PRUDENTIALS ANNUITY PLAN ACCOUNT
N-30D, 1995-09-08
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<PAGE>

THE PRUDENTIAL [Logo]

Semi-Annual

Report to

Planholders


June 30, 1995


PRUDENTIAL'S
FINANCIAL SECURITY
PROGRAM


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>
                               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.................................    1

 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 Prudential's Gibraltar Fund...............   A2
      3.  NOTES TO THE FINANCIAL STATEMENTS...............................   A4

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

 IV.  APPENDIX
      1.  GLOSSARY........................................................    i
      2.  BOARDS OF DIRECTORS.............................................   ii
      3.  NOTICE OF ELECTION..............................................  iii
<PAGE>


                               FINANCIAL MARKETS
                                     REVIEW

STOCKS SOAR AS RATES FALL;
BEST SIX MONTHS IN 9 YEARS.

Stocks (as well as bonds) soared during the first half of 1995, with stocks
powered primarily by higher corporate profits and bonds by lower interest rates.

Stocks posted double-digit returns for the six months ended June 30, their best
six months since the period ending in April 1986. The Standard & Poor's 500
Stock Index, a broad measure of the U.S. stock market, rose 20%.

Interest rates peaked last fall when an inflation scare drove the yield of the
30-year U.S. Treasury bond to 8.2%. Eight months later on June 30, that yield
had plummeted to 6.6%, falling almost as rapidly as it rose last year. Why the
sharp change in sentiment? Last year the Federal Reserve started driving up
short-term interest rates, doubling them to 6% by February 1995, to try to slow
the rapidly growing economy. When economic growth did slow and the inflation
threat did break, interest rates began declining.

The Dow Jones Industrial Average, a very narrow but frequently cited market
average, set new records of 4000 in March and 4500 in June. Just to put the
first half's highly unusual performance in perspective, consider that the stock
market's rise in 1995 to date is more than its increase in all of 1993 and 1994
combined.

-    TECHNOLOGY stocks were turbo-charged, returning 39%, as a group. In
     companies around the globe, improving technology has helped increase
     productivity and has kept wages under control. As a result, worldwide
     demand is surging for technology-related goods and services.

-    FINANCIAL stocks, including banks, insurance and financial services
     companies, returned 27% as a group. Financial services stocks were direct
     beneficiaries of lower long-term interest rates, which made the cost of
     their raw material -- money -- cheaper.

-    ENERGY stocks rose as demand for energy from industries around the world
     began to outstrip supply for the first time in years.

PRUDENTIAL'S
GIBRALTAR FUND

SIX MONTHS ENDED JUNE 30, 1995

DEAR PLANHOLDER:

OVER THE PAST SIX MONTHS, BOTH THE U.S. STOCK AND BOND MARKETS ENJOYED THEIR
BEST PERFORMANCE IN NINE YEARS. AFTER 1994'S WEAK SHOWING, BOTH MARKETS CAME
ROARING BACK IN THE FIRST SIX MONTHS OF THIS YEAR WITH DOUBLE-DIGIT RETURNS.
THESE RESULTS SHOW WHY IT MAY BE HELPFUL TO STAY THE COURSE.

HISTORY SHOWS THAT STOCKS TEND TO PERFORM BETTER THAN OTHER INVESTMENTS IN THE
LONG RUN -- DESPITE SHORT-TERM VOLATILITY. WE APPRECIATE THE CONFIDENCE YOU HAVE
SHOWN IN US BY ENTRUSTING YOUR ASSETS TO PRUDENTIAL'S GIBRALTAR FUND.

WE'VE WRITTEN THIS REPORT TO EXPLAIN THE INVESTMENT STRATEGIES AND PERFORMANCE
OF THE FUND OVER THE LAST SIX MONTHS. WE CONCLUDE WITH OUR OUTLOOK FOR THE
SECOND HALF OF 1995. IN SHORT, WE EXPECT THE POSITIVE MOMENTUM TO CONTINUE,
ALBEIT AT A MUCH SLOWER PACE. WE DO NOT EXPECT A REPEAT OF THE FIRST HALF'S
UNUSUALLY ROBUST PERFORMANCE ANY TIME SOON.

IMPORTANT NOTE:

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 FUND. CHANGES IN CONTRACT
VALUES DEPEND NOT ONLY ON THE INVESTMENT PERFORMANCE OF THE FUND, BUT ALSO ON
THE INSURANCE AND ADMINISTRATIVE CHARGES, APPLICABLE SALES CHARGES, AND THE
MORTALITY AND EXPENSE RISK CHARGE 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.



<PAGE>


                          INVESTMENT ADVISOR'S OUTLOOK

WE'VE HAD A HIGHLY UNUSUAL RETURN FOR STOCKS IN A SIX-MONTH PERIOD -- THE BEST
IN NINE YEARS. WE THINK IT WILL BE NEARLY IMPOSSIBLE TO REPEAT ANYTIME SOON.
WE'RE EXPECTING RETURNS TO BE IN THE RANGE OF 8-10% A YEAR FROM THE STOCK MARKET
IN THE NEXT FEW YEARS, AND ENCOURAGE YOU TO ADJUST YOUR EXPECTATIONS AS WELL.


HOW THE MARKETS COMPARE
Total Returns By Asset Class

                                                    26.1%

                           13.7%

                      11.2%

                           13.6%

                         12.6%

                                         1 year: 6/30/94 to 6/30/95
                     10.0%
                                         20 years: Average Annual Returns
          4.9%
                7.7%
0         5         10        15        20        25        30%

*Lehman Aggregate start date is as of 12/31/75

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

Financial Markets change, so an investment's past performance should never be
used to predict future results. This chart compares the 12-month total return
and the average annual total return over 20 years (both including reinvested
dividends) for various categories. There are different risks associated with
each investment sector, which should be considered before investing.


