PRUDENTIAL VARIABLE CONTRACT ACCOUNT 24, 485BPOS, 1995-04-28

PRUDENTIAL VARIABLE CONTRACT ACCOUNT 24
485BPOS, 1995-04-28

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<PAGE>
Registration No. 33-12362

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------

Form N-4

REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933 / /
PRE-EFFECTIVE AMENDMENT NO. / /
POST-EFFECTIVE AMENDMENT NO. 17 / X /
and
REGISTRATION STATEMENT UNDER / /
THE INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 18 / X /
-------------------

THE PRUDENTIAL VARIABLE CONTRACT ACCOUNT-24
(Exact Name of Registrant)

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
(Name of Depositor)
Prudential Plaza
Newark, New Jersey 07102-3777
(201) 802-8781
(Address and telephone number of Depositor's
principal's executive offices)
--------------------------------------

C. CHRISTOPHER SPRAGUE
Assistant General Counsel
The Prudential Insurance Company of America
c/o Prudential Defined
Contribution Services
30 Scranton Office Park
Moosic, Pennsylvania 18507-1789
(Name and address of agent for service)

Copy to:
Lawrence J. Latto
Jeffrey C. Martin
Shea & Gardner
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036
-------------------------

Registrant has registered an indefinite amount of contracts pursuant to Rule
24f-2(a)(1) of the Investment Company Act of 1940. The 24f-2 notice for fiscal
year 1994 was filed on February 27, 1995.

For the purpose of Amending the Registration Statement.
Fiscal year ending December 31, 1994.

It is proposed that this filing will become effective (Check appropriate space):

___ immediately upon filing pursuant to paragraph (b) of Rule 485

_X_ on May 1, 1995 pursuant to paragraph (b) of Rule 485
(date)

___ 60 days after filing pursuant to paragraph (a)(i) of Rule 485

___ on ___________ pursuant to paragraph (a)(i) of Rule 485
(date)

___ 75 days after filing pursuant to paragraph (a)(ii) of Rule 485

___ on ___________ pursuant to paragraph (a)(ii) of Rule 485
(date)

<PAGE>
CROSS REFERENCE SHEET

Pursuant to Rule 495(a) under the Securities Act of 1933 indicating the location
in the Prospectus and Statement of Additional Information called for by the
Items of Parts A and B of Form N-4.

<TABLE>
<S> <C> <C>
Heading in Prospectus or Statement
Item Number and Caption of Additional Information
--------------------------------------------------- ------------------------------------
1. Cover Page......................................... Cover Page
2. Definitions........................................ Definition of Special Terms Used in
this Prospectus
3. Synopsis........................................... Summary
4. Condensed Financial Information.................... Condensed Financial Information
5. General Description of Registrant,
Depositor and Portfolio Companies.................. The Prudential; The Accounts; The
Fund; Investment Practices,
Management
6. Deductions and Expenses............................ Fee Tables; Charges; The Contracts,
Exchange Offer
7. General Description of Variable
Annuity Contracts.................................. The Contracts, The Accumulation
Period; Changes in the Contracts;
Voting Rights
8. Annuity Period..................................... The Contracts, The Annuity Period
9. Death Benefit...................................... The Contracts, Death Benefits
10. Purchases and Contract Value....................... The Prudential; Investment
Practices; Determination of Asset
Value; The Contracts, The
Accumulation Period
11. Redemptions........................................ The Contracts; Withdrawal
(Redemption) of Contributions;
Systematic Withdrawal Plan; Texas
Optional Retirement Program
12. Taxes.............................................. Federal Tax Status
13. Legal Proceedings.................................. Legal Proceedings
14. Table of Contents of the
Statement of Additional Information................ Table of Contents - Statement of
Additional Information
15. Cover Page......................................... Cover Page
16. Table of Contents.................................. Table of Contents
17. General Information and History.................... Not Applicable
18. Services........................................... Investment Management and
Administration of VCA-10, VCA-11
and VCA-24; Experts
19. Purchase of Securities Being Offered............... Not Applicable
20. Underwriters....................................... Investment Management and
Administration of VCA-10, VCA-11
and VCA-24; Sales of the Contracts
21. Calculation of Performance Data.................... Performance Information
22. Annuity Payments................................... Not Applicable
23. Financial Statements............................... Financial Statements of VCA-10;
Financial Statements of VCA-11;
Financial Statements of VCA-24;
Financial Statements of Prudential
</TABLE>
<PAGE>
PROSPECTUS

May 1, 1995

THE MEDLEY (SM) PROGRAM

GROUP VARIABLE ANNUITY CONTRACTS

issued through

THE PRUDENTIAL THE PRUDENTIAL
VARIABLE CONTRACT ACCOUNT-10 VARIABLE CONTRACT ACCOUNT-11
THE PRUDENTIAL
VARIABLE CONTRACT ACCOUNT-24

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

The Prudential Variable Contract Account-10 will invest primarily in common
stocks selected with the objective of long-term growth, taking into account both
income and capital appreciation.

The Prudential Variable Contract Account-11 will invest in money market
instruments selected with the objective of obtaining as high a level of current
income as is consistent with the preservation of capital and liquidity. An
investment in The Prudential Variable Contract Account-11 is neither insured nor
guaranteed by the U.S. Government.

Each of the Subaccounts of The Prudential Variable Contract Account-24 will
invest in the corresponding Portfolio of The Prudential Series Fund, Inc. (the
"Fund"). The accompanying Prospectus for the Fund describes the investment
objectives of the seven Portfolios currently available to Participants: the Bond
Portfolio, the Government Securities Portfolio, the Conservatively Managed
Flexible Portfolio, the Aggressively Managed Flexible Portfolio, the Stock Index
Portfolio, the Common Stock Portfolio and the Global Equity Portfolio.

This Prospectus provides information a prospective investor should know before
investing. Additional information about the Contracts has been filed with the
Securities and Exchange Commission in a Statement of Additional Information,
dated May 1, 1995, which information is incorporated herein by reference and is
available without charge upon written or oral request directed to the address or
telephone number shown below. The Table of Contents of the Statement of
Additional Information appears on page 35 of this Prospectus.

PLEASE READ THIS PROSPECTUS CAREFULLY AND RETAIN IT FOR FUTURE REFERENCE.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------

The Prudential Insurance Company of America
c/o Prudential Defined Contribution Services
30 Scranton Office Park
Moosic, PA 18507-1789
Telephone 1-800-458-6333

The Prudential Rock Logo

- ---------------------
- --------------------------------------------------------------------------------
<PAGE>
CONTENTS

<TABLE>
<S> <C> <C> <C> <C>
PAGE
DEFINITION OF SPECIAL TERMS USED IN THIS PROSPECTUS....................................................... 2
FEE TABLES................................................................................................ 3
SUMMARY................................................................................................... 5
CONDENSED FINANCIAL INFORMATION-VCA-10.................................................................... 8
CONDENSED FINANCIAL INFORMATION-VCA-11.................................................................... 9
CONDENSED FINANCIAL INFORMATION-VCA-24.................................................................... 10
INTRODUCTION.............................................................................................. 11
THE PRUDENTIAL............................................................................................ 11
THE ACCOUNTS.............................................................................................. 11
THE FUND.................................................................................................. 11
INVESTMENT PRACTICES...................................................................................... 12
VCA-10's investment objective.................................................................. 12
VCA-10's investment policy..................................................................... 12
Options on Equity Securities................................................................... 12
Options on Stock Indices....................................................................... 13
Stock Index Futures Contracts and Options on Futures Contracts................................. 13
When-Issued and Delayed Delivery Securities.................................................... 13
Short Sales Against the Box.................................................................... 13
VCA-11's investment objective.................................................................. 13
VCA-11's investment policy..................................................................... 13
The investment objectives of the Fund Portfolios............................................... 16
Determination of asset value................................................................... 16
MANAGEMENT................................................................................................ 17
CHARGES................................................................................................... 18
Deferred Sales Charge.......................................................................... 18
Limitations on Sales Charges................................................................... 18
Annual Account Charge.......................................................................... 19
Charge for Administrative Expenses and Investment Management Services.......................... 19
Modification of Charges........................................................................ 19
THE CONTRACTS............................................................................................. 20
The Accumulation Period........................................................................ 20
1. Contributions; Crediting Units; Enrollment Forms;
Deduction for Administrative Expenses........................................... 20
2. Valuation of a Participant's Account............................................ 21
3. The Unit Value.................................................................. 21
4. The Unit Change Factor for Any Business Day..................................... 21
5. Withdrawal (Redemption) of Contributions........................................ 21
6. Systematic Withdrawal Plan...................................................... 22
7. Texas Optional Retirement Program............................................... 23
8. Death Benefits.................................................................. 24
9. Discontinuance of Contributions................................................. 25
10. Transfer Payments............................................................... 25
11. Exchange Offer into MEDLEY...................................................... 26
12. Exchange Offer out of MEDLEY.................................................... 26
13. Loans........................................................................... 27

14. Modified Procedures............................................................. 28

The Annuity Period............................................................................. 28
1. Electing the Annuity Date and the Form of Annuity............................... 28
2. Available Forms of Annuity...................................................... 29
3. Purchasing the Annuity.......................................................... 29
Assignment..................................................................................... 29
Changes in the Contracts....................................................................... 30
Reports........................................................................................ 30
Performance Information........................................................................ 30
Participation in divisible surplus............................................................. 30
FEDERAL TAX STATUS........................................................................................ 31
VOTING RIGHTS............................................................................................. 33
OTHER CONTRACTS ON A VARIABLE BASIS....................................................................... 34
STATE REGULATION.......................................................................................... 34
LEGAL PROCEEDINGS......................................................................................... 34
ADDITIONAL INFORMATION.................................................................................... 35
TABLE OF CONTENTS--STATEMENT OF ADDITIONAL INFORMATION.................................................... 35
APPENDIX.................................................................................................. 36
NOTE: ALL MASCULINE REFERENCES IN THIS PROSPECTUS ARE INTENDED TO INCLUDE THE FEMININE GENDER. THE SINGULAR
CONTEXT ALSO INCLUDES THE PLURAL AND VICE VERSA WHERE NECESSARY.
</TABLE>

<PAGE>
DEFINITION OF SPECIAL TERMS USED IN THIS PROSPECTUS

ACCUMULATION ACCOUNT--An account established for each Participant to record the
amount credited to the Participant under a Contract. Separate accounts are
maintained for each investment option.

ACCUMULATION PERIOD--The period, prior to the effecting of an annuity, during
which the amount credited to a Participant may vary with the investment
performance of VCA-10, VCA-11, any Subaccount of VCA-24, or the rate credited
under the companion contract, as selected.

COMPANION CONTRACT--A fixed-dollar group annuity contract issued by Prudential
under which contributions may be made for Participants in the MEDLEY Program.

CONTRACT-HOLDER--The employer, association or trust to which Prudential has
issued a Contract.

CONTRACTS--The group variable annuity contracts described in this Prospectus and
offered for use in connection with retirement arrangements that qualify for
federal tax benefits under Sections 401, 403(b), 408 or 457 of the Internal
Revenue Code and with non-qualified annuity arrangements.

FUND--The Prudential Series Fund, Inc., a mutual fund with separate Portfolios,
seven of which correspond to the seven Subaccounts of VCA-24.

MEDLEY PROGRAM--The contracts chosen by a Contract-holder from those described
in this Prospectus and any Companion Contract(s) comprise the Contract-holder's
MEDLEY Program. It is sometimes referred to in this Prospectus as the "Program."
MEDLEY is a registered service mark of The Prudential Insurance Company of
America.

NON-QUALIFIED COMBINATION CONTRACT--A group variable annuity contract issued in
connection with non-qualified arrangements that permits Participants within a
single Contract to direct contributions to VCA-10, VCA-11, VCA-24 or a general
account fixed rate option of Prudential. Separate Accumulation Accounts are
maintained for amounts credited to the Participant under each investment option
in this Contract.

PARTICIPANT--A person for whom contributions have been made and to whom amounts
invested under a Contract or Companion Contract remain credited.

SUBACCOUNT--A division of VCA-24, the assets of which are invested in shares of
the corresponding Portfolio of the Fund. VCA-24 currently has seven Subaccounts:
the Bond Subaccount, the Government Securities Subaccount, the Conservatively
Managed Flexible Subaccount, the Aggressively Managed Flexible Subaccount, the
Stock Index Subaccount, the Common Stock Subaccount and the Global Equity
Subaccount.

UNIT AND UNIT VALUE--A Participant is credited with Units in each of VCA-10,
VCA-11, and the Subaccounts of VCA-24 in which he invests. The value of these
Units changes each day to reflect the investment results of, and deductions of
charges from, VCA-10, VCA-11 and the Subaccounts of VCA-24, and the expenses of
the Fund Portfolios in which the assets of the Subaccounts are invested. The
number of Units credited to a Participant in VCA-10, VCA-11 or any Subaccount of
VCA-24 is determined by dividing the amount of the contribution made on his
behalf to that Account or Subaccount by the applicable Unit Value for the
business day on which the contribution is received at the address shown on the
cover of this Prospectus.

VARIABLE CONTRACT ACCOUNT-10--A separate account of Prudential registered under
the Investment Company Act of 1940 as an open-end, diversified, management
investment company, invested primarily in common stocks selected with the
objective of long-term growth.

VARIABLE CONTRACT ACCOUNT-11--A separate account of Prudential registered under
the Investment Company Act of 1940 as an open-end, diversified, management
investment company, invested in money market instruments selected with the
objective of realizing as high a level of current income as is consistent with
the preservation of capital and liquidity.

VARIABLE CONTRACT ACCOUNT-24--A separate account of Prudential registered under
the Investment Company Act of 1940 as a unit investment trust, invested through
its Subaccounts in shares of the corresponding Fund Portfolios.

2
<PAGE>

The purpose of the tables on this page and on the following page is to assist
the Participant in understanding the various charges that a Participant in an
Account will bear, whether directly or indirectly. For more complete
descriptions of the various charges, see "Charges" page 18 of this Prospectus.

FEE TABLES--VCA-10 AND VCA-11

PARTICIPANT TRANSACTION EXPENSES
Sales Load Imposed on Purchases.............................................None
Deferred Sales Load (as a percentage of contributions withdrawn):

<S> <C> <C>
0-2 years..................... 7%
3-5 years..................... 6%
6-10 years.................... 4%
11-15 years................... 3%
after 15 years................ 0%
</TABLE>

Maximum Annual Contract Fee.................................................$20*

ANNUAL ACCOUNT EXPENSES
(as a percentage of average net assets)

<TABLE>
<CAPTION>
VCA-10 VCA-11
--------- ---------
<S> <C> <C>
Investment Management Fee .25% .25%
Administrative Fee .75% .75%
--------- ---------
Total Annual Expenses 1.00% 1.00%
</TABLE>

<TABLE>
<CAPTION>
EXAMPLES
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
A. You would pay the following expenses
on each $1000 invested assuming (1) a
5% annual return and (2) redemption
at the end of each time period: 1 Year 3 Years 5 Years 10 Years
----------- ------------- ----------- -------------
VCA-10 $ 80 $ 93 $ 117 $ 166
VCA-11 81 93 118 168
B. You would pay the following expenses
on the same investment assuming (1) a
5% annual return and (2) no redemp-
tion or you annuitize at the end of
the period:
VCA-10 $ 10 $ 33 $ 57 $ 126
VCA-11 11 33 58 128

The above examples are based on data for each Account's fiscal year ended December 31, 1994. The
examples should not be considered a representation of past or future expenses. Actual expenses
may be greater or less than those shown.

<FN>

*The annual contract fee is reflected in the above example upon the assumption
that it is deducted from each of the available investment options, including
the Companion Contract and fixed rate option, in the same proportions as the
aggregate annual contract fees are deducted from each option. The actual
expenses paid by each Participant will vary depending upon the total amount
credited to that Participant and how that amount is allocated. For the way in
which this fee is deducted, see Annual Account Charge on page 19.
</TABLE>

3
<PAGE>
FEE TABLE--VCA-24
PARTICIPANT TRANSACTION EXPENSES
Sales Load Imposed on Purchases.............................................None
Deferred Sales Load (as a percentage of contributions withdrawn):

<TABLE>
<CAPTION>
MAXIMUM DEFERRED SALES CHARGE AS A
YEARS OF PROGRAM PARTICIPATION PERCENTAGE OF CONTRIBUTIONS WITHDRAWN
- ----------------------------------------------- --------------------------------------
<S> <C> <C>
0-2 years..................... 7%
3-5 years..................... 6%
6-10 years.................... 4%
11-15 years................... 3%
after 15 years................ 0%
</TABLE>

Maximum Annual Contract Fee.................................................$20*

ANNUAL SEPARATE ACCOUNT EXPENSES
(as a percentage of average account value)
Administrative Fee.........................................................0.75%

ANNUAL PRUDENTIAL SERIES FUND PORTFOLIO EXPENSES
(as a percentage of each Portfolio's average net assets)

<TABLE>
<CAPTION>
CONSERVATIVELY AGGRESSIVELY
GOVERNMENT MANAGED MANAGED STOCK COMMON GLOBAL
BOND SECURITIES FLEXIBLE FLEXIBLE INDEX STOCK EQUITY
--------- ------------ --------------- ------------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment Management Fee .40% .40% .55% .60% .35% .45% .75%
Other Expenses .05% .05% .06% .06% .07% .10% .48%
--------- ------------ --------------- ------------- --------- --------- ---------
Total Annual Prudential Series
Fund Portfolio Expenses .45% .45% .61% .66% .42% .55% 1.23%
</TABLE>

<TABLE>
<CAPTION>
EXAMPLES
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
A. You would pay the following expenses on each
$1000 invested assuming (1) 5% annual return and
(2) redemption at the end of each time period: 1 Year 3 Years 5 Years 10 Years
----------- ----------- ----------- -------------
Bond $ 83 $ 99 $ 128 $ 189
Government Securities 82 98 127 187
Conservatively Managed Flexible 84 104 136 207
Aggressively Managed Flexible 85 106 139 213
Stock Index 82 98 125 184
Common Stock 84 102 133 201
Global Equity 90 122 167 272
B. You would pay the following expenses on the same
investment, assuming (1) a 5% annual return and (2)
no redemption or you annuitize at the end of the
period:
Bond 13 39 68 149
Government Securities 12 38 67 147
Conservatively Managed Flexible 14 44 76 167
Aggressively Managed Flexible 15 46 79 173
Stock Index 12 38 65 144
Common Stock 14 42 73 161
Global Equity 20 62 107 232

The above examples are based on data for the fiscal year ended December 31, 1994. The examples should not
be considered a representation of past or future expenses. Actual expenses may be greater or less than
those shown.

<FN>

4
<PAGE>
SUMMARY

Four Group Variable Annuity Contracts (the "Contracts") are described in this
Prospectus. They are offered by The Prudential Insurance Company of America
("Prudential") for use in connection with retirement arrangements that qualify
for federal tax benefits under Sections 401, 403(b), 408 or 457 of the Internal
Revenue Code of 1986 (the "Code" or "Internal Revenue Code") and with
non-qualified annuity arrangements. One of the Contracts provides for the
investment of contributions in The Prudential Variable Contract Account-10
("VCA-10"). Another provides for the investment of contributions in The
Prudential Variable Contract Account-11 ("VCA-11"). The third provides for the
investment of contributions in one or more Subaccounts of The Prudential
Variable Contract Account-24 ("VCA-24"). VCA-10, VCA-11 and VCA-24 (the
"Accounts") are separate accounts of Prudential. VCA-10 and VCA-11 are
registered as open-end, diversified, management investment companies, and VCA-24
is registered as a unit investment trust, under the Investment Company Act of
1940, as amended. The fourth is a non-qualified Contract that provides for
investment of contributions in the Accounts and a fixed rate option provided by
Prudential (the "Non-Qualified Combination Contract").

The Contracts generally are issued to employers ("Contract-holders") who make
contributions under them on behalf of their employees. A person for whom
contributions have been made and to whom they remain credited under a Contract
is a "Participant." Contributions also may be made for Participants under a
companion fixed-dollar contract ("Companion Contract"). Those contracts that a
Contract-holder chooses from among the Contracts described in this Prospectus,
along with the Companion Contract, if any, make up the Contract-holder's MEDLEY
Program ("Program").

What follows is a summary of information about the Contracts and about VCA-10,
VCA-11 and VCA-24. More detailed information may be found in the referenced
portions of this Prospectus, as well as in the Statement of Additional
Information.

INTERESTS OF PARTICIPANTS
IN VCA-10, VCA-11 AND THE SUBACCOUNTS OF VCA-24

If the Program made available to a Participant includes all the variable
investment options described in this Prospectus, the Participant may choose to
have contributions made on his behalf invested in any one or more of VCA-10,
VCA-11 and the Subaccounts of VCA-24. The Participant may from time to time
change how those contributions are allocated, usually by notifying Prudential at
the address shown on the cover of this Prospectus. An Accumulation Account will
be established in the name of the Participant in each of VCA-10, VCA-11 and the
Subaccounts of VCA-24 in which the Participant invests. The value of a
Participant's Accumulation Account, expressed in Units of the Account or
Subaccount in which the investment is made, will vary with the investment
results of that Account or Subaccount. See "The Accumulation Period," pages
20-28.

INVESTMENT OBJECTIVES OF THE ACCOUNTS

VCA-10 will invest primarily in common stocks selected with the objective of
long-term growth, taking into account both income and capital appreciation.
Investments will be made according to the standards of a prudent investor
concerned primarily with preserving the real value of his capital by achieving a
rate of growth in the value of his investments commensurate with the rate of
growth in the economy and the prevailing rate of inflation. See "VCA-10's
investment objective and investment policy," pages 12-13.

VCA-11 will invest in money market instruments payable in U.S. dollars selected
with the objective of realizing as high a level of current income as is
consistent with the preservation of capital and liquidity. See "VCA-11's
investment objective and investment policy," pages 13-16.

Each Subaccount of VCA-24 will invest in the corresponding Portfolio of the
Fund. The Bond Subaccount invests in the Bond Portfolio, the Government
Securities Subaccount in the Government Securities Portfolio, the Conservatively
Managed Flexible Subaccount in the Conservatively Managed Flexible Portfolio,
the Aggressively Managed Flexible Subaccount in the Aggressively Managed
Flexible Portfolio, the Stock Index Subaccount in the Stock Index Portfolio, the
Common Stock Subaccount in the Common Stock Portfolio and the Global Equity
Subaccount in the Global Equity Portfolio. Additional Subaccounts and Fund
Portfolios may be available in the future. The investment objectives of each of
these seven Fund Portfolios (see "The Investment Objectives of the Fund
Portfolios," page 16) and other information concerning the management and
operation of the Fund are contained in the accompanying Fund Prospectus and the
Fund's Statement of Additional Information.

There is no assurance that the investment objective of VCA-10, VCA-11 or any
Fund Portfolio will be attained. Nor is there any guarantee that the amount
available to a Participant will equal or exceed the total contributions made on
his behalf. The value of the investments held in VCA-10, VCA-11 and in each Fund
Portfolio fluctuates daily and is subject to the risks of both changing economic
conditions and the selection of investments necessary to meet the Account's or
Portfolio's investment objective.

5
<PAGE>
INVESTMENT MANAGER AND PRINCIPAL UNDERWRITER

Prudential is the investment manager of VCA-10, VCA-11 and the Fund, and
Prudential Retirement Services, Inc. (PRSI), a wholly-owned indirect subsidiary
of Prudential, is the principal underwriter of the Contracts pursuant to
agreements between PRSI and each of VCA-10 and VCA-11 (collectively, the
"Distribution Agreements"). See "The Prudential," page 11, "Management," page
17, "The Fund," pages 11-12, and the accompanying Fund prospectus.

INVESTMENT REQUIREMENTS

Contributions to the Program made on behalf of a Participant through payroll
deduction arrangements or similar agreements with the Contract-holder must be
made at a rate of at least $200 during any 12-month period. Any other
contribution to the Program must be at least $500, except for contributions to
an Individual Retirement Annuity for a non-working spouse under Section 408 of
the Code (or working spouse who elects to be treated as a non-working spouse),
which must be at least $250. All contributions may be divided among the
Contracts and Companion Contract(s) that comprise the Contract-holder's Program.
See "The Accumulation Period," pages 20-28. Checks should be made payable to
Prudential.

CHARGES

No sales charge is deducted from any contribution when made. However, a deferred
sales charge to cover sales expenses may be assessed when a contribution is
withdrawn from VCA-10, VCA-11 or any Subaccount of VCA-24. The deferred sales
charge is imposed only upon contributions withdrawn by a Participant during the
first 15 years of his participation in a Program. The maximum deferred sales
charge of seven percent (7%) applies to contributions withdrawn during the first
two years that a Participant is in a Program. The charge is lower for
contributions withdrawn in subsequent years. Withdrawals are deemed to be made
up of contributions until all of a Participant's contributions to the Account
have been withdrawn. No deferred sales charge is imposed upon contributions
withdrawn to purchase an annuity under a Contract, to provide a death benefit,
pursuant to a systematic withdrawal plan, to provide a minimum distribution
payment, or in cases of financial hardship or disability retirement as
determined pursuant to provisions of the employer's retirement arrangement.
Further, for all plans other than IRAs, no deferred sales charge is imposed upon
contributions withdrawn due to resignation or retirement by the Participant or
termination of the Participant by the Contract-holder. Transfers of
contributions among the Accounts, the Subaccounts, the fixed rate option and the
Companion Contract(s) are treated as withdrawals of contributions from the
Account, Subaccount, fixed rate option or Companion Contract from which the
transfer is made, but no deferred sales charge is imposed upon them. They are,
however, treated as contributions to the Account, Subaccount, fixed rate option
or Companion Contract to which the transfer is made for the purpose of
determining the sales charge, if any, upon subsequent withdrawals from that
Account, Subaccount, fixed rate option or Companion Contract. See "Deferred
Sales Charge," page 18, for further explanation and illustration.

An annual account charge may be made against each Participant's Accumulation
Accounts under a Program. This charge will not exceed $20 for any calendar year
and may be divided among the Participant's Accumulation Accounts. See "Annual
Account Charge," page 19.

Prudential intends to decrease the deferred sales or annual account charges, or
both, applicable to a particular Contract if sales and administrative expenses
associated with that Contract are expected to be lower, or if fewer sales or
administrative services are expected to be required in connection with the
Contract. See "Modification of Charges," page 19.

Prudential makes a daily charge equal to an effective annual rate of 1.00% of
the net value of the assets in VCA-10 and VCA-11. This charge is made up of
0.25% ( 1/4 of 1%) for investment management and 0.75% ( 3/4 of 1%) for
administrative expenses. Prudential makes a daily charge for administrative
expenses equal to an effective annual rate of 0.75% of the net asset value of
each Subaccount of VCA-24. See "Charge for Administrative Expenses and
Investment Management Services," page 19.

A daily charge against assets for investment management with respect to each
Fund Portfolio in which a Subaccount invests is made separately at an effective
annual rate of 0.35% (35/100 of 1%) of the net asset value of the Fund's Stock
Index Portfolio, 0.40% (40/100 of 1%) of the net asset value of the Fund's Bond
Portfolio and Government Securities Portfolio, 0.45% (45/100 of 1%) of the net
asset value of the Fund's Common Stock Portfolio, 0.55% (55/100 of 1%) of the
net asset value of the Conservatively Managed Flexible Portfolio, 0.60% (60/100
of 1%) of the net asset value of the Aggressively Managed Flexible Portfolio,
and 0.75% (75/100 of 1%) of the net asset value of the Global Equity Portfolio.
The Fund's Portfolios also bear the costs of Portfolio transactions, legal and
accounting expenses, shareholder services, and custodial and transfer agency
fees. Further detail is provided in the accompanying prospectus for the Fund and
in its Statement of Additional Information.

The deferred sales charge, the annual account charge, and the charges against
assets for administrative expenses may be changed by Prudential. See "Changes in
the Contracts," page 30.

6
<PAGE>
WITHDRAWALS AND TRANSFERS

Unless restricted by the retirement arrangement under which he is covered, or by
the withdrawal restrictions imposed by federal tax law on tax-deferred annuity
contracts subject to Section 403(b) of the Code and on interests in deferred
compensation plans under Section 457 of the Code, a Participant may withdraw, at
any time, all or a part of his Accumulation Account in VCA-10, or VCA-11 or any
Subaccount of VCA-24. See "Withdrawal (Redemption) of Contributions," page 21.
Withdrawals may be subject to tax under the Internal Revenue Code, including,
under certain circumstances, a 10% penalty tax on premature withdrawals. See
"Federal Tax Status," page 31. In addition, all or a part of a Participant's
Accumulation Account may be transferred among Accounts, Subaccounts, fixed rate
option and Companion Contract without charge or tax liability. Prudential may
limit the frequency of transfers and may under certain Contracts prohibit or
restrict transfers from the Companion Contract or fixed rate option into
non-equity investment options that are defined in the Contract(s) as "competing"
with the Companion Contract or the fixed rate option with respect to investment
characteristics. See "Transfer Payments," page 25.

CONTACTING PRUDENTIAL

All written requests, notices, and transfer requests required by the Contracts
(other than withdrawal requests and death benefit claims), should be sent to
Prudential at the address shown on the cover of this Prospectus. Any questions
or inquiries may be sent to Prudential at that address or may be communicated by
telephone at 1-800-458-6333. All withdrawal requests or death benefit claims
relating to a Participant's interest in VCA-10, VCA-11 and VCA-24 must be sent
to Prudential by one of the following three means: 1) By U.S. mail to:
Prudential Defined Contribution Services, P.O. Box 5410, Scranton, Pennsylvania
18505-5410; 2) Delivery service other than the U.S. mail (e.g., Federal Express,
etc.) sent to our office at the following address: Prudential Defined
Contribution Services, 30 Scranton Office Park, Moosic, Pennsylvania 18507-1789;
or 3) Fax to Prudential Defined Contribution Services, Attention: Client
Payments at: (717) 340-4328. A withdrawal request or death benefit claim will be
deemed received in good order by Prudential as of the end of the valuation
period within which all the properly completed forms and other information
required by Prudential to pay such a request or claim (e.g., due proof of death)
are received as specified above. Receipt of a withdrawal request or death
benefit claim in good order is required by Prudential to process the transaction
in the manner explained on pages 21-25 of this prospectus. Under certain
Contracts, the Contract-holder or a third party acting on their behalf provides
record-keeping services that would otherwise be performed by Prudential. See
"Modified Procedures," page 28.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO PERSON IS AUTHORIZED TO MAKE ANY
REPRESENTATION IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS.

7
<PAGE>
CONDENSED FINANCIAL INFORMATION

INCOME AND CAPITAL CHANGES PER VCA-10 UNIT

(For a Unit outstanding throughout the year)

(Audited year-end information is covered by the Independent Auditors' Report in
the Statement of Additional Information.)

<TABLE>
<CAPTION>
YEAR ENDED
------------------------------------------------------------------------------------------------------------
12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 12/31/89 12/31/88 12/31/87 12/31/86 12/31/85
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Income... $ .0563 $ .0855 $ .0551 $ 0.538 $ .0718 $ .0650 $ .0593 $ .0408 $ .0464 $ .0439
- ---------------------------------------------------------------------------------------------------------------------------------
Expenses
For investment
management fee.... .0083 .0077 .0064 .0056 .0048 .0047 .0038 .0043 .0039 .0032
For administrative
expenses not
covered by the
annual account
charge.......... .0251 .0230 .0192 .0169 .0144 .0141 .0115 .0129 .0116 .0097
- ---------------------------------------------------------------------------------------------------------------------------------
Net investment
income............ .0229 .0548 .0295 .0313 .0526 .0462 .0440 .0236 .0309 .0310
- ---------------------------------------------------------------------------------------------------------------------------------
Capital Changes
Net realized gain
(loss) on
investments....... .1947 .2763 .2884 .1096 .0791 .1451 (.3251) .2121 .2130 .2288
Net unrealized
appreciation
(depreciation) of
investments..... (.2148) .2599 (.0823) .4478 (.2054) .2167 .5511 (.3913) (.2189) .0553
- ---------------------------------------------------------------------------------------------------------------------------------
Net increase
(decrease) in Unit
Value............. .0028 .5910 .2356 .5887 (.0737) .4080 .2700 (.1556) .0250 .3151
- ---------------------------------------------------------------------------------------------------------------------------------
Unit Value
Beginning of
year.............. 3.3576 2.7666 2.5310 1.9423 2.0160 1.6080 1.3380 1.4936 1.4686 1.1535
End of year....... $ 3.3604 $ 3.3576 $ 2.7666 $ 2.5310 $ 1.9423 $ 2.0160 $ 1.6080 $ 1.3380 $ 1.4936 $ 1.4686
- ---------------------------------------------------------------------------------------------------------------------------------
Sum of average
ratios for the
year of (a) charge
for investment
management fee to
net assets* and
(b) charge for
administrative
expenses not
covered by the
annual account
charge to net
assets*........... .9965% .9955% .9936% .9929% .9977% 1.0068% 1.0009% 1.0145% .9977% .9949%
- ---------------------------------------------------------------------------------------------------------------------------------
Average ratio for
the year of net
investment income
to net assets..... .6791% 1.7775% 1.1431% 1.3779% 2.7403% 2.4684% 2.8773% 1.3851% 2.0022% 2.3754%
- ---------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover
rate.............. 31.50% 45.45% 65.20% 71.91% 105.69% 64.11% 97.29% 96.39% 102.72% 96.45%
- ---------------------------------------------------------------------------------------------------------------------------------
Number of Units
outstanding for
Participants at
end of year (000
omitted).......... 79,189 73.569 62.592 58,699 55,621 53,748 52,894 52,350 43,598 30,744
- ---------------------------------------------------------------------------------------------------------------------------------
<FN>
*These calculations exclude The Prudential's equity in VCA-10.
</TABLE>

The above table does not reflect the annual account charge, which does not
affect the Unit Value of VCA-10. This charge is made by reducing
Participants' accounts by a number of Units equal in value to the charge.

While both income and capital changes are shown above, the distinction
between these sources of change in VCA-10 is not particularly significant to
Participants. There is no distinction between income and realized and
unrealized gains and losses on investments in determining the amount of the
Participant's benefits and the taxes payable by the Participant on them.

8
<PAGE>
CONDENSED FINANCIAL INFORMATION

INCOME AND CAPITAL CHANGES PER VCA-11 UNIT

(For a Unit outstanding throughout the year)

(Audited year-end information is covered by the Independent Auditors' Report in
the Statement of Additional Information)

<TABLE>
<CAPTION>
YEAR ENDED
------------------------------------------------------------------------------------------------------------
12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 12/31/89 12/31/88 12/31/87 12/31/86 12/31/85
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Income... $ .0912 $ .0682 $ .0812 $ .1215 $ .1464 $ .1536 $ .1158 $ .0967 $ .0909 $ .1026
- ---------------------------------------------------------------------------------------------------------------------------------
Expenses
For investment
management fee.... .0052 .0050 .0049 .0047 .0044 .0040 .0038 .0035 .0033 .0031
For administrative
expenses not
covered by the
annual account
charge.......... .0154 .0150 .0147 .0142 .0131 .0122 .0113 .0106 .0100 .0093
- ---------------------------------------------------------------------------------------------------------------------------------
Net investment
income............ .0706 .0482 .0616 .1026 .1289 .1374 .1007 .0826 .0776 .0902
- ---------------------------------------------------------------------------------------------------------------------------------
Capital Changes
Net realized gain
(loss) on
investments....... -- -- -- -- -- -- -- -- -- --
Net unrealized
appreciation
(depreciation) of
investments..... -- -- -- -- -- -- -- -- -- --
- ---------------------------------------------------------------------------------------------------------------------------------
Net increase
(decrease) in Unit
Value............. .0482 .0616 .1026 .1289 .1374 .1007 .0826 .0776 .0902
- ---------------------------------------------------------------------------------------------------------------------------------
Unit Value
Beginning of
period............ 2.0350 1.9868 1.9252 1.8226 1.6937 1.5563 1.4556 1.3730 1.2954 1.2052
End of period..... $ 2.1056 $ 2.0350 $ 1.9868 $ 1.9252 $ 1.8226 $ 1.6937 $ 1.5563 $ 1.4556 $ 1.3730 $ 1.2954
- ---------------------------------------------------------------------------------------------------------------------------------
Sum of average
ratios for the
year of (a) charge
for investment
management fee to
net assets* and
(b) charge for
administrative
expenses not
covered by the
annual account
charge to net
assets*........... .9966% .9942% .9999% 1.0048% .9972% .9988% .9996% .9970% .9973% .9972%
- ---------------------------------------------------------------------------------------------------------------------------------
Average ratio for
the year of net
investment income
to net assets..... 3.4176% 2.3997% 3.1433% 5.4667% 7.3333% 8.4557% 6.6989% 5.8503% 5.8068% 7.2093%
- ---------------------------------------------------------------------------------------------------------------------------------
Number of Units
outstanding for
Participants at
end of year (000
omitted).......... 35,448 29,421 27,518 26,400 25,174 23,777 21,278 17,341 14,788 11,634
- ---------------------------------------------------------------------------------------------------------------------------------
<FN>
*These calculations exclude The Prudential's equity in VCA-11.
</TABLE>

The above table does not reflect the annual account charge, which does not
affect the Unit Value of VCA-11. This charge is made by reducing
Participants' accounts by a number of Units equal in value to the charge.

9
<PAGE>
CONDENSED FINANCIAL INFORMATION

ACCUMULATION UNIT VALUE INFORMATION PER VCA-24 UNIT

<TABLE>
<CAPTION>
SUBACCOUNTS
------------------------------------------------------------------------------
COMMON STOCK
------------------------------------------------------------------------------
01/01/94 01/01/93 01/01/92 01/01/91 01/01/90 01/01/89 01/01/88 06/01/87*
TO TO TO TO TO TO TO TO
12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 12/31/89 12/31/88 12/31/87
-------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning of period
(rounded)............... $2.0136 $1.6646 $1.4690 $1.1745 $1.2484 $0.9697 $0.8344 $1.0000
End of period (rounded)... $2.0541 $2.0136 $1.6646 $1.4690 $1.1745 $1.2484 $0.9697 $0.8344
Accumulation Units
Outstanding at end of
period (000 omitted).... 99,323 79,985 51,639 35,657 21,964 17,703 14,576 12,137

BOND
------------------------------------------------------------------------------
01/01/94 01/01/93 01/01/92 01/01/91 01/01/90 01/01/89 01/01/88 06/01/87*
TO TO TO TO TO TO TO TO
12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 12/31/89 12/31/88 12/31/87
-------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning of period
(rounded)............... $1.7435 $1.5950 $1.4992 $1.2973 $1.2075 $1.0720 $0.9977 $1.0000
End of period (rounded)... $1.6746 $1.7435 $1.5950 $1.4992 $1.2973 $1.2075 $1.0720 $0.9977
Accumulation Units
Outstanding at end of
period (000 omitted).... 14,575 14,481 10,103 7,928 5,824 4,122 2,344 1,488
</TABLE>

<TABLE>
<CAPTION>
AGGRESSIVELY
MANAGED
FLEXIBLE
------------------------------------------------------------------------------
01/01/94 01/01/93 01/01/92 01/01/91 01/01/90 01/01/89 01/01/88 06/01/87*
TO TO TO TO TO TO TO TO
12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 12/31/89 12/31/88 12/31/87
-------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning of period
(rounded)............... $1.8609 $1.6223 $1.5189 $1.2201 $1.2056 $0.9976 $0.8909 $1.0000
End of period (rounded)... $1.7886 $1.8609 $1.6223 $1.5189 $1.2201 $1.2056 $0.9976 $0.8909
Accumulation Units
Outstanding at end of
period (000 omitted).... 44,729 36,035 23,410 16,859 12,229 10,015 7,850 5,568

<CAPTION>
CONSERVATIVELY
MANAGED
FLEXIBLE
------------------------------------------------------------------------------
01/01/94 01/01/93 01/01/92 01/01/91 01/01/90 01/01/89 01/01/88 06/01/87*
TO TO TO TO TO TO TO TO
12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 12/31/89 12/31/88 12/31/87
-------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning of period
(rounded)............... $1.7473 $1.5691 $1.4781 $1.2508 $1.1971 $1.0310 $0.9387 $1.0000
End of period (rounded)... $1.7175 $1.7473 $1.5691 $1.4781 $1.2508 $1.1971 $1.0310 $0.9387
Accumulation Units
Outstanding at end of
period (000 omitted).... 43,594 36,932 24,223 16,385 11,857 10,273 8,444 7,436
</TABLE>

<TABLE>
<CAPTION>
STOCK
INDEX
--------------------------------------------------------------------
01/01/94 01/01/93 01/01/92 01/01/91 01/01/90 01/01/89 05/02/88*
TO TO TO TO TO TO TO
12/31/94 12/31/93 12/31/92 12/31/91 12/31/90 12/31/89 12/31/88
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Beginning of period
(rounded)............... $2.0072 $1.8440 $1.7342 $1.3469 $1.4086 $1.0843 $1.0000
End of period (rounded)... $2.0123 $2.0072 $1.8440 $1.7342 $1.3469 $1.4086 $1.0843
Accumulation Units
Outstanding at end of
period (000 omitted).... 40,522 32,178 20,554 10,724 4,232 1,285 189

<CAPTION>
GLOBAL GOVERNMENT
EQUITY SECURITIES
-------------------------------------- --------------------------------------
01/01/94 01/01/93 01/01/92 05/01/91* 01/01/94 01/01/93 01/01/92 05/01/91*
TO TO TO TO TO TO TO TO
12/31/94 12/31/93 12/31/92 12/31/91 12/31/94 12/31/93 12/31/92 12/31/91
-------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning of period
(rounded)............... $1.3791 $0.9707 $1.0127 $1.0000 $1.3196 $1.1811 $1.1242 $1.0000
End of period (rounded)... $1.3020 $1.3791 $0.9707 $1.0127 $1.2421 $1.3196 $1.1811 $1.1242
Accumulation Units
Outstanding at end of
period (000 omitted).... 21,739 12,368 3,180 1,300 16,140 15,556 9,269 6,641

<FN>

*Commencement of operations.
</TABLE>

Additional financial information concerning VCA-24 can be found on pages 35-41
of the Statement of Additional Information.

10
<PAGE>
INTRODUCTION

The Contracts described in this Prospectus are offered for use in connection
with various retirement arrangements entitled to federal income tax benefits.
These are (a) individual retirement annuities ("IRAs") subject to Section 408 of
the Code, (b) tax-deferred annuities subject to Section 403(b) of the Code, for
use by public schools and certain tax-exempt organizations, (c) eligible
deferred compensation plans subject to Section 457 of the Code and (d) pension
and profit sharing plans qualified under Section 401 of the Code including those
plans that are established by self-employed individuals for themselves and their
employees. A summary of the tax benefits available to persons participating in
these arrangements and their beneficiaries is provided under "Federal Tax
Status," page 31. The Contracts described in this Prospectus are also offered
for use in connection with non-qualified annuity arrangements.

When the Program made available to a Participant includes all variable
investment options, the Participant may have contributions made on his behalf
invested in one or more of VCA-10, VCA-11, and the Subaccounts of VCA-24. Some
Programs, however, may offer only some of the variable investment options, and
accordingly a Participant in those Programs may only have contributions made on
their behalf to the available Accounts and Subaccounts. An Accumulation Account
will be established for a Participant in each Account or Subaccount in which he
invests. The value of a Participant's Accumulation Account in VCA-10, VCA-11 or
any particular Subaccount of VCA-24 will vary with the investment results in
VCA-10, VCA-11 or any particular Subaccount of VCA-24, respectively. A
Participant may elect to have the value of his Accumulation Accounts distributed
to him in one sum, applied to the purchase of a fixed-dollar annuity, or both.
The Contracts do not provide for annuity payments that vary with the investment
results of VCA-10, VCA-11 or any Subaccount of VCA-24.

THE PRUDENTIAL

Prudential is a mutual life insurance company incorporated in 1873 under the
laws of the State of New Jersey. Its corporate office is located at Prudential
Plaza,
Newark, New Jersey. It has been investing for pension funds since 1928. At
December 31, 1994, it managed over $105 billion of group pension fund assets.

Prudential serves as the investment manager for VCA-10, VCA-11 and the Fund and
is registered as an investment adviser under the Investment Advisers Act of
1940. PRSI performs certain sales and distribution functions regarding the
Contracts pursuant to agreements between PRSI and each of VCA-10 and VCA-11
(collectively, the "Distribution Agreements") and may be deemed to be the
Contracts' "principal underwriter" under the Investment Company Act of 1940, as
amended (the "1940 Act"). PRSI is registered as a broker-dealer under the
Securities Exchange Act of 1934. Prudential is responsible for the
administrative and recordkeeping functions of VCA-10, VCA-11, VCA-24 and the
Fund. Prudential's financial statements appear in the Statement of Additional
Information and should be considered only as bearing upon Prudential's ability
to meet its obligations under the Contracts.

THE ACCOUNTS

Prudential established VCA-10 and VCA-11 on March 1, 1982, and VCA-24 on April
29, 1987, under the insurance laws of the State of New Jersey. Each Account
meets the definition of a "separate account" under the federal securities laws.
The assets in the Accounts are the property of Prudential, but are legally
segregated from all other assets of Prudential and may not be charged with
liabilities arising out of any of Prudential's other business. All income, gains
and losses, whether or not realized, from assets allocated to the Accounts are
credited to or charged against the Accounts without regard to other income,
gains, or losses of Prudential. The assets in the Accounts will always be equal
or greater in value than Prudential's liabilities under the Contracts. The
fixed-dollar annuities available under the Contracts are not funded through the
Accounts. The obligations arising under the Contracts are general corporate
obligations of Prudential.

VCA-10, VCA-11 and the Fund are registered as open-end, diversified, management
investment companies, and VCA-24 as a unit investment trust, with the Securities
and Exchange Commission (the "Commission") under the 1940 Act. This registration
does not involve supervision by the Commission of Prudential or of the
management or investment practices of the Accounts or the Fund.

THE FUND

The Fund is registered under the 1940 Act as an open-end, diversified,
management investment company. Seven of the Portfolios of the Fund are available
for the investment of contributions made under the Contracts funded through
VCA-24. Investments in a Portfolio are made by purchasing shares of the series
of Fund capital stock representing interests in that Portfolio. Shares in the
Fund are currently sold at their net asset value to separate accounts
established by Prudential and certain other insurers that offer variable life
insurance contracts and variable annuity contracts.

As noted, shares of the Fund are sold to both variable life and variable annuity
separate accounts. It is conceivable that in the future it may become
disadvantageous for both variable life and variable annuity contract separate
accounts to invest in the same underlying fund. Although Prudential, Pruco Life,
Pruco Life Insurance Company of New Jersey, and the Fund do not currently
foresee any such disadvantage, the Fund's Board of

11
<PAGE>
Directors intends to monitor events in order to identify any material conflict
between variable annuity contract owners and variable life contract owners and
to determine what action, if any, should be taken in response thereto. Material
conflicts could result from such things as: (1) changes in state insurance law;
(2) changes in federal income tax law; (3) changes in the investment management
of any Portfolio of the Fund; or (4) differences between voting instructions
given by variable annuity contract owners and Participants and those given by
variable life insurance contract owners.

INVESTMENT PRACTICES

A Participant should review the investment objectives and policies described
below for VCA-10, VCA-11 and each Fund Portfolio corresponding to each
Subaccount of VCA-24 before deciding how to have his contributions invested.
VCA-10, VCA-11 and the Fund Portfolios have for the most part different
investment objectives and policies. These differences will affect the return on
a Participant's investment and the market and financial risks to which that
investment will be exposed. There is no guarantee that the objectives of VCA-10,
VCA-11 or any Fund Portfolio will be met.

VCA-10'S INVESTMENT OBJECTIVE

The investment objective of VCA-10 is the long-term appreciation of the assets
held in the Account. Since no federal income tax will be payable upon dividend
income or realized capital gains, consideration will be given to both potential
income and capital gains opportunities in selecting investments. Investments
will be made primarily in established corporations according to the standards of
a prudent investor concerned primarily with preserving the real value of his
capital by achieving a rate of growth in the value of his investments
commensurate with the rate of growth in the economy and the prevailing rate of
inflation. This objective is a fundamental investment policy and may not be
changed without the approval of a majority vote of persons having voting rights
in respect of the Account. Certain investment restrictions are applicable; they
are set forth in the Statement of Additional Information.

VCA-10'S INVESTMENT POLICY

The investment policies of VCA-10 set forth below are adopted in an effort to
achieve the investment objective and are not fundamental. Therefore, the
investment policies of VCA-10 may be changed by the Account's Committee without
participant approval.

The assets held in VCA-10 will be invested in a portfolio consisting primarily
(that is, at least 85%) of common stocks of established corporations and related
options and futures. Not more than 15% of such assets may be invested in
preferred stocks, bonds, debentures, notes, and other evidences of indebtedness
of established corporations or of governmental entities which are of a character
customarily acquired by institutional investors, whether or not publicly
distributed. These may or may not be convertible into stock or accompanied by
warrants or rights to acquire stock. There may be times, however, when economic
conditions or general levels of common stock prices are such that continued
investment primarily in common stocks will be deemed not to be the best method
of attaining the investment objective of the Account. At such times, a larger
than usual portion of the assets held in VCA-10 may be invested in cash, cash
equivalents, preferred stocks and evidences of indebtedness. In addition, cash
and high grade, short-term debt securities (including securities acquired
through short-term repurchase transactions) of the kind held in VCA-11 as
described below may be held at times in order to make possible the orderly and
flexible programming of investments.

OPTIONS ON EQUITY SECURITIES. VCA-10 may purchase and write (i.e., sell) put and
call options on equity securities that are traded on national securities
exchanges or that are listed on the National Association of Securities Dealers
Automated Quotation System ("NASDAQ"). A call option is a short-term contract
pursuant to which the purchaser or holder, in return for a premium paid, has the
right to buy the equity security underlying the option at a specified exercise
price (the strike price) at any time during the term of the option. The writer
of the call option, who receives the premium, has the obligation, upon exercise
of the option, to deliver the underlying equity security against payment of the
strike price. A put option is a similar contract which gives the purchaser or
holder, in return for a premium, the right to sell the underlying equity
security at a specified exercise price (the strike price) during the term of the
option. The writer of the put, who receives the premium, has the obligation to
buy the underlying equity security at the strike price upon exercise by the
holder of the put.

VCA-10 will write options on stocks only if they are covered. In general, an
option is covered if the writer has segregated assets sufficient to meet the
writer's obligation should the purchaser exercise the option. VCA-10 may
purchase "protective puts," I.E., put options acquired for the purpose of
protecting a portfolio security from a decline in market value, and may purchase
call options for hedging and investment purposes.

VCA-10 may terminate its obligation as the writer of an option by effecting a
"closing purchase transaction," I.E., buying an option of the same series as the
option previously written. Similarly, VCA-10 may liquidate its position as a
holder of an option by exercising the option or by effecting a "closing sale
transaction," I.E., selling an option of the same series as the option
previously purchased.

VCA-10's use of options on equity securities is subject to certain special
risks, in addition to the risk that the market value of the security will move
adversely to

12
<PAGE>
VCA-10's option position. Further information about options on equity securities
and the risks associated with their use is provided in the Statement of
Additional Information.

OPTIONS ON STOCK INDICES. VCA-10 may purchase and sell (I.E. write) put and call
options on stock indices traded on national securities exchanges or listed on
NASDAQ. Options on stock indices are similar to options on stock except that,
rather than the right to take or make delivery of stock at a specified price, an
option on a stock index gives the holder the right to receive, upon exercise of
the option, an amount of cash if the closing level of the stock index upon which
the option is based is greater than in the case of a call, or less than, in the
case of a put, the strike price of the option. This amount of cash is equal to
such difference between the closing price of the index and the strike price of
the option times a specified multiple (the "multiplier"). If the option is
exercised, the writer is obligated, in return for the premium received, to make
delivery of this amount. Unlike stock options, all settlements are in cash, and
gain or loss depends on price movements in the stock market generally (or in a
particular industry or segment of the market) rather than price movements in
individual stocks.

VCA-10 will write options on stock indices only if they are covered. VCA-10 may
purchase put and call options for hedging and investment purposes, and may
effect closing sale and purchase transactions.

Further detail about options on stock indices is set forth in the Statement of
Additional Information.

STOCK INDEX FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS. VCA-10 may, to
the extent permitted by applicable insurance law and federal regulations,
attempt to reduce the risk of investment in equity securities by hedging a
portion of its equity portfolio through the use of stock index futures traded on
a commodities exchange or board of trade or options on such futures contracts. A
stock index futures contract is an agreement in which the seller (I.E. writer)
of the contract agrees to deliver to the buyer an amount of cash equal to a
specific dollar amount times the difference between the value of a specific
stock index at the close of the last trading day of the contract and the price
at which the agreement is made. An option on a futures contract gives the
purchaser or holder the right, but not the obligation, to assume a position in a
futures contract (a long position if the option is a call and a short position
if the option is a put) at a specified price at any time during the option
exercise period. The writer of the option is required upon exercise to assume an
offsetting futures position. Further detail about stock index futures contracts
and options thereon is contained in the Statement of Additional Information.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. VCA-10 may, from time to time and
in the ordinary course of business, purchase equity securities on a when-issued
or delayed delivery basis, that is, delivery and payment can take place a month
or more after the date of the transaction. VCA-10 will limit such purchases to
those in which the date for delivery and payment falls within 120 days of the
date of the commitment. VCA-10 will make commitments for such when-issued
transactions only with the intention of actually acquiring the securities.
VCA-10's custodian will maintain, in a separate account, cash, U.S. Government
securities or other liquid high-grade debt obligations having a value equal to
or greater than such commitments. If VCA-10 chooses to dispose of the right to
acquire a when-issued security prior to its acquisition, it could, as with the
disposition of any other portfolio security, incur a gain or loss due to market
fluctuations.

SHORT SALES AGAINST THE BOX. VCA-10 may make short sales of securities or
maintain a short position, provided that at all times when a short position is
open VCA-10 owns an equal amount of such securities or securities convertible
into or exchangeable, with or without payment of any further consideration, for
an equal amount of the securities of the same issuer as the securities sold
short (a "short sale against the box"); provided, that if further consideration
is required in connection with the conversion or exchange, cash or U.S.
Government securities in an amount equal to such consideration must be put in a
segregated account.

VCA-11'S INVESTMENT OBJECTIVE

The investment objective of VCA-11 is to seek as high a level of current income
as is consistent with the preservation of capital and liquidity. This objective
is a fundamental investment policy and may not be changed without the approval
of a majority vote of persons having voting rights in respect of the Account.
Certain investment restrictions are applicable; they are set forth in the
Statement of Additional Information.

VCA-11'S INVESTMENT POLICY

The investment policies of VCA-11 set forth below are adopted in an effort to
achieve the investment objectives and are not fundamental. Therefore, the
investment policies of VCA-11 may be changed by the Account's Committee without
participant approval.

The Account seeks to achieve its objective by investing in the following money
market instruments payable in U.S. dollars:

1. U.S. Treasury Bills and other obligations issued or guaranteed by the
U.S. Government, its agencies or instrumentalities. See "Appendix."

2. Obligations (including certificates of deposit and bankers' acceptances)
of any commercial bank, savings bank and savings and loan association
organized under the laws of the United States or any state thereof and
any commercial bank organized under the laws of any foreign nation,
provided that such bank or association

13
<PAGE>
has, at the time of the Account's investment, total assets of at least $1
billion or the equivalent. The term "certificates of deposit" includes
both Eurodollar certificates of deposit, for which there is generally a
market, and Eurodollar time deposits, for which there is generally not a
market. "Eurodollars" are dollars deposited in foreign banks and foreign
branches of United States banks outside the United States.

An investment in Eurodollar instruments and in instruments of foreign
issuers generally involves risks that are different in some respects from
an investment in debt obligations of domestic issuers, including future
political and economic developments that might adversely affect the
payment of principal and interest on such instruments. In addition, there
may be less publicly available information about a foreign issuer than
about a domestic issuer, and such foreign issuers may not be subject to
the same accounting, auditing and financial standards and requirements as
domestic issuers. Finally, in the event of default, judgments against a
foreign issuer might be difficult to obtain or enforce. See "Appendix."
3. Commercial paper, variable amount demand master notes, bills, notes and
other obligations issued by a U.S. or foreign company, a foreign
government, its political subdivisions, agencies or instrumentalities,
maturing in 397 days or less, denominated in U.S. dollars, and, at the
date of investment present minimal credit risk and which are of "eligible
quality", as determined by VCA-11's investment manager under the
supervision of the Committee members. "Eligible quality," means (i) a
security (or issuer) rated in one of the two highest rating categories by
at least two nationally recognized statistical rating organizations
assigning a rating to the security or issuer (or, if only one such rating
organization assigned a rating, that rating organization) or (ii) an
unrated security deemed of comparable quality by VCA-11's investment
manager under the supervision of the Committee members. See "Appendix."

