DUFF & PHELPS UTILITIES TAX FREE INCOME INC
N-30D, 1996-09-06
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(ICON)

Prudential
Diversified
Bond 
Fund, Inc.

SEMI 
ANNUAL
REPORT
June 30, 1996

(LOGO)

<PAGE>

Prudential Diversified Bond Fund, Inc.

Performance At A Glance.
After delivering excellent returns in 1995, bonds disappointed investors 
during the first half of 1996. Economic growth accelerated, pushing 
interest rates dramatically higher and weakening bond prices. As a 
result, the Prudential Diversified Bond Fund provided a negative 
return during the six months ended June 30, 1996. The Fund also 
finished behind the average bond fund measured by Lipper Analytical 
Services. We believe the average maturity of the Fund's bonds was 
longer than our competition's, and we also held too few assets in 
lower quality high yield bonds (the best peforming type of domestic 
bond during the period). Nor did we hold any non-dollar denominated 
securities. We have since shortened our maturities, as well as added 
to our high yield holdings. (We may hold as much as 35% of assets in 
junk bonds.)

<TABLE>
Cumulative Total Returns1                            As of 6/30/96
<CAPTION>
                             Six        One          Since
                            Months      Year      Inception2
<S>                         <C>         <C>       <C>
Class A                     -1.6%       6.0%         17.9%
Class B                     -1.8        5.4          17.0
Class C                     -1.8        5.4          17.0
Lipper Gen. Bond Avg3        0.6        7.4          17.5
</TABLE>

<TABLE>
Average Annual Total Returns1                        As of 6/30/96
<CAPTION>
                        One              Since
                        Year           Inception2
<S>                <C>          <C>                       <C>
Class A               1.7% (1.6)4      8.8% (8.6)4
Class B               0.4  (0.3)4      8.6  (8.5)4
Class C               4.4  (4.3)4     11.2 (11.1)4
</TABLE>

<TABLE>
<CAPTION>
                                 Total Dividends           30-Day
                                Paid for Six Mos.         SEC Yield
<S>                <C>          <C>                       <C>
Dividends
& Yields           Class A           $0.46                  6.57%
As of              Class B           $0.42                  6.25
6/30/96            Class C           $0.42                  6.25
</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. 

1Source: Prudential Mutual Fund Management and Lipper Analytical 
Services. The cumulative total returns do not take into account 
sales charges. The average annual total returns do take into 
account applicable sales charges. The Fund charges a maximum 
front-end sales load of 4% for Class A shares and a declining 
contingent deferred sales charge (CDSC) of 5%, 4%, 3%, 2%, 1% 
and 1%, respectively for six years, for Class B shares. Class 
C shares have a 1% CDSC for one year. Class B shares automatically 
convert to Class A shares on a quarterly basis, after approximately 
seven years after purchase. 

2Inception dates: 1/10/95 Class A, Class B and Class C.

3Lipper average returns are for 57 funds for six months, 53 funds 
for one year, and 51 funds since inception on 1/10/95.

4Without waivers and expense subsidies, the Series' average annual 
total return/30-day SEC yield would have been lower, as indicated 
in parentheses (  ).

How Investments Compared.
(As of 6/30/96)
(CHART)

Source: Lipper Analytical Services. Financial markets change, so a 
mutual fund's past performance should never be used to predict future 
results. The risks to each of the investments listed above are 
different -- we provide 12-month total returns for several Lipper 
mutual fund categories to show you that reaching for higher yields 
means tolerating more risk. The greater the risk, the larger the 
potential reward or loss. In addition, we've included historical 
20-year average annual returns. These returns assume the reinvestment 
of dividends.

U.S. Growth Funds will fluctuate a great deal. Investors have received 
higher historical total returns from stocks than from most other 
investments. Smaller capitalization stocks offer greater potential 
for long-term growth but may be more volatile than larger 
capitalization stocks.

General Bond Funds provide more income than stock funds, which 
can help smooth out their total returns year by year. But their 
prices still fluctuate (sometimes significantly) and their returns 
have been historically lower than those of stock funds.

General Municipal Debt Funds invest in bonds issued by state 
governments, state agencies and/or municipalities. This investment 
provides income that is usually exempt from federal and state 
income taxes.

Money Market Funds attempt to preserve a constant share value; they 
don't fluctuate much in price but, historically, their returns have 
been generally among the lowest of the major investment categories.

<PAGE>

Barbara L. Kenworthy, Fund Manager                (PICTURE)

Portfolio
Manager's Report

The Prudential Diversified Bond Fund allocates its assets among 
different types of bonds: U.S. government securities, mortgage backed 
securities, corporate debt securities and foreign (mainly government) 
securities. Barbara Kenworthy is a "value investor". She looks for 
bonds that, in her view, offer competitive yields and appear to be 
priced lower than their inherent worth would merit. There can be no 
assurance that the Fund will achieve its investment objective.