                                   U.S. STOCKS

                                     OUTLOOK

We think the stock market's risk level has gone up, not just because stock
prices are higher now than they were at the beginning of the year, but also
because the economy may be slowing down. Stocks generally don't thrive in a slow
economy, which usually is accompanied by lower corporate earnings.

-    We still like financial stocks; these companies will profit as the economy
     slows and interest rates fall.

-    Electric utilities can benefit from falling interest rates. And a slowdown
     in the pace of competition-enhancing regulatory changes continues to help
     prices.  We believe this is only a short-term phenomenon, however.

-    We like consumer cyclical stocks, like retailers and automobile
     manufacturers because they have already discounted a recession and are
     priced to benefit as the stock market begins to anticipate another pickup
     in economic growth later this year or early next year.

                                  CAN WE HELP?

WE HOPE THE FIRST HALF OF THE YEAR HAS BEEN GOOD TO YOU, AND WISH YOU CONTINUED
HAPPY RETURNS FOR THE REST OF 1995.

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 OFTEN VOLATILE
FINANCIAL MARKETS. WE URGE YOU TO TAKE ADVANTAGE OF YOUR REPRESENTATIVE'S
TRAINING AND EXPERIENCE TO HELP YOU MANAGE YOUR INSURANCE NEEDS 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


<PAGE>


PRUDENTIAL'S GIBRALTAR FUND


The Fund gained 15.6% during the six months ended June 30, in line with the
Lipper VIP Growth Fund Average.

Using a value investment strategy, the Fund buys stocks that are inexpensively
priced in relation to certain financial measures of business worth, including
earnings, book value and cash flow.

The Fund has a new manager: Greg Goldberg, effective in June. Greg manages
several mutual funds for The Prudential:  Prudential Allocation Fund --
Conservatively Managed and Strategy Portfolios and Prudential Multi-Sector Fund.

Our positions were concentrated primarily in the industrial, technology and
consumer growth sectors of the market -- three of the four leading sectors for
the first half of 1995. During this period, we increased our holdings in
industrial stocks to 46% of assets from 42%, our technology position to 17% from
15% and our consumer growth allocation to 16% from 15%.

The Fund's cash position rose as high as 14% of assets during the period, as we
took profits and searched for value, but it was as low as 2% at the beginning of
the year and was 3% on June 30.

-------------------------------------------------------------------------------
VALUE OF $10,000 INVESTED IN GIBRALTAR FUND VS. S&P 500 AND LIPPER VIP GROWTH
AVERAGE OVER TEN YEARS(1)

$45,000
        - - -   S&P 500 $25,961
        -----   Lipper VIP Growth Avg $24,650
35,000  =====   Gibraltar Fund $24,796


25,000


15,000

85   86   87   88   89   90   91   92   93   94

-------------------------------------------------------------------------------
AVERAGE ANNUAL RETURNS THROUGH JUNE 30, 1995

                              Six       One       Three     Five      Ten
                              Month     Year      Year      Year      Year

Gibraltar Fund                15.6%     16.8%     18.4%     16.3%     15.9%

Lipper VIP Growth Avg.(2)     17.6      23.0      13.3      11.9      13.6

S&P 500                       20.2      26.1      13.3      12.1      14.7

INCEPTION DATE: 3/14/68


(1) Past performance is not predictive of future performance. Fund performance
does not reflect Separate Account expenses or other product charges.

(2) 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 S&P 500 is a capital weighted index, representing the aggregate market value
of the common equity of 500 stocks primarily traded on the New York Stock
Exchange. The S&P 500 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 Fund. The securities that comprise the
S&P 500 may differ substantially from the securities in the Fund. The S&P 500 is
not the only index that may be used to characterize performance of this Fund and
other indexes 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.


DATA BANK

PORTFOLIO MANAGER
GREG GOLDBERG
-------------------------------------

HOW THE FUND IS INVESTED
SECTOR ALLOCATION
AS OF 6/30/95

Industrial. . . . . .    46%
Technology. . . . . .    17
Consumer Growth . . .    16
Finance . . . . . . .     7
Utility . . . . . . .     6
Consumer Cyclical . .     3
Energy. . . . . . . .     2
Cash. . . . . . . . .     3


[GRAPH]


TOP FIVE HOLDINGS
AS A % OF TOTAL NET ASSETS ON 6/30/95
-------------------------------------

Williamette Holdings. .  4.2%
Precision Casting . . .  3.8
Frontier Corp . . . . .  3.8
United Technology . . .  3.7
Archer Daniels. . . . .  3.5





<PAGE>
                            FINANCIAL STATEMENTS OF
                          PRUDENTIAL'S GIBRALTAR FUND

<TABLE>
<CAPTION>
STATEMENT OF ASSETS AND LIABILITIES
(UNAUDITED)
June 30, 1995
<S>                                              <C>
  ASSETS
    Investments, at value (cost:
      $227,760,651)............................  $  264,253,326
    Cash.......................................           2,358
    Interest and dividends receivable..........         187,006
                                                 --------------
      Total Assets.............................     264,442,690
                                                 --------------
  LIABILITIES
    Accrued expenses...........................          43,860
    Payable for securities purchased...........          76,938
    Payable to investment adviser..............          80,291
                                                 --------------
      Total Liabilities........................         201,089
                                                 --------------
  NET ASSETS...................................  $  264,241,601
                                                 --------------
                                                 --------------
    Net assets were comprised of:
      Common stock, at $1 par value............  $   24,315,000
      Paid-in capital, in excess of par........     197,841,269
                                                 --------------
                                                    222,156,269
    Undistributed net investment income........       1,947,531
    Accumulated net realized gains.............       3,645,126
    Net unrealized appreciation................      36,492,675
                                                 --------------
    Net assets, June 30, 1995..................  $  264,241,601
                                                 --------------
                                                 --------------
    Net asset value per share of 24,315,000
      outstanding shares of common stock
      (authorized 75,000,000 shares)...........  $      10.8674
                                                 --------------
                                                 --------------
</TABLE>

