PRUDENTIAL VARIABLE CONTRACT ACCOUNT 2
N-30D, 1996-03-06
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<PAGE>


           THE PRUDENTIAL INSURANCE COMPANY OF AMERICA


                    LONG TERM GROWTH ACCOUNT

                      COMMITTED TO PROVIDING
                      SUPERIOR INVESTMENT,
                      ADMINISTRATIVE AND
                      RECORDKEEPING SERVICES
                      TO INSTITUTIONAL CLIENTS



                      Prudential Defined Contribution Services
                      30 Scranton Office Park
                      Moosic, PA 18507-1789
                      (1) 800-458-6333

             DECEMBER 31, 1995 REPORT TO PARTICIPANTS


<PAGE>
                                     VCA-2

                             INVESTMENT ENVIRONMENT

In  the fourth quarter  the S&P 500  continued its upward  surge returning 6.0%.
This brought the S&P  500's full year  return to 37.6%,  its best calendar  year
showing  since  1958. For  the  fourth quarter,  as well  as  for the  year, the
market's outstanding performance  was attributable to  generally good  corporate
earnings,  subdued  inflation,  falling  interest  rates  and  favorably  viewed
corporate restructurings.

The Technology sector, which had been  the best performing sector for the  first
nine months, "cooled-off" during the fourth quarter and was the worst performing
sector,  down 2.8%.  Disappointing earnings reports  from a  number of companies
contributed  to   this  underperformance,   as  did   some  signs   of   pricing
deterioration.  The Consumer Cyclical sector was  the second worst performer for
the fourth quarter  (-0.04%) and by  far the  worst performer for  the year,  up
"only"  13.3%. Retail  was the worst  performing industry within  the sector for
both periods,  as it  has  been hurt  by  a glut  of  stores and  a  retrenching
consumer.

The  Energy sector  was the  best performing sector  for the  fourth quarter, up
11.6%. The Integrated Producers  industry, which comprises  most of the  sector,
appeared  to be  playing "catch-up"  with the rest  of the  market. In addition,
colder weather and low  natural gas inventories  also contributed. The  Consumer
Growth  & Stable sector was the second best performer for the fourth quarter, as
many growth  stock investors  appeared  to be  redeploying cash  generated  from
selling within the Technology sector.

                             INVESTMENT PERFORMANCE

                              STOCK MARKET RETURNS

                          (with dividends reinvested)

<TABLE>
<CAPTION>
                                     PERIODS ENDING DECEMBER
                                            31, 1995
                                     SIX MONTHS    ONE YEAR
<S>                                  <C>           <C>
S&P 500                                  14.45%      37.58%
Returns By Economic Sector:
  Technology                              2.64%      42.74%
  Energy                                 14.13%      30.86%
  Industrial                              9.95%      30.19%
  Utility                                22.55%      38.87%
  Finance                                21.05%      53.45%
  Consumer Cyclical                       1.31%      13.32%
  Consumer Growth & Stable               19.61%      42.92%
</TABLE>

The  VCA-2 Account was up  28.4% for full-year 1995  underperforming the S&P 500
index by 9.2%. The  Account's relative performance  was hurt by  underweightings
and poor selection in the Consumer Growth and Technology sectors which were both
up  over  42  percent.  The  Account also  had  an  overweighting  in Industrial
companies which  did poorly  late in  the  year when  the economy  slowed.  Poor
selection  in Energy, where  the Account's concentration  on smaller exploration
and production companies was the wrong strategy, also hurt performance. In  this
sector,  larger integrated  companies performed better  on a  relative basis. In
addition, the Account  had approximately  a 1/3 weighting  in smaller  companies
which  underperformed large cap companies.  The only significant positive effect
was the  Account's substantial  overweighting in  Finance, the  best  performing
sector.

                                       1
<PAGE>
                              INVESTMENT ACTIVITY

During the year the Account's Consumer Cyclical exposure was reduced as a result
of  sales in the automotive area where the fundamentals were slowing, and in the
housing industry where profits  were taken in  several suppliers. The  Account's
Consumer  Growth sector weightings were also  reduced as selected drug, hospital
supply and computer service companies moved up and their valuations became  less
compelling.  Absorbing most  of these  cash proceeds  on the  purchase side were
niche industrial  companies  in  the chemical  area  where  restructurings  made
attractive  buy  candidates,  in  industrial  companies  with  exposure  to  the
commercial aerospace  cycle and  in certain  capital equipment  makers who  will
benefit in the late stages of this economic cycle.

                               INVESTMENT OUTLOOK

After  the market's  37.6% gain  in 1995 it  would not  be surprising  to see it
languish this year.  A substantial decline  is not expected  and the same  holds
true  for another large gain, but a  modest positive return is possible. This is
based on forecasts that the economy will grow, albeit moderately, and  inflation
will  remain  under control.  Within this  environment corporate  profits should
continue to grow, but at a slower  rate, as the slow economy may hurt  earnings.
Continuing  initiatives by companies  to trim expenses is  a positive offset. If
inflation stays in  check, interest  rates in an  election year  should stay  at
relatively  low levels enhancing the case for moderate equity gains. Within this
scenario financial stocks, especially the laggard insurance companies, should do
well,  as  should  companies  with  high  earnings  visibility,  although  their
valuations  seem high.  In addition to  financials, the Account  continues to be
overweighted in  a  select  group  of industrial  companies,  primarily  in  the
Manufacturing  and  Capital  Equipment  sector. A  slow  growth  environment and
reasonable valuations, because of underperformance  in the latter part of  1995,
should help the performance of this sector.