Some High 
Yields.

The Fund can invest up to 35% of its total net assets in lower-rated 
and unrated bonds, commonly known as "junk bonds." Investments of 
this type are subject to greater risk of loss of principal and 
interest, including default risk, than higher rated bonds. As of 
June 30, 1996, the Fund held about 30% of total net assets in 
junk bonds, up from 15% six months earlier.

Strategy Session.

Interest Rates Rose.
It's been a difficult six months in the bond market. After falling 
dramatically in 1995, interest rates rose sharply with little warning 
this year, whipsawing bond investors. In the first half of 1996, the 
30-year U.S. Treasury yield rose by nearly one full percentage point, 
closing on June 30 at 6.89%. It was just last year the 30-year yield 
plummeted two percentage points to 5.95%.

What happened? When we last wrote, investors were optimistic. Inflation 
seemed to be beaten,  the economy was growing slowly and the president 
and the Congress appeared to be on the brink of a historic agreement 
to balance the budget. (This was good for bonds.) Then gold hit $415 
an ounce, the economy suddenly strengthened and talk of a landmark 
budget deal turned out to be just that -- talk. (This was bad for bonds.)

In this rapidly changing market of the last six months, the Fund followed 
a two-pronged strategy:

First, we reduced duration, a measure of sensitivity to interest rates, 
to 5.2 years on June 30, 1996 from 6.0 years on December 31, 1995. This 
helped us defend against rising interest rates, because shorter maturity 
bonds fall less in price than those with longer maturities when interest 
rates rise.

Second, we held more assets than the average fund in corporate and 
Yankee (U.S. dollar-denominated foreign) bonds. In addition, we increased 
our holdings in high yield or junk bonds to about 30% by June 30, 1996, 
up from 15% six months earlier. That proved to be wise, because junk 
bonds have performed better than any other type of domestic bond so 
far this year.

High Yield Bonds Grow.
Expressed as a percentage of
total net assets as of 6/30/96.
(CHART)

<PAGE>
What Went Well.

Crossing Over.
In our search for higher yields, we met with some success with 
"crossover bonds" -- so-called because they straddle the line between 
junk and investment-grade bonds. These bonds tend to be rated triple-B, 
or investment grade, by one rating agency and double-B, or junk by 
another. Crossover bonds are attractive because there's a relatively 
thin supply of new, top-rated corporate bonds, so the prices of 
comparatively lower-rated crossover bonds rise as investors battle 
over them, driving their yields down. These bonds represent as much 
as 25% of today's junk bond market, as measured by First Boston.

We found crossover bonds primarily in the communications industry. 
We also owned two crossover airline bonds, which performed well.

Corporates Did Well.
For much of the last six months, we held a significant portion of 
assets in investment grade corporate bonds (as much as 60% of total 
net assets), because these bonds carried higher yields and offered 
more price appreciation potential than Treasurys. In early June, 
we started to lighten up on our corporate holdings as the yield of 
the 30-year U.S. Treasury climbed toward 7.25%.

And Not So Well.

Worst Was Best.
Your Fund suffered from rising interest rates a little more than other 
bond funds partly because we held longer maturity and better-rated 
bonds. When interest rates rise, sometimes the worst bonds to hold 
are the ones that are the most sensitive to interest rate changes: 
top quality Treasury bonds, government agency bonds and highly-rated 
corporate bonds (bonds with the highest credit ratings). Why? These 
bonds generally have lower yields than lower-rated bonds, so when 
interest rates rise, they lose their principal value more quickly.

It Paid To Be Short.
We wish we had shortened our duration more in January, before the first 
signs of stronger economic growth started to surface. Had we been more 
defensive at that point (by holding bonds with slightly shorter 
maturities instead of those with somewhat longer maturities) we 
would have lost less when yields rose. It's important to note that 
bond yields have risen this year on the fear -- not the actual 
appearance -- of rising inflation.

Five Largest Issuers.
5.2%  Time Warner
      Media

4.5%  Salomon Inc.
      Financial Services

4.3%  Federated Dept. Stores
      Retail

4.0%  Tenet Healthcare
      Health Care

3.5%  Republic of Colombia
      Foreign Gov't Security

Expressed as a percentage of total net assets as of 6/30/96.

Looking Ahead.

The ball is pretty much in the court of the Federal Reserve now. We've 
seen some rather dramatic evidence of a surging economy in the second 
quarter -- higher employment, consumer spending and business investment. 
This surge in economic activity could very well force the Federal 
Reserve to raise short-term interest rates to prevent any rise in 
inflation.

