                      B-175

<PAGE>

PRUDENTIAL MUNICIPAL SERIES FUND
NORTH CAROLINA SERIES
Statement of Operations
- ------------------------------------------------------------
<TABLE>
<CAPTION>
                                                 Year Ended
Net Investment Income                          August 31, 1995
<S>                                            <C>
Income
   Interest.................................     $ 4,291,640
                                               ---------------
Expenses
   Management fee, net waiver of $22,350....         313,847
   Distribution fee--Class A................          15,244
   Distribution fee--Class B................         259,815
   Distribution fee--Class C................             241
   Custodian's fees and expenses............          90,000
   Reports to shareholders..................          56,000
   Transfer agent's fees and expenses.......          42,000
   Registration fees........................          36,000
   Audit fee................................          11,000
   Legal fees...............................          10,000
   Trustee's Fees...........................           3,200
   Miscellaneous............................          11,614
                                               ---------------
      Total expenses........................         848,961
   Less: custodian fee credit...............          (8,596)
                                               ---------------
      Net expenses..........................         840,365
                                               ---------------
Net investment income.......................       3,451,275
                                               ---------------
Realized and Unrealized
Gain (Loss) on Investments
Net realized gain (loss) on:
   Investment transactions..................         914,738
   Financial futures contract
      transactions..........................        (239,013)
                                               ---------------
                                                     675,725
                                               ---------------
Net change in unrealized
   appreciation/depreciation on:
   Investments..............................        (172,563)
   Financial futures contract...............          42,188
                                               ---------------
                                                    (130,375)
                                               ---------------
Net gain on investments.....................         545,350
                                               ---------------
Net Increase in Net Assets
Resulting from Operations...................     $ 3,996,625
                                               ---------------
                                               ---------------
</TABLE>

PRUDENTIAL MUNICIPAL SERIES FUND
NORTH CAROLINA SERIES
Statement of Changes in Net Assets
- ------------------------------------------------------------

<TABLE>
<CAPTION>
Increase (Decrease)                     Year Ended August 31,
in Net Assets                           1995            1994
<S>                                  <C>            <C>
Operations
   Net investment income...........  $ 3,451,275    $  3,711,296
   Net realized gain on investment
      transactions.................      675,725         276,064
   Net change in unrealized
      appreciation/depreciation of
      investments..................     (130,375)     (5,436,522)
                                     -----------    ------------
   Net increase (decrease) in net
      assets resulting from
      operations...................    3,996,625      (1,449,162)
                                     -----------    ------------
Dividends and distributions (Note
   1):
   Dividends from net investment
      income
      Class A......................     (800,554)       (109,844)
      Class B......................   (2,649,245)     (3,601,431)
      Class C......................       (1,476)            (21)
                                     -----------    ------------
                                      (3,451,275)     (3,711,296)
                                     -----------    ------------
   Distributions from net realized
      gains
      Class A......................           --         (33,123)
      Class B......................           --      (1,379,190)
                                     -----------    ------------
                                              --      (1,412,313)
                                     -----------    ------------
Series share transactions (net of
   share conversions) (Note 5):
   Net proceeds from shares sold...    4,576,741       9,251,532
   Net asset value of shares issued
      in reinvestment of dividends
      and distributions............    1,814,783       2,641,848
   Cost of shares reacquired.......  (11,959,150)    (10,898,454)
                                     -----------    ------------
   Net increase (decrease) in net
      assets from Series share
      transactions.................   (5,567,626)        994,926
                                     -----------    ------------
Total decrease.....................   (5,022,276)     (5,577,845)
Net Assets
Beginning of year..................   71,713,707      77,291,552
                                     -----------    ------------
End of year........................  $66,691,431    $ 71,713,707
                                     -----------    ------------
                                     -----------    ------------
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-176


<PAGE>

                                             PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                NORTH CAROLINA SERIES
- --------------------------------------------------------------------------------
Prudential Municipal Series Fund (the ``Fund'') is registered under the
Investment Company Act of 1940, as an open-end investment company. The Fund was
organized as a Massachusetts business trust on May 18, 1984 and consists of
seventeen series. The monies of each series are invested in separate,
independently managed portfolios. The North Carolina Series (the ``Series'')
commenced investment operations in February, 1985. The Series is diversified and
seeks to achieve its investment objective of obtaining the maximum amount of
income exempt from federal and applicable state income taxes with the minimum of
risk by investing in ``investment grade'' tax-exempt securities whose ratings
are within the four highest ratings categories by a nationally recognized
statistical rating organization or, if not rated, are of comparable quality. The
ability of the issuers of the securities held by the Series to meet their
obligations may be affected by economic or political developments in a specific
state, industry or region.

- ------------------------------------------------------------
Note 1. Accounting Policies

The following is a summary of significant accounting policies followed by the
Fund, and the Series, in the preparation of its financial statements.

Securities Valuations: The Fund values municipal securities (including
commitments to purchase such securities on a ``when-issued'' basis) on the basis
of prices provided by a pricing service which uses information with respect to
transactions in bonds, quotations from bond dealers, market transactions in
comparable securities and various relationships between securities in
determining values. If market quotations are not readily available from such
pricing service, a security is valued at its fair value as determined under
procedures established by the Trustees.

Short-term securities which mature in more than 60 days are valued at current
market quotations. Short-term securities which mature in 60 days or less are
valued at amortized cost which approximates market value.

All securities are valued as of 4:15 P.M., New York time.

Financial Futures Contracts: A financial futures contract is an agreement to
purchase (long) or sell (short) an agreed amount of debt securities at a set
price for delivery on a future date. Upon entering into a financial futures
contract, the Series is required to pledge to the broker an amount of cash
and/or other assets equal to a certain percentage of the contract amount. This
amount is known as the ``initial margin''. Subsequent payments, known as
``variation margin'', are made or received by the Series each day, depending on
the daily fluctuations in the value of the underlying security. Such variation
margin is recorded for financial statement purposes on a daily basis as
unrealized gain or loss until the contracts expire or are closed, at which time
the gain or loss is reclassified to realized gain or loss. The Series invests in
financial futures contracts solely for the purpose of hedging its existing
portfolio securities, or securities the Series intends to purchase against
fluctuations in value caused by changes in prevailing market conditions. Should
market conditions move unexpectedly, the Series may not achieve the anticipated
benefits of the financial futures contracts and may realize a loss. The use of
futures transactions involves the risk of imperfect correlation in movements in
the price of futures contracts, interest rates and the underlying hedged assets.

Securities Transactions and Investment Income: Securities transactions are
recorded on the trade date. Realized gains and losses on sales of securities are
calculated on the identified cost basis. Interest income is recorded on the
accrual basis. The Series amortizes premiums and original issue discount paid on
purchases of portfolio securities as adjustments to interest income.

Net investment income (other than distribution fees) and unrealized and realized
gains or losses are allocated daily to each class of shares based upon the
relative proportion of net assets of each class at the beginning of the day.

Federal Income Taxes: For federal income tax purposes, each series in the Fund
is treated as a separate taxpaying entity. It is the intent of the Series to
continue to meet the requirements of the Internal Revenue Code applicable to
regulated investment companies and to distribute all of its net income to
shareholders. For this reason and because substantially all of the Series' gross
income consists of tax-exempt interest, no federal income tax provision is
required.

Dividends and Distributions: The Series declares daily dividends from net
investment income. Payment of dividends is made monthly. Distributions of net
capital gains, if any, are made annually.

Income distributions and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted accounting
principles. These differences are primarily due to differing treatments for
short-term capital gains and market discount.

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


                                      B-177


<PAGE>

                                               PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                  NORTH CAROLINA SERIES
- --------------------------------------------------------------------------------

- ------------------------------------------------------------
Note 2. Agreements

The Fund has a management agreement with Prudential Mutual Fund Management, Inc.
(``PMF''). Pursuant to this agreement, PMF has responsibility for all investment
advisory services and supervises the subadviser's performance of such services.
PMF has entered into a subadvisory agreement with The Prudential Investment
Corporation (``PIC''); PIC furnishes investment advisory services in connection
with the management of the Fund. PMF pays for the services of PIC, the cost of
compensation of officers of the Fund, occupancy and certain clerical and
bookkeeping costs of the Fund. The Fund bears all other costs and expenses.

The management fee paid PMF is computed daily and payable monthly, at an annual
rate of .50 of 1% of the average daily net assets of the Series. Effective
January 1, 1995, PMF has agreed to waive a portion (.05 of 1% of the Series'
average daily net assets) of its management fee, which amounted to $22,350
($0.004 per share for Class A, B and C shares; .033% of average net assets). The
Series is not required to reimburse PMF for such waiver.

The Fund has distribution agreements with Prudential Mutual Fund Distributors,
Inc. (``PMFD''), which acts as the distributor of the Class A shares of the
Fund, and with Prudential Securities Incorporated (``PSI''), which acts as
distributor of the Class B and Class C shares of the Fund (collectively the
``Distributors''). The Fund compensates the Distributors for distributing and
servicing the Fund's Class A, Class B and Class C shares, pursuant to plans of
distribution, (the ``Class A, B and C Plans'') regardless of expenses actually
incurred by them. The distribution fees are accrued daily and payable monthly.

Pursuant to the Class A, B and C Plans, the Fund compensates the Distributors
for distribution-related activities at an annual rate of up to .30 of 1%, .50 of
1% and 1%, of the average daily net assets of the Class A, B and C shares,
respectively. Such expenses under the Plans were .10 of 1%, .50 of 1% and .75 of
1% of the average daily net assets of the Class A, B and C shares, respectively,
for the year ended August 31, 1995.

PMFD has advised the Series that it has received approximately $12,600 in
front-end sales charges resulting from sales of Class A shares during the year
ended August 31, 1995. From these fees, PMFD paid such sales charges to PSI and
Pruco Securities Corporation, affiliated broker-dealers, which in turn paid
commissions to salespersons and incurred other distribution costs.

PSI has advised the Series that for the year ended August 31, 1995, it received
approximately $97,900 and $100 in contingent deferred sales charges imposed upon
certain redemptions by Class B and Class C shareholders, respectively.

PMFD is a wholly-owned subsidiary of PMF; PSI, PMF and PIC are indirect,
wholly-owned subsidiaries of The Prudential Insurance Company of America.

- ------------------------------------------------------------
Note 3. Other Transactions with Affiliates

Prudential Mutual Fund Services, Inc. (``PMFS''), a wholly-owned subsidiary of
PMF, serves as the Fund's transfer agent and during the year ended August 31,
1995, the Series incurred fees of approximately $28,400 for the services of
PMFS. As of August 31, 1995, approximately $2,300 of such fees were due to PMFS.
Transfer agent fees and expenses in the Statement of Operations include certain
out-of-pocket expenses paid to non-affiliates.

- ------------------------------------------------------------
Note 4. Portfolio Securities

Purchases and sales of portfolio securities of the Series, excluding short-term
investments, for the year ended August 31, 1995 were $18,001,985 and
$27,107,030, respectively.

The cost basis of investments for federal income tax purposes is substantially
the same as for financial reporting purposes and, accordingly, as of August 31,
1995, net unrealized appreciation for federal income tax purposes was $1,599,609
(gross unrealized appreciation--$2,305,476; gross unrealized
depreciation--$705,867).

As of August 31, 1995, the Series sold 500 financial futures contracts on the
Municipal Bond Index expiring in September 1995. The value at disposition of
such contracts is $5,774,062. The value of such contracts on August 31, 1995 was
$5,721,875, thereby resulting in an unrealized gain of $52,187.

- ------------------------------------------------------------
Note 5. Capital

The Series currently offers Class A, Class B and Class C shares. Class A shares
are sold with a front-end sales charge of up to 3.0%. Class B shares are sold
with a contingent deferred sales charge which declines from 5% to zero depending
on the period of time the shares are held. Class C shares are sold with a
contingent deferred sales charge of 1% during the

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



                                      B-178


<PAGE>

                                              PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                 NORTH CAROLINA SERIES
- --------------------------------------------------------------------------------
first year. Class B shares will automatically convert to Class A shares on a
quarterly basis approximately seven years after purchase.

The Fund has authorized an unlimited number of shares of beneficial interest of
each class at $.01 par value per share.

Transactions in shares of beneficial interest for the fiscal years ended August
31, 1995 and 1994, were as follows:
<TABLE>
<CAPTION>
Class A                                 Shares         Amount
- ------------------------------------  ----------    ------------
<S>                                   <C>           <C>
Year ended August 31, 1995:
Shares sold.........................     101,495    $  1,107,658
Shares issued in reinvestment of
  dividends.........................      40,041         444,345
Shares reacquired...................    (219,838)     (2,440,629)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion.................     (78,302)       (888,626)
Shares issued upon conversion from
  Class B...........................   2,245,102      24,527,190
                                      ----------    ------------
Net increase in shares
  outstanding.......................   2,166,800    $ 23,638,564
                                      ----------    ------------
                                      ----------    ------------
Year ended August 31, 1994:
Shares sold.........................      81,115    $    947,875
Shares issued in reinvestment of
  dividends and distributions.......       8,558          98,262
Shares reacquired...................     (33,172)       (382,692)
                                      ----------    ------------
Net increase in shares
  outstanding.......................      56,501    $    663,445
                                      ----------    ------------
                                      ----------    ------------
<CAPTION>
Class B
- ------------------------------------
<S>                                   <C>           <C>
Year ended August 31, 1995:
Shares sold.........................     313,714    $  3,421,366
Shares issued in reinvestment of
  dividends.........................     126,657       1,369,272
Shares reacquired...................    (889,076)     (9,511,942)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion.................    (448,705)     (4,721,304)
Shares reacquired upon conversion
  into Class A......................  (2,245,029)    (24,527,190)
                                      ----------    ------------
Net decrease in shares
  outstanding.......................  (2,693,734)   $(29,248,494)
                                      ----------    ------------
                                      ----------    ------------
Year ended August 31, 1994:
Shares sold.........................     711,751    $  8,293,464
Shares issued in reinvestment of
  dividends and distributions.......     220,668       2,543,573
Shares reacquired...................    (920,864)    (10,515,762)
                                      ----------    ------------
Net increase in shares
  outstanding.......................      11,555    $    321,275
                                      ----------    ------------
                                      ----------    ------------
<CAPTION>
Class C                                 Shares         Amount
- ------------------------------------  ----------    ------------
<S>                                   <C>           <C>

