PRUDENTIALS GIBRALTAR FUND
N-30D, 1996-03-08
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<PAGE>

THE PRUDENTIAL [Logo]

Annual

Report to

Planholders


December 31, 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

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

<PAGE>

<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 the Prudential's Gibraltar Fund...........   A2
      3.  NOTES TO THE FINANCIAL STATEMENTS...............................   A4
      4.  INDEPENDENT AUDITORS' 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 AUDITORS' REPORT....................................   B8

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

PRUDENTIAL'S GIBRALTAR FUND

YEAR ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------

DEAR PLANHOLDER:

IN 1995, U.S. STOCKS AND BONDS PRODUCED THE KINDS OF TOTAL RETURNS INVESTORS
USUALLY ONLY DREAM ABOUT. STOCKS RETURNED A STARTLING 37% FOR THE YEAR, AS
MEASURED BY THE STANDARD & POOR'S 500 STOCK INDEX, A BROAD MEASURE OF THE U.S.
STOCK MARKET. IT WAS FAR FROM A NORMAL YEAR: SINCE 1926, STOCKS HAVE HAD ONLY
SIX BETTER YEARS. THESE KINDS OF SUPERB MARKET GAINS WILL BE HARD TO BEAT IN OUR
LIFETIMES--CONGRATULATIONS ON BEING PART OF THIS HISTORIC BULL MARKET.

AND WHAT A DIFFERENCE FROM A YEAR EARLIER. IN 1994, WE REPORTED FLAT RETURNS FOR
STOCKS AND THE LARGEST LOSSES FOR LONG-TERM BONDS IN 75 YEARS. 1995'S RESULTS
REMIND US, ONCE AGAIN, THAT STAYING THE COURSE IS THE KEY TO LONG-TERM
INVESTING.

FURTHER INTO THE REPORT, WE'LL DISCUSS OUR OUTLOOK FOR 1996'S MARKETS. IN SHORT:
WE THINK U.S. STOCKS WILL BE VOLATILE THIS YEAR (ALTHOUGH WE FEEL THEY'RE THE
ONLY PLACE TO BE FOR THE LONG HAUL). BUT WE WOULDN'T BE SURPRISED IF IT'S A
BUMPY RIDE IN 1996. IT'S MORE IMPORTANT THAN EVER TO UNDERSTAND THE RISKS AND
REWARDS OF THE MARKET, DETERMINE YOUR TOLERANCE FOR VOLATILITY, AND SET
REALISTIC EXPECTATIONS REGARDING THE INVESTMENTS IN YOUR GIBRALTAR FUND.

CAN WE HELP?

AFTER THE TERRIFIC YEAR THE STOCK AND BOND MARKETS HAD IN 1995, IT'S IMPORTANT
TO REMEMBER HOW UNUSUALLY HIGH RETURNS WERE COMPARED TO THE HISTORICAL AVERAGES.
OVER THE LONG TERM, STOCKS HAVE AVERAGED RETURNS OF ABOUT 10.5% PER YEAR, WHILE
LONG TERM BONDS HAVE AVERAGED JUST UNDER 6%. RECOGNIZING JUST HOW HIGH THE
MARKETS WERE IN 1995 CAN HELP YOU BETTER MANAGE YOUR EXPECTATIONS FOR FUTURE
PERFORMANCE, WHICH WILL PROBABLY BE LOWER.

YOUR PRUDENTIAL/PRUCO SECURITIES REPRESENTATIVE STANDS READY TO DISCUSS YOUR
CHANGING FINANCIAL SECURITY NEEDS, AND TO ASSIST YOU IN ANY WAY HE OR SHE CAN.
YOUR REPRESENTATIVE IS A VALUABLE RESOURCE IN TODAY'S OFTEN VOLATILE FINANCIAL
MARKETS.

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



/S/ E. Michael Caulfield

E. MICHAEL CAULFIELD
PRESIDENT
PRUDENTIAL'S GIBRALTAR FUND

/s/ Mendel Melzer
MENDEL A. MELZER
CHAIRMAN
PRUDENTIAL GIBRALTAR FUND


IMPORTANT NOTE:

THE RATES OF RETURN QUOTED ON THE FOLLOWING PAGES REFLECT DEDUCTION OF
INVESTMENT MANAGEMENT FEES AND INVESTMENT-RELATED 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.


                                        1
<PAGE>

INVESTMENT ADVISOR'S OUTLOOK:

THIS TIME OF YEAR WE USUALLY ANALYZE THE FINANCIAL INDICATORS, REVIEW LAST
YEAR'S MARKET ACTIVITY AND TRY TO FORECAST NEXT YEAR'S INVESTMENT MARKETS--THE
BEST SECTORS TO CHOOSE AND WHERE WE THINK THERE'S MONEY TO BE MADE.

THIS YEAR, THERE'S STILL A LOT OF GOOD NEWS. INTEREST RATES ARE FALLING,
INFLATION IS LOW AND ECONOMIC GROWTH REMAINS POSITIVE--A COMBINATION THAT
CREATES A VERY HEALTHY ENVIRONMENT FOR STOCKS. BUT LOOKING BACK AT 1995, THE
STOCK MARKET HAS ALREADY PRODUCED RECORD-BREAKING TOTAL RETURNS. HISTORY TELLS
US THESE RETURNS ARE UNLIKELY TO BE REPEATED ANY TIME SOON. OVERALL, THOUGH, WE
ARE POSITIVE, BUT WE WANT TO MAKE SURE WE'RE NOT TAKING TOO MUCH RISK.