                                     VCA-2
                             AVERAGE ANNUAL RETURNS
                      for Periods ended December 31, 1995

<TABLE>
<CAPTION>
                                                   FIVE
                                     ONE YEAR      YEARS     TEN YEARS
Unit Value1                            28.44%      19.09%      15.43%
<S>                                  <C>         <C>         <C>
With Max. Sales Charge2                25.23%      18.50%      15.14%
Standard & Poor's 5003                 37.58%      16.58%      14.79%
Lipper Growth Average4                 31.78%      16.52%      13.52%
</TABLE>

These  returns  represent past  performance.  Past performance  cannot guarantee
comparable future results. Investment return and principal value will  fluctuate
so  that units, upon redemption,  may be worth more  or less than their original
cost.

1Unit Value performance is  calculated based on the  change in the  accumulation
unit  value and does not take into account  the payment of a sales charge at the
time of purchase.

2With Maximum Sales Charge  performance is based on  the change in  accumulation
unit  values and reflects the  maximum sales charge of  2.5% at time of purchase
and the impact of any account fees.

3Standard & Poor's 500 Index (S&P 500) is a capital weighted index, representing
the aggregate market value of the common  equity of 500 stocks primarily on  the
New  York  Stock  Exchange. The  S&P  500  is an  unmanaged  index  and includes
reinvestment of dividends, but does not reflect payment of transaction costs and
expenses associated with an investment in VCA-2.

4Lipper average is an average of the total return performance (calculated  based
on  net asset value)  of mutual funds  with similar objectives  as calculated by
Lipper Analytical Services, an independent mutual fund ranking service.

                                       2
<PAGE>
                              INVESTMENT OBJECTIVE

VCA-2 will invest  primarily in  common stocks  selected with  the objective  of
long-term  growth,  taking into  account both  income and  capital appreciation.
Investments will  be made  according  to the  standards  of a  prudent  investor
concerned primarily with the preservation of capital and the long-term prospects
for  its growth in relation  to both the growth of  the economy and the changing
value of the dollar. There is  no assurance that this investment objective  will
be  attained. There is  no guarantee that  the amount available  to a person for
whom purchase payments have  been made will equal  or exceed the total  purchase
payments  made on  that person's  behalf. The value  of the  investments held in
VCA-2 fluctuates  daily  and  is  subject to  the  risks  of  changing  economic
conditions  and risks inherent in the selection of investments necessary to meet
the Account's objective.

This report is for  the information of persons  participating in The  Prudential
Variable  Contract Account-2 (VCA-2, Long Term  Growth Account, or the Account).
It is not authorized for  distribution to prospective investors unless  preceded
or  accompanied  by  a  current  prospectus  for  VCA-2.  Prudential  Retirement
Services, Inc., Distributor, is an affiliate of Prudential Defined  Contribution
Services and The Prudential Insurance Company of America.

                                       3
<PAGE>
                   CONDENSED FINANCIAL INFORMATION FOR VCA-2

              NET INCOME AND CAPITAL CHANGES PER ACCUMULATION UNIT
           (For an Accumulation Unit outstanding throughout the year)

            (Covered by the Independent Auditors' Report on Page 6)

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31                                                 1995       1994       1993       1992       1991
- ------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>        <C>        <C>        <C>        <C>
INVESTMENT INCOME...................................................  $   .2000  $   .1896  $   .2823  $   .1635  $  .1629
- ------------------------------------------------------------------------------------------------------------
EXPENSES
  For investment management fee.....................................      .0170      .0151      .0138      .0111     .0094
  For assuming mortality and expense risks..........................      .0511      .0453      .0412      .0335     .0285
- ------------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME...............................................      .1319      .1292      .2273      .1189     .1250
- ------------------------------------------------------------------------------------------------------------
CAPITAL CHANGES
  Net realized gain on investments..................................     1.5228     1.0028     1.1147     1.2862     .6231
  Net unrealized appreciation/(depreciation) of investments.........     1.7558    (1.2955)     .9803     (.2121)   1.4671
- ------------------------------------------------------------------------------------------------------------
NET INCREASE/(DECREASE) IN ACCUMULATION UNIT VALUE..................     3.4105     (.1635)    2.3223     1.1930    2.2152
- ------------------------------------------------------------------------------------------------------------
ACCUMULATION UNIT VALUE
  Beginning of year.................................................    11.9932    12.1567     9.8344     8.6414    6.4262
  End of year.......................................................  $ 15.4037  $ 11.9932  $ 12.1567  $  9.8344  $ 8.6414
- ------------------------------------------------------------------------------------------------------------
SUM OF AVERAGE RATIOS for the year of (a) charge for investment
  management fee to net assets*, and (b) charge for assuming
  mortality and expense risks to net assets*........................      .4959%     .4991%     .4984%     .4975%    .4970 %
- ------------------------------------------------------------------------------------------------------------
AVERAGE RATIO for the year of net investment income to net assets...      .9602%    1.0664%     2.056%    1.3253%   1.6372 %
- ------------------------------------------------------------------------------------------------------------
PORTFOLIO TURNOVER RATE.............................................      42.21%     36.85%     46.91%     73.24%    78.94 %
- ------------------------------------------------------------------------------------------------------------
NUMBER OF ACCUMULATION UNITS OUTSTANDING
  for Participants at end of year (000 omitted).....................     31,600     32,624     32,968     33,147    34,228
- ------------------------------------------------------------------------------------------------------------
</TABLE>

*These calculations exclude The Prudential's equity in VCA-2.