VCA-11 also may purchase instruments of the types described above
together with the right to resell the instruments at an agreed-upon price
or yield within a specified period prior to the maturity date of the
instruments. Such a right to resell is commonly known as a "put" and the
aggregate price that VCA-11 pays for instruments with a put may be higher
than the price that otherwise would be paid for the instruments.

4. Commercial paper, variable amount demand master notes or other
obligations which are guaranteed or supported by a letter of credit
issued by a bank, provided such bank (including a foreign bank) meets the
requirements set forth in paragraph (2) above. Commercial paper, variable
amount demand master notes or other fixed income obligations which are
guaranteed or insured by an insurance company or other non-bank entity,
provided such insurance company or other non-bank entity represents a
credit of high quality, as determined by the Account's Portfolio Manager
under the supervision of the VCA-11 Committee. Although the commercial
paper issuer may have a record of less than three years of continuous
operation, the investment along with the letter of credit will not be
considered as one of an issuer with a record of less than three years of
continuous operation unless the supporting bank or financial institution
has a record of less than three years of continuous operation.

5. "Floating rate" and "variable rate" obligations, the interest rates on
which fluctuate generally with changes in market interest rates.
Investments in floating rate or variable rate securities normally will
involve securities which provide that the rate of interest is set as a
spread to a designated base rate, such as rates on Treasury bills, and,
in some cases, that the purchaser can demand payment of the obligation at
specified intervals or after a specified notice period (in each case of
less than one year) at par plus accrued interest, which amount may be
more or less than the amount paid for them. Variable rate securities
provide for a specified periodic adjustment in the interest rate, while
floating rate securities have an interest rate which changes whenever
there is a change in the designated base interest rate.

REPURCHASE AGREEMENTS. When VCA-11 purchases money market securities of the
types described above, it may on occasion enter into a repurchase agreement with
the seller wherein the seller and VCA-11 agree at the time of sale to a
repurchase of the security at a mutually agreed upon time and price. The period
of maturity is usually quite short, possibly overnight or a few days, although
it may extend over a number of months. The resale price is in excess of the
purchase price, reflecting an agreed-upon market rate of interest effective for
the period of time the Account's money is invested in the security, and is not
related to the coupon rate of the purchased security. Repurchase agreements may
be considered loans of money to the seller of the underlying security, which are
collateralized by the securities underlying the repurchase agreement. VCA-11
will not enter into repurchase agreements unless the agreement is 'fully
collateralized,' I.E., the value of the securities is, and during the entire
term of the agreement

14
<PAGE>
remains, at least equal to the amount of the 'loan' including accrued interest.
VCA-11 will take possession of the securities underlying the agreement and will
value them daily to assure that this condition is met. The VCA-11 Committee has
adopted standards for the parties with whom it will enter into repurchase
agreements which it believes are reasonably designed to assure that such a party
presents no serious risk of becoming involved in bankruptcy or insolvency
proceedings within the time frame contemplated by the repurchase agreement. In
the event that a seller defaults on a repurchase agreement, VCA-11 may incur a
loss in the market value of the collateral as well as disposition costs; and, if
a party with whom VCA-11 had entered into a repurchase agreement becomes
insolvent, VCA-11's ability to realize on the collateral may be limited or
delayed and a loss may be incurred if the collateral securing the repurchase
agreement declines in value during the insolvency proceedings.

VCA-11 will not enter into repurchase agreements with Prudential or its
affiliates, including Prudential Securities Incorporated. This will not affect
the Account's ability to maximize its opportunities to engage in repurchase
agreements.

VCA-11 may not invest more than 10% of its net assets in illiquid securities,
including securities that are illiquid by virtue of the absence of a readily
available market or legal or contractual restrictions on resale and repurchase
agreements which have a maturity of longer than seven days. Securities that have
legal or contractual restrictions on resale but have a readily available market
are not deemed illiquid for purposes of this limitation. The investment manager
will monitor the liquidity of such restricted securities subject to the
supervision of the committee members. In reaching liquidity decisions, the
investment manager will consider, INTER ALIA, the following factors: (1) the
frequency of trades and quotes for the security; (2) the number of dealers
wishing to purchase or sell the security and the number of other potential
purchasers; (3) dealer undertakings to make a market in the security and (4) the
nature of the security and the nature of the marketplace trades (e.g., the time
needed to dispose of the security, the method of soliciting offers and the
mechanics of the transfers). Repurchase agreements subject to demand are deemed
to have a maturity equal to the notice period.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. From time to time, in the ordinary
course of business, VCA-11 may purchase securities on a when-issued or delayed
delivery basis--i.e., delivery and payment can take place a month or more after
the date of the transaction. The purchase price and the interest rate payable on
the securities are fixed on the transaction date. The securities so purchased
are subject to market fluctuation, and no interest accrues to the Account until
delivery and payment take place. At the time the Account makes the commitment to
purchase securities on a when-issued or delayed delivery basis, it will record
the transaction and thereafter reflect the value, each day, of such securities
in determining its net asset value. VCA-11 will make commitments for such
when-issued transactions only with the intention of actually acquiring the
securities and, to facilitate such acquisitions, the Account's custodian bank
will maintain, in a separate account of VCA-11, portfolio securities having a
value equal to or greater than such commitments. On the delivery dates for such
transactions, VCA-11 will meet its obligations from maturities or sales of the
securities held in the separate account and/or from then-available cash flow. If
VCA-11 chooses to dispose of the right to acquire a when-issued security prior
to its acquisition, it could, as with the disposition of any other portfolio
obligation, incur a gain or loss due to market fluctuation.

No when-issued commitments will be made if, as a result, more than 15% of the
Account's net assets would be committed.

Generally, VCA-11 will not engage in portfolio trading but may do so from time
to time to enhance current return. In any event, because of the short-term
character of the investments held in the Account, the portfolio turnover is
expected to be high.

The VCA-11 Committee has adopted the following additional policies for the
Account to conform to recent amendments to an SEC rule applicable to money
market funds, like VCA-11: (1) VCA-11 will only purchase securities that are
United States dollar-denominated "eligible securities" (see "Appendix") that the
VCA-11 Committee has determined present minimal credit risks; (2) VCA-11 will
not invest more than 5% of its assets in the securities of any one issuer
(except U.S. Government obligations); however, the Account may exceed the 5%
limit with respect to the "first tier" securities (see "Appendix"), of one
issuer at a time, for up to three business days after the purchase is made; (3)
VCA-11 will not invest more than 5% of its total assets in "second tier"
securities (see "Appendix") nor more than the greater of one million dollars and
1% of its assets in the "second tier" securities of any one issuer; (4) If a
"first tier" security held by VCA-11 ceases to be so classified, or if
Prudential becomes aware that any "NRSRO" (see "Appendix") has rated any
security in the Account below the NRSRO's second highest rating, the Committee
will reassess promptly whether the security presents minimal credit risks and
shall cause the Account to take such action as the Committee determines is in
the best interests of VCA-11 and its Participants; (5) In the event of a default
with respect to a security held by VCA-11, or if a security held in the Account
ceases to be an "eligible security," or if it has been determined that a
security owned by VCA-11 no longer presents minimal credit risks, VCA-11 will
sell the security as soon as practicable unless the Committee makes a specific
finding that such action would not be in the best interest of the Account; and
(6) VCA-11's dollar-weighted average portfolio maturity will be no more than 90
days, and the Account will not acquire any instrument with a remaining maturity

15
<PAGE>
greater than 397 calendar days. The VCA-11 Committee has adopted written
procedures delegating to the investment manager under certain guidelines the
responsibility to make several of the above-described determinations, including
certain credit quality determinations.

THE INVESTMENT OBJECTIVES OF THE FUND PORTFOLIOS

The investment objectives of the seven Fund Portfolios currently available for
investment through VCA-24 under the Contracts are:

BOND PORTFOLIO. A high level of income over the longer term while providing
reasonable safety of capital through investment primarily in readily marketable
intermediate and long-term fixed income securities that provide attractive
yields but do not involve substantial risk of loss of capital through default.

GOVERNMENT SECURITIES PORTFOLIO. A high level of income over the longer term
consistent with the preservation of capital through investment primarily in U.S.
Government securities, including intermediate and long-term U.S. Treasury
securities and debt obligations issued by agencies of or instrumentalities
established, sponsored or guaranteed by the U.S. Government. At least 65% of the
total assets of the Portfolio will be invested in U.S. Government securities.

CONSERVATIVELY MANAGED FLEXIBLE PORTFOLIO. Achievement of a favorable total
investment return consistent with a portfolio having a conservatively managed
mix of money market instruments, fixed income securities, and common stocks of
established companies, in proportions believed by the investment manager to be
appropriate for an investor desiring diversification of investment who prefers a
relatively lower risk of loss than that associated with the Aggressively Managed
Flexible Portfolio while recognizing that this reduces the chances of greater
appreciation.

AGGRESSIVELY MANAGED FLEXIBLE PORTFOLIO. Achievement of a high total return
consistent with a portfolio having an aggressively managed mix of money market
instruments, fixed income securities, and common stocks, in proportions believed
by the investment manager to be appropriate for an investor desiring
diversification of investment who is willing to accept a relatively high risk of
loss in an effort to achieve greater appreciation.

STOCK INDEX PORTFOLIO. Achievement of investment results that correspond to the
price and yield performance of publicly traded common stocks in the aggregate by
following a policy of attempting to duplicate the price and yield performance of
the Standard & Poor's 500 Composite Stock Price Index.

COMMON STOCK PORTFOLIO. Capital appreciation through investment primarily in
common stocks of companies, including major established corporations as well as
smaller capitalization companies, that appear to offer attractive prospects of
price appreciation that is superior to broadly-based stock indices. Current
income, if any, is incidental.

GLOBAL EQUITY PORTFOLIO. Long-term growth of capital through investment
primarily in common stock and common stock equivalents of foreign and domestic
issuers. Current income, if any, is incidental.

The investment policies, restrictions and risks associated with each of these
seven Fund Portfolios are described in the accompanying Prospectus for the Fund.
Certain restrictions are set forth in the Fund's Statement of Additional
Information.

DETERMINATION OF ASSET VALUE

The value of the securities (except options and fixed income securities
including convertible bonds) held in VCA-10 will be determined once daily as of
5:00 P.M., New York time ("Valuation Time") using composite pricing which
reflects prices as of the close of business on all major exchanges, on each day
on which the New York Stock Exchange ("NYSE") is open for trading and, as
provided below, on any other day in which there is sufficient trading in
VCA-10's portfolio securities to result in a material change in the value of the
Account. A security that is traded on a national securities exchange will be
valued at the last sale price for such security on any major exchange on which
such security is traded as of Valuation Time, or, in the absence of recorded
sales on such exchange on the valuation date, at the average of readily
available bid and asked prices on such exchange at the Valuation Time. Any
security not traded on a national securities exchange but traded in the over-
the-counter market for which quotations are furnished through the nationwide
automated quotation system approved by the National Association of Securities
Dealers, Inc. ("NASDAQ") will be valued based on the last sale price as of the
Valuation Time on each day on which the NYSE is open for trading, or, in the
absence of recorded sales on such day, at the average of readily available bid
and asked prices, as established by NASDAQ at the Valuation Time. Unlisted
securities not quoted on NASDAQ are valued at the average of the quoted bid and
asked prices in the over-the-counter market at the Valuation Time.

Fixed income securities including convertible bonds are valued based on prices
provided by an industry-recognized pricing service when such prices are believed
to reflect the fair market value of such securities. Fixed income securities
including convertible bonds not priced in this manner are valued at the mean of
the last reported bid and asked prices provided by principal market makers and
recognized securities dealers in such securities. Options on stocks and stock
indices traded on national securities exchanges are valued as of the close of
options trading on such exchanges (which is currently 4:10 P.M., New York time)
on the valuation date. Stock index futures and options thereon which are traded
on commodities exchanges are valued as of the

16
<PAGE>
close of such commodity exchanges (which is currently 4:15 P.M., New York time)
on the valuation date. The value of the option or future is based upon the last
sale price on the exchange on which the contract is traded or as provided by
NASDAQ or at the mean between the last bid and asked price if such bid and asked
price are of a more recent day than the last trade price.

Portfolio securities for which market quotations are not readily available will
be valued at fair value as determined in good faith under the direction of the
Committee. Short-term investments having maturities of sixty days or less 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 accrual of discount or amortization of premium to
maturity.

The value of securities in VCA-11 is determined daily at 12:00 noon, New York
City time, on each business day and on any other day in which there is
sufficient trading in VCA-11's portfolio securities to result in a material
change in the value of the Account. With the exception of U.S. Government
securities held subject to repurchase agreements that may have maturity dates in
excess of one year from the date of delivery of the repurchase agreement,
securities held in VCA-11 consist primarily of debt obligations with a remaining
maturity of less than thirteen months. These securities will be valued at
amortized cost. If the net asset value of VCA-11 fluctuates by as much as
one-half of one percent because of the use of the amortized cost method as
opposed to the mark-to-market valuation, then the Committee will be promptly
notified so that corrective action may be taken to avoid the dilution of the
interests of Participants in investment companies. This corrective action may
entail selling portfolio instruments prior to maturity, redeeming shares in kind
or using market value. In determining the market value for securities held in
VCA-11, where the primary market for a security is an exchange, the market
quotations are obtained from that exchange. Securities which are not listed on
an exchange and for which market quotations are readily available are valued at
the market price as obtained from one or more of the major market makers. Other
investments and assets are valued at fair value as determined by appraisal.
Prudential supervises and retains responsibility for such appraisals under the
direction of the VCA-11 Committee.

The proceeds from sales of VCA-11's assets generally will vary inversely to
changes in interest rates. If interest rates increase after a security is
purchased, the security, if sold, may return less than its cost.

The procedures for computing the net asset value of Fund shares are described in
the accompanying Fund Prospectus.

MANAGEMENT

The operations of VCA-10 and VCA-11 are conducted under the general supervision
of each Account's Committee and in accordance with each Account's Rules and
Regulations. The members of each Account's Committee are elected for indefinite
terms by the Participants in that Account and by any other persons who may have
voting rights in respect of the Account. See "Voting Rights," page 33. A
majority of the Committee members are not "interested persons" of Prudential or
of the Accounts, as defined in the 1940 Act. Information about the Fund's Board
of Directors is provided in the accompanying Prospectus of the Fund and its
Statement of Additional Information.

Prudential serves as the investment manager of the Accounts and the Fund under
separate investment management agreements with each of them. Subject to
Prudential's supervision, all of the investment management services provided by
Prudential are furnished by its wholly-owned subsidiary, The Prudential
Investment Corporation ("PIC"). Prudential continues to have responsibility for
all investment advisory services under its investment management agreements with
the Accounts and the Fund. Pursuant to a service agreement between Prudential
and PIC, Prudential reimburses PIC for its costs and expenses. PIC is registered
as an investment adviser under the Investment Advisers Act of 1940. Prudential
Investment Advisors (PIA), a division of PIC, supplies the services with respect
to equity securities, money market instruments and other debt securities.

Under the above-described service agreement, as of December 31, 1994, PIA
managed approximately $22.9 billion in common stock investments and $21.0
billion in short-term investments.

An affiliated broker may be employed to execute brokerage transactions on behalf
of the Accounts and the Fund, as long as the commissions are reasonable and fair
compared to the commissions received by other brokers in connection with
comparable transactions involving similar securities being purchased or sold on
a securities exchange during a comparable period of time. The Accounts and the
Fund may not engage in any transactions in which Prudential or its affiliates,
including Prudential Securities Incorporated, acts as principal, including
over-the-counter purchases and negotiated trades in which such a party acts as a
principal.

Prudential is also responsible for the Accounts' administrative and
recordkeeping functions and pays the expenses associated with them. Certain of
these services are performed on behalf of Prudential by its indirect
wholly-owned subsidiary, The Prudential Asset Management Company, Inc., pursuant
to a service agreement. More information about the service agreement and the
services provided may be found in the Statement of

17
<PAGE>
Additional Information. Information about the administrative, recordkeeping and
other expenses of the Fund appears in the accompanying Fund prospectus, and in
the Fund's Statement of Additional Information.

CHARGES

No deduction is made from contributions to VCA-10, VCA-11 or any Subaccount of
VCA-24 at the time they are made. Accordingly, one hundred percent (100%) of
those contributions is invested in the program. Certain charges, described
below, are imposed upon withdrawal of all or part of the contributions made on
behalf of Participants, or upon each Participant's Accumulation Account in the
Program.

DEFERRED SALES CHARGE

PRSI performs certain sales and distribution functions regarding the Contracts.
In consideration for these services, a deferred sales charge which is designed
to cover expenses relating to sales of the Contracts, including commissions, may
be imposed upon contributions withdrawn by a Participant. To the extent the
deferred sales charge does not repay these expenses, the difference will be made
up from Prudential's surplus held in its general account. The amount of the
deferred sales charge imposed upon any withdrawal depends upon the number of
years of a Participant's participation in a MEDLEY Program, the year in which
the withdrawal is made, and the kind of retirement arrangement that covers the
Participant.

Participation in a Program begins upon the date when the first contribution on
behalf of the Participant under a Contract described in this Prospectus, a
Companion Contract, or the fixed rate option along with enrollment information
in a form satisfactory to Prudential, is received by Prudential at the address
shown on the cover page of this Prospectus. Such participation ends on the date
when all of the Participant's Accumulation Accounts under the Program are
cancelled. In the event of such cancellation, Prudential reserves the right to
consider the Participant to be participating in the Program for a limited time
(currently about one year) for the purposes of calculating any deferred sales
charge on the withdrawal of any future contributions.

The chart below describes the maximum amount of the deferred sales charge.

<TABLE>
<CAPTION>
Deferred Sales
Charge, as a
Years of Percentage of
Program Contributions
Participation Withdrawn
- ---------------- --------------
<S> <C>
0-- 2 years 7%
3-- 5 years 6%
6--10 years 4%
11--15 years 3%
after 15 years 0%
</TABLE>

The proceeds received by a Participant upon any partial or full withdrawal will
be reduced by the amount of any deferred sales charge.

Lower deferred sales charges may be imposed under certain Contracts. See
"Modification of Charges," page 19.

LIMITATIONS ON SALES CHARGES

No deferred sales charge is imposed upon contributions withdrawn to purchase an
annuity under a Contract, to provide a death benefit, pursuant to a systematic
withdrawal plan, to provide a minimum distribution payment, or in cases of
financial hardship or disability retirement as determined pursuant to provisions
of the employer's retirement arrangement. Further, for all plans other than
IRAs, no deferred sales charge is imposed upon contributions withdrawn due to
resignation or retirement by the Participant or termination of the Participant
by the Contract-holder. In addition, no deferred sales charge is imposed upon
contributions withdrawn for any reason after fifteen years of participation in a
Program.

Contributions transferred among VCA-10, VCA-11, the Subaccounts of VCA-24, the
Companion Contract, and the fixed rate option of the Non-Qualified Combination
Contract are considered to be withdrawals from the Account or Subaccount from
which the transfer is made, but no deferred sales charge is imposed upon them.
They will, however, be considered as contributions to the receiving Account or
Subaccount for purposes of calculating any deferred sales charge imposed upon
their subsequent withdrawal from it.

Loans are considered to be withdrawals from the Account or Subaccount from which
the loan amount was deducted but are not considered a withdrawal from the
Program. Therefore, no deferred sales charge is imposed upon them. The principal
portion of any loan repayment, however, will be treated as a contribution to the
receiving Account or Subaccount for purposes of calculating any deferred sales
charge imposed upon any subsequent withdrawal. If the Participant defaults on
the loan by, for example, failing to make required payments, the outstanding
balance of the loan will be treated as a withdrawal for purposes of the deferred
sales charge. The deferred sales charge will be withdrawn from the same
Accumulation Accounts, and in the same proportions, as the loan amount was
withdrawn. If sufficient funds do not remain in those Accumulation Accounts, the
deferred sales charge will be withdrawn from the Participant's other
Accumulation Accounts as well.

Withdrawals, transfers and loans from VCA-10, VCA-11 and each Subaccount of
VCA-24 are considered to be withdrawals of contributions until all of the
Participant's contributions to the Account or Subaccount have been

18
<PAGE>
withdrawn, transferred or borrowed. No deferred sales charge is imposed upon
withdrawals of any amount in excess of contributions.

ANNUAL ACCOUNT CHARGE

An annual account charge for recordkeeping and other administrative services is
deducted from each Participant's Accumulation Account in the Program. This
annual account charge is payable to Prudential and is made on the last business
day of each calendar year as long as the Participant still has an Accumulation
Account under the Program. The annual account charge will be pro rated for new
Participants for the first year of their participation, based on the number of
full months remaining in the calendar year after the first contribution is
received. If all of the Participant's Accumulation Accounts are cancelled before
the end of the year, the charge will be made on the date the last Accumulation
Account is cancelled (and the charge will not be pro rated if this occurs during
the year in which the first contribution is made to such Account). The annual
account charge will not be made, however, upon the cancellation of a
Participant's Accumulation Account to purchase an annuity under a Contract if
the annuity becomes effective on January 1 of any year. After a cancellation,
the Participant may again participate in the Program only as a new Participant
and will be subject to a new annual account charge. Also, the annual account
charge will not be made if the Participant's employer has chosen to pay the
charge.

The aggregate annual account charge with respect to a Participant's Accumulation
Accounts will not be greater than $20. The charge will first be made against a
Participant's Accumulation Account under a fixed-dollar Companion Contract or
fixed rate option of the Non-Qualified Combination Contract. If the Participant
has no Accumulation Account under a Companion Contract or the fixed rate option,
or if that Accumulation Account is too small to pay the charge, the charge will
be made against the Participant's Accumulation Account in VCA-11. If the
Participant has no VCA-11 Accumulation Account, or if that Account is too small
to pay the charge, the charge will then be made against the Participant's VCA-10
Accumulation Account. If the Participant has no VCA-10 Accumulation Account, or
if it is too small to pay the charge, the charge will then be made against any
one or more of the Participant's Accumulation Accounts in VCA-24.

The cash positions of VCA-10, VCA-11 and the Subaccounts of VCA-24 are expected
to be sufficient to cover such part of the charge that is collected from them.
Accordingly, that collection should have no adverse financial effect on any
Account or Subaccount.

CHARGE FOR ADMINISTRATIVE EXPENSES
AND INVESTMENT
MANAGEMENT SERVICES

A daily charge is made which is equal to an effective annual rate of 1.00% of
the net value of the assets in VCA-10 and VCA-11. Three quarters of this charge
(0.75%) is for administrative expenses not covered by the annual account charge,
and one quarter (0.25%) is for investment management. A daily charge is also
made which is equal to an effective annual rate of 0.75% of the net value of the
assets in each Subaccount of VCA-24. All of this charge is for administrative
expenses not covered by the annual account charge. These charges are payable to
Prudential and are reflected in the computation of the value of the Units in
each Account and Subaccount. See "The Unit Value," page 21 and "The Unit Change
Factor for Any Business Day," page 21. It should be noted that because the
administrative charge of 0.75% is a charge based on a percentage of assets in an
Account, there is no necessary relationship between this administrative charge
and the amount of expenses attributable to a particular Contract or Participant.

Prudential makes daily charges for providing investment management of the Fund
Portfolios at the following effective annual rates: 0.35% of the average daily
net assets of the Stock Index Portfolio, 0.40% of the average daily net assets
of the Bond Portfolio and Government Securities Portfolio, 0.45% of the average
daily net assets of the Common Stock Portfolio, 0.55% of the average daily net
assets of the Conservatively Managed Flexible Portfolio, 0.60% of the average
daily net assets of the Aggressively Managed Flexible Portfolio and 0.75% of the
average daily net assets of the Global Equity Portfolio. Other expenses borne by
the Fund include costs of Portfolio transactions, legal and accounting expenses,
and the fees of the Fund's custodian and transfer agent. Further detail is
provided in the accompanying Prospectus for the Fund and its Statement of
Additional Information.

MODIFICATION OF CHARGES

Prudential may impose deferred sales charges and annual account charges lower
than those described above with respect to Participants under certain Contracts.
These lower charges will reflect Prudential's anticipation that lower sales or
administrative costs will be incurred, or less sales or administrative services
will be performed, with respect to such Contracts due to economies arising from
(1) the utilization of mass enrollment procedures or (2) the performance of
recordkeeping or sales functions, which Prudential would otherwise be required
to perform, by the Contract-holder, an employee organization, or by a third
party on their behalf or (3) an accumulated surplus of charges over expenses
under a particular Contract. Generally, the deferred sales charge is lowered or
waived depending on the amount of local service the Contract-holder requires.

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Each Contract-holder makes this election at the time he enters into the
Contract. The exact amount of the deferred sales charge and annual account
charge applicable to Participants under any given Contract will be stated in the
Contract.

Prudential may change the deferred sales charge, the annual account charge and
the charge of 0.75% for administrative expenses. See "Changes in the Contracts,"
page 30.

THE CONTRACTS

Prudential generally issues the Contracts to employers whose employees may
become Participants. Under an IRA, a Participant's spouse may also become a
Participant. Sometimes a Contract is issued to an association that represents
employers of employees who become Participants, sometimes to an association
whose members become Participants and sometimes to a trustee of a trust with
participating employers whose employees become Participants. Even though an
employer, an association or a trustee is the Contract-holder, the Contract
normally provides that Participants shall have the rights and interests under
them that are described in this Prospectus. But this is not always true. When a
Contract is used to fund a deferred compensation plan established under Section
457 of the Internal Revenue Code, for example, all rights under the Contract are
owned by the employer to whom, or on whose behalf, the Contract is issued. All
amounts becoming payable under the Contract are payable to the employer and are
its exclusive property. For a plan established under Section 457 of the Code,
the employee has no rights or interests under the Contract, including any right
or interest in the Accumulation Account established in his name in VCA-10,
VCA-11 or any Subaccount of VCA-24, except as provided in the employer's plan.
This may also be true with respect to certain non-qualified annuity
arrangements.

Also, a particular plan, even if it is not a deferred compensation plan, may
limit a Participant's exercise of certain rights under a Contract. Participants
should check the provisions of their employer's plan or any agreements with the
employer to see if there are any such limitations and, if so, what they are.
Prudential may issue the Non-Qualified Combination Contract to cover individuals
who are not associated with a single employer or other organization.

THE ACCUMULATION PERIOD

1. CONTRIBUTIONS; CREDITING UNITS; ENROLLMENT
FORMS; DEDUCTION FOR ADMINISTRATIVE EXPENSES.

Contributions to a Program ordinarily will be made periodically pursuant
to a payroll deduction or similar agreement between the Participant and
his employer. Any contributions to an IRA must be in an amount of no less
than $500, except for contributions to an IRA for a non-working spouse
(or working spouse who elects to be treated as a non-working spouse),
which are limited to $250 per year.

A Participant designates what portion of the contributions made on his
behalf should be invested in VCA-10, VCA-11 and in any Subaccount of
VCA-24 (if all three Accounts are part of his employer's Program) or
under a fixed rate option or Companion Contract, if any. The Participant
may change this designation usually by notifying Prudential at the
address shown on the cover page of this Prospectus. Under certain
Contracts, an entity other than Prudential keeps certain records, and
Participants under those Contracts must contact the record-keeper. See
"Modified Procedures," page 28.

The full amount (100%) of each contribution designated for investment in
VCA-10, VCA-11 or any Subaccount of VCA-24 is credited to an Accumulation
Account maintained for the Participant in that Account or Subaccount. An
Accumulation Account in VCA-10 consists of VCA-10 Units; an Accumulation
Account in VCA-11 consists of VCA-11 Units; an Accumulation Account in a
Subaccount of VCA-24 consists of Units of that Subaccount. The number of
Units credited to a Participant in an Account or Subaccount is determined
by dividing the amount of the contribution made on his behalf to that
Account or Subaccount by the Account's or Subaccount's Unit Value for the
business day on which the contribution is received at the address shown
on the cover page of this Prospectus. A business day is a day on which
the New York Stock Exchange is open for trading.

The initial contribution made for a Participant will be invested in
VCA-10, VCA-11 or a Subaccount of VCA-24 no later than two business days
after it is received by Prudential and identified as being for investment
in VCA-10, VCA-11 or a Subaccount of VCA-24, if it is accompanied by
satisfactory enrollment information. Contributions for a Participant that
are so identified and for whom insufficient enrollment information has
been received will be held by Prudential in a suspense account and no
interest will be credited upon that amount. A written notice will be
mailed to the Participant requesting that enrollment information be sent
to Prudential at the address shown on the cover of this Prospectus as
soon as possible. The notice will state that unless the Participant
consents to retaining the money in the suspense account until the
enrollment information is received by Prudential, it will be returned
within five business days from the date of the receipt of the
contribution. Consent may be given by telephone but should be confirmed
in writing. If

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<PAGE>
neither satisfactory enrollment information nor the necessary consent is
received, the contribution will be returned.

The number of VCA-10 Units, VCA-11 Units or Units of a particular
Subaccount of VCA-24 credited to a Participant will not be affected by
any subsequent change in the value of those Units, but the dollar value
of a Unit will vary from business day to business day depending upon the
investment experience of the Account or Subaccount. The number of Units
credited to a Participant in an Account or Subaccount will be reduced as
the result of the annual account charge. That charge will be made by
cancelling the number of Units that is equal to the amount of the charge
(see "Annual Account Charge," page 19) divided by the Unit Value for the
business day on which the charge is made.

2. VALUATION OF A PARTICIPANT'S ACCOUNT

The value of a Participant's Accumulation Account in VCA-10, VCA-11 or in
a Subaccount of VCA-24 on any particular day is determined by multiplying
the total number of Units then to the Participant's credit in the Account
or Subaccount by the Account's or Subaccount's Unit Value on that day.

3. THE UNIT VALUE

On November 4, 1982, the date of the first Participant contribution to
VCA-10, the Unit Value for VCA-10 was set at $1.00. On November 8, 1982,
the date of the first Participant contribution to VCA-11, the Unit Value
for VCA-11 was set at $1.00. The Unit Value for each Subaccount of VCA-24
was set at $1.00 on the date of commencement of operations of that
Subaccount. The Unit Value for any subsequent business day is determined
as of the end of that day by multiplying the Unit Change Factor for that
day (see below) by the Account's Unit Value for the preceding business
day.

4. THE UNIT CHANGE FACTOR FOR ANY BUSINESS DAY

The Unit Change Factor for VCA-10 and VCA-11 for any business day is
obtained by (a) dividing the assets at the end of the day (ignoring
current day transfers, redemptions and subscriptions) by the assets at
the end of the previous business day, and (b) dividing such value by the
sum of 1.00 and the rate of deduction for administrative expenses and
investment management fee for the number of days in such period, computed
at an effective annual rate of 1%. The result is the Account's Unit
Change Factor for the business day.

The Unit Change Factor for a Subaccount of VCA-24 for any business day is
determined by dividing the current day net asset value for shares by the
net asset value for shares on the previous business day. This factor is
then reduced by a daily equivalent (for the number of days since the last
valuation) of the .75% annual charge for administrative expenses. See
"Charge for Administrative Expenses and Investment Management Services,"
page 19. The value of the assets of a Subaccount is determined by
multiplying the number of Fund shares held by that Subaccount by the net
asset value of each share and adding the value of dividends declared by
the Fund but not yet paid.

5. WITHDRAWAL (REDEMPTION) OF CONTRIBUTIONS.

The Internal Revenue Code imposes restrictions on withdrawals from
tax-deferred annuities subject to Section 403(b) of the Code. Pursuant to
Section 403(b)(11) of the Code, amounts attributable to a Participant's
salary reduction contributions (including the earnings thereon) that are
made under a tax-deferred annuity after December 31, 1988 can only be
withdrawn (redeemed) when the Participant attains age 59 1/2, separates
from service with his employer, dies or becomes disabled (within the
meaning of Section 72(m)(7) of the Code). However, the Code permits the
withdrawal at any time of amounts attributable to tax-deferred annuity
salary reduction contributions (EXCLUDING THE EARNINGS THEREON) that are
made after December 31, 1988, in the case of a hardship. If the
retirement arrangement under which a Participant is covered contains a
financial hardship provision, withdrawals can be made in the event of the
hardship.

Furthermore, subject to any restrictions upon withdrawals contained in
the tax-deferred annuity arrangement under which a Participant is
covered, a Participant can withdraw at any time all or part of his
interest in his Accumulation Account(s) as of December 31, 1988. Amounts
earned after December 31, 1988 on the December 31, 1988 balance in a
Participant's Accumulation Account(s) attributable to salary reduction
contributions are, however, subject to the Section 403(b)(11) withdrawal
restrictions discussed above.

Subject to any conditions or limitations regarding transfers contained in
the tax-deferred annuity arrangement under which a Participant is
covered, a Participant can continue to make transfers of all or part of
his interest in his Accumulation Account(s) among the available
investment options offered by the Prudential and can transfer directly
all or part of his interest in his Accumulation Account(s) to a Section

21
<PAGE>
403(b) tax-deferred annuity contract of another insurance company or to a
mutual fund custodial account under Section 403(b)(7). See "Transfer
Payments", page 25.

Unless restricted by the tax-deferred annuity arrangement under which he
is covered, a Participant may withdraw at any time all or part of his
interest in his Accumulation Account(s) that is attributable to employer
contributions or after-tax Participant contributions, if any.

With respect to retirement arrangements other than tax-deferred annuities
subject to Section 403(b) of the Code (e.g., Code Section 457 plans) a
Participant's right to withdraw at any time all or part of his interest
in VCA-10, VCA-11 or any Subaccount of VCA-24 may be restricted by the
retirement arrangement under which he is covered. For example, Code
Section 457 plans typically permit withdrawals only upon attainment of
age 70 1/2, separation from service, or for unforeseeable emergencies.

Withdrawal requests should be submitted to Prudential in the manner set
out in the Summary section of this prospectus or, if required by the
Contract, another entity providing record-keeping services. See "Modified
Procedures," page 28. Under certain Contracts, the amount withdrawn from
an Account or Subaccount must be at least $500 ($250 with respect to a
minimum distribution payment) or, if less, then equal to the full value
of the Participant's interest in the Account or Subaccount. The amount
withdrawn will be reduced by any deferred sales charge that may apply.
See "Deferred Sales Charge," page 18. If a Participant withdraws the
value of all of his Accumulation Accounts under a Program, the full
annual account charge will be deducted at that time that would otherwise
have been deducted at the end of the calendar year and those Accumulation
Accounts will be cancelled. The resulting amount will be paid within
seven days after the written request for the withdrawal has been received
in a manner prescribed by Prudential, except as deferment of such payment
may be permitted under the provisions of the 1940 Act in effect from time
to time. Currently, deferment is permissible only when the New York Stock
Exchange is closed or trading is restricted, when an emergency exists as
a result of which disposal of the securities held in the Account or
Subaccount involved is not reasonably practicable or it is not reasonably
practicable to determine fairly the value of the Account's or
Subaccount's assets, or when the Securities and Exchange Commission has
provided for such deferment for the protection of Participants. As of the
day a written withdrawal request is received on a form approved by
Prudential, the Participant's Accumulation Account in VCA-10, VCA-11 or
any Subaccount of VCA-24, as the case may be, will be reduced by the
lesser of the number of Units obtained by dividing the amount of the
Participant's withdrawal request by the Unit Value for that day, or the
number of Units remaining in the Accumulation Account.

Under certain types of retirement arrangements, the Retirement Equity Act
of 1984 requires that in the case of a married Participant, certain
withdrawal requests include the consent of the Participant's spouse. This
consent must contain the signatures of the Participant and spouse and
must be notarized or witnessed by an authorized plan representative.

A withdrawal will generally have federal income tax consequences, which
can include tax penalties. See "Federal Tax Status," page 31.

6. SYSTEMATIC WITHDRAWAL PLAN

If permitted by Internal Revenue Code regulations and the retirement
arrangement under which a Participant is covered, and subject to the
restrictions and limitations set forth below, a Participant may arrange
for systematic withdrawals to be made from his Accumulation Account(s). A
Participant may arrange for systematic withdrawals only if, at the time
he elects to have such an arrangement, the sum of the balance(s) in his
Accumulation Account(s) is at least $5,000, and he has repaid all loans
made to him. A Participant who has not reached age 59 1/2, however, may
not elect a systematic withdrawal arrangement unless he has first
separated from service with his employer. In addition, the $5,000 minimum
balance does not apply to systematic withdrawals made for the purpose of
satisfying minimum distribution rules.

Federal income tax provisions applicable to the retirement arrangement
under which a Participant is covered may significantly affect the
availability of systematic withdrawals, how they may be made, and the
consequences of making them. Withdrawals by Participants are generally
taxable and Participants who have not reached age 59 1/2 may incur
substantial tax penalties. Withdrawals made after a Participant has
attained age 70 1/2 and by beneficiaries must satisfy certain minimum
distribution rules. See "Federal Tax Status," page 31.

Systematic withdrawals may be arranged only pursuant to an election on a
form approved by Prudential. Under certain types of retirement
arrangements, an election to arrange for systematic withdrawals by a
married Participant must

22
<PAGE>
be consented to in writing by the Participant's spouse, with signatures
notarized or witnessed by an authorized plan representative. The election
must specify that the systematic withdrawals shall be made on a monthly,
quarterly, semi-annual, or annual basis.

All systematic withdrawals shall be made on the day of the month
designated by the Contract-holder, and shall continue until the
Participant has withdrawn all of the balances in his Accumulation
Account(s) or has instructed Prudential in writing to terminate his
systematic withdrawal arrangement. The Participant may elect to make
systematic withdrawals in equal dollar amounts (in which case each
withdrawal must be at least $250), unless it is made to satisfy minimum
distribution rules, or over a specified period of time (at least three
years). Where the Participant elects to make systematic withdrawals over
a specified period of time, the amount of each withdrawal--which will
vary, reflecting investment experience during the withdrawal period--will
be equal to the sum of the balances then in the Participant's
Accumulation Account(s) divided by the number of systematic withdrawals
remaining to be made during the withdrawal period.
Systematic withdrawals shall be taken first out of the Participant's
Accumulation Account, if any, in the Companion Contract or the fixed rate
option until that Accumulation Account is exhausted. Thereafter,
systematic withdrawals will be taken in order from the Participant's
Accumulation Account(s) (until each is exhausted), in VCA-11, VCA-10, the
VCA-24 Common Stock Subaccount, the VCA-24 Bond Subaccount, the VCA-24
Conservatively Managed Flexible Subaccount, the VCA-24 Aggressively
Managed Flexible Subaccount, the VCA-24 Stock Index Subaccount, the
VCA-24 Government Securities Subaccount, and the VCA-24 Global Equity
Subaccount.

A Participant may change the frequency, amount or duration of his
systematic withdrawals by submitting a form to Prudential that Prudential
will provide to him upon request. A Participant may make such a change
only once during each calendar year.

A Participant may at any time instruct Prudential to terminate the
Participant's systematic withdrawal arrangement, and no systematic
withdrawals will be made for him after Prudential has received his
instruction. A Participant who chooses to stop making systematic
withdrawals may not again make them until the next calendar year and may
be subject to federal tax consequences as a result thereof.

An arrangement to make systematic withdrawals will not affect any of the
Participant's other rights under the Contracts, including the right to
make withdrawals (redemptions) described on page 21-22 of this
Prospectus, the right to make transfers described on pages 25-27, and the
right to purchase a fixed dollar annuity described on pages 28-29. A
Participant may not effect a loan, however, while his systematic
withdrawal arrangement is in effect.

No deferred sales charge is imposed upon systematic withdrawals made
pursuant to an arrangement elected as described above; provided, however,
that Prudential reserves the right to apply a deferred sales charge on
systematic withdrawals where payments are made for less than three years.
Furthermore, a Participant who is receiving systematic withdrawals and is
over the age of 59 1/2 may make one additional, non-systematic,
withdrawal during each calendar year in an amount that does not exceed
10% of the sum of the balances in his Accumulation Account(s) and no
deferred sales charge shall be imposed upon such withdrawal. This
additional withdrawal may be made from any of the Participant's
Accumulation Account(s), as the Participant may elect. Different
procedures may apply for Contracts under which an entity other than
Prudential provides record-keeping services. See "Modified Procedures,"
page 28.

7. TEXAS OPTIONAL RETIREMENT PROGRAM

Special rules apply with respect to Contracts covering persons
participating in the Texas Optional Retirement Program ("Texas Program")
in order to comply with the provisions of Texas law relating to the Texas
Program.

Under the terms of the Texas Program, Texas will contribute an amount
somewhat larger than a Participant's contribution. Texas' contributions
will be credited to the Participant's individual Accumulation Accounts.
Until the Participant begins his second year of participation in the
Texas Program as a "faculty member" as defined in Section 31.001(8) of
Title 110B of the Texas Revised Civil Statutes, Prudential will have the
right to withdraw the value of the Units purchased for his account with
Texas' contributions. If the Participant does not commence his second
year of Texas Program participation, the value of those Units
representing Texas' contribution will be withdrawn and returned to the
State.

Pursuant to Section 36.105 of Title 110B of the Texas Revised Civil
Statutes and a ruling of the State Attorney General, withdrawal benefits
of Contracts issued under the Texas Program are

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<PAGE>
available only in the event of a Participant's death, retirement or
termination of employment in all institutions of higher education as
defined in Section 61.003 of the Texas Education Code. Participants will
not, therefore, be entitled to exercise the right of withdrawal in order
to receive in cash the values credited to them under the Contract unless
one of the foregoing conditions has been satisfied. The value of a
Participant's interests under the Contract may, however, be transferred
to another Prudential contract or contracts of other carriers approved
under the Texas Program during the period of the Participant's Texas
Program participation.

8. DEATH BENEFITS

Upon receipt by Prudential of due proof of a Participant's death and a
claim and payment election submitted on a form approved by Prudential, a
death benefit made up of the balance in the Participant's Accumulation
Accounts (after deduction of the annual account charge and calculated,
insofar as Accumulation Accounts in VCA-10, VCA-11 and the Subaccounts of
VCA-24 are concerned, as the product of the Unit Value for the business
day on which Prudential receives due proof of the Participant's death and
other necessary forms multiplied by the number of Units then credited to
the Participant's Accumulation Account) will be payable to his designated
beneficiary. The appropriate address to which a death benefit claim
should be sent is set out in the Summary section of this Prospectus. For
certain Contracts a death benefit claim should be sent to a designated
record-keeper rather than Prudential. See "Modified Procedures," page 28.

The death benefit will be paid in one sum as if it were a single
withdrawal, as systematic withdrawals, as an annuity, or a combination of
the three, as the Participant may have directed subject to the minimum
distribution rules of Code Section 401(a)(9) as described below under
"Federal Tax Status." If the Participant has not so directed, the
beneficiary may, within any time limit prescribed by or for the
retirement arrangement that covered the Participant, elect:

a. to receive a one-sum cash payment;
b. to have a fixed-dollar annuity purchased under the Contract on a
specified date, using the same annuity purchase rate basis that would
have applied if the Participant's account were being used to purchase
an annuity for the Participant.

c. to receive regular payments in accordance with the systematic
withdrawal plan; or

d. a combination of all or any two of (a), (b), and (c)

Unless restricted by the retirement arrangement under which the
Participant is covered, or unless the Participant has elected otherwise,
if within one year after the Participant's death the beneficiary elects
to use at one time the entire balance in any one or more of the
Participant's Accumulation Accounts to receive a one-sum cash payment,
Prudential will add to the death benefit, if necessary, so that the total
made available to the beneficiary will equal the contributions to the
Program minus any withdrawals or transfers from it and minus the annual
account charge, if any.

Under certain types of retirement arrangements, the Retirement Equity Act
of 1984 requires that in the case of a married Participant, a death
benefit be payable to the Participant's spouse in the form of a
"qualified pre-retirement survivor annuity." A "qualified pre-retirement
survivor annuity" is an annuity for the lifetime of the Participant's
spouse in an amount which can be purchased with no less than 50% of the
balance in the Participant's account as of his date of death. Under the
Retirement Equity Act, the spouse of a Participant in a retirement
arrangement which is subject to these rules may consent to waive the
pre-retirement survivor annuity benefit. Such consent must acknowledge
the effect of waiving the coverage, contain the signatures of the
Participant and spouse and must be notarized or witnessed by an
authorized plan representative. Unless the spouse of a Participant in a
Plan which is subject to these requirements properly waives the benefit,
50% of the balance in all of the Participant's Accumulation Accounts will
be paid to such spouse even if the designated beneficiary is someone
other than the spouse. Under these circumstances, the remaining 50% would
be paid to Participant's designated beneficiary.

Unless the retirement arrangement that covered the Participant provides
otherwise, a beneficiary who elects to have a fixed-dollar annuity
purchased for himself may choose from among the available forms of
annuity. See "Available Forms of Annuity," page 29.The beneficiary may
elect to purchase an annuity immediately or at a future date. If an
election includes systematic withdrawals, the beneficiary will have the
right to terminate such withdrawals and receive the remaining balance in
the Participant's Accumulation Accounts in cash (or effect an annuity
with it), or to change the frequency, size or duration of such
withdrawals, subject to the minimum distribution rules. (See "Federal Tax
Status" on page 31). If the beneficiary fails to

24
<PAGE>
make any election within any time limit prescribed by or for the
retirement arrangement that covered the Participant, within seven days
after the expiration of that time limit, a one-sum cash payment will be
made to the beneficiary, after deduction of the annual account charge. A
specific contract may provide that an annuity is payable to the
beneficiary if the beneficiary fails to make an election.

Until a death benefit is paid that results in reducing to zero the
balance in all of the Participant's Accumulation Accounts under a
Program, those Accounts will be maintained for the beneficiary in the
same manner as they had been for the Participant, except (i) the
beneficiary may make no contributions (ii) no loans may be taken and
(iii) no deferred sales charge will be imposed upon withdrawals.

9. DISCONTINUANCE OF CONTRIBUTIONS

Contributions on behalf of all Participants under a Contract or for all
Participants of an employer covered under a Contract may be discontinued
upon notice by the Contract-holder to Prudential. Contributions under the
Contract will also be discontinued for all Participants covered by a
retirement arrangement that is terminated.

On 90 days' advance notice to the Contract-holder, Prudential may elect
not to accept any new Participant, or not to accept further contributions
for existing Participants, under a Contract.

The discontinuance of contributions on a Participant's behalf does not
otherwise affect his rights under the Contracts. He may make withdrawals
from his Accumulation Account--for transfer, for the purchase of an
annuity or for any other purpose--just as if contributions were still
being made for him. However, if contributions under a Program are not
made for a Participant for a specified period of time (24 months in
certain states, 36 months in others) and the total value of his
Accumulation Accounts is at or below a specified amount ($1,000 in
certain states, $2,000 in others), Prudential may elect to cancel those
Accumulation Accounts unless prohibited by the retirement arrangement,
and pay the Participant their value (less the annual account charge) as
of the date of cancellation.
10. TRANSFER PAYMENTS

a. Unless restricted by the retirement
arrangement under which a Participant is covered, upon the receipt by Prudential
of a duly completed written transfer request form or properly
authorized telephone transfer request, all or a portion of the
Participant's Accumulation Account in VCA-10, VCA-11, or in any
Subaccount of VCA-24 will be transferred to another Account or
Subaccount, fixed rate option or to a Companion Contract that covers
him. There is no minimum transfer amount. As of the day the transfer
request is received, the Participant's Accumulation Account in the
Account or Subaccount from which the transfer is made will be reduced
by the number of Units obtained by dividing the amount to be
transferred by the Unit Value for that day. If the transfer is made to
another Account or Subaccount as of the same day, the number of Units
credited to the Participant in that Account or Subaccount will be
increased by means of a similar calculation. Prudential reserves the
right to limit the frequency of these transfers. All transfers are
subject to the terms and conditions set forth in this Prospectus and
in the Contract(s) covering a Participant. For example, many Contracts
may preclude transfers from the Companion Contract or fixed rate
option into non-equity investment options that are defined in the
Contract as "competing" with the general account options in investment
characteristics. If such transfers are precluded, the Contract will
further require that amounts transferred from the Companion Contract
or fixed rate option into non-competing investment options such as a
stock fund may not for 90 days thereafter be transferred into a
"competing" option.

Different procedures may apply for Contracts under which an entity
other than Prudential provides record-keeping services. See "Modified
Procedures," page 28. Although there is presently no charge for
transfers, Prudential reserves the right to impose such charges in the
future.

Participants in certain Programs may be able to effect transfers and
exchanges by telephone or telecopy. Such privileges are available only
if state law permits, if the Contract-holder has so elected, and if
the eligible Participant has authorized telephone and/or telecopy
transactions on an approved form obtained from the Contract-holder. In
the case of a Contract used to fund a Deferred Compensation Plan
established under Section 457 of the Internal Revenue Code, if state
law permits and the Prudential consents, the Contract-holder may
provide authorization for telephone transfers on behalf of all
Participants under the Contract. Prudential, the Accounts, and their
agents

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<PAGE>

will not be liable for following instructions communicated by
telephone that it reasonably believes to be genuine. All telephone
requests will be recorded for the protection of the Participant or
Contract-holder, and callers will be asked to provide their personal
identification number. During times of unusual market activity, it may
be difficult to transmit requests by telephone or telecopy. The
telephone and telecopy transfer and exchange privileges may be
discontinued at any time as to some or all Participants and
Contract-holders.

b. A Contract may include a provision that,
upon discontinuance of contributions for all Participants under the
Contract or for all Participants of an employer covered under a
Contract (see "Discontinuance of Contributions," above), the
Contract-holder may request Prudential to make transfer payments from
VCA-10, VCA-11 or any Subaccount of VCA-24 to a designated alternate
funding agency. If the Contract is used in connection with certain
non-qualified annuity arrangements, certain tax-deferred annuities
subject to Section 403(b) of the Code, or with IRAs, Prudential will
promptly notify each Participant and each beneficiary of a deceased
Participant for whom an Accumulation Account remains in force under
the Contract-holder's Program that such a request has been received.
Within thirty days of receipt of such notice, each recipient may elect
in writing on a form approved by Prudential to have his Account in
VCA-10, VCA-11 or any Subaccount of VCA-24, transferred to the
alternate funding agency. If he does not so elect, his Accounts will
continue in force under the Contract. The Accumulation Account of any
Participant or beneficiary who does so elect will be cancelled as of a
"transfer date," which is the business day specified in the
Contract-holder's request or 90 days after Prudential receives the
request, whichever is later. The product of the Units in the
Participant's Accumulation Accounts immediately prior to cancellation
and the appropriate Unit Value on the transfer date, less the
applicable deferred sales and annual account charges, will be
transferred to the designated funding agency in cash, securities held
in VCA-10 and VCA-11, or both.

c. Contributions may be discontinued for all
Participants under a Contract or for all Participants of an employer
covered under the Contract used in connection with a deferred
compensation plan subject to Section 457 of the Code due to certain
circumstances, such as a change in any law or regulation, which would
have an adverse effect on Prudential in fulfilling the terms of the
Contract. If contributions are so discontinued, Prudential may
initiate transfer payments from VCA-10, VCA-11 or any Subaccount of
VCA-24 to an alternate funding agency. The transfer would be made as
described in paragraph b. above.

Under certain types of retirement arrangements, the Retirement Equity
Act of 1984 requires that in the case of a married Participant,
certain requests for transfer payments (other than those described in
paragraph a. above) must include the consent of the Participant and
spouse and must be notarized or witnessed by an authorized plan
representative.

11. EXCHANGE OFFER INTO MEDLEY

Certain Contract-holders in The Prudential Variable Contract Account-2
("VCA-2") may be offered an opportunity to exchange their retirement
program's investment in VCA-2 for Units of VCA-10, VCA-11 or the
Subaccounts of VCA-24.

Participants in plans of VCA-2 Contract-holders that accept this exchange
offer have the option of exchanging their interests in VCA-2 for
interests in VCA-10 and VCA-11 or any of the Subaccounts of VCA-24. In
such an exchange, any years of participation credited to those VCA-2
Participants under VCA-2 contracts will be counted as years of MEDLEY
Program participation. In addition, no deferred sales charge will be
applied to withdrawals from VCA-10, VCA-11 or the Subaccounts of VCA-24
until a Participant has withdrawn an amount of contributions equal to the
amount transferred from VCA-2.

12. EXCHANGE OFFER OUT OF MEDLEY

Prudential is offering The Prudential Institutional Fund ("PIF"), an
open-end management investment company consisting of seven separate
portfolios, as an alternative investment vehicle for existing MEDLEY
Contract-holders. If the Contract-holder elects to make PIF available to
its Participants, Participants will be given the opportunity to direct
new contributions to PIF. Participants will also be provided a fixed
period of time (an "open window") at least 60 days in length to exchange
any or all amounts in their current variable investment accounts (under
VCA-10, VCA-11 or VCA-24) for shares of PIF without the imposition of the
deferred sales charge that may otherwise be applicable to

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withdrawals from those accounts under the MEDLEY Program. If a
Participant exchanges all the MEDLEY Program accounts for shares of PIF,
the annual account charge, which is assessed at the end of each calendar
year, may be deducted from the Participant's PIF account(s).

Prudential will advise each Contract-holder of the timing of their
particular open window, but all such open windows will be for at least 60
days.

Before deciding whether to exchange any or all of their existing MEDLEY
accounts for shares of PIF, Participants should carefully read the PIF
prospectus. Participants should understand that PIF is a registered
management investment company (i.e., mutual fund) offered directly to
qualified plans, certain institutional investors and others. It is not a
funding vehicle for variable annuity contracts. Thus, Participants
investing in PIF will not have the features of an annuity contract, such
as a minimum death benefit or certain annuity-related provisions, as they
do under the MEDLEY Program. These features may be obtained by
transferring from PIF to the companion fixed dollar annuity contract.

In Prudential's opinion, there should be no adverse tax consequences if a
Participant in a qualified retirement arrangement, in a deferred
compensation plan under Section 457 or in an individual retirement
annuity under Section 408 of the Internal Revenue Code of 1986, as
amended, elects to exchange amounts in the Participants' current MEDLEY
account(s) for shares of PIF.

Furthermore, exchanges will be effected from a 403(b) annuity contract
(Tax Deferred Annuity funds under the MEDLEY Program) to a Section
403(b)(7) custodial account (Tax Deferred Annuity funds under PIF) so
that such transactions will not constitute taxable distributions.
However, Section 403(b) Participants under the MEDLEY Program should be
aware that there may be more restrictive rules on early withdrawals from
Section 403(b)(7) custodial accounts under PIF.

Prudential does not intend to extend this exchange offer out of MEDLEY to
Participants under any Non-Qualified Combination Contract issued to a
plan covering employees that share a common employer or are otherwise
associated. Any MEDLEY Contract that is held under a non-qualified
arrangement is subject to taxation as an annuity Contract. Any permitted
exchange of amounts under such MEDLEY Contract to shares of PIF may be
treated for tax purposes as a taxable withdrawal up to the amount of the
investment income earned in the MEDLEY Contract. In addition, the
exchange may constitute a premature withdrawal that is subject to a 10
percent tax penalty of the amount exchanged which is includable in income
(i.e., the investment earnings exchanged). However, if the owner of the
MEDLEY Contract is not a natural person and the investment income on the
Contract is currently taxable each year to such owner, there will be no
added tax incurred if such an owner decides to exchange funds from the
MEDLEY Contract to shares of PIF.

Contract-holders and Participants are encouraged to consult a qualified
tax advisor for complete tax information and advice.

13. LOANS

The loans described in this Section are generally available to
Participants in 401(a) plans and 403(b) programs that are subject to
ERISA. The interest rate and other terms and conditions of the loan may
vary from program to program, and it is the responsibility of the program
trustee or fiduciary to ensure that the interest rate and other terms and
conditions of the loan comply with all program qualification requirements
including the ERISA regulations. In addition to the loans described in
this section, Participants in 403(b) programs, including programs not
subject to ERISA, may be able to obtain loans under their Companion
Contract and should consult their employer or Prudential.

The loans described in this section, which involve the variable
investment options, work as follows. The minimum loan amount is as
specified in the Participant's Program, or if not specified, as
determined by Prudential. The maximum loan amount is the lesser of (a)
$50,000, reduced by the highest outstanding balance of loans during the
one-year period immediately preceding the date of the loan or (b) 50% of
the value of the Participant's vested interest in his or her Accumulation
Accounts. In the loan application, the Contract-holder (or in certain
cases, the Participant) designates the Accumulation Account(s) from which
the loan amount is deducted. Borrowing, therefore, reduces a
Participant's Accumulation Accounts. To repay the loan, the Participant
makes periodic payments of interest plus a portion of principal. Those
payments are invested in the Accounts or Subaccounts chosen by the
Participant. The Participant's Program may specify the Accumulation
Accounts from which he may borrow and into which repayments may be
invested.