Year ended August 31, 1995:
Shares sold.........................       4,353    $     47,717
Shares issued in reinvestment of
  dividends.........................         105           1,166
Shares reacquired...................        (592)         (6,579)
                                      ----------    ------------
Net increase in shares
  outstanding.......................       3,866    $     42,304
                                      ----------    ------------
                                      ----------    ------------
August 1, 1994* through
  August 31, 1994:
Shares sold.........................         924    $     10,193
Shares issued in reinvestment of
  dividends.........................           1              13
                                      ----------    ------------
Net increase in shares
  outstanding.......................         925    $     10,206
                                      ----------    ------------
                                      ----------    ------------
- ------------------
* Commencement of offering of Class C shares.
</TABLE>

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


                                      B-179


<PAGE>

                                              PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                          NORTH CAROLINA SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                        Class A
                                                  ---------------------------------------------------
                                                                 Year Ended August 31,
                                                  ---------------------------------------------------
                                                   1995        1994       1993       1992       1991
                                                  -------     ------     ------     ------     ------
<S>                                               <C>         <C>        <C>        <C>        <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year............    $ 11.06     $12.04     $11.37     $10.86     $10.45
                                                  -------     ------     ------     ------     ------
Income from investment operations
Net investment income.........................        .60(a)     .61        .65        .67        .67
Net realized and unrealized gain (loss) on
  investment transactions.....................        .13       (.76)       .67        .51        .41
                                                  -------     ------     ------     ------     ------
  Total from investment operations............        .73       (.15)      1.32       1.18       1.08
                                                  -------     ------     ------     ------     ------
Less distributions
Dividends from net investment income..........      (.60)       (.61)      (.65)      (.67)      (.67)
Distributions from net realized gains.........         --       (.22)        --         --         --
                                                  -------     ------     ------     ------     ------
  Total distributions.........................      (.60)       (.83)      (.65)      (.67)      (.67)
                                                  -------     ------     ------     ------     ------
Net asset value, end of year..................    $ 11.19     $11.06     $12.04     $11.37     $10.86
                                                  -------     ------     ------     ------     ------
                                                  -------     ------     ------     ------     ------
TOTAL RETURN(b):..............................       6.86%     (1.35)%    11.99%     11.12%     10.63%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000).................    $26,519     $2,256     $1,777     $  917     $  362
Average net assets (000)......................    $15,244     $2,067     $1,316     $  612     $  246
Ratios to average net assets:
  Expenses, including distribution fees.......        .98%(a)    .88%       .87%       .91%       .99%
  Expenses, excluding distribution fees.......        .88%(a)    .78%       .77%       .81%       .89%
  Net investment income.......................       5.25%(a)   5.31%      5.55%      5.90%      6.24%
Portfolio turnover rate.......................         28%        17%        38%        36%        27%
</TABLE>

- ---------------
 (a) Net of management fee waiver.
 (b) Total return does not consider the effects of sales loads. Total return
     is calculated assuming a purchase of shares on the first day and a sale
     on the last day of each period reported and includes reinvestment of
     dividends and distributions.


- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-180

<PAGE>

                                              PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                          NORTH CAROLINA SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                          Class B                              Class C
                                                  -------------------------------------------------------     ----------
                                                                                                                 Year
                                                                   Year Ended August 31,                        Ended
                                                  -------------------------------------------------------     August 31,
                                                   1995        1994        1993        1992        1991          1995
                                                  -------     -------     -------     -------     -------        -----
<S>                                              <C>         <C>         <C>         <C>         <C>          <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period..........    $ 11.06     $ 12.05     $ 11.37     $ 10.86     $ 10.45       $11.06
                                                  -------     -------     -------     -------     -------        -----
Income from investment operations
Net investment income.........................        .55(a)      .56         .60         .62         .63          .52(a)
Net realized and unrealized gain (loss) on
  investment transactions.....................        .13        (.77)        .68         .51         .41          .13
                                                  -------     -------     -------     -------     -------        -----
  Total from investment operations............        .68        (.21)       1.28        1.13        1.04          .65
                                                  -------     -------     -------     -------     -------        -----
Less distributions
Dividends from net investment income..........       (.55)       (.56)       (.60)       (.62)       (.63)        (.52)
Distributions from net realized gains.........         --        (.22)         --          --          --           --
                                                  -------     -------     -------     -------     -------        -----
  Total distributions.........................       (.55)       (.78)       (.60)       (.62)       (.63)        (.52)
                                                  -------     -------     -------     -------     -------        -----
Net asset value, end of period................    $ 11.19     $ 11.06     $ 12.05     $ 11.37     $ 10.86       $11.19
                                                  -------     -------     -------     -------     -------        -----
                                                  -------     -------     -------     -------     -------        -----
TOTAL RETURN(b):..............................       6.44%      (1.82)%     11.62%      10.64%      10.17%        6.17%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)...............    $40,119     $69,448     $75,515     $63,573     $59,875       $   53
Average net assets (000)......................    $51,963     $73,606     $67,997     $60,751     $59,071       $   32
Ratios to average net assets:
  Expenses, including distribution fees.......       1.34%(a)    1.28%       1.27%       1.31%       1.39%        1.63%(a)
  Expenses, excluding distribution fees.......        .84%(a)     .78%        .77%        .81%        .89%         .88%(a)
  Net investment income.......................       5.10%(a)    4.89%       5.18%       5.58%       5.88%        4.59%(a)
Portfolio turnover rate.......................         28%         17%         38%         36%         27%          28%
<CAPTION>

<S>                                               <C>
                                                August 1,
                                                 1994(d)
                                                 through
                                                August 31,
                                                   1994
                                                   -----

PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period..........    $11.09
                                                   -----

Income from investment operations
Net investment income.........................       .04(c)
Net realized and unrealized gain (loss) on
  investment transactions.....................      (.03)
                                                   -----

  Total from investment operations............       .01
                                                   -----

Less distributions
Dividends from net investment income..........      (.04)
Distributions from net realized gains.........        --
                                                   -----

  Total distributions.........................      (.04)
                                                   -----

Net asset value, end of period................    $11.06
                                                   -----
                                                   -----

TOTAL RETURN(b):..............................       .02%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)...............    $   10
Average net assets (000)......................    $    5
Ratios to average net assets:
  Expenses, including distribution fees.......      1.67%(c)
  Expenses, excluding distribution fees.......       .92%(c)
  Net investment income.......................      5.06%(c)
Portfolio turnover rate.......................        17%
</TABLE>

- ---------------
 (a) Net of management fee waiver.
 (b) Total return does not consider the effects of sales loads. Total return
     is calculated assuming a purchase of shares on the first day and a sale
     on the last day of each period reported and includes reinvestment of
     dividends and distributions. Total returns for periods of less than a
     full year are not annualized.
 (c) Annualized.
 (d) Commencement of offering of Class C Shares.


- --------------------------------------------------------------------------------
                                           See Notes to Financial Statements.


                                      B-181


<PAGE>

                                               PRUDENTIAL MUNICIPAL SERIES FUND
Independent Auditors' Report                   NORTH CAROLINA SERIES
- --------------------------------------------------------------------------------
The Shareholders and Board of Trustees
Prudential Municipal Series Fund, North Carolina Series

We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Prudential Municipal Series Fund, North
Carolina Series, as of August 31, 1995, the related statements of operations for
the year then ended and of changes in net assets for each of the two years in
the period then ended, and the financial highlights for each of the five years
in the period then ended. These financial statements and financial highlights
are the responsibility of the Fund's management. Our responsibility is to
express an opinion on these financial statements and financial highlights 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 and financial
highlights 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 the securities owned as of
August 31, 1995 by correspondence with the custodian. 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 and financial highlights present
fairly, in all material respects, the financial position of Prudential Municipal
Series Fund, North Carolina Series, as of August 31, 1995, the results of its
operations, the changes in its net assets, and its financial highlights for the
respective stated periods in conformity with generally accepted accounting
principles.


DELOITTE & TOUCHE LLP
New York, New York
October 16, 1995


                                      B-182


<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Portfolio of Investments as of August 31, 1995  OHIO SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest     Maturity     Amount         Value
Description (a)                                                 (Unaudited)      Rate         Date        (000)        (Note 1)
<S>                                                             <C>            <C>         <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------
LONG-TERM INVESTMENTS--95.5%
- ------------------------------------------------------------------------------------------------------------------------------
Akron, Bath & Copley Twnshps., Hosp. Dist. Rev., Summa
   Health, Systems Proj., Ser. A                                A                 5.75%      11/15/08   $  3,465     $  3,488,527
Akron, Gen. Oblig.                                              A                10.50       12/01/04        200          281,188
Akron, Gen. Oblig., F.S.A.                                      Aaa               4.50       12/01/12        645          544,309
Allen Cnty. Wtr. & Swr. Dist., A.M.B.A.C.                       Aaa               7.80       12/01/08      1,000(d)(f)  1,128,600
Bellefontaine City Sch. Dist.,
   A.M.B.A.C.                                                   Aaa              Zero        12/01/06        495          279,358
   A.M.B.A.C.                                                   Aaa              Zero        12/01/07        485          256,143
   A.M.B.A.C.                                                   Aaa              Zero        12/01/08        485          239,396
   A.M.B.A.C.                                                   Aaa              Zero        12/01/09        390          179,252
   A.M.B.A.C.                                                   Aaa              Zero        12/01/10        390          166,491
   A.M.B.A.C.                                                   Aaa              Zero        12/01/11        465          186,256
Berea City Sch. Dist., A.M.B.A.C.                               Aaa               5.00       12/15/17      4,375        3,939,863
Canton, Water Works Sys., Gen. Oblig.                           Aaa               5.85       12/01/15        700          706,020
Carroll Cnty. Econ. Dev. Rev., Great Trail Lake Ctr.,
   F.H.A.                                                       NR               11.75        8/01/14        680          781,211
Cleveland City Sch. Dist., Gen. Oblig.,
   Sch. Impvt., Ser. B, F.G.I.C.                                Aaa              Zero         6/01/05        490          301,879
   Sch. Impvt., Ser. B, F.G.I.C.                                Aaa              Zero         6/01/06        400          231,556
   Sch. Impvt., Ser. B, F.G.I.C.                                Aaa              Zero         6/01/07        315          170,752
   Sch. Impvt., Ser. B, F.G.I.C.                                Aaa              Zero        12/01/08        550          271,480
Columbus Citation Hsg. Dev. Corp., Mtge. Rev., F.H.A.           AA(b)             7.625       1/01/22      1,885 (d)    2,324,375
Columbus, Gen. Oblig., Mun. Arpt. No. 32                        Aaa               7.15        7/15/06        435          476,495
Cuyahoga Cnty. Hosp. Rev., Meridia Health Sys.                  A1                6.25        8/15/24      1,500        1,503,690
Dayton, Gen. Oblig., M.B.I.A                                    Aaa               7.00       12/01/07        480          559,406
Dublin City Sch. Dist., Franklin, Delaware & Union Co.,
   A.M.B.A.C.                                                   Aaa              Zero        12/01/05      1,000          600,970
East Cleveland Rev., Local Gov't. Fund Notes                    NR                7.90       12/01/97        860          924,672
Franklin Cnty. Hosp. Rev.,
   Doctors Hosp. Rev.                                           A                 5.875      12/01/13      1,550        1,462,921
   Doctors Hosp. Rev.                                           A                 5.875      12/01/23      3,000        2,762,100
   Holy Cross Hlth. Sys., Ser. B, A.M.B.A.C.                    Aaa               7.65        6/01/10      2,500 (d)    2,877,125
Franklin Cnty. Pub. Impvt., Ser. 93                             Aaa               5.375      12/01/20      1,690        1,590,949
Gahanna Jefferson City Sch. Dist., Gen. Oblig., A.M.B.A.C.      Aaa              Zero        12/01/09        445          204,531
Greene Cnty. Swr. Sys. Rev., A.M.B.A.C.                         Aaa              Zero        12/01/08        450          222,120
Guam Pwr. Auth. Rev., Ser. A                                    BBB(b)            6.75       10/01/24      3,110        3,175,434
Hamilton Cnty. Gas Sys. Rev., Ser. A, M.B.I.A.                  Aaa               4.75       10/15/23      3,250        2,749,565
Hilliard Ohio Sch. Dist.,
   Cap. Apprec. Impvt., Ser. A                                  Aaa              Zero        12/01/09      2,855        1,312,215
   Cap. Apprec. Impvt., Ser. A                                  Aaa              Zero        12/01/10      2,855        1,218,800
Kings Cnty. Local Sch. Dist., F.G.I.C.                          Aaa               5.50       12/01/21      5,230        5,019,231
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-183


