PRUDENTIAL STRUCTURED MATURITY FUND INC
N-30D, 1995-03-17
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ANNUAL REPORT                 December 31, 1994

Prudential
Structured
Maturity Fund

(ICON)

Income Portfolio

(LOGO)

<PAGE>
Letter to Shareholders

February 1, 1995

Dear Shareholder:

Rising interest rates made 1994 a difficult year for the bond market.  
Since bond prices fall when interest rates rise, the Prudential Structured 
Maturity Fund-Income Portfolio produced a negative total return during 
the year, as did the average Lipper short-term investment grade bond 
fund.   The good news is that yields are substantially higher -- nearly 
three percentage points more than they were a year ago -- on Class A and 
B shares.
<TABLE>
                       CUMULATIVE TOTAL RETURNS1
                            As of 12/31/94
<CAPTION>
                              1 Year      5 Years       Since Inception2
<S>                           <C>         <C>           <C>
Class A                       -1.2%        40.5%             44.8%
Class B                       -1.8          N/A               4.8
Class C                        N/A          N/A              -0.7
Lipper Short Inv. Avg.3       -0.4         36.3              39.7
</TABLE>

<TABLE>
                      AVERAGE ANNUAL TOTAL RETURNS1
                            As of 12/31/94  
<CAPTION>
                              1 Year      5 Years       Since Inception2
<S>                           <C>         <C>           <C>
Class A                       -4.4%        6.3%               6.5%
Class B                       -4.8         N/A                1.8
Class C                        N/A         N/A               -1.7
</TABLE>

Past performance is not indicative of future results. Principal and 
investment return will fluctuate so that an investor's shares, when 
redeemed, may be worth more or less than their original cost. 

1 Source: Prudential Mutual Fund Management Inc. and Lipper Analytical 
Services, Inc.  The cumulative total returns do not take into account 
sales charges. The average annual returns do take into account applicable 
sales charges.  The Fund charges a maximum front-end sales load of 3.25% 
for Class A shares and a contingent deferred sales charge of 3%, 2%, 1% 
and 1% for four years, for Class B shares. Class C shares have a 1% CDSC 
for one year.  Beginning in February 1995, Class B shares will automatically 
convert to Class A shares on a quarterly basis, approximately five years 
after purchase.

2 Inception dates: 9/1/89 Class A; 12/9/92, Class B; 8/1/94 Class C.

3 Lipper average returns are for 112 funds for one year, 30 funds for 
five years,  and 27 funds since inception of the Class A shares on 9/1/89. 

                                 -1-

<PAGE>

Our Objective.

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

Our Strategy.

The Fund is structured by laddering maturities -- assets are allocated 
along six rungs or maturities, rising from one year or less to between 
five and six years.   As new assets come into the portfolio and older 
bonds mature, we purchase new securities to keep the six annual maturity 
categories in balance.  By holding the average effective maturity steady 
between 2.5 and 3.5 years, this Fund should decline less than a long-term 
bond fund when interest rates rise.  Of course, there can be no assurance 
that the Fund will achieve its objective.

The Fed Tightened.

In 1994, the U.S. economy grew at a robust annual rate of  4%, the 
strongest pace in 10 years.  Because growth was so rapid, the Federal 
Reserve feared inflation could begin to rise.  So the Central Bank 
raised short-term interest rates six times during the year by increasing 
the federal funds interest rate (the interbank overnight lending rate) 
by 2.5 percentage points to 5.5%.

Despite rising interest rates, the economy continued to surge all year 
long.  December unemployment fell to 5.4%, its lowest in four and a half 
years as the economy finished its best year for job creation in a decade.  
By almost every measure, 1994 set a record -- the highest retail sales since 
1984, the most housing starts in six years, and the highest industrial 
production rate since 1979.  Some argued that the economy was so robust 
that labor and materials shortages must surely follow, driving up their 
costs.  Yet inflation in 1994 was 2.7%, the same low level as 1993.  So, 
it was the fear of rising inflation that scared the markets in 1994 -- the 
prospect, rather than the reality -- of an increase.

Yields Rose Dramatically, But Prices Fell.

As interest rates rose during the year, so did the Fund's yield.  The 
increases were almost three full percentage points, nearly doubling in 
the case of B shares.  The 30-day SEC yield of Class A shares at year-end 
1994 rose to 6.76%, up from 3.98% at year-end 1993.  The 30-day SEC yield 
of Class B shares rose to 6.32% at year-end 1994, up from 3.36% at year-end 
1993, while Class C shares closed 1994 at 6.30%.

                                -2-

<PAGE>

Although bond prices fall as yields rise, short- and intermediate-term bonds 
lost less in 1994 than longer maturities, because shorter term bonds are 
generally less volatile when interest rates rise.  The difference in 
performance last year was quite dramatic, as demonstrated by the Lehman 
Brothers intermediate-term government/corporate index, which fell 1.9% 
during the year, while the long-term index fell 7.1%.

Strategy: Varies By Maturity Range.

The Fund holds about 16.5% of assets in each of the six maturity ranges, 
from less than one year to between five to six years.  This disciplined 
approach helped cushion the Fund from extreme interest rate swings, but 
it also forced us to maintain a slightly longer maturity than we might 
otherwise have chosen for a short-term fund in a market of rising interest 
rates.

We held mostly corporate bonds in the one- to three-year maturity range 
because their total return was generally higher than that of Treasury 
securities.  In the three- to six-year range, we held more of a mix of 
corporate bonds and Treasury securities because the total return advantage 
of corporate bonds in this maturity range was not as compelling.  In the 
corporate sector, we favored financial and industrial companies, which 
performed well.