The maximum loan amount referred to above is imposed by federal tax law.
That limit, however,

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applies to all loans from any qualified retirement plan of the employer.
Since Prudential cannot monitor a Participant's loan activity relating to
other plans offered to Participants, it is the Participant's
responsibility to do so. Provided that a Participant adheres to these
limitations, the loan will not be treated as a taxable distribution. If,
however, the Participant defaults on the loan by, for example, failing to
make required payments, the defaulted loan amount (as described in loan
disclosure information provided to a borrowing Participant) will be
treated as a taxable distribution and Prudential will send the
appropriate tax information to the Participant and the Internal Revenue
Service. For information as to how the deferred sales charge applies to
loans, see "Deferred Sales Charge." page 18.

Prudential charges up to a $75 loan application fee, payable by check
submitted with the application. Prudential also charges up to $25 per
year as a loan maintenance fee for recordkeeping and other administrative
services provided in connection with the loan. This charge is guaranteed
not to increase during the term of any loan and is not greater than the
average expected cost of the services required to maintain the loan. This
annualized loan maintenance charge will be prorated based on the number
of full months that the loan is outstanding. The Accumulation Account
from which this charge is deducted is determined in the same manner as
with the annual account charge. See "Annual Account Charge," page 19.

14. MODIFIED PROCEDURES

Under certain Contracts, the Contract-holder or a third party acting on
their behalf provides record-keeping services that would otherwise be
performed by Prudential. Such Contracts may require procedures somewhat
different than those set forth in this Prospectus. For example, such
Contracts may require that contribution allocation requests, withdrawal
requests, and/ or transfer requests be directed to the Contract's
record-keeper rather than Prudential. The record-keeper is the
Contract-holder's agent, not Prudential's agent. Accordingly,
transactions will be processed and priced as of the end of the valuation
period in which Prudential receives appropriate instructions and/or funds
from the record-keeper. Any such different procedures will be set forth
in the Contract.

These contracts may have modified deferred sales charges and annual
account charges. See "Modification of Charges," page 19.

THE ANNUITY PERIOD

1. ELECTING THE ANNUITY DATE AND THE FORM OF
ANNUITY

Subject to the restrictions on withdrawals from tax-deferred annuities
subject to Section 403(b) of the Code, (see "Withdrawal (Redemption) of
Contributions," page 21), and subject to the provisions of the retirement
arrangement that covers him, a Participant may elect at any time to have
all or a part of his interest in VCA-10, VCA-11 or any Subaccount of
VCA-24 used to purchase a fixed-dollar annuity under the Contracts. The
Contracts do not provide for annuities that vary with the investment
results of VCA-10, VCA-11 or any Subaccount of VCA-24.

WITHDRAWALS FROM VCA-10, VCA-11 OR ANY SUBACCOUNT OF VCA-24 THAT ARE USED
TO PURCHASE A FIXED-DOLLAR ANNUITY UNDER THE CONTRACTS BECOME PART OF
PRUDENTIAL'S GENERAL ACCOUNT, WHICH SUPPORTS INSURANCE AND ANNUITY
OBLIGATIONS. SIMILARLY, AMOUNTS ALLOCATED TO THE COMPANION CONTRACT OR
THE FIXED RATE OPTION UNDER THE NON-QUALIFIED COMBINATION CONTRACT BECOME
PART OF PRUDENTIAL'S GENERAL ACCOUNT. BECAUSE OF EXEMPTIVE AND
EXCLUSIONARY PROVISIONS, INTERESTS IN THE GENERAL ACCOUNT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 ("1933 ACT") NOR IS THE
GENERAL ACCOUNT REGISTERED AS AN INVESTMENT COMPANY UNDER THE 1940 ACT.
ACCORDINGLY, NEITHER THE GENERAL ACCOUNT NOR ANY INTERESTS THEREIN ARE
GENERALLY SUBJECT TO THE PROVISIONS OF THE 1933 OR 1940 ACTS AND WE HAVE
BEEN ADVISED THAT THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION HAS
NOT REVIEWED THE DISCLOSURES IN THIS PROSPECTUS WHICH RELATE TO THE
FIXED-DOLLAR ANNUITY THAT MAY BE PURCHASED UNDER THE CONTRACTS.
DISCLOSURES REGARDING THE FIXED-DOLLAR ANNUITY AND THE GENERAL ACCOUNT,
HOWEVER, MAY BE SUBJECT TO CERTAIN GENERALLY APPLICABLE PROVISIONS OF THE
FEDERAL SECURITIES LAWS RELATING TO THE ACCURACY AND COMPLETENESS OF
STATEMENTS MADE IN PROSPECTUSES.

In electing to have an annuity purchased, the Participant may select from
the forms of annuity described below, unless the retirement arrangement
covering him provides otherwise. The annuity is purchased on the first
day of the month following receipt by Prudential of proper written notice
on a form approved by Prudential that the Participant has elected to have
an annuity purchased, or on the first day of any subsequent month that
the Participant designates. The first monthly annuity payment generally
will be made within one month of the date on which the annuity is
purchased.

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Under certain types of retirement arrangements, the Retirement Equity Act
of 1984 requires that in the case of a married Participant, certain
elections of payouts which are not qualified joint and survivor annuities
must include the consent and signatures of the Participant and spouse and
must be notarized or witnessed by an authorized plan representative. A
"qualified joint and survivor annuity" is an annuity for the
Participant's lifetime with at least 50% of the amount payable to the
Participant continued after his death to his spouse, if then living.

If the dollar amount of the first monthly annuity payment is less than
the minimum amount specified in the Contract, Prudential may, at its
option and in lieu of making any annuity payment whatsoever, pay the
person who would receive the annuity a one-sum cash payment in the amount
that would otherwise have been applied to purchase the annuity.

Once annuity payments begin, the annuitant cannot surrender his annuity
benefit and receive a one-sum payment in lieu thereof.

2. AVAILABLE FORMS OF ANNUITY

Option 1--Life annuity with payments certain. This is an immediate
annuity payable monthly during the lifetime of the annuitant with the
guarantee that if, at the death of the annuitant, payments have been made
for less than the period-certain (which may be 60, 120, 180 or 240
months, as selected by the annuitant), they will be continued during the
remainder of the selected period to his beneficiary.

Option 2--Annuity-certain. This is an immediate annuity payable monthly
for a period-certain which may be 60, 120, 180 or 240 months, as selected
by the annuitant. If the annuitant dies during the period-certain,
payments in the same amount the annuitant was receiving will be continued
to his beneficiary, but no further payments are payable after the end of
the period-certain.

Option 3--Joint and survivor annuity with payments certain. This is an
immediate annuity payable monthly during the lifetime of the annuitant
with payments continued after his death to his contingent annuitant, if
surviving, for the latter's lifetime. Until the selected number of
payments certain have been paid, payments made to the contingent
annuitant after the annuitant's death are the same as those the annuitant
was receiving. Thereafter, the payments continued to the contingent
annuitant will be a percentage of the monthly amount paid to the
annuitant such as 33%, 50%, 66% or 100% as selected by the annuitant (the
amounts of each payment made to the annuitant will be lower as the
percentage he selects to be paid to the contingent annuitant is higher).
If both the annuitant and the contingent annuitant die during the period-
certain (which may be 60, 120, 180 or 240 months, as selected by the
annuitant), payments will be continued during the remainder of the
period-certain to the properly designated beneficiary.

Other forms of annuity may be available under the Contracts. The
retirement arrangement under which the Participant is covered may
restrict the forms of annuity that a Participant may elect.

If the dollar amount of the first monthly payment to a beneficiary is
less than the minimum amount specified in the Contract, or if the
beneficiary is other than a natural person receiving payments in his own
right, Prudential may elect to pay the commuted value of the unpaid
payments-certain in one sum.

3. PURCHASING THE ANNUITY

No deferred sales charge is deducted from contributions withdrawn to
purchase an annuity. If, as a result of a withdrawal to purchase an
annuity, all of the Participant's Accumulation Accounts under the Program
are reduced to zero, the full annual account charge is deducted, unless
the annuity becomes effective on January 1 of any year. The resulting
amount, less any applicable taxes on annuity considerations, is applied
to the appropriate annuity purchase rate determined in accordance with
the schedule in the Contract at the time the annuity is purchased.
However, Prudential may determine monthly payments from schedules of
annuity purchase rates providing for larger payments than the rates shown
in the Contract.

The schedule of annuity purchase rates in a Contract is guaranteed by
Prudential for ten years from the date the Contract is issued. If at any
time after a Contract has been in effect for ten years, the schedule of
annuity purchase rates is modified, the modification is also guaranteed
for ten years. A change in the schedule of annuity purchase rates used
for an annuity-certain with 180 payments or less, as described in Option
2, will apply only to amounts added to a Participant's Accumulation
Account after the date of change. A change in any other schedule will
apply to all amounts in a Participant's Accumulation Account.

ASSIGNMENT

Unless contrary to applicable law, the right to any payment under the Contract
is neither assignable nor subject to the claim of any creditor.

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CHANGES IN THE CONTRACTS

The Non-Qualified Contract provides that annuity purchase rates may be changed
every five years. Furthermore, each Contract provides that after it has been in
effect for two years Prudential may change the annual account charge and the
table of deferred sales charges. Any change in the table of deferred sales
charges generally will apply only to the withdrawal of those contributions made
on or after the date the change takes effect. For this purpose, contributions
shall be deemed to be withdrawn on a first-in, first-out basis.

Each Contract also provides that after it has been in effect for five years
Prudential may change the deduction from assets of VCA-10, VCA-11 or any
Subaccount of VCA-24 for administrative expenses, the terms and conditions under
which a deferred sales charge is made, the minimum amount of any contribution to
VCA-10, VCA-11 or any Subaccount of VCA-24 that is made other than on a regular,
periodic basis and the terms and amount of any transfer or withdrawal, provided,
however, that any such change must be permissible under the provisions of the
1940 Act. The changes described in this paragraph will apply to all amounts in
Participants' Accumulation Accounts, whether credited before or after the change
is made.

The changes discussed in the preceding two paragraphs may not become effective
earlier than 90 days after notice of them has been sent to the Contract-holder
and to each person to whom the change applies who has an Accumulation Account
under the Contract, other than persons covered by a Contract used in connection
with deferred compensation plans under Section 457 of the Code and persons
covered by a Contract used in connection with non-qualified annuity
arrangements.

A Contract may be changed at any time by agreement between Prudential and the
Contract-holder; however, no change may be made that adversely affects rights
with respect to annuities purchased before the effective date of the change,
unless the consent of each affected annuitant is obtained.

Prudential reserves the right to substitute the shares of any other registered
investment company for the shares of the Fund held in any of the Subaccounts of
VCA-24. Current law requires approval by the Securities and Exchange Commission
and notification to the holders of the Contracts of any such substitution.
Prudential also reserves the right to operate VCA-24 as a different form of
registered investment company or as an unregistered entity, to transfer the
Contracts to a different separate account, or to discontinue any of the
Subaccounts of the Account, all to the extent permitted by applicable law.
Prudential may also amend any Contract to the extent necessary to comply with
any applicable law or regulation.

REPORTS

Participants will be sent, at least annually, reports showing as of a specified
date the number of Units credited to them in VCA-10, VCA-11 and in the
Subaccounts of VCA-24 and the appropriate Unit Values. Each Participant will
also be sent semi-annual reports showing the financial condition of the Accounts
and the Subaccounts with their corresponding Fund Portfolios, and the
investments held in each.

PERFORMANCE INFORMATION

Performance information for VCA-10, VCA-11, and the Subaccounts of VCA-24 may
appear in advertising and reports to current and prospective Contract-holders
and Participants. Performance information is based on historical investment
experience of those investment options and does not indicate or represent future
performance.

Total returns are based on the overall dollar or percentage change in value of a
hypothetical investment. Total return quotations reflect changes in unit values
and the deduction of applicable charges.

A cumulative total return reflects performance over a stated period of time. An
average annual total return reflects the hypothetical annually compounded return
that would have produced the same cumulative total return if the performance had
been constant over the entire period.

VCA-11 may also advertise its current and effective yield. Current yield
reflects the income generated by an investment in VCA-11 over a specified
seven-day period. Effective yield is calculated in a similar manner except that
income earned is assumed to be reinvested.

Comparative performance information may from time to time be included in reports
or advertising, including, but not limited to, data from Morningstar, Inc.,
Lipper Analytical Services, Inc., the Standard & Poor's 500 Composite Price
Index, Lehman Brothers indices and other commonly used indices or industry
publications.

See "Performance Information" in the Statement of Additional Information for
recent performance information.

PARTICIPATION IN DIVISIBLE SURPLUS

A mutual life insurance company differs from a stock life insurance company in
that it has no stockholders who are the owners of the enterprise. Accordingly, a
Contract-holder of Prudential participates in the divisible surplus of
Prudential, according to the annual determination of Prudential's Board of
Directors as to the portion, if any, of the divisible surplus which has accrued
on the Contract. In the case of the Contracts described in this Prospectus, any
surplus determined to be payable as a dividend is credited to Participants. No
assurance can be given as to the amount of divisible surplus, if any, that will
be available for distribution under

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these Contracts in the future. There were no payments of divisible surplus made
under the Contracts in 1994, 1993 or 1992.

FEDERAL TAX STATUS

The following discussion is general in nature. It is not intended as tax advice.
Nor does it consider any applicable state or other tax laws. A qualified tax
adviser should be consulted for complete information and advice.

TAXES ON PRUDENTIAL. The Accounts are not considered separate taxpayers for
purposes of the Internal Revenue Code. As distinguished from most other
registered investment companies--which are separate taxpayers-- the earnings of
the Accounts (and Subaccounts) are taxed as part of the income of Prudential.
Under the current provisions of the Code, Prudential does not expect to incur
Federal income taxes on earnings of the Accounts or the Subaccounts to the
extent the earnings are credited under the Contracts. Based on this, no charge
is being made currently against the Accounts for Federal income taxes.

QUALIFIED RETIREMENT ARRANGEMENTS USING THE CONTRACTS. The Contracts may be used
in connection with qualified pension and profit sharing plans, plans established
by self-employed persons ("Keogh plans"), simplified employee pension plans
("SEPS"), individual retirement plan accounts ("IRAs"), and retirement programs
for certain persons known as Section 403(b) annuity plans.

The provisions of the Code that apply to the retirement arrangements that may be
funded by the Contracts are complex and Participants are advised to consult a
qualified tax adviser. In general, however, assuming that the requirements and
limitations of the provisions of the Code applicable to the particular type of
plan are adhered to by Participants and employers, contributions made under a
retirement arrangement funded by a Contract are deductible (or not includible in
income) up to certain amounts each year. Further, under the retirement programs
with which the Contracts may be used, Federal income tax currently is not
imposed, subject to certain limitations, upon the investment income and realized
gains earned by the Accounts and Subaccounts in which the contributions have
been invested until a distribution or withdrawal is received. When a
distribution or withdrawal is received, either as a lump sum, an annuity or as
regular payments in accordance with a systematic withdrawal arrangement, all or
a portion of the distribution or withdrawal is normally taxable as ordinary
income. In some cases, the tax on lump sum distributions may be limited by a
special income-averaging rule. The effect of Federal income taxation depends
largely upon the type of retirement plan and a generalized description, beyond
that given here, is not particularly useful. Careful review of the provisions of
the Code applicable to the particular type of plan is necessary.

As noted above, withdrawals or distributions are taxable. Furthermore, premature
distributions or withdrawals may be subject to a penalty tax. Participants
contemplating a withdrawal should consult a qualified tax adviser. In addition,
Federal tax laws impose restrictions on withdrawals from Section 403(b)
annuities. See "Withdrawal (Redemption) of Contributions," page 21.
Distributions are subject to certain minimum distribution requirements.

The Contracts may be used in connection with deferred compensation plans that
meet the requirements of Section 457 of the Code. The tax rules for such plans
involve, among other things, limitations on contributions and minimum
distribution requirements. Tax-exempt organizations or governmental employers
considering the use of the Contracts to fund or otherwise provide deferred
compensation to their employees should consult with a qualified tax adviser
concerning the applicability of Section 457 to their plans as well as the
specific requirements. Reference is also made to the discussion below of Section
72(u) of the Code which may be applicable in certain circumstances.

Subject to the exceptions discussed below with respect to Section 403(b) annuity
plans and certain governmental or church plans, distributions from IRAs,
qualified retirement arrangements and deferred compensation plans that meet the
requirements of Section 457 of the Code must begin by April 1 of the calendar
year following the year in which the Participant attains age 70 1/2 (the
"Required Beginning Date"). Distributions from a Section 403(b) annuity plan
attributable to benefits accruing after December 31, 1986 must begin by the
Required Beginning Date. The Required Beginning Date for distributions from a
governmental or church plan is the later of April 1 of the calendar year after
the calendar year in which the Participant attains age 70 1/2 or the calendar
year in which the Participant retires. In general, distributions that are made
after the Required Beginning Date must be made in the form of an annuity for the
life of the Participant or the lives of the Participant and his designated
beneficiary, or over a period that is not longer than the life expectancy of the
Participant or the life expectancies of the Participant and his designated
beneficiary.

Distributions to beneficiaries are also subject to minimum distribution rules.
If a Participant dies before his entire interest in his Accumulation Account(s)
has been distributed, his remaining interest must be distributed at least as
rapidly as under the method of distribution being used as of the date of death.
If the Participant dies before distributions have begun (or are treated as
having begun) the entire interest in his Accumulation Accounts must be
distributed by December 31 of the calendar year containing the fifth anniversary
of the Participant's death. Alternatively, if there is a designated beneficiary,
the designated beneficiary may elect to receive payments beginning no later than
December 31 of the calendar year immediately following the year in

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which the Participant dies and continuing for the beneficiary's life or a period
not exceeding the beneficiary's life expectancy (except that with respect to
distributions from a deferred compensation plan subject to Section 457 of the
Code, such period cannot exceed 15 years). Special rules apply to the spouse of
a deceased Participant.

In addition to the above rules, with respect to a deferred compensation plan
subject to Section 457 of the Code, any distribution that is payable over a
period of more than one year can only be made in substantially non-increasing
amounts no less frequently than annually.

An excise tax applies to Participants or beneficiaries who fail to take the
minimum distribution in any calendar year.

NON-QUALIFIED ARRANGEMENTS USING THE CONTRACTS. The Contracts constitute
variable annuity contracts. Accordingly, no tax should be payable by a
Participant as a result of any increase in the value of his share of the
investment income and realized gain earned by the Account or Subaccount in which
his accumulated premium payments are held. Generally, amounts are taxed when
received, either as an annuity or as a withdrawal before the annuity starting
date. For these purposes, loans against the Contracts or the pledging of the
Contracts are treated as withdrawals.

Amounts withdrawn before the annuity starting date are treated for tax purposes
first as being withdrawals of investment income, rather than withdrawals of
premium payments, until all investment income earned by a Participant's Account
or Subaccount has been withdrawn. Thus, a Participant will be taxed on the
amount he withdraws before he starts receiving annuity payments to the extent
that the cash value of his Contract, unreduced by the withdrawal charge, exceeds
his premium payments.

In addition to the ordinary income tax, the Code further provides that premature
withdrawals that are includible in income will be subject to a penalty tax. The
amount of the penalty is 10 percent of the amount withdrawn that is includable
in income. Some withdrawals will be exempt from the penalty. These include
withdrawals (1) made on or after the date on which the Participant reaches age
59 1/2, (2) made on or after the death of the Participant, (3) attributable to
the Participant becoming disabled (as defined in Code Section 72(m)), (4) in the
form of level annuity payments under a lifetime annuity, (5) in the form of an
immediate annuity (an annuity which has been purchased with a single purchase
payment and under which annuity payments begin no later than one year from the
date of purchase), or (6) in the form of substantially equal periodic payments
(made at least annually) for the life expectancy of the Participant or the joint
life expectancies of the Participant and his designated beneficiary.

Different tax rules apply to the receipt of annuity payments or regular payments
in accordance with a systematic withdrawal arrangement by a Participant after
the annuity starting date. A portion of each payment he receives under a
Contract will be treated as a partial return of his post-tax premium payments,
if any, and will not be taxable. The remaining portion of the payment will be
taxed as ordinary income. Exactly how each payment is divided into taxable and
nontaxable portions depends upon (i) the period over which annuity payments are
expected to be received, which in turn is governed by the form of annuity
selected and, where a lifetime annuity is chosen, by the life expectancy of the
annuitant, payee or, in the case of a joint and survivor life annuity, payees,
or (ii) whether you elect to have regular payments made in accordance with a
systematic withdrawal plan over a fixed period of time or in fixed dollar
amounts. Once a Participant has recovered all his premium payments, the balance
of the annuity payments will be fully taxable.

Certain minimum distribution requirements apply in the case where the
Participant dies before the entire interest in his annuity has been distributed.
Further, certain transfers of an annuity for less than full compensation, E.G.,
a gift, will trigger tax on the gain in the Contract.

Special rules under section 72(u) of the Code apply to the Contracts if held by
a person who is not a natural person and if not covered by one of several
exceptions. Under these rules, if a Contract is held by a corporation,
partnership, trust or similar nonnatural person, the income on the Contract each
year is treated as ordinary income received or accrued that year by the owner of
the Contract. Income on the contract is the excess of the sum of the net
surrender value of the Contract at the end of the taxable year plus any amounts
distributed for all years over the aggregate amount of premiums paid under the
Contract minus amounts received under the Contract that have not been included
in income. Exceptions to these rules include contracts held by a nonnatural
person as an agent for a natural person, contracts acquired by an estate by
reason of the death of the decedent, contracts held under a qualified pension or
profit sharing plan, a section 403(b) annuity plan or individual retirement plan
(see discussion above) or contracts which provide for immediate annuities.

WITHHOLDING. Generally, under a nonqualified annuity arrangement, or individual
retirement account or individual retirement annuity, unless a Participant elects
to the contrary, any amounts that are received under his Contract that
Prudential reasonably believes are includable in gross income tax for tax
purposes will be subject to withholding to meet Federal income tax obligations.
In the absence of an election by a Participant that Prudential should not do so,
it will withhold from every withdrawal or annuity payment the appropriate
percentage of the amount of the payment that Prudential reasonably believes is
subject to withholding. In addition,

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certain distributions from qualified plans under Section 401 or Section 403(b)
of the Code, which are not directly rolled over or transferred to another
eligible qualified plan, are subject to a mandatory 20% withholding for federal
income tax. The 20% withholding requirement does not apply to: (a) distributions
for the life or life expectancy of the participant, or joint and last survivor
expectancy of the participant and a designated beneficiary; or (b) distributions
for a specified period of ten years or more; or (c) distributions which are
required as minimum distributions. Accordingly, a Participant would be
well-advised to check the Contract-holder's retirement arrangement and consult
with appropriate tax advisers regarding the current state of the law before
making a withdrawal. Prudential will provide forms and instructions concerning
withholding. However, amounts that are received under a Contract used in
connection with a plan that is subject to Section 457 of the Code are treated as
wages for Federal income tax purposes and are, thus, subject to general
withholding requirements.

VOTING RIGHTS

Except for Participants and beneficiaries under Contracts used in connection
with certain non-qualified annuity arrangements and deferred compensation plans
established under Section 457 of the Internal Revenue Code, each person who has
an Accumulation Account in VCA-10 or VCA-11, as the case may be, has the right
to vote at meetings of Participants in that Account, and Prudential will vote
the shares of the Fund that it holds in any Subaccount of VCA-24 in the manner
directed by persons who have Accumulation Accounts in that Subaccount. Holders
of Contracts used in connection with Section 457 plans also have the right to
vote at meetings of Participants of VCA-10 and VCA-11, and Prudential will vote
Fund shares held in VCA-24 Subaccounts under such Contracts in the manner
directed by the Contract-holders, to the extent that those Contracts are funded
through the particular Account or Subaccount.

Persons having voting rights with respect to VCA-10 and VCA-11 are entitled to
vote in connection with the election of the members of an Account's Committee.
Committee members are not elected annually. Beginning in September 1988, all
Committee members elected by persons having voting rights are elected for
indefinite terms. Vacancies may be filled by a majority vote of all the
remaining Committee members, provided that immediately after filling any such
vacancy, at least two-thirds of the members then holding office shall have been
elected by persons having voting rights. Members elected by a Committee, rather
than by persons having voting rights, only hold their positions until the next
meeting of persons having voting rights in respect to such Account. At that next
meeting, persons with voting rights fill the vacancy by electing a member for an
indefinite term.

Persons having VCA-10 and VCA-11 voting rights are also entitled to vote in
connection with the selection by the Committee of an independent public
accountant for the Account. However, such matter is not required to be submitted
annually. The Committee is only required to submit the selection of the
accountant for ratification or rejection if the Committee selects an accountant
other than the one whose selection was most recently ratified by persons having
voting rights.

In addition, persons having VCA-10 and VCA-11 voting rights are entitled to vote
in connection with:

a. any amendments of the investment
management agreement between Prudential and the Account and any such new
agreements negotiated by the Committee;

b. any changes in the fundamental investment
policies of the Account; and

c. any other matter requiring a vote of VCA-10 and
VCA-11 Participants.

Instructions to Prudential for the voting of Fund shares will involve the
following matters: (1) election of the Board of Directors of the Fund; (2)
ratification of the independent accountant for the Fund; (3) approval of the
investment advisory agreement for the Fund; (4) any change in the fundamental
investment policy of a Portfolio in which assets of a Subaccount of VCA-24 are
invested; and (5) any other matter requiring a vote of the shareholders of the
Fund. With respect to approval of the investment advisory agreement or any
change in a Portfolio's fundamental investment policy, Participants with
Accumulation Accounts in a Subaccount the assets of which are invested in such
Portfolio will vote with other holders of shares in such Portfolio on the
matter, pursuant to the requirements of Rule 18f-2 under the 1940 Act.

The number of votes which a person may cast at meetings of Participants in
VCA-10 or VCA-11 is equal to the number of dollars in the Account and fractions
thereof credited to him, or, in the case of holders of Contracts used in
connection with deferred compensation plans under Section 457 of the Code, the
number of dollars and fractions thereof that are credited to the Participants
under that contract, as of the record date.

Prudential is entitled to vote the number of votes and fractions thereof equal
to the number of dollars and fractions thereof of its own funds invested in
either VCA-10 or VCA-11 as of the record date. Prudential will cast its votes in
the same proportions as all other votes represented at the meeting, in person or
by proxy.

Meetings of Participants are not required to be held annually. The Rules and
Regulations of both VCA-10 and VCA-11 provide that meetings of persons having
voting rights may be called by a majority of the Committee. An Account's
Committee is required to call a meeting of persons having voting rights in the
event that at

33
<PAGE>
any time less than a majority of the members of such Committee holding office at
that time were elected by persons having voting rights. Such meeting must be
held within 60 days unless the Securities and Exchange Commission by order
extends such period. Each Committee must also call a meeting of persons having
voting rights in order to submit the selection of the Account's independent
public accountant for ratification or rejection if the Committee selects an
accountant other than the accountant whose selection was most recently ratified
by persons with voting rights. In addition, the Committee is required to call
meetings of persons with voting rights in order to submit for a vote matters on
which such persons are entitled to vote (as listed above).

For the purpose of determining the persons having voting rights in respect of an
Account who are entitled to notice of and to vote at such meetings, the
Committee may fix, in advance, a record date which shall not be more than 70 nor
less than 10 days before the date of the meeting.

Votes may be cast either in person or by proxy. Persons entitled to vote will
receive all proxy materials.

Each person having an Accumulation Account in a Subaccount of VCA-24 may give
voting instructions to Prudential equal to the number of Fund shares represented
by the Subaccount Units in his Accumulation Account. Prudential will vote the
shares of the Fund that are attributable to assets of its own that it maintains
in the Subaccount, or to any shares as to which it has not received
instructions, in the same manner and proportion as the shares for which it has
received instructions.

The number of votes for which each person may give Prudential instructions will
be determined as of the record date for Fund shareholders chosen by the Board of
Directors of the Fund. Prudential will furnish Participants with proper forms
and proxies to enable them to give it these instructions.

As defined by the 1940 Act and as referred to elsewhere in this Prospectus, a
majority vote of persons having voting rights in respect of VCA-10, VCA-11 or
the Fund means (a) 67% or more of the votes of such persons present at a meeting
if more than 50% of all votes entitled to be cast are held by persons present in
person or represented by proxy at such meeting, or (b) more than 50% of all
votes entitled to be cast, whichever is less.

OTHER CONTRACTS ON A
VARIABLE BASIS

In addition to the Contracts, Prudential currently issues other forms of
contracts on a variable basis. At present, contributions under such other
contracts are not held in VCA-10, VCA-11 or any Subaccount of VCA-24 but are
held in other separate accounts.

STATE REGULATION

Prudential is subject to regulation by the Department of Insurance of the State
of New Jersey as well as by the insurance departments of all the other states
and jurisdictions in which it does business. Prudential must file an annual
statement in a form promulgated by the National Association of Insurance
Commissioners. This annual statement is reviewed and analyzed by the New Jersey
Department, which makes an independent computation of Prudential's legal reserve
liabilities and statutory apportionments under its outstanding contracts. New
Jersey law requires a quinquennial examination of Prudential to be made.
Examination involves extensive audit including, but not limited to, an inventory
check of assets, sampling techniques to check the performance by Prudential of
its contracts and an examination of the manner in which divisible surplus has
been apportioned and distributed to policyholders and contract-holders. This
regulation does not involve any supervision or control over the investment
policies of either Account or over the selection of investments for them, except
for verification of the compliance of Prudential's investment portfolio with New
Jersey law. See "Investment restrictions imposed by state law," in the Statement
of Additional Information.

The laws of New Jersey also contain special provisions which relate to the
issuance and regulation of contracts on a variable basis. These laws set forth a
number of mandatory provisions which must be included in contracts on a variable
basis and prohibit such contracts from containing other specified provisions. No
variable contract may be issued for delivery in New Jersey prior to the written
acknowledgement by the Department of Insurance of its filing. The Department may
initially disapprove or subsequently withdraw approval of any contract if it
contains provisions which are "unjust, unfair, inequitable, ambiguous,
misleading, likely to result in misrepresentation or contrary to law." Approval
can also be withheld or withdrawn if sales are solicited by communications which
involve misleading or inadequate descriptions of the provisions of the contract.

In addition to the annual statement referred to above, Prudential is required to
file with New Jersey and other states a separate statement with respect to the
operations of all its variable contracts accounts, in a form promulgated by the
National Association of Insurance Commissioners.

LEGAL PROCEEDINGS

Prudential is engaged in routine litigation of various kinds which in its
judgment is not of material importance in relation to its total assets.

There is no litigation pending the outcome of which might have a material effect
on the operations of VCA-10, VCA-11, VCA-24 or the Fund.

34
<PAGE>
ADDITIONAL INFORMATION

Registration statements under the Securities Act of 1933 have been filed with
the Securities and Exchange Commission with respect to the Contracts. This
Prospectus does not contain all the information set forth in the registration
statements, certain portions of which have been omitted pursuant to the rules
and regulations of the Commission. The omitted information may be obtained from
the Commission's principal office in Washington, D.C. upon payment of the fees
prescribed by the Commission.

For further information, you may also contact Prudential's office, the address
and telephone number of which are set forth on the cover of this Prospectus.

A copy of the Statement of Additional Information prepared by Prudential, which
provides more detailed information about the Contracts, may be obtained without
charge by completing the postcard included in this Prospectus or by calling
Prudential at the number set forth on the cover of this Prospectus. The
Statement includes:

TABLE OF CONTENTS--STATEMENT OF ADDITIONAL INFORMATION

PAGE
INVESTMENT MANAGEMENT AND ADMINISTRATION OF VCA-10, VCA-11 AND VCA-24........ 2
Investment restrictions adopted by VCA-10 and VCA-11....................... 3
Investment restrictions imposed by state law............................... 4
Loans of portfolio securities.............................................. 4
Portfolio turnover rate.................................................... 5
Portfolio brokerage and related practices.................................. 5
Custody of securities...................................................... 6
Options and Futures........................................................ 6
Performance Information.................................................... 10

THE VCA-10 AND VCA-11 COMMITTEES............................................. 12
VCA-10 Committee........................................................... 12
VCA-11 Committee........................................................... 12
Remuneration of Members of the Committees and Certain Affiliated Persons... 13

DIRECTORS AND OFFICERS OF PRUDENTIAL......................................... 14
SALE OF THE CONTRACTS........................................................ 17
EXPERTS...................................................................... 17
FINANCIAL STATEMENTS OF VCA-10............................................... 18
FINANCIAL STATEMENTS OF VCA-11............................................... 27

FINANCIAL STATEMENTS OF VCA-24............................................... 35

FINANCIAL STATEMENTS OF THE PRUDENTIAL....................................... 42

35
<PAGE>
APPENDIX

Some of the terms used in this Prospectus to describe the investment objective
and policies of VCA-11 are further explained below.

The term "money market" refers to the marketplace composed of the financial
institutions which handle the purchase and sale of liquid, short-term,
high-grade debt instruments. The money market is not a single entity, but
consists of numerous separate markets, each of which deals in a different type
of short-term debt instrument. These include U.S. government obligations,
commercial paper, certificates of deposit and bankers' acceptances, which are
generally referred to as money market instruments.

"U.S. Government obligations" are debt securities (including bills, certificates
of indebtedness, notes, and bonds) issued by the U.S. Treasury or issued by an
agency or instrumentality of the U.S. government which is established under the
authority of an act of Congress. Such agencies or instrumentalities include, but
are not limited to, the Federal National Mortgage Association, the Federal Farm
Credit Bank, and the Federal Home Loan Bank. Although all obligations of
agencies and instrumentalities are not direct obligations of the U.S. Treasury,
payment of the interest and principal on these obligations is generally backed
directly or indirectly by the U.S. government. This support can range from the
backing of the full faith and credit of the United States, to U.S. Treasury
guarantees, or to the backing solely of the issuing instrumentality itself.

"Bank obligations" include (1) "Certificates of deposit" which are certificates
evidencing the indebtedness of a commercial bank to repay funds deposited with
it for a definite period of time (usually from 14 days to one year); (2)
"Bankers' acceptances" which are credit instruments evidencing the obligation of
a bank to pay a draft which has been drawn on it by a customer. These
instruments reflect the obligation both of the bank and of the drawer to pay the
face amount of the instrument upon maturity; and (3) "Time deposits" which are
non-negotiable deposits in a bank for a fixed period of time.

"Commercial paper" consists of short-term (usually from 1 to 270 days) unsecured
promissory notes issued to finance current operations. Commercial paper ratings
are as follows:

A Prime rating is the highest commercial paper rating assigned by Moody's
Investors Service, Inc. ("Moody's"). Issuers rated Prime are further referred to
by use of numbers 1, 2 and 3 to denote relative strength within this highest
classification. Among the factors considered by Moody's in assigning ratings are
the following: (1) evaluation of the management of the issuer; (2) economic
evaluation of the issuer's industry or industries and an appraisal of
speculative type risks which may be inherent in certain areas; (3) evaluation of
the issuer's products in relation to competition and customer acceptance; (4)
liquidity; (5) amount and quality of long-term debt; (6) trend of earnings over
a period of ten years; (7) financial strength of a parent company and the
relationships which exist with the issuer; and (8) recognition by management of
obligations which may be present or may arise as a result of public interest
questions and preparations to meet such obligations.

Commercial paper rated A by Standard & Poor's Corporation ("S&P") has the
following characteristics as determined by S&P: Liquidity ratios are better than
the industry average; long-term senior debt rating is A or better (in some
cases, BBB credits may be acceptable); the issuer has access to at least two
additional channels of borrowing and basic earnings and cash flow have an upward
trend with allowances made for unusual circumstances. Typically, the issuer's
industry is well established, the issuer has a strong position within its
industry and the reliability and quality of management is unquestioned. Issuers
rated A are further referred to by use of numbers 1, 2 and 3 to denote relative
strength within this highest classification.

"Other corporate obligations" are bonds and notes, loan participations and other
debt obligations created by corporations, banks and other business
organizations, including business trusts. Corporate bond ratings are as follows:

Bonds rated Aa by Moody's are judged by Moody's to be of high quality by all
standards. Together with bonds rated Aaa (Moody's highest rating), they comprise
what are generally known as high-grade bonds. They are rated lower than the best
bond because margins of protection may not be as large as Aaa securities or
fluctuation of protective elements may be of greater amplitude or there may be
other elements present which make the long-term risks appear somewhat larger
than in Aaa securities.

Bonds rated AA by S&P are judged by S&P to be high-grade obligations and, in the
majority of instances, to differ only in small degree from issues rated AAA.
Bonds rated AAA are considered by S&P to be highest grade obligations and
possess the ultimate degree of protection as to principal and interest. As with
AAA bonds, prices of AA bonds move with the long-term money market.

An "NRSRO" is any nationally recognized statistical rating organization
designated by the SEC staff, including Moody's and S&P.

An "eligible security" is either (i) a short-term security that is rated, or has
been issued by an issuer that is rated with respect to comparable securities, in
one of the two highest rating categories for such securities or issuers by two
NRSROs (or by only one NRSRO if it is the only NRSRO that has rated such
security or issuer), or (ii) an unrated short-term security of comparable
quality as determined by the VCA-11 Committee.

36
<PAGE>
A "first tier" security is either (i) an "eligible security" that is rated, or
has been issued by an issuer that is rated with respect to comparable
securities, in the highest rating category for such securities or issuers by two
NRSROs (or by only one NRSRO if it is the only NRSRO that has rated such
security or issuer), or (ii) is an unrated short-term security of comparable
quality as determined by the VCA-11 Committee.

A "second tier" security is any "eligible security" other than a "first tier"
security.

37
<PAGE>

The Prudential Insurance Company of America BULK RATE
c/o Prudential Defined Contribution Services U.S. POSTAGE
Moosic, Pennsylvania 18507-1789 PAID
PERMIT No. 2145
Newark, N.J.
ADDRESS CORRECTION REQUESTED
FORWARDING AND
RETURN POSTAGE GUARANTEED

GIA-431 ED. 5/95

<PAGE>

Please
place
correct
postage
here

The Prudential Insurance Company of America
c/o Prudential Defined Contribution Services
30 Scranton Office Park
Moosic, Pennsylvania 18507-1789
Attention: Defined Contributions Marketing

<PAGE>
A "Statement of Additional
Information" about the
Contracts has been filed with
the Securities and Exchange
Commission. A copy of this
Statement is available
without charge.
To receive additional
information about the
MEDLEY Program fill in
your name and address on
this card, tear it off, affix the
proper postage, and mail it
to us.

YOU MUST DETACH BEFORE MAILING

Please send me the "Statement of Additional Information"
describing The Prudential's Group Variable Contracts.
Name ___________________________________________________________________________
Address ________________________________________________________________________
________________________________________________________________________
City ___________________________________________________________________________
State ___________________________ Zip Code _____________________________________

PLEASE PRINT -- will be used as mailing label!
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION

MAY 1, 1995

GROUP VARIABLE CONTRACTS
ISSUED THROUGH

THE PRUDENTIAL THE PRUDENTIAL
VARIABLE CONTRACT ACCOUNT-10 VARIABLE CONTRACT ACCOUNT-11
THE PRUDENTIAL
VARIABLE CONTRACT ACCOUNT-24

These Contracts are designed for use in connection with retirement arrangements
that qualify for federal tax benefits under Sections 401, 403(b), 408 or 457 of
the Internal Revenue Code of 1986 and with non-qualified annuity arrangements.
Contributions made on behalf of Participants may be invested in The Prudential
Variable Contract Account-10, a separate account primarily invested in common
stocks, in The Prudential Variable Contract Account-11, a separate account
invested in money market instruments, or in one or more of the seven Subaccounts
of The Prudential Variable Contract Account-24. Each Subaccount is invested in a
corresponding Portfolio of The Prudential Series Fund, Inc.
-------------------

This Statement of Additional Information is not a prospectus and should be read
in conjunction with the Prospectus, dated May 1, 1995, which is available
without charge upon written request to The Prudential Insurance Company of
America, c/o Prudential Defined Contribution Services, 30 Scranton Office Park,
Moosic, PA 18507-1789, or by telephoning 1-800-458-6333.

TABLE OF CONTENTS
PAGE
INVESTMENT MANAGEMENT AND ADMINISTRATION OF VCA-10, VCA-11 AND VCA-24........ 2
Investment restrictions adopted by VCA-10 and VCA-11....................... 3
Investment restrictions imposed by state law............................... 4
Loans of portfolio securities.............................................. 4
Portfolio turnover rate.................................................... 5
Portfolio brokerage and related practices.................................. 5
Custody of securities...................................................... 6
Options and Futures........................................................ 6
PERFORMANCE INFORMATION...................................................... 10

FINANCIAL STATEMENTS OF VCA-24............................................... 35

FINANCIAL STATEMENTS OF THE PRUDENTIAL....................................... 42

The Prudential Insurance Company of
America
c/o Prudential Defined Contribution
Services
30 Scranton Office Park
Moosic, PA 18507-1789
Telephone 1-800-458-6333

- ---------------------
- --------------------------------------------------------------------------------
<PAGE>
INVESTMENT MANAGEMENT
AND ADMINISTRATION OF
VCA-10, VCA-11 AND VCA-24

Prudential acts as investment manager for The Prudential Variable Contract
Account-10 ("VCA-10") and The Prudential Variable Contract Account-11 ("VCA-11")
under separate investment management agreements with each of them. Each
Account's assets are invested and reinvested in accordance with its investment
objective and policies, subject to the general supervision and authorization of
the Account's Committee.

The assets of each Subaccount of VCA-24 are invested in shares of the series of
the common stock of The Prudential Series Fund, Inc. (the "Fund") that represent
the portfolio of the Fund that corresponds to the particular Subaccount of
VCA-24. The Prospectus and the Statement of Additional Information of the Fund
describe the investment management and administration of the Fund and its
various portfolios.

Subject to Prudential's supervision, all of the investment management services
provided by Prudential are furnished by its wholly-owned subsidiary, The
Prudential Investment Corporation ("PIC"), pursuant to the service agreement
between Prudential and PIC (the "Service Agreement") which provides that
Prudential will reimburse PIC for its costs and expenses. PIC is registered as
an investment adviser under the Investment Advisers Act of 1940.

Prudential continues to have responsibility for all
investment advisory services under its advisory or subadvisory agreements with
respect to its clients. Prudential's investment management agreement with each
of VCA-10 and VCA-11 was most recently renewed by unanimous vote of the
Committees on November 11, 1994 and by the Participants in each Account on
September 8, 1983. The Service Agreement was submitted to and approved by
Participants in VCA-10 and VCA-11 on November 4, 1985 and its annual
continuation was most recently approved by unanimous vote of the
VCA-10 and VCA-11 Committees on November 11, 1994. Each Account's investment
management agreement and the Service Agreement will continue in effect as long
as approved at least once a year by a majority of the non-interested members of
the Account's Committee and either by a majority of each entire Committee or by
a majority vote of persons entitled to vote in respect of the Account. An
Account's investment management agreement will terminate automatically in the
event of assignment, and may be terminated without penalty on 60 days' notice by
the Account's Committee or by the majority vote of persons having voting rights
in respect of the Account, or on 90 days' notice by Prudential.

The Service Agreement will continue in effect as to each Account for a period of
more than two years from its execution only so long as such continuance is
specifically approved at least annually in the same manner as the Agreements for
Investment Management Services between Prudential and the Accounts. The Service
Agreement may be terminated by either party upon not less than thirty days'
prior written notice to the other party, will terminate automatically in the
event of its assignment and will terminate automatically as to an Account in the
event of the assignment or termination of the Agreement for Investment
Management Services between Prudential and the Account. Prudential is not
relieved of its responsibility for all investment advisory services under the
Agreement for Investment Management Services between Prudential and the
Accounts. The Service Agreement provides for Prudential to reimburse PIC for its
costs and expenses incurred in furnishing investment advisory services. For the
meaning of a majority vote of persons having voting rights with respect to an
Account, see "Voting Rights," page 33 of the Prospectus.

Prudential is responsible for the administrative and
recordkeeping functions of VCA-10, VCA-11 and VCA-24 and pays the expenses
associated with them. These functions include enrolling Participants, receiving
and
allocating contributions, maintaining Participants' Accumulation Accounts,
preparing and distributing confirmations, statements, and reports. The
administrative and recordkeeping expenses borne by Prudential include salaries,
rent, postage, telephone, travel, legal, actuarial and accounting fees, office
equipment, stationery and maintenance of computer and other systems. Prudential
has entered into a service agreement with its indirect wholly-owned subsidiary,
The Prudential Asset Management Company, Inc., (PAMCO) which provides that PAMCO
may furnish certain administrative and recordkeeping services in connection with
Prudential's obligations under the Contracts and provides that Prudential will
reimburse PAMCO for its costs and expenses. Prudential is reimbursed for these
administrative and recordkeeping expenses by the annual account charge and the
daily charge against the assets of each Account and Subaccount for
administrative expenses.

A daily charge is made which is equal to an effective annual rate of 0.75% of
the net value of the assets in each Subaccount of VCA-24. All of this charge is
for administrative expenses not covered by the annual account charge. During
1994, 1993, and 1992, Prudential received $3,535,163, $2,451,437, and
$1,376,069, respectively, in daily charges for VCA-24.

2
<PAGE>

There is also an annual account charge for administrative expenses of not
greater than $20 assessed against a Participant's Accumulation Account. During
1994, 1993, and 1992, Prudential collected $69,867, $49,223, and $29,368,
respectively, from VCA-10 and $34,832, $35,335, and $32,729, respectively, from
VCA-11 in annual account charges. During 1994, 1993, and 1992, Prudential
collected $139,359, $95,961, and $57,813, respectively in annual account charges
from VCA-24.

A deferred sales charge is also imposed on certain withdrawals from the Accounts
and Subaccounts. The deferred sales charges imposed on withdrawals from
VCA-10 during 1994, 1993, and 1992, were $24,016, $17,485, and $18,198,
respectively. The deferred sales charges imposed on VCA-11 withdrawals during
1994, 1993, and 1992, were $16,777, $10,159, and $7,396, respectively. During
1994, 1993, and 1992 the deferred sales charges imposed on withdrawals from
VCA-24 were $62,145, $46,085, and $31,972, respectively.

INVESTMENT RESTRICTIONS ADOPTED BY VCA-10 AND
VCA-11

The following investment restrictions are fundamental investment policies and
may not be changed without the approval of a majority vote of persons having
voting rights in respect of the Account.

Neither of the Accounts will:

1. Buy or sell real estate, mortgages, commodities
or commodity contracts, except that (a) VCA-10 may buy and sell shares of
real estate investment trusts listed on stock exchanges or reported on
the National Association of Securities Dealers, Inc. automated quotation
system ("NASDAQ"); and (b) VCA-10 may purchase and sell stock index
futures contracts and related options.

2. Buy or sell the securities of other investment
companies.

3. Acquire securities for the purpose of exercising
control or management of any company.

4. Make short sales of securities or maintain a
short position, except that VCA-10 may make short sales against the box.
Collateral arrangements entered into by VCA-10 with respect to futures
contracts and related options and the writing of options on equity
securities and stock indices are not deemed to be short sales.

5. Purchase securities on margin, issue senior
securities or otherwise borrow money, except that either Account, in accordance
with its investment objective and policies, may purchase and sell
securities on a when-issued and delayed delivery basis. Either Account
may obtain such short-term credit as it needs for the clearance of
securities transactions, and may also borrow from a bank as a temporary
measure, in amounts not exceeding 5% of the value of its portfolio, to
accommodate abnormally heavy redemption requests, if they should occur,
but not for leveraging or investment purposes. Investment securities will
not be purchased while borrowings are outstanding. Interest paid on
borrowings will not be available for investment by the Accounts.
Collateral arrangements entered into by VCA-10 with respect to futures
contracts and related options and the writing of options on equity
securities and stock indices are not deemed to be the issuance of a
senior security or the purchase of a security on margin.

6. Mortgage, pledge or hypothecate any assets,
except that either Account may pledge assets in an amount up to 10% of
the value of its portfolio, but only to secure borrowings for
extraordinary or emergency purposes as described in paragraph 5 above.
Collateral arrangements entered into by VCA-10 with respect to futures
contracts and related options and the writing of options on equity
securities and stock indices are not deemed to be a pledge or
hypothecation of assets.

7. Make cash loans except that VCA-10 may make
loans of up to 10% of the value of its portfolio through the purchase of
privately placed bonds, debentures, notes and other evidences of
indebtedness of a character customarily acquired by institutional
investors that may or may not be convertible into stock or accompanied by
warrants or rights to acquire stock, and VCA-11 may purchase debt
obligations in accordance with its investment objective and policies and
may engage in repurchase agreements as described on pages 14 and 15 of
the Prospectus.

8. Lend portfolio securities unless the loans are
fully collateralized and subject to such other safeguards as the
Account's Committee determines are advisable and appropriate. For a
discussion of the risks involved in lending portfolio securities, see
"Loans of Portfolio Securities," page 4.

9. Underwrite the securities of other issuers,
except where VCA-10 may be deemed to be an underwriter for purposes of the
Securities Act of 1933 in connection with the loans that it may make
pursuant to paragraph 7 above.

10. Seventy-five percent of the assets held in each
Account are subject to the limitation that no purchase of a security,
other than a security of the U.S. Government or its agencies and
instrumentalities, will be made for each Account if as a result of such
purchase more than 5% of the total value of the Account's assets will be
invested in the securities of one issuer.

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11. Purchase any securities (other than obligations
of the U.S. Government, its agencies and instrumentalities) if as a
result 25% or more of the value of the Account's total assets (determined
at the time of investment) would be invested in the securities of one or
more issuers conducting their principal business activities in the same
industry, provided that there is no limitation with respect to money
market instruments of domestic banks, U.S. branches of foreign banks that
are subject to the same regulations as U.S. banks, and foreign branches
of domestic banks (provided that the domestic bank is unconditionally
liable in the event of the failure of the foreign branch to make payment
on its instruments for any reason).

In addition, VCA-11 will not:

Purchase common stock, preferred stock, warrants or other equity securities,
or oil and gas interests.

INVESTMENT RESTRICTIONS IMPOSED BY STATE LAW

In addition to the investment objectives, policies and restrictions that they
have adopted, VCA-10 and VCA-11 must limit their investments to those authorized
for variable contract accounts of life insurance companies by the laws of the
State of New Jersey. In the event of future amendments of the applicable New
Jersey statutes, each Account will comply, without the approval of Participants
or others having voting rights in respect of the Account, with the statutory
requirements as so modified. The pertinent provisions of New Jersey law as they
currently read are, in summary form, as follows:

1. An account may not purchase any evidence of
indebtedness issued, assumed or guaranteed by any institution created or
existing under the laws of the U.S., any U.S. state or territory,
District of Columbia, Puerto Rico, Canada or any Canadian province, if
such evidence of indebtedness is in default as to interest. "Institution"
includes any corporation, joint stock association, business trust,
business joint venture, business partnership, savings and loan
association, credit union or other mutual savings institution.

2. The stock of a corporation may not be
purchased unless (i) the corporation has paid a cash dividend on the class of
stock during each of the past five years preceding the time of purchase,
or (ii) during the five-year period the corporation had aggregate
earnings available for dividends on such class of stock sufficient to pay
average dividends of 4% per annum computed upon the par value of such
stock, or upon stated value if the stock has no par value. This
limitation does not apply to any class of stock which is preferred as to
dividends over a class of stock whose purchase is not prohibited.

3. Any common stock purchased must be (i) listed
or admitted to trading on a securities exchange in the United States or
Canada; or (ii) included in the National Association of Securities
Dealers' national price listings of "over-the-counter" securities; or
(iii) determined by the Commissioner of Insurance of New Jersey to be
publicly held and traded and as to which market quotations are available.
As of the date of this Prospectus no such determination has been made.

4. Any security of a corporation may not be
purchased if after the purchase more than 10% of the market value of the assets
of an Account would be invested in the securities of such corporation.

The currently applicable requirements of New Jersey law impose substantial
limitations on the ability of
VCA-10 to invest in the stock of companies whose securities are not publicly
traded or who have not recorded a five-year history of dividend payments or
earnings sufficient to support such payments. This means that the Account will
not generally invest in the stock of newly organized corporations. Nonetheless,
an investment not otherwise eligible under paragraph 1 or 2 above may be made
if, after giving effect to the investment, the total cost of all such
non-eligible investments does not exceed 5% of the aggregate market value of the
assets of the Account.

Investment limitations may also arise under the insurance laws and regulations
of other states where the Contracts are sold. Although compliance with the
requirements of New Jersey law set forth above will ordinarily result in
compliance with any applicable laws of other states, under some circumstances
the laws of other states could impose additional restrictions on the portfolios
of the Accounts.

LOANS OF PORTFOLIO SECURITIES

VCA-10 and VCA-11 may from time to time lend their portfolio securities to
broker-dealers, provided that such loans are made pursuant to written agreements
and are continuously secured by collateral in the form of cash, U.S. Government
securities or irrevocable standby letters of credit in an amount equal to at
least the market value at all times of the loaned securities. During the time
portfolio securities are on loan, VCA-10 and
VCA-11 will continue to receive the interest and dividends, or amounts
equivalent thereto, on the loaned securities while receiving a fee from the
borrower or earning interest on the investment of the cash collateral. The right
to terminate the loan will be given to either party subject to appropriate
notice. Upon termination of the loan, the borrower will return to the lender
securities identical to the loaned securities. VCA-10 will not have the right to
vote securities on loan, but would terminate the loan and regain the right to
vote if that were considered important with respect to the investment. The
primary risk in lending securities is that the borrower may

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become insolvent on a day on which the loaned security is rapidly advancing in
price. In such event, if the borrower fails to return the loaned securities, the
existing collateral might be insufficient to purchase back the full amount of
stock loaned, and the borrower would be unable to furnish additional collateral.
The borrower would be liable for any shortage, but VCA-10 and
VCA-11 would be unsecured creditors with respect to such shortage and might not
be able to recover all or any of it. However, this risk may be minimized by a
careful selection of borrowers and securities to be lent.

VCA-10 and VCA-11 will not lend their portfolio securities to broker-dealers
affiliated with Prudential, including Prudential Securities Incorporated. This
will not affect the Accounts' ability to maximize their securities lending
opportunities.

PORTFOLIO TURNOVER RATE

VCA-10 has no fixed policy with respect to portfolio turnover, which is an index
determined by dividing the lesser of the purchases and sales of portfolio
securities during the year by the monthly average of the aggregate value of the
portfolio securities owned during the year. VCA-10 seeks long term capital
growth rather than short term trading profits. However, during any period when
changing economic or market conditions are anticipated, successful management
requires an aggressive response to such changes which may result in portfolio
shifts that may significantly increase the rate of portfolio turnover. Higher
portfolio turnover involves correspondingly greater brokerage commissions and
other transaction costs, which are borne directly by VCA-10. It is not
anticipated that under normal circumstances the annual portfolio turnover rate
would exceed 100%. During 1994 and 1993 the total portfolio turnover rate for
VCA-10 was 31.50% and 45.45%, respectively.

PORTFOLIO BROKERAGE AND RELATED PRACTICES

Prudential is responsible for decisions to buy and sell securities for VCA-10
and VCA-11, the selection of brokers and dealers to effect the transactions and
the negotiation of brokerage commissions, if any. Transactions on a stock
exchange in equity securities for VCA-10 will be executed primarily through
brokers who will receive a commission paid by the Account. Fixed income
securities, as well as securities traded in the over-the-counter market, on the
other hand, will not normally incur any brokerage commissions. These securities
are generally traded on a "net" basis with dealers acting as principals for
their own accounts without a stated commission, although the price of the
security usually includes a profit to the dealer. In underwritten offerings,
securities are purchased at a fixed price that includes an amount of
compensation to the underwriter, generally referred to as the underwriter's
concession or discount. On occasion, certain of these securities may be
purchased directly from an issuer, in which case neither commissions nor
discounts are paid.

In placing orders for portfolio transactions of the Accounts, primary
consideration is given to obtaining the most favorable price and best execution.
An attempt is made to effect each transaction at a price and commission, if any,
that provide the most favorable total cost or proceeds reasonably attainable in
the circumstances. However, a higher spread or commission than is otherwise
necessary for a particular transaction may be paid if to do so appears to
further the goal of obtaining the best execution available.

In connection with any securities transaction that involves a commission
payment, the commission is negotiated with the broker on the basis of the
quality and quantity of execution services that the broker provides, in light of
generally prevailing commission rates. Periodically, Prudential and PIC review
the allocation among brokers of orders for equity securities and the commissions
that were paid.

When selecting a broker or dealer in connection with a transaction for either
Account, consideration is given to whether the broker or dealer has furnished
Prudential or PIC with certain services that brokerage houses customarily supply
to institutional investors, provided this does not jeopardize the objective of
obtaining the best price and execution.

These services include statistical and economic data and research reports on
particular companies and industries. Prudential and PIC use these services in
connection with all of their investment activities, and some of the data or
services obtained in connection with the execution of transactions for an
Account may be used in managing other investment accounts. Conversely, brokers
and dealers furnishing such services may be selected for the execution of
transactions of such other accounts, while the data and services may be used in
providing investment management for one or both of the Accounts. Although
Prudential's present policy is not to permit higher spreads or commissions to be
paid on transactions for the Accounts in order to secure research and
statistical services from brokers or dealers, Prudential might in the future
authorize the payment of higher commissions (but not of higher spreads), with
the prior concurrence of an Account's Committee, if it is determined that the
higher commissions are necessary in order to secure desired research and are
reasonable in relation to all the services that the broker provides.