<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Portfolio of Investments as of August 31, 1995  OHIO SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest     Maturity     Amount         Value
Description (a)                                                 (Unaudited)      Rate         Date        (000)        (Note 1)
<S>                                                             <C>            <C>         <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------
Logan Hocking Local Sch. Dist., Hocking, Perry & Vinton
   Co.,
   Gen. Oblig., A.M.B.A.C.                                      Aaa              Zero        12/01/09    $   650     $    298,753
Lucas Cnty. Hosp. Rev.,
   Toledo Hosp., Impvt. & Ref., M.B.I.A.                        Aaa               5.00%      11/15/13      2,000        1,796,460
   Toledo Hosp., Impvt. & Ref., M.B.I.A.                        Aaa               5.00       11/15/22      4,250        3,713,820
Montgomery Cnty. Swr. Sys. Rev.,
   Greater Moraine, Beaver Creek, F.G.I.C.                      Aaa              Zero         9/01/05      1,000          608,480
   Greater Moraine, Beaver Creek, F.G.I.C.                      Aaa              Zero         9/01/07        500          267,525
Mount Vernon City Sch. Dist., Gen. Oblig., F.G.I.C.             Aaa               7.50       12/01/14        500          585,845
Newark Ltd. Tax Gen. Oblig., Wtr. Impvt., A.M.B.A.C.            Aaa              Zero        12/01/06        805          454,310
Ohio Mun. Elec. Generation Agcy., A.M.B.A.C.                    Aaa               5.375       2/15/24      2,000        1,850,780
Ohio St. Air Quality Dev. Auth. Rev., Poll. Ctrl.,
   Edison Proj., Ser. A, F.G.I.C                                Aaa               7.45        3/01/16      3,750        4,137,787
   Cleveland Co., Proj., F.G.I.C.                               Aaa               8.00       12/01/13      2,500        2,953,200
Ohio St. Bldg. Auth.,
   Columbus St. Bldg. Proj., Ser. A                             A                 7.75       10/01/07        750 (d)      841,492
   Das Data Ctr. Proj.                                          Aaa               6.00       10/01/08        615          657,620
   St. Correctional Facs.                                       A                 5.90       10/01/07      2,450        2,593,276
   St. Correctional Facs., Ser. A                               Aaa               8.00        8/01/06        600 (d)      664,014
   St. Correctional Facs., Ser. A                               Aaa               8.00        8/01/08        500 (d)      553,345
   Workers Comp. - W. Green Bldg. A                             A                 4.75        4/01/14      2,740        2,359,304
Ohio St. Higher Edl. Fac. Comn. Rev.                            Aa                7.70       10/01/18        965 (d)    1,044,892
Ohio St. Higher Edl. Fac. Comn. Rev.,
   Case Western Resv. Univ., Ser. A                             Aa                7.70       10/01/18         35           37,898
   Case Western Resv. Univ., Ser. B                             Aa                6.50       10/01/20        750          818,895
   Oberlin Coll.                                                NR                7.375      10/01/14      1,000 (d)    1,127,770
Ohio St. Mtge. Rev., Ser. A, F.H.A.                             AAA(b)            8.15        8/01/17      3,500        3,817,345
Ohio St. Poll. Ctrl. Rev., Standard Oil Co.                     AA-(b)            6.75       12/01/15      1,350        1,547,181
Ohio St. Wtr. Dev. Auth. Rev., Ser. I                           Aaa               7.50       12/01/08      1,200 (d)    1,326,108
Ottawa Cnty. San. Sew. Sys. Rev., Danbury Proj.,
   A.M.B.A.C.                                                   Aaa               7.375      10/01/14      1,000 (d)    1,131,190
Oxford Hosp. Facs. Rev., 1st Mtge., McCullough Hyde Mem.        NR                8.00        5/01/17      1,445        1,490,532
Pickerington Local Sch. Dist.,
   Gen. Oblig., A.M.B.A.C.                                      Aaa              Zero        12/01/08        890          439,304
   Gen. Oblig., A.M.B.A.C.                                      Aaa              Zero        12/01/09        935          429,745
   Gen. Oblig., A.M.B.A.C.                                      Aaa              Zero        12/01/13        525          185,246
Puerto Rico Comnwlth., Aqueduct & Swr. Auth. Rev., Ser. A       Baa               7.875       7/01/17      1,000        1,113,750
Puerto Rico Comnwlth., Hwy. & Trans. Auth. Rev.                 Baa1              5.50        7/01/15      5,000        4,700,800
Puerto Rico Comnwlth., Hwy. & Trans. Auth. Rev., Ser. W         Baa1              5.25        7/01/20      1,005          897,535
Puerto Rico Comnwlth., Reg. Linked Bonds, M.B.I.A.              Aaa               5.782       7/01/08      2,000 (e)    2,068,460
Puerto Rico Elec. Pwr. Auth. Rev., Ser. O                       Baa1              5.00        7/01/12      1,720        1,539,142
Puerto Rico Pub. Bldgs. Auth., Gtd. Pub. Ed. & Hlth.
   Facs., Ser. J                                                Baa1             Zero         7/01/06      3,000        1,668,390
</TABLE>

- --------------------------------------------------------------------------------
                                             See Notes to Financial Statements.


                                      B-184


<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Portfolio of Investments as of August 31, 1995  OHIO SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest     Maturity     Amount         Value
Description (a)                                                 (Unaudited)      Rate         Date        (000)        (Note 1)
<S>                                                             <C>            <C>         <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------
Rural Lorain Cnty. Wtr. Auth. Res. Rev., A.M.B.A.C.             Aaa               7.70%      10/01/08   $  2,000 (d) $  2,241,100
Scioto Cnty. Hosp. Fac. Rev., Portsmouth Proj., Ser. B,
   M.B.I.A.                                                     Aaa               7.625       5/15/08      2,290        2,528,687
Sugarcreek Local Sch. Dist., F.G.I.C.                           Aaa              Zero        12/01/08        500          243,010
Summit Cnty. Ind. Dev. Rev., Century Products, Gerber
   Foods                                                        A2               7.75        11/01/05      3,250        3,445,163
Trumbull Cnty.,
   Cap. Apprec.                                                 Aaa              Zero        12/01/08      1,250          617,000
   Cap. Apprec.                                                 Aaa              Zero        12/01/09      1,250          574,525
Tuscarawas Cnty. Hosp. Fac. Rev., Union Hosp. Proj., Ser.
   A                                                            Baa               6.50       10/01/21        200          186,716
Univ. of Puerto Rico Revs., Ref. Ser. M, M.B.I.A.               Aaa               5.25        6/01/25      1,545        1,412,856
Univ. of Puerto Rico Revs., Cap. Apprec. Ref. Ser. N,
   M.B.I.A.,                                                    Aaa              Zero         6/01/13      4,245        1,557,236
Univ. of Toledo, Gen. Receipts, M.B.I.A.                        Aaa               7.70        6/01/18      1,000 (d)    1,110,240
Virgin Islands Pub. Fin. Auth. Rev., Ser. A                     NR                7.25       10/01/18      1,000        1,054,960
Virgin Islands Terr., Hugo Ins. Claims Fund Prog., Ser. 91      NR                7.75       10/01/06        440          479,459
Virgin Islands Wtr. & Pwr. Auth., Elec. Sys. Rev., Ser. A       NR                7.40        7/01/11      1,000        1,063,240
Woodmore Indpt. Sch. Dist., Gen. Oblig.,
   A.M.B.A.C.                                                   Aaa              Zero        12/01/05        490          294,475
   A.M.B.A.C.                                                   Aaa              Zero        12/01/06        480          270,893
                                                                                                                     ------------
Total long-term investments (cost $102,265,313)                                                                       108,936,634
                                                                                                                     ------------
SHORT-TERM INVESTMENTS--3.3%
Cuyahoga Cnty., Univ. Hosp. of Cleveland, Ser. 85,
   F.R.D.D.
   (cost $3,800,000)                                            VMIG1             3.55        9/01/95      3,800        3,800,000
                                                                                                                     ------------
Total Investments--98.8%
(cost $106,065,313; Note 4)                                                                                           112,736,634
Other assets in excess of liabilities--1.2%                                                                             1,326,563
                                                                                                                     ------------
Net Assets--100%                                                                                                     $114,063,197
                                                                                                                     ------------
                                                                                                                     ------------
</TABLE>

- ---------------
(a) The following abbreviations are used in portfolio descriptions:
     A.M.B.A.C.--American Municipal Bond Assurance Corporation.
     F.G.I.C.--Financial Guaranty Insurance Company.
     F.H.A.--Federal Housing Administration.
     F.R.D.D.--Floating Rate (Daily) Demand Note (c).
     F.S.A.--Financial Security Assurance.
     M.B.I.A.--Municipal Bond Insurance Association.
<TABLE>
<C>  <S>
 (b) Standard & Poor's rating.
 (c) For purposes of amortized cost valuation, the maturity date of such securities is considered to be the later of the next
     date on which the security can be redeemed at par or the next date on which the rate of interest is adjusted.
 (d) Prerefunded issues are secured by escrowed cash and/or direct U.S. guaranteed obligations.
 (e) Inverse floating rate bond. The coupon is inversely indexed to a floating interest rate. The rate shown is the rate at year
     end.
 (f) Pledged as initial margin on financial futures contracts.
</TABLE>

NR--Not Rated by Moody's or Standard & Poor's.
The Fund's current Statement of Additional Information contains a description of
Moody's and Standard & Poor's ratings.

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                       B-185


<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Statement of Assets and Liabilities             OHIO SERIES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                                                <C>
Assets                                                                                                         August 31, 1995
Investments, at value (cost $106,065,313)....................................................................      $112,736,634
Interest receivable..........................................................................................         1,729,925
Receivable for Series shares sold............................................................................             4,846
Deferred expenses and other assets...........................................................................             3,072
                                                                                                                   ------------
   Total assets..............................................................................................       114,474,477
                                                                                                                   ------------
Liabilities
Payable for Series shares reacquired.........................................................................           139,123
Accrued expenses and other liabilities.......................................................................           102,276
Dividends payable............................................................................................            58,627
Management fee payable.......................................................................................            43,272
Due to broker-variation margin...............................................................................            35,406
Distribution fee payable.....................................................................................            30,976
Deferred trustee's fees......................................................................................             1,600
                                                                                                                   ------------
   Total liabilities.........................................................................................           411,280
                                                                                                                   ------------
Net Assets...................................................................................................      $114,063,197
                                                                                                                   ------------
                                                                                                                   ------------
Net assets were comprised of:
   Shares of beneficial interest, at par.....................................................................      $     95,644
   Paid-in capital in excess of par..........................................................................       107,058,560
                                                                                                                   ------------
                                                                                                                    107,154,204
   Accumulated net realized gain on investments..............................................................           329,547
   Net unrealized appreciation on investments................................................................         6,579,446
                                                                                                                   ------------
   Net assets, August 31, 1995...............................................................................      $114,063,197
                                                                                                                   ------------
                                                                                                                   ------------
Class A:
   Net asset value and redemption price per share
      ($51,132,450 / 4,289,011 shares of beneficial interest issued and outstanding).........................            $11.92
   Maximum sales charge (3.0% of offering price).............................................................               .37
   Maximum offering price to public..........................................................................            $12.29
Class B:
   Net asset value, offering price and redemption price per share
      ($62,804,534 / 5,264,771 shares of beneficial interest issued and outstanding).........................            $11.93
Class C:
   Net asset value, offering price and redemption price per share
      ($126,213 / 10,580 shares of beneficial interest issued and outstanding)...............................            $11.93
</TABLE>

- --------------------------------------------------------------------------------
                                             See Notes to Financial Statements.


                                      B-186


<PAGE>

PRUDENTIAL MUNICIPAL SERIES FUND
OHIO SERIES
Statement of Operations
- ------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>
                                                   Year Ended
Net Investment Income                            August 31, 1995
                                                -----------------
<S>                                              <C>
Income
   Interest...................................     $ 7,429,419
                                                 ---------------
Expenses
   Management fee, net of waiver of $38,218...         538,657
   Distribution fee--Class A..................          29,904
   Distribution fee--Class B..................         427,051
   Distribution fee--Class C..................             458
   Custodian's fees and expenses..............          89,000
   Transfer agent's fees and expenses.........          76,000
   Reports to shareholders....................          75,000
   Registration fees..........................          40,000
   Audit fee..................................          11,000
   Legal fee..................................          10,000
   Trustees' fees.............................           3,200
   Miscellaneous..............................             819
                                                 ---------------
      Total expenses..........................       1,301,089
   Less: custodian fee credit.................          (8,848)
                                                 ---------------
      Net expenses............................       1,292,241
                                                 ---------------
Net investment income.........................       6,137,178
                                                 ---------------
Realized and Unrealized Gain
(Loss) on Investments
Net realized gain (loss) on:
   Investment transactions....................       1,393,375
   Financial futures transactions.............        (586,229)
                                                 ---------------
                                                       807,146
                                                 ---------------
Net change in unrealized appreciation
   (depreciation) on:
   Investments................................         917,581
   Financial futures contracts................         (49,375)
                                                 ---------------
                                                       868,206
                                                 ---------------
Net gain on investments.......................       1,675,352
                                                 ---------------
Net Increase in Net Assets
Resulting from Operations.....................     $ 7,812,530
                                                 ---------------
                                                 ---------------
</TABLE>


PRUDENTIAL MUNICIPAL SERIES FUND
OHIO SERIES
Statement of Changes in Net Assets
- ------------------------------------------------------------
- ------------------------------------------------------------

<TABLE>
<CAPTION>
Increase (Decrease)                    Year Ended August 31,
in Net Assets                           1995            1994
                                       -----           ------
<S>                                 <C>             <C>
Operations
   Net investment income..........  $  6,137,178    $  6,388,587
   Net realized gain on investment
      transactions................       807,146         800,646
   Net change in unrealized
      appreciation (depreciation)
      of investments..............       868,206      (7,741,847)
                                    ------------    ------------
   Net increase (decrease) in net
      assets resulting from
      operations..................     7,812,530        (552,614)
                                    ------------    ------------
Dividends to shareholders from net
   investment income (Note 1)
   Class A........................    (1,643,462)       (258,026)
   Class B........................    (4,490,813)     (6,130,561)
   Class C........................        (2,903)             --
                                    ------------    ------------
                                      (6,137,178)     (6,388,587)
                                    ------------    ------------
Series share transactions (net of
   share conversions) (Note 5)
   Net proceeds from shares
      sold........................     6,780,605      16,655,835
   Net asset value of shares
      issued in reinvestment of
      dividends...................     3,526,725       3,713,106
   Cost of shares reacquired......   (20,943,985)    (16,986,967)
                                    ------------    ------------
   Net increase (decrease) in net
      assets from Series share
      transactions................   (10,636,655)      3,381,974
                                    ------------    ------------
Total decrease....................    (8,961,303)     (3,559,227)
Net Assets
Beginning of year.................   123,024,500     126,583,727
                                    ------------    ------------
End of year.......................  $114,063,197    $123,024,500
                                    ------------    ------------
                                    ------------    ------------
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-187


