PRUDENTIAL STRUCTURED MATURITY FUND INC
N-30D, 1994-09-16
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<PAGE>

SEMI ANNUAL REPORT

June 30, 1994

Prudential Structured
Maturity Fund



Income Portfolio

Prudential Mutual Funds
 Building Your Future   (LOGO)
   On Our Strength

<PAGE>

                           LETTER TO
                           SHAREHOLDERS
                           ------------------------------------------------
                                                            August 12, 1994
Dear Shareholder:

   In the past six months, short-term U.S. government and corporate bond 
yields have risen steadily in a bond market distressed by fears of growing 
inflation. While bond prices have suffered generally, short-term bonds 
are not as sensitive to interest rate changes as long-term bonds. 
The Prudential Structured Maturity Fund--Income Portfolio produced 
average total returns.

Portfolio Update

   The Prudential Structured Maturity Fund-Income Portfolio seeks 
high current income, consistent with preservation of principal, 
from a portfolio of short- to intermediate-term investment grade corporate 
bonds and U.S. government obligations. 

                        HISTORICAL PERFORMANCE1
                         As of June 30, 1994
<TABLE>
<CAPTION>
                                               Since
                  6-Month      12-Month      Inception**    30-Day
                Total Return  Total Return   Total Return  SEC Yield    NAV
<S>             <C>           <C>            <C>           <C>         <C>
Class A            -1.7%         +0.4%          +43.4%       5.19%     $11.25
Class B            -2.1%         -0.5%           +4.7%       4.61%     $11.24
Lipper Short
Inv. Grade Avg.*:  -1.2%         +1.1%          +38.9%        N/A        N/A
</TABLE>

                        AVERAGE ANNUAL TOTAL RETURNS2
                           As of June 30, 1994
<TABLE>
<CAPTION>
                One-Year      Since Inception**
<S>              <C>              <C>
Class A          -2.9%            +7.0%
Class B          -3.5%            +1.7%
</TABLE>

   Past performance is no guarantee of future results and the Fund's 
investment return and principal value will fluctuate so that an investor's 
shares, when redeemed, may be worth more or less than their original value.

   1Source: Lipper Analytical Services, Inc. These figures do not take 
into account sales charges. The Fund charges a maximum front-end sales 
load of 3.25% for Class A shares.  Class B shares are subject to a 
declining contingent deferred sales charge of 3%, 2%, 1% and 1% for 
the first 4 years.

   2Source: Prudential Mutual Fund Management, Inc. These averages 
take into account applicable sales charges.

   *This is the average of 109 funds in the short investment grade 
debt category on 6/30/94 according to Lipper Analytical Services, Inc.

   **Inception date: Class A 9/1/89,  Class B 12/9/92.

                               -1-

<PAGE>
   The Portfolio has a "laddered' maturity format: assets are allocated 
between six "rungs,' or maturities, running from one year or less to 
between five and six years. When new money comes into the Portfolio or 
as securities mature, we purchase new bonds to keep the six annual 
maturity categories in balance. With a steady average effective 
maturity between 2.5 and 3.5 years, this Portfolio should not fall 
as much in net asset value as a long-term bond portfolio when interest 
rates rise.  Of course, there can be no assurance that the Fund will 
achieve its objective.

   The Fund also paid dividends during the period totalling $0.34 and 
$0.30 per share for Class A and Class B shares, respectively. 

The Market

   Since the Federal Reserve began raising short-term interest rates in 
early February, bond investors have had a rough ride. The central bank 
raised the federal funds rate (the interbank overnight loan rate) 125 
basis points, in a move designed to quell inflation fears. Long-term 
rates spiked slightly more--roughly 130 basis points so far this year. 
Bond prices have generally fallen to compensate for higher yields 
available now in the market,as well as for the risk. Yields will 
move even higher if the Fed acts again this summer.

(CHART) Treasury Yield Curve 6/30/93 v. 6/30/94

   While not exempt from this correction, short-term bonds have been less 
affected than long-term bonds. Short-term corporate bonds were not as 
resilient as governments because they entail greater credit risk.

Mortgages were another strong asset class (they have naturally 
shorter average lives than government securities and higher coupons 
that reflect greater prepayment risk). While U.S. government mortgage-backed 
security prices have fallen this year, their high coupons help cushion price 
losses and they have not dropped as much as other government bonds. In 
addition, the prepayment fears that racked this market last year, 
when rates were tumbling, have abated. Actual prepayments are down 
about 70% this year.

The Strategy

   In this environment, the Portfolio's 30-day Class A SEC yield 
increased by about 134 basis points, to 5.19% in June from 3.85% 
in January (At June 30, 1994, Class B SEC yield was 58 basis points 
lower than Class A). That's a function of our laddered maturity format; 
the Fund's current yield drifts upwards in tandem with rising interest 
rates. Our total returns have been lower than those of the Lipper Short 
Investment Grade Bond Average, however, because we maintain a 3.0 year 
effective maturity range. Many short-intermediate term funds have 
reduced their maturities much lower than that to ride out this 
volatile market, so we pick up a little more in yield and lose a 
little in total return.
                               -2-

<PAGE>
   To take advantage of more resilient sectors, we looked for securities 
to cushion performance from the adverse effects of higher interest rates.  
In the government sector, for instance, we bought a limited number of 
premium coupon mortgages, which benefitted from the slowdown in prepayments.
On the corporate side, we retained a high (63%) position in corporate 
bonds, especially those in the finance and industrial sectors. These 
sectors have been among the better performers in this turbulent 
market and they should benefit from the moderately expanding economy. 
We bought several new issues this year, including: Oryx Energy, Penske 
Truck Leasing and Westinghouse Electric. 