Still, interest rates at these levels are becoming quite attractive for 
income-oriented investors, so we wouldn't be surprised to see 
professional investors step in. It would buoy the bond market.

We will be watching economic growth and are looking forward to the 
inevitable buying opportunities. 

                                                                1
<PAGE>
A Talk With Barbara Kenworthy.

Why Did The Bond Market Falter? Here's One Opinion.

Q. Barbara, it's been a difficult six months in the bond market. 
What happened?

A. Economic growth was a lot stronger than investors expected. So 
investors started to worry once again that inflation might be coming back.

Q. Does that mean that interest rates could go still higher?

A. Inflation at the moment seems to be contained. But if economic 
activity continues to intensify, the Federal Reserve may make a pre-emptive 
strike against inflation by raising short-term interest rates.

Q. What would change your mind?

A. I watch the number of new jobs created by the economy each month.
There were 239,000 new jobs created in June, clearly worrying investors. 
Also a concern was the big June jump in average hourly earnings. I also 
monitor commodities prices closely. Gold and oil prices rose earlier 
this year, but fell by midyear, and that's good news for bond holders. 
The U.S. dollar is also important, because so many buyers of our U.S. 
government bonds are actually citizens of other countries. They like to 
see a strong dollar.

Q. This is an election year. How will the election affect the market?

A. In most election years, government spending goes up, so politicians 
running for re-election can point to lots of new initiatives, helping 
their re-election prospects. That really hasn't happened so far. 
Instead, the budget deficit is falling, and that's generally good 
news for bond prices. But it's early yet. Last fall our elected 
officials in Washington told us they would give us a balanced budget. 
This clearly hasn't happened.

<PAGE>
2
<PAGE>
President's Letter                                  August 1, 1996
(PICTURE)

Dear Shareholder:

Last year, U.S. stocks and bonds generally posted extraordinary returns.  
Investors celebrated this performance by putting record amounts of new 
money into mutual funds in the first few months of 1996.  According to 
figures released by the Investment Company Institute, a mutual fund 
industry trade group, new investments in mutual funds reached an 
all-time monthly high of $33 billion in January of 1996.  An additional 
$66 billion was invested in the following three months, although this 
rapid inflow subsided somewhat in late spring.

While we are pleased that mutual funds are attracting new investors, 
we're concerned that some of them may be "buying last year's returns."  
Few expect 1995's virtual non-stop returns from the stock and bond 
markets.  In fact, 1996's markets have been volatile so far (stock 
and bond prices go down just as they go up).  There's no better time 
than now to be talking with your Financial Advisor or Registered 
Representative.  She or he can help you determine reasonable 
expectations about both the potential performance and risks 
associated with your investments.

Board of Directors Election.

In addition to this report, we are including a notice about a special 
shareholder meeting to elect new Prudential mutual fund boards of 
directors.  Your Board of Directors has approved a proposal to place 
a common board of experienced directors across many of Prudential's 
mutual funds to improve business efficiency.  The enclosed material 
contains more complete information about this proposal.

Changes at Prudential.

Finally, there have been some important changes recently at Prudential 
that were made with you in mind.  Prudential Mutual Funds has moved under 
the umbrella of Prudential's newly created "Money Management Group."  
This group manages and administers nearly $190 billion in client assets 
and provides mutual funds, annuities, defined benefit and defined 
contribution plans to our individual and institutional investors.  
We plan to improve the range and quality of investment products and 
services that we can provide you by better leveraging Prudential's 
strengths.  There will, however, be no change in the service you 
receive from your Financial Advisor, Registered Representative or 
our Customer Service unit. 

We're excited about our future and hope that you are, too.  Thank 
you for your continued support and confidence in Prudential Mutual 
Funds.