 The  above table does not reflect  the annual administration charge, which does
 not affect  the  Accumulation Unit  Value.  This  charge is  made  by  reducing
 Participants'  Accumulation Accounts by a number of Accumulation Units equal in
 value to the charge.

 While both income and capital changes are shown above, the distinction  between
 these   sources  of  change  in  VCA-2   is  not  particularly  significant  to
 Participants.  There  is  no  distinction  between  income  and  realized   and
 unrealized  gains and  losses on investments  in determining the  amount of the
 Participant's benefits and the taxes payable by the Participant on them.

                                       4
<PAGE>
                              REPORT OF MANAGEMENT

The accompanying financial statements and  all information in the annual  report
are  the responsibility  of management  of The  Prudential Insurance  Company of
America (The  Prudential).  These financial  statements  have been  prepared  in
accordance  with  generally  accepted  accounting  principles,  and  necessarily
include amounts based on best estimates and judgments. Information presented  in
one section of the annual report is consistent with information dealing with the
same  or substantially similar subject matter  presented elsewhere in the annual
report.

The system of internal controls  for VCA-2 is an integral  part of that for  The
Prudential.  This system is designed to provide reasonable assurance that assets
are safeguarded  and that  transactions are  properly recorded  and executed  in
accordance  with proper  authorization. The  concept of  reasonable assurance is
based on the premise that  the cost of internal  controls should not exceed  the
benefits  derived. In addition, The Prudential maintains a professional staff of
internal auditors who monitor VCA-2's control structure through periodic reviews
and tests  of  the  control  aspects  of  accounting,  financial  and  operating
activities.  The internal  auditors coordinate  their program  with that  of the
independent certified public accountants.

The financial statements have been audited  by Deloitte & Touche LLP,  Certified
Public  Accountants.  The Independent  Auditors' Report,  which appears  in this
annual report, expresses an independent professional opinion on the fairness  of
presentation,  in all  material respects, of  management's financial statements.
The auditors review VCA-2's  financial and accounting  controls and perform  the
audit  to obtain reasonable assurance about whether the financial statements are
free from material misstatement.

The Prudential's Board  of Directors,  through its Auditing  Committee, and  the
VCA-2  Committee monitor  management's fulfillment  of its  responsibilities for
accurate  accounting,  statement  preparation  and  protection  of  assets.  The
Auditing  Committee  is  composed  solely of  outside  directors  and  the VCA-2
Committee has  a majority  of outside  members. Both  The Prudential's  Auditing
Committee  and  the  outside  members  of  the  VCA-2  Committee  meet  with the
independent certified  public  accountants,  management  and  internal  auditors
periodically   to   evaluate  each   party's   execution  of   their  respective
responsibilities. Each has free  and separate access to  the Auditing and  VCA-2
Committees  to  discuss accounting,  financial  reporting, internal  control and
auditing matters.

Mark R. Fetting
Chairman
VCA-2 Committee

Mark B. Grier
Chief Financial Officer
The Prudential Insurance Company of America

                                       5
<PAGE>
                          INDEPENDENT AUDITORS' REPORT

TO THE  COMMITTEE  OF  AND  PERSONS PARTICIPATING  IN  THE  PRUDENTIAL  VARIABLE
CONTRACT ACCOUNT-2:

We  have  audited the  accompanying statement  of net  assets of  The Prudential
Variable Contract Account-2 of The Prudential Insurance Company of America as of
December 31, 1995, the related statement of operations for the year then  ended,
the  statements of changes in net assets for each of the two years in the period
then ended, and the condensed financial  information for each of the five  years
in  the period  then ended. These  financial statements  and condensed financial
information  are   the  responsibility   of   the  Account's   management.   Our
responsibility  is  to  express an  opinion  on these  financial  statements and
condensed financial information 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  condensed
financial  information  are free  of  material misstatement.  An  audit includes
examining, on a test basis, evidence  supporting the amounts and disclosures  in
the  financial statements.  Our procedures  included confirmation  of securities
owned as  of  December 31,  1995,  by  correspondence with  the  custodians  and
brokers.  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 condensed financial  information
present  fairly,  in  all  material  respects,  the  financial  position  of The
Prudential Variable Contract Account-2 as of  December 31, 1995, the results  of
its  operations,  the changes  in  its net  assets  and the  condensed financial
information for  the  respective stated  periods  in conformity  with  generally
accepted accounting principles.

