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SUPPLEMENT
(TO PROSPECTUS DATED FEBRUARY 15, 1996 AND PROSPECTUS SUPPLEMENT DATED FEBRUARY
16, 1996)
$399,030,405 (APPROXIMATE)
THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC. [LOGO]
SELLER
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-2
PRINCIPAL AND INTEREST PAYABLE MONTHLY, COMMENCING IN MARCH 1996
The Prospectus Supplement is hereby revised and supplemented as follows:
(A) Notwithstanding anything contained in the Prospectus Supplement to the
contrary, after the Cross-Over Date, for so long as the Class A-5 Certificates
are outstanding, the amount that would have reduced the Class A Subclass
Principal Balances of the other Subclasses of Class A Certificates as a result
of the application of the second sentence of the definition of Class A Subclass
Principal Balance set forth on page S-28 of the Prospectus Supplement will
instead reduce the Class A Subclass Principal Balance of the Class A-5
Certificates. AS A RESULT, AFTER THE CROSS-OVER DATE, THE CLASS A-5 CERTIFICATES
WILL BEAR THE PRINCIPAL PORTION OF ALL REALIZED LOSSES ALLOCABLE TO THE CLASS A
CERTIFICATES, OTHER THAN EXCESS SPECIAL HAZARD LOSSES, EXCESS FRAUD LOSSES AND
EXCESS BANKRUPTCY LOSSES, FOR SO LONG AS THE CLASS A-5 CERTIFICATES ARE
OUTSTANDING.
(B) Notwithstanding anything contained in the Prospectus Supplement to the
contrary, the Class A-5 Certificates will be issued as Definitive Certificates.
See "Description of the Certificates -- Definitive Form" in the Prospectus
Supplement.
(C) Notwithstanding anything contained in the Prospectus Supplement to the
contrary, the Class A-5 Certificates are subject to certain restrictions on
transfer. Under current law the purchase and holding of the C lass A-5
Certificates by or on behalf of a Plan may result in "prohibited transactions"
within the meaning of ERISA and Code Section 4975 or Similar Law. Transfer of
the Class A-5 Certificates will not be made unless the transferee (i) executes a
representation letter in form and substance satisfactory to the Trust
Administrator stating that (a) it is not, and is not acting on behalf of, any
such Plan or using the assets of any such Plan to effect such purchase or (b) if
it is an insurance company, that the source of funds used to purchase the Class
A-5 Certificates is an "insurance company general account" (as such term is
defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE
95-60"), 60 Fed. Reg 35925 (July 12, 1995)) and there is no Plan with respect to
which the amount of such general account's reserves and liabilities for the
contract(s) held by or on behalf of such Plan and all other Plans maintained by
the same employer (or affiliate thereof as defined in Section V(a)(1) of PTE
95-60) or by the same employee organization, exceed 10% of the total of all
reserves and liabilities of such general account (as such amounts are determined
under Section 1(a) of PTE 95-60) at the date of acquisition or (ii) provides an
opinion of counsel in form and substance satisfactory to the Trust Administrator
that the purchase or holding of the Class A-5 Certificates by or on behalf of
such Plan will not result in the assets of the Trust Estate being deemed to be
"plan assets" and subject to the prohibited transaction provisions of ERISA and
the Code or Similar Law and will not subject the Seller, the Master Servicer,
the Trustee or the Trust Administrator to any obligation in addition to those
undertaken in the Pooling and Servicing Agreement. The Class A-5 Certificates
will contain a legend describing such restrictions on transfer and the Pooling
and Servicing Agreement will provide that any attempted or purported transfer in
violation of these transfer restrictions will be null and void and will vest no
rights in any purported transferee. Accordingly, the discussion under "ERISA
Considerations" in the Prospectus Supplement does not purport to discuss the
considerations under ERISA, Code Section 4975 or Similar Law with respect to the
purchase, acquisition or resale of the Class A-5 Certificates and for purposes
of such discussion all references to the Offered Certificates are deemed to
exclude the Class A-5 Certificates.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
THE DATE OF THIS SUPPLEMENT IS FEBRUARY 23, 1996.