PRUDENTIALS ANNUITY PLAN ACCOUNT
N-30D, 1995-03-09
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<PAGE>

THE PRUDENTIAL [Logo]

Annual

Report to

Planholders


December 31, 1994


PRUDENTIAL'S
FINANCIAL SECURITY
PROGRAM

[Logo]

Prudential's Gibraltar Fund
and
Prudential's Investment Plan Account
Prudential's Annuity Plan Account
Prudential's Annuity Plan Account-2
The Prudential Insurance Company of America

<PAGE>

[Logo]
<PAGE>
                               TABLE OF CONTENTS

                NOTE: **The back inside cover provides important
                    telephone numbers for customer service.

                                                                            PAGE

  I.  LETTER TO PLANHOLDERS
        Summarizes the results of Prudential's Financial Security Program
        and provides an economic overview.................................    4

 II.  PRUDENTIAL'S GIBRALTAR FUND
        The Prudential's Financial Security Program is the only account
        investing in Prudential's Gibraltar Fund.
      1.  FINANCIAL STATEMENTS............................................   A1
      2.  SCHEDULE OF INVESTMENTS
          Lists the holdings in the Prudential's Gibraltar Fund...........   A2
      3.  NOTES TO THE FINANCIAL STATEMENTS...............................   A4
      4.  INDEPENDENT AUDITOR'S REPORT....................................   A6

III.  PRUDENTIAL'S INVESTMENT PLAN ACCOUNT
      PRUDENTIAL'S ANNUITY PLAN ACCOUNT
      PRUDENTIAL'S ANNUITY PLAN ACCOUNT-2
      1.  FINANCIAL STATEMENTS
          Provides financial data at the product level including
          investment results net of certain product related charges.......   B1
      2.  NOTES TO FINANCIAL STATEMENTS...................................   B4
      3.  INDEPENDENT AUDITOR'S REPORT....................................   B8

 IV.  APPENDIX
      1.  REPORT OF MANAGEMENT............................................    i
      2.  GLOSSARY........................................................   ii
      3.  BOARDS OF DIRECTORS.............................................  iii
      4.  NOTICE OF ELECTION..............................................   iv

                                       3
<PAGE>

Prudential's Gibraltar Fund                         Year Ended December 31, 1994

DEAR PLANHOLDER:

AS AN INVESTOR IN PRUDENTIAL'S GIBRALTAR FUND, YOU'VE ENTRUSTED US WITH YOUR
ASSETS. WE APPRECIATE THE CONFIDENCE YOU HAVE SHOWN IN US.

AS YOU MAY KNOW, DRAMATICALLY RISING INTEREST RATES MADE 1994 A DIFFICULT YEAR
IN THE FINANCIAL MARKETS. IN OUR VIEW, 1995 WON'T BE A YEAR FOR TAKING RISKS,
EITHER. BE PREPARED FOR A YEAR OF MODEST  RETURNS.

THAT'S WHY WE'VE WRITTEN THIS REPORT. WE WANT TO REVIEW WITH YOU WHAT HAS
HAPPENED IN THE STOCK MARKET OVER THE LAST YEAR, INCLUDING A DESCRIPTION OF
INVESTMENT ACTIVITY. WE CONCLUDE THIS LETTER WITH OUR OUTLOOK FOR THE FINANCIAL
MARKETS IN 1995 -- WE LOOK FOR RETURNS IN THE STOCK MARKET THAT ARE CLOSER TO
LONG-TERM, HISTORICAL AVERAGES.


U.S. Financial Markets Review

THE BEST OF TIMES. THE WORST OF TIMES.

For the economy, 1994 was the best of times. Employment surged, manufacturing
output rose and consumer confidence was at its highest in years.  It was a good
year to look for a job.

Interest rates rose
higher and higher.

For the stock and bond markets, though, it felt like the worst of times.   The
Standard & Poor's 500 Stock Index gained 1.3% on a total return basis. The bond
market had its worst year since 1927. The Lehman Brothers Aggregate Bond Index
fell 2.9%.

What happened?  While optimists thought the economy was soaring like a rocket,
the Federal Reserve saw an unguided missile. As commodity prices began to climb
in late 1993 and early 1994, the nation's central bank feared higher inflation.
So the Federal Reserve raised short term interest rates: not once, but six times
in 1994, from 3% to 5.5%.

Ironically, it was the fear of inflation, not real inflation, that drove the
markets, since actual reported inflation never rose above 3% in 1994. Inflation
not only erodes our purchasing power, it also reduces the value of financial
assets: stock prices sag because corporate costs climb and the price of bonds
fall as interest rates rise.

Let's look a little closer at the stock market:

STOCKS:  A TUG-OF-WAR.

In the stock market, simultaneously rising corporate earnings and higher
interest rates puzzled  investors throughout the year.

As corporate earnings improved, so did the price of stocks. As the Federal
Reserve pushed interest rates higher, though, stock prices declined.

Despite this volatility, your portfolio managers were able to find some
opportunities:

     / /  INDUSTRIAL company stocks benefited from increasing economic activity
          around the world. Demand for steel, paper and chemicals surged, and as
          their prices rose, so did the stock prices of companies that produced
          them.

     / /  TECHNOLOGY stocks performed well as world markets tried to catch up to
          the U.S.'s  prowess in technology.

     / /  FINANCIAL stocks, including banks and insurance companies, looked
          inexpensive. Financial services stocks had fallen because of fears of
          rising interest rates, but did not recover as much as we had hoped.


HOW U. S. STOCKS FARED COMPARED WITH OTHER ASSET CLASSES.

1994 Investment Total Returns

     [Graph] #1


Source: Prudential Investment Corporation. For purposes of comparison only.
Bonds as measured by the Lehman Brothers Government/Corporate Aggregate. U.S.
stocks as measured by the S&P 500 Index. Global stocks as measured by the Morgan
Stanley Capital International-World Index.

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

THE RATES OF RETURN QUOTED ON THE FOLLOWING PAGES REFLECT DEDUCTION OF
INVESTMENT MANAGEMENT FEES AND FUND EXPENSES BUT NOT PRODUCT CHARGES. THEY
REFLECT THE REINVESTMENT OF DIVIDEND AND CAPITAL GAIN DISTRIBUTIONS. THEY ARE
NOT AN ESTIMATE OR A GUARANTEE OF FUTURE PERFORMANCE. CONTRACT UNIT VALUES
INCREASE OR DECREASE BASED ON THE PERFORMANCE OF THE PORTFOLIO. CHANGES IN
CONTRACT VALUES DEPEND NOT ONLY ON THE INVESTMENT PERFORMANCE OF THE PORTFOLIO,
BUT ALSO ON THE INSURANCE AND ADMINISTRATIVE CHARGES, APPLICABLE SALES CHARGES,
AND THE MORTALITY AND EXPENSE RISK CHARGE THAT MAY BE APPLICABLE UNDER A
CONTRACT. THESE CONTRACT CHARGES EFFECTIVELY REDUCE THE DOLLAR AMOUNT OF ANY NET
GAINS AND INCREASE THE DOLLAR AMOUNT OF ANY NET LOSSES.


                                        4

<PAGE>

Investment Review

PRUDENTIAL'S GIBRALTAR FUND

PORTFOLIO MANAGER Bob Fetch

     [Photo}

The Fund performed in line with the Lipper VIP Growth Fund Average in 1994, but
both were in negative territory. The Fund fell 1.3% while the average Lipper
fund lost 1%. The S&P 500 was up 1.3% for the year.

The Fund uses a value investment strategy; Portfolio Manager Bob Fetch buys
stocks that are inexpensively priced in relation to certain financial measures
of business worth, including earnings, book value and cash flow. As interest
rates rose in 1994, stock prices declined, presenting a number of value
investment opportunities. The Advisor has aggressively positioned the Fund to
take advantage of these situations.


Our holdings in 1994 were concentrated primarily in the industrial, consumer
growth, technology and financial sectors. In a year of turbulence, all of these
sectors with the exception of the financial sector were in positive territory.

INVESTMENT ACTIVITY.

The Fund's Advisor has continued its strategy to take advantage of the growing
global economic recovery.

INCREASED INDUSTRIALS.

As economic growth intensified during the year, the Fund continued to add to its
holdings in its largest sector, industrial stocks. By year end, 42% of assets
were in this sector, up from 33% at mid-year.  The Fund sold two railroad stocks
which were among its top holdings during the year, Kansas City Southern and
Southern Pacific Rail, when they reached their valuation targets. Later, as the
price of  Kansas City stock fell under intense selling pressure, the stock
became an excellent value once again because its growth potential remained
intact.  So the Advisor elected to purchase the stock again.

We did have a disappointment in this sector this year: Trinity Industries, a
railcar builder, fell 25% in price and was the Fund's fifth highest holding at
year end. It performed well in 1993 but gave back much of its gains in 1994.

CONSUMER GROWTH STOCKS SURGED.

Weakness in Trinity was offset in part by the Fund's exposure to consumer growth
stocks, where we held 15% of assets -- our second largest sector. The Fund's
largest single holding is in this sector:  Archer Daniels Midland, one of the
nation's largest food processing companies, which gained 43% in 1994. The stock
rose because the company's earnings climbed after several flat years.  Profits
improved on higher worldwide demand and improved crop yields.

Financial Sector:  Stock Selection Crucial.