<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS
(UNAUDITED)
Six Months Ended June 30, 1995
<S>                                              <C>
  INVESTMENT INCOME
    Dividends (net of $1,110 foreign
      withholding tax).........................  $     1,856,490
    Interest...................................          565,535
                                                 ---------------
                                                       2,422,025
                                                 ---------------
  EXPENSES
    Investment management fee..................          156,615
    State franchise tax expense................           17,195
    Directors' expense.........................            3,561
    Custodian expense -- net...................            2,480
                                                 ---------------
                                                         179,851
                                                 ---------------
  NET INVESTMENT INCOME........................        2,242,174
                                                 ---------------
  NET REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS
    Net realized gain on investments
      [identified cost basis]..................        5,543,345
    Net unrealized gain on investments.........       29,021,626
                                                 ---------------
  NET GAIN ON INVESTMENTS......................       34,564,971
                                                 ---------------
  NET INCREASE IN NET ASSETS RESULTING FROM
  OPERATIONS...................................  $    36,807,145
                                                 ---------------
                                                 ---------------
</TABLE>

<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS
                                                                                              SIX MONTHS ENDED
                                                                                               JUNE 30, 1995         YEAR ENDED
                                                                                                (UNAUDITED)       DECEMBER 31, 1994
                                                                                             ------------------  -------------------
<S>                                                                                          <C>                 <C>
  OPERATIONS:
    Net investment income..................................................................   $      2,242,174     $     5,060,650
    Net realized gain on investments.......................................................          5,543,345          16,126,282
    Net unrealized gain(loss) on investments...............................................         29,021,626         (24,285,324)
                                                                                             ------------------  -------------------
    NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS........................         36,807,145          (3,098,392)
                                                                                             ------------------  -------------------
  DIVIDENDS TO SHAREHOLDERS FROM:
    Net investment income..................................................................                  0          (5,085,500)
    Net realized gain from investment transactions.........................................                  0         (34,178,638)
                                                                                             ------------------  -------------------
    TOTAL DIVIDENDS TO SHAREHOLDERS........................................................                  0         (39,264,138)
                                                                                             ------------------  -------------------
  CAPITAL TRANSACTIONS:
    Reinvestment of dividend distributions [-0- and 4,008,764 shares, respectively]........                  0          38,225,359
    Capital stock repurchased [(1,488,061) and (1,619,845) shares, respectively]...........        (15,069,854)        (17,638,028)
                                                                                             ------------------  -------------------
    NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL TRANSACTIONS..............        (15,069,854)         20,587,331
                                                                                             ------------------  -------------------
  TOTAL INCREASE (DECREASE)
  IN NET ASSETS............................................................................         21,737,291         (21,775,199)
  NET ASSETS:
    Beginning of period....................................................................        242,504,310         264,279,509
                                                                                             ------------------  -------------------
    End of period..........................................................................   $    264,241,601     $   242,504,310
                                                                                             ------------------  -------------------
                                                                                             ------------------  -------------------
</TABLE>

             SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A4 AND A5.

                                       A1
<PAGE>
                          PRUDENTIAL'S GIBRALTAR FUND

JUNE 30, 1995 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                       MARKET
COMMON STOCKS -- 97.3%                                 SHARES          VALUE
                                                    -------------  --------------
<S>                                                 <C>            <C>
AEROSPACE -- 11.8%
  Boeing Co.......................................        120,000  $    7,515,000
  +Coltec Industries, Inc.........................        225,000       3,881,250
  Precision Castparts Corp........................        285,000      10,010,625
  United Technologies Corp........................        125,000       9,765,625
                                                                   --------------
                                                                       31,172,500
                                                                   --------------
AIRLINES -- 1.8%
  Southwest Airlines Co...........................        200,000       4,775,000
                                                                   --------------
AUTOS - CARS & TRUCKS -- 2.3%
  General Motors Corp. (Class 'H' Stock)..........        100,000       3,950,000
  Standard Products Co............................         95,000       2,066,250
                                                                   --------------
                                                                        6,016,250
                                                                   --------------
BANKS AND SAVINGS & LOANS -- 1.0%
  Norwest Corp....................................         75,000       2,156,250
  +Riggs National Corp............................         70,000         682,500
                                                                   --------------
                                                                        2,838,750
                                                                   --------------
CHEMICALS -- 4.4%
  A. Schulman, Inc................................         94,875       2,703,938
  E.I. Du Pont de Nemours & Co....................         45,100       3,100,625
  Sigma-Aldrich Corp..............................        120,000       5,895,000
                                                                   --------------
                                                                       11,699,563
                                                                   --------------
CHEMICALS - SPECIALTY -- 4.2%
  Raychem Corp....................................        200,000       7,675,000
  Witco Corp......................................        110,000       3,547,500
                                                                   --------------
                                                                       11,222,500
                                                                   --------------
COMMERCIAL SERVICES -- 1.5%
  Measurex Corp...................................        130,000       3,948,750
                                                                   --------------
COMPUTER SERVICES -- 2.0%
  +Cisco Systems, Inc.............................         32,500       1,643,281
  +Western Digital Corp...........................         50,000         868,750
  +Zilog, Inc.....................................         55,500       2,768,063
                                                                   --------------
                                                                        5,280,094
                                                                   --------------
DIVERSIFIED GAS -- 1.0%
  Mitchell Energy & Development Corp. (Class 'A'
    Stock)........................................         60,000       1,095,000
  Mitchell Energy & Development Corp. (Class 'B'
    Stock)........................................         84,350       1,507,756
                                                                   --------------
                                                                        2,602,756
                                                                   --------------
DIVERSIFIED OFFICE EQUIPMENT -- 2.5%
  Honeywell, Inc..................................         90,000       3,881,250
  International Business Machines Corp............         28,000       2,688,000
                                                                   --------------
                                                                        6,569,250
                                                                   --------------
DRUGS AND HOSPITAL SUPPLIES -- 3.6%
  +ALZA Corp......................................        200,000       4,675,000
  IVAX Corp.......................................        200,000       4,925,000
                                                                   --------------
                                                                        9,600,000
                                                                   --------------
ELECTRICAL EQUIPMENT -- 2.2%
  Belden, Inc.....................................         60,000       1,620,000
  W.W. Grainger, Inc..............................         70,000       4,112,500
                                                                   --------------
                                                                        5,732,500
                                                                   --------------
ELECTRONICS -- 8.6%
  +ADT Ltd........................................        225,000       2,643,750
  +Arrow Electronics, Inc.........................        110,000       5,472,500
  +Cirrus Logic, Inc..............................         31,500       1,974,656
</TABLE>