The Outlook

   Economic growth in the U.S. remains moderate and inflation is still 
under control, but nagging signs of strength in the leading economic 
indicators are making the financial markets nervous about inflation. 
In this environment, bonds may continue to suffer from rising interest 
rates, especially if the Fed hikes rates again. The good news: bond fund 
yields should be rising for several months, as higher rate levels are 
ultimately incorporated into portfolios. But investors should expect 
continued price losses until interest rates stabilize. Mortgages and 
corporates can be a good defensive holding in this type of bond market 
because the benefits of higher coupons may help offset price losses.

As always, we appreciate having you as a shareholder of the Prudential 
Structured Maturity Fund--Income Portfolio, and remain committed to 
managing it for your long-term benefit. 

Sincerely,

Lawrence C. McQuade
President

Annamarie Carlucci
Portfolio Manager

                               -3-
<PAGE>
 Commentary on Presentation of Portfolio of Investments:
 The Portfolio of Investments, following hereto, is presented in a ``laddered''
 maturity structure. The Income Portfolio invests in investment grade corporate
 debt securities and in obligations of the U.S. Government, its agencies and
 instrumentalities with maturities of six years or less. These securities are
 categorized within six annual maturity categories.
- --------------------------------------------------------------------------------
 PRUDENTIAL STRUCTURED MATURITY FUND                    Portfolio of Investments
 INCOME PORTFOLIO                                      June 30, 1994 (Unaudited)
<TABLE>
<CAPTION>
          Principal
 Moody's   Amount                                 Value
 Rating    (000)          Description            (Note 1)
<C>        <C>      <S>                         <C>
                      5-6 YEARS--16.4%
                      General Motors
                        Acceptance Corp.
                      (Financial Services)
Baa1      $ 1,700     8.40%, 10/15/99.........  $  1,741,786
                      United States Treasury
                        Note
           40,300     6.00%, 10/15/99.........    38,568,309
                                                ------------
                                                  40,310,095
                                                ------------
                      4-5 YEARS--16.5%
                      Aristar, Inc.
                      (Financial Services)
Baa1        2,000     5.75%, 7/15/98..........     1,897,580
                      Countrywide Funding
                        Corp.
                      (Financial Services)
A3          3,000     6.88%, 8/3/98...........     2,947,530
                      Crane Co.
                      (Industrial Services)
Baa3        3,000     7.25%, 6/15/99..........     2,931,690
                      Federal Express Corp.
                      (Consumer Services)
Baa3        1,000     10.05%, 6/15/99.........     1,083,030
                      Green Tree Financial
                        Corp.
                      (Asset Backed)
                        (Average Life 5.0
                        Years)
Aa2         4,000     7.35%, 5/15/19..........     3,953,750
                      Hospitality Franchise
                        Systems, Inc.
                      (Industrial Services)
Baa3        2,000     5.875%, 12/15/98........     1,854,600
                      Korea Development Bank
                      (Banking)
A1          1,200     5.875%, 12/1/98.........     1,122,000
                      Penske Truck Leasing Co.
                      (Industrial Services)
Baa3        2,000     7.75%, 5/15/99..........     1,986,180
                      United States Treasury
                        Note
          $24,500     5.125%, 11/30/98........  $ 22,876,875
                                                ------------
                                                  40,653,235
                                                ------------
                      3-4 YEARS--16.4%
                      Associates Corp. of
                        North America
                      (Consumer Finance)
A1            200     8.375%, 1/15/98.........       206,574
                      Carnival Cruise Lines,
                        Inc.
                      (Leisure)
A3          2,500     5.75%, 3/15/98..........     2,379,250
                      Coca-Cola Enterprises,
                        Inc.
                      (Beverages)
A3          1,000     6.50%, 11/15/97.........       981,750
                      Federal Home Loan
                        Mortgage Corp.
                      (Average Life 3.1 Years)
            4,900     7.50%, 6/1/01...........     4,916,807
                      First Union Corp.
                      (Banking)
A2          2,000     6.75%, 1/15/98..........     1,962,740
                      Ford Motor Credit Co.
                      (Consumer Finance)
A2          2,000     6.25%, 2/26/98..........     1,932,400
                      General Motors
                        Acceptance Corp.
                      (Financial Services)
Baa1        2,000     7.50%, 11/4/97..........     2,006,960
                      Goldman Sachs Group,
                        L.P.
                      (Financial Services)
A1          1,500     6.10%, 4/15/98..........     1,428,120
                      Greyhound Financial
                        Corp.
                      (Industrial Finance)
Baa2        2,100     9.67%, 7/1/97...........     2,233,203
                      International Bank for
                        Reconstruction &
                        Development
                      (Financial Services)
Aaa         1,000     9.61%, 12/3/97..........     1,081,120
</TABLE>
 
                                        -4-   See Notes to Financial Statements.