In the financial sector, we benefited from stock selection, since the S&P
Financial Index was off 3% while our holdings fell by less than a percentage
point. Financial stocks amount to about 8% of assets.  The advisor expected bank
stocks to rise as regional banks continued to be considered as merger and
acquisition candidates by larger financial institutions. One disappointment in
this sector was Key Corp., a Cleveland-based regional bank, which fell 17% in
price during the year.


Value of $10,000 Invested in Gibraltar Fund vs. S&P 500 and Lipper VIP Growth
Average Over Ten Years

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE.
PORTFOLIO PERFORMANCE DOES NOT REFLECT SEPARATE ACCOUNT EXPENSES OR
OTHER PRODUCT CHARGES.

     [Graph] #2

S&P 500 Index . . . . .  $38,269
Lipper  VIP Growth Avg.  $34,760
Gibraltar Port. . . . .  $45,359


AVERAGE ANNUAL RETURNS THROUGH DECEMBER 31, 1994

<TABLE>
<CAPTION>
                                  One      Three     Five       Ten
                                  Year     Years     Years     Years
- --------------------------------------------------------------------
<S>                              <C>       <C>       <C>       <C>
Gibraltar Portfolio              -1.3%     12.8%     13.4%     16.3%
- --------------------------------------------------------------------
Lipper VIP Growth Avg.           -1.0       6.5       9.1      13.5
- --------------------------------------------------------------------
S&P 500                           1.3       6.3       8.7      14.4
- --------------------------------------------------------------------
</TABLE>

* LIPPER PROVIDES DATA ON A MONTHLY BASIS, SO FOR COMPARATIVE PURPOSES, THE
LIPPER AVERAGE AND INDEX INCEPTION RETURNS REFLECT THE FUND'S FIRST  FULL
CALENDAR MONTH OF PERFORMANCE.


- -------------------------------------------------------------------------------
THE LEHMAN AGGREGATE INDEX (LAI) IS COMPRISED OF 4,842 GOVERNMENT AND CORPORATE
BONDS. THE LAI IS AN UNMANAGED INDEX AND INCLUDES THE REINVESTMENT OF ALL
DIVIDENDS, BUT DOES NOT REFLECT THE PAYMENT OF TRANSACTION COSTS AND ADVISORY
FEES ASSOCIATED WITH AN INVESTMENT IN THE PORTFOLIO. THE SECURITIES THAT
COMPRISE THE LAI MAY DIFFER SUBSTANTIALLY FROM THE SECURITIES IN THE PORTFOLIO.
THE LAI IS NOT THE ONLY INDEX THAT MAY BE USED TO CHARACTERIZE PERFORMANCE OF
INCOME FUNDS AND OTHER INDICES MAY PORTRAY DIFFERENT COMPARATIVE PERFORMANCE.

THE LIPPER VARIABLE INSURANCE PRODUCTS (VIP) AVERAGE IS CALCULATED BY LIPPER
ANALYTICAL SERVICES, INC. AND REFLECTS THE INVESTMENT RETURN OF PORTFOLIOS
UNDERLYING VARIABLE LIFE AND INSURANCE PRODUCTS. THESE RETURNS ARE NET OF
INVESTMENT FEES AND FUND EXPENSES BUT NOT PRODUCT CHARGES.


                                        5

<PAGE>

Investment Review

Investment Advisor's Outlook

INVESTMENT ADVISOR'S OUTLOOK.

1995 may be a better year for investors than 1994. But it won't be a year for
taking big risks. So be prepared for a year of returns closer to long-term
historical averages.

GROWTH AND INFLATION.

/ /  In 1995, we're looking for moderate growth from the U.S. economy. This
means Gross Domestic Product should slow from the 4.0% in 1994 to between 2.0%
to 2.5% by the end of 1995--a manageable figure and one that shouldn't cause
concern in either the bond or stock markets.

/ /  Inflation, 1994's big concern, will likely creep up to between 3.0% and
4.0% next year. Much of that increase has already been discounted by the markets
and shouldn't have a significant impact on long-term interest rates.

THE BIGGEST RISK TO OUR OUTLOOK? THE FEDERAL RESERVE'S INTEREST RATE HIKES COULD
CHOKE OFF GROWTH, OR THERE COULD BE A BIG CHANGE IN THE AVAILABILITY OF CERTAIN
COMMODITIES (POSSIBLY BECAUSE OF A WAR OR NATURAL DISASTER) THAT COULD RAISE THE
INFLATION ANTE.


THE U.S. STOCK MARKET.

/ /  The U.S. stock market appears headed for an average year in 1995. That
means total returns possibly in the high single digits. Of course, we haven't
thought for awhile that the handsome double-digit returns we enjoyed in the
1980s would materialize again any  time soon, so anything in excess of inflation
looks pretty fair. And if inflation remains relatively benign as we expect,
market returns after inflation will be close to historic averages.

/ /  Corporate earnings growth and investor demand should play a big role in
stock performance in 1995. However, if either is tepid, expect our return
forecast to fall accordingly. Stock values are still a bit ahead of earnings, as
well, which could indicate some type of correction is likely. This is a year
when stock selection will be crucial.


ON THE OTHER HAND? IF ECONOMIC GROWTH STALLS OUT, EXPECT STOCK PRICES TO FALL.

THAT COMPLETES OUR REVIEW OF 1994 AND OUR OUTLOOK FOR 1995.  WE TRUST YOU FOUND
IT HELPFUL.

YOUR PRUDENTIAL/PRUCO SECURITIES REPRESENTATIVE STANDS READY TO DISCUSS THESE
ISSUES AND TO ASSIST YOU IN ANY WAY HE OR SHE CAN. WE BELIEVE THAT YOUR PERSONAL
FINANCIAL REPRESENTATIVE -- THE ONE WHO UNDERSTANDS YOU AND YOUR LONG-TERM
INVESTMENT NEEDS -- IS A VERY VALUABLE RESOURCE GIVEN TODAY'S TURBULENT
FINANCIAL MARKETS. WE URGE YOU TO TAKE ADVANTAGE OF YOUR REPRESENTATIVE'S
TRAINING AND EXPERIENCE TO HELP YOU MANAGE YOUR INVESTMENTS IN A MANNER MOST
BENEFICIAL TO YOU AND YOUR FAMILY.

ALL OF US AT THE PRUDENTIAL THANK YOU FOR YOUR BUSINESS AND LOOK FORWARD TO
HELPING YOU PROVIDE FOR YOUR FUTURE FINANCIAL SECURITY.



E. Michael Caulfield
PRESIDENT
Prudential's Gibraltar Fund



Robert P. Hill
CHAIRMAN
Prudential's Gibraltar Fund


                                        6
<PAGE>
                            FINANCIAL STATEMENTS OF
                          PRUDENTIAL'S GIBRALTAR FUND

<TABLE>
<CAPTION>
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1994
<S>                                              <C>
  ASSETS
    Investments, at value (cost:
      $238,622,448)............................  $  246,093,497
    Cash.......................................              68
    Interest and dividends receivable..........         310,191
    Receivable for securities sold.............       3,286,900
                                                 --------------
      Total Assets.............................     249,690,656
                                                 --------------
  LIABILITIES
    Accrued expenses...........................          31,286
    Payable for securities purchased...........       7,078,271
    Payable to investment adviser..............          76,789
                                                 --------------
      Total Liabilities........................       7,186,346
                                                 --------------
  NET ASSETS...................................  $  242,504,310
                                                 --------------
                                                 --------------
    Net assets were comprised of:
      Common stock, at $1 par value............  $   25,803,061
      Paid-in capital, in excess of par........     211,423,062
                                                 --------------
                                                    237,226,123
    Accumulated distributions in excess of net
      investment income........................        (294,643)
    Distributions in excess of net realized
      gains....................................      (1,898,219)
    Net unrealized appreciation................       7,471,049
                                                 --------------
    Net assets, December 31, 1994..............  $  242,504,310
                                                 --------------
                                                 --------------
    Net asset value per share of 25,803,061
      outstanding shares of common stock
      (authorized 75,000,000 shares)...........  $       9.3983
                                                 --------------
                                                 --------------
</TABLE>

<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS
Year Ended December 31, 1994
<S>                                              <C>
  INVESTMENT INCOME
    Dividends..................................  $     4,588,901
    Interest...................................          856,854
                                                 ---------------
                                                       5,445,755
                                                 ---------------
  EXPENSES
    Investment management fee..................          318,934
    State franchise tax expense................           34,675
    Foreign withholding tax....................           18,716
    Directors' expense.........................            7,779
    Custodian expense -- net...................            5,001
                                                 ---------------
                                                         385,105
                                                 ---------------
  NET INVESTMENT INCOME........................        5,060,650
                                                 ---------------
  NET REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS
    Net realized gain on investments
      [identified cost basis]..................       16,126,282
    Net unrealized loss on investments.........      (24,285,324)
                                                 ---------------
  NET LOSS ON INVESTMENTS......................       (8,159,042)
                                                 ---------------
  NET DECREASE IN NET ASSETS RESULTING FROM
  OPERATIONS...................................  ($    3,098,392)
                                                 ---------------
                                                 ---------------
</TABLE>