When investment opportunities arise that may be appropriate for more than one
entity for which Prudential serves as investment manager or adviser, one entity
will not be favored over another and allocations of investments among them will
be made in an impartial manner believed to be equitable to each entity involved.
The allocations will be based on each entity's investment objectives and its
current cash and investment positions. Because the various entities for which
Prudential acts as investment manager or adviser have different investment
objectives and positions, from time to time a particular security may be
purchased for one or more

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such entities while at the same time such securities may be sold for another.

An affiliated broker may be employed to execute brokerage transactions on behalf
of the Accounts as long as the commissions are reasonable and fair compared to
the commissions received by other brokers in connection with comparable
transactions involving similar securities being purchased or sold on a
securities exchange during a comparable period of time. During 1994, 1993, and
1992, the total dollar amount of commissions paid by VCA-10 to an affiliated
broker, Prudential Securities Incorporated, was $-0-, $6,705, and $132,
respectively. The Accounts may not engage in any transactions in which
Prudential or its affiliates, including Prudential Securities Incorporated, acts
as principal, including over-the-counter purchases and negotiated trades in
which such a party acts as a principal.

Prudential or PIC may enter into business transactions with brokers or dealers
for purposes other than the execution of portfolio securities transactions for
accounts Prudential manages. These other transactions will not affect the
selection of brokers or dealers in connection with portfolio transactions for
the Accounts.

During 1994, 1993, and 1992, $324,943, $378,737, and $292,910, respectively, was
paid to various brokers in connection with securities transactions for VCA-10.
Of this amount, approximately 66.57%, 77.4%, and 85.5%, respectively, was
allocated to brokers who provided research and statistical services to
Prudential.

CUSTODY OF SECURITIES

Chemical Bank, 4 New York Plaza, New York, NY 10004, is custodian of the equity
securities held in VCA-10 and is authorized to use the facilities of the
Depository Trust Company (DTC). Morgan Guaranty Trust Company of New York, 23
Wall Street, New York, NY 10015, is custodian of the short-term debt securities,
including money market instruments, held in VCA-10 and VCA-11 and is authorized
to use the facilities of the Federal Reserve book entry system as well as the
DTC.

ADDITIONAL INFORMATION ABOUT OPTIONS ON STOCKS, OPTIONS ON STOCK INDICES, STOCK
INDEX FUTURES CONTRACTS, AND OPTIONS ON STOCK INDEX FUTURES CONTRACTS.

OPTIONS ON EQUITY SECURITIES. VCA-10 may purchase and write (I.E., sell) put and
call options on equity securities that are traded on national securities
exchanges or that are listed on the National Association of Securities Dealers
Automated Quotation System ("NASDAQ").

VCA-10 will write call options on stocks only if they are covered, and such
options must remain covered so long as VCA-10 is obligated as a writer. A call
option is "covered" if: (1) VCA-10 owns the security underlying the option; or
(2) VCA-10 has an absolute and immediate right to acquire that security without
additional cash consideration (or for additional cash consideration held in a
segregated account by its custodian) upon conversion or exchange of other
securities held in its portfolio; or (3) VCA-10 holds on a share-for-share basis
a call on the same security as the call written where the strike price of the
call held is equal to or less than the strike price of the call written or
greater than the strike price of the call written if the difference is
maintained by VCA-10 in cash, Treasury bills or other liquid high-grade short-
term debt obligations in a segregated account with its custodian.

VCA-10 will write put options on stocks only if they are covered, and such
options must remain covered so long as VCA-10 is obligated as a writer. A put
option is "covered" if: (1) VCA-10 holds in a segregated account cash, Treasury
bills or other liquid high-grade short-term debt obligations of a value equal to
the strike price; or
(2) VCA-10 holds on a share-for-share basis a put on the same security as the
put written where the strike price of the put held is equal to or greater than
the strike price of the put written or less than the strike price of the put
written if the difference is maintained by VCA-10 in cash, Treasury bills or
other liquid high grade short-term debt obligations in a segregated account with
its custodian.

VCA-10 may purchase "protective puts," I.E., put options acquired for the
purpose of protecting a portfolio security from a decline in market value. In
exchange for the premium paid for the put option, VCA-10 acquires the right to
sell the underlying security at the strike price of the put regardless of the
extent to which the underlying security declines in value. The loss to VCA-10 is
limited to the premium paid for, and transaction costs in connection with, the
put plus the initial excess, if any, of the market price of the underlying
security over the strike price. However, if the market price of the security
underlying the put rises, the profit VCA-10 realizes on the sale of the security
will be reduced by the premium paid for the put option less any amount (net of
transaction costs) for which the put may be sold.

VCA-10 may purchase call options for hedging and investment purposes. VCA-10
does not intend to invest more than 5% of its net assets at any one time in the
purchase of call options on stocks.

If the writer of an option wishes to terminate the obligation, he or she may
effect a "closing purchase transaction" by buying an option of the same series
as the option previously written. Similarly, the holder of an option may
liquidate his or her position by exercising the option or by effecting a
"closing sale transaction," I.E., selling an option of the same series as the
option previously purchased. VCA-10 may effect closing sale and purchase
transactions. VCA-10 will realize a profit from a closing transaction if the
price of the transaction is less than the premium received from writing the
option or is more than the premium paid to purchase the option. Because
increases in the market price of a call option will generally reflect increases
in the market price of the underlying security, any loss resulting from a
closing purchase transaction with respect to a call option is

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likely to be offset in whole or in part by appreciation of the underlying equity
security owned by VCA-10. There is no guarantee that closing purchase or closing
sale transactions can be effected.

VCA-10's use of options on equity securities is subject to certain special
risks, in addition to the risk that the market value of the security will move
adversely to VCA-10's option position. An option position may be closed out only
on an exchange, board of trade or other trading facility which provides a
secondary market for an option of the same series. Although VCA-10 will
generally purchase or write only those options for which there appears to be an
active secondary market, there is no assurance that a liquid secondary market on
an exchange will exist for any particular option, or at any particular time, and
for some options no secondary market on an exchange or otherwise may exist. In
such event it might not be possible to effect closing transactions in particular
options, with the result that VCA-10 would have to exercise its options in order
to realize any profit and would incur brokerage commissions upon the exercise of
such options and upon the subsequent disposition of underlying securities
acquired through the exercise of call options or upon the purchase of underlying
securities or the exercise of put options. If VCA-10 as a covered call option
writer is unable to effect a closing purchase transaction in a secondary market,
it will not be able to sell the underlying security until the option expires or
it delivers the underlying security upon exercise.

Reasons for the absence of a liquid secondary market on an exchange include the
following: (i) there may be insufficient trading interest in certain options;
(ii) restrictions imposed by an exchange on opening transactions or closing
transactions or both; (iii) trading halts, suspensions or other restrictions may
be imposed with respect to particular classes or series of options or underlying
securities; (iv) unusual or unforeseen circumstances may interrupt normal
operations on an exchange; (v) the facilities of an exchange or a clearing
corporation may not at all times be adequate to handle current trading volume;
or (vi) one or more exchanges could, for economic or other reasons, decide or be
compelled at some future date to discontinue the trading of options (or a
particular class or series of options), in which event the secondary market on
that exchange (or in the class or series of options) would cease to exist,
although outstanding options on that exchange that had been issued by a clearing
corporation as a result of trades on that exchange would continue to be
exercisable in accordance with their terms. There is no assurance that higher
than anticipated trading activity or other unforeseen events might not, at
times, render certain of the facilities of any of the clearing corporations
inadequate, and thereby result in the institution by an exchange of special
procedures which may interfere with the timely execution of customers' orders.
However, The Option Clearing Corporation, based on forecasts provided by the
U.S. exchanges, believes that its facilities are adequate to handle the volume
of reasonably anticipated options transactions, and such exchanges have advised
such clearing corporation that they believe their facilities will also be
adequate to handle reasonably anticipated volumes.

OPTIONS ON STOCK INDICES. VCA-10 will write call options on stock indices only
if they are covered, and such options remain covered as long as VCA-10 is
obligated as a writer. A call option is covered if VCA-10 follows the
segregation requirements set forth in this paragraph. When VCA-10 writes a call
option on a broadly based stock market index, the portfolio will segregate or
put into escrow with its custodian or pledge to a broker as collateral for the
option, cash, cash equivalents or "qualified securities" (defined below) with a
market value at the time the option is written of not less than 100% of the
current index value times the multiplier times the number of contracts. When
VCA-10 writes a call option on an industry or market segment index, it will
segregate or put into escrow with its custodian or pledge to a broker as
collateral for the option, at least five "qualified securities", all of which
are stocks of issuers in such industry or market segment, with a market value at
the time the option is written of not less than 100% of the current index value
times the multiplier times the number of contracts. Such stocks will include
stocks which represent at least 50% of the weighting of the industry or market
segment index and will represent at least 50% of the portfolio's holdings in
that industry or market segment. No individual security will represent more than
15% of the amount so segregated, pledged or escrowed in the case of broadly
based stock market index options or 25% of such amount in the case of industry
or market segment index options. If at the close of business on any day the
market value of such qualified securities so segregated, escrowed or pledged
falls below 100% of the current index value times the multiplier times the
number of contracts, VCA-10 will so segregate, escrow or pledge an amount in
cash, Treasury bills or other liquid high-grade short-term obligations equal in
value to the difference. In addition, when VCA-10 writes a call on an index
which is in-the-money at the time the call is written, VCA-10 will segregate
with its custodian or pledge to the broker as collateral, cash or U.S.
Government or other liquid high-grade short-term debt obligations equal in value
to the amount by which the call is in-the-money times the multiplier times the
number of contracts. Any amount segregated pursuant to the foregoing sentence
may be applied to VCA-10's obligation to segregate additional amounts in the
event that the market value of the qualified securities falls below 100% of the
current index value times the multiplier times the number of contracts. A
"qualified security" is an equity security which is listed on a national
securities exchange or listed on NASDAQ against which VCA-10 has not written a
stock call option and which has not been hedged by VCA-10 by the sale of stock
index futures. A

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call option is also covered and VCA-10 need not follow the segregation
requirements set forth in this paragraph if VCA-10 holds a call on the same
index as the call written where the strike price of the call held is equal to or
less than the strike price of the call written or greater than the strike price
of the call written if the difference is maintained by VCA-10 in cash, Treasury
bills or other liquid high-grade short-term obligations in a segregated account
with its custodian.

VCA-10 will write put options on stock indices only if they are covered, and
such options must remain covered so long as VCA-10 is obligated as a writer. A
put option is covered if: (1) VCA-10 holds in a segregated account cash,
Treasury bills or other liquid high-grade short-term debt obligations of a value
equal to the strike price times the multiplier times the number of contracts; or
(2) VCA-10 holds a put on the same index as the put written where the strike
price of the put held is equal to or greater than the strike price of the put
written or less than the strike price of the put written if the difference is
maintained by VCA-10 in cash, Treasury bills or other liquid high-grade
short-term debt obligations in a segregated account with its custodian.

VCA-10 may purchase put and call options for hedging and investment purposes.
VCA-10 does not intend to invest more than 5% of its net assets at any one time
in the purchase of puts and calls on stock indices. VCA-10 may effect closing
sale and purchase transactions, as described above in connection with options on
equity securities.

The purchase and sale of options on stock indices will be subject to the same
risks as options on equity securities, described above. In addition, the
distinctive characteristics of options on indices create certain risks that are
not present with stock options. Index prices may be distorted if trading of
certain stocks included in the index is interrupted. Trading in the index
options also may be interrupted in certain circumstances, such as if trading
were halted in a substantial number of stocks included in the index. If this
occurred, VCA-10 would not be able to close out options which it had purchased
or written and, if restrictions on exercise were imposed, may be unable to
exercise an option it holds, which could result in substantial losses to VCA-10.
It is the policy of VCA-10 to purchase or write options only on stock indices
which include a number of stocks sufficient to minimize the likelihood of a
trading halt in options on the index.

Trading in index options commenced in April 1983 with the S&P 100 option
(formerly called the "CBOE 100"). Since that time a number of additional index
contracts have been introduced, including options on industry indices. Although
the markets for certain index option contracts have developed rapidly, the
markets for other index options are still relatively illiquid. The ability to
establish and close out positions on such options will be subject to the
development and maintenance of a liquid secondary market. It is not certain that
this market will develop in all index options contracts. VCA-10 will not
purchase or sell any index option contract unless and until, in the manager's
opinion, the market for such options has developed sufficiently that the risk in
connection with such transactions is no greater than the risk in connection with
options on stocks.

Price movements in VCA-10's equity security portfolio probably will not
correlate precisely with movements in the level of the index and, therefore, in
writing a call on a stock index VCA-10 bears the risk that the price of the
securities held by VCA-10 may not increase as much as the index. In such event,
VCA-10 would bear a loss on the call which is not completely offset by movement
in the price of VCA-10's equity securities. It is also possible that the index
may rise when VCA-10's securities do not rise in value. If this occurred, VCA-10
would experience a loss on the call which is not offset by an increase in the
value of its securities portfolio and might also experience a loss in its
securities portfolio. However, because the value of a diversified securities
portfolio will, over time, tend to move in the same direction as the market,
movements in the value of VCA-10's securities in the opposite direction as the
market would be likely to occur for only a short period or to a small degree.

When VCA-10 has written a call, there is also a risk that the market may decline
between the time VCA-10 has a call exercised against it, at a price which is
fixed as of the closing level of the index on the date of exercise, and the time
VCA-10 is able to sell stocks in its portfolio. As with stock options, VCA-10
will not learn that an index option has been exercised until the day following
the exercise date but, unlike a call on stock where VCA-10 would be able to
deliver the underlying securities in settlement, VCA-10 may have to sell part of
its stock portfolio in order to make settlement in cash, and the price of such
stocks might decline before they can be sold. This timing risk makes certain
strategies involving more than one option substantially more risky with options
in stock indices than with stock options.

There are also certain special risks involved in purchasing put and call options
on stock indices. If VCA-10 holds an index option and exercises it before final
determination of the closing index value for that day, it runs the risk that the
level of the underlying index may change before closing. If such a change causes
the exercised option to fall out-of-the-money, VCA-10 will be required to pay
the difference between the closing index value and the strike price of the
option (times the applicable multiplier) to the assigned writer. Although VCA-10
may be able to minimize the risk by withholding exercise instructions until just
before the daily cutoff time or by selling rather than exercising an option when
the index level is close to the exercise price, it may not be possible to
eliminate this risk entirely because the cutoff times for index options may be
earlier than those fixed for other types of options and may occur before
definitive closing index values are announced.

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STOCK INDEX FUTURES CONTRACTS. VCA-10 may, to the extent permitted by applicable
regulations, attempt to reduce the risk of investment in equity securities by
hedging a portion of its equity portfolio through the use of stock index futures
traded on a commodities exchange or board of trade. A stock index futures
contract is an agreement in which the seller of the contract agrees to deliver
to the buyer an amount of cash equal to a specific dollar amount times the
difference between the value of a specific stock index at the close of the last
trading day of the contract and the price at which the agreement is made. No
physical delivery of the underlying stocks in the index is made. When the
futures contract is entered into, each party deposits with a broker or in a
segregated custodial account approximately 5% of the contract amount, called the
"initial margin." Subsequent payments to and from the broker, call "variation
margin," will be made on a daily basis as the price of the underlying stock
index fluctuates, making the long and short positions in the futures contracts
more or less valuable, a process known as "marking to the market."

VCA-10 may sell stock index futures to hedge against a decline in the value of
equity securities it holds. VCA-10 may also buy stock index futures to hedge
against a rise in the value of equity securities VCA-10 intends to acquire. To
the extent permitted by federal regulations, VCA-10 may also engage in other
types of hedging transactions in stock index futures that are economically
appropriate for the reduction of risks inherent in the ongoing management of
VCA-10's equity securities.

VCA-10's successful use of stock index futures contracts depends upon the
investment manager's ability to predict the direction of the market and is
subject to various additional risks. The correlation between movement in the
price of the stock index future and the price of the securities being hedged is
imperfect and the risk from imperfect correlation increases as the composition
of VCA-10's securities diverges from the composition of the relevant index. In
addition, the ability of VCA-10 to close out a futures position depends on a
liquid secondary market. There is no assurance that liquid secondary markets
will exist for any particular stock index futures contract at any particular
time.

Under regulations of the Commodity Futures Trading Commission ("CFTC"),
investment companies registered under the Investment Company Act of 1940 are
excluded from regulation as commodity pools or commodity pool operators if their
use of futures is limited in certain specified ways. VCA-10 will use futures in
a manner consistent with the terms of this exclusion. Among other requirements,
no more than 5% of VCA-10's
assets may be committed as initial margin on futures contracts.

OPTIONS ON FUTURES CONTRACTS. VCA-10 may, to the extent permitted by applicable
insurance law and federal regulations, enter into certain transactions involving
options on stock index futures contracts. An option on a futures contract gives
the purchaser or holder the right, but not the obligation, to assume a position
in a futures contract (a long position if the option is a call and a short
position if the option is a put) at a specified price at any time during the
option exercise period. The writer of the option is required upon exercise to
assume an offsetting futures position (a short position if the option is a call
and a long position if the option is a put). Upon exercise of the option, the
assumption of offsetting futures positions by the writer and holder of the
option will be accomplished by delivery of the accumulated balance in the
writer's futures margin account which represents the amount by which the market
price of the futures contract, at exercise, exceeds, in the case of a call, or
is less than, in the case of a put, the exercise price of the option on the
futures contract. As an alternative to exercise, the holder or writer of an
option may terminate a position by selling or purchasing an option of the same
series. There is no guarantee that such closing transactions can be effected.
VCA-10 intends to utilize options on stock index futures contracts for the same
purposes that it intends to use the underlying stock index futures contracts.

Options on futures contracts are subject to risks similar to those described
above and in the prospectus with respect to options on stocks, options on stock
indices, and futures contracts. There is also the risk of imperfect correlation
between the option and the underlying futures contract. If there were no liquid
secondary market for a particular option on a futures contract, VCA-10 might
have to exercise an option it held in order to realize any profit and might
continue to be obligated under an option it had written until the option expired
or was exercised. If VCA-10 were unable to close out an option it had written on
a futures contract, it would continue to be required to maintain initial margin
and make variation margin payments with respect to the option position until the
option expired or was exercised against the portfolio.

9
<PAGE>
PERFORMANCE INFORMATION

The tables below provide performance information for each variable investment
option through December 31, 1994. The performance information is based on
historical experience and does not indicate or represent future performance.

ANNUAL AVERAGE TOTAL RETURN

Table 1 below shows the average annual rates of total return on hypothetical
investments of $1,000 for periods ended December 31, 1994 in VCA-10, VCA-11 and
the following subaccounts of VCA-24: Bond, Government Securities, Conservatively
Managed Flexible, Aggressively Managed Flexible, Stock Index, Common Stock and
Global Equity. These figures assume withdrawal of the investments at the end of
the period other than to effect an annuity under the Contract. VCA-24 has been
in existence since May 1, 1987. However, the applicable underlying Portfolios of
the Fund existed as funding vehicles for other Prudential products prior to that
date. For performance information purposes, the returns calculated below for
periods prior to inclusion in the MEDLEY Program reflect a hypothetical return
as if those portfolios were part of the MEDLEY Program at that time, using
charges applicable to the MEDLEY Program.

TABLE 1

AVERAGE ANNUAL TOTAL RETURN

<TABLE>
<CAPTION>
FROM DATE PORTFOLIO
ESTABLISHED THROUGH
ONE YEAR FIVE YEARS TEN YEARS 12/31/94 IF PORTFOLIO
DATE ENDED ENDED ENDED NOT IN EXISTENCE
ESTABLISHED 12/31/94 12/31/94 12/31/94 FOR TEN YEARS
------------ ----------- ----------- ----------- ---------------------
<S> <C> <C> <C> <C> <C>
VCA-10 8/25/82 -6.99% 9.89% 11.10%
VCA-11 8/25/82 -3.57 3.39 5.47
VCA-24:
Bond 5/13/83 -10.96 5.83 7.90
Government Securities 5/1/89 -12.87 5.10 6.52%
Conservatively Managed 5/13/83 -8.73 6.43 9.34
Flexible
Aggressively Managed 5/13/83 -10.91 7.15 10.60
Flexible
Stock Index 10/19/87 -6.76 6.08 11.85
Common Stock 5/13/83 -5.05 9.30 13.90
Global Equity 9/19/88 -12.60 2.95 6.83
</TABLE>

The average annual rates of total return shown above are computed by finding the
average annual compounded rates of return over the periods shown that would
equate the initial amount invested to the withdrawal value, in accordance with
the following formula: P(1+T)n = ERV. In the formula, P is a hypothetical
investment or contribution of $1,000; T is the average annual total return; n is
the number of years; and ERV is the withdrawal value at the end of the periods
shown. The annual account charge is prorated among the investment options
available under MEDLEY, including the Companion Contract, in the same
proportions as the aggregate annual contract fees are deducted from each option.
These figures assume deduction of the maximum deferred sales charge that may be
applicable to a particular period.

NON-STANDARD TOTAL RETURN

Table 2 below shows the average annual rates of return as in Table 1, but
assumes that the contributions or investments are not withdrawn at the end of
the period or that the Participant annuitizes at the end of the period.

TABLE 2

AVERAGE ANNUAL TOTAL RETURN ASSUMING NO WITHDRAWAL

10
<PAGE>

<TABLE>
<S> <C> <C> <C> <C> <C>
Government Securities 5/1/89 -5.87 6.07 7.30%
Conservatively Managed 5/13/83 -1.73% 7.34% 9.51%
Flexible
Aggressively Managed 5/13/83 -3.91 8.04 10.75
Flexible
Stock Index 10/19/87 0.24 7.01 12.12%
Common Stock 5/13/83 1.95 10.13
Global Equity 9/19/88 -5.60 4.00 7.27
</TABLE>

Table 3 shows the cumulative total return for the above investment options,
assuming no withdrawal.

TABLE 3

CUMULATIVE TOTAL RETURN ASSUMING NO WITHDRAWAL

<TABLE>
<CAPTION>
FROM DATE PORTFOLIO
ESTABLISHED THROUGH
ONE YEAR FIVE YEARS TEN YEARS 12/31/94 IF PORTFOLIO
DATE ENDED ENDED ENDED NOT IN EXISTENCE
ESTABLISHED 12/31/94 12/31/94 12/31/94 FOR TEN YEARS
------------ ----------- ----------- ----------- ---------------------
<S> <C> <C> <C> <C> <C>
VCA-10 8/25/82 0.01% 66.31% 190.57%
VCA-11 8/25/82 3.43 24.15 74.35
VCA-24:
Bond 5/13/83 -3.96 38.76 118.05
Government Securities 5/1/89 -5.87 34.27 49.09%
Conservatively Managed 5/13/83 -1.73 42.56 148.25
Flexible
Aggressively Managed 5/13/83 -3.91 47.25 177.70
Flexible
Stock Index 10/19/87 0.24 40.33 128.09
Common Stock 5/13/83 1.95 62.05 271.72
Global Equity 9/19/88 -5.60 21.66 55.45
</TABLE>

VCA-11 YIELD

The "yield" and "effective yield" of VCA-11 for the seven days ended December
31, 1994 were 4.93% and 5.05%, respectively.

The yield is computed by determining the net change, exclusive of capital
changes, in the value of a hypothetical preexisting account having a balance of
one accumulation unit of VCA-11 at the beginning of the period, subtracting a
prorated portion of the annual account charge as explained above, and dividing
the difference by the value of the account at the beginning of the base period,
and then multiplying the base period by (365/7), with the resulting figure
carried to the nearest hundred of 1%.

The yield reflects the deduction of the 1% charge for administrative expenses
and investment management, but does not reflect the deferred sales charge.

The effective yield is obtained by taking the base period return, adding 1,
raising the sum to a power equal to 365 divided by 7, and subtracting 1 from the
result, according to following formula: Effective Yield = [(base period return +
1)365/7] - 1.

The yields on amount held in VCA-11 will fluctuate on a daily basis. Therefore,
the stated yields for any given period are not an indication of future yields.

11
<PAGE>
THE VCA-10 AND VCA-11 COMMITTEES

VCA-10 is managed by The Prudential Variable Contract Account-10 Committee
("VCA-10 Committee"). VCA-11 is managed by The Prudential Variable Contract
Account-11 Committee ("VCA-11 Committee"). The members of each Committee are
elected by the persons having voting rights in respect of each Account. The
affairs of each Account are conducted in accordance with the Rules and
Regulations of the Account. The members of each Account's Committee, the
Account's Secretary and Assistant Secretaries and the principal occupation of
each during the past five years are shown below.

VCA-10 COMMITTEE

MARK R. FETTING*, CHAIRMAN AND MEMBER OF THE COMMITTEE--President & Chief
Operating Officer, Prudential Institutional Fund Management, Inc. (an indirect
subsidiary of Prudential) since 5/92; President, Prudential Defined Contribution
Services (a unit of PAMCO) since 4/92; Vice President, PIC since 10/91; Vice
President, Prudential since 10/91. Investment Management Consultant from 9/89 to
9/91; Partner, Greenwich Associates from 2/88 to 9/89; President, Review
Management Corp. from 2/87 to 12/87; Vice President, T. Rowe Price Associates,
Inc. from 4/83 to 1/87. Address: 30 Scranton Office Park, Moosic, Pennsylvania
18507.

SAUL K. FENSTER, MEMBER OF THE COMMITTEE--President, New Jersey Institute of
Technology (education). Address: 323 Martin Luther King Jr. Boulevard, Newark,
New Jersey 07102.

MARY C. GENCHER, MEMBER OF THE COMMITTEE--Retired since 5/77; prior to 5/77,
President and Chief Executive Officer of Lexol Corporation (leather conditioner
manufacturer). Address: 143 Oval Road, Essex Fells, New Jersey 07021.

JAMES H. SCOTT, JR.*, MEMBER OF THE COMMITTEE--Chief Executive Officer,
Prudential Diversified Investment Strategies (PDI), an investment unit of PIC,
since 1/94 and President, PTC Services, Inc. (a Prudential subsidiary) since
8/91. Managing Director, PDI, since 12/87. Mr. Scott is also a Second Vice
President of Prudential. Address: 51 JFK Parkway, Short Hills, New Jersey 07078.

JOSEPH WEBER, MEMBER OF THE COMMITTEE--Vice President, Interclass (international
corporate learning) since
10/90. President, Alliance for Learning from 3/88 to 10/90. Address: 37
Beachmont Terrace, North Caldwell, New Jersey 07006.

THOMAS A. EARLY, SECRETARY TO THE COMMITTEE--Vice President and General Counsel,
Prudential Defined Contribution Services since 4/94. Associate General Counsel,
Frank Russell Company from 1988 to 1994. Address: 30 Scranton Office Park,
Moosic, Pennsylvania 18507.

ROSANNE J. BARUH, ASSISTANT SECRETARY TO THE COMMITTEE--Assistant General
Counsel of Prudential since 11/86. Address: Prudential Plaza, Newark, New Jersey
07102.

C. CHRISTOPHER SPRAGUE, ASSISTANT SECRETARY TO THE COMMITTEE--Assistant General
Counsel, Prudential Defined Contribution Services since 12/94. Staff Attorney
and Senior Counsel, U.S. Securities and Exchange Commission from 9/88 to 11/94.
Address: 30 Scranton Office Park, Moosic, Pennsylvania 18507.

MICHAEL G. WILLIAMSON, ASSISTANT SECRETARY TO THE COMMITTEE--Director,
Prudential Defined Contribution Services, since 11/93. Manager, Prudential
Defined Contribution Services from 10/88 to 11/93. Address: 30 Scranton Office
Park, Moosic, Pennsylvania 18507.

VCA-11 COMMITTEE

W. SCOTT McDONALD, JR., MEMBER OF THE COMMITTEE--Executive Vice President,
Fairleigh Dickinson University since 9/91; prior to 9/91, Executive Vice
President, Drew University. Address: 23 Forest Road, Madison, New Jersey 07940.

12
<PAGE>

Managing Director, PDI, since 12/87. Mr. Scott is also a Second Vice President
of Prudential. Address: 51 JFK Parkway, Short Hills, New Jersey 07078.

JOSEPH WEBER, MEMBER OF THE COMMITTEE--Vice President, Interclass (international
corporate learning) since 10/90. President, Alliance for Learning from 3/88 to
10/90. Address: 37 Beachmont Terrace, North Caldwell, New Jersey 07006.

THOMAS A. EARLY, SECRETARY TO THE COMMITTEE--Vice President and General Counsel
of Prudential Defined Contribution Services since 4/94. Associate General
Counsel, Frank Russell Company from 1988 to 1994. Address: 30 Scranton Office
Park, Moosic, Pennsylvania 18507.

ROSANNE J. BARUH, ASSISTANT SECRETARY TO THE COMMITTEE--Assistant General
Counsel of Prudential since 11/86. Address: Prudential Plaza, Newark, New Jersey
07102.

MICHAEL G. WILLIAMSON, ASSISTANT SECRETARY TO THE COMMITTEE--Director,
Prudential Defined Contribution Services, since 11/93; Manager, Prudential
Defined Contribution Services from 10/88 to 11/93. Address: 30 Scranton Office
Park, Moosic, Pennsylvania 18507.

*These members of the VCA-10 and VCA-11 Committees are interested persons of
Prudential, its affiliates or those Accounts as defined in the 1940 Act. Certain
actions of each Committee, including the annual continuance of the investment
management agreement between each Account and Prudential, must be approved by a
majority of the members of each Committee who are not interested persons of
Prudential, its affiliates or the Account. Messrs. Fetting and Scott, members of
both Committees, are interested persons of Prudential and the Accounts, as that
term is defined in the 1940 Act, because they are officers of Prudential, the
investment manager of both Accounts. Mrs. Gencher and Doctors Fenster, McDonald
and Weber are not interested persons of Prudential, its affiliates or of either
Account. However, Dr. Fenster is President of the New Jersey Institute of
Technology; Prudential has issued a group annuity contract to the Institute and
provides group life and health insurance to its employees.

REMUNERATION OF MEMBERS OF THE COMMITTEES AND CERTAIN AFFILIATED PERSONS

No member of the Committee of either VCA-10 or VCA-11 nor any other person
(other than Prudential) receives remuneration from an Account. Prudential pays
certain of the expenses relating to the operation of VCA-10 and VCA-11,
including all compensation paid to members of each Committee, its Chairman, its
Secretary and Assistant Secretaries. No member of either Account's Committee,
its Chairman, its Secretary or Assistant Secretaries who is also an officer,
Director or employee of Prudential or an affiliate of Prudential is entitled to
any fee for his services as a member or officer of the Committee.

13
<PAGE>
DIRECTORS AND OFFICERS OF PRUDENTIAL

The names of all Directors and certain officers of Prudential and the positions
and offices and principal occupation of each during the past five years are
shown below. The Contract-holder under each Contract will be entitled to one
vote for the election of Prudential Directors. Participants will not be entitled
to vote.

DIRECTORS

FRANKLIN E. AGNEW, DIRECTOR since 1994 (current term expires April, 2000).
Member, Committee on Dividends; Member, Finance Committee. Business consultant
since 1987. Senior Vice President H.J. Heinz from 1971 to 1986. Mr. Agnew is
also a director of Bausch & Lomb Inc. and John Wiley & Sons, Inc. Age 60.
Address: One Mellon Bank Center, Suite 2120, Pittsburgh, PA 15129.

FREDERICK K. BECKER, DIRECTOR since 1994 (current term expires April, 1999).
Member, Auditing Committee, Member, Committee on Business Ethics. President,
Wilentz Goldman and Spitzer (law firm) since 1989, with firm since 1960. Age 59.
Address: 90 Woodbridge Center Drive, Woodbridge, NJ 07095.

WILLIAM W. BOESCHENSTEIN, DIRECTOR since 1982 (current term expires April,
1997). Chairman, Executive Committee; Member, Auditing Committee. Retired since
1990. Chairman of the Board and Chief Executive Officer, Owens-Corning Fiberglas
Corporation from 1981 to 1990. Mr. Boeschenstein is also a director of FMC Corp.
and Owens-Corning Fiberglas Corporation. Age 69. Address: Fiberglas Tower,
Toledo, OH 43659.

LISLE C. CARTER, JR., DIRECTOR since 1987 (current term expires April, 1997).
Chairman, Committee on Nominations; Member Executive Committee; Member Finance
Committee. Retired since 1991. Senior Vice President and General Counsel, United
Way of America from 1988 to 1991. Age 69. Address: 1307 Fourth Street, S.W.,
Washington, DC 20024.

JAMES G. CULLEN, DIRECTOR since 1994 (current term expires April, 2001). Member,
Compensation Committee; Member, Committee on Business Ethics. President, Bell
Atlantic Corporation since 1993. President New Jersey Bell 1989-1993. Mr. Cullen
is also a director of First Fidelity Bancorporation. Age 52. Address: 1310 North
Court House Road, 11th Floor, Alexandria, VA 22201.

CAROLYNE K. DAVIS, DIRECTOR since 1989 (current term expires April, 1997).
Member, Finance Committee; Member Committee on Business Ethics; Member,
Compensation Committee. Health Care Advisor, Ernst & Young since 1985. Dr. Davis
is also a director of Merck & Co., Inc., Beckman Instruments, Inc.,
Pharmaceutical Marketing Services, Inc. and Science Applications International.
Age 63. Address: 1200 Nineteenth Street, N.W., Washington, DC 20036.

ROGER A. ENRICO, DIRECTOR since 1994 (current term expires April, 1998). Member,
Committee on Nominations; Member, Compensation Committee. Vice Chairman, Pepsi
Co. Inc. since 1993. Chairman and CEO, Pepsi Co. Worldwide Food, from 1991 to
1993. President and CEO, Pepsi Co. Worldwide Beverage from 1986-1991. Mr. Enrico
is also a director of Dayton Hudson Corporation. Age 50. Address: 7701 Legacy
Drive, Plano, TX, 75024.

ALLAN D. GILMOUR, DIRECTOR since 1995 (current term expires April, 1999).
Retired since 1995. Vice Chairman, Ford Motor Company, from 1993 to 1995. Mr.
Gilmour originally joined Ford in 1960. Mr. Gilmour is also a director of
USWest, Inc. and Whirlpool Corporation. Age 60. Address: 751 Broad Street,
Newark, NJ 07102.

WILLIAM H. GRAY, III, DIRECTOR since 1991 (current term expires April, 1996).
Member, Finance Committee; Member, Committee on Nominations. President and Chief
Executive Officer, United Negro College Fund, Inc. since 1991. Mr. Gray served
in Congress from 1979 to 1991. Mr. Gray is also a director of Warner-Lambert
Co., Chase Manhattan Corp., Municipal Bond Investors Assurance Corp.,
Westinghouse Electric Corp., Union Pacific Corp., Lotus Development Corp., Scott
Paper Company and Rockwell International Corp. Age 53. Address: 500 East 62nd
Street, New York, NY 10021.

JON F. HANSON, DIRECTOR since 1991 (current term expires April, 1997). Member,
Finance Committee; Member, Committee on Dividends. Chairman, Hampshire
Management Co. since 1976. Mr. Hanson is also a director of New Jersey Bell,
Wickes Lumber Co. and United Water Resources. Age 58. Address: 235 Moore Street,
Suite 200, Hackensack, NJ 07601.

CONSTANCE J. HORNER, DIRECTOR since 1994 (current term expires April, 1998).
Member, Auditing Committee; Member, Committee on Nominations. Guest Scholar, The
Brookings Institution since 1993. Assistant to the President and Director of
Presidential Personnel, U.S. Government, 1991-1992. Deputy Secretary, Department
of Health & Human Services from 1989 to 1991. Ms. Horner is also a director of
Pfizer, Inc. and Ingersoll-Rand Company. Age 53. Address: 1775 Massachusetts
Ave., N.W. Washington, D.C. 20036-2188.

14
<PAGE>
DIRECTORS (CONTINUED)

ALLEN F. JACOBSON, DIRECTOR since 1992 (current term expires April, 1997).
Member, Auditing Committee; Member Compensation Committee. Retired since 1991.
Chairman of the Board and Chief Executive Officer, Minnesota Mining &
Manufacturing Co. from 1986 to 1991. Mr. Jacobson is also a director of Abbott
Laboratories, Alliant Techsystems, Inc., Deluxe Corp., Northern States Power
Co., Silicon Graphics, Inc., Valmont Industries, 3M, Mobil Corporation, U.S.
West, Inc., Sara Lee Corporation and Potlatch Corporation. Age 68: Address: 30
Seventh Street East, St. Paul, MN 55101-4901.

GARNETT L. KEITH, JR., DIRECTOR since 1984 (current term expires April, 1999).
Vice Chairman of Prudential since 1984. Mr. Keith is also a director of Super
Valu Stores, Inc., AEA Investors, Inc., and Pan-Holding, Societe Anonyme. Age
59. Address: 751 Broad Street, Newark, NJ 07102-3777.

BURTON G. MALKIEL, DIRECTOR since 1978 (current term expires April, 1998).
Chairman, Finance Committee; Member, Executive Committee; Member, Committee on
Nominations. Chemical Bank Chairman's Professor of Economics, Princeton
University, since 1988. Dr. Malkiel is also a director of The Jeffrey Co.,
Vanguard Group, Inc., Amdahl Corp., Baker Fentress & Co., and Southern New
England Telecommunications Co. Age 62. Address: 110 Fisher Hall, Prospect
Avenue, Princeton University, Princeton, NJ 08544-1021.

JOHN R. OPEL, DIRECTOR since 1984 (current term expires April, 1996). Chairman,
Committee on Dividends; Member, Compensation Committee; Member, Committee on
Dividends; Member Executive Committee; Member Finance Committee. Retired
Chairman, International Business Machines Corporation since 1986. Chairman of
the Executive Committee, IBM, from 1986 to 1993. Mr. Opel is also a director of
Pfizer, Inc. Age 70. Address: 590 Madison Avenue, New York, NY 10022.

ARTHUR F. RYAN, Chairman of the Board, President and Chief Executive Officer of
Prudential since 1994. President and Chief Operating Officer, Chase Manhattan
Corp. from 1990 to 1994, with Chase since 1972. Age 52. Address: 751 Broad
Street, Newark, NJ 07102-3777.

CHARLES R. SITTER, DIRECTOR since 1995 (current term expires April, 1999).
President, Exxon Corporation since 1993. Mr. Sitter began his career with Exxon
in 1957; he is currently a director of Exxon. Age 64. Address: 225 John W.
Carpenter Freeway, Irving, TX 75062.

DONALD L. STAHELI, DIRECTOR since 1995 (current term expires April, 1999).
Chairman and Chief Executive Officer, Continental Grain Company since 1994. Mr.
Staheli was Chairman of Continental Grain from 1988 to 1994. Age 63. Address:
277 Park Avenue, New York, NY 10172.

RICHARD M. THOMSON, DIRECTOR since 1976 (current term expires April, 1996).
Chairman, Compensation Committee; Member, Committee on Nominations, Member,
Executive Committee. Chairman of the Board and Chief Executive Officer, The
Toronto-Dominion Bank since 1978. Mr. Thomson is also a director of CGC, Inc.,
Eaton's of Canada, Ltd., INCO, Ltd., The Thomson Corp., S.C. Johnson & Son,
Ltd., TEC Leaseholds Limited. Age 61. Address: P.O. Box 1, Toronto-Dominion
Centre, Toronto, Ontario, M5K 1A2, Canada.

P. ROY VAGELOS, M.D., DIRECTOR since 1989 (current term expires April, 1997).
Chairman, Auditing Committee; Member, Committee on Dividends; Member, Executive
Committee. Chairman, Regeneron Pharmaceuticals since 1995. Chairman and Chief
Executive Officer, Merck & Co., Inc. from 1986 to 1994. Dr. Vagelos is also a
director of Pepsi Co., Inc. and McDonnell Douglas Corp. Age 65. Address: 126
East Lincoln Avenue, Rahway, NJ 07065.

STANLEY C. VAN NESS, DIRECTOR since 1990 (current term expires April, 1996).
Chairman, Committee on Business Ethics; Member, Auditing Committee; Member,
Executive Committee. Attorney, Picco Mack Herbert Kennedy Jaffe Perrella and
Yoskin (law firm) from 1990. Partner of Jamieson, Moore, Peskin & Spicer from
1984 to 1990. Mr. Van Ness is also a director of Jersey Central Power & Light
Company. Age 61. Address: One State Street Square, Suite 1000, Trenton, NJ
08607-1388.

PAUL A. VOLCKER, DIRECTOR since 1988 (current term expires April, 1996). Member,
Committee on Dividends; Member, Committee on Nominations. Chairman, James D.
Wolfensohn, Inc. since 1988; Chairman, J. Rothschild, Wolfensohn & Co. since
1992. Mr Volcker is also a director of Fuji-Wolfensohn International, Nestle,
S.A., Imperial Chemical Industries, PLC, Municipal Bond Investors Assurance
Corp., UAL Corp. and the Board of Governors, American Stock Exchange. Age 67.
Address: 599 Lexington Avenue, New York, NY 10022.

JOSEPH H. WILLIAMS, DIRECTOR since 1994 (current term expires April, 1998).
Member, Auditing Committee; Member, Committee on Dividends. Chairman of the
Board, The Williams Companies since 1994. Chairman & Chief Executive Officer,
The Williams Companies 1979-1993. Age 61. Address: P.O. Box 2400, Tulsa, OK
74102.

15
<PAGE>
EXECUTIVE OFFICERS OF PRUDENTIAL

ARTHUR F. RYAN, CHAIRMAN, CHIEF EXECUTIVE OFFICER, AND PRESIDENT since 1994;
1990-94 President and Chief Operating Officer, Chase Manhattan Corp. Age 52.

GARNETT L. KEITH, JR., VICE CHAIRMAN since 1984. Age 59.

WILLIAM P. LINK, EXECUTIVE VICE PRESIDENT since 1990; 1987-90: Senior Vice
President. Age 48.

EUGENE B. HEIMBERG, EXECUTIVE VICE PRESIDENT since 1994; 1987-94; Senior Vice
President. Age 61.

ROBERT P. HILL, EXECUTIVE VICE PRESIDENT since 1990. Age 54.

ERIC A. SIMONSON, EXECUTIVE VICE PRESIDENT since 1994; 1989-94 Senior Managing
Director. Age 49.

WILLIAM M. BETHKE, SENIOR VICE PRESIDENT since 1986. Age 47.

STEPHEN R. BRASWELL, SENIOR VICE PRESIDENT since 1983. Age 55.

JOHN D. BROOKMEYER, SENIOR VICE PRESIDENT since 1988. Age 52.

E. MICHAEL CAULFIELD, SENIOR VICE PRESIDENT since 1992; 1989-92 Managing
Director. Age 48.

ROBERT M. CHMELY, SENIOR VICE PRESIDENT since 1988. Age 60.

MARTHA CLARK GOSS, SENIOR VICE PRESIDENT since 1993; 1989-93; Vice President.
Age 45.

WILLIAM D. FRIEL, SENIOR VICE PRESIDENT since 1993; 1988-92: Vice President. Age
55.

JAMES R. GILLEN, SENIOR VICE PRESIDENT AND GENERAL COUNSEL since 1984. Age 57.

BRUCE J. GOODMAN, SENIOR VICE PRESIDENT since 1993; 1992-93 Senior Vice
President, Metropolitan Life; 1977-91 Vice President, Metropolitan Life. Age 53.

NICHOLAS M. GRAVES, SENIOR VICE PRESIDENT since 1988. Age 54.

SAMUEL H. HAVENS, SENIOR VICE PRESIDENT since 1989; 1985-89: Vice President. Age
51.

MILAN E. JOHNSON, SENIOR VICE PRESIDENT since 1992; 1987-92: Vice President. Age
57.

IRA J. KLEINMAN, SENIOR VICE PRESIDENT since 1992; 1978-92: Vice President. Age
47.

DONALD C. MANN, SENIOR VICE PRESIDENT since 1990; 1985-90: Vice President. Age
52.

JOHN P. MURRAY, SENIOR VICE PRESIDENT since 1984. Age 58.

EUGENE M. O'HARA, SENIOR VICE PRESIDENT AND COMPTROLLER since 1982. Age 57.

I. EDWARD PRICE, SENIOR VICE PRESIDENT SINCE 1993; 1990-93; Senior Vice
President and Company Actuary.
1986-90: Senior Vice President. Age 52.

DONALD G. SOUTHWELL, SENIOR VICE PRESIDENT since 1989. Age 43.

JOSEPH V. TARANTO, SENIOR VICE PRESIDENT since 1994; 1986-94 President,
Transatlantic Holdings. Age 46.

MARTIN PFINSGRAFF, VICE PRESIDENT AND TREASURER since 1991; 1989-91: Managing
Director, Corporate Finance. Age 40.

DOROTHY K. LIGHT, VICE PRESIDENT AND SECRETARY since 1987. Age 57.

16
<PAGE>
SALE OF THE CONTRACTS

Prudential offers the Contracts on a continuous basis through Corporate Office,
regional home office and group sales office employees in those states in which
the Contracts may be lawfully sold. It may also offer the Contracts through
licensed insurance brokers and agents, or through appropriately registered
direct or indirect subsidiary(ies) of Prudential, provided clearances to do so
are obtained in any jurisdiction where such clearances may be necessary.
Prudential is registered with the Commission under the Securities Exchange Act
of 1934 as a broker-dealer. During 1994, 1993, and 1992, Prudential received
$24,016 $17,485, and $18,198, respectively, as deferred sales charges from
VCA-10. $280,494, $82,543, and $59,050, respectively, were credited to other
broker-dealers for the same periods in connection with sales of the contracts.
During 1994, 1993, and 1992, Prudential received $16,777, $10,159, and $7,396,
respectively, from VCA-11 as deferred sales charges and credited $56,437,
$26,232, and $29,639, respectively, to other broker-dealers in connection with
sales of the contracts. During 1994, 1993, and 1992, Prudential received
$62,145, $46,085, and $31,972 from VCA-24 as deferred sales charges and credited
$1,053,343, $373,022, and $211,713 re-
spectively to other broker-dealers in connection with sales of the contracts.

EXPERTS

The financial statements for VCA-10, VCA-11 and VCA-24 included in this
Statement of Additional Information and the condensed financial information for
VCA-10 and VCA-11 in the Prospectus have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports appearing herein, and the
financial statements have been included in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing. Deloitte
& Touche's business address is Two Hilton Court, Parsippany, New Jersey
07054-0319.

Financial Statements for VCA-10, VCA-11, VCA-24 and Prudential, all as of
December 31, 1994, are included in this Statement of Additional Information,
beginning at page 18.

17
<PAGE>
VCA-10

REPORT OF MANAGEMENT

(FROM THE 1994 MEDLEY REPORT TO PARTICIPANTS)

The accompanying financial statements and all information in the annual report
are the responsibility of management of The Prudential Insurance Company of
America (The Prudential). These financial statements have been prepared in
accordance with generally accepted accounting principles, and necessarily
include amounts based on 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 system of internal controls for VCA-10 is an integral part of that for The
Prudential. This system is designed to provide reasonable assurance that assets
are safeguarded and that transactions are properly recorded and executed in
accordance with proper authorization. The concept of reasonable assurance is
based on the premise that the cost of internal controls should not exceed the
benefits derived. In addition, The Prudential maintains a professional staff of
internal auditors who monitor VCA-10'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 LLP, Certified
Public Accountants. The Independent Auditors' Report, which appears in this
annual report, expresses an independent professional opinion on the fairness of
presentation, in all material respects, of management's financial statements.
The auditors review VCA-10's financial and accounting controls and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatements.

The Prudential's Board of Directors, through its Auditing Committee, and the
VCA-10 Committee monitor management's fulfillment of its responsibilities for
accurate accounting, statement preparation and protection of assets. The
Auditing Committee is composed solely of outside directors and the VCA-10
Committee has a majority of outside members. Both The Prudential's Auditing
Committee and the outside members of the VCA-10 Committee meet with the
independent certified public accountants, management and internal auditors
periodically to evaluate each party's execution of their respective
responsibilities. Each has free and separate access to the Auditing and VCA-10
Committees to discuss accounting, financial reporting, internal control and
auditing matters.

Mark R. Fetting
Chairman
VCA-10 Committee

Eugene M. O'Hara
Chief Financial Officer
The Prudential Insurance Company of America

<PAGE>
VCA-10

INDEPENDENT AUDITORS' REPORT

TO THE COMMITTEE OF AND PERSONS PARTICIPATING IN THE PRUDENTIAL VARIABLE
CONTRACT ACCOUNT-10:

We have audited the accompanying statement of net assets of The Prudential
Variable Contract Account-10 of The Prudential Insurance Company of America as
of December 31, 1994, the related statement 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 condensed financial information for each of the five
years in the period then ended. These financial statements and condensed
financial information are the responsibility of the Account's management. Our
responsibility is to express an opinion on these financial statements and
condensed financial 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 condensed
financial information are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of securities
owned as of December 31, 1994, by correspondence with the custodians and
brokers. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such financial statements and condensed financial information
present fairly, in all material respects, the financial position of The
Prudential Variable Contract Account-10 as of December 31, 1994, the results of
its operations, the changes in its net assets and the condensed financial
information for the respective stated periods in conformity with generally
accepted accounting principles.