<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                   OHIO SERIES
- --------------------------------------------------------------------------------
Prudential Municipal Series Fund (the ``Fund'') is registered under the
Investment Company Act of 1940, as an open-end investment company. The Fund was
organized as a Massachusetts business trust on May 18, 1984 and consists of
seventeen series. The monies of each series are invested in separate,
independently managed portfolios. The Ohio Series (the ``Series'') commenced
investment operations in September, 1984. The Series is diversified and seeks to
achieve its investment objective of obtaining the maximum amount of income
exempt from federal and applicable state income taxes with the minimum of risk
by investing in ``investment grade'' tax-exempt securities whose ratings are
within the four highest ratings categories by a nationally recognized
statistical rating organization or, if not rated, are of comparable quality. The
ability of the issuers of the securities held by the Series to meet their
obligations may be affected by economic developments in a specific state,
industry or region.
- ------------------------------------------------------------
Note 1. Accounting Policies
The following is a summary of significant accounting policies followed by the
Fund, and the Series, in the preparation of its financial statements.
Securities Valuations: The Series values municipal securities (including
commitments to purchase such securities on a ``when-issued'' basis) on the basis
of prices provided by a pricing service which uses information with respect to
transactions in bonds, quotations from bond dealers, market transactions in
comparable securities and various relationships between securities in
determining values. If market quotations are not readily available from such
pricing service, a security is valued at its fair value as determined under
procedures established by the Trustees.
Short-term securities which mature in more than 60 days are valued at current
market quotations. Short-term securities which mature in 60 days or less are
valued at amortized cost.
All securities are valued as of 4:15 P.M., New York time.
Financial Futures Contracts: A financial futures contract is an agreement to
purchase (long) or sell (short) an agreed amount of securities at a set price
for delivery on a future date. Upon entering into a financial futures contract,
the Series is required to pledge to the broker an amount of cash and/or other
assets equal to a certain percentage of the contract amount. This amount is
known as the ``initial margin''. Subsequent payments, known as ``variation
margin'', are made or received by the Series each day, depending on the daily
fluctuations in the value of the underlying security. Such variation margin is
recorded for financial statement purposes on a daily basis as unrealized gain or
loss. When the contract expires or is closed, the gain or loss is realized and
is presented in the statement of operations as net realized gain (loss) on
financial futures contracts.
The Series invests in financial futures contracts in order to hedge its existing
portfolio securities or securities the Series intends to purchase, against
fluctuations in value caused by changes in prevailing interest rates. Should
interest rates move unexpectedly, the Series may not achieve the anticipated
benefits of the financial futures contracts and may realize a loss. The use of
futures transactions involves the risk of imperfect correlation in movements in
the price of futures contracts, interest rates and the underlying hedged assets.
Securities Transactions and Investment Income: Securities transactions are
recorded on the trade date. Realized gains and losses on sales of securities are
calculated on the identified cost basis. Interest income is recorded on the
accrual basis. The Series amortizes premiums and original issue discount paid on
purchases of portfolio securities as adjustments to interest income.
Net investment income (other than distribution fees) and unrealized and realized
gains or losses are allocated daily to each class of shares based upon the
relative proportion of net assets of each class at the beginning of the day.
Federal Income Taxes: For federal income tax purposes, each series in the Fund
is treated as a separate taxpaying entity. It is the intent of the Series to
continue to meet the requirements of the Internal Revenue Code applicable to
regulated investment companies and to distribute all of its net income to
shareholders. For this reason and because substantially all of the Series' gross
income consists of tax-exempt interest, no federal income tax provision is
required.
Dividends and Distributions: The Series declares daily dividends from net
investment income. Payment of dividends is made monthly. Distributions of net
capital gains, if any, are made annually.
Income distributions and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted accounting
principles.
- ------------------------------------------------------------
Note 2. Agreements
The Fund has a management agreement with Prudential Mutual Fund Management, Inc.
(``PMF''). Pursuant to this agreement PMF has responsibility for all investment
advisory services and supervises the subadviser's

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


                                      B-188


<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                   OHIO SERIES
- --------------------------------------------------------------------------------
performance of such services. PMF has entered into a subadvisory agreement with
The Prudential Investment Corporation (``PIC''); PIC furnishes investment
advisory services in connection with the management of the Fund. PMF pays for
the cost of the subadviser's services, the compensation of officers of the Fund,
occupancy and certain clerical and bookkeeping costs of the Fund. The Fund bears
all other costs and expenses.
The management fee paid PMF is computed daily and payable monthly, at an annual
rate of .50 of 1% of the average daily net assets of the Series. Effective
January 1, 1995, PMF has agreed to waive a portion (.05 of 1% of the Series'
average daily net assets) of its management fee, which amounted to $38,218
($0.004 per share; 0.03% of average daily net assets). The Series is not
required to reimburse PMF for such waiver.
The Fund has distribution agreements with Prudential Mutual Fund Distributors,
Inc. (``PMFD''), which acts as the distributor of the Class A shares of the
Fund, and with Prudential Securities Incorporated (``PSI''), which acts as
distributor of the Class B and Class C shares of the Fund (collectively the
``Distributors''). The Fund compensates the Distributors for distributing and
servicing the Fund's Class A, Class B and Class C shares, pursuant to plans of
distribution, (the ``Class A, B and C Plans'') regardless of expenses actually
incurred by them. The distribution fees are accrued daily and payable monthly.
Pursuant to the Class A, B and C Plans, the Fund compensates the Distributors
for distribution-related activities at an annual rate of up to .30 of 1%, .50 of
1% and 1%, of the average daily net assets of the Class A, B and C shares,
respectively. Such expenses under the Plans were .10 of 1%, .50 of 1% and .75 of
1% of the average daily net assets of the Class A, B and C shares, respectively,
for the fiscal year ended August 31, 1995.
PMFD has advised the Series that it has received approximately $14,300 in
front-end sales charges resulting from sales of Class A shares during the fiscal
year ended August 31, 1995. From these fees, PMFD paid such sales charges to PSI
and Pruco Securities Corporation, affiliated broker-dealers, which in turn paid
commissions to salespersons and incurred other distribution costs.
PSI has advised the Series that for the fiscal year ended August 31, 1995, it
received approximately $165,700 in contingent deferred sales charges imposed
upon certain redemptions by Class B and C shareholders.
PMFD is a wholly-owned subsidiary of PMF; PSI, PMF and PIC are indirect,
wholly-owned subsidiaries of The Prudential Insurance Company of America.
- ------------------------------------------------------------
Note 3. Other Transactions With Affiliates
Prudential Mutual Fund Services, Inc. (``PMFS''), a wholly-owned subsidiary of
PMF, serves as the Fund's transfer agent. During the fiscal year ended August
31, 1995 the Series incurred fees of approximately $53,000 for the services of
PMFS. As of August 31, 1995, approximately $4,000 of such fees were due to PMFS.
Transfer agent fees and expenses in the Statement of Operations include certain
out-of-pocket expenses paid to non-affiliates.
- ------------------------------------------------------------
Note 4. Portfolio Securities
Purchases and sales of portfolio securities of the Series, excluding short-term
investments, for the fiscal year ended August 31, 1995 were $42,529,053 and
$57,876,505, respectively.
The cost basis of investments for federal income tax purposes at August 31, 1995
was substantially the same as for financial reporting purposes and, accordingly,
net unrealized appreciation of investments for federal income tax purposes was
$6,671,321 (gross unrealized appreciation--$7,261,271; gross unrealized
depreciation--$589,950).
The Series utilized its capital loss carryforward of approximately $279,400 to
offset the Series net taxable gains realized and recognized in the fiscal year
ended August 31, 1995.
At August 31, 1995 the Series sold 17 financial futures contracts on the
Municipal Bond Index and sold 48 financial futures contracts on U.S. Treasury
Bonds both of which expire in September 1995. The value at sale of such
contracts was $7,285,063. The value of such contracts on August 31, 1995 was
$7,376,938, thereby resulting in an unrealized loss of $91,875.
- ------------------------------------------------------------
Note 5. Capital
The Series currently offers Class A, Class B and Class C shares. Class A shares
are sold with a front-end sales charge of up to 3%. Class B shares are sold with
a contingent deferred sales charge which declines from 5% to zero depending on
the period of time the shares are held. Class C shares are sold with a
contingent deferred sales charge of 1% during the first year. Class B shares
automatically convert to Class A shares on a

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



                                      B-189


<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                   OHIO SERIES
- --------------------------------------------------------------------------------
quarterly basis approximately seven years after purchase. A special exchange
privilege is also available for shareholders who qualified to purchase Class A
shares at net asset value.
The Fund has authorized an unlimited number of shares of beneficial interest of
each class at $.01 par value per share.
Transactions in shares of beneficial interest for the fiscal years ended August
31, 1995 and 1994 were as follows:
<TABLE>
<CAPTION>
Class A                                 Shares         Amount
- ------------------------------------  ----------    ------------
<S>                                   <C>           <C>
Year ended August 31, 1995:
Shares sold.........................      66,566    $    777,944
Shares issued in reinvestment of
  dividends.........................      76,044         896,433
Shares reacquired...................    (429,023)     (5,024,610)
                                      ----------    ------------
Net increase in shares outstanding
  before conversion.................    (286,413)     (3,350,233)
Shares issued upon conversion from
  Class B...........................   4,170,236      48,050,779
                                      ----------    ------------
Net decrease in shares
  outstanding.......................   3,883,823    $ 44,700,546
                                      ----------    ------------
                                      ----------    ------------
Year ended August 31, 1994:
Shares sold.........................     163,929    $  1,993,081
Shares issued in reinvestment of
  dividends.........................      12,343         148,632
Shares reacquired...................    (146,584)     (1,788,120)
                                      ----------    ------------
Net increase in shares
  outstanding.......................      29,688    $    353,593
                                      ----------    ------------
                                      ----------    ------------
<CAPTION>
Class B
- ------------------------------------
<S>                                   <C>           <C>
Year ended August 31, 1995:
Shares sold.........................     508,275    $  5,874,263
Shares issued in reinvestment of
  dividends.........................     228,476       2,627,480
Shares reacquired...................  (1,391,757)    (15,906,486)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion.................    (655,006)     (7,404,743)
Shares reacquired upon conversion
  into Class A......................  (4,166,740)    (48,050,779)
                                      ----------    ------------
Net decrease in shares
  outstanding.......................  (4,821,746)   $(55,455,522)
                                      ----------    ------------
                                      ----------    ------------
Year ended August 31, 1994:
Shares sold.........................   1,210,935    $ 14,657,554
Shares issued in reinvestment of
  dividends.........................     295,981       3,564,474
Shares reacquired...................  (1,270,756)    (15,198,847)
                                      ----------    ------------
Net increase in shares
  outstanding.......................     236,160    $  3,023,181
                                      ----------    ------------
                                      ----------    ------------
<CAPTION>
Class C                                 Shares         Amount
- ------------------------------------  ----------    ------------
<S>                                   <C>           <C>
Year ended August 31, 1995:
Shares sold.........................      11,057    $    128,398
Shares issued in reinvestment of
  dividends.........................         237           2,812
Shares reacquired...................      (1,160)        (12,889)
                                      ----------    ------------
Net increase in shares
  outstanding.......................      10,134    $    118,321
                                      ----------    ------------
                                      ----------    ------------
August 1, 1994(a) through
  August 31, 1994:
Shares sold.........................         446    $      5,203
                                      ----------    ------------
                                      ----------    ------------
- ---------------
(a) Commencement of offering of Class C shares.
</TABLE>

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


                                      B-190


<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                            OHIO SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                        Class A
                                                  ---------------------------------------------------
                                                                 Year Ended August 31,
                                                  ---------------------------------------------------
                                                   1995        1994       1993       1992       1991
                                                  -------     ------     ------     ------     ------
<S>                                               <C>         <C>        <C>        <C>        <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year............    $ 11.72     $12.38     $11.69     $11.17     $10.71
                                                  -------     ------     ------     ------     ------
Income from investment operations
Net investment income.........................        .65(a)     .66        .69        .70        .70
Net realized and unrealized gain (loss) on
  investment transactions.....................        .20       (.66)       .69        .52        .46
                                                  -------     ------     ------     ------     ------
  Total from investment operations............        .85         --       1.38       1.22       1.16
                                                  -------     ------     ------     ------     ------
Less dividends
Dividends from net investment income..........       (.65)      (.66)      (.69)      (.70)      (.70)
                                                  -------     ------     ------     ------     ------
Net asset value, end of year..................    $ 11.92     $11.72     $12.38     $11.69     $11.17
                                                  -------     ------     ------     ------     ------
                                                  -------     ------     ------     ------     ------
TOTAL RETURN(b):..............................       7.59%     (0.01)%    12.12%     11.26%     11.06%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000).................    $51,132     $4,749     $4,647     $2,095     $  923
Average net assets (000)......................    $29,904     $4,733     $2,904     $1,289     $  615
Ratios to average net assets:
   Expenses, including distribution fees......        .83%(a)    .84%       .84%       .81%       .93%
   Expenses, excluding distribution fees......        .73%(a)    .74%       .74%       .71%       .83%
   Net investment income......................       5.50%(a)   5.45%      5.73%      6.34%      6.34%
Portfolio turnover rate.......................         38%        20%        28%        37%        37%
</TABLE>

<TABLE>
<C>  <S>
- ---------------
 (a) Net of fee waiver.
 (b) Total return does not consider the effects of sales loads. Total return is calculated assuming a purchase of shares on the
     first day and a sale on the last day of each year reported and includes reinvestment of dividends.
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-191

<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                            OHIO SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                                   Class C
                                                                            Class B                               ----------
                                                  -----------------------------------------------------------        Year
                                                                     Year Ended August 31,                          Ended
                                                  -----------------------------------------------------------     August 31,
                                                   1995         1994         1993         1992         1991          1995
                                                  -------     --------     --------     --------     --------     ----------
<S>                                               <C>         <C>          <C>          <C>          <C>          <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period..........    $ 11.73     $  12.38     $  11.70     $  11.18     $  10.71      $  11.73
                                                  -------     --------     --------     --------     --------     ----------
Income from investment operations
Net investment income.........................        .60(a)       .61          .65          .65          .65           .57(a)
Net realized and unrealized gain (loss) on
  investment transactions.....................        .20         (.65)         .68          .52          .47           .20
                                                  -------     --------     --------     --------     --------     ----------
  Total from investment operations............        .80         (.04)        1.33         1.17         1.12           .77
                                                  -------     --------     --------     --------     --------     ----------
Less dividends
Dividends from net investment income..........       (.60)        (.61)        (.65)        (.65)        (.65)         (.57)
                                                  -------     --------     --------     --------     --------     ----------
Net asset value, end of period................    $ 11.93     $  11.73     $  12.38     $  11.70     $  11.18      $  11.93
                                                  -------     --------     --------     --------     --------     ----------
                                                  -------     --------     --------     --------     --------     ----------
TOTAL RETURN(b):..............................       7.16%       (0.33)%      11.58%       10.79%       10.74%         6.89%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)...............    $62,805     $118,270     $121,937     $102,199     $ 92,572      $    126
Average net assets (000)......................    $85,410     $121,365     $110,053     $ 96,178     $ 90,437      $     61
Ratios to average net assets:
   Expenses, including distribution fees......       1.22%(a)     1.24%        1.24%        1.21%        1.33%         1.49%(a)
   Expenses, excluding distribution fees......        .72%(a)      .74%         .74%         .71%         .83%          .74%(a)
   Net investment income......................       5.27%(a)     5.05%        5.33%        5.73%        5.94%         4.76%(a)
Portfolio turnover rate.......................         38%          20%          28%          37%          37%           38%
<CAPTION>

                                                August 1,
                                                 Through
                                                August 31,
                                                   1994
<S>                                               <C>
                                                ----------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period..........    $11.75
                                                   -----

Income from investment operations
Net investment income.........................       .05
Net realized and unrealized gain (loss) on
  investment transactions.....................      (.02)
                                                   -----

  Total from investment operations............       .03
                                                   -----

Less dividends
Dividends from net investment income..........      (.05)
                                                   -----

Net asset value, end of period................    $11.73
                                                   -----
                                                   -----

TOTAL RETURN(b):..............................      0.18%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)...............        $5
Average net assets (000)......................        $2
Ratios to average net assets:
   Expenses, including distribution fees......      2.28%(c)
   Expenses, excluding distribution fees......      1.53%(c)
   Net investment income......................      4.73%(c)
Portfolio turnover rate.......................        20%
</TABLE>

<TABLE>
<C>  <S>
- ---------------
 (a) Net of fee waiver.
 (b) Total return does not consider the effects of sales loads. Total return is calculated assuming a purchase of shares on the
     first day and a sale on the last day of each period reported and includes reinvestment of dividends. Total returns for
     periods of less than a full year are not annualized.
 (c) Annualized.
 (d) Commencement of offering of Class C shares.
</TABLE>

- --------------------------------------------------------------------------------
                                            See Notes to Financial Statements.