Deloitte & Touche LLP
Parsippany, New Jersey
February 15, 1996

                                       6
<PAGE>
                         FINANCIAL STATEMENTS OF VCA-2

                   STATEMENT OF NET ASSETS DECEMBER 31, 1995
<TABLE>
<CAPTION>
COMMON STOCK
INVESTMENTS [NOTE 2]                            SHARES  MARKET VALUE
- --------------------------------------------------------------------
<S>                                       <C>           <C>
AEROSPACE/DEFENSE (2.9%)
Gen Corp.                                     218,500   $  2,676,625
General Motors Corp. (Class 'H' Stock)        107,700      5,290,762
Litton Industries, Inc.+                      126,800      5,642,600
UNC, Inc.+                                    193,600      1,161,600
                                                        ------------
                                                          14,771,587
- ---------------------------------------------------
AUTOS & TRUCKS (1.0%)
A.O. Smith Corp.                              240,000      4,980,000
- ---------------------------------------------------
CHEMICALS (6.7%)
Cytec Industries, Inc.+                       125,500      7,828,062
E.I. Dupont De Nemours & Co.                   86,200      6,023,225
Imperial Chemical Industries (ADRs)           100,000      4,675,000
Mississippi Chemical Corp.                    141,700      3,294,525
Olin Corp.                                     80,600      5,984,550
Uniroyal Chemical Corp.+                      446,600      3,684,450
W.R. Grace & Co.                               49,800      2,944,425
                                                        ------------
                                                          34,434,237
- ---------------------------------------------------
COMMUNICATIONS EQUIPMENT (0.4%)
Oak Industries, Inc.+                         117,800      2,194,025
- ---------------------------------------------------
COMPUTER HARDWARE (0.1%)
Insilco Corp.+                                 22,300        710,812
- ---------------------------------------------------
CONSUMER SERVICES (0.6%)
ADT, Ltd.+                                    204,300      3,064,500
- ---------------------------------------------------
CONTAINERS & PACKAGING (1.3%)
Owens Illinois, Inc.+                         171,900      2,492,550
U.S. Can Corp.+                               304,800      4,114,800
                                                        ------------
                                                           6,607,350
- ---------------------------------------------------
COSMETICS & SOAPS (0.3%)
Bush Boake Allen, Inc.+                        67,300      1,842,337
- ---------------------------------------------------
DIVERSIFIED CONSUMER PRODUCTS (2.4%)
Pittston Services Group                       141,500      4,439,563
Whitman Corp.                                 350,000      8,137,500
                                                        ------------
                                                          12,577,063
- ---------------------------------------------------
DRUGS & MEDICAL SUPPLIES (4.0%)
Gelman Sciences, Inc.+                        268,900      6,789,725
Guidant Corp.                                  33,400      1,411,150
Schering Plough Corp.                          77,300      4,232,175
Warner Lambert Co.                             37,300      3,622,763
Zeneca Group PLC (ADRs)                        75,000      4,378,125
                                                        ------------
                                                          20,433,938
- ---------------------------------------------------

<CAPTION>
COMMON STOCK
INVESTMENTS [NOTE 2]                            SHARES  MARKET VALUE
- --------------------------------------------------------------------
<S>                                       <C>           <C>

ELECTRICAL EQUIPMENT (2.5%)
Belden, Inc.                                  180,900   $  4,658,175
Cable Design Technologies+                     90,000      3,960,000
Littelfuse, Inc.+                             112,400      4,130,700
                                                        ------------
                                                          12,748,875
- ---------------------------------------------------
ELECTRONICS (4.1%)
Anixter International+                        263,200      4,902,100
Marshall Industries+                          166,900      5,361,663
Methode Electronics, Inc.                     545,000      7,766,250
Pioneer Standard Electronics                  241,000      3,193,250
                                                        ------------
                                                          21,223,263
- ---------------------------------------------------
ENGINEERING & CONSTRUCTION (0.8%)
Giant Cement Holding, Inc.+                   367,400      4,225,100
- ---------------------------------------------------
EXPLORATION & PRODUCTION (3.9%)
Basin Exploration, Inc.+                       71,300        352,044
Cabot Oil & Gas Corp.                         225,600      3,299,400
Enron Oil & Gas                               149,100      3,578,400
Oryx Energy Co.+                              300,000      4,012,500
Parker & Parsley Petroleum Co.                150,000      3,300,000
Santa Fe Energy Resources+                    181,100      1,743,088
Seagull Energy+                               121,800      2,710,050
Vintage Petroleum, Inc.                        55,100      1,239,750
                                                        ------------
                                                          20,235,232
- ---------------------------------------------------
FINANCIAL SERVICES (4.3%)
Allmerica Financial Corp.+                     11,300        305,100
American Express Co.                          115,000      4,758,125
Dean Witter Discover & Co.                    150,000      7,050,000
Financial Security Assurance Holdings          85,000      2,114,375
Finova Group, Inc.                             99,800      4,815,350
Travelers Group, Inc.                          47,200      2,955,900
                                                        ------------
                                                          21,998,850
- ---------------------------------------------------
FOOD/DRUG RETAIL (0.5%)
Eckerd Corp.+                                  53,700      2,396,362
- ---------------------------------------------------
HOSPITAL MANAGEMENT (3.1%)
Community Health Systems+                     169,600      6,042,000
Tenet Healthcare+                             480,000      9,900,000
                                                        ------------
                                                          15,942,000
- ---------------------------------------------------
</TABLE>