JUNE 30, 1995 (UNAUDITED)
<TABLE>
<CAPTION>
                                                                       MARKET
COMMON STOCKS (CONTINUED)                              SHARES          VALUE
                                                    -------------  --------------
<S>                                                 <C>            <C>
  +Marshall Industries............................        120,000  $    4,020,000
  Methode Electronics, Inc. (Class 'A' Stock).....        225,000       4,331,250
  Sundstrand Corp.................................         70,000       4,182,500
                                                                   --------------
                                                                       22,624,656
                                                                   --------------
FINANCIAL SERVICES -- 2.4%
  American Express Co.............................        125,000       4,390,625
  Salomon, Inc....................................         50,000       2,006,250
                                                                   --------------
                                                                        6,396,875
                                                                   --------------
FOODS -- 5.7%
  Archer-Daniels-Midland Co.......................        495,000       9,219,375
  Dole Food Co., Inc..............................        200,000       5,825,000
                                                                   --------------
                                                                       15,044,375
                                                                   --------------
FOREST PRODUCTS -- 5.7%
  Mosinee Paper Corp..............................         49,830       1,071,345
  Weyerhaeuser Co.................................         60,000       2,827,500
  Willamette Industries, Inc......................        200,000      11,100,000
                                                                   --------------
                                                                       14,998,845
                                                                   --------------
INSURANCE -- 2.7%
  Aon Corp........................................         65,000       2,421,250
  Progressive Corp................................        125,000       4,796,875
                                                                   --------------
                                                                        7,218,125
                                                                   --------------
LEISURE -- 1.4%
  +MGM Grand, Inc.................................        131,000       3,586,125
                                                                   --------------
MACHINERY -- 2.8%
  Eaton Corp......................................         25,000       1,453,125
  Timken Co.......................................        130,000       5,996,250
                                                                   --------------
                                                                        7,449,375
                                                                   --------------
MEDIA -- 1.7%
  +Viacom, Inc. (Class 'B' Stock).................         95,000       4,405,625
                                                                   --------------
MINERAL RESOURCES -- 0.5%
  Potash Corp. of Saskatchewan, Inc...............         25,000       1,396,875
                                                                   --------------
MISCELLANEOUS - BASIC INDUSTRY -- 8.2%
  Air Express International Corp..................        105,400       2,476,900
  Carlisle Companies, Inc.........................         30,000       1,147,500
  GATX Corp.......................................         50,000       2,356,250
  Mark IV Industries, Inc.........................         21,990         472,785
  Millipore Corp..................................         15,000       1,012,500
  Topps Company, Inc..............................        121,000         756,250
  Trinity Industries, Inc.........................        260,000       8,645,000
  Tyco International Ltd..........................         90,000       4,860,000
                                                                   --------------
                                                                       21,727,185
                                                                   --------------
MISCELLANEOUS - CONSUMER GROWTH/STABLE -- 1.6%
  Eastman Kodak Co................................         70,000       4,243,750
                                                                   --------------
PETROLEUM -- 4.7%
  Cabot Corp......................................        160,000       8,440,000
  Diamond Shamrock, Inc...........................         51,000       1,313,250
  KN Energy, Inc..................................        100,374       2,546,990
                                                                   --------------
                                                                       12,300,240
                                                                   --------------
PETROLEUM SERVICES -- 0.9%
  Sonat, Inc......................................         75,000       2,287,500
                                                                   --------------
RAILROADS -- 3.8%
  CSX Corp........................................         35,000       2,629,375
  Kansas City Southern Industries, Inc............        200,000       7,450,000
                                                                   --------------
                                                                       10,079,375
                                                                   --------------
</TABLE>