Deloitte & Touche LLP
Parsippany, New Jersey
February 16, 1995

<PAGE>
FINANCIAL STATEMENTS OF VCA-10

STATEMENT OF NET ASSETS DECEMBER 31, 1994
<TABLE>
<CAPTION>
COMMON STOCK
INVESTMENTS [NOTE 2] SHARES MARKET VALUE
- --------------------------------------------------------------------
<S> <C> <C>
AEROSPACE/DEFENSE (2.6%)
Gen Corp. 137,700 $ 1,635,187
General Motors Corp.(Class 'H' Stock) 67,000 2,336,625
Littelfuse, Inc.+ 48,000 1,404,000
Litton Industries, Inc.+ 42,000 1,554,000
------------
6,929,812
- ---------------------------------------------------
AUTOS & TRUCKS (2.8%)
Automotive Industries Holding, Inc.+ 120,000 2,430,000
Ford Motor Co. 70,000 1,951,250
General Motors Corp. 23,300 981,512
Modine Manufacturing Co. 70,000 2,012,500
------------
7,375,262
- ---------------------------------------------------
CHEMICALS (1.9%)
Imperial Chemical Industries (ADRs) 76,600 3,561,900
W. R. Grace & Co. 42,000 1,622,250
------------
5,184,150
- ---------------------------------------------------
COMMERCIAL SERVICES (0.7%)
Banner Aerospace, Inc.+ 272,500 1,226,250
UNC, Inc.+ 127,600 765,600
------------
1,991,850
- ---------------------------------------------------
COMPUTER SOFTWARE & SERVICES (1.9%)
General Motors Corp. (Class 'E' Stock) 70,000 2,686,250
National Data Corp. 97,900 2,520,925
------------
5,207,175
- ---------------------------------------------------
CONSUMER CYCLICAL INDICES (0.1%)
Florsheim Shoe Company+ 27,200 153,000
- ---------------------------------------------------
CONSUMER SERVICES (1.8%)
ADT Ltd.+ 126,500 1,359,875
Diebold, Inc. 87,250 3,588,156
------------
4,948,031
- ---------------------------------------------------
CONTAINERS & PACKAGING (1.8%)
Aptargroup, Inc. 18,000 517,500
Ball Corp. 72,000 2,268,000
Owens-Illinois, Inc. (New)+ 120,400 1,324,400
Seda Specialty Packaging+ 60,100 706,175
------------
4,816,075
- ---------------------------------------------------
COSMETICS & SOAPS (0.6%)
Bush Boake Allen, Inc.+ 63,000 1,701,000
- ---------------------------------------------------
DIVERSIFIED CONSUMER PRODUCTS (2.4%)
Eastman Kodak Co. 76,400 3,648,100
Whitman Corp. 163,400 2,818,650
------------
6,466,750
- ---------------------------------------------------

<CAPTION>
COMMON STOCK
INVESTMENTS [NOTE 2] SHARES MARKET VALUE
- --------------------------------------------------------------------
<S> <C> <C>
DRUGS & MEDICAL SUPPLIES (5.8%)
Gelman Sciences, Inc.+ 67,700 $ 1,007,037
Schering Plough Corp. 57,400 4,247,600
Sterile Concepts Holdings+ 126,800 2,028,800
Warner Lambert Co. 46,000 3,542,000
Zeneca Group PLC (ADRs) 113,166 4,653,952
------------
15,479,389
- ---------------------------------------------------
ELECTRICAL EQUIPMENT (1.8%)
Belden, Inc. 108,800 2,407,200
Cable Design Technologies+ 144,200 2,379,300
------------
4,786,500
- ---------------------------------------------------
ELECTRONICS (1.5%)
Marshall Industries+ 61,400 1,642,450
Methode Electronics, Inc. 145,000 2,465,000
------------
4,107,450
- ---------------------------------------------------
ENGINEERING & CONSTRUCTION (0.7%)
Giant Cement Holding, Inc.+ 150,000 1,781,250
- ---------------------------------------------------
EXPLORATION & PRODUCTION (4.0%)
Basin Exploration, Inc.+ 115,100 1,266,100
Cabot Oil & Gas Corp. 120,000 1,740,000
Enron Oil & Gas 21,000 393,750
Mesa Incorporated+ 179,200 873,600
Murphy Oil Corp. 48,000 2,040,000
Oryx Energy Co.+ 200,600 2,382,125
Parker & Parsley Petroleum Co. 38,600 791,300
Seagull Energy Corp.+ 59,200 1,132,200
------------
10,619,075
- ---------------------------------------------------
FINANCIAL SERVICES (4.6%)
American Express Co. 67,600 1,994,200
Dean Witter Discover & Co. 110,300 3,736,413
Financial Security Assurance Holdings
Ltd. 56,800 1,192,800
ITT Corp. 29,800 2,641,025
Safecard Services, Inc. 150,000 2,831,250
------------
12,395,688
- ---------------------------------------------------
FOODS (0.2%)
Universal Foods Corp. 22,800 627,000
- ---------------------------------------------------
FOOD/DRUG RETAIL (0.6%)
Rite Aid Corp. 70,000 1,636,250
- ---------------------------------------------------
FOREST PRODUCTS (1.8%)
Mead Corp. 97,000 4,716,625
- ---------------------------------------------------
</TABLE>

20
<PAGE>
FINANCIAL STATEMENTS OF VCA-10

STATEMENT OF NET ASSETS DECEMBER 31, 1994
<TABLE>
<CAPTION>
COMMON STOCK
INVESTMENTS [NOTE 2] SHARES MARKET VALUE
- --------------------------------------------------------------------
<S> <C> <C>
HOSPITAL MANAGEMENT (5.1%)
Community Health Systems+ 127,500 $ 3,474,375
Healthtrust, Inc.+ 155,900 4,949,825
National Medical Enterprises+ 365,000 5,155,625
------------
13,579,825
- ---------------------------------------------------
HOUSING RELATED (3.0%)
Leggett & Platt, Inc. 27,100 948,500
Mueller Industries, Inc.+ 90,700 2,709,663
Owens Corning Fiberglass Corp. (New)+ 60,000 1,912,500
Ply-Gem Industries, Inc. 125,200 2,394,450
------------
7,965,113
- ---------------------------------------------------
INSURANCE (7.5%)
Emphesys Financial Group 62,800 1,993,900
Equitable of Iowa Companies 85,000 2,401,250
Life Reinsurance 53,800 948,225
NAC Re Corp. 53,600 1,795,600
National Re Corp. 74,400 1,953,000
Provident Life & Accident Insurance
(Class 'B' Stock) 79,500 1,729,125
Reinsurance Group of America 31,500 775,688
TIG Holdings, Inc. 114,000 2,137,500
Trenwick Group, Inc. 50,000 2,118,750
Western National Corp. 185,000 2,381,875
W. R. Berkley Corp. 48,000 1,800,000
------------
20,034,913
- ---------------------------------------------------
INTEGRATED PRODUCERS (0.6%)
Societe Nat Elf Aquitane (ADRs)+ 44,490 1,568,273
- ---------------------------------------------------
LODGING/GAMING (1.1%)
Caesars World, Inc.+ 46,300 3,090,525
- ---------------------------------------------------
MACHINERY (6.0%)
Applied Power Co. (Class 'A' Stock) 112,500 2,854,687
Donaldson, Inc. 100,000 2,389,060
Idex Corp.+ 70,000 2,957,500
Indresco, Inc.+ 190,000 2,707,500
Kaydon Corp. 81,400 1,953,600
Parker Hannifan Corp. 16,000 728,000
Regal Beloit Corp. 186,400 2,539,700
------------
16,130,047
- ---------------------------------------------------
<CAPTION>
COMMON STOCK
INVESTMENTS [NOTE 2] SHARES MARKET VALUE
- --------------------------------------------------------------------
<S> <C> <C>
MEDIA (7.8%)
American Publishing Co. (Class 'A'
Stock) 136,400 $ 1,500,400
Comcast Corp. (Class 'A' Stock) 75,000 1,153,125
Comcast Corp. Special (Class 'A' Stock) 37,500 588,281
Harcourt General, Inc. 40,800 1,438,200
Lee Enterprises 80,000 2,760,000
Pulitzer Publishing Co. 24,800 995,100
Scripps (EW) Co. (Class 'A' Stock) 45,000 1,361,250
Tele-Communications, Inc. (New) (Class
'A' Stock)+ 170,000 3,697,500
Time Warner, Inc. 115,000 4,039,375
Times Mirror Co. Ser A 104,200 3,269,275
------------
20,802,506
- ---------------------------------------------------
MISCELLANEOUS-INDUSTRIAL (9.4%)
Ametek, Inc. 126,400 2,133,000
BW/IP, Inc. 43,700 748,362
Coltec Industries, Inc.+ 64,600 1,106,275
Danaher Corp. 35,400 1,849,650
Itel Corp. (New)+ 40,500 1,402,313
Jason, Inc.+ 167,900 1,511,100
Mark IV Industries, Inc. 113,300 2,237,675
Material Sciences Corp.+ 150,000 2,381,250
Pentair, Inc. 100,000 4,275,000
Rockwell International Corp. 39,800 1,422,850
Varlen Corp. 86,250 2,242,500
Welbilt Corp.+ 63,000 2,102,625
Wolverine Tube, Inc.+ 76,800 1,824,000
------------
25,236,600
- ---------------------------------------------------
MONEY CENTER BANKS (1.0%)
First Interstate Bancorp 40,000 2,705,000
- ---------------------------------------------------
OFFICE EQUIPMENT & SUPPLIES (0.9%)
Wallace Computer Services 85,100 2,467,900
- ---------------------------------------------------
RAILROADS (2.1%)
Chicago & Northwestern Transp.+ 50,000 975,000
Greenbrier Companies, Inc. 140,600 2,319,900
Illinois Central Corp. 73,600 2,263,200
------------
5,558,100
- ---------------------------------------------------
REGIONAL BANKS (5.3%)
Cullen Frost Bankers, Inc. 75,000 2,315,625
First Bank System, Inc. 111,900 3,715,427
Keycorp (New) 150,625 3,765,625
Norwest Corp. 190,900 4,462,287
------------
14,258,964
- ---------------------------------------------------
</TABLE>

21
<PAGE>
FINANCIAL STATEMENTS OF VCA-10

STATEMENT OF NET ASSETS DECEMBER 31, 1994
<TABLE>
<CAPTION>
COMMON STOCK
INVESTMENTS [NOTE 2] SHARES MARKET VALUE
- --------------------------------------------------------------------
<S> <C> <C>
RESTAURANTS (1.7%)
CKE Restaurants, Inc. 57,200 $ 393,250
Morrison Restaurants, Inc. 73,400 1,798,300
Sbarro, Inc. 90,000 2,340,000
------------
4,531,550
- ---------------------------------------------------
RETAIL (2.0%)
Ethan Allen Interiors, Inc.+ 50,000 1,212,500
Haverty Furniture, Inc. 99,000 1,163,250
K Mart Corp. 79,800 1,037,400
Sears Roebuck & Co. 40,000 1,840,000
------------
5,253,150
- ---------------------------------------------------
SPECIALTY CHEMICALS (2.8%)
Ferro Corp. 134,800 3,218,350
M.A. Hanna Co. 88,100 2,092,375
OM Group, Inc. 89,000 2,136,000
------------
7,446,725
- ---------------------------------------------------
TELECOMMUNICATION SERVICES (3.5%)
Airtouch Communication, Inc.+ 33,500 975,688
Century Telephone Enterprises, Inc. 80,000 2,360,000
MCI Communications Corp. 126,000 2,315,250
Rochester Telephone Corp. 170,600 3,603,925
------------
9,254,863
- ---------------------------------------------------
TEXTILES/APPAREL (0.5%)
Interco, Inc.+ 187,000 1,262,250
- ---------------------------------------------------
TRUCKING/SHIPPING (0.4%)
Ryder System, Inc. 50,000 1,100,000
- ---------------------------------------------------
TOTAL COMMON STOCKS (98.3%)
(Cost: $237,334,998) $263,168,636
- ---------------------------------------------------
<CAPTION>
PRINCIPAL
SHORT-TERM INVESTMENTS [NOTE 2] AMOUNT MARKET VALUE
<S> <C> <C>
- ---------------------------------------------------
REPURCHASE AGREEMENT
Sanwa BGK Securities Co., L.P., 5.75%
yield,
12/30/94 - 01/03/95, Amount Due -
$5,258,357 (collateralized by
$5,360,589 U.S. Treasury Notes,
5.50%, Due 04/30/96) $ 5,255,000 $ 5,256,679
- ---------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS (2.0%)
(Cost: $5,255,000) $ 5,256,679
- ---------------------------------------------------
TOTAL INVESTMENTS (100.3%)
(Cost: $242,589,998) $268,425,315
- ---------------------------------------------------
OTHER ASSETS, LESS LIABILITIES
Bank Overdraft $ (995,778)
Dividends and Interest Receivable 225,723
Receivables for Investments Sold 14,513
Payables for Investments Purchased (311,679)
Pending Transfers 263,127
- ---------------------------------------------------
TOTAL OTHER ASSETS, LESS LIABILITIES (-0.3%) $(804,094)
- ---------------------------------------------------
NET ASSETS (100%) $267,621,221
- ---------------------------------------------------
NET ASSETS REPRESENTING:
Equity of Participants
79,188,724 Accumulation Units at an Accumulation
Unit Value of $3.3604 (rounded) $266,103,064
Equity of The Prudential Insurance Company of America
1,518,157
- ---------------------------------------------------
$267,621,221
- --------------------------------------------------------------------
- --------------------------------------------------------------------
</TABLE>

The following abbreviations are used in portfolio descriptions:

ADR American Depository Receipts
PLC Public Limited Company

+Non income producing securities

SEE NOTES TO FINANCIAL STATEMENTS

22
<PAGE>
FINANCIAL STATEMENTS OF VCA-10

STATEMENT OF OPERATIONS

<TABLE>
<S> <C>
- -------------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31 1994
- -------------------------------------------------------------------------------------------------------------
INVESTMENT INCOME [NOTE 2]
Dividends $ 4,172,264
Interest 299,332
- ------------------------------------------------------------------------------------------------------------
4,471,596
EXPENSES [NOTE 3]
Fees Charged to Participants for Investment Management Services 652,237
Fees Charged to Participants for Administrative Expenses 1,956,713
- ------------------------------------------------------------------------------------------------------------
INVESTMENT INCOME-NET 1,862,646
- ------------------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS-NET
Realized Gain on Investments-Net 14,911,860
Unrealized Decrease in Value of Investments-Net (16,570,990)
- ------------------------------------------------------------------------------------------------------------
NET LOSS ON INVESTMENTS (1,659,130)
- ------------------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 203,516
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
</TABLE>

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31 1994 1993
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
OPERATIONS
Investment Income-Net $ 1,862,646 $ 3,577,058
Realized Gain on Investments-Net 14,911,860 19,357,439
Unrealized Increase/(Decrease) In Value of Investments-Net (16,570,990) 17,160,828
- -------------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS 203,516 40,095,325
- -------------------------------------------------------------------------------------------------------
CAPITAL TRANSACTIONS
Purchase Payments and Transfers in 56,061,218 52,887,873
Withdrawals and Transfers Out [Note 9] (36,915,465) (18,950,337)
Annual Account Charges Deducted from
Participants' Accounts [Note 4] (69,867) (49,223)
Deferred Sales Charge [Note 5] (24,016) (17,485)
- -------------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS
RESULTING FROM CAPITAL TRANSACTIONS 19,051,870 33,870,828
- -------------------------------------------------------------------------------------------------------
TOTAL INCREASE IN NET ASSETS 19,255,386 73,966,153
NET ASSETS
Beginning of Year 248,365,835 174,399,682
- -------------------------------------------------------------------------------------------------------
End of Year $ 267,621,221 $ 248,365,835
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

23
<PAGE>
NOTES TO FINANCIAL STATEMENTS OF VCA-10
YEARS ENDED DECEMBER 31, 1994 AND 1993
- --------------------------------------------------------------------------------

NOTE 1: GENERAL

The Prudential Variable Contract Account-10 (VCA-10 or the Account) was
established by The Prudential Insurance Company of America (The
Prudential) under the laws of the State of New Jersey and is registered
as an open-end, diversified management investment company under the
Investment Company Act of 1940, as amended. VCA-10 has been designed
for use by employers (Contract-holders) in making retirement
arrangements on behalf of their employees (Participants). Its
investments are composed primarily of common stocks. All contractual
and other obligations arising under contracts participating in VCA-10
are general corporate obligations of The Prudential, although
Participants' payments from the Account will depend upon the investment
experience of the Account.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. INVESTMENTS

EQUITY SECURITIES

The value of securities (except options and fixed income securities
including convertible bonds) held in VCA-10 will be determined once
daily as of 5:00 P.M., New York time ("Valuation Time") using composite
pricing which reflects prices as of the close of business on all major
exchanges, on each day on which the New York Stock Exchange ("NYSE") is
open for trading and, as provided below, on any other day in which
there is sufficient trading in VCA-10's portfolio securities to result
in a material change in the value of the Account. A security that is
traded on a national securities exchange will be valued at the last
sale price for such security on any major exchange on which such
security is traded as of Valuation Time, or, in the absence of recorded
sales on such exchange on the valuation date, at the average of readily
available bid and asked prices on such exchange at the Valuation Time.
Any security not traded on a national securities exchange but traded in
the over-the-counter market for which quotations are furnished through
the nationwide automated quotation system approved by the National
Association of Securities Dealers, Inc. ("NASDAQ") will be valued based
on the last sale price as of the Valuation Time on each day on which
the NYSE is open for trading, or, in the absence of recorded sales on
such day, at the average of readily available bid and asked prices, as
established by NASDAQ at the Valuation Time. Unlisted securities not
quoted on NASDAQ are valued at the average of the quoted bid and asked
prices in the over-the-counter market at the Valuation Time. Portfolio
securities for which market quotations are not readily available will
be valued at fair value as determined in good faith under the direction
of the Account's Committee.

FIXED INCOME SECURITIES

SHORT-TERM INVESTMENTS

Short-term investments having maturities of sixty days or less are
valued at amortized cost, which approximates market value. Amortized
cost is computed using the cost on the date of purchase, adjusted for
constant accrual of discount or amortization of premium to maturity.

REPURCHASE AGREEMENTS

Repurchase agreements may be considered loans of money to the seller of
the underlying security. VCA-10 will not enter into repurchase
agreements unless the agreement is fully collateralized, i.e., the
value of the underlying collateral securities is, and during the entire
term of the agreement remains, at least equal to the amount of the
'loan' including accrued interest. VCA-10 will take possession of the
collateral and will value it daily to assure that this condition is
met. In the event that a seller defaults on a repurchase agreement,
VCA-10 may incur a loss in the market value of the collateral as well
as disposition costs; and, if a party with whom VCA-10 had entered into
a repurchase agreement becomes insolvent, VCA-10's ability to realize
on the collateral may be limited or delayed and a loss may be incurred
if the collateral securing the repurchase agreement declines in value
during the insolvency proceedings.

24
<PAGE>
NOTES TO FINANCIAL STATEMENTS OF VCA-10
YEARS ENDED DECEMBER 31, 1994 AND 1993
- --------------------------------------------------------------------------------

OPTIONS

Options on stocks and stocks indices traded on national securities
exchanges are valued as of the close of options trading on such
exchanges (which is currently 4:10 P.M., New York time) on the
valuation date. Stock index futures and options thereon which are
traded on commodities exchanges are valued as of the close of such
commodity exchanges (which is currently 4:15 P.M., New York time) on
the valuation date. The value of the option or future is based upon the
last sale price on the exchange on which the contract is traded or as
provided by NASDAQ or at the mean between the last bid and asked price
if such bid and asked price are of a more recent day than the last
trade price.

B. INCOME RECOGNITION

Income and realized and unrealized gains and losses on investments are
allocated to the Participants and The Prudential on a daily basis in
proportion to their respective equities in VCA-10. Realized gains and
losses from equity transactions are determined and accounted for on the
basis of average cost. Realized gains and losses from convertible bond
transactions are determined and accounted for on the basis of
identified cost. Dividend income is recorded on the ex-dividend date at
declared value. Interest income is accrued daily. Equity, long-term
bond and option transactions are recorded on the first business day
following the trade date, except that transactions on the last business
day of the year are recorded on that date. Short-term security
transactions are recorded on trade date.

C. TAXES

The operations of VCA-10 are part of, and are taxed with, the
operations of The Prudential. Under the current provisions of the
Internal Revenue Code, The Prudential does not expect to incur federal
income taxes on earnings of VCA-10 to the extent the earnings are
credited under the Contracts. As a result, the Unit Value of VCA-10 has
not been reduced by federal income taxes.

NOTE 3: EXPENSES

A daily charge, at an effective annual rate of 1.00% of the current
value of the Participant's equity in VCA-10, is paid to The Prudential.
Three quarters of this charge (0.75%) is for administrative expenses
not covered by the annual account charge, and one quarter (0.25%) is
for investment management services.

NOTE 4: ANNUAL ACCOUNT CHARGE

An annual account charge is deducted from the account of each
Participant at the time of withdrawal of the value of all of the
Participant's accounts or at the end of the accounting year by
cancelling Units. The charge will first be made against a Participant's
account under a fixed dollar annuity companion contract or fixed rate
option of the non-qualified combination contract. If the Participant
has no account under a companion contract or the fixed rate option, or
if the amount under the companion contract or the fixed rate option is
too small to pay the charge, the charge will be made against the
Participant's account in VCA-11. If the Participant has no VCA-11
account, or if the amount under that account is too small to pay the
charge, the charge will then be made against the Participant's VCA-10
account. If the Participant has no VCA-10 account, or if it is too
small to pay the charge, the charge will then be made against any one
or more of the Participant's accounts in VCA-24. The annual account
charge will not be greater than $20 and is paid to The Prudential.

NOTE 5: DEFERRED SALES CHARGE

A deferred sales charge is imposed upon that portion of certain
withdrawals which represents a return of contributions. The charge is
designed to compensate The Prudential for sales and other marketing
expenses. The maximum deferred sales charge is 7% on contributions
withdrawn from an account during the first two years of participation,
6% on contributions withdrawn during the third through fifth years, 4%
on contributions withdrawn during the sixth through tenth years, and 3%
on contributions withdrawn during the eleventh through fifteenth years.
No deferred sales charge is imposed upon contributions withdrawn for
any reason after fifteen years of participation in the Program. In
addition, no deferred sales charge is imposed upon contributions
withdrawn: (a) to purchase an annuity under a Prudential Group Annuity
contract; (b) to provide a death benefit; (c) due to resignation or
retirement by the Participant or termination of the Participant by the
Contract-holder (for all plans other than IRAs); (d) pursuant to a
systematic withdrawal plan; (e) in cases of financial hardship or
disability retirement as determined pursuant to the provisions of the
employer's retirement arrangement; or (f) as loans. Contributions
transferred among VCA-10, VCA-11, the Subaccounts of VCA-24, the
Companion Contract, and the fixed rate option of the non-qualified
combination contract are

25
<PAGE>
NOTES TO FINANCIAL STATEMENTS OF VCA-10
YEARS ENDED DECEMBER 31, 1994 AND 1993
- --------------------------------------------------------------------------------
considered to be withdrawals from the Account or Subaccount from which
the transfer is made, but no deferred sales charge is imposed upon
them.

NOTE 6: PURCHASES AND SALES OF PORTFOLIO SECURITIES

For the year ended December 31, 1994, excluding short-term investments
and U.S. government securities, the aggregate cost of purchases and the
proceeds from sales of securities were $102,747,049 and $79,438,807,
respectively.

NOTE 7: UNIT TRANSACTIONS

The number of Units issued and redeemed for the years ended December
31, 1994 and 1993 is as follows:

<TABLE>
<S> <C> <C>
1994 1993
--------------------------------------------
Units issued 16,685,518 17,125,184
--------------------------------------------
Units redeemed 11,065,712 6,147,802
--------------------------------------------
</TABLE>

NOTE 8: RELATED PARTY TRANSACTIONS

For the year ended December 31, 1994, Prudential Securities
Incorporated, an indirect, wholly-owned subsidiary of The Prudential,
earned $0 in brokerage commissions from portfolio transactions executed
on behalf of VCA-10.

NOTE 9: PARTICIPANT LOANS

Loans are considered to be withdrawals from the Account from which the
loan amount was deducted, however no deferred sales charge is imposed
upon them. The principal portion of any loan repayment, however, will
be treated as a contribution to the receiving Account for purposes of
calculating any deferred sales charge imposed upon any subsequent
withdrawal. If the Participant defaults on the loan, for example by
failing to make required payments, the outstanding balance of the loan
will be treated as a withdrawal for purposes of the deferred sales
charge. The deferred sales charge will be withdrawn from the same
Accumulation Accounts, and in the same proportions, as the loan amount
was withdrawn. If sufficient funds do not remain in those Accumulation
Accounts, the deferred sales charge will be withdrawn from the
Participant's other Accumulation Accounts as well.

Withdrawals, transfers and loans from VCA-10 are considered to be
withdrawals of contributions until all of the Participant's
contributions to the Account have been withdrawn, transferred or
borrowed. No deferred sales charge is imposed upon withdrawals of any
amount in excess of contributions.

For the year ended December 31, 1994, $938,733 in participant loans has
been withdrawn from VCA-10 and $90,587 of principal has been repaid to
VCA-10. For the year ended December 31, 1993, $59,285 in participant
loans had been withdrawn from VCA-10 and $0 of principal had been
repaid to VCA-10. Loan repayments are invested in Participant's
account(s) as chosen by the Participant, which may not necessarily be
VCA-10. The initial loan proceeds may not necessarily have originated
solely from VCA-10.

26
<PAGE>
VCA-11

REPORT OF MANAGEMENT

(FROM THE 1994 MEDLEY REPORT TO PARTICIPANTS)

The accompanying financial statements and all information in the annual report
are the responsibility of management of The Prudential Insurance Company of
America (The Prudential). These financial statements have been prepared in
accordance with generally accepted accounting principles, and necessarily
include amounts based on best estimates and judgements. 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 system of internal controls for VCA-11 is an integral part of that for The
Prudential. This system is designed to provide reasonable assurance that assets
are safeguarded and that transactions are properly recorded and executed in
accordance with proper authorization. The concept of reasonable assurance is
based on the premise that the cost of internal controls should not exceed the
benefits derived. In addition, The Prudential maintains a professional staff of
internal auditors who monitor VCA-11'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 LLP, Certified
Public Accountants. The Independent Auditors' Report, which appears in this
annual report, expresses an independent professional opinion on the fairness of
presentation, in all material respects, of management's financial statements.
The auditors review VCA-11's financial and accounting controls and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement.

The Prudential's Board of Directors, through its Auditing Committee, and the
VCA-11 Committee monitor management's fulfillment of its responsibilities for
accurate accounting, statement preparation and protection of assets. The
Auditing Committee is composed solely of outside directors and the VCA-11
Committee has a majority of outside members. Both The Prudential's Auditing
Committee and the outside members of the VCA-11 Committee meet with the
independent certified public accountants, management and internal auditors
periodically to evaluate each party's execution of their respective
responsibilities. Each has free and separate access to the Auditing and VCA-11
Committees to discuss accounting, financial reporting, internal control and
auditing matters.

Mark R. Fetting
Chairman
VCA-11 Committee

Eugene M. O'Hara
Chief Financial Officer
The Prudential Insurance Company of America

<PAGE>
VCA-11

INDEPENDENT AUDITORS' REPORT

TO THE COMMITTEE OF AND PERSONS PARTICIPATING IN THE PRUDENTIAL VARIABLE
CONTRACT ACCOUNT-11:

We have audited the accompanying statement of net assets of The Prudential
Variable Contract Account-11 of The Prudential Insurance Company of America as
of December 31, 1994, the related statement 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 condensed financial information for each of the five
years in the period then ended. These financial statements and condensed
financial information are the responsibility of the Account's management. Our
responsibility is to express an opinion on these financial statements and
condensed financial 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 condensed
financial information are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of securities
owned as of December 31, 1994, by correspondence with the custodian. 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 condensed financial information
present fairly, in all material respects, the financial position of The
Prudential Variable Contract Account-11 as of December 31, 1994, the results of
its operations, the changes in its net assets and the condensed financial
information for the respective stated periods in conformity with generally
accepted accounting principles.

Deloitte & Touche LLP
Parsippany, New Jersey
February 16, 1995

<PAGE>
FINANCIAL STATEMENTS OF VCA-11

STATEMENT OF NET ASSETS DECEMBER 31, 1994
<TABLE>
<CAPTION>
SHORT-TERM PRINCIPAL
INVESTMENTS [NOTE 2] AMOUNT VALUE
- --------------------------------------------------------------------
<S> <C> <C>
COMMERCIAL PAPER-U.S. (45.4%)
American Home Products Corp., 5.968%
Notes, Due 01/31/95 $ 3,569,000 $ 3,551,452
Aristar, Inc., 6.402% Notes, Due
03/20/95 1,000,000 986,350
Asset Securitization Coop. Corp., 5.588%
Notes, Due 01/17/95 1,000,000 997,556
Asset Securitization Coop. Corp., 5.609%
Notes, Due 01/23/95 1,000,000 996,627
Asset Securitization Coop. Corp., 5.587%
Notes, Due 01/23/95 1,000,000 996,639
Bankers Trust (NY) Corp., 5.526% Notes,
Due 01/24/95 1,000,000 996,524
CIT Group Holdings, Inc., 6.370% Notes,
Due 03/13/95 2,000,000 1,975,268
Chrysler Financial Corp., 5.809% Notes,
Due 01/18/95 1,000,000 997,285
Coca Cola Enterprises, Inc., 6.078%
Notes, Due 02/01/95 1,000,000 994,820
Colonial Pipeline Company, 5.572% Notes,
Due 01/12/95 400,000 399,328
Duracell, Inc., 6.310% Notes, Due
01/30/95 1,000,000 994,965
Falcon Asset Securitization Corp.,
6.129% Notes, Due 01/17/95 550,000 548,509
Ford Motor Credit Co., 6.069% Notes, Due
01/17/95 1,000,000 997,311
Ford Motor Credit Co., 5.841% Notes, Due
02/01/95 1,000,000 995,023
General Electric Capital Corp., 5.553%
Notes, Due 01/03/95 1,000,000 999,694
General Electric Capital Corp., 5.851%
Notes, Due 02/02/95 1,000,000 994,862
General Electric Capital Corp., 6.571%
Notes, Due 04/13/95 1,000,000 981,782
General Motors Acceptance Corp., 5.799%
Notes, Due 01/17/95 3,000,000 2,992,347

<CAPTION>
SHORT-TERM PRINCIPAL
INVESTMENTS [NOTE 2] AMOUNT VALUE
- --------------------------------------------------------------------
<S> <C> <C>
Greyhound Financial Corp., 6.267% Notes,
Due 01/17/95 $ 1,900,000 $ 1,894,748
Greyhound Financial Corp., 6.210% Notes,
Due 01/26/95 1,000,000 995,715
Heller Financial, Inc., 6.401% Notes,
Due 03/14/95 1,000,000 987,400
International Lease Finance Corp.,
6.143% Notes, Due 02/21/95 750,000 743,572
Merrill Lynch & Company, Inc., 5.807%
Notes, Due 01/17/95 1,000,000 997,444
PHH Corp, 6.021% Notes, Due 01/11/95 700,000 698,833
Sears Roebuck Acceptance Corp., 6.120%
Notes, Due 02/07/95 1,000,000 993,782
Smith Barney, Inc., 5.845% Notes, Due
01/26/95 1,000,000 995,986
WMX Technologies, Inc., 5.361% Notes,
Due 02/07/95 1,000,000 994,630
Whirlpool Corp., 5.627% Notes, Due
01/09/95 1,000,000 998,607
Whirlpool Financial Corp., 5.568% Notes,
Due 01/12/95 1,000,000 998,319
Whirlpool Financial Corp., 5.703% Notes,
Due 02/06/95 1,000,000 994,400
------------ ------------
34,869,000 34,689,778
- ---------------------------------------------------
OTHER CORPORATE DEBT-U.S. (16.4%)
(MASTER NOTES, MEDIUM TERM NOTES, ASSET BACKED SECURITIES, CORPORATE
BONDS)
Beneficial Corp., 4.557% Medium Term
Note, Due 07/19/95# 1,000,000 999,625
General Motors Acceptance Corp., 5.818%
Medium Term Note, Due 05/08/95 500,000 501,873
Goldman Sachs Group, L.P., 5.375% Medium
Term Note, Due 01/11/96# 3,000,000 3,000,000
Lehman Brothers Holdings, Inc., 5.028%
Master Note, Due 05/23/95# 2,000,000 2,000,000
</TABLE>

29
<PAGE>
FINANCIAL STATEMENTS OF VCA-11

STATEMENT OF NET ASSETS DECEMBER 31, 1994
<TABLE>
<CAPTION>
SHORT-TERM PRINCIPAL
INVESTMENTS [NOTE 2] AMOUNT VALUE
- --------------------------------------------------------------------
<S> <C> <C>
Merrill Lynch & Company, Inc., 4.842%
Medium Term Note, Due 09/22/95# $ 1,000,000 $ 999,858
Merrill Lynch & Company, Inc., 4.905%
Medium Term Note, Due 10/02/95# 1,500,000 1,499,779
Money Market Auto Loan Trust, 3.321%
Asset Backed Security, Due 11/30/95# 1,000,000 1,000,000
Money Market Card, 3.720% Asset Backed
Security, Due 06/12/95# 545,455 545,455
Morgan Stanley Group, Inc., 3.592%
Corporate Bond, Due 12/15/95# 1,000,000 1,000,000
Morgan Stanley Group, Inc., 3.530%
Corporate Bond, Due 12/15/95# 1,000,000 1,000,000
------------ ------------
12,545,455 12,546,590
- ---------------------------------------------------
CERTIFICATES OF DEPOSIT-U.S. (13.1%)
Bank of Montreal, 5.800% Certificate of
Deposit, Due 01/30/95 3,000,000 3,000,000
Bank of Toyko, 6.460% Certificate of
Deposit, Due 03/30/95 1,000,000 1,000,000
Fuji Bank Ltd., 5.906% Certificate of
Deposit, Due 01/20/95 1,000,000 1,000,000
Fuji Bank Ltd., 6.360% Certificate of
Deposit, Due 03/21/95 2,000,000 2,000,000
Sanwa Bank, Ltd., 6.040% Certificate of
Deposit, Due 02/02/95 1,000,000 1,000,000
Sumitomo Bank, Ltd., 5.960% Certificate
of Deposit, Due 01/30/95 1,000,000 1,000,000
Sumitomo Bank, Ltd., 6.060% Certificate
of Deposit, Due 02/01/95 1,000,000 1,000,000
------------ ------------
10,000,000 10,000,000
- ---------------------------------------------------
OTHER BANK RELATED INSTRUMENTS-U.S. (5.9%)
(BANK NOTES)
American Express Centurion Bank, 4.823%
Bank Note, Due 08/18/95# 1,000,000 999,937
PNC Bank, N.A., 5.600% Bank Note, Due
01/06/95 1,000,000 999,987
<CAPTION>
SHORT-TERM PRINCIPAL
INVESTMENTS [NOTE 2] AMOUNT VALUE
- --------------------------------------------------------------------
<S> <C> <C>
Republic National Bank of New York,
4.550% Bank Note, Due 03/08/95 $ 500,000 $ 499,774
Republic National Bank of New York,
4.649% Bank Note, Due 03/08/95 1,000,000 999,355
Society National Bank Cleveland, 3.716%
Bank Note, Due 01/20/95 1,000,000 999,911
------------ ------------
4,500,000 4,498,964
- ---------------------------------------------------
COMMERCIAL PAPER-FOREIGN (11.1%)
American Honda Finance Corp., 6.202%
Notes, Due 01/30/95 2,000,000 1,990,092
Hanson Finance (UK) PLC, 6.356% Notes,
Due 03/03/95 1,000,000 989,393
MCA Funding Corp., 5.211% Notes, Due
01/09/95 1,000,000 998,867
National Australia Funding, Delaware,
5.704% Notes, Due 02/01/95 1,500,000 1,492,767
Orix America, Inc., 5.908% Notes, Due
01/27/95 1,000,000 995,775
Seiko Corp. of America, 6.132% Notes,
Due 01/20/95 1,000,000 996,781
Sumitomo Corp. of America, 5.254% Notes,
Due 01/09/95 1,000,000 998,861
------------ ------------
8,500,000 8,462,536
- ---------------------------------------------------
OTHER CORPORATE DEBT-FOREIGN (1.3%)
(MEDIUM TERM NOTES)
Toyota Motor Credit Corp., 6.286% Medium
Term Note, Due 01/23/95 1,000,000 999,615
- ---------------------------------------------------
CERTIFICATES OF DEPOSIT-FOREIGN (1.3%)
(EURO CERTIFICATES OF DEPOSIT)
Bayerische Vereinsbank Bank, 5.810% Euro
Certificate of Deposit, Due 01/23/95 1,000,000 1,000,012
- ---------------------------------------------------
TIME DEPOSITS-FOREIGN (3.3%) (EURO TIME DEPOSITS)
Chemical Bank (NY), 6.250% Euro Time
Deposit, Due 01/03/95 2,580,000 2,580,000
- ---------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS (97.8%)
(Cost: $74,777,495) $ 74,777,495
- ---------------------------------------------------
OTHER ASSETS, LESS LIABILITIES
Bank Overdraft $ (6,348)
Interest Receivable 270,154
</TABLE>

30
<PAGE>
FINANCIAL STATEMENTS OF VCA-11

STATEMENT OF NET ASSETS DECEMBER 31, 1994
<TABLE>
<CAPTION>
SHORT-TERM PRINCIPAL
INVESTMENTS [NOTE 2] AMOUNT VALUE
- --------------------------------------------------------------------
<S> <C> <C>
Pending Transfers $ 1,421,994
- ---------------------------------------------------
TOTAL OTHER ASSETS, LESS LIABILITIES (2.2%) 1,685,800
- ---------------------------------------------------
NET ASSETS (100.0%) $76,463,295
- ---------------------------------------------------
<CAPTION>
SHORT-TERM PRINCIPAL
INVESTMENTS [NOTE 2] AMOUNT VALUE
- --------------------------------------------------------------------
<S> <C> <C>

NET ASSETS, REPRESENTING:
Equity of Participants
35,448,241 Units at a Unit Value of $2.1056
(rounded) $ 74,641,129
Equity of The Prudential Insurance Company of America
1,822,166
- --------------------------------------------------------------------
$ 76,463,295
- --------------------------------------------------------------------
- --------------------------------------------------------------------

<FN>

#Indicates a variable rate security.
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

31
<PAGE>
FINANCIAL STATEMENTS OF VCA-11

STATEMENT OF OPERATIONS

<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31 1994
- ------------------------------------------------------------------------------------------------------------
INVESTMENT INCOME [NOTE 2]
Interest $ 3,050,102
- ------------------------------------------------------------------------------------------------------------
EXPENSES [NOTE 3]
Fees Charged to Participants for Investment Management Services 164,873
Fees Charged to Participants for Administrative Expenses 494,619
- ------------------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 2,390,610
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
</TABLE>

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31 1994 1993
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $ 2,390,610 $ 1,524,570
- -------------------------------------------------------------------------------------------------------
CAPITAL TRANSACTIONS
Purchase Payments and Transfers In 52,961,340 32,795,134
Withdrawals and Transfers Out [Note 7] (40,440,037) (28,972,376)
Annual Account Charges Deducted from Participants'
Accounts
[Note 4] (34,832) (35,335)
Deferred Sales Charge [Note 5] (16,777) (10,159)
- -------------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS
RESULTING FROM CAPITAL TRANSACTIONS 12,469,694 3,777,264
- -------------------------------------------------------------------------------------------------------
NET DECREASE IN NET ASSETS
RESULTING FROM SURPLUS TRANSFERS [NOTE 8] 0 (3,000,000)
- -------------------------------------------------------------------------------------------------------
TOTAL INCREASE IN NET ASSETS 14,860,304 2,301,834
NET ASSETS
Beginning of Year 61,602,991 59,301,157
- -------------------------------------------------------------------------------------------------------
End of Year $ 76,463,295 $ 61,602,991
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

32
<PAGE>
NOTES TO FINANCIAL STATEMENTS OF VCA-11
YEARS ENDED DECEMBER 31, 1994 AND 1993
- --------------------------------------------------------------------------------

NOTE 1: GENERAL

The Prudential Variable Contract Account-11 (VCA-11 or the Account) was
established by The Prudential Insurance Company of America (The
Prudential) under the laws of the State of New Jersey and is registered
as an open-end, diversified management investment company under the
Investment Company Act of 1940, as amended. VCA-11 has been designed
for use by employers (Contract-holders) in making retirement
arrangements on behalf of their employees (Participants). Its
investments are primarily composed of short-term securities. All
contractual and other obligations arising under contracts participating
in VCA-11 are general corporate obligations of The Prudential, although
Participants' payments from the Account will depend upon the investment
experience of the Account.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. SHORT-TERM INVESTMENTS

Pursuant to an exemptive order from the Securities and Exchange
Commission, securities having a remaining maturity of 397 days or less
are valued at amortized cost which approximates market value. Amortized
cost is computed using the cost on the date of purchase adjusted for
constant accrual of discount or amortization of premium to maturity.
The rate displayed is the effective yield from the date of purchase to
the date of maturity.

B. INCOME RECOGNITION

Income on investments is allocated to the Participants and The
Prudential on a daily basis in proportion to their respective equities
in VCA-11. Interest income is accrued daily. Security transactions are
recorded on trade date.

C. TAXES

The operations of VCA-11 are part of, and are taxed with, the
operations of The Prudential. Under the current provisions of the
Internal Revenue Code, The Prudential does not expect to incur federal
income taxes on earnings of VCA-11 to the extent the earnings are
credited under the contracts. As a result, the Unit Value of VCA-11 has
not been reduced by federal income taxes.

NOTE 3: EXPENSES

A daily charge, at an effective annual rate of 1.00% of the current
value of the Participant's equity in VCA-11, is paid to The Prudential.
Three quarters of this charge (0.75%) is for administrative expenses
not covered by the annual account charge, and one quarter (0.25%) is
for investment management services.

NOTE 4: ANNUAL ACCOUNT CHARGE

NOTE 5: DEFERRED SALES CHARGE

33
<PAGE>
NOTES TO FINANCIAL STATEMENTS OF VCA-11
YEARS ENDED DECEMBER 31, 1994 AND 1993
- --------------------------------------------------------------------------------
contributions withdrawn: (a) to purchase an annuity under a Prudential
Group Annuity contract; (b) to provide a death benefit; (c) due to
resignation or retirement by the Participant or termination of the
Participant by the Contract-holder (for all plans other than IRAs); (d)
pursuant to a systematic withdrawal plan; (e) in cases of financial
hardship or disability retirement as determined pursuant to the
provisions of the employer's retirement arrangement; or (f) as loans.
Contributions transferred among VCA-10, VCA-11, the Subaccounts of
VCA-24, the companion contract, and the fixed rate option of the
non-qualified combination contract are considered to be withdrawals
from the Account or Subaccount from which the transfer is made, but no
deferred sales charge is imposed upon them.

NOTE 6: UNIT TRANSACTIONS

The number of Units issued and redeemed for the years ended December
31, 1994 and 1993 is as follows:

<TABLE>
<S> <C> <C>
1994 1993
--------------------------------------------
Units issued 25,656,212 16,302,144
--------------------------------------------
Units redeemed 19,628,580 14,399,755
--------------------------------------------
</TABLE>

NOTE 7: PARTICIPANT LOANS

Loans are considered to be withdrawals from the Account from which the
loan amount was deducted, however, no deferred sales charge is imposed
upon them. The principal portion of any loan repayment, however, will
be treated as a contribution to the receiving Account for purposes of
calculating any deferred sales charge imposed upon any subsequent
withdrawal. If the Participant defaults on the loan, for example by
failing to make required payments, the outstanding balance of the loan
will be treated as a withdrawal for purposes of the deferred sales
charge. The deferred sales charge will be withdrawn from the same
Accumulation Accounts, and in the same proportions, as the loan amount
was withdrawn. If sufficient funds do not remain in those Accumulation
Accounts, the deferred sales charge will be withdrawn from the
Participant's other Accumulation Accounts as well.

Withdrawals, transfers and loans from VCA-11 are considered to be
withdrawals of contributions until all of the Participant's
contributions to the Account have been withdrawn, transferred or
borrowed. No deferred sales charge is imposed upon withdrawals of any
amount in excess of contributions.

For the year ended December 31, 1994, $379,019 in participant loans has
been withdrawn from VCA-11 and $27,165 of principal has been repaid to
VCA-11. For the year ended December 31, 1993, $24,363 in participant
loans had been withdrawn from VCA-11 and $0 of principal had been
repaid to VCA-11. Loan repayments are invested in Participant's
account(s) as chosen by the Participant, which may not necessarily be
VCA-11. The initial loan proceeds may not necessarily have originated
solely from VCA-11.

NOTE 8: NET DECREASE IN NET ASSETS RESULTING FROM SURPLUS TRANSFERS

The decrease in net assets resulting from surplus transfers represents
the net withdrawals from the Equity of The Prudential from VCA-11.

34
<PAGE>
VCA-24

REPORT OF MANAGEMENT

(FROM THE 1994 MEDLEY REPORT TO PARTICIPANTS)

The system of internal controls for VCA-24 is an integral part of that for The
Prudential. This system is designed to provide reasonable assurance that assets
are safeguarded and that transactions are properly recorded and executed in
accordance with proper authorization. The concept of reasonable assurance is
based on the premise that the cost of internal controls should not exceed the
benefits derived. In addition, The Prudential maintains a professional staff of
internal auditors who monitor VCA-24'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 LLP, Certified
Public Accountants. The Independent Auditors' Report, which appears in this
annual report, expresses an independent professional opinion on the fairness of
presentation, in all material respects, of management's financial statements.
The auditors review VCA-24's financial and accounting controls and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement.

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

Mark R. Fetting
President
Prudential Defined Contribution Services

Eugene M. O'Hara
Chief Financial Officer
The Prudential Insurance Company of America

<PAGE>
VCA-24

INDEPENDENT AUDITORS' REPORT

TO THE CONTRACT-HOLDERS OF THE PRUDENTIAL VARIABLE CONTRACT ACCOUNT-24 AND THE
BOARD OF DIRECTORS OF THE PRUDENTIAL INSURANCE COMPANY OF AMERICA:

We have audited the accompanying statements of net assets of The Prudential
Variable Contract Account-24 of The Prudential Insurance Company of America
(comprising, respectively, the Common Stock, Bond, Aggressively Managed
Flexible, Conservatively Managed Flexible, Stock Index, Global Equity, and
Government Securities Subaccounts) as of December 31, 1994, the related
statements 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 Account's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1994. 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 each of the respective Subaccounts
constituting The Prudential Variable Contract Account-24 as of December 31,
1994, the results of their operations and the changes in their net assets for
the respective stated periods in conformity with generally accepted accounting
principles.

Deloitte & Touche LLP
Parsippany, New Jersey
February 16, 1995

<PAGE>
FINANCIAL STATEMENTS OF VCA-24
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENTS OF NET ASSETS
December 31, 1994

<CAPTION>
SUBACCOUNTS
-------------------------------------------------------------------------------------------------
AGGRESSIVELY CONSERVATIVELY
MANAGED MANAGED GLOBAL GOVERNMENT
COMMON STOCK BOND FLEXIBLE FLEXIBLE STOCK INDEX EQUITY SECURITIES
------------- ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Investment in Shares of
The Prudential Series
Fund, Inc. Portfolios
at Net Asset Value
[Note 2].............. $ 204,091,123 $24,526,736 $80,097,594 $74,900,913 $81,264,605 $28,283,453 $20,072,728
Pending Transfers....... 506,630 94,926 207,106 289,508 646,300 162,126 188,013
------------- ------------ ------------ ------------ ------------ ------------ ------------
NET ASSETS.............. 204,597,753 24,621,662 80,304,700 75,190,421 81,910,905 28,445,579 20,260,741
NET ASSETS,
REPRESENTING:
Equity of
Participants........ 204,021,182 24,407,810 80,003,811 74,873,662 81,542,929 28,304,183 20,047,432
Equity of The
Prudential Insurance
Company of
America............. 576,571 213,852 300,889 316,759 367,976 141,396 213,309
------------- ------------ ------------ ------------ ------------ ------------ ------------
$ 204,597,753 $24,621,662 $80,304,700 $75,190,421 $81,910,905 $28,445,579 $20,260,741
------------- ------------ ------------ ------------ ------------ ------------ ------------
------------- ------------ ------------ ------------ ------------ ------------ ------------

STATEMENTS OF OPERATIONS
Year Ended December 31, 1994
<CAPTION>
SUBACCOUNTS
-------------------------------------------------------------------------------------------------
AGGRESSIVELY CONSERVATIVELY
COMMON MANAGED MANAGED STOCK GLOBAL GOVERNMENT
STOCK BOND FLEXIBLE FLEXIBLE INDEX EQUITY SECURITIES
------------- ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividend Distribution
Received............ $ 12,651,397 $ 1,602,923 $ 4,359,171 $ 3,334,994 $ 1,974,871 $ 81,345 $ 1,318,034
EXPENSES [NOTE 3]
Fees Charged to
Participants for
Administrative
Expenses............ 1,388,820 177,681 555,269 534,979 542,091 181,683 154,640
------------- ------------ ------------ ------------ ------------ ------------ ------------
INVESTMENT INCOME-NET... 11,262,577 1,425,242 3,803,902 2,800,015 1,432,780 (100,338) 1,163,394

Realized and Unrealized
Loss on
Investments-Net.......
Realized Loss on
Investments-Net....... (73,835) (288,665) (129,071) (183,256) (3,497) (130,149) (451,346)
Unrealized Decrease in
Value of
Investments-Net (7,505,048) (2,086,974) (6,483,168) (3,803,749) (1,145,148) (1,430,865) (1,993,696)
------------- ------------ ------------ ------------ ------------ ------------ ------------
NET LOSS ON
INVESTMENTS........... (7,578,883) (2,375,639) (6,612,239) (3,987,005) (1,148,645) (1,561,014) (2,445,042)
NET INCREASE/(DECREASE)
IN NET ASSETS
RESULTING FROM
OPERATIONS............ $ 3,683,694 $ (950,397) $(2,808,337) $(1,186,990) $ 284,135 $(1,661,352) $(1,281,648)
------------- ------------ ------------ ------------ ------------ ------------ ------------
------------- ------------ ------------ ------------ ------------ ------------ ------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

37
<PAGE>
FINANCIAL STATEMENTS OF VCA-24

STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
SUBACCOUNTS
----------------------------------------------------------------------------------------
AGGRESSIVELY
COMMON MANAGED
STOCK BOND FLEXIBLE
---------------------------- ---------------------------- ----------------------------
YEARS ENDED DECEMBER 31 1994 1993 1994 1993 1994 1993
- ------------------------------
------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
NET INCREASE/(DECREASE) IN NET
ASSETS RESULTING FROM
OPERATIONS.................. $ 3,683,694 $ 22,623,399 $ (950,397) $ 1,761,009 $ (2,808,337) $ 6,925,882
ACCUMULATION UNIT TRANSACTIONS
Purchase Payments and
Transfers In [Note 8]..... 65,892,826 67,975,653 8,453,804 10,851,076 27,554,349 27,496,377
Withdrawals and Transfers
Out [Note 8].............. (26,512,808) (15,420,726) (8,339,324) (3,465,092) (11,787,729) (5,347,755)
Annual Account Charges
Deducted from
Participants' Accumulation
Accounts [Note 4]......... (62,784) (43,059) (8,160) (7,041) (23,750) (15,288)
Deferred Sales Charge [Note
5]........................ (26,031) (17,025) (2,855) (3,903) (6,972) (8,289)
------------- ------------- ------------- ------------- ------------- -------------
INCREASE IN NET ASSETS
RESULTING FROM ACCUMULATION
UNIT TRANSACTIONS........... 39,291,203 52,494,843 103,465 7,375,040 15,735,898 22,125,045
------------- ------------- ------------- ------------- ------------- -------------
TOTAL INCREASE/(DECREASE) IN
NET ASSETS.................. 42,974,897 75,118,242 (846,932) 9,136,049 12,927,561 29,050,927
NET ASSETS
Beginning of Year......... 161,622,856 86,504,614 25,468,594 16,332,545 67,377,139 38,326,212
------------- ------------- ------------- ------------- ------------- -------------
End of Year............... $ 204,597,753 $ 161,622,856 $ 24,621,662 $ 24,468,594 $ 80,304,700 $ 67,377,139
------------- ------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- ------------- ------------- -------------

CONSERVATIVELY
MANAGED
FLEXIBLE
----------------------------
YEARS ENDED DECEMBER 31 1994 1993
- ------------------------------
------------- -------------
<S> <C> <C>
NET INCREASE/(DECREASE) IN NET
ASSETS RESULTING FROM
OPERATIONS.................. $ (1,186,990) $ 5,253,050
ACCUMULATION UNIT TRANSACTIONS
Purchase Payments and
Transfers In [Note 8]..... 21,956,428 26,024,716
Withdrawals and Transfers
Out [Note 8].............. (10,391,865) (4,743,372)
Annual Account Charges
Deducted from
Participants' Accumulation
Accounts [Note 4]......... (25,350) (18,462)
Deferred Sales Charge [Note
5]........................ (7,805) (3,275)
------------- -------------
INCREASE IN NET ASSETS
RESULTING FROM ACCUMULATION
UNIT TRANSACTIONS........... 11,531,408 21,259,607
------------- -------------
TOTAL INCREASE/(DECREASE) IN
NET ASSETS.................. 10,344,418 26,512,657
NET ASSETS
Beginning of Year......... 64,846,003 38,333,346
------------- -------------
End of Year............... $ 75,190,421 $ 64,846,003
------------- -------------
------------- -------------
</TABLE>

<TABLE>
<CAPTION>
STOCK GLOBAL GOVERNMENT
INDEX EQUITY SECURITIES
---------------------------- ---------------------------- ----------------------------
YEARS ENDED DECEMBER 31 1994 1993 1994 1993 1994 1993
- ------------------------------
------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
NET INCREASE/(DECREASE) IN NET
ASSETS RESULTING FROM
OPERATIONS.................. $ 284,135 $ 4,448,656 $ (1,661,352) $ 3,122,390 $ (1,281,648) $ 1,542,752
ACCUMULATION UNIT TRANSACTIONS
Purchase Payments and
Transfers In [Note 8]..... 28,168,953 32,087,824 26,544,981 13,036,574 7,998,321 10,866,579
Withdrawals and Transfers
Out [Note 8].............. (11,473,983) (9,847,059) (13,664,123) (2,204,412) (7,191,336) (2,810,474)
Annual Account Charges
Deducted from
Participants' Accumulation
Accounts [Note 4]......... (13,939) (9,376) (2,860) (794) (2,516) (1,941)
Deferred Sales Charge [Note
5]........................ (14,227) (5,444) (1,968) (2,693) (2,287) (5,456)
------------- ------------- ------------- ------------- ------------- -------------
INCREASE IN NET ASSETS
RESULTING FROM ACCUMULATION
UNIT TRANSACTIONS........... 16,666,804 22,225,945 12,876,030 10,828,675 802,182 8,048,708
------------- ------------- ------------- ------------- ------------- -------------
TOTAL INCREASE/(DECREASE) IN
NET ASSETS.................. 16,950,939 26,674,601 11,214,678 13,951,065 (479,466) 9,591,460
NET ASSETS
Beginning of Year......... 64,959,966 38,285,365 17,230,901 3,279,836 20,740,207 11,148,747
------------- ------------- ------------- ------------- ------------- -------------
End of Year............... $ 81,910,905 $ 64,959,966 $ 28,445,579 $ 17,230,901 $ 20,260,741 $ 20,740,207
------------- ------------- ------------- ------------- ------------- -------------
------------- ------------- ------------- ------------- ------------- -------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS

38
<PAGE>
NOTES TO FINANCIAL STATEMENTS OF VCA-24
YEARS ENDED DECEMBER 31, 1994 AND 1993
- --------------------------------------------------------------------------------

NOTE 1: GENERAL

The Prudential Variable Contract Account-24 (VCA-24 or the Account) was
established by The Prudential Insurance Company of America (The
Prudential) under the laws of the State of New Jersey and is registered
as a unit investment trust under the Investment Company Act of 1940, as
amended. VCA-24 has been designed for use by employers
(Contract-holders) in making retirement arrangements on behalf of their
employees (Participants).

The Account is comprised of seven Subaccounts. Each of the Subaccounts
invests in a corresponding portfolio of The Prudential Series Fund,
Inc. (the Fund). The Common Stock Subaccount invests in the Common
Stock Portfolio, the Bond Subaccount invests in the Bond Portfolio, the
Aggressively Managed Flexible Subaccount invests in the Aggressively
Managed Flexible Portfolio, the Conservatively Managed Flexible
Subaccount invests in the Conservatively Managed Flexible Portfolio,
the Stock Index Subaccount invests in the Stock Index Portfolio, the
Global Equity Subaccount invests in the Global Equity Portfolio, and
the Government Securities Subaccount invests in the Government
Securities Portfolio. All contractual and other obligations arising
under contracts participating in VCA-24 are general corporate
obligations of The Prudential, although Participants' payments from the
Account will depend upon the investment experience of the Account.

NOTE 2: INVESTMENT INFORMATION

The number of shares of each portfolio of the Fund, the Net Asset Value
(NAV) per share for each portfolio held by the Subaccounts of VCA-24,
and the aggregate cost of investments in such shares as of December 31,
1994 are as follows:

<TABLE>
<CAPTION>
AGGRESSIVELY CONSERVATIVELY
COMMON MANAGED MANAGED STOCK GLOBAL GOVERNMENT
STOCK BOND FLEXIBLE FLEXIBLE INDEX EQUITY SECURITIES
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Number of Shares 9,877,426 2,443,304 5,168,917 5,314,021 5,433,190 2,037,874 1,918,751
- ------------------------------------------------------------------------------------------------------------------------
NAV per Share $ 20.6624 $ 10.0384 $ 15.4960 $ 14.0950 $ 14.9571 $ 13.8789 $ 10.4614
- ------------------------------------------------------------------------------------------------------------------------
Cost at 12-31-94 $ 193,133,287 $ 26,198,377 $ 82,014,022 $ 75,753,115 $ 75,611,983 $ 26,755,251 $ 21,365,353
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

NOTE 3: EXPENSES

A daily charge at an effective annual rate of 0.75% of the Net Asset
Value of each Subaccount of VCA-24 is paid to The Prudential for
administrative expenses not covered by the annual account charge.

NOTE 4: ANNUAL ACCOUNT CHARGE

An annual account charge is deducted from the account of each
Participant at the time of withdrawal of the value of all of the
Participant's accounts or at the end of the accounting year by
cancelling Units. The charge will first be made against a Participant's
account under a fixed dollar annuity companion contract or fixed rate
option of the non-qualified combination contract. If the Participant
has no account under a companion contract or the fixed rate option, or
if the amount under the companion contract or the fixed rate option is
too small to pay the charge, the charge will be made against the
Participant's account in VCA-11. If the Participant has no VCA-11
account or if the amount under that account is too small to pay the
charge, the charge will then be made against the Participant's VCA-10
account. If the Participant has no VCA-10 account, or if it is too
small to pay the charge, the charge will then be made against any one
or more of the Participant's accounts in VCA-24. The annual account
charge will not exceed $20 and is paid to The Prudential.

NOTE 5: DEFERRED SALES CHARGE

A deferred sales charge is imposed upon the withdrawal of certain
purchase payments to compensate The Prudential for sales and other
marketing expenses. The maximum deferred sales charge is 7% on
contributions withdrawn during the first two years of participation, 6%
on contributions withdrawn during the third through fifth years, 4% on
contributions withdrawn during the sixth through tenth years, and 3% on
contributions withdrawn during the eleventh through fifteenth years. No
deferred sales charge is imposed upon contributions withdrawn for any
reason after fifteen years of participation in a Program. In addition,
no deferred sales charge is imposed upon contributions withdrawn: (a)
to purchase an annuity under a Prudential Group

39
<PAGE>
NOTES TO FINANCIAL STATEMENTS OF VCA-24
YEARS ENDED DECEMBER 31, 1994 AND 1993
- --------------------------------------------------------------------------------
Annuity contract; (b) to provide a death benefit; (c) due to
resignation or retirement by the Participant or termination of the
Participant by the Contract-Holder (for all plans other than IRAs); (d)
pursuant to a systematic withdrawal plan; (e) in cases of financial
hardship or disability retirement as determined pursuant to the
provisions of the employer's retirement arrangement; or (f) as loans.

NOTE 6: TAXES

The operations of VCA-24 are part of, and are taxed with, the
operations of The Prudential. Under the current provisions of the
Internal Revenue Code, The Prudential does not expect to incur federal
income taxes on earnings of VCA-24 to the extent the earnings are
credited under the Contract. As a result, the Unit Value of VCA-24 has
not been reduced by federal income taxes.

NOTE 7: UNIT TRANSACTIONS

The number of units issued and redeemed during the year ended December
31, 1994 is as follows:

1994

<TABLE>
<CAPTION>
AGGRESSIVELY CONSERVATIVELY
COMMON MANAGED MANAGED STOCK GLOBAL GOVERNMENT
STOCK BOND FLEXIBLE FLEXIBLE INDEX EQUITY SECURITIES
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Units issued 32,467,788 5,000,706 15,263,070 12,718,412 14,115,039 19,450,002 6,275,588
- ------------------------------------------------------------------------------------------------------------------------
Units redeemed 13,129,215 4,906,946 6,568,889 6,056,615 5,771,986 10,078,803 5,691,522
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

The number of units issued and redeemed during the year ended December
31, 1993 is as follows:

1993

<TABLE>
<CAPTION>
AGGRESSIVELY CONSERVATIVELY
COMMON MANAGED MANAGED STOCK GLOBAL GOVERNMENT
STOCK BOND FLEXIBLE FLEXIBLE INDEX EQUITY SECURITIES
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Units issued 36,592,441 6,523,236 15,653,731 15,557,078 16,718,104 11,028,500 8,517,056
- ------------------------------------------------------------------------------------------------------------------------
Units redeemed 8,246,685 2,144,333 3,028,678 2,848,195 5,093,916 1,840,920 2,230,209
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

NOTE 8: PARTICIPANT LOANS

Loans are considered to be withdrawals from the Subaccount from which
the loan amount was deducted, however, no deferred sales charge is
imposed upon them. The principal portion of any loan repayment,
however, will be treated as a contribution to the receiving Subaccount
for purposes of calculating any deferred sales charge imposed upon any
subsequent withdrawal. If the Participant defaults on the loan by, for
example failing to make required payments, the outstanding balance of
the loan will be treated as a withdrawal for purposes of the deferred
sales charge. The deferred sales charge will be withdrawn from the same
Accumulation Accounts, and in the same proportions, as the loan amount
was withdrawn. If sufficient funds do not remain in those Accumulation
Accounts, the deferred sales charge will be withdrawn from the
Participant's other Accumulation Accounts as well.

Withdrawals, transfers and loans from each Subaccount of VCA-24 are
considered to be withdrawals of contributions until all of the
Participant's contributions to the Subaccount have been withdrawn,
transferred or borrowed. No deferred sales charge is imposed upon
withdrawals of any amount in excess of contributions.

For the year ended December 31, 1994, the amount of participant loans
that has been withdrawn from the Subaccounts and the amount of
principal that has been repaid to the Subaccounts is as follows:

1994

<TABLE>
<CAPTION>
AGGRESSIVELY CONSERVATIVELY
COMMON MANAGED MANAGED STOCK GLOBAL GOVERNMENT
STOCK BOND FLEXIBLE FLEXIBLE INDEX EQUITY SECURITIES
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Loans $ 619,162 $ 100,860 $ 331,831 $ 274,301 $ 315,157 $ 183,069 $ 51,430
- ------------------------------------------------------------------------------------------------------------------------
Repayments $ 65,846 $ 10,295 $ 33,864 $ 25,486 $ 26,259 $ 17,114 $ 4,043
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

40
<PAGE>
NOTES TO FINANCIAL STATEMENTS OF VCA-24
YEARS ENDED DECEMBER 31, 1994 AND 1993
- --------------------------------------------------------------------------------

For the year ended December 31, 1993, the amount of participant loans
that was withdrawn from the Subaccounts and the amount of principal
that was repaid to the Subaccounts is as follows:

1993

Loan repayments are invested in Participant's account(s) as chosen by
the Participant, which may not necessarily be the Subaccount from which
the loan amount was deducted. The initial loan proceeds may not
necessarily have originated solely from the Subaccounts of VCA-24.