Asset backed securities also benefited this year, so we doubled our 
holdings overall to 8% by the end of the year from about 4% at year-end 
1993.  The securities we purchased are bundles of home equity and credit 
card loans.  We also increased our holdings of mortgages over the year to 
5% from less than 2%.  Mortgage-backed securities became more valuable in 
1994 because when interest rates rose, prepayments declined as fewer 
homeowners refinanced.  We believe that mortgages have limited 
appreciation potential left and therefore expect to reduce our 
holdings in the months ahead.

As of December 31, we held 61% of assets in corporates, 25% in Treasuries, 
8% in asset backed securities, 5% in mortgage-backed securities and 1% in 
cash.

Introducing a New Fund Manager.

Effective January 1, the Fund  has a new manager: Tony  Rodriguez.  Tony 
manages more than $2 billion in bond portfolios, including the bond 
portion of the Prudential Allocation Fund/Conservatively Managed and 
Strategy Portfolios.  Prior to joining the investment grade bond group 
in 1993, Tony spent four years as a lead portfolio manager for money market 
mutual funds and various other Prudential portfolios.  He received his M.B.A. 
from New York University.  

                                -3-

<PAGE>

The Outlook.

The economy has not yet slowed sufficiently to prevent the threat of 
rising inflation.  We expect short-term interest rates will continue 
to rise until the Federal Reserve is satisfied that this risk has subsided.  
We anticipate that there will be further credit tightening in 1995.

As always, it is a pleasure to work for you.  Thank you for the confidence 
you have shown in us by choosing the Prudential Structured Maturity 
Fund-Income Portfolio.

Sincerely,

Lawrence C. McQuade
President

Tony Rodriguez
Portfolio Manager

                                  -4-

<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                                              December 31, 1994
<TABLE>
<CAPTION>
 Moody's   Principal
  Rating   Amount                                 Value
(Unaudited)  (000)        Description            (Note 1)
<C>        <C>      <S>                       <C>
                      5-6 YEARS--15.8%
                      EQCC Home Equity Loan
                        Trust
                        (Asset Backed)
                        (Average Life 5.6
                        Years)
Aaa       $ 3,000     7.85%, 6/15/07..........  $  2,941,875
                      Sovereign Bancorp Inc.
                        (Banking)
BB+*        3,000     6.75%, 9/1/00...........     2,678,700
                      United States Treasury
                        Note
           28,600     8.50%, 2/15/00..........    29,381,924
                                                ------------
                                                  35,002,499
                                                ------------
                      4-5 YEARS--16.5%
                      Columbia Republic
                        (Foreign Government)
Ba1         2,000     8.75%, 10/6/99..........     1,907,500
                      Crane Co.
                        (Industrial Services)
Baa3        3,000     7.25%, 6/15/99..........     2,842,020
                      Enterprise Rent A Car
                        (Industrial Services)
Baa3        2,000     8.75%, 12/15/99.........     1,996,995
                      Federal Express Corp.
                        (Consumer Services)
Baa3        1,000     10.05%, 6/15/99.........     1,042,110
                      General Motors
                        Acceptance Corp.
                        (Financial Services)
Baa1        1,700     8.40%, 10/15/99.........     1,699,303
                      Great Lakes Power Inc.
                        (Utilities)
Baa3        1,500     8.90%, 12/1/99..........     1,497,926
                      Korea Development Bank
                        (Banking)
A1          1,200     8.09%, 10/1/99..........     1,156,800
                      Penske Truck Leasing Co.
                        (Industrial Services)
Baa3        2,000     7.75%, 5/15/99..........     1,934,520
                      South Africa Republic
                        (Foreign Government)
Baa3      $ 3,000     9.625%, 12/15/99........  $  2,910,000
                      United States Treasury
                        Note
           21,900     5.00%, 1/31/99..........    19,747,668
                                                ------------
                                                  36,734,842
                                                ------------
                      3-4 YEARS--16.5%
                      Aristar, Inc.
                        (Financial Services)
A3          2,000     5.75%, 7/15/98..........     1,837,600
                      Associates Corp. of
                        North America
                        (Consumer Finance)
A1            200     8.375%, 1/15/98.........       199,998
                      Bank One Credit Card
                        Trust
                        (Asset Backed)
                        (Average Life 3.0
                        years)
A2          2,000     7.75%, 12/15/99.........     1,975,000
                      Carnival Cruise Lines,
                        Inc.
                        (Leisure)
A3          2,500     5.75%, 3/15/98..........     2,305,675
                      Countrywide Funding
                        Corp.
                        (Financial Services)
A3          3,000     6.88%, 8/3/98...........     2,858,280
                      Federal Home Loan
                        Mortgage Corp.
                        (Average Life 3.3
                        Years)
            7,842     7.50%, 6/1/01...........     7,604,546
                      Federal National
                        Mortgage
                        Association
                        (Average Life 3.6
                        Years)
            2,737     11.00%, 11/1/20.........     2,954,741
                      First Union Corp.
                        (Banking)
A2          2,000     6.75%, 1/15/98..........     1,906,760
                      Ford Motor Credit Co.
                        (Consumer Finance)
A2          2,000     6.25%, 2/26/98..........     1,884,060
</TABLE>
 