                                       7
<PAGE>
                         FINANCIAL STATEMENTS OF VCA-2

                   STATEMENT OF NET ASSETS DECEMBER 31, 1995
<TABLE>
<CAPTION>
COMMON STOCK
INVESTMENTS [NOTE 2]                            SHARES  MARKET VALUE
- --------------------------------------------------------------------
<S>                                       <C>           <C>
HOUSING RELATED (2.8%)
Interco, Inc.+                                450,000   $  4,050,000
Mueller Industries, Inc.+                     144,000      4,212,000
Owens Corning Fiberglass Corp.+               135,300      6,071,588
                                                        ------------
                                                          14,333,588
- ---------------------------------------------------
INSURANCE (9.0%)
Equitable of Iowa Companies                   240,000      7,710,000
NAC Re Corp.                                  120,000      4,320,000
National Re Corp.                             103,000      3,914,000
Reinsurance Group of America                  240,000      8,790,000
TIG Holdings, Inc.                            150,000      4,275,000
Trenwick Group, Inc.                           60,000      3,375,000
Unionamerica Holdings PLC+                    157,100      2,670,700
Western National Corp.                        336,800      5,430,900
W.R. Berkley Corp.                            108,900      5,853,375
                                                        ------------
                                                          46,338,975
- ---------------------------------------------------
INTEGRATED PRODUCERS (0.8%)
Occidental Petroleum Corp.                    188,200      4,022,775
- ---------------------------------------------------
MACHINERY (7.3%)
Applied Power Co. (Class 'A' Stock)           264,000      7,920,000
Bearings, Inc. Delaware                        53,850      1,575,112
Donaldson, Inc.                               220,000      5,527,500
Global Industrial Technologies+               343,400      6,481,675
Greenfields Industries, Inc.                  190,400      5,950,000
Idex Corp.                                    130,000      5,297,500
Regal Beloit Corp.                            218,600      4,754,550
                                                        ------------
                                                          37,506,337
- ---------------------------------------------------
<CAPTION>
COMMON STOCK
INVESTMENTS [NOTE 2]                            SHARES  MARKET VALUE
- --------------------------------------------------------------------
<S>                                       <C>           <C>
MEDIA (9.5%)
Central Newspapers (Class 'A' Stock)           65,300   $  2,048,787
Century Communication (Class 'A' Stock)+      300,000      2,400,000
Comcast Corp. (Class 'A' Stock)               180,000      3,172,500
Comcast Corp. Special (Class 'A' Stock)        90,000      1,636,875
Cox Communication (Class 'A' Stock)+          173,687      3,386,896
E.W. Scripps Co. (Class 'A' Stock)            100,000      3,937,500
Harcourt General, Inc.                         62,000      2,596,250
Hollinger International (Class 'A'
  Stock)                                      218,300      2,292,150
Lee Enterprises                               220,000      5,060,000
Pulitzer Publishing Co.                        50,000      2,387,500
TCA Cable TV, Inc.                             50,000      1,381,250
Tele-Communications, Inc. TCI Group
  (Series A)+                                 240,000      4,770,000
Tele-Communications, Inc. Liberty Media
  Group (Series A)+                            60,000      1,612,500
Time Warner, Inc.                             206,900      7,836,338
Times Mirror Co. (Class A)                    127,294      4,312,084
                                                        ------------
                                                          48,830,630
- ---------------------------------------------------
MISCELLANEOUS-INDUSTRIAL (10.5%)
Allied Products                               150,000      3,600,000
Allied Signal, Inc.                            52,400      2,489,000
Alltrista Corp.+                              222,300      4,001,400
Ametek, Inc.                                  190,000      3,562,500
Coltec Industries, Inc.+                      176,600      2,052,975
Crane Co.                                      95,300      3,514,187
Danaher Corp.                                 125,000      3,968,750
Figgie International, Inc. (Class 'A'
  Stock)+                                     375,000      3,890,625
Honeywell, Inc.                               116,600      5,669,675
Jason, Inc.+                                  277,300      1,802,450
Mark IV Industries, Inc.                      224,200      4,427,950
Pentair, Inc.                                 100,000      4,975,000
Varlen Corp.                                   85,050      1,828,575
Wolverine Tube, Inc.+                         217,800      8,167,500
                                                        ------------
                                                          53,950,587
- ---------------------------------------------------
NON-FERROUS METALS (1.5%)
The Carbide/Graphite Group+                   340,700      4,897,563
Ucar International, Inc.+                      81,300      2,743,875
                                                        ------------
                                                           7,641,438
- ---------------------------------------------------
OFFICE EQUIPMENT & SUPPLIES (0.5%)
Lexmark International Group (Class 'A'
  Stock)+                                     146,000      2,664,500
- ---------------------------------------------------
</TABLE>