41
<PAGE>
PRUDENTIAL INSURANCE COMPANY OF AMERICA

REPORT OF MANAGEMENT

(FROM PRUDENTIAL'S 1994 ANNUAL REPORT)

The accompanying consolidated financial statements and all information in the
annual report are the responsibility of management. They have been prepared in
conformity with accounting practices prescribed or permitted by insurance
regulatory authorities and 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.

Management depends upon the Company's system of internal controls in meeting its
responsibilities for reliable financial statements. This system is 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 Company's affairs, organizational arrangements
that provide for segregation of duties and delegation of authority, and the
communication of accounting and operating procedures throughout the
organization. In addition, the Company maintains a professional staff of
internal auditors who monitor the Company'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.

Deloitte & Touche LLP, independent accountants, have audited and reported on the
Company's consolidated financial statements. Their audits were performed in
accordance with generally accepted auditing standards.

The Board of Directors, through the Auditing Committee, monitors management's
fulfillment of its responsibilities for accurate accounting, statement
preparation and protection of assets. The Auditing Committee is composed solely
of outside directors and meets with the independent 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
Committee to discuss accounting, financial reporting, internal control and
auditing matters.

Arthur F. Ryan
Chairman, Chief Executive Officer and President

Eugene M. O'Hara
Chief Financial Officer

<PAGE> 1
CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS
OF FINANCIAL POSITION
<TABLE>
<CAPTION>

DECEMBER 31,
1994 1993
------ ------
(IN MILLIONS)

<S> <C> <C>
ASSETS

Fixed maturities....................... $ 78,743 $ 79,061
Equity securities...................... 2,327 2,216
Mortgage loans......................... 26,199 27,509
Investment real estate................. 1,600 1,903
Policy loans........................... 6,631 6,456
Other long-term investments............ 5,147 4,739
Short-term investments................. 10,630 6,304
Securities purchased under
agreements to resell................. 5,591 9,656
Trading account securities............. 6,218 8,586
Cash................................... 1,109 1,666
Accrued investment income.............. 1,932 1,826
Premiums due and deferred.............. 2,712 2,549
Broker-dealer receivables.............. 7,311 9,133
Other assets........................... 7,119 9,997
Assets held in Separate Accounts....... 48,633 48,110
-------- --------
TOTAL ASSETS............................... $211,902 $219,711
======== ========
LIABILITIES, AVR AND SURPLUS
Liabilities:
Policy liabilities and insurance
reserves:
Future policy benefits and claims...... $101,589 $100,030
Unearned premiums...................... 1,144 1,146
Other policy claims and benefits
payable.............................. 1,848 1,935
Policy dividends....................... 1,686 2,018
Other policyholders' funds............. 9,097 9,874
Securities sold under agreements
to repurchase........................ 8,919 14,703
Notes payable and other borrowings..... 12,009 13,354
Broker-dealer payables................. 5,144 5,410
Other liabilities...................... 13,036 13,075
Liabilities related to
Separate Accounts...................... 47,946 47,475
-------- --------
TOTAL LIABILITIES.......................... 202,418 209,020
-------- --------
Asset valuation reserve (AVR).............. 2,035 2,687
-------- --------
Surplus:
Capital notes.......................... 298 298
Special surplus fund................... 1,097 1,091
Unassigned surplus..................... 6,054 6,615
-------- --------
TOTAL SURPLUS.............................. 7,449 8,004
-------- --------
TOTAL LIABILITIES, AVR
AND SURPLUS............................ $211,902 $219,711
======== ========
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF
OPERATIONS AND CHANGES IN SURPLUS AND ASSET
VALUATION RESERVE (AVR)

YEARS ENDED DECEMBER 31,
1994 1993 1992
----- ----- -----
(IN MILLIONS)

<S> <C> <C> <C>
REVENUE

Premiums and annuity
considerations............. $29,698 $29,982 $29,858
Net investment income........ 9,595 10,090 10,318
Broker-dealer revenue........ 3,677 4,025 3,592
Realized investment
(losses)/gains............. (450) 953 720
Other income................. 1,037 924 833
------- ------- -------
TOTAL REVENUE.................... 43,557 45,974 45,321
------- ------- -------
BENEFITS AND EXPENSES
Current and future benefits
and claims................. 30,788 30,573 32,031
Insurance and underwriting
expenses................... 4,830 4,982 4,563
Limited partnership
matters.................... 1,422 390 129
General, administrative
and other expenses......... 5,794 5,575 5,394
------- ------- -------
TOTAL BENEFITS AND
EXPENSES..................... 42,834 41,520 42,117
------- ------- -------
Income from operations
before dividends
and income taxes............. 723 4,454 3,204
Dividends to
policyholders................ 2,290 2,339 2,389
------- ------- -------
Income/(loss) before
income taxes................. (1,567) 2,115 815
Income tax
(benefit)/provision.......... (392) 1,236 468
------- ------- -------
NET INCOME/(LOSS)................ (1,175) 879 347
SURPLUS, BEGINNING
OF YEAR...................... 8,004 7,365 6,527
Issuance of capital notes
(after net charge-off
of non-admitted prepaid
postretirement benefit
cost of $113 in 1993)........ 0 185 0
Net unrealized
investment (losses)
and change in AVR............ 620 (425) 491
------- ------- -------
SURPLUS, END OF
YEAR......................... 7,449 8,004 7,365
------- ------- -------
AVR, BEGINNING OF YEAR........... 2,687 2,457 3,216
(Decrease)/increase in AVR (652) 230 (759)
------- ------- -------
AVR, END OF YEAR................. 2,035 2,687 2,457
------- ------- -------
TOTAL SURPLUS AND
AVR.......................... $ 9,484 $10,691 $ 9,822
======= ======= =======

</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

F-1
<PAGE> 2

CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31,
1994 1993 1992
----- ----- -----
(IN MILLIONS)

<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES

Net income/(loss)................ $(1,175) $ 879 $ 347
Adjustments to reconcile
net income/(loss) to cash flows
from operating activities:
Increase in policy liabilities
and insurance reserves..... 1,289 2,747 3,428
Net increase in
Separate Accounts.......... (52) (59) (69)
Realized investment
losses/(gains)............. 450 (953) (720)
Depreciation, amortization
and other non-cash
items...................... 379 261 380
Decrease/(increase)
in operating assets:
Mortgage loans........... (226) (226) (1,952)
Policy loans............. (175) (174) (216)
Securities purchased
under agreements
to resell.............. 2,979 (2,049) (1,420)
Trading account
securities............. 2,447 (2,087) 351
Broker-dealer
receivables............ 1,822 (1,803) (161)
Other assets............. 1,873 (2,277) (1,041)
(Decrease)/increase in
operating liabilities:
Securities sold under
agreements to
repurchase........... (3,247) 1,134 1,967
Broker-dealer
payables............. (266) 1,067 (653)
Other liabilities...... (2,116) 2,007 841
------ ------ ------
CASH FLOWS FROM
OPERATING ACTIVITIES............ 3,982 (1,533) 1,082
------ ------ ------
CASH FLOWS FROM
INVESTING ACTIVITIES
Proceeds from the
sale/maturity of:
Fixed maturities.............. 82,834 87,840 73,326
Equity securities............. 1,426 1,725 957
Mortgage loans................ 4,154 4,789 3,230
Investment real estate........ 935 441 243
Other long-term
investments................. 1,022 1,352 2,046
Property and equipment........ 637 6 5
Payments for the purchase of:
Fixed maturities.............. (83,075) (89,034) (72,397)
Equity securities............. (1,535) (1,085) (977)
Mortgage loans................ (3,446) (3,530) (3,087)
Investment real estate........ (161) (196) (240)
Other long-term
investments................. (1,687) (531) (2,039)
Property and equipment........ (392) (640) (733)
Short-term investments (net)...... (4,281) (2,150) (1,160)
Net change in cash placed as
collateral for securities
loaned........................ 2,011 (589) (1,032)
------ ------ ------
CASH FLOWS FROM
INVESTING ACTIVITIES.......... (1,558) (1,602) (1,858)
------ ------ ------
</TABLE>

<TABLE>

<S> <C> <C> <C>
CASH FLOWS FROM
FINANCING ACTIVITIES
Net (payments)/proceeds
of short-term borrowings.... $ (1,115) $ 1,106 $ 70
Proceeds from the issuance of
long-term debt.............. 345 1,228 217
Payments for the settlement
of long-term debt........... (760) (721) (204)
Proceeds/(payments) of
unmatched securities
purchased under
agreements to resell........ 1,086 (47) (170)
(Payments)/proceeds of
unmatched securities sold
under agreements to
repurchase.................. (2,537) 1,707 1,201
Proceeds from the issuance of
capital notes............... 0 298 0
------- ------- -------
CASH FLOWS FROM
FINANCING ACTIVITIES.......... (2,981) 3,571 1,114
------- ------- -------
Net (decrease)/increase
in cash..................... (557) 436 338
Cash, beginning of year........ 1,666 1,230 892
------- ------- -------
CASH, END OF YEAR.............. $ 1,109 $ 1,666 $ 1,230
======== ======= =======

</TABLE>

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Income tax payments made, net of refunds, during 1994, 1993 and 1992 were $64
million, $933 million and $555 million, respectively. Interest payments made
during 1994, 1993 and 1992 were $1,429 million, $1,171 million and $1,272
million, respectively.

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

F-2

<PAGE> 3

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA AND SUBSIDIARIES

FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

1. ACCOUNTING POLICIES AND PRINCIPLES

A. PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of
The Prudential Insurance Company of America ("The Prudential"), a mutual
life insurance company, and its subsidiaries (collectively, "the
Company"). The activities of the Company cover a broad range of financial
services, including life and health insurance, property and casualty
insurance, reinsurance, group health care, securities brokerage, asset
management, investment advisory services, mortgage banking and servicing,
and real estate development and brokerage. All significant intercompany
balances and transactions have been eliminated in consolidation.

B. BASIS OF PRESENTATION

The consolidated financial statements are presented in conformity with
generally accepted accounting principles ("GAAP"), which for mutual life
insurance companies and their insurance subsidiaries are statutory
accounting practices prescribed or permitted by regulatory authorities in
the domiciliary states. Certain reclassifications have been made to the
1993 and 1992 financial statements to conform to the 1994 presentation.

In 1994, The American Institute of Certified Public Accountants issued
Statement of Position 94-5, "Disclosures of Certain Matters in the
Financial Statements of Insurance Enterprises" ("SOP 94-5"), which
requires insurance enterprises to disclose in their financial statements
the accounting methods used in their statutory financial statements that
are permitted by the state insurance departments rather than prescribed
statutory accounting practices.

The Prudential, domiciled in the State of New Jersey, prepares its
statutory financial statements in accordance with accounting practices
prescribed or permitted by the New Jersey Department of Insurance ("the
Department"). Its insurance subsidiaries prepare statutory financial
statements in accordance with accounting practices prescribed or permitted
by their respective domiciliary home state insurance departments.
Prescribed statutory accounting practices include publications of the
National Association of Insurance Commissioners ("NAIC"), state laws,
regulations, and general administrative rules. Permitted statutory
accounting practices encompass all accounting practices not so prescribed.

In 1993, The Prudential issued Fixed Rate Capital Notes ("the notes").
Interest payments on the notes are pre-approved by the Department, and
principal repayment is subject to a Risk-Based Capital test. This
permitted accounting practice differs from that prescribed by the NAIC.
The NAIC practices provide for Insurance Commissioner approval of every
interest and principal payment before the payment is made. The Prudential
has included the notes as part of surplus (see Note 7).

The Prudential has established guaranty fund liabilities for the
insolvencies of certain life insurance companies. The liabilities were
established net of estimated premium tax credits and federal income tax.
Prescribed statutory accounting practices do not address the establishment
of liabilities for guaranty fund assessments.

The Company, with permission from the Department, prepares an Annual
Report that differs from the Annual Statement filed with the Department in
that subsidiaries are consolidated and certain financial statement
captions are presented differently.

C. FUTURE APPLICATION OF ACCOUNTING STANDARDS

The Financial Accounting Standards Board (the "FASB") issued Financial
Interpretation No. 40, "Applicability of Generally Accepted Accounting
Principles to Mutual Life Insurance and Other Enterprises," which, as
amended, is effective for fiscal years beginning after December 15, 1995.
Interpretation No. 40 changes the current practice of mutual life
insurance companies with respect to utilizing statutory basis financial
statements for general purposes in that it would not allow such financial
statements to be referred to as having been prepared in accordance with
GAAP. Interpretation No. 40 requires GAAP financial statements of mutual
life insurance companies to apply all GAAP pronouncements, unless
specifically exempted. Implementation of Interpretation No. 40 will
require significant effort and judgment as to determining GAAP for mutual
insurance companies' insurance operations. The Company is currently
assessing the impact of Interpretation No. 40 on its consolidated
financial statements.

D. INVESTED ASSETS

Fixed maturities, which include long-term bonds and redeemable preferred
stock, are stated primarily at amortized cost. Equity securities, which
consist primarily of common stocks, are carried at market value, which is
based on quoted market prices, where available, or prices provided by
state regulatory authorities.

F-3

<PAGE> 4

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA AND SUBSIDIARIES

FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

As of January 1, 1994, the non-insurance subsidiaries of The Prudential
adopted Statement of Financial Accounting Standards No. 115, "Accounting
for Certain Investments in Debt and Equity Securities" ("SFAS No. 115").
Under SFAS No. 115, debt and marketable equity securities are classified
in three categories: held-to-maturity, available-for-sale and trading. The
effect of adopting SFAS No. 115 for the non-insurance subsidiaries was not
material.

Mortgage loans are stated primarily at unpaid principal balances. In
establishing reserves for losses on mortgage loans, management considers
expected losses on loans which they believe may not be collectible in full
and expected losses on foreclosures and the sale of mortgage loans.
Reserves established for potential or estimated mortgage loan losses are
included in the "Asset valuation reserve."

Policy loans are stated primarily at unpaid principal balances.

Investment real estate, except for real estate acquired in satisfaction of
debt, is carried at cost less accumulated straight-line depreciation ($748
million in 1994 and $859 million in 1993), encumbrances and permanent
impairments in value. Real estate acquired in satisfaction of debt,
included in "Other assets," is carried at the lower of cost or fair value
less disposition costs. Fair value is considered to be the amount that
could reasonably be expected in a current transaction between willing
parties, other than in forced or liquidation sale.

Included in "Other long-term investments" is the Company's net equity in
joint ventures and other forms of partnerships, which amounted to $3,357
million and $3,745 million as of December 31, 1994 and 1993, respectively.
The Company's share of net income from such entities was $354 million,
$375 million and $185 million for 1994, 1993 and 1992, respectively.

Short-term investments are stated at amortized cost, which approximates
fair value.

Securities purchased under agreements to resell and securities sold under
agreements to repurchase are collateralized financing transactions and are
carried at their contract amounts plus accrued interest. These agreements
are generally collateralized by cash or securities with market values in
excess of the obligations under the contract. It is the Company's policy
to take possession of securities purchased under resale agreements and to
value the securities daily. The Company monitors the value of the
underlying collateral and collateral is adjusted when necessary.

Trading account securities from broker-dealer operations are reported
based upon quoted market prices with unrealized gains and losses reported
in "Broker-dealer revenue."

The Company has a securities lending program whereby large blocks of
securities are loaned to third parties, primarily major brokerage firms.
As of December 31, 1994 and 1993, the estimated fair values of loaned
securities were $6,765 million and $6,520 million, respectively. Company
and NAIC policies require a minimum of 102% and 105% of the fair value of
the domestic and foreign loaned securities, respectively, to be separately
maintained as collateral for the loans. Cash collateral received is
invested in "Short-term investments," which are reflected as assets in the
Consolidated Statements of Financial Position. The offsetting collateral
liability is included in the Consolidated Statements of Financial Position
in "Other liabilities" in the amounts of $2,385 million and $374 million
at December 31, 1994 and 1993, respectively. Non-cash collateral is
recorded in memorandum records and not reflected in the consolidated
financial statements.

Net unrealized investment gains and losses result principally from changes
in the carrying values of invested assets. Net unrealized investment
losses were $(32) million, $(195) million and $(268) million for the years
ended December 31, 1994, 1993 and 1992, respectively.

The asset valuation reserve (AVR) and the interest maintenance reserve
(IMR) are required reserves for life insurance companies. The AVR is
calculated based on a statutory formula and is designed to mitigate the
effect of valuation and credit-related losses on unassigned surplus.

F-4

<PAGE> 5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA AND SUBSIDIARIES

FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

The components of AVR at December 31, 1994 and 1993 are as follows:

1994 1993
----- -----
(IN MILLIONS)

<S> <C> <C>
Fixed maturities, equity securities
and short-term investments............. $ 930 $1,591
Mortgage loans.......................... 674 722
Real estate and other invested assets... 431 374
------ ------
Total AVR............................... $2,035 $2,687
====== ======
</TABLE>

In 1993, the Company made a voluntary contribution to the mortgage loan
component of the AVR in the amount of $305 million.

The IMR is designed to reduce the fluctuations of surplus resulting from
market interest rate movements. Interest rate-related realized capital
gains and losses are generally deferred and amortized into investment
income over the remaining life of the investment sold. The IMR balance,
included in "Other policyholders' funds," was $502 million and $1,539
million at December 31, 1994 and 1993, respectively. Net realized
investment (losses)/gains of $(929) million, $1,082 million and $626
million were deferred during the years ended December 31, 1994, 1993 and
1992, respectively. IMR amounts amortized into investment income were $107
million, $118 million and $51 million for the years ended December 31,
1994, 1993 and 1992, respectively.

E. FUTURE POLICY BENEFITS, LOSSES AND CLAIMS

Reserves for individual life insurance are calculated using various
methods, interest rates and mortality tables, which produce reserves that
meet the aggregate requirements of state laws and regulations.
Approximately 39% of individual life insurance reserves are determined
using the net level premium method, or by using the greater of a net level
premium reserve or the policy cash value. About 56% of individual life
insurance reserves are calculated according to the Commissioner's Reserve
Valuation Method ("CRVM") or methods which compare CRVM reserves to policy
cash values.

For group life insurance, 24% of reserves are determined using net level
premium methods and various mortality tables and interest rates. About 53%
of group life reserves are associated with extended death benefits. For
the most part, these are calculated using modified group tables at various
interest rates. The remainder of group life reserves are unearned premium
reserves (calculated using the 1960 Commissioner's Standard Group Table),
reserves for group life fund accumulations and other miscellaneous
reserves. Reserves for group and individual annuity contracts are
determined using the Commissioner's Annuity Reserve Valuation Method.

For life insurance and annuities, unpaid claims include estimates of both
the death benefits on reported claims and those which are incurred but not
reported. Unpaid claims and claim adjustment expenses for other than life
insurance and annuities include estimates of benefits and associated
settlement expenses for reported losses and a provision for losses
incurred but not reported.

F-5

<PAGE> 6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA AND SUBSIDIARIES

FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

Activity in the liability for unpaid claims and claim adjustment
expenses is:

1994 1993
----------------------- ------------------------
ACCIDENT PROPERTY ACCIDENT PROPERTY
AND AND AND AND
HEALTH CASUALTY HEALTH CASUALTY
--------- ---------- ---------- ----------
(IN MILLIONS)

<S> <C> <C> <C> <C>
Balance at January 1 ......... $ 2,654 $ 4,869 $ 2,623 $ 4,712
Less reinsurance recoverables 15 1,070 22 1,107
-------- -------- -------- --------

Net balance at January 1 ..... 2,639 3,799 2,601 3,605
-------- -------- -------- --------

Incurred related to:
Current year ................ 7,398 2,541 7,146 2,364
Prior years ................. (105) 158 (167) 109
-------- -------- -------- --------

Total incurred ............... 7,293 2,699 6,979 2,473
-------- -------- -------- --------

Paid related to:
Current year ................ 5,568 1,237 5,336 1,119
Prior years ................. 1,649 1,163 1,605 1,160
-------- -------- -------- --------

Total paid ................... 7,217 2,400 6,941 2,279
-------- -------- -------- --------

Net balance at December 31 ... 2,715 4,098 2,639 3,799
Plus reinsurance recoverables 23 1,018 15 1,070
-------- -------- -------- --------

Balance at December 31 ....... $ 2,738 $ 5,116 $ 2,654 $ 4,869
======== ======== ======== ========

</TABLE>

As a result of changes in estimates of insured events in prior years, the
declines of $105 million and $167 million in the provision for claims and
claim adjustment expenses for accident and health business in 1994 and
1993, respectively, were due to lower-than-expected trends in claim costs
and an accelerated decline in indemnity health business.

As a result of changes in estimates of insured events in prior years, the
provision for claims and claim adjustment expenses for property and
casualty business (net of reinsurance recoveries of $47 million and $120
million in 1994 and 1993, respectively) increased by $158 million and $109
million in 1994 and 1993, respectively, due to increased loss development
and reserve strengthening for asbestos and environmental claims.

F. REVENUE RECOGNITION AND RELATED EXPENSES

Life premiums are recognized as income over the premium paying period of
the related policies. Annuity considerations are recognized as revenue
when received.

Health and property and casualty premiums are earned ratably over the
terms of the related insurance and reinsurance contracts or policies.
Unearned premium reserves are established to cover the unexpired portion
of premiums written. Such reserves are computed by pro rata methods for
direct business and are computed either by pro rata methods or using
reports received from ceding companies for reinsurance. Premiums which
have not yet been reported are estimated and accrued.

Expenses incurred in connection with acquiring new insurance business,
including such acquisition costs as sales commissions, are charged to
operations as incurred in "Insurance and underwriting expenses."

Commission revenues in "Broker-dealer revenue" and related broker-dealer
expenses in "General, administrative and other expenses" are accrued when
transactions are executed.

F-6

<PAGE> 7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA AND SUBSIDIARIES

FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

G. INCOME TAXES

Under the Internal Revenue Code ("the Code"), The Prudential and its life
insurance subsidiaries are taxed on their gain from operations after
dividends to policyholders. In calculating this tax, the Code requires the
capitalization and amortization of policy acquisition expenses.

The Code also imposes an "equity tax" on mutual life insurance companies
based on an imputed surplus which, in effect, reduces the deduction for
policyholder dividends. The amount of the equity tax is estimated in the
current year based on the anticipated equity tax rate, and is adjusted in
subsequent years as the rate is finalized.

The Prudential files a consolidated federal income tax return with all of
its domestic subsidiaries. The provision for taxes reported in these
financial statements also includes tax liabilities for the foreign
subsidiaries. Net operating losses of the non-life subsidiaries may be
used in this consolidated return, but are limited each year to the lesser
of 35% of cumulative eligible non-life subsidiary losses or 35% of life
company taxable income.

As of January 1, 1993, the non-insurance subsidiaries of The Prudential
adopted Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes" ("SFAS No. 109"). Under SFAS No. 109, such subsidiaries
recognize deferred tax liabilities or assets for the expected future tax
consequences of events that have been recognized in their financial
statements. Included in "Income tax (benefit)/provision" are deferred
taxes of $(477) million, $21 million and $(8) million for the years ended
December 31, 1994, 1993 and 1992, respectively. The cumulative effect of
adopting SFAS No. 109 was not material.

At December 31, 1994, the Company had consolidated non-life tax loss
carryforwards of $598 million which will expire between 1998 and 2009, if
not utilized.

H. SEPARATE ACCOUNTS

Separate Account assets and liabilities, reported in the Consolidated
Statements of Financial Position at estimated market value, represent
segregated funds which are administered for pension and other clients. The
assets consist of common stocks, long-term bonds, real estate, mortgages
and short-term investments. The liabilities consist of reserves
established to meet withdrawal and future benefit payment contractual
provisions. Investment risks associated with market value changes are
generally borne by the clients, except to the extent of minimum guarantees
made by the Company with respect to certain accounts. Separate Account net
investment income, realized and unrealized capital gains and losses,
benefit payments and change in reserves are included in "Current and
future benefits and claims."

I. DERIVATIVE FINANCIAL INSTRUMENTS

Derivatives used for trading purposes are recorded in the Consolidated
Statements of Financial Position at fair value at the reporting date.
Realized and unrealized changes in fair values are recognized in
"Broker-dealer revenue" and "Other income" in the Consolidated Statements
of Operations in the period in which the changes occur. Gains and losses
on hedges of existing assets or liabilities are included in the carrying
amount of those assets or liabilities and are deferred and recognized in
earnings in the same period as the underlying hedged item. For interest
rate swaps that qualify for settlement accounting, the interest
differential to be paid or received under the swap agreements is accrued
over the life of the agreements as a yield adjustment. Gains and losses on
early termination of derivatives that modify the characteristics of
designated assets and liabilities are deferred and are amortized as an
adjustment to the yield of the related assets or liabilities over their
remaining lives.

Derivatives used in activities that support life and health insurance and
annuity contracts are recorded at fair value with unrealized gains and
losses recorded in "Net unrealized investment (losses) and change in AVR."
Upon termination of derivatives supporting life and health insurance and
annuity contracts, the interest-related gains and losses are amortized
through the IMR.

2. RESTRICTED ASSETS AND SPECIAL DEPOSITS

Assets in the amounts of $5,901 million and $5,164 million at December 31,
1994 and 1993, respectively, were on deposit with governmental authorities or
trustees as required by law.

Assets valued at $5,855 million and $4,430 million at December 31, 1994 and
1993, respectively, were maintained as compensating balances or pledged as
collateral for bank loans and other financing agreements.

F-7

<PAGE> 8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA AND SUBSIDIARIES

FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

Restricted cash of $455 million and $444 million at December 31, 1994 and
1993, respectively, was included in "Cash" in the Consolidated Statements of
Financial Position and Cash Flows.

3. FIXED MATURITIES

The carrying value and estimated fair value of fixed maturities at December
31, 1994 and 1993 are as follows:

<TABLE>
<CAPTION>
1994 1993
------------------------------------------- -----------------------------------------------
GROSS GROSS ESTIMATED GROSS GROSS ESTIMATED
CARRYING UNREALIZED UNREALIZED FAIR CARRYING UNREALIZED UNREALIZED FAIR
VALUE GAINS LOSSES VALUE VALUE GAINS LOSSES VALUE
-------- -------- -------- -------- -------- -------- -------- --------
(IN MILLIONS)

<S> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Treasury securities
and obligations of U.S.
government corporations
and agencies .......... $13,624 $ 123 $ 647 $13,100 $14,979 $ 754 $ 94 $15,639
Obligations of U.S. .....
states and their
political subdivisions 2,776 32 165 2,643 3,212 187 3 3,396
Fixed maturities issued
by foreign governments
and their agencies and
political subdivisions 3,101 37 153 2,985 2,716 188 3 2,901
Corporate securities .... 54,144 1,191 1,772 53,563 51,548 4,390 300 55,638
Mortgage-backed
securities ............ 4,889 82 148 4,823 6,478 257 220 6,515
Other fixed maturities .. 209 0 0 209 128 0 0 128
------- ------- ------- ------- ------- ------- ------- -------
Total ................... $78,743 $ 1,465 $ 2,885 $77,323 $79,061 $ 5,776 $ 620 $84,217
======= ======= ======= ======= ======= ======= ======= =======

</TABLE>

The carrying value and estimated fair value of fixed maturities at December
31, 1994 categorized by contractual maturity, are shown below. Actual
maturities will differ from contractual maturities because borrowers may
prepay obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>
ESTIMATED
CARRYING FAIR
VALUE VALUE
----------- -----------
(IN MILLIONS)

<S> <C> <C>
Due in one year or less .............. $ 2,746 $ 2,760
Due after one year through five years 24,405 24,000
Due after five years through ten years 18,972 18,536
Due after ten years .................. 27,731 27,204
------- -------
73,854 72,500
Mortgage-backed securities ........... 4,889 4,823
------- -------
Totals ............................... $78,743 $77,323
======= =======

</TABLE>

Proceeds from the sale and maturity of fixed maturities during 1994, 1993 and
1992 were $82,834 million, $87,840 million and $73,326 million, respectively.
Gross gains of $693 million, $2,473 million and $2,034 million, and gross
losses of $2,009 million, $698 million and $530 million were realized on such
sales during 1994, 1993 and 1992, respectively (see Note 1D).

The Company invests in both investment grade and non-investment grade
securities. The Securities Valuation Office of the NAIC rates the fixed
maturities held by insurers (which account for approximately 98% of the
Company's total fixed maturities balance at December 31, 1994 and 1993) for
regulatory purposes and groups investments into six categories ranging from
highest quality bonds to those in or near default. The lowest three NAIC
categories represent, for the most part, high-yield securities and are
defined by the NAIC as including any security with a public agency rating of
B+ or B1 or less.

F-8

<PAGE> 9

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA AND SUBSIDIARIES

FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

Included in "Fixed maturities" are securities that are classified by the NAIC
as being in the lowest three rating categories. These approximate 1.6% and
2.0% of the Company's assets at December 31, 1994 and 1993, respectively. At
December 31, 1994 and 1993, their estimated fair value varied from the
carrying value by $(78) million and $42 million, respectively.

4. MORTGAGE LOANS

Mortgage loans at December 31, 1994 and 1993 are as follows:

<TABLE>
<CAPTION>
1994 1993
----------------------- -------------------
AMOUNT PERCENTAGE AMOUNT PERCENTAGE
(IN MILLIONS)

<S> <C> <C> <C> <C>
Commercial and agricultural loans:
In good standing ......... $ 19,752 75.4% $ 20,916 76.0%
In good standing
with restructured terms 1,412 5.4% 1,177 4.3%
Past due 90 days or more . 339 1.3% 590 2.2%
In process of foreclosure 387 1.5% 415 1.5%
Residential loans .......... 4,309 16.4% 4,411 16.0%
-------- ------ -------- ------
Total mortgage loans ....... $ 26,199 100.0% $ 27,509 100.0%
======== ====== ======== ======

</TABLE>

At December 31, 1994, the Company's mortgage loans were collateralized by the
following property types: office buildings (30%), retail stores (20%),
residential properties (17%), apartment complexes (12%), industrial buildings
(11%), agricultural properties (7%) and other commercial properties (3%). The
mortgage loans are geographically dispersed throughout the United States and
Canada with the largest concentrations in California (25%) and New York (8%).
Included in these balances are mortgage loans with affiliated joint ventures
of $684 million and $689 million at December 31, 1994 and 1993, respectively.

5. EMPLOYEE BENEFIT PLANS

A. PENSION PLANS

The Company has several defined benefit pension plans which cover
substantially all of its employees. The benefits are generally based on
career average earnings and credited length of service.

The Company's funding policy is to contribute annually the amount necessary
to satisfy the Internal Revenue Service contribution guidelines. The
pension plans are accounted for in accordance with Statement of Financial
Accounting Standards No. 87, "Employers' Accounting for Pensions" ("SFAS
No. 87").

Employee pension benefit plan status at September 30, 1994 and 1993 is as
follows:

1994 1993
-------- --------
(IN MILLIONS)

<S> <C> <C>
Actuarial present value of benefit obligation:
Accumulated benefit obligation, including vested benefits of
$2,956 in 1994 and $3,053 in 1993 ........................ $(3,255) $(3,401)
======= =======
Projected benefit obligation ............................... (4,247) (4,409)
Plan assets at fair value .................................... 5,704 5,950
------- -------
Plan assets in excess of projected benefit obligation ........ 1,457 1,541
Unrecognized net asset existing at the date of the initial
application of SFAS No. 87 ................................. (980) (1,086)
Unrecognized prior service cost since initial application of
SFAS No. 87 ................................................ 228 253
Unrecognized net loss from actuarial experience since initial
application of SFAS No. 87 ................................. 9 25
Additional minimum liability ................................. (8) 0
------- -------
Prepaid pension cost ......................................... $ 706 $ 733
======= =======

</TABLE>

F-9

<PAGE> 10

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA AND SUBSIDIARIES

FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

Plan assets consist primarily of equity securities, bonds, real estate and
short-term investments, of which $4,155 million are included in the
Consolidated Statement of Financial Position at December 31, 1994.

In compliance with statutory accounting principles, The Prudential's
prepaid pension costs of $765 million and $784 million at December 31,
1994 and 1993, respectively, were considered non-admitted assets. These
assets are excluded from the consolidated assets and the changes in these
non-admitted assets of ($19) million and $142 million in 1994 and 1993,
respectively, are reported in "General, administrative and other expenses"
in the Consolidated Statements of Operations.

The components of the net periodic pension expense/(benefit) for 1994 and
1993 are as follows:

<TABLE>
<CAPTION>
1994 1993 1992
------ ------ ------
(IN MILLIONS)

<S> <C> <C> <C>
Service cost - benefits earned during the year $ 163 $ 133 $ 133
Interest cost on projected benefit obligation 311 301 296
Actual return on assets ...................... 56 (854) (367)
Net amortization and deferral ................ (639) 301 (150)
Net charge for special termination benefits .. 156 0 0
----- ----- -----
Net periodic pension expense/(benefit) ...... $ 47 $(119) $ (88)
===== ===== =====

</TABLE>

The net expense relating to the Company's pension plans is $28 million, $23
million and $29 million in 1994, 1993 and 1992, respectively, which considers
the changes in The Prudential's non-admitted prepaid pension asset of $(19)
million, $142 million and $117 million, respectively.

As a result of a special early retirement program, net curtailment gains and
special termination benefits of approximately $156 million are included in
the net periodic pension expense for the year ended December 31, 1994.

The assumptions used in 1994 and 1993 to develop the accumulated pension
benefit obligation were:

1994 1993
-------- --------

<S> <C> <C>
Discount rate ................................ 8.25-8.5% 7.0%
Expected long-term rate of return on assets... 8.5-9.0% 8.5-9.0%
Rate of increase in compensation levels ...... 5.0-5.5% 4.5-5.0%

</TABLE>

B. POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS

The Company provides certain life insurance and health care benefits for
its retired employees. Substantially all of the Company's employees may
become eligible to receive a benefit if they retire after age 55 with at
least 10 years of service.

Effective in 1993, the costs of postretirement benefits, with respect to
The Prudential, are recognized in accordance with the accounting policy
issued by the NAIC. The NAIC's policy is similar to Statement of Financial
Accounting Standards No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions," except that the NAIC policy excludes
non-vested employees. The Prudential has elected to amortize its
transition obligation over 20 years.

Prior to 1993, the Company's policy was to fund the cost of providing
these benefits in the years that the employees were providing services to
the Company. The Company defined this service period as originating at an
assumed entry age and terminating at an average retirement age. Annual
deposits to the fund were determined using the entry age normal actuarial
cost method, including amortization of prior service costs for employees'
services rendered prior to the initial funding of the plan. The provision
for the year ended December 31, 1992 was $143 million.

The Prudential's net periodic postretirement benefit cost required to be
recognized for 1994 and 1993, under the NAIC policy is $110 million and
$125 million, respectively. In 1994 and 1993, The Prudential voluntarily
accrued an additional $10 million and $62 million, respectively, which
represents a portion of the obligation for active non-vested employees
(the total of this obligation is $520 million and $594 million as of
December 31, 1994 and 1993, respectively).

Company funding of its postretirement benefit obligations totaled $31
million and $404 million in 1994 and 1993, respectively. The Company
contributes amounts to the plan in excess of covered expenses being paid.

F-10

<PAGE> 11

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA AND SUBSIDIARIES

FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

The postretirement benefit plan status as of September 30, 1994 and 1993 is
as follows:

<TABLE>
<CAPTION>
1994 1993
-------- --------
(IN MILLIONS)

<S> <C> <C>
Accumulated postretirement benefit obligation (APBO):
Retirees ........................................... $(1,337) $(1,211)
Fully eligible active plan participants ............ (188) (445)
------- -------
Total APBO ...................................... (1,525) (1,656)
Plan assets at fair value ............................ 1,304 1,335
------- -------
Accumulated postretirement benefit obligation in
excess of plan assets .............................. (221) (321)
Unrecognized transition obligation ................... 448 525
Unrecognized net (gain)/loss from actuarial experience (41) 69
------- -------
Prepaid postretirement benefit cost in accordance
with the NAIC accounting policy .................... 186 273
Additional amount accrued ............................ (72) (62)
------- -------
Prepaid postretirement benefit cost .................. $ 114 $ 211
======= =======

</TABLE>

Plan assets consist of group and individual variable life insurance policies,
group life and health contracts and short-term investments, of which $996
million are included in the Consolidated Statement of Financial Position at
December 31, 1994.

In compliance with statutory accounting principles, The Prudential's prepaid
postretirement benefit costs of $127 million and $217 million at December 31,
1994 and 1993, respectively, are considered non-admitted assets. These assets
are excluded from the consolidated assets and the changes in these
non-admitted assets of $(90) million and $217 million in 1994 and 1993,
respectively, are reported in "General, administrative and other expenses" in
1994 and in "Issuance of capital notes" in 1993.

Net periodic postretirement benefit cost for 1994 and 1993 includes the
following components:

1994 1993
-------- --------
(IN MILLIONS)

<S> <C> <C>
Cost of newly eligible or vested employees... $ 38 $ 41
Interest cost ................................ 112 124
Actual return on plan assets ................. (98) (86)
Net amortization and deferral ................ (13) 15
Amortization of transition obligation ........ 23 39
Net charge for special termination benefits... 58 0
Additional contribution expense .............. 10 62
----- -----
Net periodic postretirement benefit cost ..... $ 130 $ 195
===== =====
</TABLE>

The net reduction to surplus relating to the Company's postretirement benefit
plans is $40 million and $412 million in 1994 and 1993, respectively, which
considers the changes in the non-admitted prepaid postretirement benefit cost
of $(90) million and $217 million in 1994 and 1993, respectively.

As a result of a special early retirement program, curtailment expenses and
special termination benefits of approximately $58 million are included in the
net periodic postretirement benefit cost for the year ended December 31,
1994.

The assumptions used in 1994 and 1993 to measure the accumulated
postretirement benefits obligation were:

<TABLE>
<CAPTION>
1994 1993
-------- --------
<S> <C> <C>
Discount rate ...................................... 8.25-8.5% 7.0-7.5%
Expected long-term rate of return on plan assets.... 9.0% 9.0%
Salary scale ....................................... 5.5% 5.0%

</TABLE>

F-11

<PAGE> 12

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA AND SUBSIDIARIES

FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

The health care cost trend rates used varied from 9.1% to 13.9%, depending
on the plan, with one plan being graded to 6.5% by the year 2012 and all
others being graded to 6.0% by 2006. Increasing the health care cost trend
rate by one percentage point in each year would increase the
postretirement benefit obligation as of September 30, 1994, by $243
million and the total of the cost of newly eligible or vested employees
and interest cost for 1994 by $21 million.

In 1994, the Company changed its method of accounting for the recognition
of costs and obligations relating to severance, disability and related
benefits to former or inactive employees after employment, but before
retirement, to an accrual method. Previously, these benefits were expensed
when paid. The effect of this change was to decrease surplus by
approximately $160 million in 1994.

6. NOTES PAYABLE AND OTHER BORROWINGS

Notes payable and other borrowings consisted of the following at December 31,
1994 and 1993:

<TABLE>
<CAPTION>
DECEMBER 31, 1994 DECEMBER 31, 1993
------------------------------ ------------------------------
WEIGHTED AVERAGE WEIGHTED AVERAGE
BALANCE COST OF FUNDS BALANCE COST OF FUNDS
-------- ---------------- -------- --------------
(IN MILLIONS)

<S> <C> <C> <C> <C>
Short-term debt..... $ 9,188 5.7% $ 9,435 3.7%
Long-term debt...... 2,821 6.5% 3,919 5.3%
------- -------
$12,009 $13,354
======= =======

</TABLE>

Scheduled repayments of long-term debt as of December 31, 1994, are as
follows: $594 million in 1995, $269 million in 1996, $362 million in 1997,
$268 million in 1998, $666 million in 1999, and $662 million thereafter. As
of December 31, 1994, the Company had $8,120 million in lines of credit from
numerous financial institutions of which $3,925 million were unused.

7. CAPITAL NOTES

In 1993, The Prudential issued 6.875% Fixed Rate Capital Notes ("the notes")
in the aggregate principal amount of $300 million. The notes mature on April
15, 2003, and may not be redeemed prior to maturity and will not be entitled
to any sinking fund. The notes are subordinated in right of payment to all
claims of policyholders and to senior indebtedness. Payment of the principal
amount of the notes at maturity is subject to the following conditions: (i)
The Prudential shall not be in payment default with respect to any senior
indebtedness or class of policyholders, (ii) no state or federal agency shall
have instituted proceedings seeking reorganization, rehabilitation or
liquidation of The Prudential, and (iii) immediately after making such
payment, Total Adjusted Capital would exceed 200% of its Authorized Control
Level Risk-Based Capital. The terms "Total Adjusted Capital" and "Authorized
Control Level" are defined by the Risk-Based Capital for Life and/or Health
Insurers Model Act. The payment of interest on the notes is subject to
satisfaction of conditions (i) and (ii) above. Unpaid accrued interest
amounted to $25 million at December 31, 1994 and 1993. The net proceeds from
the notes, approximately $298 million, were contributed to a voluntary
employee benefit association trust to prefund certain obligations of The
Prudential to provide postretirement medical and other benefits. This
resulted in a prepaid asset, which is non-admitted for statutory purposes.
The net increase to surplus from the issuance of the notes, including a tax
benefit of $104 million less the charge-off of the non-admitted asset of $217
million, was $185 million (see Note 5B).

8. SPECIAL SURPLUS FUND

The special surplus fund includes required contingency reserves of $1,097
million and $1,091 million as of December 31, 1994 and 1993, respectively.

9. FAIR VALUE INFORMATION

The fair value amounts have been determined by the Company using available
information and reasonable valuation methodologies for those accounts for
which fair value disclosures are required. Considerable judgment is
necessarily applied in interpreting data to develop the estimates of fair
value. Accordingly, the estimates presented may not be realized in a current
market exchange. The use of different market assumptions and/or estimation
methodologies could have a material effect on the estimated fair values. The
following methods and assumptions were used in calculating the fair values.
(For all other financial instruments presented in the table, the carrying
value is a reasonable estimate of fair value.)

F-12
<PAGE> 13

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA AND SUBSIDIARIES

FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

FIXED MATURITIES. Fair values for fixed maturities, other than private
placement securities, are based on quoted market prices or estimates from
independent pricing services. Fair values for private placement securities
are estimated using a discounted cash flow model which considers the current
market spreads between the U.S. Treasury yield curve and corporate bond yield
curve, adjusted for the type of issue, its current quality and its remaining
average life. The fair value of certain non-performing private placement
securities is based on amounts provided by state regulatory authorities.

MORTGAGE LOANS. The fair value of residential mortgages is based on recent
market trades or quotes, adjusted where necessary for differences in risk
characteristics. The fair value of the commercial mortgage and agricultural
loan portfolio is primarily based upon the present value of the scheduled
cash flows discounted at the appropriate U.S. Treasury rate, adjusted for the
current market spread for a similar quality mortgage. For certain
non-performing and other loans, fair value is based upon the value of the
underlying collateral.

POLICY LOANS. The estimated fair value of policy loans is calculated using a
discounted cash flow model based upon current U.S. Treasury rates and
historical loan repayments.

DERIVATIVE FINANCIAL INSTRUMENTS. The fair value of swap agreements is
estimated based on the present value of future cash flows under the
agreements discounted at the applicable zero coupon U.S. Treasury rate and
swap spread. The fair value of forwards and futures is estimated based on
market quotes for a transaction with similar terms, while the fair value of
options is based principally on market quotes. The fair value of loan
commitments is estimated based on fees actually charged or those currently
charged for similar arrangements, adjusted for changes in interest rates and
credit quality subsequent to origination.

INVESTMENT-TYPE INSURANCE CONTRACT LIABILITIES. Fair values for the Company's
investment-type insurance contract liabilities are estimated using a
discounted cash flow model, based on interest rates currently being offered
for similar contracts.

NOTES PAYABLE AND OTHER BORROWINGS. The estimated fair value of notes payable
and other borrowings is based on the borrowing rates currently available to
the Company for debt with similar terms and maturities.

The following table discloses the carrying amounts and estimated fair values
of the Company's financial instruments at December 31, 1994 and 1993:

<TABLE>
<CAPTION>
1994 1993
------------------------------- ----------------------------
ESTIMATED ESTIMATED
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
--------- --------- -------- ---------
(IN MILLIONS)

<S> <C> <C> <C> <C>
Financial assets:
Fixed maturities ..................... $78,743 $77,323 $79,061 $84,217
Equity securities .................... 2,327 2,327 2,216 2,216
Mortgage loans ....................... 26,199 24,955 27,509 28,004
Policy loans ......................... 6,631 6,018 6,456 6,568
Short-term investments ............... 10,630 10,630 6,304 6,304
Securities purchased under
agreements to resell ............... 5,591 5,591 9,656 9,656
Trading account securities ........... 6,218 6,218 8,586 8,586
Cash ................................. 1,109 1,109 1,666 1,666
Broker-dealer receivables ............ 7,311 7,311 9,133 9,133
Assets held in Separate Accounts ..... 48,633 48,633 48,110 48,110

Financial liabilities:

Investment-type insurance contracts .. 39,747 38,934 41,149 42,668
Securities sold under agreements
to repurchase ...................... 8,919 8,919 14,703 14,703
Notes payable and other borrowings ... 12,009 11,828 13,354 13,625
Broker-dealer payables ............... 5,144 5,144 5,410 5,410
Liabilities related to Separate
Accounts ............................. 47,946 47,946 47,475 47,475
Derivative financial instruments - net
(see Note 10) ...................... 392 397 253 303

</TABLE>

F-13

<PAGE> 14

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA AND SUBSIDIARIES

FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

10. DERIVATIVE AND OFF-BALANCE-SHEET CREDIT-RELATED INSTRUMENTS

A. DERIVATIVE FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards No. 119, "Disclosures about
Derivative Financial Instruments and Fair Value of Financial
Instruments," effective for 1994, requires certain disclosures about
derivative financial instruments and other financial instruments with
similar characteristics ("derivatives"). Derivatives include swaps,
forwards, futures, options and loan commitments subject to market risk,
all of which are used by the Company in the normal course of business in
both trading and other than trading activities.

The Company uses derivatives in trading activities primarily to meet the
financing and hedging needs of its customers and to trade for its own
account. The Company also uses derivatives for purposes other than
trading to reduce exposure to interest rate, currency and other forms of
market risk.

The table below summarizes the Company's outstanding positions by
derivative instrument as of December 31,1994. The amounts presented are
classified as either trading or other than trading, based on
management's intent at the time of contract inception and throughout the
life of the contract. The table includes the estimated fair values of
outstanding derivative positions only and does not include the fair
values of associated financial and non-financial assets and liabilities,
which generally offset derivative fair values. The fair value amounts
presented do not reflect the netting of amounts pursuant to rights of
setoff, qualifying master netting agreements with counterparties or
collateral arrangements. The table shows that less than 5% of derivative
fair values were not reflected in the Company's Consolidated Statement
of Financial Position.

DERIVATIVE FINANCIAL INSTRUMENTS
AS OF DECEMBER 31, 1994
(IN MILLIONS)

TRADING OTHER THAN TRADING
-------------------- ----------------------
ESTIMATED ESTIMATED
NOTIONAL FAIR VALUE NOTIONAL FAIR VALUE
-------- ---------- -------- ----------

<S> <C> <C> <C> <C> <C>
Swaps Assets $13,852 $ 837 $ 184 $ 9
Liabilities 14,825 1,216 4,993 48
Forwards Assets 21,988 300 2,720 24
Liabilities 19,898 289 3,112 19
Futures Assets 1,520 40 4,296 17
Liabilities 1,878 35 505 3
Options Assets 2,924 31 2,407 8
Liabilities 3,028 38 2,217 2
Loan commitments Assets 0 0 212 2
Liabilities 0 0 1,543 15
------- ------- ------- -------
Total Assets $40,284 $ 1,208 $ 9,819 $ 60
======= ======= ======= =======
Liabilities $39,629 $ 1,578 $12,370 $ 87
======= ======= ======= =======

</TABLE>

TOTAL
----------------------------------------------
CARRYING ESTIMATED
NOTIONAL AMOUNT FAIR VALUE
-------- -------- ----------

<S> <C> <C> <C> <C>
Swaps Assets $14,036 $ 845 $ 846
Liabilities 19,818 1,236 1,264
Forwards Assets 24,708 312 324
Liabilities 23,010 299 308
Futures Assets 5,816 30 57
Liabilities 2,383 35 38
Options Assets 5,331 34 39
Liabilities 5,245 40 40
Loan commitments Assets 212 (2) 2
Liabilities 1,543 1 15
------- ------- -------
Total Assets $50,103 $ 1,219 $ 1,268*
======= ======= =======
Liabilities $51,999 $ 1,611 $ 1,665*
======= ======= =======

</TABLE>

* $1,233 of Assets and $1,596 of Liabilities are reflected in the Consolidated
Statement of Financial Position

F-14

<PAGE> 15

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA AND SUBSIDIARIES

FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

DERIVATIVES HELD FOR TRADING PURPOSES. The Company uses derivatives for
trading purposes in securities broker-dealer activities and in a
limited-purpose swap subsidiary. Net trading revenues for the year ended
December 31, 1994, relating to forwards, futures and swaps were $107 million,
$33 million and $8 million, respectively. Net trading revenues for options
were not material. Average fair value for trading derivatives in an asset
position during the year ended December 31, 1994, was $1,526 million and for
derivatives in a liability position was $1,671 million. Of those derivatives
held for trading purposes at December 31, 1994, 60.0% of notional consisted
of interest rate derivatives, 33.7% consisted of foreign exchange
derivatives, and 6.3% consisted of equity and commodity derivatives.

DERIVATIVES HELD FOR PURPOSES OTHER THAN TRADING. Of the total notional of
derivatives held for purposes other than trading at December 31, 1994, 23.0%
were used by the Company to hedge its investment portfolio to reduce interest
rate, currency and other market risks, 75.8% were used to hedge interest rate
risk related to the Company's mortgage banking subsidiary activities, and
1.2% were used to hedge interest and currency risks associated with the
Company's debt issuances. Of those derivatives held for purposes other than
trading at December 31, 1994, 85.0% of notional consisted of interest rate
derivatives, 13.9% consisted of foreign exchange derivatives, and 1.1%
consisted of equity and commodity derivatives.

Derivatives used to hedge the Company's investment portfolio, including
futures, options and forwards, are typically short-term in nature and are
intended to minimize exposure to market fluctuations or to change the
characteristics of the Company's asset/liability mix, consistent with the
Company's risk management activities. At December 31, 1994, net gains of $0.7
million relating to futures used as hedges of anticipated bond investments
were deferred and included in "Other liabilities." The investments being
hedged are expected to be made in the first quarter of 1995. The Company's
mortgage banking subsidiary hedges the interest rate risk associated with
mortgage loans and mortgage-backed securities held for sale and with unfunded
loans for which a rate of interest has been guaranteed. At December 31, 1994,
net gains of $0.8 million relating to forwards, futures and options used as
hedges of unfunded loan commitments were deferred as "Other liabilities." The
deferred gains were included in the carrying amounts of the loans when
funded, which is generally within sixty days from the commitment date. The
Company's mortgage banking subsidiary also hedges its exposure to future
changes in interest rates on interest-sensitive liabilities and hedges the
prepayment risk associated with its mortgage servicing portfolio. At December
31, 1994, net gains of $6.5 million relating to futures used as hedges of
anticipated borrowings were deferred and included in "Other liabilities." The
borrowings being hedged are expected to be issued by early 1996. The Company
also uses derivatives, particularly swaps and forwards, to manage the
interest rate and foreign exchange risks associated with its notes payable
and other borrowings.

B. OFF-BALANCE-SHEET CREDIT-RELATED INSTRUMENTS

During the normal course of its business, the Company is party to financial
instruments with off-balance-sheet credit risk such as commitments, financial
guarantees, loans sold with recourse and letters of credit. Commitments
include commitments to purchase and sell mortgage loans, the unfunded portion
of commitments to fund investments in private placement securities, and
unused credit card and home equity lines. The Company also provides financial
guarantees incidental to other transactions and letters of credit that
guarantee the performance of customers to third parties. These credit-related
financial instruments have off-balance-sheet credit risk because only their
origination fees, if any, and accruals for probable losses, if any, are
recognized in the Consolidated Statements of Financial Position until the
obligation under the instrument is fulfilled or expires. These instruments
can extend for several years and expirations are not concentrated in any
period. The Company seeks to control credit risk associated with these
instruments by limiting credit, maintaining collateral where customary and
appropriate, and performing other monitoring procedures.

The notional amount of these instruments, which represents the Company's
maximum exposure to credit loss from other parties' non-performance, was
$17,389 million and $18,666 million at December 31, 1994 and 1993,
respectively. Because many of these amounts expire without being advanced in
whole or in part, the amounts do not represent future cash flows. The above
notional amounts include $4,150 million and $3,066 million of unused
available lines of credit under credit card and home equity commitments as of
December 31, 1994 and 1993, respectively. The Company has not experienced,
and does not anticipate experiencing, all of its customers exercising their
entire available lines of credit at any given point in time.

The estimated fair value of off-balance-sheet credit related instruments was
$(91.3) million and $13.0 million at December 31, 1994 and 1993,
respectively. The total fair value at December 31, 1994, includes $(13.3)
million for fixed-rate loan commitments, which are subject to market risk.
The estimated fair value was determined based on fees currently charged for
similar arrangements, adjusted for changes in interest rate and credit
quality that occurred subsequent to origination.

F-15

<PAGE> 16

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA AND SUBSIDIARIES

FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

11. CONTINGENCIES

A. ENVIRONMENTAL-RELATED CLAIMS

The Company receives claims under expired contracts which assert alleged
injuries and/or damages relating to or resulting from toxic torts, toxic
waste and other hazardous substances. The liabilities for such claims
cannot be estimated by traditional reserving techniques. As a result of
judicial decisions and legislative actions, the coverage afforded under
these contracts may be expanded beyond their original terms. Extensive
litigation between insurers and insureds over these issues continues and
the outcome is not predictable, nor is there any clear emerging trend.
In establishing the unpaid claim reserves for these losses, management
considered the available information. However, given the expansion of
coverage and liability by the courts and legislatures in the past, and
potential for other unfavorable trends in the future, the ultimate cost
of these claims could increase from the levels currently established.

B. LAWSUITS

Various lawsuits against the Company have arisen in the course of the
Company's business. In certain of these matters, large and/or
indeterminate amounts are sought.

In 1993, Prudential Securities Incorporated (PSI), a subsidiary of The
Prudential, entered into an agreement with the Securities and Exchange
Commission, the National Association of Securities Dealers, Inc., and
state securities commissions whereby PSI agreed to pay $330 million into
a settlement fund to pay eligible claims on certain limited partnership
matters. Under this agreement, if partnership matter claims exceed the
established settlement fund, PSI is obligated to pay such additional
claims.

In October 1994, the United States Attorney for the Southern District of
New York (the "U.S. Attorney") filed a complaint against PSI in
connection with its sale of certain limited partnerships.
Simultaneously, PSI entered into an agreement to comply with certain
conditions for a period of three years, and to pay an additional $330
million into the settlement fund. At the end of the three-year period,
assuming PSI has fully complied with the terms of the agreement, the
U.S. Attorney will institute no further action.

In the opinion of management, PSI is in compliance with all provisions
of the aforementioned agreements and, after consideration of applicable
accruals, the ultimate liability of such litigation, including
partnership settlement matters, will not have a material adverse effect
on the Company's financial position.

F-16

<PAGE> 17

INDEPENDENT AUDITORS' REPORT

To the Board of Directors of The Prudential Insurance Company of America
Newark, New Jersey

We have audited the accompanying consolidated statements of financial
position of The Prudential Insurance Company of America and subsidiaries as
of December 31, 1994 and 1993, and the related consolidated statements of
operations and changes in surplus and asset valuation reserve and of cash
flows for each of the three years in the period ended December 31, 1994.
These financial statements are the responsibility of the Company'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.
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 consolidated financial statements present fairly, in all
material respects, the financial position of The Prudential Insurance Company
of America and subsidiaries as of December 31, 1994 and 1993, and the results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1994 in conformity with generally accepted
accounting principles.

Deloitte & Touche LLP
Parsippany, New Jersey
March 1, 1995

F-17

<PAGE>
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA AND SUBSIDIARIES

The following financial statements relate to the conditions and operations of
The Prudential Insurance Company of America and its subsidiaries, and should be
distinquished from the financial statements set forth on the preceding pages
which relate solely to VCA-10, VCA-11 and VCA-24 respectively. As explained
above, the values of the interests of Participants under the Contracts are
affected by the investment results of VCA-10, VCA-11 and VCA-24 respectively. It
should not be assumed that presentation of the following financial statements
alters or extends the benefits or protections to Participants described in this
Statement of Additional Information.