                                       A2
<PAGE>
                    PRUDENTIAL'S GIBRALTAR FUND (CONTINUED)
JUNE 30, 1995 (UNAUDITED)
<TABLE>
<CAPTION>
                                                                       MARKET
COMMON STOCKS (CONTINUED)                              SHARES          VALUE
                                                    -------------  --------------
<S>                                                 <C>            <C>
REAL ESTATE DEVELOPMENT -- 1.0%
  Duke Realty Investments, Inc....................         50,000  $    1,412,500
  Equity Residential Properties Trust.............         40,000       1,115,000
                                                                   --------------
                                                                        2,527,500
                                                                   --------------
RETAIL -- 0.8%
  Stride Rite Corp................................        210,300       2,181,862
                                                                   --------------
RUBBER -- 1.2%
  Bandag, Inc.....................................         50,000       3,125,000
                                                                   --------------
TELECOMMUNICATIONS -- 4.5%
  Frontier Corp...................................        416,500       9,996,000
  TCA Cable TV, Inc...............................         75,000       2,006,250
                                                                   --------------
                                                                       12,002,250
                                                                   --------------
TRUCKING/SHIPPING -- 0.8%
  +Interpool, Inc.................................        155,000       2,111,875
                                                                   --------------
TOTAL COMMON STOCKS
  (Cost $220,672,651)............................................     257,165,326
                                                                   --------------
<CAPTION>

                                                      PRINCIPAL
SHORT-TERM INVESTMENTS -- 2.7%                         AMOUNT          VALUE
                                                    -------------  --------------
<S>                                                 <C>            <C>
BANK-RELATED INSTRUMENTS
  Fuji Bank Ltd., C.D.,
    6.313%, 07/03/95..............................      7,088,000       7,088,000
                                                                   --------------
LIABILITIES -- 0.0%
  (net of other assets)..........................................         (11,725)
                                                                   --------------
TOTAL NET ASSETS -- 100.0%.......................................  $  264,241,601
                                                                   --------------
                                                                   --------------
<FN>

The following abbreviations are used in portfolio descriptions:

    C.D.                Certificates of Deposit

+No dividend was paid on this security during the 12 months ending June 30,
 1995.
</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 PERIODS ENDED JUNE 30, 1995 (UNAUDITED) AND DECEMBER 31, 1994

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  period  ended  June  30,  1995,  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  period  ended June  30,  1995  was
$98,143,420 and $106,494,217, 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:                       $ 39,128,091
Gross Unrealized Depreciation:                         (2,635,416)
Net Unrealized Appreciation/Depreciation:              36,492,675
Tax Basis:                                            227,760,651
</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
                           ------------------------------------------------------------------------------------------------------
                            01/01/95     01/01/94     01/01/93     01/01/92     01/01/91     01/01/90     01/01/89     01/01/88
                               TO           TO           TO           TO           TO           TO           TO           TO
                            06/30/95     12/31/94     12/31/93     12/31/92     12/31/91     12/31/90     12/31/89     12/31/88
                           -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
<S>                        <C>          <C>          <C>          <C>          <C>          <C>          <C>          <C>
Net Asset Value at
  beginning of period....   $   9.398    $  11.287    $  11.133    $  11.390    $   9.400    $  10.590    $  10.290    $   9.190
                           -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
Income From Investment
  Operations:
Net investment income....       0.089        0.214        0.180        0.184        0.220        0.340        0.360        0.310
Net realized and
  unrealized gains
  (losses) on
  investments............       1.380       (0.405)       2.426        1.771        2.900       (0.640)       1.920        2.000
                           -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
    Total from investment
    operations...........       1.469       (0.191)       2.606        1.955        3.120       (0.300)       2.280        2.310
Distributions to
  Shareholders:
Distributions from net
  investment income......       0.000       (0.216)      (0.188)      (0.193)      (0.260)      (0.370)      (0.370)      (0.370)
Distributions from net
  realized gains.........       0.000       (1.482)      (2.264)      (2.019)      (0.870)      (0.520)      (1.610)      (0.840)
                           -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
    Total
    distributions........       0.000       (1.698)      (2.452)      (2.212)      (1.130)      (0.890)      (1.980)      (1.210)
Net increase (decrease)
  in Net Asset Value.....       1.469       (1.889)       0.154       (0.257)       1.990       (1.190)       0.300        1.100
                           -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
Net Asset Value at end of
  period.................   $  10.867    $   9.398    $  11.287    $  11.133    $  11.390    $   9.400    $  10.590    $  10.290
                           -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
                           -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
Total Investment Rate of
  Return:**..............       15.63%       (1.33%)      23.79 %      17.60 %      34.40 %      (2.80 %)      22.30 %      25.60%
Ratios/Supplemental Data:
Net assets at end of
  period (in millions)...      $264.2       $242.5       $264.3       $230.1       $214.2       $174.4       $197.0       $183.3
Ratio of expenses net of
  reimbursement to
  average net assets.....        0.07 %       0.15 %       0.16 %       0.19 %       0.19 %       0.21 %       0.16 %       0.16%
Ratio of net investment
  income to average net
  assets.................        0.89 %       1.98 %       1.45 %       1.58 %       1.98 %       3.38 %       3.19 %       2.95%
Portfolio turnover
  rate...................       41.80 %      92.49 %      91.83 %      72.82 %      76.35 %     108.08 %      66.79 %      31.69%
Number of shares
  outstanding at end of
  period (in millions)...        24.3         25.8         23.4         20.7         18.8         18.6         18.6         17.8