                                       8
<PAGE>
                         FINANCIAL STATEMENTS OF VCA-2

                   STATEMENT OF NET ASSETS DECEMBER 31, 1995
<TABLE>
<CAPTION>
COMMON STOCK
INVESTMENTS [NOTE 2]                            SHARES  MARKET VALUE
- --------------------------------------------------------------------
<S>                                       <C>           <C>
RAILROADS (2.8%)
Greenbrier Companies, Inc.                    375,000   $  4,546,875
Illinois Central Corp.                        124,500      4,777,688
Union Pacific Corp.                            80,700      5,326,200
                                                        ------------
                                                          14,650,763
- ---------------------------------------------------
REGIONAL BANKS (5.2%)
Bank of Boston Corp.                           77,700      3,593,625
Cullen Frost Bankers, Inc.                    120,000      6,000,000
First Bank System, Inc.                        85,510      4,243,434
First Chicago NBD Corp.                        86,880      3,431,760
Norwest Corp.                                 288,700      9,527,100
                                                        ------------
                                                          26,795,919
- ---------------------------------------------------
RESTAURANTS (0.8%)
Sbarro, Inc.                                  187,500      4,031,250
- ---------------------------------------------------
RETAIL (1.1%)
Ethan Allen Interiors, Inc.+                   70,800      1,442,550
Haverty Furniture, Inc.                       147,300      2,043,787
May Department Stores                          48,200      2,030,425
                                                        ------------
                                                           5,516,762
- ---------------------------------------------------
SPECIALTY CHEMICALS (2.1%)
Ferro Corp.                                   227,400      5,315,475
M.A. Hanna Co.                                 40,000      1,120,000
OM Group, Inc.                                140,000      4,637,500
                                                        ------------
                                                          11,072,975
- ---------------------------------------------------
STEEL (0.9%)
United Dominion Industries                    208,400      4,506,650
- ---------------------------------------------------
TELECOMMUNICATION SERVICES (4.3%)
AT&T Corp.                                     71,400      4,623,150
Airtouch Communications, Inc.+                 65,000      1,828,125
Century Telephone Enterprises, Inc.           125,000      3,968,750
Frontier Corporation                          200,000      6,000,000
MCI Communications Corp.                      217,700      5,687,413
                                                        ------------
                                                          22,107,438
- ---------------------------------------------------
TEXTILES/APPAREL (1.3%)
Fieldcrest Cannon, Inc.+                      185,900      3,067,350
Paxar Corp.+                                  298,475      3,954,794
                                                        ------------
                                                           7,022,144
- ---------------------------------------------------
TOTAL COMMON STOCK INVESTMENTS (99.3%)
(Cost: $403,275,623)                                    $511,378,262
<CAPTION>
- ---------------------------------------------------

SHORT-TERM                                 PRINCIPAL
INVESTMENTS [NOTE 2]                         AMOUNT        VALUE
- --------------------------------------------------------------------
<S>                                       <C>           <C>
Canadian Imperial Bank of Commerce,
  5.75%
  Time Deposit, Due 01/02/96              $ 4,695,000   $  4,695,000
- ---------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS (0.9%)
(Cost: $4,695,000)                                      $  4,695,000
- ---------------------------------------------------
TOTAL INVESTMENTS (100.2%)
(Cost: $407,970,623)                                    $516,073,262
- ---------------------------------------------------
OTHER ASSETS, LESS LIABILITIES
  Bank Overdraft                                        $    (98,703)
  Dividends and Interest Receivable                          406,088
  Receivables for Investments Sold                         1,005,545
  Payables for Investments Purchased                        (673,174)
  Pending Transfers                                       (1,540,405)
- ---------------------------------------------------
TOTAL OTHER ASSETS, LESS
  LIABILITIES (-0.2%)                                   $   (900,649)
- ---------------------------------------------------
NET  ASSETS  (100.0%)                                   $515,172,613
- ---------------------------------------------------
NET ASSETS, REPRESENTING:
  Equity of Participants
    31,600,436 Accumulation Units at an
    Accumulation Unit Value of
    $15.4037 (rounded)                                  $486,763,526
  Equity of Annuitants                                    24,286,477
  Equity of The Prudential Insurance
    Company of America                                     4,122,610
- ---------------------------------------------------
                                                        $515,172,613
- --------------------------------------------------------------------
- --------------------------------------------------------------------
</TABLE>

The following abbreviations are used in portfolio descriptions:

     ADR  American Depository Receipts
     PLC  Public Limited Company

+Non-income producing securities

                       SEE NOTES TO FINANCIAL STATEMENTS

                                       9
<PAGE>
                         FINANCIAL STATEMENTS OF VCA-2

                            STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31                                                                             1995
- ------------------------------------------------------------------------------------------------------------
<S>                                                                                           <C>
INVESTMENT INCOME [NOTE 2]
  Dividends                                                                                   $    6,419,206
  Interest                                                                                           468,587
- ------------------------------------------------------------------------------------------------------------
                                                                                                   6,887,793
EXPENSES [NOTE 3]
  Fees Charged to Participants for Investment Management Services                                    571,007
  Fees Charged to Participants (other than Annuitants) for Assuming Mortality and Expense
    Risks                                                                                          1,624,979
- ------------------------------------------------------------------------------------------------------------
INVESTMENT INCOME--NET                                                                             4,691,807
- ------------------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS--NET
  Realized Gain on Investments--Net                                                               51,878,963
  Unrealized Increase in Value of Investments--Net                                                59,711,120
- ------------------------------------------------------------------------------------------------------------
NET GAIN ON INVESTMENTS                                                                          111,590,083
- ------------------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                          $  116,281,890
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
</TABLE>