Sincerely,

Richard A. Redeker
President

                                                               3

<PAGE>

Portfolio of Investments as of        PRUDENTIAL DIVERSIFIED
June 30, 1996 (Unaudited)                    BOND FUND, INC.
- ------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>
        Principal
Moody's   Amount
Rating    (000)       Description                Value (Note 1)
- ------------------------------------------------------------
LONG-TERM INVESTMENTS--89.9%
- ------------------------------------------------------------
Domestic Corporate Bonds--65.7%
<C>       <C>         <S>                             <C>
Baa3      $  2,000    Advanta National Bank,
                       Cert. of Deposit,
                       6.26%, 9/1/97
                       (Banking)                      $   1,997,000
Ba3          2,000    Agco Corp.,
                       Sr. Sub. Notes,
                       8.50%, 3/15/06
                       (Agricultural Equipment)           1,960,000
Ba3          1,000    American Standard, Inc.,
                       Sr. Deb.,
                       11.375%, 5/15/04
                       (Consumer Goods & Services)        1,080,000
A3           2,500    Auburn Hills Trust,
                       Gtd. Cert.,
                       12.00%, 5/1/20
                       (Automotive)                       3,611,000
B1           2,000    Bally's Grand, Inc.,
                       10.375%, 12/15/03
                       (Casinos)                          2,195,000
NR           2,400    BankAmerica Corp.,
                       Sub. Notes, F.R.N.,
                       5.9844% (a), 5/17/99
                       (Banking)                          2,419,680
Ba2          2,000    BJ Services Co.,
                       Sr. Notes,
                       7.00%, 2/1/06                      1,846,720
                      (Oil & Gas Equipment &
                       Services)
B2           1,000    Cablevision Systems Corp.,
                       Sr. Sub. Notes,
                       9.25%, 11/1/05                       930,000
                      (Cable & Pay Television
                       Systems)
B2           1,000    Centennial Cellular Corp.,
                       Sr. Notes,
                       10.125%, 5/15/05
                       (Telecommunications)                 960,000
Baa3         2,500    Columbia Gas Systems, Inc.,
                       7.62%, 11/28/25
                       (Oil & Gas)                        2,350,425
Baa3      $  1,000    Delta Air Lines, Inc.,
                       Sr. Notes,
                       9.875%, 5/15/00
                       (Transportation)               $   1,092,590
                      Digital Equipment Corp.,
Ba1          1,000    7.125%, 10/15/02                      970,100
Ba1          4,000    7.75%, 4/1/23
                       (Computers)                        3,616,320
Ba3          1,500    El Paso Electric Co.,
                       9.40%, 5/1/11
                       (Utilities)                        1,485,000
                      Enterprise Rent-A-Car U.S.A.
                       Finance Co.,
Baa3         1,000    7.875%, 3/15/98                     1,024,660
Baa3         2,500    7.00%, 6/15/00
                       (Financial Services)               2,497,656
                      Federated Dept. Stores, Inc.,
                       Sr. Notes,
Ba1          2,000    10.00%, 2/15/01                     2,105,000
Ba1          1,000    8.125%, 10/15/02                      980,000
Ba1          3,000    8.50%, 6/15/03
                       (Retail)                           2,970,000
A2           2,500    First Union Corp.,
                       8.00%, 11/15/02
                       (Banking)                          2,612,525
A3             500    General Motors Acceptance
                       Corp.,
                       8.625%, 6/15/99
                       (Financial Services)                 525,480
Baa1         3,000    Lumbermens Mutual Casualty
                       Co., Sub. Notes,
                       9.15%, 7/1/26
                       (Insurance)                        3,103,125
B1           3,000    MFS Communications, Inc.,
                       Zero Coupon, 1/15/06
                       (Telecommunications)               1,815,000
A2           2,500    NationsBank Corp.,
                       Sr. Notes,
                       7.00%, 5/15/03
                       (Banking)                          2,486,175
 </TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements.                                       3 -----