                                        -5-   See Notes to Financial Statements.
 <PAGE>
<PAGE>
PRUDENTIAL STRUCTURED MATURITY FUND
INCOME PORTFOLIO
<TABLE>
<CAPTION>
 Moody's   Principal
  Rating   Amount                                 Value
(Unaudited)  (000)        Description            (Note 1)
<C>      <C>          <S>                       <C>
                      3-4 YEARS (cont'd.)
                      Goldman Sachs Group,
                        L.P.
                        (Financial Services)
A1        $ 1,500     6.10%, 4/15/98..........  $  1,392,735
                      Hospitality Franchise
                        Systems, Inc.
                        (Industrial Services)
Baa3        2,000     5.875%, 12/15/98........     1,820,560
                      MBNA America Bank N A
                        (Financial Services)
A2          3,000     7.30%, 8/17/98..........     2,908,380
                      NationsBank Corp.
                        (Financial Services)
A2          1,500     6.625%, 1/15/98.........     1,429,605
                      Southern California
                        Edison Co.
                        (Utilities)
A1          2,000     5.875%, 2/1/98..........     1,858,500
                      Texas Utilities Electric
                        Co.
                        (Utilities)
Baa2        3,000     5.875%, 4/1/98..........     2,777,190
                      United States Treasury
                        Note
            1,000     5.125%, 3/31/98.........       923,440
                                                ------------
                                                  36,637,070
                                                ------------
                      2-3 YEARS--16.3%
                      Banco Ganadero S.A.
                        (Foreign Government)
NR          3,000     9.75%, 8/26/97..........     2,910,000
                      Comdisco, Inc.
                        (Leasing)
Baa2        1,500     9.75%, 1/15/97..........     1,532,295
                      General Motors
                        Acceptance Corp.
                        (Financial Services)
Baa1        2,000     7.50%, 11/4/97..........     1,946,940
                      Green Tree Financial
                        Corp.
                        (Asset Backed)
                        (Average Life 2.0
                        Years)
NR          3,516     7.85%, 7/15/04..........     3,449,771
                      Greyhound Financial
                        Corp.
                        (Industrial Finance)
Baa2        2,100     9.67%, 7/1/97...........     2,152,920
                      International Bank for
                        Reconstruction &
                        Development
                        (Financial Services)
Aaa       $ 1,000     9.61%, 12/3/97..........  $  1,038,640
                      ITT Financial Corp.
                        (Financial Services)
Baa1        4,225     8.85%, 7/10/97..........     4,393,493
                      Korea Development Bank
                        (Banking)
A1          1,200     7.71%, 5/5/97...........     1,175,592
                      MBNA Master Card Trust
                        (Asset Backed)
                        (Average Life 2.5
                        Years)
NR          4,000     7.25%, 6/15/99..........     3,918,720
                      Mellon Financial Co.
                        (Financial Services)
A2          1,000     6.50%, 12/1/97..........       956,100
                      Mitchell Energy &
                        Development Corp.
                        (Industrial Services)
Baa3        1,300     5.10%, 2/15/97..........     1,216,046
                      Olympic Automobile Receivables Trust
                        (Asset Backed)
                        (Average Life 2.2 Years)
Aaa         2,000     6.85%, 6/15/01..........     1,941,875
                      Potomac Capital
                        Investment Corp.
                        (Financial Services)
A3          3,500     6.19%, 4/28/97..........     3,323,355
                      Tenneco Credit Corp.
                        (Financial Services)
Baa2        1,850     10.125%, 12/1/97........     1,926,313
                      United States Treasury
                        Note
            4,600     5.50%, 9/30/97..........     4,341,986
                                                ------------
                                                  36,224,046
                                                ------------
                      1-2 YEARS--16.4%
                      Ashland Oil, Inc.
                        (Oil)
Baa1        1,000     8.95%, 1/17/96..........     1,010,990
</TABLE>
 
                                      -6-     See Notes to Financial Statements.
 <PAGE>
<PAGE>
PRUDENTIAL STRUCTURED MATURITY FUND
INCOME PORTFOLIO
<TABLE>
<CAPTION>
 Moody's   Principal
  Rating   Amount                                 Value
(Unaudited)  (000)        Description            (Note 1)
<C>      <C>          <S>                       <C>
                      1-2 YEARS (cont'd.)
                      Associates Corp. of
                        North America
                        (Consumer Finance)
A1        $ 3,500     4.56%, 10/29/96.........  $  3,297,735
                      Centex Corp.
                        (Industrial Finance)
Baa2        4,000     9.05%, 5/1/96...........     4,024,720
                      Chrysler Financial Corp.
                        (Financial Services)
Baa         1,600     5.39%, 8/27/96..........     1,535,520
                      CIT Group Holdings, Inc.
                        (Financial Services)
Aa3         1,000     8.75%, 2/15/96..........     1,009,200
                      Grand Metropolitan
                        Investment Corp.
                        (Industrial Finance)
A2          2,195     8.125%, 8/15/96.........     2,199,104
                      Hanson Overseas
                        (Diversified
                        Industrial)
A1          2,000     5.50%, 1/15/96..........     1,953,980
                      New Zealand Government
                        (Foreign Government)
Aa2         4,300     8.25%, 9/25/96..........     4,299,828
                      Norwest Financial, Inc.
                        (Consumer Finance)
A1          2,000     4.85%, 11/15/96.........     1,889,600
                      Oryx Energy Co.,
                        (Oil)
Ba3         2,500     6.05%, 2/1/96...........     2,409,375
                      TransAmerica Finance
                        Corp.
                        (Financial Services)
A2          2,000     5.85%, 7/15/96..........     1,937,120
                      Union Bank Finland, Ltd.
                        (Banking)
A3          1,500     5.25%, 6/15/96..........     1,436,265
                      Virginia Electric &
                        Power Co.
                        (Utilities)
A2          1,350     9.70%, 5/6/96...........     1,382,400
                      Westinghouse Credit
                        Corp.
                        (Financial Services)
Ba1         4,000     8.75%, 6/3/96...........     4,010,720
                      Westinghouse Electric
                        Corp.
                        (Consumer Finance)
Ba1       $ 1,530     7.75%, 4/15/96..........  $  1,516,199
Ba1           600     8.70%, 6/20/96..........       601,248
                      World Omni 94 A
                        (Asset Backed)
                        (Average Life 1.9
                        Years)
Aaa         2,000     6.45%, 9/25/00..........     1,933,740
                                                ------------
                                                  36,447,744
                                                ------------
                      WITHIN 1 YEAR--16.7%
                      Alcan Aluminum Ltd.
                        (Aluminum)
A2          1,000     9.40%, 6/1/95...........     1,009,380
                      Cemex S.A.
                        (Industrial Services)
NR          1,000     6.25%, 10/25/95.........       980,000
                      Central Fidelity Bank
                        (Financial Services)
A2          1,000     4.70%, 2/15/95..........       998,710
                      Central Maine Power Co.
                        (Utilities)
Baa3        4,000     7.025%, 8/3/95..........     4,000,000
                      Chrysler Financial Corp.
                        (Financial Services)
A3          1,300     5.26%, 7/6/95...........     1,286,038
                      Citicorp
                        (Financial Services)
A2          1,000     7.80%, 3/24/95..........     1,002,550
                      Comdisco, Inc.
                        (Leasing)
Baa2        1,000     8.95%, 5/15/95..........     1,005,860
                      General Motors
                        Acceptance Corp.
                        (Financial Services)
Baa1        2,000     7.05%, 4/13/95..........     1,999,600
                      Greyhound Financial
                        Corp.
                        (Industrial Finance)
Baa2        2,000     4.625%, 4/19/95.........     1,987,240
                      Hydro Quebec
                        (Utilities)
A1          2,000     5.50%, 9/30/49,
                        F.R.N.................     1,700,000
</TABLE>
 