[Financial Statements of The Prudential Insurance Company of America and
Subsidiaries begin on page 45]

44
<PAGE>

The Prudential Insurance Company of America BULK RATE
c/o Prudential Defined Contribution Services U.S. POSTAGE
Moosic, Pennsylvania 18507-1789 PAID
PERMIT No. 2145
Newark, N.J.

ADDRESS CORRECTION REQUESTED
FORWARDING AND
RETURN POSTAGE GUARANTEED

Prudential Defined Contribution Services

A Unit of

The Prudential Rock LOGO
<PAGE>

<TABLE>
<S> <C> <C> <C>
Item 24. Financial Statements and Exhibits

(a) Financial Statements

(1) Financial Statements of The Prudential Variable Contract Account-24
(Registrant) consisting of the Statements of Net Assets, as of December
31, 1994; the Statement of Operations for the period ended December 31,
1994; the Statements of Changes in Net Assets for the periods ended
December 31, 1994 and 1993; and the Notes relating thereto appear in
the statement of additional information (Part B of the Registration
Statement).

(2) Consolidated Financial Statements of The Prudential Insurance Company
of America (Depositor) and subsidiaries consisting of the Consolidated
Statements of Financial Position as of December 31, 1994 and 1993; the
Consolidated Statements of Operations and Changes in Surplus and Asset
Valuation Reserve/Mandatory Valuation Reserve and the Consolidated
Statements of Cash Flows for the years ended December 31, 1994, 1993
and 1992; and the Notes relating thereto appear in the statement of
additional information (Part B of the Registration Statement).
</TABLE>

<TABLE>
<S> <C> <C> <C>
(b) Exhibits

(1) Resolution of the Finance Incorporated by reference to
Committee of the Board of Exhibit (1) to this Registration
Directors of The Prudential Statement, filed April 4, 1987
Insurance Company of America (To be filed via EDGAR)
establishing The Prudential
Variable Contract Account-24

(3) Distribution Agreement between Incorporated by reference to
Prudential and The Prudential Exhibit (3) to this Registration
Series Fund, Inc. Statement, filed April 4, 1987
(To be filed via EDGAR)

(4) (a) Specimen Copy of Group Annuity Incorporated by reference to
Contract Form GVA-1000-87 for Exhibit 4(a) to Pre-Effective
individual retirement annuities Amendment No. 1 to this
Registration Statement, filed
April 24, 1987
(To be filed via EDGAR)

(a)(i) Specimen Copy of Group Incorporated by reference to
Annuity Contract Form GVA-1000-87 Exhibit (4)(a)(i) to
for individual retirement annuity Post-Effective Amendment No. 2 to
contracts issued after May 1, 1988 this Registration Statement, filed
April 8, 1988
(To be filed via EDGAR)

(a)(ii) Specimen Copy of Group Incorporated by reference to
Annuity Contract Form GVA-1000-87 Exhibit (4)(a)(ii) to
for individual retirement annuity Post-Effective Amendment No. 8 to
contracts issued after May 1, 1990 this Registration Statement, filed
April 30, 1990
(To be filed via EDGAR)
</TABLE>

C - 1
<PAGE>

<TABLE>
<S> <C> <C> <C>
(a)(iii) Specimen Copy of Group Incorporated by reference to
Annuity Contract Form GVA-1000-87 Exhibit (4)(a)(iii) to
for individual retirement annuity Post-Effective Amendment No. 10 to
contracts issued after May 1, 1991 this Registration Statement, filed
April 29, 1991
(To be filed via EDGAR)

(a)(iv) Specimen Copy of Group Incorporated by reference to
Annuity Amendment Form GAA-7793 Exhibit (4)(a)(iii) to
for individual retirement annuity Post-Effective Amendment No. 8 to
contracts issued before May 1, this Registration Statement, filed
1990 April 30, 1990
(To be filed via EDGAR)

(b) Specimen Copy of Group Annuity Incorporated by reference to
Contract Form GVA-120-87 for Exhibit (4)(b) to Pre-Effective
tax-deferred annuities Amendment No. 1 to this
Registration Statement, filed
April 24, 1987
(To be filed via EDGAR)

(b)(i) Specimen Copy of Group Incorporated by reference to
Annuity Contract Form GVA-120-87 Exhibit (4)(b)(i) to
for tax-deferred annuity contracts Post-Effective Amendment No. 2 to
issued after May 1, 1988 this Registration Statement, filed
April 8, 1988
(To be filed via EDGAR)

(b)(ii) Specimen Copy of Group Incorporated by reference to
Annuity Contract Form GVA-120-87 Exhibit (4)(b)(ii) to
for tax-deferred annuity contracts Post-Effective Amendment No. 8 to
issued after May 1, 1990 this Registration Statement, filed
April 30, 1990
(To be filed via EDGAR)

(b)(iii) Specimen Copy of Group Incorporated by reference to
Annuity Contract Form GVA-120-87 Exhibit (4)(b)(iii) to
for tax-deferred annuity contracts Post-Effective Amendment No. 10 to
issued after May 1, 1991 this Registration Statement, filed
April 29, 1991
(To be filed via EDGAR)

(b)(iv) Specimen Copy of Group Incorporated by reference to
Annuity Amendment Form GAA-7764 Exhibit (4)(b)(iii) to
for tax-deferred annuity contracts Post-Effective Amendment No. 8 to
issued before May 1, 1990 this Registration Statement, filed
April 30, 1990
(To be filed via EDGAR)

(c) Specimen Copy of Group Annuity Incorporated by reference to
Contract Form GVA-1010-87 for Exhibit (4)(c) to Pre-Effective
deferred compensation plans Amendment No. 1 to this
Registration Statement, filed
April 24, 1987
(To be filed via EDGAR)
</TABLE>

C - 2
<PAGE>

<TABLE>
<S> <C> <C> <C>
(c)(i) Specimen Copy of Group Incorporated by reference to
Annuity Contract Form GVA-1010-87 Exhibit (4)(c)(i) to
for deferred compensation plan Post-Effective Amendment No. 2 to
contracts issued after May 1, 1988 this Registration Statement, filed
April 8, 1988
(To be filed via EDGAR)

(c)(ii) Specimen Copy of Group Incorporated by reference to
Annuity Contract Form GVA-1010-87 Exhibit (4)(c)(ii) to
for deferred compensation plan Post-Effective Amendment No. 8 to
contracts issued after May 1, 1990 this Registration Statement, filed
April 30, 1990
(To be filed via EDGAR)

(c)(iii) Specimen Copy of Group Incorporated by reference to
Annuity Contract Form GVA-1010-87 Exhibit (4)(c)(iii) to
for deferred compensation plan Post-Effective Amendment No. 10 to
contracts issued a fter May 1, this Registration Statement, filed
1991 April 29, 1991
(To be filed via EDGAR)

(c)(iv) Specimen Copy of Group Incorporated by reference to
Annuity Amendment Form GAA-7792 Exhibit (4)(c)(iii) to
for deferred compensation plan Post-Effective Amendment No. 8 to
contracts issued before May 1, this Registration Statement, filed
1990 April 30, 1990
(To be filed via EDGAR)

(d) Specimen Copy of Group Annuity Incorporated by reference to
Contract Form GVA-1010-87 for Exhibit (4)(d) to Post-Effective
non-qualified deferred Amendment No. 2 to this
compensation plans Registration Statement, filed
April 8, 1988
(To be filed via EDGAR)

(5) Application and Enrollment Forms Incorporated by reference to
as revised for use after May 1, Exhibit (5) to Post-Effective
1991 Amendment No. 10 to this
Registration Statement, filed
April 29, 1991
(To be filed via EDGAR)

(6) (a) Certificate of Adoption of Incorporated by reference to
Amendments to Amended Charter of Exhibit (6)(a) to Post-Effective
Prudential and of the Adoption and Amendment No. 2 to this
Ratification of a new Amended Registration Statement, filed
Charter of such Corporation April 8, 1988
(includes restated Amended (To be filed via EDGAR)
Charter)

(b) By-Laws of Prudential, as Incorporated by reference to
amended January 10, 1995 Exhibit 99.2 to Post-Effective
Amendment No. 26 to the
Registration Statement of The
Prudential Variable Contract
Account-10, Registration No. 2-
76580, filed April , 1995
</TABLE>

C - 3
<PAGE>

<TABLE>
<S> <C> <C> <C>
(8) (a) Service Agreement between Incorporated by reference to
Prudential and The Prudential Exhibit (8)(a) to this
Asset Management Company, Inc. Registration Statement, filed
April 4, 1987
(To be filed via EDGAR)

(9) Opinion of Counsel and Consent to Incorporated by reference to
its use as to the legality of the Exhibit (9) to this Registration
securities being registered Statement, filed April 4, 1987
(To be filed via EDGAR)

(10) (a) Consent of independent public [Filed with this Amendment]
accountants

(b) Powers of Attorney

F. Agnew, F. Becker, Incorporated by reference to
W. Boeschenstein, Exhibit (9) to Post-Effective
L. Carter, J. Cullen Amendment No. 13 to the
C. Davis, R. Enrico, Registration Statement of The
A. Gilmour, W. Gray, Prudential Variable Appreciable
J. Hanson, C. Horner, Account, Registration No.
A. Jacobson, G. Keith, 33-20000, filed April , 1995
B. Malkiel, E. O'Hara,
J. Opel, A. Ryan,
C. Sitter, D. Staheli,
R. Thomson, P. Vagelos,
S. Van Ness, P. Volcker,
J. Williams

(13) Calculation of Performance Data [Filed with this Amendment]

(14) Financial Data Schedule [Filed with this Amendment]
</TABLE>

Item 25. Directors and Officers of the Depositor

Information about the Directors and Executive Officers of Prudential,
Registrant's depositor, appears under the heading of "Directors and Officers of
Prudential" in the Statement of Additional Information (Part B of this
Registration Statem ent).

Item 26. Persons Controlled by or Under Common Control with the Depositor or
Registrant

Registrant is a separate account of The Prudential Insurance Company of America,
a mutual life insurance company organized under the laws of the State of New
Jersey. The subsidiaries of Prudential are as shown on the Organization Chart on
pages following.

In addition to the subsidiaries shown on the Organization Chart, Prudential
holds all of the voting securities of Prudential's Gibraltar Fund, a Delaware
corporation, in three of its separate accounts. Prudential also holds directly
and in three of its separate accounts, shares of The Prudential Series Fund,
Inc., a Maryland corporation. The balance of the shares of The Prudential
Series, Inc. are held in separate accounts of Pruco Life Insurance Company and
Pruco Life Insurance Company of New Jersey, wholly-owned subsidiaries of
Prudential. All of the separate accounts referred to above are unit investment
trusts registered under the Investment Company Act of 1940. Prudential's
Gibraltar Fund and The Prudential Series Fund, Inc. are registered as open-end,
diversified management investment companies under the Investment Company Act of
1940. The shares of these investment companies are voted in accordance with the
instructions of persons having interests in the unit investment trusts, and
Prudential, Pruco Life Insurance Company and Pruco Life Insurance Company of New
Jersey vote the shares they hold directly in the same manner that they vote the
shares that they hold in their separate accounts.

C - 4
<PAGE>
Registrant may also be deemed to be under common control with The Prudential
Variable Contract Account-2, The Prudential Variable Contract Account-10, and
The Prudential Variable Contract Account-11, separate accounts of Prudential
registered as open-end, diversified management investment companies under the
Investment Company Act of 1940.

The Prudential is a mutual insurance company. Its financial statements include
the consolidated accounts of Prudential, its wholly-owned life insurance
subsidiary, Pruco Life Insurance Company, and its non-insurance subsidiaries on
a fully consolidated basis. The financial statements have been prepared in
conformity with generally accepted accounting principles, which as to the
Prudential and its insurance subsidiaries include statutory accounting practices
prescribed or permitted by state regulatory authorities for insurance companies.

C - 5
<PAGE>

<TABLE>
<S> <C> <C> <C>
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA AND ITS SUBSIDIARIES
(see page 2 for Direct and Indirect
Fine Homes, L.P. (1) subs)
Gibraltar Casualty Company
Health Venture Partners
HSG Health Systems Group Limited
Industrial Trust Company
Jennison Associates Capital Corp. JACC Services Corp.
Page & Gwyther Investments Limited
PGR Advisors I, Inc.
Clivco Nominees, Ltd.
Clive Discount Company, Ltd. Clive Agency Bond Broking Limited
Clivwell Securities, Ltd.
PRICOA Capital Group, Ltd.
PRICOA Funding Limited PRICOA Investment Company
PIC Holdings, Ltd.
PRICOA Property Investment Management Northern Retail Properties (General
Limited Partner) Limited
PRICOA P.I.M. (Regulated) Ltd.
TransEuropean Properties (General
Partnership) Ltd.
PRIcoa Realty Group Ltd.
PIC Realty Canada Limited
PREMISYS Real Estate Services, Inc.
PREMISYS Real Estate Services, Inc. of Colorado
The
PRICOA Vida, Sociedad Anonima de PRICOA Invest, Sociedad Anonima,
Seguros y Reaseguros S.G.C.
Prudential
PRICOA Vita S.p.A.
Insurance
(see pages 3-6 for Direct and
PRUCO, Inc. Indirect subs)
Company
Pruco Life Insurance Company of New
Jersey
of
The Prudential Life Insurance Company
Pruco Life Insurance Company of Arizona
America
Prudential Fund Management Limited
Prudential-Bache Capital Funding
Prudential Global Funding, Inc. (Swaps) Limited
Prudential Texas Residential Services
Prudential Homes Corporation Corporation
Prudential Mortgage Asset Corporation
Prudential Mortgage Asset Corporation
II
Prudential Mutual Fund Management,
Inc. (2)
Prudential of America General
Insurance Company (Canada) OTIP/RAEO Insurance Company, Inc. (3)
Prudential of America Life Insurance
Company (Canada) (4)
Prudential Private Placement
Investors, Inc.
Prudential Realty Securities II, Inc.
(5)
Prudential Select Life Insurance
Prudential Select Holdings, Inc. Company of America
Prudential Service Bureau, Inc.
PruServicos Participacoes, S.A. (6)
Residential Services Corporation of (see page 2 for Direct and Indirect
America subs)
The Prudential Insurance Company of
New Jersey
(see page 7 for Direct and Indirect
The Prudential Investment Corporation subs)
The Prudential Life Insurance Company
of Korea, Ltd.
The Prudential Life Insurance
Company, Ltd.
The Prudential Real Estate (see page 2 for Direct and Indirect
Affiliates, Inc. subs)
U.S. High Yield Management Company
</TABLE>

<TABLE>
<S> <C> <C>
6/30/94 (1) Fine Homes, L.P. is a partnership which owns subsidiaries.
(2) Prudential Mutual Fund Management, Inc. is 85% owned by Prudential Securities
Incorporated and 15% owned by The Prudential.
(3) OTIP/RAEO Insurance Company, Inc. is 95% owned by Prudential of America General
Insurance Company (Canada) and 5% owned by OTIP Insurance Brokers, Inc.
(4) Prudential of America Life Insurance Company (Canada) is 75% owned by The
Prudential and 25% is owned by PPI Financial Group, Ltd.
(5) Prudential Realty Securities II, Inc. is 87% owned by The Prudential and 13%
owned by PRUCO, Inc.
(6) PRUCO, Inc. owns 13 shares (less than 1%) of PruServicos Participacoes, S.A.
</TABLE>

C - 6
<PAGE>

<TABLE>
<S> <C> <C> <C>
Major Escrow Corp.
ML/MSB Acquisition Inc.
PRIcoa Relocation Management, Ltd.
PRS Escrow Services, Inc.
Fine Homes, LP
Prudential Community Interaction
Consulting, Inc.
(from p. 1)
Prudential New York Homes Corporation
Prudential Oklahoma Homes Corporation
The
Prudential Relocation Management
Company of Canada Ltd.
Prudential
The Relocation Funding Corporation of
America
Insurance
Lender's Service, Inc. Lender's Service Title Agency, Inc.
Company
Residential
of Services
Private Label Mortgage Services
Corporation
America Corporation
Securitized Asset Sales, Inc.
of America
Securitized Asset Services
Corporation
(from p. 1)
The Prudential Home Mortgage Company, The Prudential Home Mortgage
Inc. Securities Co. Inc.
The Prudential
Real Estate
The Prudential Real Estate Financial The Prudential Real Estate Financial
Services of America, Inc. Services of Long Island, Inc.
Affiliates, Inc.
The Prudential Referral Services,
Inc.
(from p. 1)
</TABLE>

C - 7
<PAGE>

<TABLE>
<S> <C> <C> <C> <C>
Capital Agricultural Property
Services, Inc.
Flor-Ag Corporation
P.G. Realty, Inc.
PIC Realty Corporation
Pruco Securities Corporation
Pruco Services, Inc.
Prudential Agricultural
Credit, Inc.
Prudential Capital and (See Pages 4-6 for Direct and
Investment Services, Inc. Indirect subs)
Prudential Dental Maintenance
Organization, Inc.
Prudential Direct, Inc.
Prudential Equity Investors,
Inc.
Prudential Funding
Corporation
Prudential Health Care Plan,
Inc.
Prudential Health Care Plan
of California, Inc.
Prudential Health Care Plan
of Connecticut, Inc.
The
Prudential Health Care Plan
of Georgia, Inc.
Prudential
PRUCO,
Prudential Health Care Plan
Insurance of New York, Inc.
Company Inc. (1)
Prudential Holdings, Inc.
of (from p. 1)
Prudential Institutional Fund
Management, Inc.
America
Prudential Commercial Prudential Insurance
Insurance Company Brokerage, Inc.
Prudential Property and Prudential General Insurance
Casualty Insurance Company
The Prudential Property and
Casualty General Agency, Inc.
The Prudential Property and
Casualty Insurance
Company of New Jersey
Prudential Realty
Partnerships, Inc.
Prudential Realty Securities,
Inc.
Prudential Realty Securities
II, Inc. (2)
Prudential Reinsurance Prudential Reinsurance
Holdings, Inc. Company Le Rocher Reinsurance, Ltd.
Prudential National Insurance
Company
Prudential Retirement
Services, Inc.
Prudential Trust Company PTC Services, Inc.
Prudential Uniformed Services
Administrators, Inc.
The Prudential Bank and Trust
Company PBT Mortgage Corporation
The Prudential Savings Bank,
F.S.B.
</TABLE>

<TABLE>
<S> <C>
(1) PRUCO, Inc. owns 13 shares (less than 1%) of PruServicos Participacoes, S.A.
(2) Prudential Realty Securities II, Inc. is 87% owned by The Prudential and 13%
owned by PRUCO, Inc.
</TABLE>

C - 8
<PAGE>

<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Lapine Technology
Corporation
Lapine
Holding
Company
(1)
PruCapital Management,
Inc.
Prudential
Prudential Interfunding
Corp.
Capital
NNW Utility Funding II,
Corporation PruLease, Inc. Inc.
Bache Insurance Agency
of Arkansas, Inc.
Prudential-Bache
Bache Insurance Agency Securities (Germany)
of Louisiana, Inc. Inc.
BraeLoch Successor (See page 5 for Direct
Corporation and Indirect subs)
PB Bullion Company, Inc.
PB Services (U.K.)
PGR Advisors, Inc.
Prudential-Bache
Agriculture Inc.
Prudential-Bache Capital
Funding (Australia)
Limited
Prudential-Bache Capital
Funding BV Audley Finance BV
Prudential-Bache Energy
Corp.
Prudential-Bache Energy
Production Inc.
Prudential-Bache Prudential-Bache
Holdings Inc. Partners Inc.
Prudential-Bache
International (U.K.) (See page 6 for Direct
Limited and Indirect subs)
Prudential-Bache
Investor Services, Inc.
The
Prudential
Prudential-Bache
Investor Services II,
Inc.
Capital
Prudential and
Prudential-Bache Leasing
Inc.
Insurance
PRUCO,
Inc. Investment
Prudential
Prudential-Bache
Company Minerals, Inc.
Services,
of Inc. Securities
Prudential-Bache Program
Services Inc.
Group,
America from p.3) Inc.
Prudential-Bache Equitec Venture Corp.
Properties, Inc. III., Inc.
Prudential-Bache Real
Estate, Inc.
Prudential-Bache
Securities (Australia) (See page 5 for Direct
Limited Subs)
Prudential-Bache Trade
Services, Inc. PB Trade Ltd.
Prudential-Bache Forex
(Hong Kong) Limited
Prudential-Bache Forex Prudential Bache Forex
(USA) Inc. (U.K.) Limited
Prudential-Bache
Transfer Agent Services,
Inc.
Prudential Securities (See page 6 for Direct
Incorporated and Indirect subs)
Prudential Securities
Financial Asset Funding
Corp.
Prudential Securities
Lease Holding Inc.
Prudential Securities
Municipal Derivatives,
Inc.
Prudential Securities
Realty Funding
Corporation
Prudential Securities
Secured Financing
Corporation
Prudential Securities
Structured Assets, Inc. P-B Finance, Ltd.
R&D Funding Corp.
Seaport Futures
Management, Inc.
Special Situations
Management Inc.
The PRICOA International
Bank S.A.
</TABLE>

<TABLE>
<S> <C>
(1) Lapine Holding Company is 66.7% owned by Prudential Capital and Investment
Services, Inc., 28.3% owned by Kyocera Corp. and 5% owned by Kyocera (Hong Kong)
Ltd.
</TABLE>

C - 9
<PAGE>

<TABLE>
<S> <C> <C> <C> <C> <C> <C>
BraeLoch
Successor
Corporation BraeLoch Holdings, Inc.
The (from p. 4)
Prudential
Prudential
Bache Nominees, Limited
Insurance Prudential
Capital
PRUCO, and Securities
Corcarr Funds Management
Limited
Group,
Company Inc. Investment Inc. Prudential-Bache
Corcarr Management Pty.
Limited
Services,
of Inc. Securities
Corcarr Nominees Pty.
Limited
America (Australia)
Corcarr Superannuation
Limited Pty. Limited
(from p. 4)
Divsplit Nominees Pty.
Limited
PruBache Nominees Pty.
Limited
Graham Depository Company
II
Graham Depository Company
Series IV
Graham Energy, Ltd.
Graham
Crescent Drilling &
Graham Exploration, Ltd. Development, Inc.
Resources, Inc.
Graham Royalty, Ltd. Graham Production Company
Graham Securities
Corporation
</TABLE>

C - 10
<PAGE>

<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Clive Discount Holdings
International Limited
Page & Gwyther Holdings
Limited
Prudential-
Page & Gwyther Limited
Bache
Prudential-Bache Capital
International Funding (Equities) Limited Circle (Nominees) Limited
(U.K.) Limited
Prudential-Bache Capital
Funding (Gilts) Limited
(from p. 4)
Prudential-Bache Capital
Funding (Money Brokers)
Limited
Prudential-Bache (Futures)
Limited
Prudential-Bache
Interfunding (U.K.) Limited
Bache & Co. (Lebanon) S.A.L.
Bache & Co. S.A. de C.V.
(Mexico)
Bache Halsey Stuart Shields
(Antilles) N.V.
Bache Insurance Agency,
Incorporated
Bache Insurance of Arizona
Inc.
Bache Insurance of Kentucky,
Inc.
Bache Shields Securities
Corporation
Banom Corporation
Gelfand, Quinn & Associates
Inc.
The
Prudential Securities
P-B Holding Japan Inc. (Japan) Ltd.
Prudential
Prudential
Prudential
Prudential
Prudential-Bache Brokerage
(Hong Kong) Limited
Insurance
Capital
PRUCO, and Securities Securities
Prudential-Bache Futures
Asia Pacific Ltd.
Investment
Company Services, Group, Incorporated
of Inc. Inc. Inc. (from p. 4)
Prudential-Bache Futures
(Hong Kong) Limited
America
Prudential-Bache Securities
Asia Pacific Ltd.
Prudential-Bache Securities
(Belgium) Inc.
Prudential-Bache Securities
(Espana) S.A.
Prudential-Bache Securities
(France) S.A.
Prudential-Bache Securities
(Greece) S.A.
Prudential-Bache Securities Prudential-Bache Securities
(Holland) Inc. (Holland) N.V.
Prudential-Bache Securities
(Hong Kong) Limited
Prudential-Bache Securities
(Luxembourg) Inc.
Prudential-Bache Securities
(Monaco) Inc.
Prudential-Bache Securities
(Switzerland) Inc.
Prudential-Bache Securities
(U.K.) Inc. Shields Model Roland Company
Prudential Mutual Fund
Distributors, Inc.
Prudential Mutual Fund Prudential Mutual Fund
Management, Inc. (1) Services, Inc.
Prudential Securities
Futures Management, Inc.
Prudential Securities
(Argentina) Inc.
Prudential Securities (South Prudential Securities
America) Inc. (Uruguay) S.A.
Shields Model Roland
Securities Incorporated
</TABLE>

<TABLE>
<S> <C>
(1) Prudential Mutual Fund Management, Inc. is 85% owned by Prudential Securities
Incorporated and 15% owned by The Prudential.
</TABLE>

C - 11
<PAGE>

<TABLE>
<S> <C> <C> <C>
Amicus Investment Company
Global Income Fund Management Company, S.A.
Global Series Fund II Management Company, S.A.
Gateway Holdings, S.A.
Jennison Long Bond Management Company
PAEC Management Company
Prudential Asset Sales and Syndications, Inc.
Prudential Home Building Investors, Inc.
PruSupply, Inc. PruSupply Capital Assets, Inc.
The
The
CSI Asset Management, Inc.
Prudential Prudential
The Enhanced Investment Technologies, Inc.
Insurance Investment
Mercator Asset Management, Inc.
Company Corporation
PCM International, Inc.
of (from p.1)
The Prudential Asset Management Company, Inc.
Prudential Asia Investments
America Limited (1)
The Prudential Asset Management Company
Securities Corporation
Prudential Timber Investments, Inc. (2)
The Prudential Investment Advisory Company,
Ltd.
The Prudential Property Company, Inc.
The Prudential Realty Advisors, Inc.
Texas Rio Grande Other Assets Group Company,
Inc.
</TABLE>

PAMA (Indonesia) Limited (4)
PAMA (Singapore) Private Limited
Prudential Asset Management
Prudential Asia DBS Limited
(3)
Asia Hong Kong Ltd.
PT PAMA Indonesia (5)
Prudential Asset Management
Asia Limited (BVI)
Prudential-Bache Capital
Prudential-Bache Capital
Funding Asia (Hong Kong) Limited
Funding Asia Limited
S.J. Bedding B.V.
Simmons Company Limited (6)
Prudential Asia Fund
Management Limited (BVI)
Simmons Bedding & Furniture (HK) Ltd
(6) Simmons Asia Limited (7)
Simmons (Southeast Asia)
Private Limited
Prudential Asia Fund
Management Limited
Prudential Asia Fund
Managers (HK) Limited
</TABLE>

<TABLE>
<S> <C>
(1) The Prudential Asset Management Company, Inc. and Prudential Securities Group,
Inc. each own 50% of preferred stock and The Prudential Asset Management
Company, Inc. owns 100% common stock.
(2) The Prudential owns 6 shares (100%) of preferred stock in Prudential Timber
Investments, Inc.
(3) Prudential Asia DBS Limited is 50% owned by Prudential Asia Investments Limited
and 50% owned by DBS, Inc.
(4) PAMA (Indonesia) Limited is 75% owned by Prudential Asset Management Asia
Limited (BVI), 15% owned by BDNI and 10% by IFC.
(5) PT PAMA Indonesia is 65% owned by Prudential Asset Management Asia Limited
(BVI), 20% owned by BDNI and 15% by IFC.
(6) Simmons Co. Limited and Simmons Bedding & Furniture (HK) Ltd. are 66.24% owned
by S.J. Bedding B.V. and 6.8% owned by Simmons U.S.A., 15% owned by others and
12% by management.
(7) Simmons Asia Limited is 90% owned by Simmons Bedding & Furniture (HK) Ltd. and
10% owned by Simmons U.S.A.
</TABLE>

C - 12
<PAGE>
06/30/94

SHORT DESCRIPTION OF EACH SUBSIDIARY

<TABLE>
<S> <C>
A. SUBSIDIARIES OF THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

1. FINE HOMES, L.P. (A Limited Partnership) (99% owned by Prudential, the limited
partner, and 1% owned by Prudential Homes Corporation, the general partner) (See
Section C for direct and indirect subsidiaries)

A limited partnership to hold real estate related subsidiaries.

2. GIBRALTAR CASUALTY COMPANY (Incorporated in Delaware) (100%)

Previously wrote unusual and non-standard property and casualty risks on a
Surplus Line basis. The company is currently servicing policies that it had
issued, but is not actively seeking new business.

3. HEALTH VENTURE PARTNERS (Incorporated in Illinois) (100%)

Operates as a general partner of the joint venture Rush Prudential Health Plans.

4. HSG HEALTH SYSTEMS GROUP LIMITED (Incorporated in Canada) (100%)

Provides consulting and administrative services to corporate fitness facilities
and wellness programs in Canada.

5. INDUSTRIAL TRUST COMPANY (Incorporated in Prince Edward Island, Canada) (100%)

Holds a permit to operate as a trust and loan company in Prince Edward Island.
Currently inactive.

6. JENNISON ASSOCIATES CAPITAL CORP. (Incorporated in New York) (100%)

Provides institutional clients (employee benefit plans, endowments, foundations,
etc.) with discretionary management of portfolios investing in stocks and bonds
and acts as an advisor to The Prudential Institutional Fund.

6a. JACC SERVICES CORP. (Incorporated in New York) (Owned by Jennison Associates
Capital Corp.) (100%)

Provides computer and accounting support necessary to handle portfolio
accounting and reporting.

7. PAGE & GWYTHER INVESTMENTS LIMITED (Incorporated in U.K.) (100%)

Inactive. In liquidation.

8. PGR ADVISORS I, INC. (Incorporated in Delaware) (100%)

A general partner which provides management, advisory, and administrative
services to Global Realty Advisors, a Bermudian partnership that acts as
investment manager to the Prudential Global Real Estate Investment Programme.

9. PIC HOLDINGS, LTD. (Incorporated in U.K.) (100%) (See section B for direct and
indirect subsidiaries)
</TABLE>

C - 13
<PAGE>
<TABLE>
<S> <C>
Acts as a holding company to house the operating entities of Clive Discount
Company, Ltd., Clivco Nominees, Clive Agency Bond Broking, Ltd., Clivwell
Securities, Ltd., PRICOA Capital Group, Ltd., PRICOA Property Investment
Management, Ltd., PRICOA P.I.M. (Regulated) Ltd., TransEuropean Properties
(General Partnership) Ltd., and Northern Retail Properties (General Partnership)
Ltd.

10. PIC REALTY CANADA LIMITED (Incorporated in Canada) (100%)

Owns, develops, operates, manages and leases real estate in Canada.

11. PREMISYS REAL ESTATE SERVICES INC. (Incorporated in Pennsylvania) (100%)

Provides real estate properties/facilities management for The Prudential and
third parties and advisory services with respect to activities of this type.

11a. PREMISYS REAL ESTATE SERVICES INC. OF COLORADO (Incorporated in Colorado) (Owned
by Premisys Real Estate Services, Inc.) (100%)

Provides real estate management and related services to unrelated third parties
in Colorado.

12. PRICOA VIDA, SOCIEDAD ANONIMA DE SEGUROS Y REASEGUROS (Incorporated in Spain)
(Less than 1% owned by PRICOA Vida, Sociedad Anonima de Seguros y Reaseguros,
PRUCO, Inc., and The Prudential Investment Corporation. The remainder is owned
by The Prudential)

Conducts individual life, group pension and group life business in Spain.

12a. PRICOA INVEST, SOCIEDAD ANONIMA, S.G.C. (Incorporated in Spain) (100% owned by
PRICOA Vida Sociedad Anonima de Seguros y Reaseguros)

Licensed to engage in third party investment management and actuarial consulting
in Spain.

13. PRICOA VITA S.P.A. (Incorporated in Italy) (100%)

Organized to sell life insurance and related financial products within Italy.

14. PRUCO, INC. (Incorporated in New Jersey) (100%) (See Section F for direct and
indirect subsidiaries)

A holding company for other subsidiaries.

15. PRUCO LIFE INSURANCE COMPANY (Incorporated in Arizona) (100%)

Conducts individual life insurance and single pay deferred annuity business in
all states except New York. In addition, the Company markets individual life
insurance through it's branch office in Taiwan.

15a. PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY (Incorporated in New Jersey) (Owned
by Pruco Life Insurance Company) (100%)

Issues a product line corresponding to that of Pruco Life Insurance Company in
the states of New Jersey and New York.

15b. THE PRUDENTIAL LIFE INSURANCE COMPANY OF ARIZONA (Incorporated in Arizona)
(Owned by Pruco Life Insurance Company) (100%)
</TABLE>

C - 14
<PAGE>
<TABLE>
<S> <C>
A company licensed to sell life insurance in the state of Arizona.

16. PRUDENTIAL FUND MANAGEMENT LIMITED (Incorporated in Canada) (100%)

Manages and distributes mutual funds in Canada.

17. PRUDENTIAL GLOBAL FUNDING, INC. (Incorporated in Delaware) (100%)

Provides interest rate and currency swaps and other derivative products.

18. PRUDENTIAL-BACHE CAPITAL FUNDING (SWAPS) LIMITED (Incorporated in Canada) (Owned
by Prudential Global Funding, Inc.) (100%)

In liquidation.

19. PRUDENTIAL HOMES CORPORATION (Incorporated in New York) (100%)

Acts as the sole general partner of Fine Homes, L.P. and Prudential Residential
Services, Limited Partnership. It also acts as one of the two general partners
of
The Prudential Relocation Management, Limited Partnership.

19a. PRUDENTIAL TEXAS RESIDENTIAL SERVICES CORPORATION (Incorporated in Texas) (Owned
by Prudential Homes Corporation) (100%)

Acts as one of the two general partners of The Prudential Relocation Management,
Limited Partnership

20. PRUDENTIAL MORTGAGE ASSET CORPORATION (Incorporated in Delaware) (100%)

Formed to invest in mortgage related assets, mortgage loans and mortgage
pass-through certificates.

21. PRUDENTIAL MORTGAGE ASSET CORPORATION II (Incorporated in Delaware) (100%)

Formed to invest in mortgage pass-through certificates.

22. PRUDENTIAL MUTUAL FUND MANAGEMENT, INC. (Incorporated in Delaware) (15% owned by
The Prudential and 85% owned by Prudential Securities Incorporated)

Acts as a registered investment advisor under the Investment Advisors Act of
1940 and engages in investment supervisory and related functions associated with
developing and servicing mutual funds. The company commenced operation on July
1, 1987.

23. PRUDENTIAL OF AMERICA GENERAL INSURANCE COMPANY (CANADA) (Incorporated in
Canada) (100%)

Provides automobile and homeowner insurance in Canada.

23a. OTIP/RAEO INSURANCE COMPANY, INC. (Incorporated in Canada) (95% owned by
Prudential of America General Insurance Company [Canada])

Provides automobile and homeowner insurance in Canada. This company markets its
products to those employed in the education sector.

24. PRUDENTIAL OF AMERICA LIFE INSURANCE COMPANY (CANADA) (Incorporated
in Canada) (75%)
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Markets specialized life insurance products to the upper income segment of the
Canadian market place.

25. PRUDENTIAL PRIVATE PLACEMENT INVESTORS, INC. (Incorporated in New Jersey) (100%)

Serves as General Partner to a newly formed partnership, Prudential Private
Placement Investors, L.P. ("PPPI, LP"), a Delaware limited Partnership. It is
anticipated that PPPI, LP will provide investment advisory services to pension
plans and other institutional investors.

26. PRUDENTIAL REALTY SECURITIES II, INC. (Incorporated in Delaware) (87% owned by
The Prudential and 13% owned by PRUCO, Inc.)

Issues bonds secured by real estate mortgages.

27. PRUDENTIAL SELECT HOLDINGS, INC. (Incorporated in Delaware) (100%)

A holding company for the Prudential Select Life Insurance Company of America.

28. PRUDENTIAL SELECT LIFE INSURANCE COMPANY OF AMERICA (Incorporated in Minnesota)
(Owned by Prudential Select Holdings, Inc.) (100%)

Intends to sell universal life insurance products to upper income and high net
worth individuals and corporations in all states except New York.

29. PRUDENTIAL SERVICE BUREAU, INC. (Incorporated in Kentucky) (100%)

Provides administrative services for employee benefits packages (i.e. COBRA and
FLEX) and pays medical and dental claims.

30. PRUSERVICOS PARTICIPACOES, S.A. (Incorporated in Brazil) (Less than 1% owned by
PRUCO, Inc. The remainder owned by The Prudential Insurance Company of America.)

A holding company owning preferred shares, having certain limited voting rights,
representing 49 percent of the share capital of Atlantica-Prudential
Participacoes S.A., which in turn owns approximately 95 percent of the share
capital of Prudential-Atlantica Companhia Brasileria de Seguros, a Brazilian
property and casualty insurer.

31. RESIDENTIAL SERVICES CORPORATION OF AMERICA (Incorporated in Delaware) (100%)
(See Section D for direct and indirect subsidiaries)

A company which engages in the activities of its direct wholly owned
subsidiaries: Lender's Service, Inc., Private Label Mortgage Services
Corporation, Securitized Asset Sales, Inc., Securitized Asset Services
Corporation and The Prudential Home Mortgage Company, Inc., and their
subsidiaries.

32. THE PRUDENTIAL INSURANCE COMPANY OF NEW JERSEY (Incorporated in New Jersey)
(100%)

A life insurance company which presently is qualified only in New Jersey. It has
not yet commenced as an insurance business.

33. THE PRUDENTIAL INVESTMENT CORPORATION (Incorporated in New Jersey) (100%) (See
Section H for direct and indirect subsidiaries)
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Has responsibility for the investment business of The Prudential. It in turn
owns all the outstanding stock of Gateway Holdings, S.A., Prudential Asset Sales
and Syndications, Inc., Prudential Home Building Investors, Inc., PruSupply,
Inc., The Prudential Asset Management Company, Inc., The Prudential Investment
Advisory Company, Ltd., The Prudential Mortgage Capital Company, Inc. (a
Delaware corporation), The Prudential Property Company, Inc., and The Prudential
Realty Advisors, Inc.

34. THE PRUDENTIAL LIFE INSURANCE COMPANY OF KOREA, LTD. (Incorporated in Korea)
(100%)

Organized to sell life insurance products within Korea.

35. THE PRUDENTIAL LIFE INSURANCE COMPANY, LTD. (Incorporated in Japan) (100%)

Organized to sell traditional and variable life insurance products within Japan.

36. THE PRUDENTIAL REAL ESTATE AFFILIATES, INC. (Incorporated in Delaware)
(100%) (See Section E for direct and indirect subsidiaries)

Offers independently owned residential real estate brokerage franchises.

37. U.S. HIGH YIELD MANAGEMENT COMPANY (Incorporated in New Jersey) (100%)

Provides management services (through the Capital Markets Group) to the U.S.
High Yield Fund, a high yield corporate bond fund organized in Luxembourg.

B. SUBSIDIARIES OF PIC HOLDINGS, LTD.

1. CLIVE DISCOUNT COMPANY, LTD. (Incorporated in U.K.) (Owned by PIC Holdings,
Ltd.) (100%)

Operates as a discount house in the London market.

1a. CLIVCO NOMINEES (Incorporated in the U.K.) (Owned by Clive Discount Company,
Ltd.) (100%)

Inactive.

1b. CLIVE AGENCY BOND BROKING, LIMITED (Incorporated in U.K.) (Owned by Clive
Discount Company, Ltd.) (100%)

Identifies attractive investment opportunities in the business of brokering
Government Bonds in the United Kingdom and continental Europe.

2. CLIVWELL SECURITIES, LTD. (Incorporated in U.K.) (Owned by PIC Holdings, Ltd.)
(100%)

An investment company which consists of Mithras Investment Trust holdings and an
8.5% interest in a real estate investment trust which holds a leasehold interest
in a 12 story commercial building in London, England.

3. PRICOA CAPITAL GROUP, LTD. (Incorporated in U.K.) (Owned by PIC Holdings, Ltd.)
(100%)

Identifies attractive investment opportunities in the United Kingdom and
continental Europe.
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4. PRICOA FUNDING LIMITED (Incorporated in U.K.) (Owned by PIC Holdings, Ltd.)
(100%)

A finance company borrowing capital from The Prudential, and lending the capital
to its subsidiary company PRICOA Investment Company to fund its investment
activities.

4a. PRICOA INVESTMENT COMPANY (Incorporated in U.K.) (Owned by PRICOA Funding
Limited) (100%)

To identify attractive investment opportunities in the United Kingdom and
continental Europe for sale to, or manged on behalf of, third party clients.

5. PRICOA PROPERTY INVESTMENT MANAGEMENT, LIMITED (Incorporated in U.K.) (Owned by
PIC Holdings, Ltd.) (100%)

Provides investment management and investment advisory services to international
institutional clients who invest in U.K. and continental European real estate.

5a. NORTHERN RETAIL PROPERTIES (GENERAL PARTNER) LTD. (Incorporated in U.K.) (Owned
by PRICOA Property Investment Management, Ltd.) (100%)

Serves as general partner to Northern Retail Property Ltd. Partnership. A U.K.
limited partnership whose principle activity is investment in three retail units
in northern Britain.

5b. PRICOA P.I.M. (REGULATED) LTD. (Incorporated in the U.K.) (Owned by PRICOA
Property Investment Management, Ltd.) (100%)

Provides investment management and investment advisory services to international
institutional clients who invest in U.K. and continental European real estate.

5c. TRANSEUROPEAN PROPERTIES (GENERAL PARTNERSHIP) LTD. (Incorporated in the U.K.)
(Owned by PRICOA Property Investment Management, Ltd.) (100%)

Serves as general partner to TransEuropean Property Limited Partnership, A U.K.
limited partnership. The principal activity of TransEuropean Property Limited
Partnership is investment in European property.

6. PRICOA REALTY GROUP LIMITED (Incorporated in U.K.) (Owned by PIC Holdings, Ltd.)
(100%)

Provides international real estate services to PGR Advisors I, Inc. in
connection with the Prudential Global Real Estate Programme, and provides The
Prudential with a presence in London to monitor developments and identify
attractive investment opportunities in European property markets.

C. SUBSIDIARIES OF FINE HOMES, L.P.

Subsidiaries C.1 through C.9 are 100% owned by Prudential Residential Services,
Limited Partnership ("PRS LP").

1. MAJOR ESCROW CORP. (Incorporated in California) (100%)

Inactive.

2. ML/MSB ACQUISITION INC. (Incorporated in Delaware) (100%)

Acts as the general partner of Moran, Stahl & Boyer, L.P.
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3. PRICOA RELOCATION MANAGEMENT, LTD. (Incorporated in U.K.) (100%)

Involved in the relocation consulting business.

4. PRS ESCROW SERVICES, INC. (Incorporated in California) (100%)

Inactive.

5. PRUDENTIAL COMMUNITY INTERACTION CONSULTING, INC. (Incorporated in Delaware)
(100%)

Acts as a holding company for subsidiaries which are involved the residential
real estate referral business.

6. PRUDENTIAL NEW YORK HOMES CORPORATION (Incorporated in New York) (100%)

General partner of Prudential Louisiana Homes General Partnership, a New York
Partnership, Prudential Insurance Services Limited Partnership, a New York
Partnership, Landvest, a New York general partnership, Moran, Stahl & Boyer, a
New York general partnership, and Prudential Relocation Management, a New York
general partnership.

7. PRUDENTIAL OKLAHOMA HOMES CORPORATION (Incorporated in Oklahoma) (100%)

Inactive.

8. PRUDENTIAL RELOCATION MANAGEMENT COMPANY OF CANADA LTD. (Incorporated in
Ontario, Canada) (100%)

Involved in the relocation business.

9. THE RELOCATION FUNDING CORPORATION OF AMERICA (Incorporated in California)
(100%)

Involved in the relocation business.

D. SUBSIDIARIES OF RESIDENTIAL SERVICES CORPORATION OF AMERICA

1. LENDER'S SERVICE, INC. (Incorporated in Delaware) (100%)

Obtains residential mortgage appraisals on behalf of mortgage lenders, provides
title agency services, and manages the provision of closing services.

1a. LENDER'S SERVICE TITLE AGENCY, INC. (Incorporated in Ohio) (Owned by Lender's
Service, Inc.) (100%)

Acts as a title agent in the state of Ohio.

2. PRIVATE LABEL MORTGAGE SERVICES CORPORATION (Incorporated in Delaware) (100%)

Provides residential mortgage loan underwriting and origination services to
other companies for a fee.

3. SECURITIZED ASSET SALES, INC. (Incorporated in Delaware) (100%)

Offers residential mortgage loan securitization services and sells public and
private mortgage-backed securities.

4. SECURITIZED ASSET SERVICES CORPORATION (Incorporated in New Jersey) (100%)
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Offers security administration services and master servicing.

5. THE PRUDENTIAL HOME MORTGAGE COMPANY, INC. (Incorporated in New Jersey) (100%)

Finances residential mortgage loans, through direct origination and purchases,
services and sells residential mortgage loans, and engages in other residential
mortgage banking activities.

5a. THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC. (Incorporated in Delaware)
(Owned by The Prudential Home Mortgage Company, Inc.) (100%)

Sells public and private mortgage-backed securities.

E. SUBSIDIARIES OF THE PRUDENTIAL REAL ESTATE AFFILIATES

1. THE PRUDENTIAL REAL ESTATE FINANCIAL SERVICES OF AMERICA, INC. (Incorporated in
California) (100%)

Acts as a general partner in mortgage brokerage limited partnerships with
affiliates of franchisees of The Prudential Real Estate Affiliates, Inc.

1a. THE PRUDENTIAL REAL ESTATE FINANCIAL SERVICES OF LONG ISLAND, INC. (Incorporated
in California) (Owned by The Prudential Real Estate Financial Services of
America, Inc.) (100%)

Acts as a general partner in a New York based mortgage brokerage limited
partnership with a franchisee of The Prudential Real Estate Affiliates, Inc.

2. THE PRUDENTIAL REFERRAL SERVICES, INC. (Incorporated in Delaware) (100%)

Operates a residential real estate referral network.

F. SUBSIDIARIES OF PRUCO, INC.

1. CAPITAL AGRICULTURAL PROPERTY SERVICES, INC. (Incorporated in Delaware) (100%)

Provides management and real estate brokerage services for agricultural
properties of The Prudential and others.

2. FLOR-AG CORPORATION (Incorporated in Florida) (100%)

Engages primarily in the purchase, development, operation, lease and sale of
farmland in Florida.

3. P.G. REALTY, INC. (Incorporated in Nebraska) (100%)

Engages primarily in the purchase, development, operation, lease and sale of
farmland in Nebraska.

4. PIC REALTY CORPORATION (Incorporated in Delaware) (100%)

Owns, develops, operates, manages and leases real estate in the United States.

5. PRUCO SECURITIES CORPORATION (Incorporated in New Jersey) (100%)
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Acts as a registered securities broker-dealer, licensed in every state,
Washington D.C. and Guam. Serves primarily as the medium through which
registered agents of The Prudential sell Prudential Securities Incorporated
mutual funds and offer variable products from Pruco Life and The Prudential.

6. PRUCO SERVICES, INC. (Incorporated in New Jersey) (100%)

Provides clinical bioanalytical services to The Prudential, as well as to other
insurance companies and industries in the United States and Canada.

7. PRUDENTIAL AGRICULTURAL CREDIT, INC. (Incorporated in Tennessee) (100%)

Provides a broad range of financial services to agriculture, including farm real
estate mortgages, short term financing and equipment leasing.

8. PRUDENTIAL CAPITAL AND INVESTMENT SERVICES, INC. (Incorporated in Delaware)
(100%) (See Section G for direct and indirect subsidiaries)

A holding company for other subsidiaries.

9. PRUDENTIAL DENTAL MAINTENANCE ORGANIZATION, INC. (Incorporated in Texas) (100%)

A Dental Maintenance Organization which serves the state of Texas.

10. PRUDENTIAL DIRECT, INC. (Incorporated in Georgia) (100%)

Provides direct response and direct marketing services to The Prudential and its
subsidiaries.

11. PRUDENTIAL EQUITY INVESTORS, INC. (Incorporated in New York) (100%)

As a registered investment advisor, it makes private equity investments for
The Prudential and others.

12. PRUDENTIAL FUNDING CORPORATION (Incorporated in New Jersey) (100%)

Serves as a financing company for The Prudential and its subsidiaries. Funds are
obtained primarily through the issuance of commercial paper, private placement
medium term notes, Eurobonds, Eurocommercial paper, Euro-medium term notes and
master notes.

13. PRUDENTIAL HEALTH CARE PLAN, INC. (Incorporated in Texas) (100%)

A federally-qualified Health Maintenance Organization which serves the New
Jersey; Houston, Dallas, San Antonio and Austin, Texas; Nashville and Memphis,
Tennessee; Chicago, Illinois; Jacksonville, Tampa, Orlando and South Florida,
Florida; Richmond, Virginia; St. Louis and Kansas City, Missouri; Columbus,
Cleveland and Cincinnati, Ohio; Charlotte, North Carolina; Denver, Colorado;
Oklahoma City and Tulsa, Oklahoma; Baltimore, Maryland; Washington, D.C.;
Philadelphia, Pennsylvania; Kansas City, Kansas; Little Rock, Arkansas;
Massachusetts and Indiana areas.

14. PRUDENTIAL HEALTH CARE PLAN OF CALIFORNIA, INC. (Incorporated in California)
(100%)

A Health Maintenance Organization which serves the California area.

15. PRUDENTIAL HEALTH CARE PLAN OF CONNECTICUT, INC. (Incorporated in Connecticut)
(100%)
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A Health Maintenance Organization which serves the Connecticut area.

16. PRUDENTIAL HEALTH CARE PLAN OF GEORGIA (Incorporated in Georgia) (100%)

A Health Maintenance Organization which serves the Georgia area.

17. PRUDENTIAL HEALTH CARE PLAN OF NEW YORK, INC. (Incorporated in New York) (100%)

A Health Maintenance Organization which serves the New York area.

18. PRUDENTIAL HOLDINGS, INC. (Incorporated in Delaware) (100%)

A holding company that does not currently hold any other companies.

19. PRUDENTIAL INSTITUTIONAL FUND MANAGEMENT, INC. (Incorporated in Pennsylvania)
(100%)

A registered investment advisor which manages a series of mutual funds. The
funds are offered to institutional investors, principally employer-sponsored
defined contribution plans.

20. PRUDENTIAL PROPERTY AND CASUALTY INSURANCE COMPANY (Incorporated in Indiana)
(100%)

Provides dwelling, fire, automobile, homeowners or personal catastrophe
insurance for all states except New Jersey.

20a. PRUDENTIAL COMMERCIAL INSURANCE COMPANY (Incorporated in Delaware) (Owned by
Prudential Property and Casualty Insurance Company) (100%)

Writes automobile insurance and various commercial coverage in many states. The
company's contract as a servicing carrier, for the New Jersey Automobile Full
Insurance Underwriting Association, expired in March, 1989. The company will
continue to service claims during the run-off period.

20b. PRUDENTIAL INSURANCE BROKERAGE, INC. (Incorporated in Arizona) (Owned by
Prudential Commercial Insurance Company) (100%)

Acts as an insurance broker and agency in many states.

20c. PRUDENTIAL GENERAL INSURANCE COMPANY (Incorporated in Delaware) (Owned by
Prudential Property and Casualty Insurance Company) (100%)

Provides coverage for preferred homeowners and private passenger automobiles in
many states.

20d. THE PRUDENTIAL PROPERTY AND CASUALTY GENERAL AGENCY, INC. (Incorporated in
Texas) (Owned by Prudential Property and Casualty Insurance Company) (100%)

Acts as Managing General Agency in the state of Texas.

21. THE PRUDENTIAL PROPERTY AND CASUALTY INSURANCE COMPANY OF NEW JERSEY
(Incorporated in New Jersey) (100%)

Writes automobile, homeowner and personal catastrophe liability lines of
business in the state of New Jersey.

22. PRUDENTIAL REALTY PARTNERSHIPS, INC. (Incorporated in Delaware) (100%)
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Acts as a general partner in limited partnerships which own real estate.

23. PRUDENTIAL REALTY SECURITIES, INC. (Incorporated in Delaware) (100%)

Issues zero coupon bonds secured by residential mortgages.

24. PRUDENTIAL REALTY SECURITIES II, INC. (Incorporated in Delaware) (87% owned by
The Prudential and 13% owned by Pruco, Inc.)

Issues bonds secured by real estate mortgages.

25. PRUDENTIAL REINSURANCE HOLDINGS (Incorporated in Delaware) (100%)

A holding company which is the sole owner of Prudential Reinsurance Company.

25a. PRUDENTIAL REINSURANCE COMPANY (Incorporated in Delaware) (Owned by Prudential
Reinsurance Holdings) (100%)

Writes substantially all types of property and casualty reinsurance.

25b. LE ROCHER REINSURANCE LTD. (Incorporated in U.K.) (Owned by Prudential
Reinsurance Company) (100%)

Engages in the property and casualty reinsurance business, principally in
Europe.

25c. PRUDENTIAL NATIONAL INSURANCE COMPANY (Incorporated in Arizona) (Owned by
Prudential Reinsurance Company) (100%)

Writes commercial property and casualty insurance in the alternative risk
market.

26. PRUDENTIAL RETIREMENT SERVICES, INC. (Incorporated in New Jersey) (100%)

Acts as the broker-dealer which distributes securities on behalf of Prudential
Defined Contribution Service. These securities consist of shares of the
Prudential Institutional Fund and four registered separate accounts of The
Prudential.

27. PRUDENTIAL TRUST COMPANY (Incorporated in Pennsylvania) (100%)

Responsible for the management of assets in trust of certain employee benefit
trusts and other tax exempt trusts.

27a. PTC SERVICES, INC. (Incorporated in New Jersey) (Owned by Prudential Trust
Company) (100%)

Oversees the activities of investment advisers who manage certian assets held in
trust by Prudential Trust Company.

28. PRUDENTIAL UNIFORMED SERVICES ADMINISTRATORS, INC. (Incorporated in Oklahoma)
(100%)

Established to administer CHAMPUS (Civilian Health and Medical Program of
Uniformed Service) Insurance for all CHAMPUS eligibles in the states of Texas,
Oklahoma, Arkansas and Louisiana.

29. THE PRUDENTIAL BANK AND TRUST COMPANY (Incorporated in Georgia) (100%)

As a "non-bank" bank, provides commercial and consumer loans, deposit products
(other than demand deposits), and trust services throughout the U.S.
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29a. PBT MORTGAGE CORPORATION (Incorporated in Georgia) (Owned by The Prudential Bank
and Trust Company) (100%)

As a wholly-owned subsidiary of The Prudential Bank and Trust Company, it
originates home equity loans in states which would otherwise exclude the bank.

30. THE PRUDENTIAL SAVINGS BANK, F.S.B. (Incorporated in Georgia) (100%)

Operating as a federal savings bank, it provides commercial and consumer loans
and deposit products in the state of Georgia. It also originates consumer
products in various other states.

G. SUBSIDIARIES OF PRUDENTIAL CAPITAL AND INVESTMENT SERVICES, INC.

1. LAPINE HOLDING COMPANY (Incorporated in Delaware) (66.7%)

Holding company for Lapine Technology Corporation.

2. LAPINE TECHNOLOGY CORPORATION (Incorporated in California) (Owned by Lapine
Holding Company) (100%)

Inactive.

3. PRUDENTIAL CAPITAL CORPORATION (Incorporated in Delaware) (100%)

Holding company which has through its subsidiaries, an investment portfolio
inclusive of loans, leases and other forms of financing. Holding company for
PruCapital Management, Inc., Prudential Interfunding Corp. and Prulease, Inc.

4. PRUCAPITAL MANAGEMENT, INC. (Incorporated in Delaware) (Owned by Prudential
Capital Corporation) (100%)

Provides various marketing and administrative services to PruLease, Inc.,
Prudential Interfunding Corp., Prudential Capital Corporation and The Prudential
Insurance Company of America.

5. PRUDENTIAL INTERFUNDING CORP. (Incorporated in Delaware) (Owned by Prudential
Capital Corporation) (100%)

Has an investment portfolio of loans, leases and other forms of financing.

6. PRULEASE, INC. (Incorporated in Delaware) (Owned by Prudential Capital
Corporation) (100%)

Has an investment portfolio of loans, leases and other forms of financing.

7. NNW UTILITY FUNDING II, INC. (Incorporated in California) (Owned by PruLease,
Inc.) (100%)

Acting to expedite Prudential Departure from the multi-asset floating rate lease
business.

8. PRUDENTIAL SECURITIES GROUP INC. (Incorporated in Delaware) (PRUCO, Inc. owns
100% preferred and Prudential Capital & Investment Services, Inc. owns 100%
common.)

