October 11, 1996
Supplement to
Prospectus Dated May 1, 1996
for
Systematic Investment Plan
and Variable Annuity Contracts
and Prudential's Gibraltar Fund
REINCORPORATION
The following supplements the description of Prudential's Gibraltar Fund
(the "Fund") on page 8.
At the Fund's October 1, 1996 annual meeting, the stockholders approved an
Agreement of Merger which will change the Fund's state of incorporation from
Delaware to Maryland (the "Reincorporation"). It is anticipated that the
Reincorporation will be effective as of May 1, 1997.
There are two primary purposes for the Reincorporation. First, after the
effective date of the Reincorporation, the Fund will no longer be required to
pay franchise tax. Second, the Reincorporation will eliminate the need for
annual stockholder meetings on routine matters. While Delaware corporations must
always hold annual stockholder meetings, Maryland corporations that are
registered under the Investment Company Act of 1940 (the "1940 Act"), such as
the Fund, need only hold annual meetings when required by the 1940 Act. The
Reincorporation will not result in a change in the Fund's business, management,
directors, location of principal executive office, capitalization, assets,
liabilities, or net asset value.
DIRECTORS OF THE FUND
The following supplements the list of directors of the Fund on page 31 of
the prospectus.
At the October 1, 1996, annual meeting, the stockholders elected the five
nominees for the Board of Directors. Messrs. Melzer, Fenster, McDonald and Weber
were reelected. Jonathan M. Green was elected director. Mr. Green has served as
President of Investment Management of Prudential's Money Management Group since
March 1996. Prior thereto, he served as a Vice President and Portfolio Manager
for T. Rowe Price Associates, Inc. Mr. Green and Mr. Melzer are interested
persons of The Prudential, its affiliates or the Fund as defined in the 1940
Act and described on page 31 of the prospectus.
[FSP 110]