                                      B-192


<PAGE>

                                                PRUDENTIAL MUNICIPAL SERIES FUND
Independent Auditors' Report                    OHIO SERIES
- --------------------------------------------------------------------------------
The Shareholders and Board of Trustees
Prudential Municipal Series Fund, Ohio Series
We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Prudential Municipal Series Fund, Ohio Series,
as of August 31, 1995, the related statements of operations for the year then
ended and of changes in net assets for each of the two years in the period then
ended, and the financial highlights for each of the five years in the period
then ended. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights 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 and financial
highlights 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 the securities owned as of
August 31, 1995 by correspondence with the custodian. 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 and financial highlights present
fairly, in all material respects, the financial position of Prudential Municipal
Series Fund, Ohio Series, as of August 31, 1995, the results of its operations,
the changes in its net assets, and its financial highlights for the respective
stated periods in conformity with generally accepted accounting principles.
DELOITTE & TOUCHE LLP
New York, New York
October 16, 1995


                                      B-193

<PAGE>


Portfolio of Investments as of                 PRUDENTIAL MUNICIPAL SERIES FUND
August 31, 1995                                PENNSYLVANIA SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest     Maturity     Amount         Value
Description (a)                                                 (Unaudited)      Rate         Date        (000)        (Note 1)
<S>                                                             <C>            <C>         <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------
LONG-TERM INVESTMENTS--99.2%
- ------------------------------------------------------------------------------------------------------------------------------
Allegheny Cnty. Arpt. Rev.,
   Greater Pittsburgh Int'l. Arpt., Ser. A, F.S.A.              Aaa              6.60%        1/01/04   $  1,000     $  1,089,080
   Greater Pittsburgh Int'l. Arpt., F.S.A.                      Aaa              5.625        1/01/23      1,230        1,154,171
Allegheny Cnty. Higher Ed. Bldg. Auth. Rev.,
   Robert Morris Coll., M.B.I.A.                                Aaa              7.00         6/15/08      1,000        1,089,450
Allegheny Cnty. Hosp. Dev. Auth. Rev.,
   Allegheny Gen. Hosp., Ser. S, M.B.I.A.                       Aaa              6.25         9/01/20      1,750        1,779,540
   Magee Womens Hosp., F.G.I.C.                                 Aaa             Zero         10/01/14      2,000          647,220
   Magee Womens Hosp., F.G.I.C.                                 Aaa             Zero         10/01/16      2,000          568,020
   Magee Womens Hosp., F.G.I.C.                                 Aaa             Zero         10/01/18      2,000          499,620
   Magee Womens Hosp., F.G.I.C.                                 Aaa             Zero         10/01/19      4,000          935,440
   Presbyterian Univ. Hosp., Ser. C, M.B.I.A.                   Aaa              7.625        7/01/15      1,100        1,219,108
   West Penn. Hosp. Hlth. Ctr.                                  NR               8.50         1/01/20      2,000        2,211,780
Allegheny Cnty. Ind. Dev. Auth. Rev., USX Proj., Ser. A         Baa3             6.70        12/01/20      4,500        4,554,315
Allegheny Cnty. Residential Fin. Auth., Mtge. Rev.,
   G.N.M.A.,
   Ser. F                                                       Aaa              9.00         6/01/17        375          407,831
   Ser. Q                                                       Aaa              7.40        12/01/22        970        1,032,051
Allegheny Cnty. San. Auth. Swr. Rev., F.G.I.C.,                 Aaa             Zero         12/01/05      2,620        1,544,909
   Ser. A                                                       Aaa             Zero          6/01/06      1,640          930,667
Allegheny Cnty., Ser. C-37, M.B.I.A.                            Aaa              7.30        12/01/10      1,500(c)     1,696,530
Allentown Wtr. Impvt., A.M.B.A.C.                               Aaa              5.65         7/15/10      1,430        1,445,687
Beaver Cnty. Ind. Dev. Auth. Poll. Ctrl. Rev.,
   Ohio Edison Proj., Ser. A, F.G.I.C.                          Aaa              7.75         9/01/24      1,150        1,291,600
Berks Cnty. Ind. Dev. Auth. Rev., Lutheran Home Proj.           NR               6.875        1/01/23      1,500        1,459,305
Berks Cnty. Mun. Auth. Hosp. Rev.,
   Reading Hosp. Med. Ctr. Proj. M.B.I.A.                       Aaa              5.70        10/01/14      1,250        1,228,538
Bethlehem Auth. Wtr. Rev., M.B.I.A.                             Aaa              5.20        11/15/21      3,000        2,728,710
Boyertown Area Sch. Dist., Ser. B, A.M.B.A.C.                   Aaa              5.25         2/01/17      2,000        1,856,700
Bucks Cnty. Wtr. & Swr. Auth. Rev.,
   Neshaminy Interceptor Swr. Sys., F.G.I.C.                    Aaa             Zero         12/01/15      2,175          651,804
Butler Cnty. Hosp. Auth. Rev., North Hills, Passavant
   Hosp.,
   Ser. A, C.G.I.C.                                             AAA(b)           7.00         6/01/22      1,000        1,088,130
Chester Cnty., Gen. Oblig., Ser. B                              Aa               5.625       11/15/16      2,090        2,020,946
Chester Upland Sch. Auth., Sch. Rev.                            A(b)             6.375        9/01/21      1,000        1,017,180
Dauphin Cnty. Gen. Auth. Rev., B.I.G                            Aaa              7.40         1/01/06      1,000        1,060,570
Delaware Cnty., Gen. Oblig.                                     Aa               5.50        10/01/15      3,000        2,866,470
Delaware Cnty. Auth. Rev.,
   Crozer Chester Med. Ctr., Ser. A,B,C; M.B.I.A.               Aaa              7.15        12/15/05      2,550        2,908,836
   Villanova Univ., M.B.I.A.                                    Aaa              5.50         8/01/23      3,000        2,840,460
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-194

<PAGE>


Portfolio of Investments as of                 PRUDENTIAL MUNICIPAL SERIES FUND
August 31, 1995                                PENNSYLVANIA SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest     Maturity     Amount         Value
Description (a)                                                 (Unaudited)      Rate         Date        (000)        (Note 1)
<S>                                                             <C>            <C>         <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------
Delaware Cnty. Ind. Dev. Auth. Rev., Res. Recovery Proj.,
   Ser. A                                                       A1               8.10%       12/01/13   $  2,000     $  2,099,700
Delaware River Jt. Toll Bridge Comm. Rev., F.G.I.C.             Aaa              6.00         7/01/18      5,500        5,526,950
Doylestown Hosp. Auth. Rev., Pine Run Retirement, Ser. A        NR               7.20         7/01/23      3,180        3,141,904
Emmaus Gen. Auth. Rev., Local Gov't. Bond, B.I.G.
   Ser. B                                                       Aaa              8.00         5/15/18      1,000(e)     1,108,450
   Ser. C                                                       Aaa              7.90         5/15/18      1,250        1,381,100
   Ser. E                                                       Aaa              7.90         5/15/18      2,000        2,209,760
   Ser. F                                                       Aaa              7.90         5/15/18      1,600        1,767,808
Erie Higher Ed. Bldg. Auth., College Rev.,
   Mercyhurst Coll. Proj.                                       BBB(b)           7.85         9/15/19      1,000(c)     1,130,700
   Mercyhurst Coll. Proj., Ser. B                               BBB(b)           5.75         3/15/23      3,250        2,798,932
Harrisburg Auth. Lease Rev., Green Cnty. Prison Proj.,
   F.G.I.C.                                                     Aaa              6.625        6/01/13      1,500        1,645,800
Harrisburg Redev. Auth. Rev., Cap. Impvt., Ser. A,
   F.G.I.C.                                                     Aaa              7.875       11/02/16        900          970,200
Lancaster Cnty. Solid Waste Mgmt. Auth. Rev.,
   Res. Rec. Sys. Landfill Rev.                                 A1               7.875       12/15/09        500          514,595
   Res. Rec. Sys. Landfill Rev.                                 A1               7.75        12/15/04        750          775,800
   Res. Rec. Sys. Rev.                                          A1               8.375       12/15/04      1,000        1,061,060
Langhorne Manor Boro. Higher Ed. & Hlth. Auth Rev.,
   Lower Bucks Hosp.                                            Ba1              7.35         7/01/22      3,275        3,120,322
Latrobe Ind. Dev. Auth. Coll. Rev.,
   St. Vincent Coll. Proj.                                      Baa1             6.75         5/01/14      1,800        1,838,178
   St. Vincent Coll. Proj.                                      Baa1             6.75         5/01/24      1,500        1,520,280
Lehigh Cnty. Gen. Purpose Auth. Revs.,
   Horizon Hlth. Sys. Inc., Ser. A                              NR               8.25         7/01/13        500          550,575
   St. Lukes Hosp. of Bethlehem Proj., A.M.B.A.C.               Aaa              5.30        11/15/06        750          761,978
   St. Lukes Hosp. of Bethlehem Proj., A.M.B.A.C.               Aaa              5.30        11/15/07      1,000        1,004,380
Lower Pottsgrove Township Auth. Swr. Rev.,
   Montgomery Cnty., A.M.B.A.C.,
   Ser. A                                                       Aaa              Zero        11/01/13      1,155          397,389
   Ser. A                                                       Aaa              Zero        11/01/15      1,185          356,887
Luzerne Cnty. Ind. Dev. Auth. Exmpt. Facs. Rev., Gas &
   Water,
   Ser. B                                                       Baa3             7.125       12/01/22      6,000        6,139,560
Montgomery Cnty. Higher Ed. & Hlth. Auth. Hosp. Rev.,
   Jeanes Hlth. Sys. Proj.                                      BBB(b)           8.625        7/01/07      4,000(c)     4,764,000
Montgomery Cnty. Ind. Dev. Auth. Rev., Poll. Ctrl.,
   Philadelphia Elec. Co., Ser. A                               Baa1             7.60         4/01/21      1,000        1,080,830
   Res. Recovery                                                AA-(b)           7.50         1/01/12      2,000        2,147,420
Montgomery Cnty. Redev. Auth., Multi-family Hsg., Ser. A        NR               6.50         7/01/25      2,000        1,913,680
Northampton Cnty. Higher Ed. Auth. Rev.,
   Lehigh Univ., M.B.I.A.                                       Aaa              7.10        11/15/09      1,500        1,658,025
   Moravian Coll.                                               BBB-(b)          8.20         6/01/11      2,095        2,493,699
   Moravian Coll., A.M.B.A.C.                                   Aaa              6.25         7/01/11      2,195        2,350,472
Northeastern Hosp. & Ed. Auth. Coll. Rev., Kings Coll.
   Proj., Ser. B                                                BBB(b)           6.00         7/15/18      3,235        3,084,087
</TABLE>

- --------------------------------------------------------------------------------
                                            See Notes to Financial Statements.


                                      B-195


<PAGE>


Portfolio of Investments as of                 PRUDENTIAL MUNICIPAL SERIES FUND
August 31, 1995                                PENNSYLVANIA SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest     Maturity     Amount         Value
Description (a)                                                 (Unaudited)      Rate         Date        (000)        (Note 1)
<S>                                                             <C>            <C>         <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------
Northumberland Cnty. Ind. Dev. Auth. Rev., Roaring Creek
   Wtr.                                                         NR               6.375%      10/15/23    $ 1,000     $    929,270
Pennsylvania Econ. Dev. Auth.,
   Macmillan Ltd. Partnership Proj.                             Baa2             7.60        12/01/20      3,000        3,240,990
   Wastewater Treatment Rev., Sun Co. R & M Proj., Ser. A       Baa1             7.60        12/01/24      4,500        4,899,015
Pennsylvania Hsg. Fin. Agcy.,
   Sngl. Fam. Mtge.                                             Aa               7.80        10/01/20      2,930        3,122,940
   Sngl. Fam. Mtge.                                             Aa               7.604        4/01/25      1,050(d)       977,813
   Sngl. Fam. Mtge., Ser. X                                     Aa               8.10        10/01/10        780          830,583
   Sngl. Fam. Mtge., Ser. X                                     Aa               8.15         4/01/24        420          432,474
Pennsylvania Intergovernmental Cooperation Auth.,
   Spec.Tax Rev., M.B.I.A.                                      Aaa              5.60         6/15/15      4,000        3,856,040
Pennsylvania St. Cert. of Part., F.S.A.                         Aaa              6.25        11/01/06      1,900        2,039,954
Pennsylvania St. Higher Edl. Facs. Auth. Rev.,
   Allegheny Coll.                                              BBB+(b)          6.00        11/01/22      2,000        1,863,380
   Hahnemann Univ. Proj., M.B.I.A.                              Aaa              7.20         7/01/09      1,500        1,652,880
   La Salle Univ., M.B.I.A.                                     Aaa              7.70         5/01/10      1,100        1,215,456
   Med. Coll. of Penn., Ser. A                                  Baa              8.375        3/01/11        355          384,458
   Med. Coll. of Penn., Ser. A                                  Baa              7.50         3/01/14      2,350        2,403,956
   St. Sys, Ser. J, A.M.B.A.C.                                  Aaa              5.625        6/15/19      1,520        1,459,245
   Thomas Jefferson Univ.                                       AAA(b)           8.00         1/01/18      1,250(c)     1,379,750
Pennsylvania St. Ind. Dev. Auth., Econ. Rev., A.M.B.A.C.        Aaa              5.50         1/01/14      4,250        4,065,295
Pennsylvania St. Tpke. Comn. Rev.,
   Ser. D, F.G.I.C.                                             Aaa              7.625       12/01/17      1,375(c)     1,544,579
   Ser. K                                                       Aaa              7.50        12/01/19      4,650(c)     5,301,418
Philadelphia Arpt. Rev., Philadelphia Arpt. Sys.                Baa              9.00         6/15/15      2,000        2,068,200
Philadelphia Gas Wks. Rev.,
   Ser. 13                                                      Baa1             7.70         6/15/11        215          251,337
   Ser. 13                                                      Baa1             7.20         6/15/98        500          532,670
   Ser. 13                                                      Baa1             7.30         6/15/99        625          676,231
   Ser. 13                                                      Aaa              7.70         6/15/21      3,430(c)     4,025,037
Philadelphia Hosps. & Higher Ed. Fac. Auth. Rev.,
   Childrens' Hosp. Proj., Ser. A                               Aa               5.00         2/15/21      2,000        1,715,100
   Childrens' Seashore House, Ser. A                            A-(b)            7.00         8/15/12      1,000        1,052,200
   Childrens' Seashore House, Ser. A                            A-(b)            7.00         8/15/17      1,000        1,052,200
   Grad. Hlth. Systems                                          Baa1             7.25         7/01/18      2,750        2,854,802
   Grad. Hlth. Systems, Ser. A                                  Baa1             6.25         7/01/18      1,000          922,460
Philadelphia Ind. Dev. Rev.,
   Inst. for Cancer Research Proj., Ser. B                      AA-(b)           7.25         7/01/10      5,770        6,230,504
   Nat'l. Brd. of Med. Examiners Proj.                          A+(b)            6.75         5/01/12      5,000        5,253,450
Philadelphia Mun. Auth. Rev., F.G.I.C.                          Aaa              5.625       11/15/14      2,000        1,937,080
Philadelphia Mun. Auth. Rev., F.G.I.C.                          Aaa              5.625       11/15/18      1,500        1,440,750
Philadelphia Pkg. Auth. Rev., Arpt. Pkg., A.M.B.A.C.            Aaa              7.375        9/01/18      2,200        2,435,092
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.