<PAGE>

PRUDENTIAL STRUCTURED MATURITY FUND<PAGE>
INCOME PORTFOLIO

<TABLE>
<CAPTION>
          Principal
 Moody's   Amount                                 Value
 Rating    (000)          Description            (Note 1)
<S>      <C>          <C>                       <C>
                      3-4 YEARS (cont'd.)
                      ITT Financial Corp.
                      (Financial Services)
Baa1      $ 4,225     8.85%, 7/10/97..........  $  4,450,784
                      MBNA Master Card Trust
                      (Asset Backed)
                        (Average Life 3.0
                        Years)
Aaa         4,000     7.25%, 6/15/99..........     4,032,480
                      Mellon Financial Co.
                      (Financial Services)
A3          1,000     6.50%, 12/1/97..........       978,630
                      NationsBank Corp.
                      (Financial Services)
A2          1,500     6.625%, 1/15/98.........     1,471,380
                      Sears Roebuck & Co.
                      (Retail)
Baa1        2,000     9.25%, 8/1/97...........     2,107,920
                      Southern California
                        Edison Co.
                      (Utilities)
A1          2,000     5.875%, 2/1/98..........     1,908,960
                      Tenneco Credit Corp.
                      (Financial Services)
Baa2        1,850     10.125%, 12/1/97........     1,994,873
                      Texas Utilities Electric
                        Co.
                      (Utilities)
Baa2        3,000     5.875%, 4/1/98..........     2,857,860
                      United States Treasury
                        Note
            1,500     5.375%, 5/31/98.........     1,428,285
                                                ------------
                                                  40,360,096
                                                ------------
                      2-3 YEARS--16.4%
                      Associates Corp. of North America
                      (Consumer Finance)
A1          3,500     4.56%, 10/29/96.........     3,336,480
                      Bausch & Lomb, Inc.
                      (Consumer Products)
A2          3,500     6.80%, 12/12/96.........     3,505,355
                      Chrysler Financial Corp.
                      (Financial Services)
Baa2        1,600     5.39%, 8/27/96..........     1,555,248
                      Comdisco, Inc.
                      (Leasing)
Baa2      $ 1,500     9.75%, 1/15/97..........  $  1,587,135
                      Federal National
                        Mortgage Association
                      (Average Life 2.7 Years)
            3,211     11.00%, 11/1/00.........     3,575,155
                      Grand Metropolitan
                        Investment Corp.
                      (Industrial Finance)
A2          2,195     8.125%, 8/15/96.........     2,252,970
                      International Lease
                        Finance Corp.
                      (Equipment Leasing)
A2          2,000     5.54%, 5/27/97..........     1,921,200
                      Korea Development Bank
                      (Banking)
A1          1,200     7.71%, 5/5/97...........     1,199,256
                      Mitchell Energy &
                        Development Corp.
                      (Industrial Services)
Baa3        1,300     5.10%, 2/15/97..........     1,231,789
                      Mobil Corp.
                      (Oil)
Aa2         2,000     6.50%, 12/17/96.........     1,989,200
                      New Zealand Government
                      (Foreign Government)
Aa2         4,300     8.25%, 9/25/96..........     4,419,669
                      Norwest Financial, Inc.
                      (Consumer Finance)
A1          2,000     4.85%, 11/15/96.........     1,927,500
                      Potomac Capital
                        Investment Corp.
                      (Financial Services)
A3          3,500     6.19%, 4/28/97..........     3,395,595
                      TransAmerica Finance
                        Corp.
                      (Financial Services)
A2          2,000     5.85%, 7/15/96..........     1,967,920
</TABLE>
 
                                      -5-     See Notes to Financial Statements.
<PAGE>
 <PAGE>
PRUDENTIAL STRUCTURED MATURITY FUNDINCOME PORTFOLIO

<TABLE>
<CAPTION>
          Principal
 Moody's   Amount                                 Value
 Rating    (000)          Description            (Note 1)
<S>      <C>          <C>                       <C>
                      2-3 YEARS (cont'd.)
                      United States Treasury
                        Note
          $ 6,000     8.50%, 5/15/97..........  $  6,310,320
                                                ------------
                                                  40,174,792
                                                ------------
                      1-2 YEARS--16.6%
                      Ashland Oil, Inc.
                      (Oil)
Baa1        1,000     8.95%, 1/17/96..........     1,034,700
                      Cemex S.A.
                      (Industrial Services)
NR          1,000     6.25%, 10/25/95.........       990,000
                      Centex Corp.
                      (Industrial Finance)
Baa2        4,000     9.05%, 5/1/96...........     4,128,840
                      Chrysler Financial Corp.
                      (Financial Services)
Baa3        1,300     5.26%, 7/6/95...........     1,287,234
                      CIT Group Holdings, Inc.
                      (Financial Services)
A1          1,000     8.75%, 2/15/96..........     1,035,260
                      Georgia Power Co.
                      (Utilities)
A2          2,000     4.75%, 3/1/96...........     1,947,720
                      Hanson Overseas
                      (Diversified Industrial)
A1          2,000     5.50%, 1/15/96..........     1,971,380
                      International Lease Finance Corp.
                      (Equipment Leasing)
A2          1,000     9.80%, 7/31/95..........     1,038,530
                      Mellon Financial Co.
                      (Financial Services)
A3          1,500     6.125%, 11/15/95........     1,498,725
                      Merrill Lynch & Co.,
                        Inc.
                      (Financial Services)
A1          1,500     5.50%, 7/28/95..........     1,492,260
                      Norwest Financial, Inc.
                      (Consumer Finance)
Aa3         2,500     7.25%, 11/1/95..........     2,533,750
                      Occidental Petroleum
                        Corp.
                      (Oil)
Baa3        3,750     5.37%, 9/11/95..........     3,704,475
                      Oryx Energy Co.
                      (Oil)
Ba2       $ 2,500     6.05%, 2/1/96...........  $  2,417,500
                      Philip Morris Cos., Inc.
                      (Tobacco)
A2          1,000     9.20%, 11/2/95..........     1,037,260
                      Sears Roebuck & Co.
                      (Retail)
Baa1        1,000     5.60%, 7/17/95..........       994,670
                      Union Bank Finland, Ltd.
                      (Banking)
A3          1,500     5.25%, 6/15/96..........     1,452,660
                      Union Pacific Corp.
                      (Oil)
A2          1,750     9.33%, 10/12/95.........     1,818,162
                      Virginia Electric &
                        Power Co.
                      (Utilities)
A2          1,350     9.70%, 5/6/96...........     1,422,725
                      Waste Management, Inc.
                      (Chemicals)
A1          2,700     4.875%, 7/1/95..........     2,672,514
                      Westinghouse Credit
                        Corp.
                      (Financial Services)
Ba1         4,000     8.75%, 6/3/96...........     4,095,760
                      Westinghouse Electric
                        Corp.
                      (Consumer Finance)
Ba1         1,530     7.75%, 4/15/96..........     1,540,083
Ba1           600     8.70%, 6/20/96..........       613,638
                                                ------------
                                                  40,727,846
                                                ------------
                      WITHIN 1 YEAR--16.5%
                      Alcan Aluminum Ltd.
                      (Aluminum)
A2          1,000     9.40%, 6/1/95...........     1,029,380
                      American Express Credit
                        Corp.
                      (Financial Services)
A1          1,000     8.625%, 7/15/94.........     1,000,760
                      Bank of New York Master
                        Credit Card Trust
                      (Asset Backed)
                        (Average Life 0.2
                        Years)
Aaa         1,533     7.95%, 4/15/96..........     1,538,117
</TABLE>
 
                                      -6-     See Notes to Financial Statements.