<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS

                                                                                                     YEARS ENDED DECEMBER 31
                                                                                             ---------------------------------------
                                                                                                    1994                1993
                                                                                             ------------------  -------------------
<S>                                                                                          <C>                 <C>
  OPERATIONS:
    Net investment income..................................................................   $      5,060,650     $     3,667,891
    Net realized gain on investments.......................................................         16,126,282          58,092,048
    Net unrealized loss on investments.....................................................        (24,285,324)         (8,040,521)
                                                                                             ------------------  -------------------
    NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS........................         (3,098,392)         53,719,418
                                                                                             ------------------  -------------------
  DIVIDENDS TO SHAREHOLDERS FROM:
    Net investment income..................................................................         (5,085,500)         (3,690,635)
    Net realized gain from investment transactions.........................................        (34,178,638)        (44,376,736)
                                                                                             ------------------  -------------------
    TOTAL DIVIDENDS TO SHAREHOLDERS........................................................        (39,264,138)        (48,067,371)
                                                                                             ------------------  -------------------
  CAPITAL TRANSACTIONS:
    Reinvestment of dividend distributions [4,008,764 and 4,215,813 shares,
     respectively].........................................................................         38,225,359          46,841,213
    Capital stock repurchased [(1,619,845) and (1,467,833) shares, respectively]...........        (17,638,028)        (18,289,066)
                                                                                             ------------------  -------------------
    NET INCREASE IN NET ASSETS RESULTING FROM CAPITAL TRANSACTIONS.........................         20,587,331          28,552,147
                                                                                             ------------------  -------------------
  TOTAL INCREASE (DECREASE)
  IN NET ASSETS............................................................................        (21,775,199)         34,204,194
  NET ASSETS:
    Beginning of year......................................................................        264,279,509         230,075,315
                                                                                             ------------------  -------------------
    End of year............................................................................   $    242,504,310     $   264,279,509
                                                                                             ------------------  -------------------
                                                                                             ------------------  -------------------
</TABLE>

             SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A4 AND A5.

                                       A1
<PAGE>
                          PRUDENTIAL'S GIBRALTAR FUND

DECEMBER 31, 1994

<TABLE>
<CAPTION>
                                                                       MARKET
COMMON STOCKS -- 97.5%                                 SHARES          VALUE
                                                    -------------  --------------
<S>                                                 <C>            <C>
AEROSPACE -- 5.8%
  +Banner Aerospace, Inc..........................         52,600  $      236,700
  Boeing Co.......................................         55,000       2,571,250
  +Coltec Industries, Inc.........................        125,000       2,140,625
  Precision Castparts Corp........................        258,500       5,234,625
  United Technologies Corp........................         60,000       3,772,500
                                                                   --------------
                                                                       13,955,700
                                                                   --------------
ALUMINUM -- 3.3%
  Aluminum Co. of America.........................         92,500       8,012,813
                                                                   --------------
AUTOS - CARS & TRUCKS -- 1.3%
  General Motors Corp. (Class 'H' Stock)..........         60,000       2,092,500
  Standard Products Co............................         40,800         979,200
                                                                   --------------
                                                                        3,071,700
                                                                   --------------
BANKS AND SAVINGS & LOANS -- 2.8%
  KeyCorp.........................................        150,125       3,753,125
  Norwest Corp....................................         75,000       1,753,125
  +Riggs National Corp............................        150,000       1,218,750
                                                                   --------------
                                                                        6,725,000
                                                                   --------------
CHEMICALS -- 3.0%
  A. Schulman, Inc................................         94,875       2,561,625
  Dow Chemical Co.................................         70,000       4,707,500
                                                                   --------------
                                                                        7,269,125
                                                                   --------------
CHEMICALS - SPECIALTY -- 3.7%
  Raychem Corp....................................        250,000       8,906,250
                                                                   --------------
COMMERCIAL SERVICES -- 1.7%
  Deluxe Corp.....................................         40,000       1,060,000
  FlightSafety International, Inc.................          9,300         377,812
  Measurex Corp...................................        110,000       2,598,750
                                                                   --------------
                                                                        4,036,562
                                                                   --------------
COMPUTER SERVICES -- 2.3%
  +Cisco Systems, Inc.............................        100,000       3,500,000
  +Zilog, Inc.....................................         72,800       2,129,400
                                                                   --------------
                                                                        5,629,400
                                                                   --------------
DIVERSIFIED GAS -- 0.6%
  Mitchell Energy & Development Corp. (Class 'A'
    Stock)........................................         44,000         715,000
  Mitchell Energy & Development Corp. (Class 'B'
    Stock)........................................         38,850         728,438
                                                                   --------------
                                                                        1,443,438
                                                                   --------------
DIVERSIFIED OFFICE EQUIPMENT -- 1.5%
  International Business Machines Corp............         50,000       3,675,000
                                                                   --------------
DRUGS AND HOSPITAL SUPPLIES -- 1.5%
  +ALZA Corp......................................        200,000       3,600,000
                                                                   --------------
ELECTRICAL EQUIPMENT -- 2.2%
  Belden, Inc.....................................         60,000       1,327,500
  W.W. Grainger, Inc..............................         70,000       4,042,500
                                                                   --------------
                                                                        5,370,000
                                                                   --------------
ELECTRONICS -- 6.6%
  +ADT Ltd........................................        200,000       2,150,000
  +Altera Corp....................................         28,400       1,185,700
  +Cirrus Logic, Inc..............................        119,200       2,682,000
  +Marshall Industries............................         98,800       2,642,900
  Methode Electronics, Inc. (Class 'A' Stock).....        192,500       3,176,250
  +National Semiconductor Corp....................         25,000         487,500
</TABLE>

DECEMBER 31, 1994
<TABLE>
<CAPTION>
                                                                       MARKET
COMMON STOCKS (CONTINUED)                              SHARES          VALUE
                                                    -------------  --------------
<S>                                                 <C>            <C>
  Texas Instruments, Inc..........................         30,000  $    2,246,250
  +VeriFone, Inc..................................         64,000       1,408,000
                                                                   --------------
                                                                       15,978,600
                                                                   --------------
FINANCIAL SERVICES -- 1.0%
  Dean Witter, Discover & Co......................          8,200         277,775
  Manufactured Home Communities, Inc..............         50,800       1,009,650
  +Mercer International, Inc......................         33,000         449,625
  West One Bancorp................................         30,000         795,000
                                                                   --------------
                                                                        2,532,050
                                                                   --------------
FOODS -- 6.1%
  Archer-Daniels-Midland Co.......................        630,000      12,993,750
  Dole Food Co., Inc..............................         80,000       1,840,000
                                                                   --------------
                                                                       14,833,750
                                                                   --------------
FOREST PRODUCTS -- 4.9%
  Georgia-Pacific Corp............................         20,000       1,430,000
  Mosinee Paper Co................................         45,000       1,125,000
  Willamette Industries, Inc......................        200,000       9,400,000
                                                                   --------------
                                                                       11,955,000
                                                                   --------------
HOSPITAL MANAGEMENT -- 1.8%
  Caremark International, Inc.....................        125,000       2,140,625
  National Health Labs Holdings, Inc..............         69,800         924,850
  National Medical Enterprises, Inc...............         90,000       1,271,250
                                                                   --------------
                                                                        4,336,725
                                                                   --------------
INSURANCE -- 1.8%
  Aon Corp........................................         25,000         800,000
  Progressive Corp................................        105,000       3,675,000
                                                                   --------------
                                                                        4,475,000
                                                                   --------------
LEISURE -- 0.7%
  +Caesars World, Inc.............................         25,000       1,668,750
                                                                   --------------
MACHINERY -- 5.1%
  Eaton Corp......................................        155,000       7,672,500
  Timken Co.......................................        130,000       4,582,500
                                                                   --------------
                                                                       12,255,000
                                                                   --------------
MEDIA -- 2.1%
  Comcast Corp. (Class 'A' Stock).................         50,800         781,050
  Comcast Corp. (Special Class 'A' Stock).........         25,900         404,688
  +Viacom, Inc. (Class 'B' Stock).................         95,000       3,859,375
                                                                   --------------
                                                                        5,045,113
                                                                   --------------
MINERAL RESOURCES -- 5.0%
  Cyprus Amax Minerals Co.........................        100,000       2,612,500
  Newmont Mining Corp.............................        100,007       3,600,251
  Placer Dome, Inc................................        125,000       2,718,750
  Potash Corp. of Saskatchewan, Inc...............         50,000       1,700,000
  +Sante Fe Pacific Gold Corp.....................        125,000       1,609,375
                                                                   --------------
                                                                       12,240,876
                                                                   --------------
MISCELLANEOUS - BASIC INDUSTRY -- 9.6%
  Air Express International Corp..................        103,200       2,012,400
  American President Companies, Ltd...............        141,700       3,577,925
  Canadian Pacific, Ltd...........................        125,000       1,875,000
  Carlisle Companies, Inc.........................         49,500       1,788,187
  Diebold, Inc....................................         20,000         822,500
  GATX Corp.......................................         22,400         985,600
  Mark IV Industries, Inc.........................         42,000         829,500
  Topps Company, Inc..............................        121,000         620,125
</TABLE>