                                      -7-     See Notes to Financial Statements.
<PAGE>
PRUDENTIAL STRUCTURED MATURITY FUND
INCOME PORTFOLIO
<TABLE>
<CAPTION>
 Moody's   Principal
  Rating   Amount                                 Value
(Unaudited)  (000)        Description            (Note 1)
<C>      <C>          <S>                       <C>
                      WITHIN 1 YEAR (cont'd.)
                      International Lease
                        Finance Corp.
                        (Equipment Leasing)
A2        $ 1,000     9.80%, 7/31/95..........  $  1,013,730
                      Morgan Stanley Group,
                        Inc.
                        (Financial Services)
A1          1,000     9.875%, 5/1/95..........     1,008,860
                      Norwest Financial, Inc.
                        (Consumer Finance)
Aa3         2,500     7.25%, 11/1/95..........     2,493,075
                      Occidental Petroleum
                        Corp.
                        (Oil)
Baa3        3,750     5.37%, 9/11/95..........     3,691,463
                      Pacific-Tel Capital
                        Resources Group
                        (Utilities)
A1          2,000     8.95%, 6/20/95..........     2,016,880
                      PaineWebber Group, Inc.
                        (Financial Services)
A3          3,000     9.625%, 5/1/95..........     3,021,060
                      Petroleos Mexicanos
                        (Foreign Government)
Ba2         2,500     5.563%, 3/8/99,
                        F.R.N.................     2,462,500
                      Philip Morris Cos., Inc.
                        (Tobacco)
A2          1,000     9.20%, 11/2/95..........     1,012,120
                      Standard Credit Card
                        Trust
                        (Asset Backed)
                        (Average Life 0.3
                        Years)
A2        $ 2,000     9.375%, 3/10/96.........  $  2,013,125
                      Union Pacific Corp.
                        (Oil)
A2          1,750     9.33%, 10/12/95.........     1,773,765
                      Joint Repurchase
                        Agreement Account
              691     5.82%, 1/3/95 (Note
                        5)....................       691,000
                                                ------------
                                                  37,166,956
                                                ------------
                      Total Investments--98.2%
                      (cost $226,333,199; Note
                        4)....................   218,213,157
                      Other assets in excess
                        of
                        liabilities--1.8%.....     4,095,744
                                                ------------
                      Net Assets--100%........  $222,308,901
                                                ------------
                                                ------------
- ------------------
F.R.N.-Floating Rate Note. The maturity date of such
securities is considered to be the later of the next date on
which the security can be redeemed of par or the next date
on which the rate of interest is adjusted.
NR-Not Rated.
</TABLE>
                                      -8-     See Notes to Financial Statements.
 <PAGE>
<PAGE>
 PRUDENTIAL STRUCTURED MATURITY FUND
 INCOME PORTFOLIO
 Statement of Assets and Liabilities
<TABLE>
<CAPTION>
Assets                                                                                        December 31,
1994
                                                                                             
- -----------------
<S>                                                                                           <C>
Investments, at value (cost $226,333,199)..................................................     $
218,213,157
Cash.......................................................................................           
21,310
Receivable for investments sold............................................................        
4,475,340
Interest receivable........................................................................        
4,237,319
Receivable for Fund shares sold............................................................          
335,329
Deferred expenses and other assets.........................................................              
191
                                                                                             
- -----------------
    Total assets...........................................................................      
227,282,646
                                                                                             
- -----------------
Liabilities
Payable for investments purchased..........................................................        
2,877,813
Payable for Fund shares reacquired.........................................................        
1,801,971
Accrued expenses...........................................................................          
124,260
Distribution fee payable...................................................................           
92,502
Management fee payable.....................................................................           
77,199
                                                                                             