<PAGE>
 <PAGE>
PRUDENTIAL STRUCTURED MATURITY FUNDINCOME PORTFOLIO

<TABLE>
<CAPTION>
          Principal
 Moody's   Amount                                 Value
 Rating    (000)         Description            (Note 1)
<S>      <C>          <C>                       <C>
                      WITHIN 1 YEAR (cont'd.)
                      Central Fidelity Bank
                      (Financial Services)
A2        $ 1,000     4.70%, 2/15/95..........  $    995,440
                      Citicorp
                      (Financial Services)
A2          1,000     7.80%, 3/24/95..........     1,014,120
                      Comdisco, Inc.
                      (Leasing)
Baa2        1,000     8.95%, 5/15/95..........     1,022,150
                      Commonwealth Edison Co.
                      (Utilities)
Baa2        2,500     6.125%, 5/15/95.........     2,491,575
                      Federal Express Corp.
                      (Consumer Services)
Baa3        1,000     9.75%, 10/3/94..........     1,009,320
Baa3        1,475     9.20%, 11/15/94.........     1,494,308
                      General Electric Capital
                        Corp.
                      (Industrial Finance)
Aaa         1,000     8.60%, 11/15/94.........     1,011,730
                      General Motors
                        Acceptance Corp.
                      (Financial Services)
Baa1        2,000     7.05%, 4/13/95..........     2,015,780
                      Greyhound Financial
                        Corp.
                      (Industrial Finance)
Baa2        2,000     4.625%, 4/19/95.........     1,979,080
                      Hydro Quebec
                      (Utilities)
A1          2,000     4.25%, 9/15/94,
                        F.R.N.................     1,655,000
                      Morgan Stanley Group,
                        Inc.
                      (Financial Services)
A1          1,000     9.875%, 5/1/95..........     1,031,170
                      Nordstrom Credit, Inc.
                      (Consumer Finance)
A2          2,000     8.60%, 7/15/94..........     2,001,500
                      Pacific-Tel Capital
                        Resources Group
                      (Utilities)
A1        $ 2,000     8.95%, 6/20/95..........  $  2,056,960
                      PaineWebber Group, Inc.
                      (Financial Services)
A3          3,000     9.625%, 5/1/95..........     3,079,200
                      Petroleos Mexicanos
                      (Foreign Government)
Ba2         2,500     4.828%, 9/8/94,
                        F.R.N.................     2,462,500
                      Philip Morris Cos., Inc.
                      (Tobacco)
A2          2,000     8.70%, 8/1/94...........     2,004,760
                      Standard Credit Card
                        Trust
                      (Asset Backed)
                        (Average Life 0.8
                        Years)
A2          2,000     9.375%, 3/10/96.........     2,049,062
                      Texas Utilities Electric
                        Co.
                      (Utilities)
Baa2        1,500     9.625%, 9/30/94.........     1,513,695
                      Westinghouse Credit
                        Corp.
                      (Financial Services)
Ba1         1,000     8.73%, 8/8/94...........     1,002,320
                      Joint Repurchase
                        Agreement Account
            5,031     4.26%, 7/1/94 (Note
                        5)....................     5,031,000
                                                ------------
                                                  40,488,927
                                                ------------
                      Total Investments--98.8%
                      (cost $248,318,122; Note
                        4)....................   242,714,991
                      Other assets in excess
                        of
                        liabilities--1.2%.....     2,883,209
                                                ------------
                      Net Assets--100%........  $245,598,200
                                                ------------
                                                ------------
</TABLE>
- ------------------
F.R.N.-Floating Rate Note.
NR-Not Rated.
                                      -7-     See Notes to Financial Statements.
 <PAGE>
<PAGE>
 PRUDENTIAL STRUCTURED MATURITY FUND
 INCOME PORTFOLIO
 Statement of Assets and Liabilities
 (Unaudited)
<TABLE>
<CAPTION>
Assets                                                                                            June 30, 1994
                                                                                                  -------------
<S>                                                                                               <C>
Investments, at value (cost $248,318,122)......................................................   $ 242,714,991
Interest receivable............................................................................       3,771,721
Receivable for Fund shares sold................................................................         572,214
Deferred organization expenses and other assets................................................          62,151
                                                                                                  -------------
    Total assets...............................................................................     247,121,077
                                                                                                  -------------
Liabilities
Payable for Fund shares reacquired.............................................................         966,325
Dividends payable..............................................................................         369,465
Distribution fee payable.......................................................................         105,910
Management fee payable.........................................................................          81,177
                                                                                                  -------------
    Total liabilities..........................................................................       1,522,877
                                                                                                  -------------
Net Assets.....................................................................................   $ 245,598,200
                                                                                                  -------------
                                                                                                  -------------
Net assets were comprised of:
  Common stock, at par.........................................................................   $     218,386
  Paid-in capital in excess of par.............................................................     256,498,809
                                                                                                  -------------
                                                                                                    256,717,195
  Accumulated net realized loss on investments.................................................      (5,515,864)
  Net unrealized depreciation on investments...................................................      (5,603,131)
                                                                                                  -------------
  Net assets at June 30, 1994..................................................................   $ 245,598,200
                                                                                                  -------------
                                                                                                  -------------
  Class A:
  Net asset value and redemption price per share
    ($106,472,402 / 9,464,946 shares of common stock issued and outstanding)...................          $11.25
  Maximum sales charge (3.25% of offering price)...............................................             .38
                                                                                                  -------------
  Maximum offering price to public.............................................................          $11.63
                                                                                                  -------------
                                                                                                  -------------
  Class B:
  Net asset value, offering price and redemption price per share
    ($139,125,798 / 12,373,647 shares of common stock issued and outstanding)..................          $11.24
                                                                                                  -------------
                                                                                                  -------------
</TABLE>
 