                                       A2
<PAGE>
                    PRUDENTIAL'S GIBRALTAR FUND (CONTINUED)
DECEMBER 31, 1994
<TABLE>
<CAPTION>
                                                                       MARKET
COMMON STOCKS (CONTINUED)                              SHARES          VALUE
                                                    -------------  --------------
<S>                                                 <C>            <C>
  Trinity Industries, Inc.........................        255,000  $    8,032,500
  Tyco International Ltd..........................         60,000       2,850,000
                                                                   --------------
                                                                       23,393,737
                                                                   --------------
MISCELLANEOUS - CONSUMER GROWTH/STABLE -- 1.4%
  Eastman Kodak Co................................         70,000       3,342,500
                                                                   --------------
PETROLEUM -- 4.1%
  Cabot Corp......................................        140,000       3,972,500
  Diamond Shamrock, Inc...........................         51,000       1,319,625
  KN Energy, Inc..................................        106,974       2,540,633
  Questar Corp....................................         80,000       2,200,000
                                                                   --------------
                                                                       10,032,758
                                                                   --------------
PETROLEUM SERVICES -- 2.1%
  +Mesa, Inc......................................        120,000         585,000
  Murphy Oil Corp.................................         25,000       1,062,500
  Sonat, Inc......................................        120,000       3,360,000
                                                                   --------------
                                                                        5,007,500
                                                                   --------------
RAILROADS -- 2.2%
  +Chicago & North Western Transportation Co......         44,800         862,400
  Kansas City Southern Industries, Inc............        144,200       4,452,175
                                                                   --------------
                                                                        5,314,575
                                                                   --------------
REAL ESTATE DEVELOPMENT -- 2.3%
  Duke Realty Investments, Inc....................         50,000       1,412,500
  Equity Residential Properties Trust.............         98,900       2,967,000
  Weingarten Realty Investors.....................         35,000       1,325,625
                                                                   --------------
                                                                        5,705,125
                                                                   --------------
RESTAURANTS -- 0.5%
  Sbarro, Inc.....................................         51,000       1,326,000
                                                                   --------------
RETAIL -- 2.5%
  Nike, Inc. (Class 'B' Stock)....................         35,000       2,611,875
  Stride Rite Corp................................        140,200       1,559,725
  Tiffany & Co....................................         46,500       1,813,500
                                                                   --------------
                                                                        5,985,100
                                                                   --------------
TELECOMMUNICATIONS -- 8.0%
  Century Telephone Enterprises, Inc..............        170,000       5,015,000
  L.M. Ericsson Telephone Co. (Class 'B' Stock),
    ADR...........................................         40,000       2,205,000
  Rochester Telephone Corp........................        500,000      10,562,500
  TCA Cable TV, Inc...............................         73,900       1,588,850
                                                                   --------------
                                                                       19,371,350
                                                                   --------------
TOTAL COMMON STOCKS
  (Cost $229,023,448)............................................     236,494,497
                                                                   --------------
</TABLE>

DECEMBER 31, 1994

<TABLE>
<CAPTION>
                                                      PRINCIPAL
SHORT-TERM INVESTMENTS -- 4.0%                         AMOUNT          VALUE
                                                    -------------  --------------
<S>                                                 <C>            <C>
BANK-RELATED INSTRUMENTS
  First Union National Bank, T.D.,
    6.250%, 01/03/95..............................  $   9,599,000  $    9,599,000
                                                                   --------------
LIABILITIES -- (1.5%)
  (net of other assets)..........................................      (3,589,187)
                                                                   --------------
TOTAL NET ASSETS -- 100.0%.......................................  $  242,504,310
                                                                   --------------
                                                                   --------------
<FN>

The following abbreviations are used in portfolio descriptions:

    ADR                 American Depository Receipt
    T.D.                Time Deposit

+No dividend was paid on this security during the 12 months ending December
 31, 1994.
</TABLE>

             SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A4 AND A5.

                                       A3
<PAGE>
                      NOTES TO THE FINANCIAL STATEMENTS OF
                          PRUDENTIAL'S GIBRALTAR FUND
          FOR THE YEARS ENDED DECEMBER 31, 1994 AND DECEMBER 31, 1993

NOTE 1:  GENERAL

The Fund is registered as an open-end, diversified management investment company
under the Investment Company Act of 1940, as amended.

NOTE 2:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SECURITIES  VALUATION:  Securities traded on  a national securities exchange are
valued at the last sales price (or the last bid price if there were no sales  of
the  security that day) on the New York Stock Exchange, or if not traded on such
exchange, such last  sales or bid  price at the  time of close  of the New  York
Stock  Exchange on the principal exchange on which such securities are traded on
the last business day of the year.  For any securities not traded on a  national
securities  exchange but traded in the over-the-counter market, the value is the
last bid  price  available, except  that  securities for  which  quotations  are
furnished  through  a  nationwide  automated quotation  system  approved  by the
National Association  of Securities  Dealers, Inc.  (NASDAQ) are  valued at  the
closing  best bid price on  the date of valuation  provided by a pricing service
which utilizes NASDAQ quotations. Short-term investments are valued at amortized
cost which, with accrued interest, approximates market value. Amortized cost  is
computed  using  the  cost  on  the  date  of  purchase  adjusted  for  constant
amortization of discount or premium to maturity.

SECURITIES TRANSACTIONS AND INVESTMENT INCOME:   Dividend income is recorded  on
the   ex-dividend  date.  Interest   income  is  accrued   daily  on  short-term
investments. Interest income also includes net amortization from the purchase of
fixed-income  securities.  Security  transactions  are  recorded  on  the  first
business  day following  the trade  date, except  that transactions  on the last
business day of the  reporting cycle are recorded  on that day. Transactions  in
short-term  debt securities are  recorded on the trade  date. Realized gains and
losses from  securities transactions  are determined  and accounted  for on  the
basis of identified cost.

DISTRIBUTIONS  AND TAXES:  As  in prior years, the Fund  intends to qualify as a
regulated investment company under Subchapter M of the Internal Revenue Code. As
a result, by distributing substantially all of its net investment income and net
realized capital gains, the Fund  will not be subject  to federal income tax  on
the  investment income and capital  gains so distributed. Dividend distributions
to stockholders are recorded on the ex-dividend date.

NOTE 3:  INVESTMENT MANAGEMENT FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT MANAGEMENT FEE:   The  investment management fee,  which is  computed
daily  at an effective annual rate  of 0.125% of the net  assets of the Fund, is
payable to  The Prudential  Insurance  Company of  America (The  Prudential)  as
required by the investment advisory agreement. Under the terms of the investment
advisory agreement and a separate contract which remains in force as long as The
Prudential,  or its separate  accounts, or organizations approved  by it are the
only purchasers of  Fund shares, The  Prudential pays all  expenses of the  Fund
except  for fees and expenses of those  members of the Fund's Board of Directors
who are not officers or employees of The Prudential and its affiliates; transfer
and any other local, state or federal taxes; and brokers' commissions and  other
fees and charges attributable to investment transactions.

BROKERAGE  COMMISSIONS:    For  the year  ended  December  31,  1994, Prudential
Securities Incorporated, an indirect, wholly owned subsidiary of The Prudential,
earned $0 in brokerage commissions from  transactions executed on behalf of  the
Fund.

NOTE 4:  DISTRIBUTIONS

Dividends  from net investment income and net realized capital gains of the Fund
will normally  be declared  and  reinvested in  additional full  and  fractional
shares twice a year.

NOTE 5:  PURCHASES AND SALES OF SECURITIES

The  aggregate  cost of  purchases  and the  proceeds  from sales  of securities
(excluding short-term  investments) for  the year  ended December  31, 1994  was
$265,077,782 and $216,410,458, respectively.

                                       A4
<PAGE>
The  federal income  tax basis  and unrealized  appreciation/depreciation of the
Fund's investments were as follows:

<TABLE>
<S>                                                 <C>
Gross Unrealized Appreciation:                       $  19,473,180
Gross Unrealized Depreciation:                          12,002,131
Net Unrealized Appreciation/Depreciation:                7,471,049
Tax Cost:                                              238,622,448
</TABLE>

NOTE 6:  FINANCIAL HIGHLIGHTS

The following average per share  data, ratios and supplemental information  have
been derived from information provided in the financial statements.
<TABLE>
<CAPTION>
                                                                PRUDENTIAL'S GIBRALTAR FUND
                           ------------------------------------------------------------------------------------------------------
                            01/01/94     01/01/93     01/01/92     01/01/91     01/01/90     01/01/89     01/01/88     01/01/87
                               TO           TO           TO           TO           TO           TO           TO           TO
                            12/31/94     12/31/93     12/31/92     12/31/91     12/31/90     12/31/89     12/31/88     12/31/87
                           -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
<S>                        <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>
Net Asset Value at
  beginning of period....   $  11.287    $  11.133    $  11.390    $   9.400    $  10.590    $  10.290    $   9.190    $  12.440
                           -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
Income From Investment
  Operations:
Net investment income....       0.214        0.180        0.184        0.220        0.340        0.360        0.310        0.400
Net realized and
  unrealized gains
  (losses) on
  investments............      (0.405)       2.426        1.771        2.900       (0.640)       1.920        2.000        0.230
                           -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
    Total from investment
    operations...........      (0.191)       2.606        1.955        3.120       (0.300)       2.280        2.310        0.630
Distributions to
  Shareholders:
Distributions from net
  investment income......      (0.216)      (0.188)      (0.193)      (0.260)      (0.370)      (0.370)      (0.370)      (0.650)
Distributions from net
  realized gains.........      (1.482)      (2.264)      (2.019)      (0.870)      (0.520)      (1.610)      (0.840)      (3.230)
                           -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
    Total
    distributions........      (1.698)      (2.452)      (2.212)      (1.130)      (0.890)      (1.980)      (1.210)      (3.880)
Net increase (decrease)
  in Net Asset Value.....      (1.889)       0.154       (0.257)       1.990       (1.190)       0.300        1.100       (3.250)
                           -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
Net Asset Value at end of
  period.................   $   9.398    $  11.287    $  11.133    $  11.390    $   9.400    $  10.590    $  10.290    $   9.190
                           -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
                           -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
Total Investment Rate of
  Return:**..............       (1.33%)      23.79 %      17.60 %      34.40 %      (2.80 %)      22.30 %      25.60 %       2.53%
Ratios/Supplemental Data:
Net assets at end of
  period (in millions)...      $242.5       $264.3       $230.1       $214.2       $174.4       $197.0       $183.3       $170.0
Ratio of expenses net of
  reimbursement to
  average net assets.....        0.15 %       0.16 %       0.19 %       0.19 %       0.21 %       0.16 %       0.16 %       0.15%
Ratio of net investment
  income to average net
  assets.................        1.98 %       1.45 %       1.58 %       1.98 %       3.38 %       3.19 %       2.95 %       3.11%
Portfolio turnover
  rate...................       92.49 %      91.83 %      72.82 %      76.35 %     108.08 %      66.79 %      31.69 %      31.53%
Number of shares
  outstanding at end of
  period (in millions)...        25.8         23.4         20.7         18.8         18.6         18.6         17.8         18.5