(1)SOURCE: THE PRUDENTIAL. FOR PURPOSES OF COMPARISON ONLY. U.S. STOCKS AS
MEASURED BY THE S&P 500 INDEX. BONDS AS MEASURED BY THE LEHMAN BROTHERS
GOVERNMENT/CORPORATE AGGREGATE. GLOBAL STOCKS AS MEASURED BY THE MORGAN STANLEY
CAPITAL INTERNATIONAL-WORLD INDEX. U.S. MONEY MARKETS AS MEASURED BY LIPPER
MONEY MARKET AVERAGE.

                                FINANCIAL MARKETS

                                     REVIEW

HOW HIGH IS HIGH?

The environment for America's companies could hardly have been better in 1995.
The result of this healthy economy: The Dow Jones Industrial Average, a narrow
but frequently cited market average, set new records of 4000 in February, 4500
in June, and 5000 in November. Those gains were driven largely by corporate
earnings, which grew at a healthy pace last year.

Productivity enhancements of the late 1980s and early 1990s, including staff
reductions and technology use, are finally beginning to bear fruit at many
companies, particularly at banks, airlines and automakers. And the weak dollar
made U.S. exports very competitive in the global marketplace. When the
U.S.dollar is weak, foreign consumers literally get more for their money--after
conversion to their local currency.

 -   TECHNOLOGY stocks, including computer hardware, software and
     telecommunications companies, were the hands-down winners for much of the
     year, although they experienced some setbacks in the fourth quarter.
     Computers--and other forms of technology--are behind many of the efficiency
     gains that are keeping wages low. And the rest of the world hasn't even
     begun to use technology as much as we already do in the United States. As
     global economies continue to grow and advance, companies and individuals
     are likely to start looking to technology to make their lives easier (and
     sometimes more fun, as well).

 -   BANK, financial services and insurance stocks were also good performers,
     gaining on the strength of falling interest rates. Many of these companies
     invest heavily in bonds, and they made money when bond prices rose in 1995.
     Mergers were also a big part of this sector's success. The merger craze led
     to higher prices, particularly for bank stocks, as investors sought to
     anticipate which companies would combine.

WHAT DIDN'T FARE AS WELL?

 -   COMPANIES like automakers and retailers had a difficult year. When the
     economy slowed in the spring, consumers stopped splurging and started
     bargain-hunting. The all-important holiday spending season was
     disappointing, as well.


                               U.S. STOCKS OUTLOOK

The U.S. stock market is the toughest for us to call. Falling interest rates are
positive for the market; but we're concerned about slowing earnings growth. Our
best guess: modest positive returns by year end 1996, but expect a sell-off
sometime during the year.

One last word: judge your risk tolerance carefully this year. There could be
many ups--and some big downs--in 1996. We think long-term investors should be
prepared to weather some turmoil on their way to positive total returns. And
remember to review your financial security objectives with your Registered
Representative in case your needs have changed.

HOW THE MARKETS COMPARED(1)
Total Returns By Asset Class


                                      1995'S RETURN              OVER PAST
                                                                  20 YEARS
                                      -------------              ---------

MONEY MARKET                              5.4%                      7.7%

BONDS                                    18.5%                     10.1%

FOREIGN STOCKS                           21.3%                     14.2%

U.S. STOCKS                              37.6%                     14.6%


AS YOU CAN SEE, STOCK AND BOND MARKET RETURNS CAN VARY CONSIDERABLY FROM YEAR TO
YEAR. AN INVESTMENT'S PAST PERFORMANCE SHOULD NEVER BE USED TO PREDICT FUTURE
RESULTS. THIS CHART COMPARES 1995'S TOTAL RETURN AND THE AVERAGE ANNUAL TOTAL
RETURN OVER 20 YEARS FOR VARIOUS CATEGORIES OF INVESTMENTS. THERE ARE DIFFERENT
RISKS ASSOCIATED WITH EACH INVESTMENT SECTOR, WHICH SHOULD BE CONSIDERED BEFORE
INVESTING.


                                        2
<PAGE>

PRUDENTIAL'S GIBRALTAR FUND

Falling interest rates, rising corporate profits and moderate economic growth
propelled stocks higher in 1995. Although your Gibraltar Fund gained 19.1% over
the twelve months ended December 31, 1995, it returned much less than both the
S&P 500 index and the Lipper VIP Growth Average. The Fund's weightings in the
technology sector were the primary reason for the underperformance. Gibraltar's
long term average annual returns remain above both the Lipper VIP Average and
the S&P 500 index.

The Fund's new portfolio manager, Greg Goldberg, took over management at
mid-year. Greg began to restructure the portfolio, placing a greater emphasis on
growth companies. Unfortunately, this transition period took place after a
strong rally in growth stocks began. Technology stocks led the pack in return
during the first half of 1995 but the Fund missed out on some of those gains
because it still held a relatively low percentage in technology. By the time
Greg's changes were completed, a sell-off in semiconductor stocks eliminated
some of our biggest gains in that sector. Two holdings in particular, Motorola
and Integrated Device Technology, Inc. (IDTI), were among the hardest hit during
the period as concerns of a potential supply glut and lower prices rattled
investors.

One area we were successful with was our finance holdings, our second largest
industry at 24% of assets as of December 31, 1995. Financial service companies
benefited from lower interest rates, which made the cost of their raw
material--money--cheaper. One of our best performing stocks over the past six
months is now our largest holding, Fannie Mae (FNMA), a government-sponsored
buyer of mortgages. The stock gained more than 31% in value between June 30,
1995, and December 31, 1995, and amounted to 4% of assets at the end of the
period.

Now that the portfolio transition is complete, we expect Greg's investment
approach to benefit the Fund over the long run.