<CAPTION>

                            01/01/87     01/01/86
                               TO           TO
                            12/31/87     12/31/86
                           -----------  -----------
<S>                        <C>          <C>
Net Asset Value at
  beginning of period....   $  12.440    $  14.660
                           -----------  -----------
Income From Investment
  Operations:
Net investment income....       0.400        0.360
Net realized and
  unrealized gains
  (losses) on
  investments............       0.230        1.650
                           -----------  -----------
    Total from investment
    operations...........       0.630        2.010
Distributions to
  Shareholders:
Distributions from net
  investment income......      (0.650)      (0.450)
Distributions from net
  realized gains.........      (3.230)      (3.780)
                           -----------  -----------
    Total
    distributions........      (3.880)      (4.230)
Net increase (decrease)
  in Net Asset Value.....      (3.250)      (2.220)
                           -----------  -----------
Net Asset Value at end of
  period.................   $   9.190    $  12.440
                           -----------  -----------
                           -----------  -----------
Total Investment Rate of
  Return:**..............        2.53 %      15.73 %
Ratios/Supplemental Data:
Net assets at end of
  period (in millions)...      $170.0       $186.5
Ratio of expenses net of
  reimbursement to
  average net assets.....        0.15 %       0.16 %
Ratio of net investment
  income to average net
  assets.................        3.11 %       2.76 %
Portfolio turnover
  rate...................       31.53 %      67.56 %
Number of shares
  outstanding at end of
  period (in millions)...        18.5         15.0
</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>
                            FINANCIAL STATEMENTS OF
                      PRUDENTIAL'S INVESTMENT PLAN ACCOUNT

<TABLE>
<CAPTION>
STATEMENT OF NET ASSETS (UNAUDITED)
June 30, 1995
<S>                                                            <C>
  Investment in 19,442,773 shares of
    Prudential's Gibraltar Fund at net
    asset value of $10.8674 per share
      (Cost: $193,698,354).................................    $    211,292,971
  Accrued expenses.........................................             (42,972)
                                                               ----------------
  NET ASSETS...............................................    $    211,249,999
                                                               ----------------
                                                               ----------------

  Net assets were comprised of:
  Paid-in capital..........................................    $    194,424,488
  Distributions in excess of net
    investment income......................................          (4,458,393)
  Accumulated net realized gains...........................           3,689,287
  Net unrealized appreciation..............................          17,594,617
                                                               ----------------
  Net assets, June 30, 1995................................    $    211,249,999
                                                               ----------------
                                                               ----------------
  Net asset value per share of
    19,794,324 outstanding
    Securities Shares......................................    $        10.6723
                                                               ----------------
                                                               ----------------
</TABLE>

<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS (UNAUDITED)
Period Ended June 30, 1995
<S>                                                             <C>
  INVESTMENT INCOME
    Dividend distributions received.........................    $             0
  EXPENSES
    Administration charge [Note 1]..........................            743,995
                                                                ---------------
  NET INVESTMENT LOSS.......................................           (743,995)
                                                                ---------------
  NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
    Capital gains distributions received....................                  0
    Realized loss on shares redeemed
      [identified cost basis]...............................           (920,675)
    Net unrealized gain on investments......................         30,081,389
                                                                ---------------
  NET GAIN ON INVESTMENTS...................................         29,160,714
                                                                ---------------
  NET INCREASE IN NET ASSETS
    RESULTING FROM OPERATIONS...............................    $    28,416,719
                                                                ---------------
                                                                ---------------
</TABLE>

<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS
                                           PERIOD ENDED
                                          JUNE 30, 1995           YEAR ENDED
                                           (UNAUDITED)         DECEMBER 31, 1994
                                        ------------------     -----------------
<S>                                     <C>                    <C>
  OPERATIONS:
    Net investment income (loss)....     $      (743,995)       $     2,504,877
    Capital gains distributions
     received.......................                   0             26,877,899
    Realized loss on shares
     redeemed.......................            (920,675)              (111,234)
    Net unrealized gain (loss) on
     investments....................          30,081,389            (33,217,396)
                                        ------------------     -----------------
  NET INCREASE (DECREASE) IN NET
    ASSETS
    RESULTING FROM OPERATIONS.......          28,416,719             (3,945,854)
                                        ------------------     -----------------
  DIVIDENDS TO PLANHOLDERS FROM
    [NOTE 5]:
    Net investment income...........                   0             (6,180,311)
    Net realized gain from
     investment transactions........                   0            (23,192,440)
                                        ------------------     -----------------
  TOTAL DIVIDENDS TO PLANHOLDERS....                   0            (29,372,751)
                                        ------------------     -----------------
  SECURITIES SHARES TRANSACTIONS:
    Purchase payments...............             225,917             30,028,358
    Security Shares liquidated......          (8,597,554)           (13,361,790)
                                        ------------------     -----------------
  NET INCREASE (DECREASE) IN NET
    ASSETS RESULTING
    FROM SECURITIES SHARES
    TRANSACTIONS....................          (8,371,637)            16,666,568
                                        ------------------     -----------------
  TOTAL INCREASE (DECREASE) IN NET
    ASSETS..........................          20,045,082            (16,652,037)
  NET ASSETS:
    Beginning of period.............         191,204,917            207,856,954
                                        ------------------     -----------------
    End of period...................     $   211,249,999        $   191,204,917
                                        ------------------     -----------------
                                        ------------------     -----------------
</TABLE>

                 SEE NOTES TO FINANCIAL STATEMENTS ON PAGE B4.