<CAPTION>

                            01/01/86     01/01/85
                               TO           TO
                            12/31/86     12/31/85
                           -----------  -----------
<S>                        <C>          <C>
Net Asset Value at
  beginning of period....   $  14.660    $  12.600
                           -----------  -----------
Income From Investment
  Operations:
Net investment income....       0.360        0.470
Net realized and
  unrealized gains
  (losses) on
  investments............       1.650        3.310
                           -----------  -----------
    Total from investment
    operations...........       2.010        3.780
Distributions to
  Shareholders:
Distributions from net
  investment income......      (0.450)      (0.510)
Distributions from net
  realized gains.........      (3.780)      (1.210)
                           -----------  -----------
    Total
    distributions........      (4.230)      (1.720)
Net increase (decrease)
  in Net Asset Value.....      (2.220)       2.060
                           -----------  -----------
Net Asset Value at end of
  period.................   $  12.440    $  14.660
                           -----------  -----------
                           -----------  -----------
Total Investment Rate of
  Return:**..............       15.73 %      32.68 %
Ratios/Supplemental Data:
Net assets at end of
  period (in millions)...      $186.5       $181.1
Ratio of expenses net of
  reimbursement to
  average net assets.....        0.16 %       0.17 %
Ratio of net investment
  income to average net
  assets.................        2.76 %       3.28 %
Portfolio turnover
  rate...................       67.56 %     108.28 %
Number of shares
  outstanding at end of
  period (in millions)...        15.0         12.4
</TABLE>

**Total  investment  returns are  at the  portfolio  level and  exclude contract
specific charges which would reduce returns.
  All calculations  are based  on average  month-end shares  outstanding,  where
available.

                                       A5
<PAGE>
                          INDEPENDENT AUDITORS' REPORT

The Shareholders and Board of Directors of Prudential's Gibraltar Fund:

We  have audited the accompanying statement of assets and liabilities, including
the schedule of investments, of Prudential's Gibraltar Fund, as of December  31,
1994,  the  related statement  of operations  for  the year  then ended  and the
statements of changes in net assets for each of the two years in the period then
ended.  These  financial  statements  are  the  responsibility  of  the   Fund's
management.  Our  responsibility is  to express  an  opinion on  these financial
statements 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 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, 1994, by correspondence with
the  custodian  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  present fairly,  in  all  material
respects,  the financial position of Prudential's  Gibraltar Fund as of December
31, 1994, the results of its operations for the year then ended and the  changes
in  its  net assets  for each  of  the two  years in  the  period then  ended in
conformity with generally accepted accounting principles.

Deloitte & Touche LLP
Parsippany, New Jersey
February 10, 1995

                                       A6
<PAGE>
                     (This page intentionally left blank.)

                                       A7
<PAGE>
                            FINANCIAL STATEMENTS OF
                      PRUDENTIAL'S INVESTMENT PLAN ACCOUNT

<TABLE>
<CAPTION>
STATEMENT OF NET ASSETS
December 31, 1994
<S>                                                 <C>
  Investment in 20,347,560 shares of
    Prudential's Gibraltar Fund at net
    asset value of $9.3983 per share
      (Cost: $203,718,841)........................  $    191,232,069
  Accrued expenses................................           (27,152)
                                                    ----------------
  NET ASSETS......................................  $    191,204,917
                                                    ----------------
                                                    ----------------

  Net assets were comprised of:
  Paid-in capital.................................  $    203,716,800
  Distributions in excess of net
    investment income.............................        (3,714,398)
  Accumulated net realized gains..................         3,689,287
  Net unrealized depreciation.....................       (12,486,772)
                                                    ----------------
  Net assets, December 31, 1994...................  $    191,204,917
                                                    ----------------
                                                    ----------------
  Net asset value per share of
    20,641,598 outstanding
    Securities Shares.............................  $         9.2631
                                                    ----------------
                                                    ----------------
</TABLE>

<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS
Year Ended December 31, 1994
<S>                                                 <C>
  INVESTMENT INCOME
    Dividend distributions received...............  $      3,999,602
  EXPENSES
    Administration charge [Note 1]................         1,494,725
                                                    ----------------
  NET INVESTMENT INCOME...........................         2,504,877
                                                    ----------------
  NET REALIZED AND UNREALIZED GAIN (LOSS) ON
    INVESTMENTS
    Capital gains distributions received..........        26,877,899
    Realized loss on shares redeemed
      [identified cost basis].....................          (111,234)
    Net unrealized loss on investments............       (33,217,396)
                                                    ----------------
  NET LOSS ON INVESTMENTS.........................        (6,450,731)
                                                    ----------------
  NET DECREASE IN NET ASSETS
    RESULTING FROM OPERATIONS.....................  $     (3,945,854)
                                                    ----------------
                                                    ----------------
</TABLE>

<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS
                                                                              YEARS ENDED DECEMBER 31
                                                                        -----------------------------------
                                                                              1994               1993
                                                                        ----------------   ----------------
<S>                                                                     <C>                <C>
OPERATIONS:
    Net investment income.............................................  $      2,504,877   $      1,400,882
    Capital gains distributions received..............................        26,877,899         34,784,197
    Realized gain (loss) on shares redeemed...........................          (111,234)         2,182,967
    Net unrealized gain (loss) on investments.........................       (33,217,396)         2,403,134
                                                                        ----------------   ----------------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS...........................................        (3,945,854)        40,771,180
                                                                        ----------------   ----------------
DIVIDENDS TO PLANHOLDERS FROM [NOTE 5]:
    Net investment income.............................................        (6,180,311)        (1,376,522)
    Net realized gain from investment transactions....................       (23,192,440)       (34,784,397)
                                                                        ----------------   ----------------
TOTAL DIVIDENDS TO PLANHOLDERS........................................       (29,372,751)       (36,160,919)
                                                                        ----------------   ----------------
SECURITIES SHARES TRANSACTIONS:
    Purchase payments.................................................        30,028,358         36,256,328
    Security Shares liquidated........................................       (13,361,790)       (14,252,931)
                                                                        ----------------   ----------------
NET INCREASE IN NET ASSETS RESULTING
  FROM SECURITIES SHARES TRANSACTIONS:................................        16,666,568         22,003,397
                                                                        ----------------   ----------------
TOTAL INCREASE (DECREASE) IN NET ASSETS...............................       (16,652,037)        26,613,658
NET ASSETS:
    Beginning of year.................................................       207,856,954        181,243,296
                                                                        ----------------   ----------------
    End of year.......................................................  $    191,204,917   $    207,856,954
                                                                        ----------------   ----------------
                                                                        ----------------   ----------------
</TABLE>

                                       B1
<PAGE>
                            FINANCIAL STATEMENTS OF
                       PRUDENTIAL'S ANNUITY PLAN ACCOUNT

<TABLE>
<CAPTION>
STATEMENT OF NET ASSETS
December 31, 1994
<S>                                                 <C>
  Investment in 260,097 shares of
    Prudential's Gibraltar Fund at net
    asset value of $9.3983 per share
      (Cost: $2,485,935)..........................  $      2,444,467
  Accrued expenses................................               (75)
                                                    ----------------
  NET ASSETS......................................  $      2,444,392
                                                    ----------------
                                                    ----------------

  NET ASSETS, representing:
    Equity of annuitants [Note 4].................  $      2,289,415
    Equity of The Prudential
      Insurance Company
      of America..................................           154,977
                                                    ----------------
                                                    $      2,444,392
                                                    ----------------
                                                    ----------------
</TABLE>

<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS
Year Ended December 31, 1994
<S>                                                 <C>
  INVESTMENT INCOME
    Dividend distributions received...............  $         52,771
  EXPENSES
    Charges to annuitants for assuming mortality
      and expense risks and for administration
      [Note 1]....................................             9,761
                                                    ----------------
  NET INVESTMENT INCOME...........................            43,010
                                                    ----------------
  NET REALIZED AND UNREALIZED GAIN (LOSS) ON
    INVESTMENTS
    Capital gains distributions received..........           362,212
    Realized gain on shares redeemed
      [identified cost basis].....................             5,575
    Net unrealized loss on investments............          (446,695)
                                                    ----------------
  NET LOSS ON INVESTMENTS.........................           (78,908)
                                                    ----------------
  NET DECREASE IN NET ASSETS
    RESULTING FROM OPERATIONS.....................  $        (35,898)
                                                    ----------------
                                                    ----------------
</TABLE>