- -----------------
    Total liabilities......................................................................        
4,973,745
                                                                                             
- -----------------
Net Assets.................................................................................     $
222,308,901
                                                                                             
- -----------------
                                                                                             
- -----------------
Net assets were comprised of:
  Common stock, at par.....................................................................     $    
202,684
  Paid-in capital in excess of par.........................................................      
239,108,590
                                                                                             
- -----------------
                                                                                                 
239,311,274
  Accumulated net realized loss on investments.............................................       
(8,882,331)
  Net unrealized depreciation on investments...............................................       
(8,120,042)
                                                                                             
- -----------------
  Net assets at December 31, 1994..........................................................     $
222,308,901
                                                                                             
- -----------------
                                                                                             
- -----------------
Class A:
  Net asset value and redemption price per share
    ($91,679,738 / 8,356,909 shares of common stock issued and outstanding)................           
$10.97
  Maximum sales charge (3.25% of offering price)...........................................              
.37
                                                                                             
- -----------------
  Maximum offering price to public.........................................................           
$11.34
                                                                                             
- -----------------
                                                                                             
- -----------------
Class B:
  Net asset value, offering price and redemption price per share
    ($130,258,395 / 11,877,663 shares of common stock issued and outstanding)..............           
$10.97
                                                                                             
- -----------------
                                                                                             
- -----------------
Class C:
  Net asset value, offering price and redemption price per share
    ($370,768 / 33,809 shares of common stock issued and outstanding)......................           
$10.97
                                                                                             
- -----------------
                                                                                             
- -----------------
</TABLE>
 
See Notes to Financial Statements.
                                      -9-

<PAGE>
 PRUDENTIAL STRUCTURED MATURITY FUND
 INCOME PORTFOLIO
 Statement of Operations
<TABLE>
<CAPTION>
                                               Year
                                              Ended
                                           December 31,
Net Investment Income                          1994
                                           ------------
<S>                                        <C>
Income
  Interest...............................  $ 16,503,790
                                           ------------
Expenses
  Distribution fee--Class A..............       106,737
  Distribution fee--Class B..............     1,089,616
  Distribution fee--Class C..............           596
  Management fee.........................       967,204
  Transfer agent's fees and expenses.....       315,000
  Reports to shareholders................       255,000
  Registration fees......................       168,000
  Custodian's fees and expenses..........       155,000
  Legal fees.............................        75,000
  Audit fee..............................        34,000
  Directors' fees........................        29,000
  Amortization of deferred organization
  expenses...............................        21,000
  Miscellaneous..........................        26,076
                                           ------------
    Total expenses.......................     3,242,229
                                           ------------
Net investment income....................    13,261,561
                                           ------------
Realized and Unrealized Gain (Loss) on
Investments
Net realized loss on Investments.........    (8,461,299)
Net change in unrealized appreciation
  (depreciation)
  of Investments.........................    (8,556,463)
                                           ------------
Net loss on investments..................   (17,017,762)
                                           ------------
Net Decrease in Net Assets
Resulting from Operations................  $ (3,756,201)
                                           ------------
                                           ------------
</TABLE>
 
 PRUDENTIAL STRUCTURED MATURITY FUND
 INCOME PORTFOLIO
 Statement of Changes in Net Assets
<TABLE>
<CAPTION>
                                 Year Ended December 31,
Increase (Decrease)           ------------------------------
in Net Assets                     1994             1993
                              -------------    -------------
<S>                           <C>              <C>
Operations
  Net investment income.....  $  13,261,561    $  10,305,665
  Net realized gain (loss)
    on investment
    transactions............     (8,461,299)       1,676,837
  Net change in unrealized
    appreciation
    (depreciation) on
    investments.............     (8,556,463)      (1,001,998)
                              -------------    -------------
  Net increase (decrease) in
    net assets resulting
    from operations.........     (3,756,201)      10,980,504
                              -------------    -------------
Dividends and distributions
  (Note 1)
  Dividends from net
    investment income
    Class A.................     (6,272,073)      (6,786,531)
    Class B.................     (6,985,271)      (3,519,134)
    Class C.................         (4,217)              --
                              -------------    -------------
                                (13,261,561)     (10,305,665)
                              -------------    -------------
  Distributions in excess of
    net investment income
    Class A.................        (83,531)              --
    Class B.................       (118,895)              --
    Class C.................           (331)              --
                              -------------    -------------
                                   (202,757)              --
                              -------------    -------------
  Distributions from net
    realized gains
    Class A.................             --       (1,295,162)
    Class B.................             --       (1,027,120)
    Class C.................             --               --
                              -------------    -------------
                                         --       (2,322,282)
                              -------------    -------------
Fund share transactions
  (Note 6)
  Net proceeds from shares
    subscribed..............     71,130,664      155,140,884
  Net asset value of shares
    issued to shareholders
    in reinvestment of
    dividends and
    distributions...........      8,878,646        8,391,229
  Cost of shares
    reacquired..............    (83,235,470)     (40,937,219)
                              -------------    -------------
  Net increase (decrease) in
    net assets from Fund
    share transactions......     (3,226,160)     122,594,894
                              -------------    -------------
Total increase (decrease)...    (20,446,679)     120,947,451
Net Assets
Beginning of year...........    242,755,580      121,808,129
                              -------------    -------------
End of year.................  $ 222,308,901    $ 242,755,580
                              -------------    -------------
                              -------------    -------------
</TABLE>
 