                      STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31                                              1995                  1994
- -------------------------------------------------------------------------------------------------------
<S>                                                           <C>                  <C>
OPERATIONS
  Investment Income--Net                                      $        4,691,807   $          4,721,118
  Realized Gain on Investments--Net                                   51,878,963             35,115,467
  Unrealized Increase/(Decrease)in Value of Investments--Net          59,711,120            (45,435,899)
- -------------------------------------------------------------------------------------------------------
NET INCREASE/(DECREASE) IN NET ASSETS RESULTING FROM
  OPERATIONS                                                         116,281,890             (5,599,314)
- -------------------------------------------------------------------------------------------------------
CAPITAL TRANSACTIONS
  Purchase Payments and Transfers In [Note 3]                         27,724,309             18,494,103
  Withdrawals and Transfers Out                                      (41,532,255)           (22,143,730)
  Annual Administration Charges Deducted From Participants'
    Accumulation
    Accounts [Note 3]                                                    (34,067)               (42,008)
  Mortality & Expense Risk Charges Deducted From Annuitants'
    Accounts [Note 3]                                                    (88,043)               (92,130)
  Variable Annuity Payments                                           (3,045,807)            (2,855,584)
- -------------------------------------------------------------------------------------------------------
NET DECREASE IN NET ASSETS
  RESULTING FROM CAPITAL TRANSACTIONS                                (16,975,863)            (6,639,349)
- -------------------------------------------------------------------------------------------------------
NET DECREASE IN NET ASSETS
  RESULTING FROM SURPLUS TRANSFERS [NOTE 6]                              (12,650)               (13,605)
- -------------------------------------------------------------------------------------------------------
TOTAL INCREASE/(DECREASE)IN NET ASSETS                                99,293,377            (12,252,268)
  NET ASSETS
    Beginning of Year                                                415,879,236            428,131,504
- -------------------------------------------------------------------------------------------------------
    End of Year                                               $      515,172,613   $        415,879,236
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
</TABLE>

                       SEE NOTES TO FINANCIAL STATEMENTS

                                       10
<PAGE>
NOTES TO FINANCIAL STATEMENTS OF VCA-2
YEARS ENDED DECEMBER 31, 1995 AND 1994
- --------------------------------------------------------------------------------

NOTE 1:  GENERAL

         The  Prudential Variable Contract Account-2  (VCA-2 or the Account) was
         established  by  The  Prudential  Insurance  Company  of  America  (The
         Prudential) under the laws of the State of New Jersey and is registered
         as  an open-end,  diversified management  investment company  under the
         Investment Company Act of 1940, as amended. VCA-2 has been designed for
         use by public  school systems and  certain tax-exempt organizations  to
         provide   for  the  purchase  and   payment  of  tax-deferred  variable
         annuities. Its investments are composed primarily of common stocks. All
         contractual and other obligations arising under contracts participating
         in VCA-2 are general corporate obligations of The Prudential,  although
         Participants' payments from the Account will depend upon the investment
         experience of the Account.

NOTE 2:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         A. INVESTMENTS

         EQUITY SECURITIES

         The  value  of  securities (except  fixed  income  securities including
         convertible bonds) held in  VCA-2 will be determined  once daily as  of
         5:00  P.M., New  York time  ("Valuation Time")  using composite pricing
         which reflects  prices  as  of  the close  of  business  on  all  major
         exchanges, on each day on which the New York Stock Exchange ("NYSE") is
         open  for trading  and on  any other day  in which  there is sufficient
         trading in VCA-2's portfolio securities to result in a material  change
         in  the value of the  Account. A security that  is traded on a national
         securities exchange will  be valued  at the  last sale  price for  such
         security  on any major exchange on which  such security is traded as of
         Valuation Time, or, in the absence  of recorded sales on such  exchange
         on  the valuation  date, at  the average  of readily  available bid and
         asked prices on such exchange at  the Valuation Time. Any security  not
         traded   on  a   national  securities   exchange  but   traded  in  the
         over-the-counter market for which quotations are furnished through  the
         nationwide   automated  quotation  system   approved  by  the  National
         Association of Securities Dealers, Inc. ("NASDAQ") will be valued based
         on the last sale price  as of the Valuation Time  on each day on  which
         the  NYSE is open for trading, or,  in the absence of recorded sales on
         such day, at the average of readily available bid and asked prices,  as
         established  by NASDAQ at  the Valuation Time.  Unlisted securities not
         quoted on NASDAQ are valued at the average of the quoted bid and  asked
         prices  in the over-the-counter market at the Valuation Time. Portfolio
         securities for which market quotations  are not readily available  will
         be valued at fair value as determined in good faith under the direction
         of the Account's Committee.

         FIXED INCOME SECURITIES

         Fixed income securities including convertible bonds are valued based on
         prices  provided by  an industry-recognized  pricing service  when such
         prices  are  believed  to  reflect  the  fair  market  value  of   such
         securities.  Fixed  income securities  including convertible  bonds not
         priced in this manner are valued at  the mean of the last reported  bid
         and  asked prices  provided by  principal market  makers and recognized
         securities dealers in such securities.

         SHORT-TERM INVESTMENTS

         Short-term investments  having maturities  of sixty  days or  less  are
         valued  at amortized  cost, which approximates  market value. Amortized
         cost is computed using the cost  on the date of purchase, adjusted  for
         constant accrual of discount or amortization of premium to maturity.