<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS
                                                                              YEARS ENDED DECEMBER 31
                                                                        -----------------------------------
                                                                              1994               1993
                                                                        ----------------   ----------------
<S>                                                                     <C>                <C>
OPERATIONS:
    Net investment income.............................................  $         43,010   $         34,551
    Capital gains distributions received..............................           362,212            550,527
    Realized gain on shares redeemed..................................             5,575             80,295
    Net unrealized gain (loss) on investments.........................          (446,695)            10,267
                                                                        ----------------   ----------------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS...........................................           (35,898)           675,640
                                                                        ----------------   ----------------
ANNUITY BENEFIT PAYMENTS..............................................          (521,684)          (342,596)
                                                                        ----------------   ----------------
NET DECREASE IN NET ASSETS RESULTING
  FROM SURPLUS TRANSFERS..............................................          (178,479)          (177,750)
                                                                        ----------------   ----------------
TOTAL INCREASE (DECREASE) IN NET ASSETS...............................          (736,061)           155,294
NET ASSETS:
    Beginning of year.................................................         3,180,453          3,025,159
                                                                        ----------------   ----------------
    End of year.......................................................  $      2,444,392   $      3,180,453
                                                                        ----------------   ----------------
                                                                        ----------------   ----------------
</TABLE>

                                       B2
<PAGE>
                            FINANCIAL STATEMENTS OF
                      PRUDENTIAL'S ANNUITY PLAN ACCOUNT-2

<TABLE>
<CAPTION>
STATEMENT OF NET ASSETS
December 31, 1994
<S>                                                 <C>
  Investment in 5,195,404 shares of
    Prudential's Gibraltar Fund at net
    asset value of $9.3983 per share
      (Cost: $47,841,357).........................  $     48,827,860
  Accrued expenses................................            (3,940)
                                                    ----------------
  NET ASSETS......................................  $     48,823,920
                                                    ----------------
                                                    ----------------
  NET ASSETS, representing:
    Equity of planholders [Notes 1 & 6]...........  $     47,914,174
    Equity of annuitants [Note 6].................           499,586
    Equity of The Prudential Insurance
      Company of America..........................           410,160
                                                    ----------------
                                                    $     48,823,920
                                                    ----------------
                                                    ----------------
</TABLE>

<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS
Year Ended December 31, 1994
<S>                                                 <C>
  INVESTMENT INCOME
    Dividend distributions received...............  $      1,033,128
  EXPENSES
    Charges to planholders and annuitants
      for assuming mortality and expense
      risks and for administration [Note 2].......           346,991
                                                    ----------------
  NET INVESTMENT INCOME...........................           686,137
                                                    ----------------
  NET REALIZED AND UNREALIZED GAIN (LOSS) ON
    INVESTMENTS
    Capital gains distributions received..........         6,938,526
    Realized loss on shares redeemed
      [identified cost basis].....................          (193,248)
    Net unrealized loss on investments............        (8,399,444)
                                                    ----------------
  NET LOSS ON INVESTMENTS.........................        (1,654,166)
                                                    ----------------
  NET DECREASE IN NET ASSETS
    RESULTING FROM OPERATIONS.....................  $       (968,029)
                                                    ----------------
                                                    ----------------
</TABLE>

<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS
                                                                              YEARS ENDED DECEMBER 31
                                                                        -----------------------------------
                                                                              1994               1993
                                                                        ----------------   ----------------
<S>                                                                     <C>                <C>
OPERATIONS:
    Net investment income.............................................  $        686,137   $        408,526
    Capital gains distributions received..............................         6,938,526          9,042,012
    Realized gain (loss) on shares redeemed...........................          (193,248)           284,723
    Net unrealized gain (loss) on investments.........................        (8,399,444)           690,660
                                                                        ----------------   ----------------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS...........................................          (968,029)        10,425,921
                                                                        ----------------   ----------------
ACCUMULATION AND ANNUITY TRANSACTIONS:
    Purchase payments.................................................           761,329            762,898
    Accumulation Shares liquidated....................................        (4,000,211)        (3,419,180)
    Annuity benefit payments..........................................           (80,619)           (78,149)
                                                                        ----------------   ----------------
NET DECREASE IN NET ASSETS RESULTING FROM
  ACCUMULATION AND ANNUITY TRANSACTIONS...............................        (3,319,501)        (2,734,431)
                                                                        ----------------   ----------------
NET DECREASE IN NET ASSETS
  RESULTING FROM SURPLUS TRANSFERS....................................           (92,573)          (265,204)
                                                                        ----------------   ----------------
TOTAL INCREASE (DECREASE) IN NET ASSETS...............................        (4,380,103)         7,426,286
NET ASSETS:
    Beginning of year.................................................        53,204,023         45,777,737
                                                                        ----------------   ----------------
    End of year.......................................................  $     48,823,920   $     53,204,023
                                                                        ----------------   ----------------
                                                                        ----------------   ----------------
</TABLE>

                                       B3
<PAGE>
                         NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993

PRUDENTIAL'S INVESTMENT PLAN ACCOUNT

NOTE 1:  ADMINISTRATION CHARGE

The administration charge is applied daily at an effective annual rate of 0.750%
against  the net assets  of the Account.  This charge is  paid to The Prudential
Insurance Company of America (The Prudential).

NOTE 2:  TAXES

For federal  income tax  purposes,  Prudential's Investment  Plan Account  is  a
separate entity taxable as a corporation, and as such has elected to be taxed as
a  regulated investment company under Subchapter M of the Internal Revenue Code.
As a result, by distributing substantially all of its net investment income  and
net  realized capital gains, the  Account will not be  subject to federal income
tax on the investment income and capital gains so distributed.

NOTE 3:  SECURITIES SHARE TRANSACTIONS

The number of  Securities Shares purchased  and liquidated for  the years  ended
December 31, 1994 and December 31, 1993, respectively, are as follows:

<TABLE>
<CAPTION>
                                                           1994        1993
                                                        ----------  ----------
<S>                                                     <C>         <C>
Securities Shares purchased:                               120,448     118,334
Securities Shares liquidated:                            1,161,767   1,145,308
Reinvestment of dividend distributions:                  3,228,222   3,159,644
</TABLE>

NOTE 4:  SECURITIES SHARE INFORMATION

<TABLE>
<CAPTION>
           NET ASSET VALUE    DIVIDENDS FROM NET     CAPITAL GAINS
  YEAR      AT DECEMBER 31     INVESTMENT INCOME     DISTRIBUTION
- ---------  ----------------  ---------------------  ---------------

<S>        <C>               <C>                    <C>
  1990            9.3873               .2954               .5359
  1991           11.3754               .1785               .8650
  1992           11.1042               .1045              2.0436
  1993           11.2631               .0898              2.2692
  1994            9.2631               .1427              1.5380
</TABLE>

NOTE 5:  DISTRIBUTIONS

The  date of  distribution ordinarily  occurs at the  end of  the calendar year.
$61,085 and $64,096 of  the gross distributions  of $29,372,751 and  $36,160,919
were  applied to pay custodial charges for the years ended December 31, 1994 and
December 31,  1993.  The  annual  charges  were  not  in  excess  of  $3.80  per
planholder.

                                       B4
<PAGE>
PRUDENTIAL'S ANNUITY PLAN ACCOUNT

NOTE 1:  MORTALITY RISK, EXPENSE RISK, AND ADMINISTRATION CHARGES

The  mortality  risk charge,  the expense  risk  charge, and  the administration
charge, at effective annual  rates of 0.075%,  0.150%, and 0.150%,  respectively
(for  a total of 0.375%  per year), are applied daily  against the net assets of
the Account. These charges are paid to The Prudential.

NOTE 2:  TAXES

The operations of  Prudential's Annuity  Plan Account form  a part  of, and  are
taxed  with, the operations of The  Prudential. Under the Internal Revenue Code,
all ordinary income and capital gains allocated to the annuitants are not  taxed
to  The Prudential.  As a  result, the  Annuity Share  Value is  not affected by
federal income taxes on such distributions received by the Account.

NOTE 3:  NET DECREASE IN NET ASSETS RESULTING FROM SURPLUS TRANSFERS

The decrease in net assets resulting  from surplus transfers represents the  net
contributions of The Prudential to the Account.

NOTE 4:  ANNUITY SHARE INFORMATION

Payments  to  annuitants  are  based  on the  value  of  an  Annuity  Share. The
investment results of the Account  are reflected in changes  in the value of  an
Annuity  Share to  the extent  that they  are greater  or less  than the assumed
investment result  in  the annuitant's  contract.  The December  31  values  are
reflected in the annuity payments made for February of the next year.