See Notes to Financial Statements.        See Notes to Financial Statements.
                                      -10-
 <PAGE>
<PAGE>
 PRUDENTIAL STRUCTURED MATURITY FUND
 INCOME PORTFOLIO
 Notes to Financial Statements
   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.
Reclassification of Capital Accounts: The Portfolio accounts for and reports
distributions to shareholders in accordance with Statement of Position 93-2:
Determination, Disclosure, and Financial Statement Presentation of Income,
Capital Gain, and Return of Capital Distributions by Investment Companies. The
effect of applying this statement was to increase undistributed net investment
income by $202,757 and decrease accumulated net realized gain on investments by
$202,757 for market discount incurred during the fiscal year. Net investment
income, net realized gains and net assets were not affected by this change.
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 were amortized ratably during the period
of benefit of 60 months from the date of commencement of investment operations
through August, 1994.
                                      -11-
 <PAGE>
<PAGE>
                  
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 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 the distributor of the Class A
shares of the Fund, and with Prudential Securities Incorporated (``PSI''), which
acts as distributor of the Class B and Class C shares of the Fund (collectively
the ``Distributors''). The Fund compensates the Distributors for distributing
and servicing the Fund's Class A, Class B and Class C shares, pursuant to plans
of distribution (the ``Class A, B and C Plans''), regardless of expenses
actually incurred by them. The distribution fees are accrued daily and payable
monthly.
   On July 19, 1994, shareholders of the Fund approved amendments to the Class A
and Class B distribution plans under which the distribution plans became
compensation plans, effective August 1, 1994. Prior thereto, the distribution
plans were reimbursement plans, under which PMFD and PSI were reimbursed for
expenses actually incurred by them up to the amount permitted under the Class A
and Class B Plans, respectively. The Fund is not obligated to pay prior or
future excess distribution costs (costs incurred by the Distributors in excess
of distribution fees paid by the Fund or contingent deferred sales charges
received by the Distributors). The Fund began offering Class C shares on August
1, 1994.
   Pursuant to the Class A, B and C Plans, the Fund compensates the Distributors
for distribution-related activities at an annual rate of up to .30 of 1%, 1% and
1%, of the average daily net assets of the Class A, B and C shares,
respectively. Such expenses under the Plans were .10 of 1%, of the average daily
net assets of the Class A shares for the fiscal year ended December 31, 1994 and
.75 of 1% of the average daily net assets of Class B and C shares for the period
August 1, 1994 through December 31, 1994. Prior to August 1, 1994, the rate of
distribution fee charged to Class B shares was .85 of 1% of the average daily
net assets.
   PMFD has advised the Portfolio that it has received approximately $342,000 in
front-end sales charges resulting from sales of Class A shares during the year
ended December 31, 1994. From these fees, PMFD paid such sales charges to
dealers (PSI and Prusec) which in turn paid commissions to salespersons.
   PSI advised the Portfolio that for the year ended December 31, 1994, it
received approximately $427,000 in contingent deferred sales charges imposed
upon certain redemptions by Class B and Class C shareholders.
   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 year ended December 31, 1994, the Portfolio incurred fees of
approximately $251,000 for the services of PMFS. As of December 31, 1994,
approximately $21,000 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 year ended
December 31, 1994 were $291,424,254 and $289,034,060, respectively.
   The federal income tax basis of the Portfolio's investments at December 31,
1994 was substantially the same as for financial reporting purposes, and
accordingly, net unrealized depreciation for federal income tax purposes was
$8,120,042 (gross unrealized appreciation--$23,066; gross unrealized
depreciation--$8,143,108).
   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. The Portfolio also elected to treat approximately $758,200
of net capital losses incurred during the two month period ended December 31,
1994 as having incurred in the following fiscal year.
   For federal income tax purposes, the Portfolio has a capital loss
carryforward as of December 31, 1994 of approximately $8,148,900 which expires
in 2002. Accordingly, no
                                      -12-
 <PAGE>
<PAGE>
capital gain distributions are expected to be paid to shareholders until net
gains have been realized in excess of such carryforward.
             
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 December 31, 1994, the
Portfolio had a 0.09% undivided interest in the repurchase agreements in the
joint account. The undivided interest for the Portfolio represented $691,000 in
principal amount. As of such date, each repurchase agreement in the joint
account and the collateral therefor was as follows:
   Goldman, Sachs & Co., 5.75%, in the principal amount of $250,000,000,
repurchase price $250,159,722, due 1/3/95. The value of the collateral including
accrued interest is $255,000,108.
   Lehman Government Securities Inc., 5.90%, in the principal amount of
$70,000,000, repurchase price $70,045,889, due 1/3/95. The value of the
collateral including accrued interest is $71,379,084.
   Morgan Stanley & Co., 5.75%, in the principal amount of $250,000,000,
repurchase price $250,159,722, due 1/3/95. The value of the collateral including
accrued interest is $255,146,220.
   Smith Barney Inc., 5.95%, in the principal amount of $200,000,000, repurchase
price $200,132,222, due 1/3/95. The value of the collateral including accrued
interest is $204,036,161.
               