See Notes to Financial Statements.
                                      -8-
 <PAGE>
<PAGE>
 PRUDENTIAL STRUCTURED MATURITY FUND
 INCOME PORTFOLIO
 Statement of Operations
 (Unaudited)
<TABLE>
<CAPTION>
                                            Six Months
                                               Ended
                                             June 30,
Net Investment Income                          1994
                                            -----------
<S>                                         <C>
Income
  Interest................................  $ 8,160,089
                                            -----------
Expenses
  Management fee..........................      484,827
  Distribution fee--Class A...............       55,871
  Distribution fee--Class B...............      555,352
  Transfer agent's fees and expenses......      143,000
  Custodian's fees and expenses...........       75,000
  Registration fees.......................       47,000
  Reports to shareholders.................       35,000
  Legal fees and expenses.................       26,000
  Audit fees..............................       17,000
  Amortization of deferred organization
  expenses................................       16,000
  Directors' fees.........................       15,000
  Miscellaneous...........................        4,181
                                            -----------
    Total expenses........................    1,474,231
                                            -----------
    Net investment income.................    6,685,858
                                            -----------
Realized and Unrealized Loss on
Investments
Net realized loss on investments..........   (5,297,589)
Net change in unrealized appreciation
  (depreciation) of investments...........   (6,039,552)
                                            -----------
Net loss on investments...................  (11,337,141)
                                            -----------
Net Decrease in Net Assets
Resulting from Operations.................  $(4,651,283)
                                            -----------
                                            -----------
</TABLE>
 
 PRUDENTIAL STRUCTURED MATURITY FUND
 INCOME PORTFOLIO
 Statement of Changes in Net Assets
 (Unaudited)
<TABLE>
<CAPTION>
                               Six Months
                                  Ended         Year Ended
Increase (Decrease)             June 30,       December 31,
in Net Assets                     1994             1993
                              -------------    -------------
<S>                           <C>              <C>
Operations
  Net investment income.....  $   6,685,858    $  10,305,665
  Net realized gain (loss)
    on investments..........     (5,297,589)       1,676,837
  Net change in unrealized
    appreciation
    (depreciation) of
    investments.............     (6,039,552)      (1,001,998)
                              -------------    -------------
  Net increase (decrease) in
    net assets resulting
    from operations.........     (4,651,283)      10,980,504
                              -------------    -------------
Dividends and distributions
  (Note 1)
  Dividends to shareholders
    from net investment
    income
    Class A.................     (3,303,568)      (6,786,531)
    Class B.................     (3,382,290)      (3,519,134)
                              -------------    -------------
                                 (6,685,858)     (10,305,665)
                              -------------    -------------
  Distributions to
    shareholders from net
    realized capital gains
    Class A.................             --       (1,295,162)
    Class B.................             --       (1,027,120)
                              -------------    -------------
                                         --       (2,322,282)
                              -------------    -------------
Fund share transactions
  (Note 5)
  Net proceeds from shares
    subscribed..............     49,621,731      155,140,884
  Net asset value of shares
    issued to shareholders
    in reinvestment of
    dividends and
    distributions...........      4,166,917        8,391,229
  Cost of shares
    reacquired..............    (39,608,887)     (40,937,219)
                              -------------    -------------
  Net increase in net assets
    from Fund share
    transactions............     14,179,761      122,594,894
                              -------------    -------------
Total increase..............      2,842,620      120,947,451
Net Assets
Beginning of period.........    242,755,580      121,808,129
                              -------------    -------------
End of period...............  $ 245,598,200    $ 242,755,580
                              -------------    -------------
                              -------------    -------------
</TABLE>
 
See Notes to Financial Statements.
                                      -9-
 <PAGE>
<PAGE>
 PRUDENTIAL STRUCTURED MATURITY FUND
 INCOME PORTFOLIO
 Notes to Financial Statements
 (Unaudited)
   Prudential-Bache Structured Maturity Fund, Inc., doing business as Prudential
Structured Maturity Fund (the ``Fund''), is registered under the Investment
Company Act of 1940, as a diversified, open-end management investment company.
The Fund consists of two portfolios--the Income Portfolio (the ``Portfolio'')
and the Municipal Income Portfolio. The Municipal Income Portfolio has not yet
begun operations. The Fund was incorporated in Maryland on June 8, 1988 and had
no operations until July 1989 when 8,613 shares of the Portfolio's common stock
were sold for $100,000 to Prudential Mutual Fund Management, Inc. (``PMF'').
Investment operations commenced on September 1, 1989. The Portfolio's investment
objective is high current income consistent with the preservation of principal.
The ability of issuers of debt securities held by the Portfolio to meet their
obligations may be affected by economic developments in a specific industry or
region.

Note 1. Accounting            The following is a summary
Policies                      of significant accounting poli-
                              cies followed by the Portfolio in the preparation
of its financial statements.

