<PAGE>
Registration No. 2-28316
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------
RULE 24F-2 NOTICE
(Investment Company Act of 1940)
----------------------------------
THE PRUDENTIAL VARIABLE CONTRACT ACCOUNT-2
(Exact Name of Registrant)
30 Scranton Office Park
Moosic, Pennsylvania 18507-1789
(Address of principal executive offices)
----------------------------------
C. CHRISTOPHER SPRAGUE
Assistant General Counsel
The Prudential Insurance Company of America
30 Scranton Office Park
Moosic, Pennsylvania 18507-1789
(Name and address of agent for service)
(717) 340-4375
Copy to:
Jeffrey C. Martin
Christopher E. Palmer
Shea & Gardner
1800 Massachusetts Avenue
Washington, D.C. 20036
----------------------------------
<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24f-2
READ INSTRUCTIONS AT END OF FORM BEFORE PREPARING FORM.
PLEASE PRINT OR TYPE.
______________________________________________________________________________
1. Name and address of issuer:
The Prudential Variable Contract Account-2
30 Scranton Office Park
Moosic, Pennsylvania 18507-1789
______________________________________________________________________________
2. Name of each series or class of funds for which this notice is filed:
Not Applicable.
______________________________________________________________________________
3. Investment Company Act File Number: 2-28316
Securities Act File Number: 811-1612
______________________________________________________________________________
4. Last day of fiscal year for which this notice is filed:
12/31/95
______________________________________________________________________________
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold
after the close of the fiscal year but before termination of the issuer's
24f-2 declaration:
[ ]
______________________________________________________________________________
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see Instruction A.6):
Not Applicable.
______________________________________________________________________________
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning
of the fiscal year:
-0-
______________________________________________________________________________
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
-0-
______________________________________________________________________________
9. Number and aggregate sale price of securities sold during the fiscal
year:
2,022,197 $27,903,857.93
_____________________________________________________________________________
<PAGE>
______________________________________________________________________________
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
2,022,197 $27,903,857.93
______________________________________________________________________________
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable (see
Instruction B.7):
Not Applicable.
______________________________________________________________________________
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during $ 27,903,857.93
the fiscal year in reliance on rule 24f-2 ___________________
(from Item 10):
(ii) Aggregate price of shares issued in connection + -0-
with dividend reinvestment plans (from Item 11, ___________________
if applicable):
(iii) Aggregate price of shares redeemed or repurchased - 41,567,633.66
during the fiscal year (if applicable): ___________________
(iv) Aggregate price of shares redeemed or repurchased + -0-
and previously applied as a reduction to filing ___________________
fees pursuant to rule 24e-2 (if applicable):
(v) Net aggregate price of securities sold and issued (13,663,775.73)
during the fiscal year in reliance on rule 24f-2 ___________________
[line (i), plus line (ii), less line (iii), plus
line (iv)] (if applicable):
(vi) Multiplier prescribed by Section 6(b) of the x .00034482758
Securities Act of 1933 or other applicable law or ___________________
regulation (see instruction C.6): 0.00
(vii) Fee due [line (i) or line (v) multiplied by ===================
line (vi)]:
INSTRUCTION: ISSUERS SHOULD COMPLETE LINES (ii), (iii), (iv), AND (v) ONLY IF
THE FORM IS BEING FILED WITHIN 60 DAYS AFTER THE CLOSE OF THE
ISSUER'S FISCAL YEAR. See Instruction C.3.
_______________________________________________________________________________
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[ ]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
- -------------------------------------------------------------------------------
SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ C. Christopher Sprague
-----------------------------------------------
C. Christopher Sprague, Assistant Secretary
-----------------------------------------------
Date 2/27/96
------------------------
*Please print the name and title of the signing officer below the signature.
_______________________________________________________________________________
<PAGE>
SHEA & GARDNER
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036
(202) 828-2000
February 26, 1996
The Prudential Insurance Company of America
The Prudential Variable Contract Account-2
30 Scranton Office Park
Moosic, PA 18507
Re: Registration No. 2-28316
Ladies and Gentlemen:
We have served as counsel to The Prudential Insurance Company of America
(the "Company") and to The Prudential Variable Contract Account-2 (the
"Account") in connection with the registration with the Securities and Exchange
Commission of an indefinite number of securities (specifically variable annuity
insurance contracts) pursuant to Rule 24f-2 under the Investment Company Act of
1940, as amended. The Company and the Account are preparing to file a Rule 24f-2
Notice with the Commission pursuant to which the registration of $27,903,857.93
worth of such securities issued during the year ended December 31, 1995 is made
definite.
Based on our examination of the relevant documents contained in the
Account's registration statement, and assuming that the variable annuity
insurance contracts were issued in accordance with the terms described in that
registration statement, that the Account received payment for the contracts, and
that the appropriate action was taken to qualify the sale of the variable
annuity insurance contracts under applicable state laws, we are of the opinion
that the variable annuity insurance contracts are valid, legal and binding
obligations of the Account in accordance with their terms and are nonassessable.
We consent to the filing of this opinion, in connection with the Rule
24f-2 Notice, with the Securities and Exchange Commission.
Very truly yours,
SHEA & GARDNER
By: ___/s/ CHRISTOPHER E. PALMER___
Christopher E. Palmer
CEP:mlp