         B. SECURITY TRANSACTIONS AND INCOME RECOGNITION

         Income  and realized and unrealized gains and losses on investments are
         allocated to the Participants (including Annuitants) and The Prudential
         on a daily basis in proportion  to their respective equities in  VCA-2.
         Realized  gains and losses from  equity transactions are determined and
         accounted for on the basis of  average cost. Realized gains and  losses
         from  convertible bond transactions are determined and accounted for on
         the basis  of  identified cost.  Dividend  income is  recorded  on  the
         ex-dividend  date  at the  declared value.  Interest income  is accrued
         daily. Equity and long-term bond transactions are recorded on the first
         business day following the trade date, except that transactions on  the
         last  business day  of the year  are recorded on  that date. Short-term
         security transactions are recorded on the trade date.

                                       11
<PAGE>
NOTES TO FINANCIAL STATEMENTS OF VCA-2
YEARS ENDED DECEMBER 31, 1995 AND 1994
- --------------------------------------------------------------------------------

         C. TAXES

         The operations of VCA-2 are part of, and are taxed with, the operations
         of The Prudential. Under the current provisions of the Internal Revenue
         Code, The Prudential does not expect  to incur federal income taxes  on
         earnings  of VCA-2  to the extent  the earnings are  credited under the
         Contracts. As a result, the Unit Value of VCA-2 has not been reduced by
         federal income taxes.

         D. EQUITY OF ANNUITANTS

         Reserves are computed for purchased annuities using The Prudential 1950
         Group Annuity Valuation (GAV) Table, adjusted, and a valuation interest
         rate related  to the  Assumed Investment  Result (AIR).  The  valuation
         interest rate is equal to the AIR less .5% which is a charge defined in
         Note 3A. The AIRs are selected by the Contract-holder and are described
         in the prospectus.

NOTE 3:  CHARGES

         A.  The  expenses charged  to VCA-2  consist of  the following contract
             charges which are paid to The Prudential:

              (i)  An investment  management  fee  is  calculated  daily  at  an
                   effective  annual rate of 0.125% of  the current value of the
                   accounts  of   Participants  (other   than  Annuitants).   An
                   equivalent  charge is made monthly  in determining the amount
                   of Annuitants' payments.

             (ii)  A daily charge  for assuming mortality  and expense risks  is
                   calculated  at  an effective  annual  rate of  0.375%  of the
                   current value  of the  accounts of  Participants (other  than
                   Annuitants).  A one-time  equivalent charge  is deducted when
                   the initial  Annuity  Units for  Annuitants  are  determined.
                   Thus,  the first and subsequent  annuity payments reflect the
                   reduced number of Annuity Units.

         B.  An annual administration charge  is deducted from the  accumulation
             account  of each Participant at the time of withdrawal of the value
             of all  of  the  Participant's  accounts  or  at  the  end  of  the
             accounting  year by  cancelling Accumulation  Units. This deduction
             may be made from a fixed-dollar annuity contract if the Participant
             is enrolled under such a contract.  The charge is not greater  than
             $30 annually.

         C.  A  deduction of 2.5% for sales and other marketing expenses is made
             from each Participant's purchase payments.

NOTE 4:  PURCHASES AND SALES OF PORTFOLIO SECURITIES

         For the year ended December 31, 1995, excluding short-term  investments
         and U.S. government securities, the aggregate cost of purchases and the
         proceeds  from sales of securities  were $193,827,668 and $208,134,457,
         respectively.

NOTE 5:  UNIT TRANSACTIONS

         The number  of Accumulation  Units issued  and redeemed  for the  years
         ended December 31, 1995 and 1994 is as follows:

<TABLE>
               <S>                   <C>         <C>
                                        1995        1994
               --------------------------------------------
               Units issued           2,022,197   1,540,899
               --------------------------------------------
               Units redeemed         3,045,441   1,885,478
               --------------------------------------------
</TABLE>

NOTE 6:  NET DECREASE IN NET ASSETS RESULTING FROM SURPLUS TRANSFERS

         The  decrease in net assets resulting from surplus transfers represents
         the net withdrawals from the Equity of The Prudential from VCA-2.

NOTE 7:  RELATED PARTY TRANSACTIONS

         For  the   year  ended   December  31,   1995,  Prudential   Securities
         Incorporated,  an indirect, wholly-owned  subsidiary of The Prudential,
         earned $0 in brokerage commissions from portfolio transactions executed
         on behalf of VCA-2.

                                       12
<PAGE>
NOTES TO FINANCIAL STATEMENTS OF VCA-2
YEARS ENDED DECEMBER 31, 1995 AND 1994
- --------------------------------------------------------------------------------

NOTE 8:  PARTICIPANT LOANS

         Participant loan  initiations  are  not permitted  in  VCA-2.  However,
         participants who initiated loans in other funds are permitted to direct
         loan repayments into VCA-2.

         For  the  year  ended December  31,  1995, $1,311  of  participant loan
         principal has been paid to VCA-2.

                                       13

<PAGE>


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c/o Prudential Defined Contribution Services          U.S. POSTAGE
30 Scranton Office Park                                   PAID
Moosic, Pennsylvania 18507-1789                      PERMIT No. 2145
                                                       Newark, N.J.


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