Securities Valuation: The Board of Directors has authorized the use of an
independent pricing service to determine valuations of U.S. Government and
corporate obligations. The pricing service considers such factors as security
prices, yields, maturities, call features, ratings and developments relating to
specific securities in arriving at securities valuations. When market quotations
are not readily available, a security is valued by appraisal at its fair value
as determined in good faith under procedures established under the general
supervision and responsibility of the Board of Directors.
   Short-term securities which mature in more than 60 days are valued at current
market quotations. Short-term securities which mature in 60 days or less are
valued at amortized cost.
   In connection with transactions in repurchase agreements, the Portfolio's
custodian or designated subcustodians, as the case may be under triparty
repurchase agreements, takes possession of the underlying collateral securities,
the value of which at least equals the principal amount of the repurchase
transaction, including accrued interest. To the extent that any repurchase
transaction exceeds one business day, the value of the collateral is
marked-to-market on a daily basis to ensure the adequacy of the collateral. If
the seller defaults and the value of the collateral declines or if bankruptcy
proceedings are commenced with respect to the seller of the security,
realization of the collateral by the Portfolio may be delayed or limited.

Securities Transactions and Investment Income: Securities transactions are
recorded on the trade date. Realized gains and losses on sales of securities are
calculated on the identified cost basis. Interest income is recorded on the
accrual basis.
   Net investment income (other than distribution fees) and unrealized and
realized gains or losses are allocated daily to each class of shares based upon
the relative proportion of net assets of each class at the beginning of the day.
Federal Income Taxes: It is the Portfolio's policy to continue to meet the
requirements of the Internal Revenue Code applicable to regulated investment
companies and to distribute all of its taxable net income and capital gains, if
any, to its shareholders. Therefore, no federal income tax provision is
required.

Dividends and Distributions: The Portfolio declares daily and pays monthly
dividends from net investment income. Distributions from net capital gains, if
any, are made at least annually. Dividends and distributions are recorded on the
ex-dividend date.
   Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles.

Deferred Organization Expenses: Approximately $160,000 of expenses were incurred
in connection with the organization and initial registration of the Portfolio.
These expenses have been deferred and are being amortized ratably over the
period of benefit not to exceed 60 months from the date of commencement of
investment operations.

Note 2. Agreements            The Fund has a management
                              agreement with PMF. Pursuant to this agreement,
PMF has responsibility for all investment advisory services and supervises the
subadviser's performance of such services. PMF has entered into a subadvisory
agreement with The Prudential Investment Corporation (``PIC''); PIC furnishes
investment advisory services in connection with the management of the Fund. PMF
pays for the cost of the subadviser's services, the compensation of officers and
employees of the Fund, occupancy and certain
                                      -10-
<PAGE>
<PAGE>
clerical and bookkeeping costs of the Fund. The Fund bears all other costs and
expenses.
   The management fee paid PMF is computed daily and payable monthly, at an
annual rate of .40 of 1% of the average daily net assets of the Portfolio.
   The Fund has distribution agreements with Prudential Mutual Fund
Distributors, Inc. (``PMFD''), which acts as distributor of the Class A shares
of the Fund, and with Prudential Securities Incorporated (``PSI''), which acts
as distributor of the Class B shares of the Fund (collectively the
``Distributors''). To reimburse the Distributors for their expenses incurred in
distributing and servicing the Fund's Class A and B shares, the Fund, pursuant
to plans of distribution, pays the Distributors a reimbursement, accrued daily
and payable monthly.
   Pursuant to the Class A Plan, the Portfolio reimburses PMFD for its
distribution-related expenses with respect to Class A shares at an annual rate
of .10 of 1% of the average daily net assets of the Class A shares. PMFD pays
various broker-dealers, including PSI and Pruco Securities Corporation
(``Prusec''), affiliated broker-dealers, for account servicing fees and other
expenses incurred by such broker-dealers.
   Pursuant to the Class B Plan, the Portfolio reimburses PSI for its
distribution-related expenses with respect to Class B shares at an annual rate
of up to 1% of the average daily net assets of the Class B shares. Such expenses
under the Class B Plan were .85 of 1% of the average daily net assets of the
Class B shares for the six months ended June 30, 1994.
   The Class B distribution expenses include commission credits for payment of
commissions and account servicing fees to financial advisers and an allocation
for overhead and other distribution-related expenses, interest and/or carrying
charges, the cost of printing and mailing prospectuses to potential investors
and of advertising incurred in connection with the distribution of shares.
   The Distributors recover the distribution expenses and service fees incurred
through the receipt of reimbursement payments from the Portfolio under the plans
and the receipt of initial sales charges (Class A only) and contingent deferred
sales charges (Class B only) from shareholders.
   PMFD has advised the Portfolio that it has received approximately $236,600 in
front-end sales charges resulting from sales of Class A shares during the six
months ended June 30, 1994. From these fees, PMFD paid such sales charges to
dealers (PSI and Prusec) which in turn paid commissions to salespersons.
   With respect to the Class B Plan, at any given time, the amount of expenses
incurred by PSI in distributing the Portfolio's shares and not recovered through
the imposition of contingent deferred sales charges in connection with certain
redemptions of shares may exceed the total reimbursement made by the Portfolio
pursuant to the Class B Plan. PSI advised the Portfolio that for the six months
ended June 30, 1994, it received approximately $159,400 in contingent deferred
sales charges imposed upon certain redemptions by investors. PSI, as
distributor, has also advised the Portfolio that at June 30, 1994, the amount of
distribution expenses incurred by PSI and not yet reimbursed by the Fund or
recovered through contingent deferred sales charges approximated $2,140,100.
This amount may be recovered through future payments under the Class B Plan or
contingent deferred sales charges.
   In the event of termination or noncontinuation of the Class B Plan, the
Portfolio would not be contractually obligated to pay PSI, as distributor, for
any expenses not previously reimbursed under the Class B Plan or recovered
through contingent deferred sales charges.
   PMFD is a wholly-owned subsidiary of PMF; PSI, PMF and PIC are indirect,
wholly-owned subsidiaries of The Prudential Insurance Company of America.