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

<TABLE>
<CAPTION>
STATEMENT OF NET ASSETS (UNAUDITED)
June 30, 1995
<S>                                                            <C>
  Investment in 234,102 shares of
    Prudential's Gibraltar Fund at net
    asset value of $10.8674 per share
      (Cost: $2,206,167)...................................    $      2,544,087
  Accrued expenses.........................................                 (39)
                                                               ----------------
  NET ASSETS...............................................    $      2,544,048
                                                               ----------------
                                                               ----------------
  NET ASSETS, representing:
    Equity of annuitants [Note 4]..........................           2,380,160
    Equity of The Prudential
      Insurance Company
      of America...........................................             163,888
                                                               ----------------
                                                               $      2,544,048
                                                               ----------------
                                                               ----------------
</TABLE>

<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS (UNAUDITED)
Period Ended June 30, 1995
<S>                                                             <C>
  INVESTMENT INCOME
    Dividend distributions received.........................    $             0
  EXPENSES
    Charges to annuitants for assuming mortality
      and expense risks and for administration [Note 1].....              4,361
                                                                ---------------
  NET INVESTMENT LOSS.......................................             (4,361)
                                                                ---------------
  NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
    Capital gains distributions received....................                  0
    Realized loss on shares redeemed
      [identified cost basis]...............................             (5,667)
    Net unrealized gain on investments......................            379,387
                                                                ---------------
  NET GAIN ON INVESTMENTS...................................            373,720
                                                                ---------------
  NET INCREASE IN NET ASSETS
    RESULTING FROM OPERATIONS...............................    $       369,359
                                                                ---------------
                                                                ---------------
</TABLE>

<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS
                                           PERIOD ENDED
                                          JUNE 30, 1995           YEAR ENDED
                                           (UNAUDITED)         DECEMBER 31, 1994
                                        ------------------     -----------------
<S>                                     <C>                    <C>
  OPERATIONS:
    Net investment income (loss)....     $        (4,361)       $        43,010
    Capital gains distributions
     received.......................                   0                362,212
    Realized gain (loss) on shares
     redeemed.......................              (5,667)                 5,575
    Net unrealized gain (loss) on
     investments....................             379,387               (446,695)
                                        ------------------     -----------------
  NET INCREASE (DECREASE) IN NET
    ASSETS
    RESULTING FROM OPERATIONS.......             369,359                (35,898)
                                        ------------------     -----------------
  ANNUITY BENEFIT PAYMENTS..........            (192,280)              (521,684)
                                        ------------------     -----------------
  NET DECREASE IN NET ASSETS
    RESULTING
    FROM SURPLUS TRANSFERS..........             (77,423)              (178,479)
                                        ------------------     -----------------
  TOTAL INCREASE (DECREASE) IN NET
    ASSETS..........................              99,656               (736,061)
  NET ASSETS:
    Beginning of period.............           2,444,392              3,180,453
                                        ------------------     -----------------
    End of period...................     $     2,544,048        $     2,444,392
                                        ------------------     -----------------
                                        ------------------     -----------------
</TABLE>

                 SEE NOTES TO FINANCIAL STATEMENTS ON PAGE B5.

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

<TABLE>
<CAPTION>
STATEMENT OF NET ASSETS (UNAUDITED)
June 30, 1995
<S>                                                            <C>
  Investment in 4,638,125 shares of
    Prudential's Gibraltar Fund at net
    asset value of $10.8674 per share
      (Cost: $41,725,686)..................................    $     50,404,499
  Accrued expenses.........................................              (2,038)
                                                               ----------------
  NET ASSETS...............................................    $     50,402,461
                                                               ----------------
                                                               ----------------
  NET ASSETS, representing:
    Equity of planholders [Notes 1 & 6]....................    $     49,622,167
    Equity of annuitants [Note 6]..........................             517,844
    Equity of The Prudential Insurance
      Company of America...................................             262,450
                                                               ----------------
                                                               $     50,402,461
                                                               ----------------
                                                               ----------------
</TABLE>

<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS (UNAUDITED)
Period Ended June 30, 1995
<S>                                                             <C>
  INVESTMENT INCOME
    Dividend distributions received.........................    $             0
  EXPENSES
    Charges to planholders and annuitants
      for assuming mortality and expense
      risks and for administration [Note 2].................            164,869
                                                                ---------------
  NET INVESTMENT LOSS.......................................           (164,869)
                                                                ---------------
  NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
    Capital gains distributions received....................                  0
    Realized loss on shares redeemed
      [identified cost basis]...............................           (419,728)
    Net unrealized gain on investments......................          7,692,309
                                                                ---------------
  NET GAIN ON INVESTMENTS...................................          7,272,581
                                                                ---------------
  NET INCREASE IN NET ASSETS
    RESULTING FROM OPERATIONS...............................    $     7,107,712
                                                                ---------------
                                                                ---------------
</TABLE>

<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS
                                           PERIOD ENDED
                                          JUNE 30, 1995           YEAR ENDED
                                           (UNAUDITED)         DECEMBER 31, 1994
                                        ------------------     -----------------
<S>                                     <C>                    <C>
  OPERATIONS:
    Net investment income (loss)....     $      (164,869)       $       686,137
    Capital gains distributions
     received.......................                   0              6,938,526
    Realized loss on shares
     redeemed.......................            (419,728)              (193,248)
    Net unrealized gain (loss) on
     investments....................           7,692,309             (8,399,444)
                                        ------------------     -----------------
  NET INCREASE (DECREASE) IN NET
    ASSETS
    RESULTING FROM OPERATIONS.......           7,107,712               (968,029)
                                        ------------------     -----------------
  ACCUMULATION AND ANNUITY
    TRANSACTIONS:
    Purchase payments...............           1,126,888                761,329
    Accumulation Shares
     liquidated.....................          (6,246,123)            (4,000,211)
    Annuity benefit payments........             (39,348)               (80,619)
                                        ------------------     -----------------
  NET DECREASE IN NET ASSETS
    RESULTING FROM
    ACCUMULATION AND ANNUITY
    TRANSACTIONS....................          (5,158,583)            (3,319,501)
                                        ------------------     -----------------
  NET DECREASE IN NET ASSETS
    RESULTING FROM SURPLUS
    TRANSFERS.......................            (370,588)               (92,573)
                                        ------------------     -----------------
  TOTAL INCREASE (DECREASE) IN NET
    ASSETS..........................           1,578,541             (4,380,103)
  NET ASSETS:
    Beginning of period.............          48,823,920             53,204,023
                                        ------------------     -----------------
    End of period...................     $    50,402,461        $    48,823,920
                                        ------------------     -----------------
                                        ------------------     -----------------
</TABLE>