<PAGE>
Portfolio of Investments as of        PRUDENTIAL DIVERSIFIED
June 30, 1996 (Unaudited)                    BOND FUND, INC.
- ------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>
        Principal
Moody's   Amount
Rating    (000)       Description                Value (Note 1)
- ------------------------------------------------------------
Domestic Corporate Bonds (cont'd.)
<C>       <C>         <S>                             <C>
A1        $  1,000    Nationwide Life Insurance
                       Co.,
                       9.875%, 2/15/25
                       (Insurance)                    $   1,088,000
                      News America Hldgs., Inc.,
                       Sr. Notes,
Baa3         1,000    9.125%, 10/15/99                    1,064,310
Baa3         4,000    7.75%, 12/1/45
                       (Media)                            3,579,040
Ba2          1,500    Noble Drilling Corp.,
                       Sr. Notes,
                       9.125%, 7/1/06                     1,503,750
                      (Oil & Gas Equipment &
                       Services)
Baa3         3,000    NorAm Energy Corp.,
                       7.50%, 8/1/00
                       (Oil & Gas)                        3,040,440
                      Occidental Petroleum Corp.,
Baa3         1,000    10.125%, 11/15/01                   1,136,440
Baa3         1,000    11.125%, 8/1/10
                       (Oil & Gas)                        1,282,980
                      Paramount Communications,
                       Inc., Sr. Notes,
Ba2          1,857    5.875%, 7/15/00                     1,766,156
Ba2            500    7.50%, 1/15/02
                       (Media)                              493,220
Ba2          1,250    Parker & Parsley Petroleum
                       Co.,
                       8.25%, 8/15/07
                       (Oil & Gas)                        1,303,600
Ba2          1,000    RHG Finance Corp.,
                       Gtd. Notes,
                       8.875%, 10/1/05
                       (Financial Services)               1,032,500
Baa2         1,000    RJR Nabisco, Inc.,
                       6.70%, 6/15/02
                       (Consumer Goods & Services)          975,410
Ba2          1,000    Royal Caribbean Cruises Ltd.,
                       Sr. Sub. Notes,
                       11.375%, 5/15/02
                       (Entertainment)                    1,075,000
Ba1          1,000    Ryerson Tull, Inc.,
                       8.50%, 7/15/01
                       (Metals Processing)                1,001,250
                      Salomon Inc.,
                       Sr. Notes,
Baa1      $  2,000    5.98%, 2/2/98                   $   1,978,080
Baa1         3,800    7.00%, 5/15/99                      3,801,938
Baa1           500    7.25%, 5/1/01
                       (Financial Services)                 498,760
A2           1,000    Sears Roebuck Acceptance
                       Corp.,
                       6.34%, 10/12/00
                       (Financial Services)                 981,710
                      Tenet Healthcare Corp.,
                       Sr. Notes,
Ba1          2,000    9.625%, 9/1/02                      2,125,000
Ba1          3,500    8.625%, 12/1/03
                       (Health Care)                      3,548,125
Baa3         1,000    Time Warner Entertainment,
                       Co., L.P., Sr. Deb.,
                       8.375%, 3/15/23
                       (Entertainment)                      973,620
                      Time Warner, Inc.,
Ba1          2,500    7.75%, 6/15/05                      2,440,550
Ba1          2,000    6.85%, 1/15/26
                       (Media)                            1,915,740
                      Transco Energy Co.,
Baa2           500    9.125%, 5/1/98                        519,595
Baa2           500    9.375%, 8/15/01
                       (Oil & Gas)                          549,495
B2             295    UCAR Global Enterprises,
                       Inc.,
                       Sr. Sub. Notes,
                       12.00%, 1/15/05
                       (Steel)                              334,825
Baa3         1,000    USX Corp.,
                       9.80%, 7/1/01
                       (Steel)                            1,097,200
Ba2          3,000    Viacom Inc.,
                       Sr. Notes,
                       7.75%, 6/1/05
                       (Media)                            2,925,060
Baa1         2,000    Weatherford Enterra, Inc.,          1,970,000
                       7.25%, 5/15/06
                       (Oil & Gas Equipment &
                       Services)
                      Total Domestic Corporate
                       Bonds
                       (cost $93,162,942)                92,635,250
 </TABLE>
- --------------------------------------------------------------------------------
4                                             See Notes to Financial Statements.
 

<PAGE>
Portfolio of Investments as of        PRUDENTIAL DIVERSIFIED
June 30, 1996 (Unaudited)                    BOND FUND, INC.
- ------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>
         Principal
Moody's   Amount
Rating    (000)       Description                Value (Note 1)
- ------------------------------------------------------------
Foreign Government Securities--10.9%
<C>       <C>         <S>                             <C>
A2        $  2,000    Hydro-Quebec,
                       (Canada),
                       8.05%, 7/7/24                  $   2,120,080
A2           2,500    Quebec Province,
                       (Canada),
                       6.50%, 1/17/06                     2,343,325
B1             600    Republic of Argentina,
                       9.25%, 2/23/01                       575,250
                      Republic of Colombia,
Baa3         1,000    8.75%, 10/6/99                      1,021,250
Baa3         2,000    8.00%, 6/14/01                      1,981,660
Baa3         2,000    7.25%, 2/15/03                      1,886,580
A1           3,600    Republic of Italy,
                       6.875%, 9/27/23                    3,246,192
Ba1          2,000    Trinidad & Tobago,
                       (Trinidad),
                       11.50%, 11/20/97                   2,100,000
                      Total Foreign Government
                       Securities
                       (cost $15,681,787)                15,274,337
- ------------------------------------------------------------
Foreign Corporate Bonds--10.9%
Aa1          1,000    African Development Bank,
                       6.875%, 10/15/15
                       (Banking-Supranational)              939,950
Ba1          1,000    Banco de Comercio Exterior de
                       Colombia,
                       8.625%, 6/2/00
                       (Financial Services)               1,017,500
A3           1,000    Kansallis-Osake-Pankki,
                       (Finland), Sub. Notes,
                       10.00%, 5/1/02
                       (Banking-Yankee)                   1,128,070
NR           3,000    National Bank of Romania,
                       9.75%, 6/25/99
                       (Banking)                          3,030,000
</TABLE>