<TABLE>
<CAPTION>
              ANNUITY SHARE VALUE AT DECEMBER 31        ANNUITY SHARE VALUE AT DECEMBER 31
  YEAR     USING A 3 1/2% ASSUMED INVESTMENT RESULT    USING A 5% ASSUMED INVESTMENT RESULT
- ---------  -----------------------------------------  ---------------------------------------

<S>        <C>                                        <C>
  1990                        2.6087                                    1.9713
  1991                        3.3758                                    2.5146
  1992                        3.8225                                    2.8064
  1993                        4.5546                                    3.2961
  1994                        4.3166                                    3.0794
</TABLE>

                                       B5
<PAGE>
PRUDENTIAL'S ANNUITY PLAN ACCOUNT-2

NOTE 1:  EQUITY OF PLANHOLDERS

Equity of planholders at December 31, 1994 is divided as follows:

<TABLE>
<CAPTION>
                                                               ACCUMULATION   ACCUMULATION
                                                                  SHARES       SHARE VALUE      EQUITY
                                                               -------------  -------------  -------------

<S>                                                            <C>            <C>            <C>
Class of contracts introduced prior to September 16, 1977          447,305     $  105.4652   $  47,175,112
Class of contracts introduced on September 16, 1977                  8,268     $   89.3888         739,062
                                                                                             -------------
                                                                                             $  47,914,174
                                                                                             -------------
                                                                                             -------------
</TABLE>

NOTE 2:  MORTALITY RISK, EXPENSE RISK, AND ADMINISTRATION CHARGES

The following charges, at effective annual rates as indicated, are applied daily
against  the net assets of the  Account attributable to the respective contracts
and are paid to The Prudential Insurance Company of America (The Prudential).

For the class of contracts introduced prior to September 16, 1977 the  mortality
risk  charge, the expense risk charge, and the administration charge are 0.100%,
0.200%, and 0.375%, respectively (for a total of 0.675% per year), during  their
accumulation period and 0.075%, 0.150%, and 0.150%, respectively (for a total of
0.375% per year), during their payout period.

For  the class of contracts introduced on September 16, 1977, the mortality risk
charge, the  expense risk  charge,  and the  administration charge  are  0.600%,
0.200%,  and 0.500%, respectively (for a total  of 1.300% per year), during both
their accumulation period and their payout period.

NOTE 3:  TAXES

The operations of Prudential's  Annuity Plan Account-2 form  a part of, and  are
taxed  with, the operations of The  Prudential. Under the Internal Revenue Code,
all  ordinary  income  and  capital  gains  allocated  to  the  annuitants   and
planholders  are not taxed to  The Prudential. As a  result, the share values of
the Account  are not  affected by  federal income  taxes on  such  distributions
received by the Account.

NOTE 4:  ACCUMULATION SHARE TRANSACTIONS

The  number of Accumulation Shares purchased  and liquidated for the years ended
December 31, 1994 and December 31, 1993, respectively, are as follows:

<TABLE>
<CAPTION>
                                                1994       1993
                                              ---------  ---------
<S>                                           <C>        <C>
Accumulation Shares purchased:                    6,413      7,045
Accumulation Shares liquidated:                  37,258     33,469
</TABLE>

                                       B6
<PAGE>
PRUDENTIAL'S ANNUITY PLAN ACCOUNT-2 (CONTINUED)

NOTE 5:  NET DECREASE IN NET ASSETS RESULTING FROM SURPLUS TRANSFERS

The decrease in net assets resulting  from surplus transfers represents the  net
contributions of The Prudential to the Account.

NOTE 6:  ACCUMULATION AND ANNUITY SHARE INFORMATION

A.  Payments  to annuitants  are based  on the  value of  an Annuity  Share. The
    investment results of the Account are  reflected in changes in the value  of
    an  Annuity  Share to  the extent  that they  are greater  or less  than the
    assumed investment  result  in the  annuitant's  contract. The  December  31
    values  are reflected in the annuity payments  made for February of the next
    year.

B.  Columns (1)  and  (2)  reflect  share values  applicable  to  the  class  of
    contracts  introduced prior to September 16, 1977 and the class of contracts
    introduced on September 16, 1977, respectively.

<TABLE>
<CAPTION>
                                      ANNUITY SHARE VALUE   ANNUITY SHARE VALUE
                                      AT DECEMBER 31 USING  AT DECEMBER 31 USING
                  ACCUMULATION                 A                     A
                  SHARE VALUE            3 1/2% ASSUMED          5% ASSUMED
   YEAR          AT DECEMBER 31        INVESTMENT RESULT     INVESTMENT RESULT
  -----     ------------------------  --------------------  --------------------
<S>         <C>          <C>          <C>        <C>        <C>        <C>
                (1)          (2)         (1)        (2)        (1)        (2)

   1990        56.3262      48.9863     2.8883     3.0797     2.1255     2.5314
   1991        75.1258      64.8977     3.7375     3.9442     2.7112     3.1957
   1992        87.7124      75.2709     4.2320     4.4216     3.0258     3.5310
   1993       107.8466      91.9758     5.0426     5.2202     3.5538     4.1093
   1994       105.4652      89.3888     4.7791     4.9023     3.3202     3.8040
</TABLE>

                                       B7
<PAGE>
                          INDEPENDENT AUDITORS' REPORT

To Planholders of Prudential's Investment Plan Account
Prudential's Annuity Plan Account
             Prudential's Annuity Plan Account-2
and the Board of Directors of The Prudential Insurance
               Company of America:

We have audited the accompanying statements of net assets of:

               Prudential's Investment Plan Account
             Prudential's Annuity Plan Account
             Prudential's Annuity Plan Account-2

of The Prudential Insurance Company of America as of December 31, 1994, and the
related statements 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 share information for each of the five years in the period then ended. These
financial statements and share information are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and share 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 share
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, 1994. 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 share information present fairly,
in all material respects, the financial position of Prudential's Investment Plan
Account, Prudential's Annuity Plan Account and Prudential's Annuity Plan
Account-2 as of December 31, 1994, the results of their operations, the changes
in their net assets, and the share information for the respective stated periods
in conformity with generally accepted accounting principles.

Deloitte & Touche LLP
Parsippany, New Jersey
February 10, 1995

                                       B8
<PAGE>
                              REPORT OF MANAGEMENT

    The  accompanying  financial statements  and all  information in  the annual
report are  the  responsibility  of  management.  They  have  been  prepared  in
conformity   with  generally  accepted  accounting  principles.  The  statements
necessarily include amounts based on management's 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   systems  of   internal  controls  for   Prudential's  Gibraltar  Fund,
Prudential's Investment  Plan Account,  Prudential's  Annuity Plan  Account  and
Prudential's  Annuity Plan Account-2  (Program) are integral  parts of those for
The  Prudential  Insurance  Company  of  America  (The  Prudential).  As   such,
management depends upon The Prudential's systems of internal controls in meeting
its  responsibilities  for  reliable  financial  statements.  These  systems are
designed to provide reasonable  assurance that assets  are safeguarded and  that
transactions  are properly recorded and executed in accordance with management's
authorization. The concept of reasonable assurance is based on the premise  that
the  cost  of internal  controls  should not  exceed  the benefits  derived. The
control environment  is enhanced  by  the selection  and training  of  competent
management,  a business ethics policy demanding the highest standards of conduct
by employees in carrying out the Program's affairs, organizational  arrangements
that  provide for  segregation of  duties and  delegation of  authority, and the
communication of accounting and operating policies and procedures throughout the
organization. In  addition, The  Prudential maintains  a professional  staff  of
internal  auditors who monitor the  Program'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,  Certified
Public  Accountants.  The independent  auditor's reports,  which appear  in this
annual report, each express an independent professional opinion on the  fairness
of  presentation of management's  financial statements. The  auditors review the
Program's  financial  and  accounting  controls  and  conduct  such  tests   and
procedures as they deem necessary under generally accepted auditing standards.

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

<TABLE>
<S>                                                 <C>
Robert P. Hill                                      Eugene M. O'Hara
Chairman of the Board                               Chief Financial Officer
The Prudential Series Fund, Inc.                    The Prudential Insurance Company of America
</TABLE>

                                       I
<PAGE>
                GLOSSARY OF TERMS FOR THE REPORT TO PLANHOLDERS
 (NOTE: ADDITIONAL EXPLANATION WILL BE FOUND IN NOTES TO FINANCIAL STATEMENTS)

ACCUMULATION  UNIT -- The measure for  determining the Planholder's share in the
separate account of a deferred  variable annuity during the accumulation  period
before  annuity  benefits  begin to  be  paid. Planholder  transactions  such as
purchase payments, transfers, and withdrawals result in changes to the number of
accumulation units  credited to  the Planholder.  Investment results  and  daily
charges affect the value of the accumulation unit.

ANNUITY  UNIT -- The measure  of the fixed number  of benefit units purchased by
the accumulation units when annuitizing via a variable payout annuity.

AMERICAN DEPOSITORY RECEIPT (ADR) -- A certificate issued by an American bank to
evidence ownership of a block of  foreign shares. The certificate can be  traded
like a share of stock.

CERTIFICATE  OF DEPOSIT (CD) -- A  short-term, interest-bearing bond issued by a
bank or a savings and loan.

COMMERCIAL PAPER -- A short-term, unsecured  promissory note issued by either  a
corporation or bank.

COMMON  STOCK  -- The  basic unit  of  ownership of  a public  corporation which
entitles stockholders to  dividend payments,  although amount  and frequency  of
dividends are not guaranteed. (see also Stock)

CONVERTIBLE  BOND -- A  bond that is  exchangeable for another  type of security
(usually common stock).

COUPON RATE  -- The  annual rate  of  interest the  issuer of  a bond  will  pay
bondholders.