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


                                  [Line Graph]


- --------------------------------------------------------------------------------
AVERAGE ANNUAL RETURNS THROUGH DECEMBER 31, 1995

                                 ONE      THREE      FIVE      TEN
                                 YEAR     YEARS      YEARS     YEARS

Gibraltar Fund                   19.1%     13.3%     18.1%     15.1%

Lipper VIP Growth Avg(1)         32.5      13.3      17.1      14.1

S&P 500(2)                       37.6      15.3      16.6      14.9

INCEPTION DATE: 3/14/68

(1)Past performance is not predictive of future results. 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.


[Photo]                       DATA
                                   BANK


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

PORTFOLIO MANAGER GREG GOLDBERG took over the Fund's management responsibilities
last June. Greg follows a growth style of investing, selecting stocks based on
their potential to deliver above-average growth in revenues and earnings. He
manages several mutual funds for The Prudential: Prudential Allocation
Fund--Balanced and Strategy Portfolios and Prudential Multi-Sector Fund.

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

SECTOR ALLOCATION.
AS OF 12/3195

Technology . . . . . . . . . . . . . . . . .    33.7%

Finance. . . . . . . . . . . . . . . . . . .    24.0

Industrial . . . . . . . . . . . . . . . . .    19.4

Consumer Growth. . . . . . . . . . . . . . .    10.0

Energy . . . . . . . . . . . . . . . . . . .     3.5

Utility. . . . . . . . . . . . . . . . . . .     2.5

Consumer Cyclical. . . . . . . . . . . . . .     1.7

Cash . . . . . . . . . . . . . . . . . . . .     5.2

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

TOP FIVE HOLDINGS.
AS OF 12/3195

FNMA . . . . . . . . . . . . . . . . . . . .     4.0%

Boeing . . . . . . . . . . . . . . . . . . .     3.6

Travelers Group. . . . . . . . . . . . . . .     2.9

Philip Morris. . . . . . . . . . . . . . . .     2.8

Precision Castparts. . . . . . . . . . . . .     2.7


                                        3
<PAGE>
                            FINANCIAL STATEMENTS OF
                          PRUDENTIAL'S GIBRALTAR FUND

<TABLE>
<CAPTION>
STATEMENT OF ASSETS AND LIABILITIES
December 31, 1995
<S>                                              <C>
  ASSETS
    Investments, at value (cost:
      $244,647,426)............................  $  261,575,913
    Cash.......................................           1,715
    Dividends receivable.......................         329,105
    Receivable for securities sold.............       1,508,421
                                                 --------------
      Total Assets.............................     263,415,154
                                                 --------------
  LIABILITIES
    Accrued expenses...........................          30,130
    Payable for securities purchased...........       2,078,261
    Payable to investment adviser..............          83,355
                                                 --------------
      Total Liabilities........................       2,191,746
                                                 --------------
  NET ASSETS...................................  $  261,223,408
                                                 --------------
                                                 --------------
    Net assets were comprised of:
      Common stock, at $1 par value............  $   25,769,128
      Paid-in capital, in excess of par........     210,664,792
                                                 --------------
                                                    236,433,920
    Undistributed net investment income........          59,851
    Accumulated net realized gains.............       7,801,150
    Net unrealized appreciation................      16,928,487
                                                 --------------
    Net assets, December 31, 1995..............  $  261,223,408
                                                 --------------
                                                 --------------
    Net asset value per share of 25,769,128
      outstanding shares of common stock
      (authorized 75,000,000 shares)...........  $      10.1371
                                                 --------------
                                                 --------------
</TABLE>

<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS
Year Ended December 31, 1995
<S>                                              <C>
  INVESTMENT INCOME
    Dividends (net of $1,110 foreign
      withholding tax).........................  $     3,760,580
    Interest...................................          995,154
                                                 ---------------
                                                       4,755,734
                                                 ---------------
  EXPENSES
    Investment management fee..................          325,596
    State franchise tax expense................           39,033
    Custodian expense -- net...................            4,987
    Directors' expense.........................            4,985
                                                 ---------------
                                                         374,601
                                                 ---------------
  NET INVESTMENT INCOME........................        4,381,133
                                                 ---------------
  NET REALIZED AND UNREALIZED GAIN ON
  INVESTMENTS
    Net realized gain on investments...........       31,242,770
    Net unrealized gain on investments.........        9,457,438
                                                 ---------------
  NET GAIN ON INVESTMENTS......................       40,700,208
                                                 ---------------
  NET INCREASE IN NET ASSETS RESULTING FROM
  OPERATIONS...................................  $    45,081,341
                                                 ---------------
                                                 ---------------
</TABLE>

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

                                                                                                     YEARS ENDED DECEMBER 31
                                                                                             ---------------------------------------
                                                                                                    1995                1994
                                                                                             ------------------  -------------------
<S>                                                                                          <C>                 <C>
  OPERATIONS:
    Net investment income..................................................................   $      4,381,133     $     5,060,650
    Net realized gain on investments.......................................................         31,242,770          16,126,282
    Net unrealized gain(loss) on investments...............................................          9,457,438         (24,285,324)
                                                                                             ------------------  -------------------
    NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS........................         45,081,341          (3,098,392)
                                                                                             ------------------  -------------------
  DIVIDENDS TO SHAREHOLDERS FROM:
    Net investment income..................................................................         (4,026,639)         (5,085,500)
    Net realized gain from investment transactions.........................................        (21,543,401)        (34,178,638)
                                                                                             ------------------  -------------------
    TOTAL DIVIDENDS TO SHAREHOLDERS........................................................        (25,570,040)        (39,264,138)
                                                                                             ------------------  -------------------
  CAPITAL TRANSACTIONS:
    Reinvestment of dividend distributions [2,396,099 and 4,008,764 shares,
     respectively].........................................................................         24,867,217          38,225,359
    Capital stock repurchased [(2,430,032) and (1,619,845) shares, respectively]...........        (25,659,420)        (17,638,028)
                                                                                             ------------------  -------------------
    NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CAPITAL TRANSACTIONS..............           (792,203)         20,587,331
                                                                                             ------------------  -------------------
  TOTAL INCREASE (DECREASE) IN NET ASSETS..................................................         18,719,098         (21,775,199)
  NET ASSETS:
    Beginning of year......................................................................        242,504,310         264,279,509
                                                                                             ------------------  -------------------
    End of year............................................................................   $    261,223,408     $   242,504,310
                                                                                             ------------------  -------------------
                                                                                             ------------------  -------------------
</TABLE>

             SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A4 AND A5.

                                       A1
<PAGE>
                            SCHEDULE OF INVESTMENTS
                          PRUDENTIAL'S GIBRALTAR FUND

DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                                                       MARKET
COMMON STOCKS -- 93.7%                                 SHARES          VALUE
                                                    -------------  --------------
<S>                                                 <C>            <C>
AEROSPACE -- 7.4%
  Boeing Co.......................................        120,000  $    9,405,000
  +Coltec Industries, Inc.........................        225,000       2,615,625
  Precision Castparts Corp........................        175,700       6,984,075
                                                                   --------------
                                                                       19,004,700
                                                                   --------------
AIRLINES -- 1.8%
  Southwest Airlines Co...........................        200,000       4,650,000
                                                                   --------------
AUTOS - CARS & TRUCKS -- 0.7%
  Standard Products Co............................         95,000       1,674,375
                                                                   --------------
BANKS AND SAVINGS & LOANS -- 4.6%
  Banc One Corp...................................         37,900       1,430,725
  Citicorp........................................         80,000       5,380,000
  NationsBank Corp................................         75,000       5,221,875
                                                                   --------------
                                                                       12,032,600
                                                                   --------------
CHEMICALS -- 0.4%
  A. Schulman, Inc................................         44,875         998,469
                                                                   --------------
CHEMICALS - SPECIALTY -- 0.1%
  Witco Corp......................................         11,900         348,075
                                                                   --------------
COMMERCIAL SERVICES -- 1.6%
  Measurex Corp...................................         75,900       2,144,175
  +Primark Corp...................................         65,700       1,971,000
                                                                   --------------
                                                                        4,115,175
                                                                   --------------
COMPUTER SERVICES -- 13.7%
  +Bay Networks, Inc..............................        160,000       6,560,000
  +Cisco Systems, Inc.............................         69,500       5,186,437
  +COMPAQ Computer Corp...........................         42,300       2,030,400
  +Comverse Technology, Inc.......................         58,300       1,166,000
  +EMC Corp.......................................        170,000       2,613,750
  +Microsoft Corp.................................         45,000       3,948,750
  +Pixar, Inc.....................................         14,700         422,625
  +ROSS Technology, Inc...........................         43,200         421,200
  +Silicon Graphics, Inc..........................        212,200       5,835,500
  +Softkey International, Inc.....................        124,000       2,836,500
  +Western Digital Corp...........................        158,000       2,824,250
  +Zilog, Inc.....................................         55,500       2,032,688
                                                                   --------------
                                                                       35,878,100
                                                                   --------------
DIVERSIFIED GAS -- 1.0%
  Mitchell Energy & Development Corp. (Class 'A'
    Stock)........................................         60,000       1,110,000
  Mitchell Energy & Development Corp. (Class 'B'
    Stock)........................................         84,350       1,581,563
                                                                   --------------
                                                                        2,691,563
                                                                   --------------
DRUGS AND HOSPITAL SUPPLIES -- 5.7%
  +ALZA Corp......................................        200,000       4,950,000
  IVAX Corp.......................................        200,000       5,700,000
  Johnson & Johnson...............................         48,500       4,152,813
                                                                   --------------
                                                                       14,802,813
                                                                   --------------
ELECTRICAL EQUIPMENT -- 4.7%
  +Applied Materials, Inc.........................         36,800       1,449,000
  +Integrated Device Technology, Inc..............        135,000       1,738,125
  +UCAR International, Inc........................        129,600       4,374,000
  W.W. Grainger, Inc..............................         70,000       4,637,500
                                                                   --------------
                                                                       12,198,625
                                                                   --------------
ELECTRONICS -- 13.6%
  +Arrow Electronics, Inc.........................        110,000       4,743,750
  Intel Corp......................................         85,000       4,823,750
</TABLE>