<TABLE>
<CAPTION>
           Shares/
          Principal
Moody's   Amount
Rating    (000)       Description                    Value (Note 1)
<S>       <C>         <C>                             <C>
Ba3       $  4,000    Polysindo Int'l. Finance Co.
                       BV,
                       (Indonesia),
                       11.375%, 6/15/06
                       (Financial Services-Yankee)    $   4,070,000
Aa3          2,000    Rodamco NV,
                       (Netherlands),
                       7.30%, 5/15/05
                       (Financial Services)               1,991,000
Ba3          2,000    Rogers Cablesystems, Inc.,
                       (Canada), Sr. Notes,
                       10.00%, 3/15/05                    1,970,000
                      (Cable & Pay Television
                       Systems-Yankee)
A1           1,250    Santander Financial
                       Issuances,
                       (Spain),
                       Gtd. Sub. Notes,
                       7.25%, 5/30/06
                       (Financial Services)               1,230,862
                      Total Foreign Corporate Bonds
                       (cost $15,409,893)                15,377,382
- ------------------------------------------------------------
U. S. Government Securities--1.0%
Aaa          1,200    United States Treasury Bond,
                       6.875%, 8/15/25                    1,187,808
Aaa            250    United States Treasury Note,
                       6.875%, 5/15/06                      252,773
                                                      -------------
                      Total U. S. Government
                       Securities
                       (cost $1,412,086)                  1,440,581
- ------------------------------------------------------------
Preferred Stock--1.4%
Ba3          2,000    Time Warner, Inc.,                  1,960,000
                       (Media)
                       (cost $2,000,000)
                      Total Long-Term Investments
                       (cost $127,666,708)              126,687,550
                                                      -------------
 
</TABLE>
- --------------------------------------------------------------------------------
See Notes to Financial Statements.                                       5 -----


<PAGE>
<TABLE>
<CAPTION>
          Principal
Moody's   Amount
Rating    (000)       Description                    Value (Note 1)
 ------------------------------------------------------------
SHORT-TERM INVESTMENTS--9.3%
- ------------------------------------------------------------
Domestic Corporate Bond--0.7%
<C>       <C>         <S>                             <C>
Baa1      $  1,000    Marine Midland Bank,
                       Sub. Notes,
                       5.6875%, 9/27/96
                       (Banking)
                       (cost $998,700)                $     997,500
- ------------------------------------------------------------
Repurchase Agreement--8.6%
            12,128    Joint Repurchase Agreement
                       Account,
                       5.46%, 7/01/96, (Note 6)
                       (cost $12,128,000)                12,128,000
                                                      -------------
                      Total Short-Term Investments
                       (cost $13,126,700)                13,125,500
                                                      -------------
- ------------------------------------------------------------
Total Investments--99.2%
                      (cost $140,793,408; Note 5)       139,813,050
                      Other assets in excess of
                       liabilities--0.8%                  1,194,221
                                                      -------------
                      Net Assets--100%                $ 141,007,271
                                                      -------------
                                                      -------------
</TABLE>
- ---------------
F.R.N.--Floating Rate Note
NR--Not Rated by Moody's or Standard & Poor's.
(a) Rate shown reflects current rate of variable rate instruments.
The Fund's current Prospectus contains a description of Moody's and Standard &
Poor's ratings.
The industry classification of portfolio holdings and other net assets shown as
a percentage of net assets as of June 30, 1996 was as follows:

<TABLE>
<S>                                                     <C>
Financial Services....................................   14.6%
Media.................................................   11.4
Banking...............................................   11.1
Foreign Government Securities.........................   10.9
U.S. Government & Agency Securities...................    9.6
Oil & Gas.............................................    7.2
Retail................................................    4.3
Health Care...........................................    4.0
Oil & Gas Equipment & Services........................    3.8
Computers.............................................    3.3
Insurance.............................................    3.0
Automotive............................................    2.6
Cable & Pay Television Systems........................    2.1
Telecommunications....................................    2.0
Casinos...............................................    1.6
Agricultural Equipment................................    1.4
Consumer Goods & Services.............................    1.4
Entertainment.........................................    1.4
Steel.................................................    1.0
Utilities.............................................    1.0
Transportation........................................     .8
Metals Processing.....................................     .7
Other assets in excess of liabilities.................     .8
                                                        -----
                                                        100.0%
                                                        -----
                                                        -----
</TABLE>
 
- --------------------------------------------------------------------------------
- -----                                  6      See Notes to Financial Statements.
 