                                      B-196


<PAGE>

Portfolio of Investments as of                 PRUDENTIAL MUNICIPAL SERIES FUND
August 31, 1995                                PENNSYLVANIA SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest     Maturity     Amount         Value
Description (a)                                                 (Unaudited)      Rate         Date        (000)        (Note 1)
<S>                                                             <C>            <C>         <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------
Philadelphia Redev. Auth. Rev.,
   Home Impvt. Loan, Ser. A                                     A                7.40%        6/01/08   $    350     $    376,162
   Home Impvt. Loan, Ser. A                                     A                7.375        6/01/03        355          371,167
Philadelphia Sch. Dist., Gen. Oblig., Ser. A, M.B.I.A.          Aaa              5.85         7/01/09      1,710        1,765,729
Philadelphia Wtr. & Swr. Rev., M.B.I.A.                         Aaa              6.25         8/01/08      2,000        2,175,960
Philadelphia Wtr. & Swr. Rev., M.B.I.A.                         Aaa              5.25         6/15/23      2,775        2,519,228
Philadelphia Wtr. & Swr. Rev., M.B.I.A.,
   Ser. 15                                                      Aaa             Zero         10/01/02      7,900        5,616,347
   Ser. 15                                                      Aaa              6.875       10/01/06        700          764,498
Pittsburgh Stadium Auth. Rev., F.G.I.C.                         Aaa              7.50        10/15/01        500          529,915
Pittsburgh Urban Redev. Auth., Mtge. Rev., Ser. B               A1               8.30         4/01/17        795          858,179
Pittsburgh Wtr. & Swr., Ser. A. F.G.I.C.                        Aaa              5.60         9/01/22      3,000        2,886,990
Pottsgrove Sch. Dist., Gen. Oblig., Ser. A, A.M.B.A.C.          Aaa              5.30        10/15/14      2,000        1,885,220
Pottstown Boro. Auth., Swr. Rev., F.G.I.C.                      Aaa             Zero         11/01/03      1,200          802,992
Puerto Rico Comnwlth.,
   Gen. Oblig., M.B.I.A.                                        Aaa              5.40         7/01/07      1,500        1,548,930
   Gen. Oblig., M.B.I.A.                                        Aaa              5.50         7/01/08      3,340        3,442,171
   Gen. Oblig., A.M.B.A.C.                                      Aaa              7.00         7/01/10      4,030        4,677,419
   Gen. Oblig., M.B.I.A.                                        Aaa              7.00         7/01/10        720          835,668
   Gen. Oblig., F.S.A.                                          Aaa              7.682        7/01/20      4,250(d)     4,159,688
   Gen. Oblig.                                                  AAA(b)           7.70         7/01/20      5,250(c)     6,087,742
Puerto Rico Elec. Pwr. Auth., Pwr. Rev., Ser. S                 Baa1             7.00         7/01/06      1,800        2,030,526
Puerto Rico Hsg. Bank & Fin. Agcy.                              Baa              5.125       12/01/05        750          720,173
Puerto Rico Hsg. Bank & Fin. Agcy.                              Baa              5.25        12/01/06      2,000        1,914,600
Sayre Hlth. Care Facs. Auth. Rev., A.M.B.A.C.,
   Cap. Asset Fin. Prog. C                                      Aaa              7.70        12/01/13        500          565,695
   Cap. Asset Fin. Prog. C                                      Aaa              7.625       12/01/15      1,000        1,127,700
Scranton Pkg. Auth. Rev.                                        A+(b)            8.125        9/15/14      1,600        1,777,840
Scranton-Lackawanna Hlth. & Welfare Auth. Rev.,
   Univ. Of Scranton Proj., Ser. C                              A-(b)            7.50         6/15/06      1,000(c)     1,141,670
   Univ. Of Scranton Proj., Ser. C                              A-(b)            6.50         3/01/15      2,250        2,288,138
So. Fork Mun. Auth. Hosp. Rev., Lee Hosp. Proj., Ser. A         A-(b)            5.50         7/01/23      2,500        2,143,000
Swarthmore Boro. Gen. Auth. Rev., Pennsylvania Coll. Rev.       A-(b)            7.25         9/15/10        600(c)       676,980
Unity Township Mun. Auth., Gtd. Swr. Rev., A.M.B.A.C.,
   Capital Appreciation                                         Aaa             Zero         11/01/11      1,035          405,554
   Capital Appreciation                                         Aaa             Zero         11/01/12      1,035          380,166
   Capital Appreciation                                         Aaa             Zero         11/01/13      1,035          356,102
Venango Cnty. Gen. Oblig., Ser. B, F.G.I.C.                     Aaa              5.25         7/15/18      2,265        2,097,345
Virgin Islands Pub. Fin. Auth. Rev.,
   Hwy. Trans. Trust Fund                                       BBB(b)           7.70        10/01/04      1,000        1,095,820
   Ref. Matching Loan Notes, Ser. A                             NR               7.25        10/01/18      1,950        2,057,172
Virgin Islands Terr., Hugo Ins. Claims Fund Prog., Ser. 91      NR               7.75        10/01/06      1,055        1,149,612
</TABLE>

- --------------------------------------------------------------------------------
                                            See Notes to Financial Statements.



                                      B-197


<PAGE>

Portfolio of Investments as of                 PRUDENTIAL MUNICIPAL SERIES FUND
August 31, 1995                                PENNSYLVANIA SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                  Moody's                               Principal
                                                                   Rating      Interest     Maturity     Amount         Value
Description (a)                                                 (Unaudited)      Rate         Date        (000)        (Note 1)
<S>                                                             <C>            <C>         <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------
Washington Cnty. Auth. Lease Rev., Mun. Fac., Shadyside
   Hosp., Ser. C-1D, A.M.B.A.C.                                 Aaa              7.45%       12/15/18   $  2,900(c)  $  3,338,944
Washington Cnty. Hosp. Auth. Rev., Monongahela Valley
   Hosp.                                                        A                6.75        12/01/08      2,750        2,810,225
York Cnty. Solid Waste & Refuse Auth. Ind. Dev. Rev., Res.
   Rec. Proj., Ser. C                                           AA-(b)           8.20        12/01/14      1,000        1,103,990
                                                                                                                     ------------
Total long-term investments (cost $237,031,397)                                                                       251,671,055
SHORT-TERM INVESTMENT--0.4%
Schuylkill Cnty. Ind. Dev. Auth., Westwood Energy Pty.,
   Ser. 85, F.R.D.D. (cost $900,000)                            P1               3.60         9/01/95        900          900,000
                                                                                                                     ------------
Total Investments--99.6%
(cost $237,931,397; Note 4)                                                                                           252,571,055
Other assets in excess of liabilities--0.4%                                                                             1,094,434
                                                                                                                     ------------
Net Assets--100%                                                                                                     $253,665,489
                                                                                                                     ------------
                                                                                                                     ------------
</TABLE>

- ---------------
(a) The following abbreviations are used in portfolio descriptions:
   A.M.B.A.C.--American Municipal Bond Assurance Corporation.
    B.I.G.--Bond Investors Guaranty Insurance Company.
    C.G.I.C.--Capital Guaranty Insurance Company.
    F.G.I.C.--Financial Guaranty Insurance Company.
    F.R.D.D.--Floating Rate (Daily) Demand Note (f).
    F.S.A.--Financial Security Assurance.
    G.N.M.A.--Government National Mortgage Association.
    M.B.I.A.--Municipal Bond Insurance Association.
(b) Standard & Poor's rating.
(c) Prerefunded issues are secured by escrowed cash and/or direct U.S.
    guaranteed obligations.
(d) Inverse floating rate bond. The coupon is inversely indexed to a floating
    interest rate. The rate shown is the rate at the period end.
(e) Pledged as initial margin on financial futures contracts.
(f) For purposes of amortized cost valuation, the maturity date of these
    securities are considered to be the later of the next date on which the
    security can be redeemed at par, or the next date on which the rate of
    interest is adjusted.
NR--Not Rated by Moody's or Standard & Poor's.
The Fund's current Statement of Additional Information contains a description
of Moody's and Standard & Poor's ratings.

- --------------------------------------------------------------------------------
See Notes to Financial Statements.



                                      B-198

<PAGE>

                                              PRUDENTIAL MUNICIPAL SERIES FUND
Statement of Assets and Liabilities           PENNSYLVANIA SERIES
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                                                                <C>
Assets                                                                                                         August 31, 1995
Investments, at value (cost $237,931,397)....................................................................      $252,571,055
Cash.........................................................................................................            72,184
Interest receivable..........................................................................................         3,846,415
Receivable for investments sold..............................................................................         1,346,313
Receivable for Series shares sold............................................................................            66,608
Deferred expenses and other assets...........................................................................            10,420
                                                                                                                   ------------
   Total assets..............................................................................................       257,912,995
                                                                                                                   ------------
Liabilities
Payable for investments purchased............................................................................         3,480,977
Payable for Series shares reacquired.........................................................................           371,999
Dividends payable............................................................................................           134,934
Management fee payable.......................................................................................            95,759
Distribution fee payable.....................................................................................            89,757
Accrued expenses.............................................................................................            62,324
Due to broker-variation margin...............................................................................            10,156
Deferred trustees' fees......................................................................................             1,600
                                                                                                                   ------------
   Total liabilities.........................................................................................         4,247,506
                                                                                                                   ------------
Net Assets...................................................................................................      $253,665,489
                                                                                                                   ------------
                                                                                                                   ------------
Net assets were comprised of:
   Shares of beneficial interest, at par.....................................................................      $    240,517
   Paid-in capital in excess of par..........................................................................       240,634,533
                                                                                                                   ------------
                                                                                                                    240,875,050
   Accumulated net realized loss on investments..............................................................        (1,792,188)
   Net unrealized appreciation on investments................................................................        14,582,627
                                                                                                                   ------------
Net assets, August 31, 1995..................................................................................      $253,665,489
                                                                                                                   ------------
                                                                                                                   ------------
Class A:
   Net asset value and redemption price per share
      ($50,696,456 / 4,806,652 shares of beneficial interest issued and outstanding).........................            $10.55
   Maximum sales charge (3.0% of offering price).............................................................               .33
   Maximum offering price to public..........................................................................            $10.88
Class B:
   Net asset value, offering price and redemption price per share
      ($202,633,238 / 19,213,229 shares of beneficial interest issued and outstanding).......................            $10.55
Class C:
   Net asset value, offering price and redemption price per share
      ($335,795 / 31,838 shares of beneficial interest issued and outstanding)...............................            $10.55
</TABLE>

- --------------------------------------------------------------------------------
                                             See Notes to Financial Statements.


                                      B-199


<PAGE>


PRUDENTIAL MUNICIPAL SERIES FUND             PRUDENTIAL MUNICIPAL SERIES FUND
PENNSYLVANIA SERIES                          PENNSYLVANIA SERIES
Statement of Operations                      Statement of Changes in Net Assets
- ------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>
                                                   Year Ended
Net Investment Income                            August 31, 1995
<S>                                              <C>
Income
   Interest...................................     $16,725,737
                                                 ---------------
Expenses
   Management fee, net of waiver of $84,187...       1,182,799
   Distribution fee--Class A..................          30,092
   Distribution fee--Class B..................       1,115,411
   Distribution fee--Class C..................           1,672
   Transfer agent's fees and expenses.........         187,000
   Reports to shareholders....................         156,000
   Custodian's fees and expenses..............         109,000
   Registration fees..........................          36,000
   Audit fee..................................          11,000
   Legal fees.................................          10,000
   Trustees' fees.............................           3,200
   Miscellaneous..............................          30,887
                                                 ---------------
      Total expenses..........................       2,873,061
   Less custodian fee credit..................         (17,396)
                                                 ---------------
      Net expenses............................       2,855,665
                                                 ---------------
Net investment income.........................      13,870,072
                                                 ---------------
Realized and Unrealized
Gain (Loss) on Investments
Net realized gain (loss) on:
   Investment transactions....................         504,596
   Financial futures contracts................      (1,012,601)
                                                 ---------------
                                                      (508,005)
                                                 ---------------
Net change in unrealized appreciation on:
   Investments................................       2,796,532
   Financial futures contracts................          82,281
                                                 ---------------
                                                     2,878,813
                                                 ---------------
Net gain on investments.......................       2,370,808
                                                 ---------------
Net Increase in Net Assets
Resulting from Operations.....................     $16,240,880
                                                 ---------------
                                                 ---------------
</TABLE>