LOAN  PARTICIPATION -- A  loan to a corporation  which is sold by  a bank in the
form of a short-term, unsecured promissory note.

NET ASSETS -- The term  used to designate the  total value of securities  owned,
cash, receivables, and other assets less any liabilities.

MARKET  VALUE -- The dollar value of a security on a given day, usually based on
the last sales price of that given day.

PREFERRED STOCK --  A high  quality unit of  ownership of  a public  corporation
which entitles the holder to preference over common stock holders in the payment
of dividends. (see also Stock)

PORTFOLIO TURNOVER -- A measure of portfolio trading activity.

REALIZED  GAIN/LOSS -- The amount of profit or loss from the sale of securities.
Calculated as the sale price minus the purchase price.

REPURCHASE AGREEMENT -- An agreement where an  investor loans cash to a bank  in
exchange  for a Treasury security  held as collateral and  interest on the loan.
The agreement indicates  that the  cash and  collateral are  exchanged back  the
following day. These securities are used to invest idle cash.

RESTRICTED  SECURITY --  A security  which is sold  privately because  it is not
registered with the SEC.

RIGHT -- Privilege granted to stockholders of  a company to buy shares of a  new
issue  of common stock (at a price below the public offering price) before it is
offered to the public.

STOCK -- Unit  of ownership in  a public corporation.  The value of  a share  of
stock  varies,  according  to how  buyers  and  sellers of  the  stock  view the
corporation's future success. Shareholders generally receive dividend  payments,
which  are their  part of  the corporation's  earnings. (see  also Common Stock;
Preferred Stock)

TIME DEPOSIT (TD) -- A  non-negotiable short-term, interest bearing bond  issued
by a bank or savings & loan. The maturity period can be from 1 day to 6 months.

UNREALIZED  GAIN/LOSS -- The  increase or decrease  in the value  of a security,
based on its daily market price and its original purchase price. A gain or  loss
is "unrealized" until the sale of the security.

WARRANT  -- A  security which  entitles the holder  to buy  additional shares of
common stock at a specified price (usually  higher than the market price at  the
time of issuance), over a period of years.

                                       II
<PAGE>
BOARD OF
DIRECTORS                 PRUDENTIAL'S GIBRALTAR FUND

ROBERT P. HILL             W. SCOTT McDONALD, JR.,    E. MICHAEL CAULFIELD
  CHAIRMAN AND CEO,          PhD.                       PRESIDENT,
  PRUDENTIAL DIRECT;         EXECUTIVE VICE             PRUDENTIAL PREFERRED
  CHAIRMAN OF THE BOARD      PRESIDENT,                 FINANCIAL SERVICES;
  OF THE FUND                FAIRLEIGH DICKINSON        PRESIDENT OF THE FUND
                             UNIVERSITY

          SAUL K. FENSTER, PhD.              JOSEPH WEBER, PhD.
            PRESIDENT, NEW JERSEY              VICE PRESIDENT,
            INSTITUTE OF TECHNOLOGY            INTERCLASS
                                               (INTERNATIONAL
                                               CORPORATE LEARNING)

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

BOARD OF
DIRECTORS         THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

JAMES G. AFFLECK           ROGER A. ENRICO            DONALD E. PROCKNOW
  FORMER CHAIRMAN,           CHAIRMAN AND CEO,          FORMER VICE CHAIRMAN
  AMERICAN CYANAMID          PEPSICO WORLDWIDE          AND
  COMPANY                    RESTAURANTS                CHIEF OPERATING
FRANKLIN E. AGNEW          WILLIAM H. GRAY III          OFFICER,
  BUSINESS CONSULTANT        PRESIDENT AND CEO,         AT&T TECHNOLOGIES, INC.
ROBERT A. BECK               UNITED NEGRO COLLEGE     ARTHUR F. RYAN
  CHAIRMAN-EMERITUS,         FUND, INC.                 CHAIRMAN, CEO,
  THE PRUDENTIAL           JON F. HANSON                AND PRESIDENT,
FREDERIC K. BECKER           CHAIRMAN, HAMPSHIRE        THE PRUDENTIAL
  PRESIDENT,                 MANAGEMENT COMPANY       RICHARD M. THOMSON
  WILENTZ, GOLDMAN, &      CONSTANCE J. HORNER          CHAIRMAN AND CEO,
  SPITZER                    GUEST SCHOLAR,             THE TORONTO-DOMINION
WILLIAM W. BOESCHENSTEIN     THE BROOKINGS              BANK
  FORMER CHAIRMAN,           INSTITUTION              P. ROY VAGELOS, M.D.
  OWENS-CORNING            ALLEN F. JACOBSON            FORMERLY CHAIRMAN AND
  FIBERGLAS CORPORATION      FORMER CHAIRMAN AND        CEO,
LISLE C. CARTER, JR.         CEO,                       MERCK & CO., INC.
  FORMER SENIOR VICE         MINNESOTA MINING AND     STANLEY C. VAN NESS
  PRESIDENT                  MANUFACTURING (3M)         COUNSELOR AT LAW,
  AND GENERAL COUNSEL,     GARNETT L. KEITH, JR.        PICCO MACK HERBERT
  UNITED WAY OF AMERICA      VICE CHAIRMAN,             KENNEDY
JAMES G. CULLEN              THE PRUDENTIAL             JAFFE PERRELLA & YOSKIN
  PRESIDENT,               BURTON G. MALKIEL          PAUL A. VOLCKER
  BELL ATLANTIC              PROFESSOR,                 CHAIRMAN,
  CORPORATION                PRINCETON UNIVERSITY       JAMES D. WOLFENSOHN,
CAROLYNE K. DAVIS, PhD.    JOHN R. OPEL                 INC.
  NATIONAL AND               RETIRED CHAIRMAN,        JOSEPH H. WILLIAMS
  INTERNATIONAL              IBM CORPORATION            DIRECTOR,
  HEALTH CARE ADVISOR,                                  THE WILLIAMS COMPANIES,
  ERNST & YOUNG                                         INC.

                                      III
<PAGE>
                              "NOTICE OF ELECTION"

The  Prudential Insurance Company of America is a mutual life insurance company.
Our principal office is in Newark, New  Jersey, and we are incorporated in  that
state.  By  law,  we  have  24  directors.  This  includes  16  elected  by  our
policyholders (four each year for four-year terms), two of our officers, and six
public directors named by  New Jersey's Chief Justice.  The election is held  on
the  first Tuesday in  April from 10:00 A.M.  to 2:00 P.M. in  our office at the
Secretary's address shown here. After your plan has been in force for one  year,
you  may vote either in person or by mail.  We will send you a ballot if you ask
for one. Just  write to our  Secretary at Prudential  Plaza, Newark, New  Jersey
07102-3777, at least 60 days before the election date. By law, your request must
show  your  name,  address,  plan  number  and date  of  birth.  If  you  are an
individual, you must be at least 18 years old to vote. (The election covered  by
this  notice  is  not to  be  confused with  the  election of  the  directors of
Prudential's Gibraltar Fund, for which planholders receive a voting  instruction
statement and form each year.)

                                       IV
<PAGE>
This  report is authorized for use with prospective investors only when preceded
or accompanied by current prospectuses for Systematic Investment Plan Contracts,
Variable Annuity Contracts and  Prudential's Gibraltar Fund. These  prospectuses
contain  more information concerning sales charges  and other material facts and
should be read carefully before you invest or send money.

In the past, contract owners who held several contracts of the same type, at the
same address,  received  multiple  copies  of  Annual  Reports  and  Semi-Annual
Reports.  In an  effort to  lessen waste  and to  reduce your  Fund's expense of
postage and printing,  we will now  mail only  one copy of  each contract  owner
report for your related contracts at the same address. No action on your part is
necessary.  Upon  request,  we will  furnish  you with  additional  reports. The
following telephone numbers  should be  used to request  any additional  copies.
Proxy  material and tax information will continue  to be sent to each account of
record.

                                 (612) 553-6929
                                 (612) 553-6913
<PAGE>

                PEACE OF MIND. IT COMES WITH EVERY PIECE OF THE
                                     ROCK.

               Since 1875, The Prudential has been helping
               individuals and families meet their financial
               needs. Changing times mean changing needs. Whether
               providing superior insurance protection for home,
               family, and business, providing for future
               education and retirement expenses, or offering
               innovations like our Living Needs
               Benefit-Registered Trademark- and Critical Care
               Access, Prudential people have always been able to
               deliver something more: personal service, quality,
               attention to detail, and the financial strength of
               The Rock.

               If you have questions regarding your contract(s),
               please contact your Prudential/Pruco Securities
               representative or your local office.


BULK RATE
U.S. Postage
PAID
Jersey City, N.J.
Permit No. 60

[Logo]
Printed in the U.S.A. on recycled
paper using soybean ink

FSP AR 12/94


<PAGE>


FSP

PRUDENTIAL'S GIBRALTAR FUND

GRAPH #1
How U.S. Stocks Fared Compared With Other Asset Classes.
1994 Investment Total Returns: U.S. Bonds - 3.5%; U.S. Stocks 1.3%;
Global Stocks 5.6%.


GRAPH #2
Graph represents the growth of $10,000 invested in Prudential's Gibraltar
Fund compared with the S & P 500 Index and Lipper VIP Growth Average. In
the ten years ended December 31, 1994, an investment of $10,000 would have
a value of $45,359, $38,269, and $34,760, respectively.



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