Note 3. Other                 Prudential Mutual Fund Ser-
Transactions                  vices, Inc. (``PMFS''), a 
with Affiliates               wholly-owned subsidiary of 
                              PMF, serves as the Portfolio's transfer agent.
During the six months ended June 30, 1994, the Portfolio incurred fees of
approximately $126,000 for the services of PMFS. As of June 30, 1994,
approximately $22,000 of such fees were due to PMFS. Transfer agent fees and
expenses in the Statement of Operations also include certain out-of-pocket
expenses paid to non-affiliates.

Note 4. Portfolio             Purchases and sales of port-
Securities                    folio securities, excluding 
                              short-term investments, for the six months ended
June 30, 1994 were $162,128,136 and $147,410,771, respectively.
   The federal income tax basis of the Portfolio's investments at June 30, 1994
was substantially the same as for financial reporting purposes, and accordingly,
net unrealized depreciation for federal income tax purposes was $5,603,131
(gross unrealized appreciation--$240,799; gross unrealized
depreciation--$5,843,930).
   The Portfolio elected to treat approximately $249,000 of net capital losses
incurred during the two month period ended December 31, 1993 as having occurred
in the current year.
                                      -11-
 <PAGE>
<PAGE>

Note 5. Joint                 The Portfolio, along with
Repurchase                    other affiliated registered 
Agreement                     investment companies, trans-
Account                       fers uninvested cash balances 
                              into a single joint account, the daily aggregate
balance of which is invested in one or more repurchase agreements collateralized
by U.S. Treasury or federal agency obligations. As of June 30, 1994, the
Portfolio had a 0.53% undivided interest in the repurchase agreements in the
joint account. The undivided interest for the Portfolio represented $5,031,000
in principal amount. As of such date, each repurchase agreement in the joint
account and the collateral therefor was as follows:
   Goldman Sachs & Co., 4.30%, in the principal amount of $300,000,000,
repurchase price $300,035,833, due 7/1/94. The value of the collateral including
accrued interest is $306,000,136.
   Merrill Lynch, Pierce, Fenner & Smith, Inc., 4.15%, in the principal amount
of $232,000,000, repurchase price $232,026,744, due 7/1/94. The value of the
collateral including accrued interest is $236,645,037.
   Nomura Securities International, Inc., 4.25%, in the principal amount of
$275,000,000, repurchase price $275,032,465, due 7/1/94. The value of the
collateral including accrued interest is $280,500,174.
   Smith Barney, Inc., 4.35%, in the principal amount of $150,000,000,
repurchase price $150,018,125, due 7/1/94. The value of the collateral including
accrued interest is $153,000,285.

Note 6. Capital               The Portfolio offers both
                              Class A and Class B shares. Class A shares are
sold with a front-end sales charge of up to 3.25%. Class B shares are sold with
a contingent deferred sales charge which declines from 3% to zero depending on
the period of time the shares are held. Both classes of shares have equal rights
as to earnings, assets and voting privileges except that each class bears
different distribution expenses and has exclusive voting rights with respect to
its distribution plan. Class B shares commenced operations on December 9, 1992.
   There are 500 million shares of $.01 par value common stock, divided into two
classes, designated Class A and Class B common stock, each of which consists of
250 million authorized shares. Of the 21,838,593 shares issued and outstanding
at June 30, 1994, PMF owned 8,613 Class A shares. Transactions in shares of
common stock were as follows:
<TABLE>
<CAPTION>
Class A                             Shares        Amount
- --------------------------------  ----------   ------------
<S>                               <C>          <C>
Six months ended June 30, 1994:
Shares sold.....................     942,235   $ 10,877,624
Shares issued in reinvestment of
  dividends.....................     170,914      1,965,067
Shares reacquired...............  (1,786,605)   (20,646,129)
                                  ----------   ------------
Decrease in shares
  outstanding...................    (673,456)  $ (7,803,438)
                                  ----------   ------------
                                  ----------   ------------
Year ended December 31, 1993:
Shares sold.....................   2,594,107   $ 31,677,141
Shares issued in reinvestment of
  dividends and distributions...     434,693      5,183,611
Shares reacquired...............  (2,208,544)   (26,405,354)
                                  ----------   ------------
Increase in shares
  outstanding...................     820,256   $ 10,455,398
                                  ----------   ------------
                                  ----------   ------------
Class B
- --------------------------------
Six months ended June 30, 1994:
Shares sold.....................   3,362,571   $ 38,744,107
Shares issued in reinvestment of
  dividends.....................     191,769      2,201,850
Shares reacquired...............  (1,645,993)   (18,962,758)
                                  ----------   ------------
Increase in shares
  outstanding...................   1,908,347   $ 21,983,199
                                  ----------   ------------
                                  ----------   ------------
Year ended December 31, 1993:
Shares sold.....................  10,395,504   $123,463,743
Shares issued in reinvestment of
  dividends and distributions...     269,387      3,207,618
Shares reacquired...............  (1,216,010)   (14,531,865)
                                  ----------   ------------
Increase in shares
  outstanding...................   9,448,881   $112,139,496
                                  ----------   ------------
                                  ----------   ------------
</TABLE>
 