DECEMBER 31, 1995
<TABLE>
<CAPTION>
                                                                       MARKET
COMMON STOCKS (CONTINUED)                              SHARES          VALUE
                                                    -------------  --------------
<S>                                                 <C>            <C>
  +KLA Instruments Corp...........................         45,000  $    1,170,000
  +Marshall Industries............................        120,000       3,855,000
  Methode Electronics, Inc. (Class 'A' Stock).....        168,750       2,362,500
  Motorola, Inc...................................        100,000       5,700,000
  Sundstrand Corp.................................         70,000       4,926,250
  Texas Instruments, Inc..........................         95,000       4,916,250
  +Ultratech Stepper, Inc.........................        123,100       3,154,438
                                                                   --------------
                                                                       35,651,938
                                                                   --------------
FINANCIAL SERVICES -- 13.7%
  Advanta Corp. (Class 'B' Stock).................         61,200       2,218,500
  Dean Witter Discover and Company................         95,000       4,465,000
  Federal National Mortgage Association...........         85,000      10,550,625
  Republic New York Corp..........................         51,400       3,193,225
  Salomon, Inc....................................        100,000       3,550,000
  Student Loan Marketing Association..............         51,100       3,366,212
  Sunamerica, Inc.................................        127,000       6,032,500
  The Money Store, Inc............................        154,000       2,406,250
                                                                   --------------
                                                                       35,782,312
                                                                   --------------
FOODS -- 4.1%
  Dole Food Co., Inc..............................        100,000       3,500,000
  Philip Morris Companies, Inc....................         80,000       7,240,000
                                                                   --------------
                                                                       10,740,000
                                                                   --------------
FOREST PRODUCTS -- 3.1%
  Weyerhaeuser Co.................................         60,000       2,595,000
  Willamette Industries, Inc......................        100,000       5,625,000
                                                                   --------------
                                                                        8,220,000
                                                                   --------------
INSURANCE -- 6.1%
  +Amerin Corp....................................         34,900         924,850
  Aon Corp........................................         40,000       1,995,000
  Chubb Corp......................................         28,300       2,738,025
  Equitable Companies, Inc........................         85,100       2,042,400
  Equitable of Iowa Companies.....................         23,600         758,150
  Travelers Group, Inc............................        120,000       7,545,000
                                                                   --------------
                                                                       16,003,425
                                                                   --------------
MACHINERY -- 0.7%
  Timken Co.......................................         47,100       1,801,575
                                                                   --------------
MISCELLANEOUS - BASIC INDUSTRY -- 0.9%
  Air Express International Corp..................        105,400       2,371,500
                                                                   --------------
OTHER TECHNOLOGY -- 1.2%
  +Uniphase Corp..................................         90,900       3,249,675
                                                                   --------------
PETROLEUM -- 1.6%
  Diamond Shamrock, Inc...........................         51,000       1,319,625
  KN Energy, Inc..................................        100,374       2,923,392
                                                                   --------------
                                                                        4,243,017
                                                                   --------------
PETROLEUM SERVICES -- 2.0%
  +B.J. Services Co...............................        115,300       3,343,700
  +Smith International, Inc.......................         77,800       1,828,300
                                                                   --------------
                                                                        5,172,000
                                                                   --------------
RAILROADS -- 0.9%
  Kansas City Southern Industries, Inc............         50,000       2,287,500
                                                                   --------------
</TABLE>

                                       A2
<PAGE>
                    PRUDENTIAL'S GIBRALTAR FUND (CONTINUED)
DECEMBER 31, 1995
<TABLE>
<CAPTION>
                                                                       MARKET
COMMON STOCKS (CONTINUED)                              SHARES          VALUE
                                                    -------------  --------------
<S>                                                 <C>            <C>
REAL ESTATE DEVELOPMENT -- 0.7%
  Castle & Cooke, Inc.............................         33,333  $      558,333
  Equity Residential Properties Trust.............         40,000       1,225,000
                                                                   --------------
                                                                        1,783,333
                                                                   --------------
RUBBER -- 1.0%
  Bandag, Inc.....................................         50,000       2,706,250
                                                                   --------------
TELECOMMUNICATIONS -- 1.3%
  Frontier Corp...................................        116,500       3,495,000
                                                                   --------------
TRUCKING/SHIPPING -- 1.1%
  Interpool, Inc..................................        155,000       2,770,625
                                                                   --------------
TOTAL COMMON STOCKS
  (Cost $227,767,676)............................................     244,672,645
                                                                   --------------
<CAPTION>

                                                                       MARKET
PREFERRED STOCKS -- 1.2%                               SHARES          VALUE
                                                    -------------  --------------
<S>                                                 <C>            <C>
FINANCIAL SERVICES
  Advanta Corp. (Class 'B' Stock).................         80,450       3,087,268
                                                                   --------------
  (Cost $3,063,750)
<CAPTION>

                                                      PRINCIPAL
SHORT-TERM INVESTMENTS -- 5.3%                         AMOUNT          VALUE
                                                    -------------  --------------
<S>                                                 <C>            <C>
COMMERCIAL PAPER
  Pioneer Hi-Bred International, Inc.,
    5.850%, 01/02/96..............................  $     856,000  $      856,000
  Union Bank of Switzerland,
    5.850%, 1/02/96...............................     12,960,000      12,960,000
                                                                   --------------
TOTAL SHORT-TERM INVESTMENTS.....................................      13,816,000
                                                                   --------------
LIABILITIES -- (0.2%)
  (net of other assets)..........................................        (352,505)
                                                                   --------------
TOTAL NET ASSETS -- 100.0%.......................................  $  261,223,408
                                                                   --------------
                                                                   --------------

+No dividend was paid on this security during the 12 months ending December 31,
 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 YEARS ENDED DECEMBER 31, 1995 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.

ACCOUNTING ESTIMATES:   The preparation  of financial  statements in  conformity
with  generally  accepted  accounting  principles  requires  management  to make
estimates and  assumptions  that  affect  the reported  amounts  of  assets  and
liabilities  and disclosure of contingent assets  and liabilities at the date of
the financial  statements and  the  reported amounts  of revenues  and  expenses
during the reporting period. Actual results could differ from those estimates.

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,  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.

                                       A4
<PAGE>
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,  1995 was
$255,946,181 and $254,138,203, respectively.