<PAGE>
Statement of Assets and Liabilities (Unaudited)      PRUDENTIAL DIVERSIFIED BOND
                                                     FUND, INC.
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                                           
                                   <C>
Assets                                                                        
                                  June 30, 1996
Investments, at value (cost
$140,793,408)................................................................... 
    $139,813,050
Cash.........................................................................
 ...............................            41,926
Receivable for investments
sold.........................................................................
 ....         8,274,799
Interest
receivable...................................................................
 ......................         2,091,500
Receivable for Fund shares
sold.........................................................................
 ....         1,304,895
Deferred expenses and other
assets.......................................................................... 
         145,968
Dividends
receivable...................................................................
 .....................            44,565
                                                                              
                                   -------------
   Total
assets.......................................................................
 ......................       151,716,703
                                                                              
                                   -------------
Liabilities
Payable for investments
purchased....................................................................
 .......         9,501,946
Payable for Fund shares
reacquired...................................................................
 .......           712,444
Dividends
payable......................................................................
 .....................           293,659
Accrued expenses and other
liabilities..................................................................
 ....           116,857
Distribution fee
payable......................................................................
 ..............            73,442
Management fee
payable......................................................................
 ................            11,084
                                                                              
                                   -------------
   Total
liabilities..................................................................
 ......................        10,709,432
                                                                              
                                   -------------
Net
Assets.......................................................................
 ...........................      $141,007,271
                                                                              
                                   -------------
                                                                              
                                   -------------
Net assets were comprised of:
   Common stock, at
par..........................................................................
 ...........      $     10,736
   Paid-in capital in excess of
par.........................................................................  
    142,695,555
                                                                              
                                   -------------
                                                                              
                                    142,706,291
   Accumulated net realized loss on
investments.............................................................      
   (718,662 )
   Net unrealized depreciation on
investments...............................................................    
     (980,358 )
                                                                              
                                   -------------
Net assets, June 30,
1996.........................................................................
 ..........      $141,007,271
                                                                              
                                   -------------
                                                                              
                                   -------------
Class A:
   Net asset value and redemption price per share
      ($21,238,725/1,617,125 shares of common stock issued and
outstanding).................................             $13.13
   Maximum sales charge (4.0% of offering
price)............................................................            
 0.55
   Maximum offering price to
public......................................................................... 
          $13.68
Class B:
   Net asset value, offering price and redemption price per share
      ($116,244,956/8,850,209 shares of common stock issued and
outstanding)................................            $13.13
Class C:
   Net asset value, offering price and redemption price per share
      ($3,523,590/268,267 shares of common stock issued and
outstanding)....................................            $13.13
</TABLE>
 
- --------------------------------------------------------------------------------
See Notes to Financial Statements.                                       7 -----
 

<PAGE>
PRUDENTIAL DIVERSIFIED BOND FUND, INC.
Statement of Operations (Unaudited)
- ------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                                <C>
                                                   Six Months
                                                      Ended
                                                    June 30,
Net Investment Income                                 1996
Income
   Interest.....................................   $ 4,622,288
   Dividends....................................        44,565
                                                   -----------
     Total income...............................     4,666,853
                                                   -----------
Expenses
   Distribution fee--Class A....................        12,917
   Distribution fee--Class B....................       376,372
   Distribution fee--Class C....................        11,688
   Management fee...............................       301,762
   Transfer agent's fees and expenses...........        98,000
   Custodian's fees and expenses................        63,000
   Registration fees............................        50,000
   Reports to shareholders......................        40,000
   Amortization of deferred organization
      expenses..................................        21,735
   Audit fee and expenses.......................        12,000
   Directors' fees..............................        11,000
   Legal fees and expenses......................         7,000
   Miscellaneous................................         1,495
                                                   -----------
      Total expenses............................     1,006,969
   Less: Management fee waiver (Note 2).........      (241,410)
                                                   -----------
      Net expenses..............................       765,559
                                                   -----------
Net investment income...........................     3,901,294
                                                   -----------
Realized and Unrealized
Loss on Investments
Net realized loss on investment transactions....      (965,781)
Net change in unrealized depreciation on
   investments..................................    (4,772,503)
                                                   -----------
Net loss on investments.........................    (5,738,284)
                                                   -----------
Net Decrease in Net Assets
Resulting from Operations.......................   $(1,836,990)
                                                   -----------
                                                   -----------
</TABLE>