Note 7. Subsequent            On July 19, 1994, a meeting
Event                         of the shareholders of the 
                              Fund was held at which time the shareholders
approved among other things, a) amendments to the Fund's Articles of
Incorporation to permit a conversion feature for Class B shares to Class A
shares after seven years, b) amendments to the Class A and Class B Distribution
Plans, under which the Distribution Plans become compensation rather than
reimbursement plans, c) elimination or amendment of certain investment
restrictions and d) a change in the Fund's name from Prudential-Bache Structured
Maturity Fund, Inc. to Prudential Structured Maturity Fund, Inc. These
amendments were effective August 1, 1994.
                                      -12-
 <PAGE>
<PAGE>
 PRUDENTIAL STRUCTURED MATURITY FUND
 INCOME PORTFOLIO
 Financial Highlights
 (Unaudited)
<TABLE>
<CAPTION>
                                               Class A                                                   Class B
                ----------------------------------------------------------------------   ----------------------------------------
                                                                         September 1,                                December 9,
                Six Months                                                   1989*       Six Months                   1992(D)(D)
PER SHARE         Ended              Years ended December 31,               through        Ended       Year ended      through
OPERATING        June 30,    -----------------------------------------   December 31,     June 30,    December 31,   December 31,
PERFORMANCE:       1994        1993       1992       1991       1990         1989           1994          1993           1992
                ----------   --------   --------   --------   --------   -------------   ----------   ------------   ------------
<S>             <C>          <C>        <C>        <C>        <C>        <C>             <C>          <C>            <C>
Net asset
  value,
  beginning of
  period......   $   11.78   $  11.79   $  12.13   $  11.67   $  11.63      $ 11.61       $   11.78     $  11.79       $  11.79
                ----------   --------   --------   --------   --------   -------------   ----------   ------------   ------------
Income from
investment
operations:
Net investment
  income......         .34        .71       .86(D)      .93(D)    1.00(D)       .35(D)          .30          .62          .04(D)
Net realized
  and
  unrealized
  gain (loss)
  on
  investment
  transactions...     (.53)       .12       (.08)       .56        .04          .03            (.54)         .12             --
                ----------   --------   --------   --------   --------   -------------   ----------   ------------   ------------
  Total from
    investment
 operations...        (.19)       .83        .78       1.49       1.04          .38            (.24)         .74            .04
                ----------   --------   --------   --------   --------   -------------   ----------   ------------   ------------
Less
distributions:
Dividends from
  net
  investment
  income......        (.34)      (.71)      (.86)      (.93)     (1.00)        (.35)           (.30)        (.62)          (.04)
Distributions
  from net
  realized
  gains.......          --       (.13)      (.26)      (.10)        --         (.01)             --         (.13)            --
                ----------   --------   --------   --------   --------   -------------   ----------   ------------   ------------
  Total
  distributions...    (.34)     (.84)      (1.12)    (1.03)     (1.00)         (.36)           (.30)        (.75)          (.04)
                ----------   --------   --------   --------   --------   -------------   ----------   ------------   ------------
Net asset
  value, end
  of period...   $   11.25   $  11.78   $  11.79   $  12.13   $  11.67      $ 11.63       $   11.24     $  11.78       $  11.79
                ----------   --------   --------   --------   --------   -------------   ----------   ------------   ------------
                ----------   --------   --------   --------   --------   -------------   ----------   ------------   ------------
TOTAL
  RETURN#:....       (1.70)%     7.19%      6.67%     13.35%      9.40%        3.30%          (2.13)%       6.38%           .32%
RATIOS/SUPPLEMENTAL
DATA:
Net assets,
  end of
  period
  (000).......   $ 106,472   $119,449   $109,828   $109,997   $113,125      $98,414       $ 139,126     $123,306       $ 11,981
Average net
  assets
  (000).......   $ 112,668   $114,728   $107,937   $113,010   $107,276      $89,176       $ 131,754     $ 69,314       $  5,474
Ratios to
  average net
  assets:
  Expenses,
    including
  distribution
    fees......        .81%**      .80%    .70(D)     .37(D)      .13(D)         0%**(D)        1.56%**       1.55%       1.67%**(D)
  Expenses,
    excluding
  distribution
    fees......        .71%**      .70%    .60(D)     .27(D)      .10(D)         0%**(D)         .71%**        .70%        .82%**(D)
  Net
    investment
    income....       5.92%**     5.92%   7.15(D)    7.89(D)     8.67(D)      8.41%**(D)        5.17%**       5.08%       6.31%**(D)
Portfolio
  turnover....         71%        137%     91%       117%         46%          69%               71%          137%         91%
</TABLE>
- ---------------
      * Commencement of investment operations.
     ** Annualized.
    (D) Net of expense subsidy and/or fee waiver.
 (D)(D) Commencement of Class B operations.
     #  Total return does not consider the effects of sales loads. 
        Total return is calculated assuming a purchase of shares on 
        the first day and a sale on the last day of each period reported 
        and includes reinvestment of dividends and distributions. Total 
        returns for periods of less than a full year are not annualized.
 
See Notes to Financial Statements.
                                      -13-
<PAGE>
<PAGE>
Directors
Robert R. Fortune
Delayne Dedrick Gold
Harry A. Jacobs, Jr.
Lawrence C. McQuade
Thomas A. Owens, Jr.
Richard A. Redeker
Merle T. Welshans

Officers
Lawrence C. McQuade, President
Robert F. Gunia, Vice President
Susan C. Cote, Treasurer
S. Jane Rose, Secretary
Marguerite E.H. Morrison, Assistant Secretary

Manager
Prudential Mutual Fund Management, Inc.
One Seaport Plaza
New York, NY 10292

Investment Adviser
The Prudential Investment Corporation
Prudential Plaza
Newark, NJ 07101

Distributors
Prudential Mutual Fund Distributors, Inc.
Prudential Securities Incorporated
One Seaport Plaza
New York, NY 10292

Custodian
State Street Bank and Trust Company
One Heritage Drive
North Quincy, MA 02171

Transfer Agent
Prudential Mutual Fund Services, Inc.
P.O. Box 15005
New Brunswick, NJ 08906

Independent Accountants
Deloitte & Touche
1633 Broadway
New York, NY 10019

Legal Counsel
Gardner, Carton & Douglas
Quaker Tower
321 North Clark Street
Chicago, IL 60610-4795

Prudential Mutual Funds
One Seaport Plaza
New York, NY 10292
Toll free (800) 225-1852, Collect (908) 417-7555

The accompanying financial statements as of June 30, 1994 were not audited
and, accordingly, no opinion is expressed on them.

This report is not authorized for distribution to prospective investors unless
preceded or accompanied by a current prospectus.

743924102                                            MF140E2
743924201  Prudential Mutual Fund Management (LOGO)  Cat.#444111F



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