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

<TABLE>
<S>                                                 <C>
Gross Unrealized Appreciation:                       $  32,138,326
Gross Unrealized Depreciation:                        (15,209,839)
Net Unrealized Appreciation/Depreciation:               16,928,487
Tax Basis:                                             244,647,426
</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
                            12/31/95     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 year......   $   9.398    $  11.287    $  11.133    $  11.390    $   9.400    $  10.590    $  10.290    $   9.190
                           -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
Income From Investment
  Operations:
Net investment income....       0.177        0.214        0.180        0.184        0.220        0.340        0.360        0.310
Net realized and
  unrealized gains
  (losses) on
  investments............       1.649       (0.405)       2.426        1.771        2.900       (0.640)       1.920        2.000
                           -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
    Total from investment
    operations...........       1.826       (0.191)       2.606        1.955        3.120       (0.300)       2.280        2.310
Distributions to
  Shareholders:
Distributions from net
  investment income......      (0.171)      (0.216)      (0.188)      (0.193)      (0.260)      (0.370)      (0.370)      (0.370)
Distributions from
  realized gains.........      (0.916)      (1.482)      (2.264)      (2.019)      (0.870)      (0.520)      (1.610)      (0.840)
                           -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
    Total
    distributions........      (1.087)      (1.698)      (2.452)      (2.212)      (1.130)      (0.890)      (1.980)      (1.210)
Net increase (decrease)
  in Net Asset Value.....       0.739       (1.889)       0.154       (0.257)       1.990       (1.190)       0.300        1.100
                           -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
Net Asset Value at end of
  year...................   $  10.137    $   9.398    $  11.287    $  11.133    $  11.390    $   9.400    $  10.590    $  10.290
                           -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
                           -----------  -----------  -----------  -----------  -----------  -----------  -----------  -----------
Total Investment Rate of
  Return:**..............       19.13%       (1.33%)      23.79 %      17.60 %      34.40 %      (2.80 %)      22.30 %      25.60%
Ratios/Supplemental Data:
Net assets at end of year
  (in millions)..........      $261.2       $242.5       $264.3       $230.1       $214.2       $174.4       $197.0       $183.3
Ratio of expenses net of
  reimbursement to
  average net assets.....        0.14 %       0.15 %       0.16 %       0.19 %       0.19 %       0.21 %       0.16 %       0.16%
Ratio of net investment
  income to average net
  assets.................        1.68 %       1.98 %       1.45 %       1.58 %       1.98 %       3.38 %       3.19 %       2.95%
Portfolio turnover
  rate...................      104.82 %      92.49 %      91.83 %      72.82 %      76.35 %     108.08 %      66.79 %      31.69%
Number of shares
  outstanding at end of
  period (in millions)...        25.8         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 year......   $  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
  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
  year...................   $   9.190    $  12.440
                           -----------  -----------
                           -----------  -----------
Total Investment Rate of
  Return:**..............        2.53 %      15.73 %
Ratios/Supplemental Data:
Net assets at end of year
  (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
applicable.

                                       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,
1995,  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, 1995 by correspondence with
the custodian and  brokers; where  replies were  not received  from brokers,  we
performed  other  auditing  procedures.  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,  1995, 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 15, 1996

                                       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, 1995
<S>                                    <C>
  Investment in 20,660,796 shares of
    Prudential's Gibraltar Fund at
    net
    asset value of $10.1371 per share
      (Cost: $206,291,404)...........  $ 209,439,889
  Accrued expenses...................        (46,686)
                                       -------------
  NET ASSETS.........................  $ 209,393,203
                                       -------------
                                       -------------

  Net assets were comprised of:
  Paid-in capital....................  $ 206,255,944
  Distributions in excess of net
    investment income................        (14,652)
  Accumulated net realized gains.....          3,427
  Net unrealized appreciation........      3,148,484
                                       -------------
  Net assets, December 31, 1995......  $ 209,393,203
                                       -------------
                                       -------------
  Net asset value per share of
    20,944,486 outstanding
    Securities Shares................  $      9.9975
                                       -------------
                                       -------------
</TABLE>

<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS
Year Ended December 31, 1995
<S>                                     <C>
  INVESTMENT INCOME
    Dividend distributions received...  $  3,219,566
  EXPENSES
    Administration charge [Note 1]....     1,547,862
                                        ------------
  NET INVESTMENT INCOME...............     1,671,704
                                        ------------
  NET REALIZED AND UNREALIZED GAIN
    (LOSS) ON INVESTMENTS
    Capital gains distributions
      received........................    17,225,385
    Realized loss on shares redeemed
      [identified cost basis].........      (296,003)
    Net unrealized gain on
      investments.....................    15,635,256
                                        ------------
  NET GAIN ON INVESTMENTS.............    32,564,638
                                        ------------
  NET INCREASE IN NET ASSETS
    RESULTING FROM OPERATIONS.........  $ 34,236,342
                                        ------------
                                        ------------
</TABLE>