<TABLE>
<CAPTION>

Increase (Decrease)                    Year Ended August 31,
in Net Assets                           1995            1994
<S>                                 <C>             <C>
Operations
   Net investment income..........  $ 13,870,072    $ 14,193,314
   Net realized loss on investment
      transactions................      (508,005)         (7,799)
   Net change in unrealized
      appreciation/depreciation of
      investments.................     2,878,813     (17,783,224)
                                    ------------    ------------
   Net increase (decrease) in net
      assets resulting from
      operations..................    16,240,880      (3,597,709)
                                    ------------    ------------
Dividends and distributions (Note 1)
   Dividends to shareholders from
      net investment income
      Class A.....................    (1,734,468)       (569,122)
      Class B.....................   (12,124,140)    (13,624,192)
      Class C.....................       (11,464)             --
                                    ------------    ------------
                                     (13,870,072)    (14,193,314)
                                    ------------    ------------
   Distributions to shareholders
      from net realized gain on
      investment transactions
      Class A.....................            --         (97,328)
      Class B.....................            --      (2,598,620)
                                    ------------    ------------
                                              --      (2,695,948)
                                    ------------    ------------
Series share transactions (net of
   share conversions) (Note 5)
   Net proceeds from shares
      sold........................    19,260,042      46,954,314
   Net asset value of shares
      issued in reinvestment of
      dividends and
      distributions...............     7,902,987       9,903,212
   Cost of shares reacquired......   (44,342,507)    (40,990,785)
                                    ------------    ------------
   Net increase (decrease) in net
      assets from Series share
      transactions................   (17,179,478)     15,866,741
                                    ------------    ------------
Total decrease....................   (14,808,670)     (4,620,230)
Net Assets
Beginning of year.................   268,474,159     273,094,389
                                    ------------    ------------
End of year.......................  $253,665,489    $268,474,159
                                    ------------    ------------
                                    ------------    ------------
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-200

<PAGE>

                                               PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                  PENNSYLVANIA SERIES
- --------------------------------------------------------------------------------
Prudential Municipal Series Fund (the ``Fund'') is registered under the
Investment Company Act of 1940 as an open-end investment company. The Fund was
organized as a Massachusetts business trust on May 18, 1984 and consists of
seventeen series. The monies of each series are invested in separate,
independently managed portfolios. The Pennsylvania Series (the ``Series'')
commenced investment operations in April, 1987. The Series is diversified and
seeks to achieve it's investment objective of obtaining the maximum amount of
income exempt from federal and applicable state income taxes with the minimum of
risk by investing in ``investment grade'' tax-exempt securities whose ratings
are within the four highest ratings categories by a nationally recognized
statistical rating organization or, if not rated, are of comparable quality. The
ability of the issuers of the securities held by the Series to meet their
obligations may be affected by economic developments in a specific state,
industry or region.
- ------------------------------------------------------------
Note 1. Accounting Policies
The following is a summary of significant accounting policies followed by the
Fund, and the Series, in the preparation of its financial statements.
Securities Valuations: The Series values municipal securities (including
commitments to purchase such securities on a ``when-issued'' basis) on the basis
of prices provided by a pricing service which uses information with respect to
transactions in bonds, quotations from bond dealers, market transactions in
comparable securities and various relationships between securities in
determining values. If market quotations are not readily available from such
pricing service, a security is valued at its fair value as determined under
procedures established by the Trustees.
Short-term securities which mature in more than 60 days are valued at current
market quotations. Short-term securities which mature in 60 days or less are
valued at amortized cost.
All securities are valued as of 4:15 P.M., New York time.
Financial Futures Contracts: A financial futures contract is an agreement to
purchase (long) or sell (short) an agreed amount of debt securities at a set
price for delivery on a future date. Upon entering into a financial futures
contract, the Series is required to pledge to the broker an amount of cash
and/or other assets equal to a certain percentage of the contract amount. This
amount is known as the ``initial margin''. Subsequent payments, known as
``variation margin'', are made or received by the Series each day, depending on
the daily fluctuations in the value of the underlying security. Such variation
margin is recorded for financial statement purposes on a daily basis as
unrealized gain or loss. When the contract expires or is closed, the gain or
loss is realized and is presented in the statement of operations as net realized
gain (loss) on financial futures. The Series invests in financial futures
contracts in order to hedge its existing portfolio securities or securities the
Series intends to purchase against fluctuations in value caused by changes in
prevailing interest rates. Should interest rates move unexpectedly, the Series
may not achieve the anticipated benefits of the financial futures contracts and
may realize a loss. The use of futures transactions involves the risk of
imperfect correlation in movements in the price of futures contracts, interest
rates and the underlying hedged assets.
Securities Transactions and Investment Income: Securities transactions are
recorded on the trade date. Realized gains and losses on sales of securities are
calculated on the identified cost basis. Interest income is recorded on the
accrual basis. The Series amortizes premiums and original issue discount paid on
purchases of portfolio securities as adjustments to interest income.
Net investment income (other than distribution fees) and unrealized and realized
gains or losses are allocated daily to each class of shares based upon the
relative proportion of net assets of each class at the beginning of the day.
Federal Income Taxes: For federal income tax purposes, each series in the Fund
is treated as a separate taxpaying entity. It is the intent of the Series to
continue to meet the requirements of the Internal Revenue Code applicable to
regulated investment companies and to distribute all of its net income to
shareholders. For this reason and because substantially all of the Series' gross
income consists of tax-exempt interest, no federal income tax provision is
required.
Reclassification of Capital Accounts: The Series accounts and reports for
distributions to shareholders in accordance with Statement of Position 93-2:
Determination, Disclosure, and Financial Statement Presentation of Income,
Capital Gain, and Return of Capital Distributions by Investment Companies.
During the fiscal year the Series decreased paid-in capital and decreased
accumulated net realized losses by $15,560 compared to amounts previously
reported through August 31, 1994. Current year net investment income, net
realized gains and net assets were not affected by this change.
Dividends and Distributions: The Series declares daily dividends from net
investment income. Payment of dividends are made monthly. Distributions of net
capital gains, if any, are made annually. Income distributions and capital gain
distributions are determined in accordance with income

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


                                      B-201

<PAGE>

                                               PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                  PENNSYLVANIA SERIES
- --------------------------------------------------------------------------------
tax regulations which may differ from generally accepted accounting principles.
- ------------------------------------------------------------
Note 2. Agreements
The Fund has a management agreement with Prudential Mutual Fund Management, Inc.
(``PMF''). Pursuant to this agreement, PMF has responsibility for all investment
advisory services and supervises the subadviser's performance of such services.
PMF has entered into a subadvisory agreement with The Prudential Investment
Corporation (``PIC''); PIC furnishes investment advisory services in connection
with the management of the Fund. PMF pays for the cost of the subadviser's
services, the compensation of officers of the Fund, occupancy and certain
clerical and bookkeeping costs of the Fund. The Fund bears all other costs and
expenses.
The management fee paid PMF is computed daily and payable monthly, at an annual
rate of .50 of 1% of the average daily net assets of the Series. Effective
January 1, 1995, PMF has agreed to waive a portion (.05 of 1% of the Series'
average daily net assets) of its management fee, which amounted to $84,187
($0.004 per share for Class A, B and C shares: .03% of average net assets). The
Series is not required to reimburse PMF for such waiver.
The Fund has distribution agreements with Prudential Mutual Fund Distributors,
Inc. (``PMFD''), which acts as the distributor of the Class A shares of the
Fund, and with Prudential Securities Incorporated (``PSI''), which acts as
distributor of the Class B and Class C shares of the Fund (collectively the
``Distributors''). The Fund compensates the Distributors for distributing and
servicing the Fund's Class A, Class B and Class C shares, pursuant to plans of
distribution, (the ``Class A, B and C Plans'') regardless of expenses actually
incurred by them. The distribution fees are accrued daily and payable monthly.
Pursuant to the Class A, B and C Plans, the Fund compensates the Distributors
for distribution-related activities at an annual rate of up to .30 of 1%, .50 of
1% and 1%, of the average daily net assets of the Class A, B and C shares,
respectively. Such expenses under the Plans were .10 of 1%, .50 of 1% and .75 of
1% of the average daily net assets of the Class A, B and C shares, respectively,
for the fiscal year ended August 31, 1995.
PMFD has advised the Series that it has received approximately $32,000 in
front-end sales charges resulting from sales of Class A shares during the fiscal
year ended August 31, 1995. From these fees, PMFD paid such sales charges to PSI
and Pruco Securities Corporation, affiliated broker-dealers, which in turn paid
commissions to salespersons and incurred other distribution costs.
PSI has advised the Series that for the fiscal year ended August 31, 1995, it
received approximately $427,000 and $600 in contingent deferred sales charges
imposed upon certain redemptions by Class B and Class C shareholders,
respectively.
PMFD is a wholly-owned subsidiary of PMF; PSI, PMF and PIC are indirect,
wholly-owned subsidiaries of The Prudential Insurance Company of America.
- ------------------------------------------------------------
Note 3. Other Transactions with Affiliates
Prudential Mutual Fund Services, Inc. (``PMFS''), a wholly-owned subsidiary of
PMF, serves as the Fund's transfer agent. During the fiscal year ended August
31, 1995, the Series incurred fees of approximately $129,000 for the services of
PMFS. As of August 31, 1995, approximately $11,000 of such fees were due to
PMFS. Transfer agent fees and expenses in the Statement of Operations includes
certain out-of-pocket expenses paid to non-affiliates.
- ------------------------------------------------------------
Note 4. Portfolio Securities
Purchases and sales of portfolio securities of the Series, excluding short-term
investments, for the year ended August 31, 1995 were $47,151,056 and
$59,872,361, respectively.
The cost basis of investments for federal income tax purposes was $237,963,978
and, accordingly, as of August 31, 1995 net unrealized appreciation of
investments for federal income tax purposes is $14,607,077 (gross unrealized
appreciation--$16,370,301; gross unrealized depreciation--$1,763,224).
At August 31, 1995 the Series sold 25 financial futures contracts on the
Municipal Bond Index expiring September 1995. The value at disposition of such
contracts was $2,803,906. The value of such contracts on August 31, 1995 was
$2,860,937 thereby resulting in an unrealized loss of $57,031.
For federal income tax purposes, the Series has a capital loss carryforward as
of August 31, 1995 of approximately $1,452,000 which expires in 2003.
Accordingly, no capital gains distribution is expected to be paid to
shareholders until net gains have been realized in excess of such carryforward.

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



                                      B-202


<PAGE>

                                               PRUDENTIAL MUNICIPAL SERIES FUND
Notes to Financial Statements                  PENNSYLVANIA SERIES
- --------------------------------------------------------------------------------
The Series will elect to treat net capital losses of approximately $231,500
incurred in the ten month period ended August 31, 1995 as being incurred in the
next fiscal year.
- ------------------------------------------------------------
Note 5. Capital
The Series offers both Class A, Class B and Class C shares. Class A shares are
sold with a front-end sales charge of up to 3%. Class B shares are sold with a
contingent deferred sales charge which declines from 5% to zero depending on the
period of time the shares are held. Class C shares are sold with a contingent
deferred sales charge of 1% during the first year. Class B shares will
automatically convert to Class A shares on a quarterly basis approximately seven
years after purchase.
The Fund has authorized an unlimited number of shares of beneficial interest of
each class at $.01 par value per share. Transactions in shares of beneficial
interest for the fiscal years ended August 31, 1995 and August 31, 1994 were as
follows:

<TABLE>
<CAPTION>

Class A                                 Shares         Amount
- -----------------------------------   ----------    ------------
<S>                                   <C>           <C>
Year ended August 31, 1995:
Shares sold........................      299,314    $  3,060,202
Shares issued in reinvestment of
  dividends........................       94,611         981,883
Shares reacquired..................     (429,242)     (4,432,346)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion................      (35,317)       (390,261)
Shares issued upon conversion from
  Class B..........................    3,820,038      39,180,753
                                      ----------    ------------
Net increase in shares
  outstanding......................    3,784,721    $ 38,790,492
                                      ----------    ------------
                                      ----------    ------------
Year ended August 31, 1994:
Shares sold........................      319,034    $  3,481,332
Shares issued in reinvestment of
  dividends and distributions......       36,716         396,391
Shares reacquired..................     (167,304)     (1,791,755)
                                      ----------    ------------
Net increase in shares
  outstanding......................      188,446    $  2,085,968
                                      ----------    ------------
                                      ----------    ------------
<CAPTION>
Class B                                 Shares         Amount
- -----------------------------------   ----------    ------------
<S>                                   <C>           <C>
Year ended August 31, 1995
Shares sold........................    1,556,154    $ 15,906,587
Shares issued in reinvestment of
  dividends........................      676,394       6,911,570
Shares reacquired..................   (3,929,313)    (39,845,757)
                                      ----------    ------------
Net decrease in shares outstanding
  before conversion................   (1,696,765)    (17,027,600)
Shares reacquired upon conversion
  into Class A.....................   (3,820,038)    (39,180,753)
                                      ----------    ------------
Net decrease in shares
  outstanding......................   (5,516,803)   $(56,208,353)
                                      ----------    ------------
                                      ----------    ------------
Year ended August 31, 1994:
Shares sold........................    3,979,725    $ 43,382,782
Shares issued in reinvestment of
  dividends and distributions......      879,774       9,506,821
Shares reacquired..................   (3,665,816)    (39,199,030)
                                      ----------    ------------
Net increase in shares
  outstanding......................    1,193,683    $ 13,690,573
                                      ----------    ------------
                                      ----------    ------------
<CAPTION>
Class C
- -----------------------------------
<S>                                   <C>           <C>
Year ended August 31, 1995:
Shares sold........................       28,444    $    293,253
Shares issued in reinvestment of
  dividends........................          926           9,534
Shares reacquired..................       (6,201)        (64,404)
                                      ----------    ------------
Net increase in shares
  outstanding......................       23,169    $    238,383
                                      ----------    ------------
                                      ----------    ------------
August 1, 1994(a) through
  August 31, 1994:
Shares sold........................        8,669    $     90,200
                                      ----------    ------------
                                      ----------    ------------
</TABLE>

- ---------------
(a) Commencement of offering of Class C shares.