Note 6. Capital               The Portfolio currently offers
                              Class A, Class B and Class C 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. Class C shares are sold
with a contingent deferred sale charge of 1% during the first year. Class B
shares will automatically convert to Class A shares on a quarterly basis
approximately five years after purchase commencing in or about February 1995.
   There are 250 million authorized shares of $.01 par value common stock,
divided into three classes, designated Class A, Class B and Class C common
stock, each of which consists of 83,333,333 1/3 authorized shares. Transactions
in shares of common stock were as follows:
<TABLE>
<CAPTION>
Class A                             Shares        Amount
- --------------------------------  ----------   ------------
<S>                               <C>          <C>
Year ended December 31, 1994:
Shares sold.....................   1,327,030   $ 15,172,253
Shares issued in reinvestment of
  dividends and distributions...     352,857      3,992,113
Shares reacquired...............  (3,461,380)   (39,309,298)
                                  ----------   ------------
Decrease in shares
  outstanding...................  (1,781,493)  $(20,144,932)
                                  ----------   ------------
                                  ----------   ------------
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
- --------------------------------
Year ended December 31, 1994:
Shares sold.....................   4,868,067   $ 55,579,090
Shares issued in reinvestment of
  dividends and distributions...     432,507      4,882,473
Shares reacquired...............  (3,888,211)   (43,919,636)
                                  ----------   ------------
Increase in shares
  outstanding...................   1,412,363   $ 16,541,927
                                  ----------   ------------
                                  ----------   ------------
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
                                  ----------   ------------
                                  ----------   ------------
Class C
- --------------------------------
August 1, 1994* through
  December 31, 1994:
Shares sold.....................      34,035   $    379,321
Shares issued in reinvestment of
  dividends and distributions...         368          4,060
Shares reacquired...............        (594)        (6,536)
                                  ----------   ------------
Increase in shares
  outstanding...................      33,809   $    376,845
                                  ----------   ------------
                                  ----------   ------------
- ---------------
* Commencement of offering of Class C shares.
</TABLE>
                                      -13-
 <PAGE>
<PAGE>
 PRUDENTIAL STRUCTURED MATURITY FUND
 INCOME PORTFOLIO
 Financial Highlights
<TABLE>
<CAPTION>
                                     Class A                                                Class B      
              Class C
              ----------------------------------------------------------   
- ------------------------------------    ------------
                                                                                                     
December 9,     August 1,
                                                                                  Year ended           
1992**         1994***
PER SHARE                       Year ended December 31,                          December 31,         
through         through
OPERATING      ----------------------------------------------------------    --------------------   
December 31,    December 31,
PERFORMANCE:      1994         1993        1992        1991        1990        1994        1993         
1992            1994
               ----------    --------    --------    --------    --------    --------    --------   
- ------------    ------------
<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    $  11.78    $  11.79      $ 
11.79        $  11.30
               ----------    --------    --------    --------    --------    --------    --------   
- ------------    ------------
Income from
investment
operations:
Net
  investment
  income....          .65         .71         .86D        .93D       1.00D        .58         .62        
  .04             .23
Net realized
  and
  unrealized
  gain
  (loss) on
  investment
  transactions       (.80)        .12        (.08)        .56         .04        (.80)        .12        
   --            (.32)
               ----------    --------    --------    --------    --------    --------    --------   
- ------------    ------------
  Total from
  investment
  operations...      (.15)        .83         .78        1.49        1.04        (.22)        .74        
  .04            (.09)
               ----------    --------    --------    --------    --------    --------    --------   
- ------------    ------------
Less
distributions:
Dividends
  from net
  investment
  income....         (.65)       (.71)       (.86)       (.93)      (1.00)       (.58)       (.62)       
 (.04)           (.23)
Distributions
  in excess
  of net
  investment
  income....         (.01)         --          --          --          --        (.01)         --        
   --            (.01)
Distributions
  from net
  realized
  gains.....           --        (.13)       (.26)       (.10)         --          --        (.13)       
   --              --
               ----------    --------    --------    --------    --------    --------    --------   
- ------------    ------------
  Total
  distributions.     (.66)       (.84)      (1.12)      (1.03)      (1.00)       (.59)       (.75)       
   (.04)          (.24)
               ----------    --------    --------    --------    --------    --------    --------   
- ------------    ------------
Net asset
  value, end
  of
  period....    $   10.97    $  11.78    $  11.79    $  12.13    $  11.67    $  10.97    $  11.78      $ 
11.79        $  10.97
               ----------    --------    --------    --------    --------    --------    --------   
- ------------    ------------
               ----------    --------    --------    --------    --------    --------    --------   
- ------------    ------------
TOTAL
 RETURN#:...        (1.16)%      7.19%       6.67%      13.35%       9.40%      (1.83)%      6.38%       
  .32%          (0.68)%
RATIOS/SUPPLEMENTAL DATA:
Net assets,
  end of
  period
  (000).....    $  91,680    $119,449    $109,828    $109,997    $113,125    $130,258    $123,306      $
11,981        $    371
Average net
  assets
  (000).....    $ 106,737    $114,728    $107,937    $113,010    $107,276    $134,985    $ 69,314      $ 
5,474        $    192
Ratios to
  average
  net
  assets:##
  Expenses,
   including
distribution
    fees....          .94%        .80%        .70%D       .37%D       .13%D      1.66%       1.55%       
 1.67%*          1.90%*
  Expenses,
   excluding
distribution
    fees....          .84%        .70%        .60%D       .27%D       .10%D       .84%        .70%       
  .82%*          1.15%*
  Net
  investment
   income...         5.88%       5.92%       7.15%D      7.89%D      8.67%D      5.17%       5.08%       
 6.31%*          5.30%*
Portfolio
 turnover...          123%        137%         91%        117%         46%        123%        137%       
   91%            123%
</TABLE>
- ---------------
    * Annualized.
   ** Commencement of offering of Class B shares.
  *** Commencement of offering of Class C shares.
    D Net of expense subsidy and/or fee waiver
    # 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 one full year are not annualized.
   ## Because of the event referred to in *** and the timing of such, 
      the ratios for Class C shares are not necessarily comparable to 
      that of Class A or Class B shares and are not necessarily indicative 
      of future ratios.
 