             SEE NOTES TO FINANCIAL STATEMENTS ON PAGES B6 AND B7.

                                       B3
<PAGE>
                         NOTES TO FINANCIAL STATEMENTS
     FOR THE PERIODS ENDED JUNE 30, 1995 (UNAUDITED) AND DECEMBER 31, 1994

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 periods  ended
June 30, 1995 and December 31, 1994, respectively, are as follows:

<TABLE>
<CAPTION>
                                                           1995        1994
                                                        ----------  ----------
<S>                                                     <C>         <C>
Securities Shares purchased:                                53,307      78,232
Securities Shares liquidated:                              900,580     669,145
Reinvestment of dividend distributions:                        -0-         -0-
</TABLE>

NOTE 4:  SECURITIES SHARE INFORMATION

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

<S>        <C>               <C>                    <C>
12/31/90          9.3873               .2954               .5359
12/31/91         11.3754               .1785               .8650
12/31/92         11.1042               .1045              2.0436
12/31/93         11.2631               .0898              2.2692
12/31/94          9.2631               .1427              1.5380
06/30/95         10.6723                 N/A                 N/A
</TABLE>

NOTE 5:  DISTRIBUTIONS

The  date of  distribution ordinarily  occurs at the  end of  the calendar year.
$61,085 of the gross distributions of $29,372,751 were applied to pay  custodial
charges  for the year  ended December 31,  1994. 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. The June
30 values are reflected in the annuity payment made for August.

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

<S>        <C>                                        <C>
12/31/90                      2.6087                                    1.9713
12/31/91                      3.3758                                    2.5146
12/31/92                      3.8225                                    2.8064
12/31/93                      4.5546                                    3.2961
12/31/94                      4.3166                                    3.0794
06/30/95                      4.8974                                    3.4687
</TABLE>

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

NOTE 1:  EQUITY OF PLANHOLDERS

Equity of planholders at June 30, 1995 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          401,374     $  121.5429   $  48,784,236
Class of contracts introduced on September 16, 1977                  8,159     $  102.6972         837,932
                                                                                             -------------
                                                                                             $  49,662,168
                                                                                             -------------
                                                                                             -------------
</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 periods ended
June 30, 1995 and December 31, 1994, respectively, are as follows:

<TABLE>
<CAPTION>
                                                1995       1994
                                              ---------  ---------
<S>                                           <C>        <C>
Accumulation Shares purchased:                    8,986      6,413
Accumulation Shares liquidated:                  55,026     37,258
</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.  The June  30 values  are reflected in  the Annuity  payments made for
    August.

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
                                            USING A               USING A
                  ACCUMULATION           3 1/2% ASSUMED          5% ASSUMED
   YEAR           SHARE VALUE          INVESTMENT RESULT     INVESTMENT RESULT
----------  ------------------------  --------------------  --------------------
<S>         <C>          <C>          <C>        <C>        <C>        <C>
                (1)          (2)         (1)        (2)        (1)        (2)

 12/31/90      56.3262      48.9863     2.8883     3.0797     2.1255     2.5314
 12/31/91      75.1258      64.8977     3.7375     3.9442     2.7112     3.1957
 12/31/92      87.7124      75.2709     4.2320     4.4216     3.0258     3.5310
 12/31/93     107.8466      91.9758     5.0426     5.2202     3.5538     4.1093
 12/31/94     105.4652      89.3888     4.7791     4.9023     3.3202     3.8040
 06/30/95     121.5429     102.6972     5.4220     3.7399     5.5363     4.2653
</TABLE>

                                       B7
<PAGE>
                GLOSSARY OF TERMS FOR THE REPORT TO PLANHOLDERS
 (NOTE: ADDITIONAL EXPLANATIONS 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.

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

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

          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

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

                                       II
<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
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[Logo]
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FSP SAR 6/95


<PAGE>

Graph 1: (Prudential's Gibraltar Fund)

Graph represents the growth of $10,000 invested in Prudential's Gibraltar
Fund compared with the S&P 500 and Lipper VIP Growth Average. In the ten years
ended 6/30/95, an investment of $10,000 would have a value
of $43,652, $39,255, and $35,380 respectively.


Graph 2: (Prudential's Gibraltar Fund)


How the Markets Compare - Total Returns by Asset Class

Graph represents comparison of markets for 1-year total return and 20-year
average annual return for period ending 6/30/95. Investment total Returns for
the one year ending 6/30/95; U.S. Bonds - 12.6%; U.S. Stocks - 26.1%; Global
Stocks - 11.2%; U.S. Money Markets - 4.9%. Investment Total Returns for the
twenty-year period ending 6/30/95; U.S. Bonds - 10.0%; U.S. Stocks - 13.7%;
Global Stocks - 13.6%; U.S. Money Markets - 7.7%.



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