<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS
                                                              YEARS ENDED DECEMBER 31
                                                       ----------------------------------------
                                                              1995                  1994
                                                       ------------------     -----------------
<S>                                                    <C>                    <C>
  OPERATIONS:
    Net investment income.........................     $     1,671,704        $     2,504,877
    Capital gains distributions received..........          17,225,385             26,877,899
    Realized loss on shares redeemed..............            (296,003)              (111,234)
    Net unrealized gain (loss) on investments.....          15,635,256            (33,217,396)
                                                      ------------------     -----------------
  NET INCREASE (DECREASE) IN NET ASSETS
    RESULTING FROM OPERATIONS.....................          34,236,342             (3,945,854)
                                                      ------------------     -----------------
  DIVIDENDS TO PLANHOLDERS FROM [NOTE 5]:
    Net investment income.........................          (1,657,617)            (2,494,652)
    Net realized gain from investment
     transactions.................................         (17,225,586)           (26,878,099)
                                                      ------------------     -----------------
  TOTAL DIVIDENDS TO PLANHOLDERS..................         (18,883,203)           (29,372,751)
                                                      ------------------     -----------------
  SECURITIES SHARES TRANSACTIONS:
    Purchase payments.............................          18,426,882             30,028,358
    Security Shares liquidated....................         (15,591,735)           (13,361,790)
                                                      ------------------     -----------------
  NET INCREASE IN NET ASSETS RESULTING
    FROM SECURITIES SHARES TRANSACTIONS:..........           2,835,147             16,666,568
                                                      ------------------     -----------------
  TOTAL INCREASE (DECREASE) IN NET ASSETS.........          18,188,286            (16,652,037)
  NET ASSETS:
    Beginning of year.............................         191,204,917            207,856,954
                                                      ------------------     -----------------
    End of year...................................     $   209,393,203        $   191,204,917
                                                      ------------------     -----------------
                                                      ------------------     -----------------
</TABLE>

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

<TABLE>
<CAPTION>
STATEMENT OF NET ASSETS
December 31, 1995
<S>                                    <C>
  Investment in 240,480 shares of
    Prudential's Gibraltar Fund at
    net
    asset value of $10.1371 per share
      (Cost: $2,278,782).............  $   2,437,764
  Accrued expenses...................           (102)
                                       -------------
  NET ASSETS.........................  $   2,437,662
                                       -------------
                                       -------------
  NET ASSETS, representing:
    Equity of annuitants [Note 4]....      2,274,289
    Equity of The Prudential
      Insurance Company
      of America.....................        163,373
                                       -------------
                                       $   2,437,662
                                       -------------
                                       -------------
</TABLE>

<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS
Year Ended December 31, 1995
<S>                                     <C>
  INVESTMENT INCOME
    Dividend distributions received...  $     38,563
  EXPENSES
    Charges to annuitants for assuming
      mortality
      and expense risks and for
      administration [Note 1].........         8,817
                                        ------------
  NET INVESTMENT INCOME...............        29,746
                                        ------------
  NET REALIZED AND UNREALIZED GAIN ON
    INVESTMENTS
    Capital gains distributions
      received........................       206,323
    Realized gain on shares redeemed
      [identified cost basis].........         7,202
    Net unrealized gain on
      investments.....................       200,450
                                        ------------
  NET GAIN ON INVESTMENTS.............       413,975
                                        ------------
  NET INCREASE IN NET ASSETS
    RESULTING FROM OPERATIONS.........  $    443,721
                                        ------------
                                        ------------
</TABLE>

<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS
                                                              YEARS ENDED DECEMBER 31
                                                      ----------------------------------------
                                                              1995                  1994
                                                      ------------------     -----------------
<S>                                                   <C>                    <C>
  OPERATIONS:
    Net investment income.........................     $        29,746        $        43,010
    Capital gains distributions received..........             206,323                362,212
    Realized gain on shares redeemed..............               7,202                  5,575
    Net unrealized gain (loss) on investments.....             200,450               (446,695)
                                                      ------------------     -----------------
  NET INCREASE (DECREASE) IN NET ASSETS
    RESULTING FROM OPERATIONS.....................             443,721                (35,898)
                                                      ------------------     -----------------
  NET INCREASE IN NET ASSETS
    RESULTING FROM ACCUMULATION TRANSACTIONS......              18,027                      0
                                                      ------------------     -----------------
  ANNUITY BENEFIT PAYMENTS........................            (333,758)              (521,684)
                                                      ------------------     -----------------
  NET DECREASE IN NET ASSETS RESULTING
    FROM SURPLUS TRANSFERS........................            (134,720)              (178,479)
                                                      ------------------     -----------------
  TOTAL DECREASE IN NET ASSETS....................              (6,730)              (736,061)
  NET ASSETS:
    Beginning of year.............................           2,444,392              3,180,453
                                                      ------------------     -----------------
    End of year...................................     $     2,437,662        $     2,444,392
                                                      ------------------     -----------------
                                                      ------------------     -----------------
</TABLE>

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

<TABLE>
<CAPTION>
STATEMENT OF NET ASSETS
December 31, 1995
<S>                                    <C>
  Investment in 4,867,852 shares of
    Prudential's Gibraltar Fund at
    net
    asset value of $10.1371 per share
      (Cost: $44,217,610)............  $  49,345,756
  Accrued expenses...................         (5,450)
                                       -------------
  NET ASSETS.........................  $  49,340,306
                                       -------------
                                       -------------
  NET ASSETS, representing:
    Equity of planholders [Notes 1 &
      6].............................  $  47,680,580
    Equity of annuitants [Note 6]....        478,847
    Equity of The Prudential
      Insurance
      Company of America.............      1,180,879
                                       -------------
                                       $  49,340,306
                                       -------------
                                       -------------
</TABLE>

<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS
Year Ended December 31, 1995
<S>                                     <C>
  INVESTMENT INCOME
    Dividend distributions received...  $    768,509
  EXPENSES
    Charges to planholders and
      annuitants
      for assuming mortality and
      expense
      risks and for administration
      [Note 2]........................       337,316
                                        ------------
  NET INVESTMENT INCOME...............       431,193
                                        ------------
  NET REALIZED AND UNREALIZED GAIN
    (LOSS) ON INVESTMENTS
    Capital gains distributions
      received........................     4,111,693
    Realized loss on shares redeemed
      [identified cost basis].........      (177,333)
    Net unrealized gain on
      investments.....................     4,141,643
                                        ------------
  NET GAIN ON INVESTMENTS.............     8,076,003
                                        ------------
  NET INCREASE IN NET ASSETS
    RESULTING FROM OPERATIONS.........  $  8,507,196
                                        ------------
                                        ------------
</TABLE>