A holding company.
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9. BACHE INSURANCE AGENCY OF ARKANSAS, INC. (Incorporated in Arkansas) (Owned by
Prudential Securities Group Inc.) (100%)

Insurance agent in the state of Arkansas.

10. BACHE INSURANCE AGENCY OF LOUISIANA, INC. (Incorporated in Louisiana) (Owned by
Prudential Securities Group Inc.) (100%)

Insurance agent in the state of Louisiana. Holding company for Prudential-Bache
Securities (Germany) Inc.

11. PRUDENTIAL-BACHE SECURITIES (GERMANY) INC. (Incorporated in Delaware) (Owned by
Bache Insurance Agency of Louisiana, Inc.) (100%)

Correspondent of Prudential-Bache Securities Incorporated in Germany.

12. BRAELOCH SUCCESSOR CORPORATION (Incorporated in Delaware) (Owned by Prudential
Securities Group Inc.) (100%)

Owns Braeloch Holdings Inc. which is an oil and gas company engaged in
partnership management, oil and gas property management and gas marketing and
transportation.

13. BRAELOCH HOLDINGS, INC. (Incorporated in Delaware) (Owned by BraeLoch Successor
Corporation) (100%)

Holding company.

14. GRAHAM RESOURCES, INC. (Incorporated in Delaware) (Owned by BraeLoch
Holdings Inc. ) (100%)

Holding company for all partnership management and administration activities.
Sole general partner is Graham Acquisition 1984-I.

15. GRAHAM DEPOSITORY COMPANY II (Incorporated in Delaware) (Owned by Graham
Resources, Inc.) (100%)

Growth Fund depository company.

16. GRAHAM DEPOSITORY COMPANY SERIES IV (Incorporated in Delaware) (Owned by Graham
Resources, Inc.) (100%)

Series IV depository company.

17. GRAHAM ENERGY, LTD. (Incorporated in Louisiana) (Owned by Graham Resources,
Inc.) (100%)

General Partner in Growth Fund and related products involved primarily in the
investment in oil and gas related companies and assets. General Partner in (1)
SPG Reserve Program 1981 (2) SPG Reserve Program (3) Graham Income Fund 82A.

18. GRAHAM EXPLORATION, LTD. (Incorporated in Louisiana) (Owned by Graham
Resources, Inc.) (100%)

General Partner in various limited and general partnerships involved in
exploratory oil and gas operations. General partner to Graham Limited
Partnership 83A and Graham Limited Partnership 83B. Managing General Partner to
Graham Drilling Partnership 83A and Graham Drilling Partnership 83B.
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19. CRESCENT DRILLING & DEVELOPMENT, INC. (Incorporated in Delaware) (Owned by
Graham Exploration, Ltd.) (100%)

Managing Partner of the following partnerships: Crescent Associates Partnership
1982, Crescent (NDL) Partnership 1985, Crescent (ICW) Partnership 1985, Crescent
(CLF) Partnership 1985 and Crescon Partnership 1982.

20. GRAHAM ROYALTY, LTD. (Incorporated in Louisiana) (Owned by Graham Resources,
Inc.) (100%)

General Partner of Prudential-Bache Energy Income Funds. Named operator of oil
and gas properties.

21. GRAHAM PRODUCTION COMPANY (Incorporated in Delaware) (Owned by Graham Royalty,
Ltd.) (100%)

Managing General Partner of GOP which has been terminated.

22. GRAHAM SECURITIES CORPORATION (Incorporated in Delaware) (Owned by Graham
Resources, Inc.) (100%)

A NASD member firm responsible for marketing various Graham financial products.

23. PB BULLION COMPANY INC. (Incorporated in Delaware) (Owned by Prudential
Securities Group Inc.) (100%)

Purchases metals for resale to processors, fabricators, and other dealers.

24. P-B SERVICES (U.K.) (Incorporated in U.K.) (Owned by Prudential Securities Group
Inc.) (100%)

Holds unsecured subordinated loan stock for Prudential-Bache International (U.K)
Limited.

25. PGR ADVISORS, INC. (Incorporated in Delaware) (Owned by Prudential Securities
Group Inc.) (100%)

Vehicle utilized in home office relocation.

26. PRUDENTIAL-BACHE AGRICULTURE INC. (Incorporated in Delaware) (Owned by
Prudential Securities Group Inc.) (100%)

Inactive.

27. PRUDENTIAL-BACHE CAPITAL FUNDING (AUSTRALIA) LIMITED (Incorporated in Australia)
(Owned by Prudential Securities Group Inc.) (100%)

Dealer in fixed interest securities.

28. PRUDENTIAL-BACHE CAPITAL FUNDING BV (Incorporated in The Netherlands) (Owned by
Prudential Securities Group Inc.) (100%)

Management company for special purpose vehicle (Audley Finance BV).

29. AUDLEY FINANCE BV (Incorporated in The Netherlands) (Owned by Prudential-Bache
Capital Funding BV) (100%)

Investment vehicle.
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30. PRUDENTIAL-BACHE ENERGY CORP. (Incorporated in Delaware) (Owned by Prudential
Securities Group Inc.) (100%)

Engages through limited partnerships, in acquisitions of oil drilling properties
and financing secondary and tertiary recovery systems.

31. PRUDENTIAL-BACHE ENERGY PRODUCTION INC. (Incorporated in Delaware) (Owned by
Prudential Securities Group Inc.) (100%)

Acts as a general partner for oil and gas limited partnerships.

32. PRUDENTIAL-BACHE HOLDINGS INC. (Incorporated in Delaware) (Owned by Prudential
Securities Group Inc.) (100%)

Holding company for Prudential-Bache Partners Inc.

33. PRUDENTIAL-BACHE PARTNERS INC. (Incorporated in Nevada) (Owned by
Prudential-Bache Holdings Inc.) (100%)

Insurance agent in the State of Nevada and a general partner to an employee
investment partnership.

34. P-B CAPITAL PARTNERS (UK) LIMITED (Incorporated in U.K.) (Owned by
Prudential-Bache Capital Partners I, LP, a general partnership of
Prudential-Bache Partners Inc.) (100%)

Inactive.

35. PRUDENTIAL-BACHE INTERNATIONAL (UK) LIMITED (Incorporated in U.K.) (Owned by
Prudential Securities Group Inc.) (100%)

Holding & service company for U.K. subsidiaries.

36. CLIVE DISCOUNT HOLDINGS INTERNATIONAL LIMITED (Incorporated in U.K.) (Owned by
Prudential-Bache International [UK] Limited) (100%)

Inactive.

37. PAGE & GWYTHER HOLDINGS LIMITED (Incorporated in U.K.) (Owned by
Prudential-Bache International [UK] Limited) (100%)

Inactive.

38. PAGE & GWYTHER LIMITED (Incorporated in U.K.) (Owned by Prudential-Bache
International [U.K.] Limited) (100%)

Inactive.

39. PRUDENTIAL-BACHE CAPITAL FUNDING (EQUITIES) LIMITED (Incorporated in U.K.)
(Owned by Prudential-Bache International (UK) Limited) (100%)

London Stock Exchange broker and group custodian services.

40. CIRCLE (NOMINEES) LIMITED (Incorporated in U.K.) (Owned by Prudential-Bache
Capital Funding [Equities] Limited) (100%)

Holds stock for Prudential-Bache Capital Funding (Equities) Limited and
Prudential Securities Incorporated customers in nominee name.
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41. PRUDENTIAL-BACHE CAPITAL FUNDING (GILTS) LIMITED (Incorporated in U.K.) (Owned
by Prudential-Bache International [UK] Limited) (100%)

Inactive.

42. PRUDENTIAL-BACHE CAPITAL FUNDING (MONEY BROKERS) LIMITED (Incorporated in U.K.)
(Owned by Prudential-Bache International [UK] Limited) (100%)

London Stock Exchange money broker.

43. PRUDENTIAL-BACHE (FUTURES) LIMITED (Incorporated in U.K.) (Owned by Prudential-
Bache International [U.K.] Limited) (100%)

Broker/trader in financial futures and commodities.

44. PRUDENTIAL-BACHE INTERFUNDING (U.K.) LIMITED (Incorporated in Delaware) (Owned
by Prudential- Bache International [U.K.] Limited) (100%)

Established to act as a principal in leveraged buyouts but is currently in
liquidation.

45. PRUDENTIAL-BACHE INVESTOR SERVICES INC. (Incorporated in Delaware) (Owned by
Prudential Securities Group Inc.) (100%)

Serves as an assignor limited partner for public deals offered by the Direct
Investment Department.

46. PRUDENTIAL-BACHE INVESTOR SERVICES II, INC. (Incorporated in Delaware) (Owned by
Prudential Securities Group Inc.) (100%)

Serves as an assignor limited partner for public deals offered by the Direct
Investment Department.

47. PRUDENTIAL-BACHE LEASING INC. (Incorporated in Delaware) (Owned by Prudential
Securities Group Inc.) (100%)

Leasing company which advises limited partnerships in the leasing business.

48. PRUDENTIAL-BACHE MINERALS INC. (Incorporated in Delaware) (Owned by Prudential
Securities Group Inc.) (100%)

Acts as co-general partner in the Prudential Securities/Barrick Gold Acquisition
Fund.

49. PRUDENTIAL-BACHE PROGRAM SERVICES INC. (Incorporated in New York) (Owned by
Prudential Securities Group Inc.) (100%)

Leases equipment and furniture to Prudential Securities Incorporated. Issuer of
puts in municipal bond offerings underwritten by Prudential Securities
Incorporated.

50. PRUDENTIAL-BACHE PROPERTIES INC. (Incorporated in Delaware) (Owned by Prudential
Securities Group Inc.) (100%)

Monitors syndicated private placements of investments in real estate and acts as
general partner for real estate and other limited partnerships.

51. EQUITEC VENTURE CORP. III , INC. (Incorporated in California) (Owned by
Prudential-Bache/Equitec Real Estate Partnership - a limited partnership of
Prudential-Bache Properties Inc.) (100%)
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Owns real estate.

52. PRUDENTIAL-BACHE REAL ESTATE, INC. (Incorporated in Delaware) (Owned by
Prudential Securities Group Inc.) (100%)

Inactive.

53. PRUDENTIAL-BACHE SECURITIES (AUSTRALIA) LIMITED (Incorporated in Australia)
(Owned by Prudential Securities Group Inc.) (100%)

Stock brokerage.

54. BACHE NOMINEES LTD. (Incorporated in Australia) (Owned by Prudential-Bache
Securities [Australia] Limited)

Nominee company for the fixed income department.

55. CORCARR FUNDS MANAGEMENT LIMITED (Incorporated in Australia) (Owned by
Prudential-Bache Securities [Australia] Limited) (100%)

Fund manager.

56. CORCARR MANAGEMENT PTY. LIMITED (Incorporated in Australia) (Owned by
Prudential-Bache Securities [Australia] Limited) (100%)

Nominee and management company.

57. CORCARR NOMINEES PTY. LIMITED (Incorporated in Australia) (Owned by Prudential-
Bache Securities [Australia] Limited) (100%)

Nominee company for the safe custody of clients' scrip.

58. CORCARR SUPERANNUATION PTY. LIMITED (Incorporated in Australia) (Owned by
Prudential-Bache Securities [Australia] Limited) (100%)

Trustee company for the staff Superannuation Fund.

59. DIVSPLIT NOMINEES PTY. LIMITED (Incorporated in Australia) (Owned by Prudential-
Bache Securities [Australia] Limited) (100%)

Nominee company for the protection of client dividends, new issues and
takeovers.

60. PRUBACHE NOMINEES PTY. LTD. (Incorporated in Australia) (Owned by
Prudential-Bache Securities [Australia] Limited) (100%)

Nominee/custodian for clients of Prudential-Bache Securities (Australia) Limited
and Prudential Securities Incorporated.

61. PRUDENTIAL-BACHE TRADE SERVICES INC. (Incorporated in Delaware) (Owned by
Prudential Securities Group Inc.) (100%)

Holding company for PB Trade Finance Co., S.A. (PB Trafco), PB Trade Ltd., and
Prudential-Bache Forex (USA) Inc.

62. PB TRADE LTD. (Incorporated in U.K.) (Owned by Prudential-Bache Trade Services
Inc.) (100%)

Inactive.
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63. PRUDENTIAL-BACHE FOREX (USA) INC. (Incorporated in Delaware) (Owned by
Prudential-Bache Trade Services Inc.) (100 To engage in the foreign exchange
business; holding company for Prudential-Bache Forex (Hong Kong) Limited and
Prudential-Bache Forex (U.K.) Limited.

64. PRUDENTIAL-BACHE FOREX (HONG KONG) LIMITED (Incorporated in Hong Kong) (Owned by
Prudential-Bache Forex [USA] Inc.) (100%)

Engages in the foreign exchange business.

65. PRUDENTIAL-BACHE FOREX (U.K.) LIMITED (Incorporated in U.K.) (Owned by
Prudential-Bache Forex [USA] Inc.) (100%)

Engages in trade, finance and foreign exchange.

66. PRUDENTIAL-BACHE FUTURES (HONG KONG) LIMITED (Incorporated in Hong Kong) (Owned
by Prudential Securities, Inc.) (100%)

To introduce customers to Prudential Securities and affiliates for futures
transactions on U.S. exchanges and execute futures orders on behalf of
Prudential Securities on the Hong Kong Futures Exchange.

67. PRUDENTIAL-BACHE TRANSFER AGENT SERVICES, INC. (Incorporated in New York) (Owned
by Prudential Securities Group Inc.) (100%)

Acts as transfer agent for limited partnerships sponsored by Prudential
Securities Group Inc. or sold by Prudential Securities Incorporated.

68. PRUDENTIAL SECURITIES INCORPORATED (Incorporated in Delaware) (Owned by
Prudential Securities Group Inc.) (100%)

Securities and commodity broker-dealer; underwriter.

69. BACHE & CO. (LEBANON) S.A.L. (Incorporated in Lebanon) (Owned by Prudential
Securities Incorporated) (100%)

Inactive.

70. BACHE & CO. S.A. DE C.V. (MEXICO) (Incorporated in Mexico) (Owned by Prudential
Securities Incorporated) (100%)

Inactive.

71. BACHE HALSEY STUART COMMODITIES S.A. (Incorporated in France) (Owned by
Prudential Securities Incorporated) (100%)

Inactive.

72. BACHE INSURANCE AGENCY, INCORPORATED (Incorporated in Massachusetts) (Owned by
Prudential Securities Incorporated) (100%)

Insurance agent in Massachusetts.

73. BACHE INSURANCE OF ARIZONA INC. (Incorporated in Arizona) (Owned by Prudential
Securities Incorporated) (100%)

Insurance agent in Arizona.
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74. BACHE INSURANCE OF KENTUCKY, INC. (Incorporated in Kentucky) (Owned by
Prudential Securities Incorporated) (100%)

Insurance agent in Kentucky.

75. BACHE SHIELDS SECURITIES CORPORATION (Incorporated in Delaware) (Owned by
Prudential Securities Incorporated) (100%)

Inactive.

76. BANOM CORPORATION (Incorporated in New York) (Owned by Prudential Securities
Incorporated) (100%)

Holds securities as nominee; otherwise inactive.

77. GELFAND, QUINN & ASSOCIATES INC. (Incorporated in Ohio) (Owned by Prudential
Securities Incorporated) (100%)

Inactive.

78. P-B HOLDING JAPAN INC. (Incorporated in Delaware) (Owned by Prudential
Securities Incorporated) (100%)

Holds the stock of Prudential Securities (Japan) Ltd.

79. PRUDENTIAL SECURITIES (JAPAN) LTD. (Incorporated in Delaware) (Owned by P-B
Holding Japan Inc.) (100%)

Service affiliate of Prudential Securities Incorporated in Japan. Registered
broker-dealer in Japan.

80. PRUDENTIAL-BACHE BROKERAGE (HONG KONG) LIMITED (Incorporated in Delaware) (Owned
by Prudential Securities Incorporated) (100%)

Inactive.

81. PRUDENTIAL-BACHE FUTURES ASIA PACIFIC LTD. (Incorporated in Delaware) (Owned by
Prudential Securities Incorporated) (100%)

To introduce customers to Prudential Securities Incorporated for futures
transactions on U.S. Exchanges and execute futures orders on behalf of
Prudential Securities Incorporated on SIMEX.

82. PRUDENTIAL-BACHE SECURITIES ASIA PACIFIC LTD. (Incorporated in New York) (Owned
by Prudential Securities Incorporated) (100%)

Service affiliate of Prudential Securities Incorporated in Singapore.

83. PRUDENTIAL-BACHE SECURITIES (BELGIUM) INC. (Incorporated in Delaware) (Owned by
Prudential Securities Incorporated) (100%)

Service affiliate of Prudential Securities Incorporated in Belgium.

84. PRUDENTIAL-BACHE SECURITIES (ESPANA), S.A. (Incorporated in Spain) (Owned by
Prudential Securities Incorporated) (100%)

Service affiliate of Prudential Securities Incorporated in Spain.
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85. PRUDENTIAL-BACHE SECURITIES (FRANCE) S.A. (Incorporated in France) (Owned by
Prudential Securities Incorporated) (100%)

Service affiliate of Prudential Securities Incorporated in France.

86. PRUDENTIAL-BACHE SECURITIES (GREECE) S.A. (Incorporated in Delaware) (Owned by
Prudential Securities Incorporated) (100%)

Inactive.

87. PRUDENTIAL-BACHE SECURITIES (HOLLAND) INC. (Incorporated in Delaware) (Owned by
Prudential Securities Incorporated) (100%)

Service affiliate of Prudential Securities Incorporated in Holland.

88. PRUDENTIAL-BACHE SECURITIES (HOLLAND) N.V. (Incorporated in Holland) (Owned by
Prudential Securities [Holland] Inc.) (100%)

Inactive.

89. PRUDENTIAL-BACHE SECURITIES (HONG KONG) LIMITED (Incorporated in Hong Kong)
(Owned by Prudential Securities Incorporated) (100%)

Service affiliate of Prudential Securities Incorporated in Hong Kong.

90. PRUDENTIAL-BACHE SECURITIES (LUXEMBOURG) INC. (Incorporated in Delaware) (Owned
by Prudential Securities Incorporated) (100%)

Service affiliate of Prudential Securities Incorporated in Luxembourg.

91. PRUDENTIAL-BACHE SECURITIES (MONACO) INC. (Incorporated in New York) (Owned by
Prudential Securities Incorporated) (100%)

Service affiliate of Prudential Securities Incorporated in Monaco.

92. PRUDENTIAL-BACHE SECURITIES (SWITZERLAND) INC. (Incorporated in Delaware) (Owned
by Prudential Securities Incorporated) (100%)

Service affiliate of Prudential Securities Incorporated in Switzerland.

93. PRUDENTIAL-BACHE SECURITIES (U.K.) INC. (Incorporated in Delaware) (Owned by
Prudential Securities Incorporated) (100%)

Service affiliate of Prudential Securities Incorporated in U.K.

94. SHIELDS MODEL ROLAND COMPANY (Incorporated in U.K.) (Owned by Prudential-Bache
Securities [U.K.] Inc.) (100%)

Inactive.

95. PRUDENTIAL MUTUAL FUND MANAGEMENT, INC. (Incorporated in Delaware) (15% owned by
The Prudential and 85% owned by Prudential Securities Incorporated)

Mutual fund management company.

96. PRUDENTIAL MUTUAL FUND DISTRIBUTORS, INC. (Incorporated in Delaware) (Owned by
Prudential Mutual Fund Management, Inc.) (100%)
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Principal underwriter of new mutual funds.

97. PRUDENTIAL MUTUAL FUND SERVICES, INC. (Incorporated in New Jersey) (Owned by
Prudential Mutual Fund Management, Inc.) (100%)

Mutual fund transfer agent and shareholder services company.

98. PRUDENTIAL SECURITIES FUTURES MANAGEMENT INC. (Incorporated in Delaware) (Owned
by Prudential Securities Incorporated) (100%)

1) General partner of a limited partnership with assets invested in commodities,
futures contracts and commodity related products and 2) Commodities and futures
contract business.

99. PRUDENTIAL SECURITIES (SOUTH AMERICA) INC. (Incorporated in Delaware) (Owned by
Prudential Securities Incorporated) (100%)

Service affiliate of Prudential Securities Incorporated in South America;
holding company for Prudential Securities (Argentina) Incorporated and
Prudential Securities (Uruguay) S.A.

100. PRUDENTIAL SECURITIES (ARGENTINA) INC. (Incorporated in Delaware) (Owned by
Prudential Securities [South America] Inc.) (100%)

Service affiliate of Prudential Securities Incorporated in Argentina.

101. PRUDENTIAL SECURITIES (URUGUAY) S.A. (Incorporated in Uruguay) (Owned by
Prudential Securities [South America] Inc.) (100%)

Service affiliate of Prudential Securities Incorporated in Uruguay.

102. SHIELDS MODEL ROLAND SECURITIES INCORPORATED (Incorporated in New York) (Owned
by Prudential Securities Incorporated

Inactive.

103. PRUDENTIAL SECURITIES FINANCIAL ASSET FUNDING CORP. (Incorporated in Delaware)
(Owned by Prudential Securities Group Inc.) (100%)

Creation of trusts which issue bonds backed by GNMA, FNMA or FHLMC collateral.

104. PRUDENTIAL SECURITIES LEASE HOLDING INC. (Incorporated in New York) (Owned by
Prudential Securities Group Inc.) (100%)

Owns IBM computers and leases them to Prudential Securities Incorporated.

105. PRUDENTIAL SECURITIES MUNICIPAL DERIVATIVES (Incorporated in Delaware) (Owned by
Prudential Securities Group Inc.) (100%)

Serves as a general partner in a limited partnership structure providing
floating rate & inverse floating rate municipal securities.

106. PRUDENTIAL SECURITIES REALTY FUNDING CORPORATION (Incorporated in Delaware)
(Owned by Prudential Securities Group Inc.) (100%)

Involved in the purchase and sale of residential first mortgage whole loans,
including purchase and sales under repurchase agreements. Sales may be in whole
loan, participation certificates, agency or securitized format.
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107. PRUDENTIAL SECURITIES SECURED FINANCING CORPORATION (Incorporated in Delaware)
(Owned by Prudential Securities Incorporated) (100%)

Purchase and securitization of mortgages and other assets.

108. PRUDENTIAL SECURITIES STRUCTURED ASSETS (Incorporated in Ohio) (Owned by
Prudential Securities Group Inc.) (100%)

Inactive.

109. P-B FINANCE LTD. (Incorporated in The Cayman Islands) (Owned by Prudential
Securities Structured Assets) (100%)

Finances commodity margin calls, both original and variation, and does other
financing transactions for a select group of international and domestic
customers.

110. R & D FUNDING CORP. (Incorporated in Delaware) (Owned by Prudential Securities
Group Inc.) (100%)

Acts as a general partner in research and development partnerships.

111. SEAPORT FUTURES MANAGEMENT, INC. (Incorporated in Delaware) (Owned by Prudential
Securities Group Inc.) (100%)

Acts as a general partner of limited partnerships with assets invested in
commodities, futures contracts and commodity related products. Also engages in
commodities and futures contracts business.

112. SPECIAL SITUATIONS MANAGEMENT INC. (Incorporated in Delaware) (Owned by
Prudential Securities Group Inc.) (100%)

Owns limited partnerships interests in Special Situations Fund, L.P.

113. THE PRICOA INTERNATIONAL BANK, S.A. (Incorporated in Luxembourg) (Owned by
Prudential Securities Group Inc.) (100%)

A Luxembourg licensed universal bank that provides private banking services
internationally.

H. SUBSIDIARIES OF THE PRUDENTIAL INVESTMENT CORPORATION

1. GATEWAY HOLDINGS, S.A. (Incorporated in Luxembourg) (100%)

A financial holding company which owns Luxembourg registered investment manage-
ment companies. Gateway Holdings S.A. is the parent of Amicus Investment
Company, Global Income Fund Management Company, S.A., Global Series Fund II
Management Company, S.A., Jennison Long Bond Management Company, and PAEC
Management Company.

2. AMICUS INVESTMENT COMPANY (Incorporated in the Cayman Islands) (Owned by Gateway
Holdings, S.A.) (100%)

Provides promotion and sponsorship functions for the Amicus Equity Fund, an
open-ended investment trust established under the jurisdiction of the Cayman
Islands.

3. GLOBAL INCOME FUND MANAGEMENT COMPANY, S.A. (Incorporated in Luxembourg) (Owned
by Gateway Holdings, S.A.) (100%)
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Acts as the management company for Global Income Fund, an investment fund
organized in Luxembourg.

4. GLOBAL SERIES FUND II MANAGEMENT COMPANY, S.A. (Incorporated in Luxembourg)
(Owned by Gateway Holdings, S.A.) (100%)

Acts as the management company for Global Series Fund II, an investment fund
organized in Luxembourg.

5. JENNISON LONG BOND MANAGEMENT COMPANY (Incorporated in Luxembourg) (Owned by
Gateway Holdings, S.A.) (100%)

Acts as the management company for Jennison Long Bond Fund, an investment fund
organized in Luxembourg. The Fund invests in a diversified portfolio of
securities issued or guaranteed by the U.S. Government of which units of the
fund are offered privately to Japanese institutional investors through PIC's
Japan representative office in Tokyo.

6. PAEC MANAGEMENT COMPANY (Incorporated in Luxembourg) (Owned by Gateway Holdings,
S.A.) (100%)

Acts as the management company for Prudential Asia Emerging Companies Fund, an
investment fund organized in Luxembourg.

7. PRUDENTIAL ASSET SALES AND SYNDICATIONS, INC. (Incorporated in Delaware) (100%)

Registered broker/dealer which engages in the investment banking business. Also
responsible for the syndication or sale of Prudential originated private
placement deals.

8. PRUDENTIAL HOME BUILDING INVESTORS, INC. (Incorporated in New Jersey) (100%)

Acts as the general partner of a limited partnership, Prudential Home Building
Advisors, L.P. Through this partnership it provides investment advisory services
in a portfolio of residential land improvement and/or single family home
construction projects.

9. PRUSUPPLY, INC. (Incorporated in Delaware) (100%)

Serves as an inventory facility, holding investments pending sale for Prudential
Asset Sales and Syndications, Inc. Enters into contracts for the supply of
fossil fuel and other inventory.

10. PRUSUPPLY CAPITAL ASSETS, INC. (Incorporated in New Jersey) (Owned by PruSupply,
Inc.) (100%)

Serve as a capital base for the syndication activity of Prudential Asset Sales
and Syndications, Inc. It will hold, invest, and reinvest stocks, bonds, etc. to
support the borrowing capacity of PruSupply, Inc.

11. THE PRUDENTIAL ASSET MANAGEMENT COMPANY, INC. (Incorporated in New Jersey)
(100%)

Provides various record keeping, benefit payment, and plan consulting services
to The Prudential and its clients. It also acts as a solicitor on behalf of
affiliates who are investments advisors.

12. CSI ASSET MANAGEMENT, INC. (Incorporated in Delaware) (Owned by The Prudential
Asset Management Company, Inc.) (100%)
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Provides institutional clients (primarily state and municipal employee benefit
plans) with discretionary management of portfolios investing in U.S. stocks and
bonds.

13. ENHANCED INVESTMENT TECHNOLOGIES, INC. (Incorporated in New Jersey) (Owned by
The Prudential Asset Management Company, Inc.) (100%)

Provides investment advisory services to institutional clients using domestic
equity portfolios.

14. MERCATOR ASSET MANAGEMENT, INC. (Incorporated in Florida) (Owned by The
Prudential Asset Management Company, Inc.) (100%)

Serves as an investment advisor with a focus on global and international
investing for institutional clients.

15. PRUDENTIAL ASIA INVESTMENTS LIMITED (Incorporated in the British Virgin Islands)
(Common stock 100% owned by The Prudential Asset Management Company, Inc. and
preferred stock 50% owned by the Prudential Asset Management Company, Inc. and
50% owned by Prudential Securities Group Inc.)

A holding company for subsidiaries engaged in investment management, merchant
banking , portfolio management and direct investment activities in the Far East.

16. PRUDENTIAL ASIA DBS LIMITED (Incorporated in Hong Kong) (Owned by Prudential
Asia Investments Limited) (50%)

Provides corporate finance services in the Far East

17. PRUDENTIAL ASSET MANAGEMENT ASIA LIMITED (BVI) (Incorporated in the British
Virgin Islands) (Owned by Prudential Asia Investments Limited) (100%)

Makes direct investments and provides investment advisory services in China,
Taiwan, Korea, Japan, Australia and New Zealand.

18. PRUDENTIAL ASSET MANAGEMENT ASIA (INDONESIA) LIMITED (Incorporated British
Virgin Islands) (Owned by Prudential Asset Management Asia Limited (BVI)) (75%)

Engaged in the management and operation of PT PAMA Indonesia, an Indonesian
Venture Capital Company, and a unit trust which makes direct investments in
Indonesian companies.

19. PT PAMA INDONESIA (Incorporated in Indonesia) (Owned by Prudential Asset
Management Asia Limited [BVI]) (65%)

An Indonesian Venture Capital Company which invests directly in Indonesian
companies or in a trust that invests inIndonesian Companies.

20. PAMA (SINGAPORE) PRIVATE LIMITED (Incorporated in Singapore) (Owned by
Prudential Asset Management Asia Limited [BVI]) (100%)

Engaged in direct investments, corporate finance and portfolio management
activities in Singapore.

21. PRUDENTIAL ASSET MANAGEMENT ASIA (HONG KONG) LIMITED (Incorporated in Hong Kong)
(Owned by Prudential Asset Management Asia Limited [BVI]) (100%)

Engaged in direct investments and portfolio management activities in Hong Kong.
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22. PRUDENTIAL-BACHE CAPITAL FUNDING ASIA LIMITED (Incorporated in the British
Virgin Islands) (Owned by Prudential Asia Investments Limited) (100%)

Inactive.

23. PRUDENTIAL-BACHE CAPITAL FUNDING ASIA (HONG KONG) LIMITED (Incorporated in Hong
Kong) (Owned by Prudential-Bache Capital Funding Asia Limited) (100%)

Inactive.

24. S J BEDDING B.V. (Incorporated in the Netherlands) (Owned by Prudential Asia
Investments Limited) (100%)

A holding company for Prudential Asia Investments Limited's investment in the
shares of Simmons Co., Limited.

25. SIMMONS BEDDING AND FURNITURE (HK) LIMITED (Incorporated in Hong Kong) (Owned by
S J Bedding BV) (66.24%)

Collectively with its affiliates engages in the manufacturing, sales and
distribution of bedding products, furniture and accessories in Japan, Hong Kong,
Singapore and Macau.

26. SIMMONS ASIA LIMITED (Incorporated in the British Virgin Islands) (Owned by
Simmons Bedding & Furniture [HK] Limited) (90%)

Engages in the business of licensing Simmons related trademarks and technology
in Asia Pacific countries other than those covered by Simmons Co., Limited.

27. SIMMONS (SOUTHEAST ASIA) PRIVATE LIMITED (Incorporated in Singapore) (Owned by
Simmons Asia Limited) (100%)

Carries out manufacturing and distribution activities of the bedding products,
furniture and accessories in Singapore.

28. SIMMONS CO., LIMITED (Incorporated in Japan) (Owned by SJ Bedding B.V.) (66.24%)

A holding company for Simmons Bedding and Furniture (HK) Limited.

29. PRUDENTIAL ASIA FUND MANAGEMENT LIMITED (BVI) (Incorporated in the British
Virgin Islands) (Owned by Prudential Asia Investments Limited) (100%)

A holding company for Prudential Asia Fund Management Limited and Prudential
Asia Fund Managers (HK) Limited and engages in portfolio investment management
and advisory services with a concentration on publicly traded securities.

30. PRUDENTIAL ASIA FUND MANAGEMENT LIMITED (Incorporated in Hong Kong) (Owned by
Prudential Asia Fund Management Limited [BVI]) (100%)

Provides investment advisory activities in the United States.

31. PRUDENTIAL ASIA FUND MANAGERS (HK) LIMITED (Incorporated in Hong Kong) (Owned by
Prudential Asia Fund Management Limited [BVI]) (100%)

Provides investment advisory activities in Hong Kong.

32. PRUDENTIAL ASSET MANAGEMENT COMPANY SECURITIES CORPORATION (Incorporated in
Delaware) (Owned by The Prudential Asset Management Company, Inc.) (100%)
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Markets to institutional clients investment products developed by other
Prudential affiliates including products which can only be sold by a NASD and
SEC registered broker-dealer.

33. PRUDENTIAL TIMBER INVESTMENTS, INC. (Incorporated in New Jersey) (Owned by The
Prudential Asset Management Company, Inc.) (100%) (100% of preferred stock owned
by the Prudential Insurance Company of America.)

Provides timber investment management services to institutional clients.
Acquires and manages commercial timber properties with the goal of generating
competitive returns.

34. PCM INTERNATIONAL, INC. (Incorporated in New Jersey) (Owned by The Prudential
Asset Management Company, Inc.) (100%)

Serves as an investment advisor with a focus on global and international
investing for institutional clients.

35. TEXAS RIO GRANDE OTHER ASSETS GROUP COMPANY, INC. (Incorporated in Delaware)
(100%)

Originates and services residential and commercial mortgages

36. THE PRUDENTIAL INVESTMENT ADVISORY COMPANY, LTD. (Incorporated in Japan) (100%)

Provides investment management services to Japanese institutional investors and
for Prudential's General Account with respect to Japanese and global securities.

37. THE PRUDENTIAL PROPERTY COMPANY, INC. (Incorporated in New Jersey) (100%)

Conducts real estate management and development programs for the General Account
and all separate and single-client accounts.

38. THE PRUDENTIAL REALTY ADVISORS, INC. (Incorporated in New Jersey) (100%)

Provides advice and administrative services to others with respect to the
ownership, sale, and management of real property.
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Item 27. Number of Contractowners

As of February 28, 1995, the number of contractowners of qualified contracts
offered by Registrant was 429, and the number of contractowners of non-qualified
contracts offered by Registrant was 5.

Item 28. Indemnification

The Prudential Directors' and Officers' Liability and Corporation Reimbursement
Program, purchased by The Prudential from Aetna Casualty & Surety Company, CNA
Insurance Company, Lloyds of London, Great American Insurance Company, Reliance
Insurance Company, Corporate Officers & Directors Assurance Ltd., A.C.E.
Insurance Company, Ltd., XL Insurance Company, Ltd., and Zurich-American
Insurance Company, provides coverage for "Loss" (as defined in the policies)
arising from any claim or claims by reason of any actual or alleged act, error,
misstatement, misleading statement, omission, or breach of duty by persons in
the discharge of their duties solely in their capacities as directors or
officers of The Prudential, any of its subsidiaries, or certain investment
companies affiliated with The Prudential. Coverage is also provided to the
individual directors or officers for such Loss, for which they shall not be
indemnified. Loss essentially is the legal liability on claims against a
director or officer, including adjudicated damages, settlements and reasonable
and necessary legal fees and expenses incurred in defense of adjudicatory
proceedings and appeals therefrom. Loss does not include punitive or exemplary
damages or the multiplied portion of any multiplied damage award, criminal or
civil fines or penalties imposed by law, taxes or wages, or matters which are
insurable under the law pursuant to which the policies are construed.

There are a number of exclusions from coverage. Among the matters excluded are
Losses arising as the result of (1) claims brought about or contributed to by
the criminal or deliberate fraudulent acts of a director or officer, and (2)
claims arising from actual or alleged performance of, or failure to perform,
services as, or in any capacity similar to, an investment adviser, investment
banker, underwriter, broker or dealer, as those terms are defined in the
Securities Act of 1933, the Securities Exchange Act of 1934, the Investment
Advisers Act of 1940, the Investment Company Act of 1940, any rules or
regulations thereunder, or any similar federal, state or local statute, rule or
regulation.

The limit of coverage under the Program for both individual and corporate
reimbursement coverage is $150,000,000. The retention for corporate
reimbursement coverage is $10,000,000 per loss.

The relevant provisions of New Jersey Law permitting or requiring
indemnification, New Jersey being the state of organization of The Prudential,
can be found in Section 14A:3-5 of the New Jersey Statutes Annotated. The text
of The Prudential's by-law 27, which relates to indemnification of officers and
directors, is incorporated by reference to Exhibit (8)(ii) to this Registration
Statement.

Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

C - 39
<PAGE>

<TABLE>
<S> <C> <C> <C>
Item 29. Principal Underwriter

(a) Prudential Retirement Services, Inc., an indirect wholly owned subsidiary of
Prudential, acts as the principal underwriter for the registrant and also for The
Prudential Variable Contract Account-2, The Prudential Variable Contract
Account-10 and The Prudential Variable Contract Account-11, which are registered
as open-end management investment companies under the Investment Company Act of
1940.

Prudential is the depositor for the Registrant and for Prudential's Investment
Plan Account, Prudential's Annuity Plan Account, Prudential's Annuity Plan
Account-2, The Prudential Individual Variable Contract Account and The Prudential
Qualified Individual Variable Contract Account, unit investment trusts registered
under the Investment Company Act of 1940.

(b) Not Applicable.

(c) Reference is made to the Section entitled "Charges" of the prospectus (Part A of
this Registration Statement) and "Investment Management and Administration of
VCA-10, VCA-11 and VCA-24" on page 2 of the Statement of Additional Information
(Part B of this Registration Statement).

Item 30. Location of Accounts and Records

The names and addresses of the persons who maintain physical possession of the accounts, books and
documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the rules
thereunder are:

The Prudential Insurance Company of America
and The Prudential Investment Corporation
Prudential Plaza
Newark, New Jersey 07102-3777

The Prudential Insurance Company of America
and The Prudential Investment Corporation
Gateway Three Building and Gateway Four Building
100 Mulberry Street
Newark, New Jersey 07102

The Prudential Insurance Company of America and
The Prudential Investment Corporation
56 North Livingston Avenue
Roseland, New Jersey 07068

The Prudential Insurance Company of America
c/o Prudential Defined Contribution Services
30 Scranton Office Park
Moosic, Pennsylvania 18507-1789

The Prudential Insurance Company of America
c/o The Prudential Asset Management Company, Inc.
71 Hanover Road
Florham Park, New Jersey 07932
</TABLE>

C - 40
<PAGE>
<TABLE>
<S> <C> <C> <C>
Item 31. Management Services

Not applicable.

Item 32. Undertakings

(a) Registrant undertakes to file a post-effective amendment to this Registration
Statement as frequently as is necessary to ensure that the audited financial
statements in the Registration Statement are never more than 16 months old for so
long as payments under the variable annuity contracts may be accepted.

(b) Registrant undertakes to affix to the prospectus a postcard that the applicant can
remove to send for a Statement of Additional Information.

(d) Restrictions on withdrawal under Section 403(b) Contracts are imposed in reliance
upon, and in compliance with, a no-action letter issued by the Chief of the Office
of Insurance Products and Legal Compliance of the Securities and Exchange
Commission to the American Council of Life Insurance on November 8, 1988.

(e) Registrant represents that it is relying upon Rule 6c-7 under the Investment
Company Act of 1940 in connection with the sale of its group variable contracts to
participants in the Texas Optional Retirement Program. Registrant also represents
that it has complied with the provisions of paragraph (a) - (d) of the Rule.
</TABLE>

C - 41
<PAGE>
SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act
of 1940, the Registrant has caused this Amendment to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Newark, and State of New Jersey, on the 26th day of April, 1995, and
certifies this Amendment is filed solely for one or more of the purposes
specified in Rule 485(b)(1) under the Securities Act of 1933 and that no
material event requiring disclosure in the prospectus, other than one listed in
Rule 485(b)(1), has occurred since the effective date of the most recent
Post-Effective Amendment to the Registration Statement which included a
prospectus.

THE PRUDENTIAL VARIABLE CONTRACT ACCOUNT-24

(Registrant)

By: THE PRUDENTIAL INSURANCE COMPANY OF
AMERICA
and
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
(Depositor)

By: /s/ Mark R. Fetting
----------------------------------------------------------------------------
Mark R. Fetting
Vice President

As required by the Securities Act of 1933, this Registration Statement
has been signed below by the following Directors and Officers of The Prudential
Insurance Company of America in the capacities and on the date indicated.

<TABLE>
<CAPTION>
Signature Title Date
- ----------------------------- ----------------------------- ---------------

<S> <C> <C>
*Arthur F. Ryan Chairman of the Board,)
- ---------------------------- President and Chief) April 26, 1995
Arthur F. Ryan Executive Officer)

*Garnett L. Keith, Jr.
- ---------------------------- Vice Chairman and Director ) April 26, 1995
Garnett L. Keith, Jr. )
</TABLE>

*By: /s/ C. CHRISTOPHER SPRAGUE
------------------------------------------------------------

C. CHRISTOPHER SPRAGUE
(Attorney-in-Fact)

C - 42
<PAGE>

<TABLE>
<CAPTION>
Signature Title Date
- --------------------------------- ---------------------- ---------------

<S> <C> <C>
Senior Vice President)
*Eugene M. O'Hara and Comptroller and )
- -------------------------------- Principal Financial )
Eugene M. O'Hara Officer )

*Franklin E. Agnew
- -------------------------------- Director)
Franklin E. Agnew )

*Frederic K. Becker
- -------------------------------- Director)
Frederic K. Becker )

*William W. Boeschenstein
- -------------------------------- Director )
William W. Boeschenstein )

*Lisle C. Carter, Jr.
- -------------------------------- Director ) April 26, 1995
Lisle C. Carter, Jr. )

*James G. Cullen
- -------------------------------- Director )
James G. Cullen )

*Carolyne K. Davis
- -------------------------------- Director )
Carolyne K. Davis )

*Roger A. Enrico
- -------------------------------- Director )
Roger A. Enrico )

*Allan D. Gilmour
- -------------------------------- Director)
Allan D. Gilmour )

*William H. Gray, III Director )
- --------------------------------
William H. Gray, III )

*Jon F. Hanson
- -------------------------------- Director )
Jon F. Hanson )
</TABLE>

*By: /s/ C. CHRISTOPHER SPRAGUE
------------------------------------------------------------

C. CHRISTOPHER SPRAGUE
(Attorney-in-Fact)

C - 43
<PAGE>

<TABLE>
<CAPTION>
Signature Title Date
- --------------------------------- ---------------------- ---------------

<S> <C> <C>
*Constance J. Horner
- -------------------------------- Director )
Constance J. Horner )

*Allen F. Jacobson
- -------------------------------- Director )
Allen F. Jacobson )

*Burton G. Malkiel
- -------------------------------- Director )
Burton G. Malkiel )

*John R. Opel
- -------------------------------- Director )
John R. Opel )

*Charles R. Sitter
- -------------------------------- Director) April 26, 1995
Charles R. Sitter )

*Donald L. Staheli
- -------------------------------- Director)
Donald L. Staheli )

*Richard M. Thomson Director )
- --------------------------------
Richard M. Thomson )

*P. Roy Vagelos, M.D.
- -------------------------------- Director )
P. Roy Vagelos, M.D. )

*Stanley C. Van Ness
- -------------------------------- Director )
Stanley C. Van Ness )

*Paul A. Volcker
- -------------------------------- Director )
Paul A. Volcker )

*Joseph H. Williams
- -------------------------------- Director )
Joseph H. Williams )
</TABLE>

*By: /s/ C. CHRISTOPHER SPRAGUE
------------------------------------------------------------

C. CHRISTOPHER SPRAGUE
(Attorney-in-Fact)

C - 44
<PAGE>
Exhibit Index

<TABLE>
<S> <C> <C>
Ex-99.(10) (a) Consent of Independent Auditors C -

Ex-99.(13) Calculation of Performance Data C -

Ex-99.14 Financial Data Schedule C -
</TABLE>

C - 45

<PAGE>
INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Post-Effective Amendment No. 17 to
Registration Statement No. 33-12362 on Form N-4 of The Prudential Variable
Contract Account - 24 of The Prudential Insurance Company of America (1) of our
reports dated February 16, 1995, relating to the financial statements of The
Prudential Variable Contract Account - 24, The Prudential Variable Contract
Account - 10 and The Prudential Variable Contract Account - 11, and (2) of our
report dated March 1, 1995, except for Note 12, as to which the date is April
25, 1995, relating to the consolidated financial statements of The Prudential
Insurance Company of America and subsidiaries appearing in the Statement of
Additional Information, which is part of such Registration Statement and to the
reference to us under the heading "Experts" also appearing in the Statement of
Additional Information.

/s/ Deloitte & Touche LLP
Parsippany, New Jersey
April 26, 1995

C - 46

<PAGE>

1994 MEDLEY RATE OF RETURN CALCULATIONS

VCA-24
COMMON STOCK

12/31/94 12/31/93 12/31/89 12/31/84
-------- -------- -------- --------
<S> <C> <C> <C> <C>

Number of Years (N) 1 5 10
Max % Def Sls Chrg (DSC) 7% 6% 4%
Unit Value 2.0541091 2.01357081 1.26491946 0.551585
Units 496.6301632 790.5641676 1812.957205
Initial Investment (P) $ 1,000 $ 1,000 $ 1,000
12/31/94 $$ w/DSC (ERV) $ 950.13 $ 1,563.91 $ 3,684.01
12/31/94 $$ w-o/DSC (ERV) $ 1,020.13 $ 1,623.91 $ 3,724.01

Ann Tot Ret w/DSC -4.99% 9.35% 13.92%
Ann Total Return w-o/DSC 2.01% 10.18% 14.04%
Cumulative Return w-o/DSC 2.01% 62.39% 272.40%

Account Charge $ 0.68

Adj for account charge
Table 1 Ann w/DSC (T) -5.05% 9.30% 13.90%
Table 2 Ann w-o/DSC (T) 1.95% 10.13% 14.02%
Table 3 Cum w-o/DSC (T) 1.95% 62.05% 271.72%

</TABLE>

C-47
<PAGE>

1994 MEDLEY RATE OF RETURN CALCULATIONS

VCA-24
BOND PORTFOLIO

12/31/94 12/31/93 12/31/89 12/31/84
-------- -------- -------- --------
<S> <C> <C> <C> <C>

Number of Years (N) 1 5 10
Max % Def Sls Chrg (DSC) 7% 6% 4%
Unit Value 1.6746076 1.74352689 1.20646132 0.767702
Units 573.5500873 828.8703363 1302.588765
Initial Investment (P) $ 1,000 $ 1.000 $ 1,000
12/31/94 $$ w/DSC (ERV) $ 890.47 $ 1,328.03 $ 2,141.33
12/31/94 $$ w-o/DSC (ERV) $ 990.47 $ 1,388.03 $ 2,181.33

Ann Tot Ret w/DSC -10.95% 5.83% 7.91%
Ann Total Return w-o/DSC -3.95% 6.77% 8.11%
Cumulative Return w-o/DSC -3.95% 38.80% 118.13%

Account Charge $ 0.08

Adj for account charge
Table 1 Ann w/DSC (T) -10.96% 5.83% 7.90%
Table 2 Ann w-o/DSC (T) -3.96% 6.77% 8.10%
Table 3 Cum w-o/DSC (T) -3.96% 38.76% 118.05%

</TABLE>

C-48
<PAGE>

1994 MEDLEY RATE OF RETURN CALCULATIONS

VCA-24
AGGRESSIVE

12/31/94 12/31/93 12/31/89 12/31/84
-------- -------- -------- --------
<S> <C> <C> <C> <C>

Number of Years (N) 1 5 10
Max % Def Sls Chrg (DSC) 7% 6% 4%
Unit Value 1.7886356 1.86093826 1.21369913 0.643517
Units 537.3633406 823.9274259 1553.960501
Initial Investment (P) $ 1,000 $ 1,000 $ 1,000
12/31/94 $$ w/DSC (ERV) $ 891.15 $ 1,413.71 $ 2,739.47
12/31/94 $$ w-o/DSC (ERV) $ 961.15 $ 1,473.71 $ 2,779.47

Ann Tot Ret w/DSC -10.89% 7.17% 10.60%
Ann Total Return w-o/DSC -3.89% 8.06% 10.76%
Cumulative Return w-o/DSC -3.89% 47.37% 177.95%

Account Charge $ 0.25

Adj for account charge
Table 1 Ann w/DSC (T) -10.91% 7.15% 10.60%
Table 2 Ann w-o/DSC (T) -3.91% 8.04% 10.75%
Table 3 Cum w-o/DSC (T) -3.91% 47.25% 177.70%

</TABLE>

C-49
<PAGE>

1994 MEDLEY RATE OF RETURN CALCULATIONS

VCA-24
CONSERVATIVE

12/31/94 12/31/93 12/31/89 12/31/84
-------- -------- -------- --------
<S> <C> <C> <C> <C>

Number of Years (N) 1 5 10
Max % Def Sls Chrg (DSC) 7% 6% 4%
Unit Value 1.7175293 1.74730619 1.20367704 0.691099
Units 572.3095389 830.7876339 1446.970695
Initial Investment (P) $ 1,000 $ 1,000 $ 1,000
12/31/94 $$ w/DSC (ERV) $ 912.96 $ 1,366.90 $ 2,445.21
12/31/94 $$ w-o/DSC (ERV) $ 982.96 $ 1,426.90 $ 2,485.21

Ann Tot Ret w/DSC -8.70% 6.45% 9.35%
Ann Total Return w-o/DSC -1.70% 7.36% 9.53%
Cumulative Return w-o/DSC -1.70% 42.69% 148.52%

Account Charge $ 0.27

Adj for account charge
Table 1 Ann w/DSC (T) -8.73% 6.43% 9.34%
Table 2 Ann w-o/DSC (T) -1.73% 7.34% 9.51%
Table 3 Cum w-o/DSC (T) -1.73% 42.56% 148.25%

</TABLE>

C-50
<PAGE>

1994 MEDLEY RATE OF RETURN CALCULATIONS

VCA-24
STOCK INDEX

12/31/94 12/31/93 12/31/89 10/19/87
-------- -------- -------- --------
<S> <C> <C> <C> <C>

Number of Years (N) 1 5 7.21
Max % Def Sls Chrg (DSC) 7% 6% 4%
Unit Value 2.0123372 2.00718617 1.43324906 0.88182881
Units 498.2098895 697.715441 1134.006951
Initial Investment (P) $ 1,000 $ 1,000 $ 1,000
12/31/94 $$ w/DSC (ERV) $ 932.57 $ 1,344.04 $ 2,242.00
12/31/94 $$ w-o/DSC (ERV) $ 1,002.57 $ 1,404.04 $ 2,282.00

Ann Tot Ret w/DSC -6.74% 6.09% 11.86%
Ann Total Return w-o/DSC 0.26% 7.02% 12.13%
Cumulative Return w-o/DSC 0.26% 40.40% 128.20%

Account Charge $ 0.15

Adj for account charge
Table 1 Ann w/DSC (T) -6.76% 6.08% 11.85%
Table 2 Ann w-o/DSC (T) 0.24% 7.01% 12.12%
Table 3 Cum w-o/DSC (T) 0.24% 40.33% 128.09%

</TABLE>

C-51
<PAGE>

1994 MEDLEY RATE OF RETURN CALCULATIONS

VCA-24
GLOBAL EQUITY

12/31/94 12/31/93 12/31/89 9/19/88
-------- -------- -------- -------
<S> <C> <C> <C> <C>

Number of Years (N) 1 5 6.28
Max % Def Sls Chrg (DSC) 7% 6% 4%
Unit Value 1.3019900 1.37912914 1.07008856 0.83748103
Units 725.0952583 934.5020939 1194.056897
Initial Investment (P) $ 1,000 $ 1,000 $ 1,000
12/31/94 $$ w/DSC (ERV) $ 874.07 $ 1,156.71 $ 1,514.65
12/31/94 $$ w-o/DSC (ERV) $ 944.07 $ 1,216.71 $ 1,554.65

Ann Tot Ret w/DSC -12.59% 2.95% 6.83%
Ann Total Return w-o/DSC -5.59% 4.00% 7.27%
Cumulative Return w-o/DSC -5.59% 21.67% 55.47%

Account Charge $ 0.03

Adj for account charge
Table 1 Ann w/DSC (T) -12.60% 2.95% 6.83%
Table 2 Ann w-o/DSC (T) -5.60% 4.00% 7.27%
Table 3 Cum w-o/DSC (T) -5.60% 21.66% 55.45%

</TABLE>

C-52
<PAGE>

1994 MEDLEY RATE OF RETURN CALCULATIONS

VCA-24
GOVERNMENT SECURITIES

12/31/94 12/31/93 12/31/89 5/1/89
-------- -------- -------- ------
<S> <C> <C> <C> <C>

Number of Years (N) 1 5 5.67
Max % Def Sls Chrg (DSC) 7% 6% 6%
Unit Value 1.2421195 1.31958424 0.92501703 0.83305408
Units 757.8144462 1081.061178 1200.40226
Initial Investment (P) $ 1,000 $ 1,000 $ 1,000
12/31/94 $$ w/DSC (ERV) $ 871.30 $ 1,282.81 $ 1,431.04
12/31/94 $$ w-o/DSC (ERV) $ 941.30 $ 1,342,81 $ 1,491.04

Ann Tot Ret w/DSC -12.87% 5.10% 6.52%
Ann Total Return w-o/DSC -5.87% 6.07% 7.30%
Cumulative Return w-o/DSC -5.87% 34.28% 49.10%

Account Charge $ 0.02

Adj for account charge
Table 1 Ann w/DSC (T) -12.87% 5.10% 6.52%
Table 2 Ann w-o/DSC (T) -5.87% 6.07% 7.30%
Table 3 Cum w-o/DSC (T) -5.87% 34.27% 49.09%

</TABLE>

C-53

<PAGE>
<ARTICLE> 6
<CIK> 0000811394
<NAME> VCA-24
<SERIES>
<NUMBER> 3
<NAME> MEDLEY - COMMON STOCK
<MULTIPLIER> 1

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> 193,133,287
<INVESTMENTS-AT-VALUE> 204,091,123
<RECEIVABLES> 0
<ASSETS-OTHER> 506,630
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 204,597,753
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 99,323,439
<SHARES-COMMON-PRIOR> 79,984,866
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 204,597,753
<DIVIDEND-INCOME> 12,651,397
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 1,388,820
<NET-INVESTMENT-INCOME> 11,262,577
<REALIZED-GAINS-CURRENT> (73,835)
<APPREC-INCREASE-CURRENT> (7,505,048)
<NET-CHANGE-FROM-OPS> 3,683,694
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 32,467,788
<NUMBER-OF-SHARES-REDEEMED> 13,129,215
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 42,974,897
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,388,820
<AVERAGE-NET-ASSETS> 184,343,564
<PER-SHARE-NAV-BEGIN> 2.014
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 2.054
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000811394
<NAME> VCA-24
<SERIES>
<NUMBER> 4
<NAME> MEDLEY - BOND
<MULTIPLIER> 1

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> 26,198,377
<INVESTMENTS-AT-VALUE> 24,526,736
<RECEIVABLES> 0
<ASSETS-OTHER> 94,926
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 24,621,662
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 14,575,241
<SHARES-COMMON-PRIOR> 14,481,481
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 24,621,662
<DIVIDEND-INCOME> 1,602,923
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> 177,681
<NET-INVESTMENT-INCOME> 1,425,242
<REALIZED-GAINS-CURRENT> (288,665)
<APPREC-INCREASE-CURRENT> (2,086,974)
<NET-CHANGE-FROM-OPS> (950,397)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 5,000,706
<NUMBER-OF-SHARES-REDEEMED> 4,906,946
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (846,932)
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 177,681
<AVERAGE-NET-ASSETS> 23,879,775
<PER-SHARE-NAV-BEGIN> 1.744
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.675
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000811394
<NAME> VCA-24
<SERIES>
<NUMBER> 5
<NAME> MEDLEY - AGGRESSIVELY MANAGED FLEXIBLE
<MULTIPLIER> 1

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> 82,014,022
<INVESTMENTS-AT-VALUE> 80,097,594
<RECEIVABLES> 0
<ASSETS-OTHER> 207,106
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 80,304,700
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 0
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 44,728,960
<SHARES-COMMON-PRIOR> 36,034,779
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 80,304,700
<DIVIDEND-INCOME> 4,359,171
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</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000811394
<NAME> VCA-24
<SERIES>
<NUMBER> 6
<NAME> MEDLEY - CONSERVATIVELY MANAGED FLEXIBLE
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<S> <C>
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</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000811394
<NAME> VCA-24
<SERIES>
<NUMBER> 7
<NAME> MEDLEY - STOCK INDEX
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<S> <C>
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</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000811394
<NAME> VCA-24
<SERIES>
<NUMBER> 8
<NAME> MEDLEY - GLOBAL EQUITY
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<S> <C>
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</TABLE>

<PAGE>
<ARTICLE> 6
<CIK> 0000811394
<NAME> VCA-24
<SERIES>
<NUMBER> 9
<NAME> MEDLEY - GOVERNMENT SECURITIES
<MULTIPLIER> 1

<S> <C>
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</TABLE>