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Prudential Equity Income Fund
Supplement dated November 14, 1996 to
Prospectus dated January 2, 1996
The following information supplements ``How the Fund Invests--Investment
Objective and Policies'' in the Prospectus:
At a shareholder meeting held on October 30, 1996, shareholders agreed to
modify the Fund's existing fundamental restriction regarding the purchase of
shares of investment companies so that the Fund may invest up to 10% of its
total assets in the shares of other investment companies. To the extent that the
Fund does invest in securities of other investment companies, shareholders of
the Fund may be subject to duplicate management and advisory fees.
In addition, the Trustees approved a clarification that, as part of the
Fund's ability to invest in common stock and convertible securities, the Fund
has the ability to invest in other equity--related securities such as warrants
and preferred stocks and bonds which have either attached warrants or a
conversion privilege into common stocks.
The following information supplements ``How the Fund Invests--Hedging and
Return Enhancement Strategies--Options Transactions'' and ``How the Fund
Invests--Other Investments and Policies--When-Issued and Delayed Delivery
Securities'' and "--Short Sales Against-the-Box."
In circumstances where the Fund's custodian maintains a segregated account
of the Fund for options transactions or the purchase of when-issued and delayed
delivery securities or for short sales against-the-box, the funds to be
maintained in a segregated account include cash, U.S. Government securities,
equity securities or other liquid, unencumbered assets, marked-to-market daily,
having a value equal to or greater than the Fund's committments.
MF133C-3 (11/14/96)