<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS
                                                              YEARS ENDED DECEMBER 31
                                                       ----------------------------------------
                                                              1995                  1994
                                                       ------------------     -----------------
<S>                                                    <C>                    <C>
  OPERATIONS:
    Net investment income.........................     $       431,193        $       686,137
    Capital gains distributions received..........           4,111,693              6,938,526
    Realized loss on shares redeemed..............            (177,333)              (193,248)
    Net unrealized gain (loss) on investments.....           4,141,643             (8,399,444)
                                                      ------------------     -----------------
  NET INCREASE (DECREASE) IN NET ASSETS
    RESULTING FROM OPERATIONS.....................           8,507,196               (968,029)
                                                      ------------------     -----------------
  ACCUMULATION AND ANNUITY TRANSACTIONS:
    Purchase payments.............................           1,430,749                761,329
    Accumulation Shares liquidated................          (9,866,473)            (4,000,211)
    Annuity benefit payments......................             (88,116)               (80,619)
                                                      ------------------     -----------------
  NET DECREASE IN NET ASSETS RESULTING FROM
    ACCUMULATION AND ANNUITY TRANSACTIONS.........          (8,523,840)            (3,319,501)
                                                      ------------------     -----------------
  NET INCREASE (DECREASE) IN NET ASSETS
    RESULTING FROM SURPLUS TRANSFERS..............             533,030                (92,573)
                                                      ------------------     -----------------
  TOTAL INCREASE (DECREASE) IN NET ASSETS.........             516,386             (4,380,103)
  NET ASSETS:
    Beginning of year.............................          48,823,920             53,204,023
                                                      ------------------     -----------------
    End of year...................................     $    49,340,306        $    48,823,920
                                                      ------------------     -----------------
                                                      ------------------     -----------------
</TABLE>

                                       B3
<PAGE>
                         NOTES TO FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 1995 AND 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 years  ended
December 31, 1995 and December 31, 1994, respectively, are as follows:

<TABLE>
<CAPTION>
                                                           1995        1994
                                                        ----------  ----------
<S>                                                     <C>         <C>
Securities Shares purchased:                                76,417     120,448
Securities Shares liquidated:                            1,548,936   1,161,767
Reinvestment of dividend distributions:                  1,775,407   3,228,222
</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>
  1991           11.3754               .1785               .8650
  1992           11.1042               .1045              2.0436
  1993           11.2631               .0898              2.2692
  1994            9.2631               .1427              1.5380
  1995            9.9975               .0863               .8968
</TABLE>

NOTE 5:  DISTRIBUTIONS

The  date of  distribution ordinarily  occurs at the  end of  the calendar year.
$57,279 and $61,085 of  the gross distributions  of $18,883,203 and  $29,372,751
were  applied to pay custodial charges for the years ended December 31, 1995 and
December 31,  1994.  The  annual  charges  were  not  in  excess  of  $3.80  per
planholder.

NOTE 6:  RECLASSIFICATIONS

Certain  reclassifications have  been made to  the 1994  financial statements to
conform to the 1995 presentation.

                                       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>
  1991                        3.3758                                    2.5146
  1992                        3.8225                                    2.8064
  1993                        4.5546                                    3.2961
  1994                        4.3166                                    3.0794
  1995                        4.9507                                    3.4814
</TABLE>

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

NOTE 1:  EQUITY OF PLANHOLDERS

Equity of planholders at December 31, 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          375,171     $  124.8038   $  46,822,731
Class of contracts introduced on September 16, 1977                  8,160     $  105.1260         857,849
                                                                                             -------------
                                                                                             $  47,680,580
                                                                                             -------------
                                                                                             -------------
</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, 1995 and December 31, 1994, respectively, are as follows:

<TABLE>
<CAPTION>
                                                1995       1994
                                              ---------  ---------
<S>                                           <C>        <C>
Accumulation Shares purchased:                   10,898      6,413
Accumulation Shares liquidated:                  83,140     37,258
</TABLE>

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

NOTE 5:  NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM SURPLUS TRANSFERS

The  increase  (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)

   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
   1995       124.8038     105.1260     5.4810     5.5708     3.7536     4.2612
</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, 1995, 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, 1995. 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, 1995, 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 15, 1996

                                       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>
Mendel A. Melzer                                    Mark B. Grier
Chairman                                            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 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.

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

MENDEL A. MELZER           W. SCOTT McDONALD, JR.,    E. MICHAEL CAULFIELD
  CHAIRMAN,                  PhD.                       CEO,
  THE PRUDENTIAL SERIES      EXECUTIVE VICE             PRUDENTIAL PREFERRED
  FUND, INC.                 PRESIDENT,                 FINANCIAL SERVICES;
                             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

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

                                      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>


Graph 1: (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 year ending 12/31/95. Investment Total Returns for
the one year ending 12/31/95: U.S. Bonds - 18.5%; U.S. Stocks - 37.6%, Global
Stocks - 21.3%; U.S. Money Markets - 5.4%. Investment Total Returns for the
twenty-year period ending 12/31/95: U.S. Bonds - 10.1%; U.S. Stocks - 14.6%;
Global Stocks - 14.2%; U.S. Money Markets - 7.7%.


Graph 2: (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 12/31/95, an investment of $10,000 would have a value of $40,725,
$40,031, and $37,999 respectively.



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