<PAGE>
Prudential Equity Income Fund
Supplement dated June 1, 1995 to
Prospectus dated December 30, 1994
Management of the Fund
The Trustees have approved an amendment to the Management Agreement with
Prudential Mutual Fund Management, Inc. (the Manager) which reduces the fee
payable thereunder to the Manager on assets in excess of $1 billion, effective
June 1, 1995.
As reduced, the management fee is as follows: .60 of 1% of the Fund's
average daily net assets up to $500 million, .50 of 1% of average daily net
assets between $500 million and $1 billion, .475 of 1% of average daily net
assets between $1 billion and $1.5 billion and .45 of 1% of average daily net
assets in excess of $1.5 billion. Annual Fund Operating Expenses are set forth
under ``Fund Expenses'' in the Prospectus.
MF131C-1 (6/1/95)
<PAGE>