See Notes to Financial Statements.
                                      -14-

<PAGE>
                          INDEPENDENT AUDITORS' REPORT
The Shareholders and Board of Directors of
Prudential Structured Maturity Fund, Income Portfolio
   We have audited the accompanying statement of assets and liabilities,
including the portfolio of investments, of Prudential Structured Maturity Fund,
Income Portfolio, as of December 31, 1994, the related statements of operations
for the year then ended and of changes in net assets for each of the years in
the two year period then ended, and the financial highlights for each of the
years in the five year period then ended. These financial statements and the
financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and the
financial highlights 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 financial
highlights 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 the securities owned at
December 31, 1994 by correspondence with the custodian and brokers; where
replies were not received from brokers, we performed other auditing procedures.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
   In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Prudential
Structured Maturity Fund, Income Portfolio, as of December 31, 1994, the results
of its operations, the changes in its net assets and the financial highlights
for the respective stated periods in conformity with generally accepted
accounting principles.
Deloitte & Touche LLP
New York, New York
February 2, 1995
                                 TAX INFORMATION
   We are required by the Internal Revenue Code to advise you within 60 days of
the Portfolio's fiscal year end (December 31, 1994) as to the federal tax status
of dividends paid by the Portfolio during such fiscal year.
   During 1994, dividends paid from net investment income of $.66 per share for
Class A shares, $.59 per share for Class B shares and $.24 for Class C shares
are taxable as ordinary income.
   For the purpose of preparing your annual federal income tax return, however,
you should report the amounts as reflected on the appropriate Form 1099-DIV or
substitute Form 1099-DIV.
   We are required by Massachusetts and Oregon to inform you that dividends
which have been derived from interest on federal obligations are not taxable to
shareholders. Please be advised that 27.35% of the dividends paid by the Fund
qualify for each of these states' tax exclusion.
                                      -15-

<PAGE>
           Prudential Structured Maturity Fund--Income Portfolio

Comparison of Change in Value of $10,000 Investment in Prudential 
Structured Maturity Fund--Income Portfolio and Lehman Intermediate Gov't. 
Corp. Bond Index

<TABLE>
          Average Annual Total Returns
<CAPTION>
                   With Sales Load 
1 Year             Since Inception          (9/1/89)
<S>                <C>                      <C>
 -4.4%                  6.5%

<CAPTION>
                  Without Sales Load 
1 Year             Since Inception          (9/1/89) 
<S>                <C>                      <C>
- -1.2%                   7.2%
</TABLE>

Class A
(GRAPH)

<TABLE>
            Average Annual Total Returns
<CAPTION>
                         With Sales Load 
1 Year      5 Year       Since Inception       (12/9/92)
<S>         <C>          <C>                   <C>
 -4.8%       N/A               1.7%

<CAPTION>
                        Without Sales Load 
1 Year      5 Year       Since Inception       (12/9/92) 
<S>         <C>          <C>                   <C>
 -1.8%       N/A               -.7%
</TABLE>

Class B
(GRAPH)

<TABLE>
Average Annual Total Returns
<CAPTION>
                 With Sales Load 
1 Year           Since Inception         (8/1/94)
<S>              <C>                     <C>
 N/A                 -1.7%

<CAPTION>
                Without Sales Load 
1 Year           Since Inception         (8/1/94) 
<S>              <C>                     <C>
 N/A                  -.7%
</TABLE>

Class C
(GRAPH)

Lehman Intermediate Gov't.             Prudential Structured Maturity 
   Corp. Bond Index                       Fund--Income Portfolio

Past performance is not predictive of future performance and an investor's 
shares when redeemed may be worth more or less than their original cost.

These graphs are furnished to you in accordance with SEC regulations. They 
compare a $10,000 investment in the Prudential Structured Maturity 
Fund--Income Portfolio (Class A, Class B and Class C) with a similar 
investment in the Lehman Brothers Intermediate Government/Corporate 
Bond Index by portraying the initial account values at the commencement 
of operations of each class, and subsequent account values at the end of 
each fiscal year (December 31), as measured on a quarterly basis, beginning 
in 1989 for Class A shares, in 1992 for Class B shares and in 1994 for Class 
C shares. For purposes of the graphs, and unless otherwise indicated, in 
the accompanying tables it has been assumed (a) that the maximum applicable 
front-end sales charge was deducted from the initial $10,000 investment in 
Class A shares; (b) the maximum applicable contingent deferred sales charge 
was deducted from the value of the investment in Class B and Class C shares, 
assuming full redemption on December 31, 1994; (c) all recurring fees 
(including management fees) were deducted; and (d) all dividends and 
distributions were reinvested. Class B shares will automatically convert 
to Class A shares, on a quarterly basis, beginning approximately seven 
years after purchase. This conversion feature is not reflected in the graph.

The Intermediate Government/Corporate Index is a weighted index comprised 
of securities issues by the U.S. government and its agencies and securities 
publicly issued by corporations with one to 9.99 years remaining to maturity, 
rated investment grade and have $50 million or more in publicly issued debt 
outstanding. The index is an un unmanaged index and includes the 
reinvestment of all dividends, but does not reflect the payment of 
transaction costs and advisory fees associated with an investment in 
the Fund. The securities that comprise the index may differ substantially 
from the securities in the Fund's portfolio. The Intermediate 
Government/Corporate Index is not the only index that may be used 
to characterize performance of bond funds and other indexes may portray 
different comparative performance.

<PAGE>
Trustees
Thomas R. Anderson
Robert R. Fortune
Delayne Dedrick Gold
Harry A. Jacobs, Jr.
Lawrence C. McQuade
Thomas A. Owens, Jr.
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 LLP
Two World Financial Center
New York, NY  10281

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

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

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