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

                                      B-203


<PAGE>

                                               PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                           PENNSYLVANIA SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                      Class A
                                                ----------------------------------------------------
<S>                                             <C>         <C>         <C>        <C>        <C>
                                                               Year Ended August 31,
                                                ----------------------------------------------------
                                                 1995        1994        1993       1992       1991
                                                -------     -------     ------     ------     ------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year............  $ 10.42     $ 11.21     $10.55     $ 9.96     $ 9.60
                                                -------     -------     ------     ------     ------
Income from investment operations
Net investment income.........................      .60(a)      .59        .62        .62        .62(a)
Net realized and unrealized gain (loss) on
   investment transactions....................      .13        (.68)       .70        .59        .39
                                                -------     -------     ------     ------     ------
   Total from investment operations...........      .73        (.09)      1.32       1.21       1.01
                                                -------     -------     ------     ------     ------
Less distributions
Dividends from net investment income..........     (.60)       (.59)      (.62)      (.62)      (.62)
Distributions from net realized gains.........       --        (.11)      (.04)        --       (.03)
                                                -------     -------     ------     ------     ------
   Total distributions........................     (.60)       (.70)      (.66)      (.62)      (.65)
                                                -------     -------     ------     ------     ------
Net asset value, end of year..................  $ 10.55     $ 10.42     $11.21     $10.55     $ 9.96
                                                -------     -------     ------     ------     ------
                                                -------     -------     ------     ------     ------
TOTAL RETURN(b):..............................     7.35%       (.82)%    12.86%     12.44%     10.82%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000).................  $50,696     $10,651     $9,342     $5,908     $3,521
Average net assets (000)......................  $30,092     $10,315     $7,354     $4,439     $2,366
Ratios to average net assets:
   Expenses, including distribution fees......      .80%(a)     .75%       .78%       .81%       .83%(a)
   Expenses, excluding distribution fees......      .70%(a)     .65%       .68%       .71%       .74%(a)
   Net investment income......................     5.76%(a)    5.52%      5.69%      5.99%      6.32%(a)
Portfolio turnover rate.......................       19%         22%        13%        25%        62%
</TABLE>

- ---------------
 (a) Net of expense subsidy/management fee waiver.
 (b) Total return does not consider the effects of sales loads. Total return is
     calculated assuming a purchase of shares on the first day and a sale on
     the last day of each year reported and includes reinvestment dividends
     and distributions.

- --------------------------------------------------------------------------------
See Notes to Financial Statements.


                                      B-204

<PAGE>

                                               PRUDENTIAL MUNICIPAL SERIES FUND
Financial Highlights                           PENNSYLVANIA SERIES
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                                                  Class C
                                                                          Class B                                ----------
                                                ------------------------------------------------------------        Year
                                                                   Year Ended August 31,                           Ended
                                                ------------------------------------------------------------     August 31,
                                                  1995         1994         1993         1992         1991          1995
<S>                                             <C>          <C>          <C>          <C>          <C>          <C>
                                                --------     --------     --------     --------     --------     ----------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period..........  $  10.42     $  11.21     $  10.54     $   9.96     $   9.60       $10.42
                                                --------     --------     --------     --------     --------       ------
Income from investment operations
Net investment income.........................       .56(a)       .55          .57          .58          .58(a)       .53(a)
Net realized and unrealized gain (loss) on
   investment transactions....................       .13         (.68)         .71          .58          .39          .13
                                                --------     --------     --------     --------     --------        ------
   Total from investment operations...........       .69         (.13)        1.28         1.16          .97          .66
                                                --------     --------     --------     --------     --------        ------
Less distributions
Dividends from net investment income..........      (.56)        (.55)        (.57)        (.58)       (.58)         (.53)
Distributions from net realized gains.........        --         (.11)        (.04)          --        (.03)           --
                                                --------     --------     --------     --------     --------        -----
   Total distributions........................      (.56)        (.66)        (.61)        (.58)       (.61)         (.53)
                                                --------     --------     --------     --------     --------       ------
Net asset value, end of period................  $  10.55     $  10.42     $  11.21     $  10.54     $   9.96       $10.55
                                                --------     --------     --------     --------     --------       ------
                                                --------     --------     --------     --------     --------       ------
TOTAL RETURN(b):..............................      6.92%       (1.22)%      12.54%       11.92%       10.39%        6.65%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)...............  $202,633     $257,732     $263,752     $206,028     $170,162       $  336
Average net assets (000)......................  $223,082     $266,594     $229,955     $186,113     $146,591       $  223
Ratios to average net assets:
   Expenses, including distribution fees......      1.17%(a)     1.15%        1.18%        1.21%        1.23%(a)     1.44%(a)
   Expenses, excluding distribution fees......       .67%(a)      .65%         .68%         .71%         .74%(a)      .69%(a)
   Net investment income......................      5.44%(a)     5.11%        5.29%        5.59%        5.94%(a)     5.14%(a)
Portfolio turnover rate.......................        19%          22%          13%          25%          62%          19%
<CAPTION>

                                                August 1,
                                                 Through
                                                August 31,
                                                   1994
<S>                                             <C>
                                                ----------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period..........    $10.44
                                                   -----

Income from investment operations
Net investment income.........................       .04
Net realized and unrealized gain (loss) on
   investment transactions....................      (.02)
                                                   -----

   Total from investment operations...........       .02
                                                   -----

Less distributions
Dividends from net investment income..........      (.04)
Distributions from net realized gains.........        --
                                                   -----
   Total distributions........................      (.04)
                                                   -----
Net asset value, end of period................    $10.42
                                                   -----
                                                   -----

TOTAL RETURN(b):..............................       .14%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)...............    $   90
Average net assets (000)......................    $    1
Ratios to average net assets:
   Expenses, including distribution fees......      2.00%(c)
   Expenses, excluding distribution fees......      1.25%(c)
   Net investment income......................      8.51%(c)
Portfolio turnover rate.......................        22%
</TABLE>

- ---------------
 (a) Net of expense subsidy/management fee waiver.
 (b) Total return does not consider the effects of sales loads. Total return is
     calculated assuming a purchase of shares on the first day and a sale on
     the last day of each year reported and includes reinvestment dividends
     and distributions. Total returns for periods of less than a full year are
     not annualized.
 (c) Annualized.
 (d) Commencement of offering of Class C shares.

- --------------------------------------------------------------------------------
                                           See Notes to Financial Statements.


                                      B-205


<PAGE>

                                               PRUDENTIAL MUNICIPAL SERIES FUND
Independent Auditors' Report                   PENNSYLVANIA SERIES
- --------------------------------------------------------------------------------
The Shareholders and Board of Trustees
Prudential Municipal Series Fund, Pennsylvania Series
We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Prudential Municipal Series Fund, Pennsylvania
Series, as of August 31, 1995, the related statements of operations for the year
then ended and of changes in net assets for each of the two years in the period
then ended, and the financial highlights for each of the five years in the
period then ended. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights 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 and financial
highlights 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 the securities owned as of
August 31, 1995 by correspondence with the custodian and brokers; where replies
were not received from brokers, we performed other auditing procedures. 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 and financial highlights present
fairly, in all material respects, the financial position of Prudential Municipal
Series Fund, Pennsylvania Series, as of August 31, 1995, the results of its
operations, the changes in its net assets, and its financial highlights for the
respective stated periods in conformity with generally accepted accounting
principles.

DELOITTE & TOUCHE LLP
New York, New York
October 16, 1995


                                      B-206


<PAGE>
APPENDIX I--GENERAL INVESTMENT INFORMATION

    The following terms are used in mutual fund investing.

ASSET ALLOCATION

    Asset  allocation is a technique for reducing risk, providing balance. Asset
allocation among  different types  of securities  within an  overall  investment
portfolio  helps to reduce risk and to potentially provide stable returns, while
enabling investors to work toward  their financial goal(s). Asset allocation  is
also  a  stratgegy to  gain exposure  to better  performing asset  classes while
maintaining investment in other asset classes.

DIVERSIFICATION

    Diversification is  a time-honored  technique for  reducing risk,  providing
"balance" to an overall portfolio and potentially achieving more stable returns.
Owning a portfolio of securities mitigates the individual risks (and returns) of
any  one  security.  Additionally,  diversification  among  types  of securities
reduces the risks (and general returns) of any one type of security.

DURATION

    Debt securities have  varying levels  of sensitivity to  interest rates.  As
interest  rates  fluctuate, the  value  of a  bond  (or a  bond  portfolio) will
increase or decrease. Longer term bonds are generally more sensitive to  changes
in  interest  rates.  When  interest rates  fall,  bond  prices  generally rise.
Conversely, when interest rates rise, bond prices generally fall.

    Duration is an approximation of the price  sensitivity of a bond (or a  bond
portfolio)  to interest rate changes. It  measures the weighted average maturity
of a bond's  (or a bond  portfolio's) cash flows,  I.E., principal and  interest
rate  payments. Duration is expressed as a  measure of time in years--the longer
the duration of a bond (or a bond portfolio), the greater the impact of interest
rate changes on  the bond's (or  the bond portfolio's)  price. Duration  differs
from  effective maturity  in that duration  takes into  account call provisions,
coupon rates and other  factors. Duration measures interest  rate risk only  and
not  other  risks, such  as  credit risk  and, in  the  case of  non-U.S. dollar
denominated securities,  currency risk.  Effective maturity  measures the  final
maturity dates of a bond (or a bond portfolio).

MARKET TIMING

    Market  timing--buying securities when prices are  low and selling them when
prices are relatively  higher--may not  work for  many investors  because it  is
impossible to predict with certainty how the price of a security will fluctuate.
However,  owning a security for a long  period of time may help investors offset
short-term price volatility and realize positive returns.

POWER OF COMPOUNDING

    Over time, the  compounding of returns  can significantly impact  investment
returns.  Compounding  is  the  effect  of  continuous  investment  on long-term
investment results, by which  the proceeds of  capital appreciation (and  income
distributions, if elected) are reinvested to contribute to the overall growth of
assets. The long-term investment results of compounding may be greater than that
of   an  equivalent  initial  investment  in   which  the  proceeds  of  capital
appreciation and income distributions are taken in cash.

                                      I-1
<PAGE>
APPENDIX II--HISTORICAL PERFORMANCE DATA

    The historical performance data  contained in this  Appendix relies on  data
obtained  from statistical services, reports and  other services believed by the
Manager to be reliable. The information  has not been independently verified  by
the Manager.

    This  chart show the long-term performance  of various asset classes and the
rate of inflation.

Source: Stocks, Bonds, Bills, and Inflation 1995 Yearbook, Ibbotson  Associates,
Chicago  (annually updates  work by Roger  G. Ibbotson and  Rex A. Sinquefield).
Used with  permission.  All rights  reserved.  This chart  is  for  illustrative
purposes  only and is not indicative of the past, present, or future performance
of any asset class or any Prudential Mutual Fund.

Generally, stock  returns  are  attributable to  capital  appreciation  and  the
reinvestment  of  distributions. Bond  returns  are attributable  mainly  to the
reinvestment of distributions. Also, stock prices are usually more volatile than
bond prices over the long-term.

Small stock  returns  for 1926-1989  are  those  of stocks  comprising  the  5th
quintile  of the New York  Stock Exchange. Thereafter, returns  are those of the
Dimensional Fund Advisors  (DFA) Small  Company Fund. Common  stock returns  are
based  on the  S&P Composite  Index, a  market-weighted, unmanaged  index of 500
stocks (currently) in  a variety  of industries.  It is  often used  as a  broad
measure of stock market performance.

Long-term  government bond returns are represented  by a portfolio that contains
only one bond with a maturity of roughly 20 years. At the beginning of each year
a new  bond with  a then-current  coupon replaces  the old  bond. Treasury  bill
returns are for a one-month bill. Treasuries are guaranteed by the government as
to  the timely payment of principal and interest; equities are not. Inflation is
measured by the consumer price index (CPI).

IMPACT OF INFLATION. The "real" rate of investment return is that which  exceeds
the  rate of inflation, the percentage change in the value of consumer goods and
the general cost of living. A common  goal of long-term investors is to  outpace
the erosive impact of inflation on investment returns.

                                      II-1
<PAGE>
    Set  forth below is historical performance  data relating to various sectors
of the fixed-income  securities markets.  The chart shows  the historical  total
returns  of U.S. Treasury bonds, U.S. mortgage securities, U.S. corporate bonds,
U.S. high yield bonds and world government bonds on an annual basis from 1987 to
May 1995. The total  returns of the indices  include accrued interest, plus  the
price  changes (gains or losses) of  the underlying securities during the period
mentioned. The  data is  provided  to illustrate  the varying  historical  total
returns and investors should not consider this performance data as an indication
of  the  future performance  of the  Fund or  of  any sector  in which  the Fund
invests.

    All information relies on data  obtained from statistical services,  reports
and  other services believed by the Manager to be reliable. Such information has
not been verified. The figures do not reflect the operating expenses and fees of
a mutual fund. See  "Fund Expenses" in  each Prospectus. The  net effect of  the
deduction  of the operating expenses of a  mutual fund on these historical total
returns, including the compounded effect over time, could be substantial.

           HISTORICAL TOTAL RETURNS OF DIFFERENT BOND MARKET SECTORS

(1)
  LEHMAN BROTHERS TREASURY BOND INDEX is an unmanaged index made up of over  150
  public issues of the U.S. Treasury having maturities of at least one year.

(2)
  LEHMAN  BROTHERS MORTGAGE-BACKED SECURITIES  INDEX is an  unmanaged index that
  includes over 600 15- and 30-year fixed-rate mortgage-backed securities of the
  Government National  Mortgage Association  (GNMA), Federal  National  Mortgage
  Association (FNMA), and the Federal Home Loan Mortgage Corporation (FHLMC).

(3)
  LEHMAN  BROTHERS CORPORATE BOND  INDEX includes over  3,000 public fixed-rate,
  nonconvertible investment-grade bonds. All  bonds are U.S.  dollar-denominated
  issues and include debt issued or guaranteed by foreign sovereign governments,
  municipalities,  governmental agencies or international agencies. All bonds in
  the index have maturities of at least one year.

(4)
  LEHMAN BROTHERS HIGH YIELD  BOND INDEX is an  unmanaged index comprising  over
  750  public, fixed-rate, nonconvertible  bonds that are rated  Ba1 or lower by
  Moody's Investors Service (or rated BB+ or lower by Standard & Poor's or Fitch
  Investors Service). All  bonds in the  index have maturities  of at least  one
  year.

(5)
  SALOMON  BROTHERS WORLD  GOVERNMENT INDEX (NON  U.S.) includes  over 800 bonds
  issued by  various foreign  governments or  agencies, excluding  those in  the
  U.S.,   but  including  Japan,  Germany,  France,  the  U.K.,  Canada,  Italy,
  Australia, Belgium, Denmark, the Netherlands, Spain, Sweden, and Austria.  All
  bonds in the index have maturities of at least one year.

                                      II-2
<PAGE>
    This  chart below shows the historical  volatility of general interest rates
as measured by the long U.S. Treasury Bond.

              LONG U.S. TREASURY BOND YIELD IN PERCENT (1926-1994)

- ------------------------
Source: Stocks, Bonds, Bills, and Inflation 1995 Yearbook, Ibbotson  Associates,
Chicago  (annually updates  work by Roger  G. Ibbotson and  Rex A. Sinquefield).
Used with permission. All rights reserved. The chart illustrates the  historical
yield of a long-term U.S. Treasury Bond from 1926-1994. Yield represents that of
an   annually  renewed   one-bond  portfolio   with  a   remaining  maturity  of
approximately 20 years. This chart is  for illustrative purposes and should  not
be construed to represent the yields of any Prudential Mutual Fund.

                                      II-3


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