PRUDENTIAL DIVERSIFIED BOND FUND, INC.
Statement of Changes in Net Assets (Unaudited)
<TABLE>
<CAPTION>
                                                    January 10,
                                      Six Months      1995(a)
                                        Ended         Through
Increase (Decrease)                    June 30,     December 31,
in Net Assets                            1996           1995
<S>                                  <C>            <C>
Operations
   Net investment income...........  $  3,901,294   $ 3,242,014
   Net realized gain (loss) on
      investment transactions......      (965,781)    1,773,712
   Net unrealized appreciation
      (depreciation) on
      investments..................    (4,772,503)    3,792,145
                                     ------------   ------------
   Net increase (decrease) in net
      assets resulting from
      operations...................    (1,836,990)    8,807,871
                                     ------------   ------------
Dividends and distributions (Note
   1)
   Dividends to shareholders from
      net investment income
      Class A......................      (601,652)     (499,866 )
      Class B......................    (3,200,448)   (2,663,152 )
      Class C......................       (99,194)      (78,996 )
                                     ------------   ------------
                                       (3,901,294)   (3,242,014 )
                                     ------------   ------------
   Distributions to shareholders
      from net realized gains
      Class A......................            --      (209,652 )
      Class B......................            --    (1,276,511 )
      Class C......................            --       (40,430 )
                                     ------------   ------------
                                               --    (1,526,593 )
                                     ------------   ------------
Fund share transactions (net of
   share conversions) (Note 7)
   Net proceeds from shares sold...    58,500,069   108,185,016
   Net asset value of shares issued
      to shareholders in
      reinvestment of dividends and
      distributions................     2,602,913     3,228,879
   Cost of shares reacquired.......   (16,760,529)  (13,150,057 )
                                     ------------   ------------
   Net increase in net assets from
      Fund share transactions......    44,342,453    98,263,838
                                     ------------   ------------
Total increase.....................    38,604,169   102,303,102
Net Assets
Beginning of period................   102,403,102       100,000
                                     ------------   ------------
End of period......................  $$141,007,271  $102,403,102
                                     ------------   ------------
                                     ------------   ------------
- ---------------
(a) Commencement of investment operations.
</TABLE>
- --------------------------------------------------------------------------------
- -----                                  8      See Notes to Financial Statements.
 

<PAGE>
Notes to Financial Statements (Unaudited)      PRUDENTIAL DIVERSIFIED BOND
                                               FUND, INC.
- --------------------------------------------------------------------------------
Prudential Diversified Bond Fund, Inc. (the ``Fund''), which was incorporated
in
Maryland on September 1, 1994, is registered under the Investment Company Act
of
1940 as a diversified, open-end management investment company. The Fund had no
significant operations other than the issuance of 2,667 shares each of Class A
and Class B common stock and 2,666 shares of Class C common stock for $100,000
on October 5, 1994 to Prudential Mutual Fund Management, Inc. (``PMF'').
Investment operations commenced on January 10, 1995.
The Fund's investment objective is to achieve high current income consistent
with an appropriate balance between risk and reward. The Fund will seek to
achieve this objective by allocating its assets among sectors of the fixed
income securities markets, U.S. Government securities, mortgage-backed
securities, corporate debt, and foreign securities based upon an evaluation of
current market and economic conditions.
- ------------------------------------------------------------
Note 1. Accounting Policies
The following is a summary of significant accounting policies followed by the
Fund in the preparation of its financial statements.
Security Valuation: Securities listed on a securities exchange (other than
options on securities and indices) are valued at the last sales price on the day
of valuation, or, if there was no sale on such day, at the average of readily
available closing bid and asked prices on such day as provided by a pricing
service. Corporate bonds (other than convertible debt securities) and U.S.
Government securities that are actively traded in the over-the-counter market,
including listed securities for which the primary market is believed to be
over-the-counter, are valued by an independent pricing service. Convertible debt
securities that are actively traded in the over-the-counter market, including
listed securities for which the primary market is believed to be
over-the-counter, are valued at the average of the most recently quoted bid and
asked prices provided by a principal market maker or dealer. Options on
securities and indices traded on an exchange are valued at the average of the
most recently quoted bid and asked prices provided by the respective exchange
and futures contracts and options thereon are valued at the last sales price as
of the close of business of the exchange. Securities for which market quotations
are not readily available are valued at fair value as determined in good faith
by or under the direction of the Board of Directors of the Fund.
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 repurchase agreement transactions, the Fund's custodian, or
designated subcustodians, as the case may be under tri-party repurchase
agreements, takes possession of the underlying collateral securities, the value
of which exceeds 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 Fund
may be delayed or limited.
Options: The Fund may either purchase or write options in order to hedge against
adverse market movements or fluctuations in value caused by changes in
prevailing interest rates or foreign currency exchange rates with respect to
securities or currencies which the Fund currently owns or intends to purchase.
When the Fund purchases an option, it pays a premium and an amount equal to that
premium is recorded as an investment. When the Fund writes an option, it
receives a premium and an amount equal to that premium is recorded as a
liability. The investment or liability is adjusted daily to reflect the current
market value of the option. If an option expires unexercised, the Fund realizes
a gain or loss to the extent of the premium received or paid. If an option is
exercised, the premium received or paid is an adjustment to the proceeds from
the sale or the cost of the purchase in determining whether the Fund has
realized a gain or loss. The difference between the premium and the amount
received or paid on effecting a closing purchase or sale transaction is also
treated as a realized gain or loss. Gain or loss on purchased options is
included in net realized gain (loss) on investment transactions. Gain or loss
on
written options is presented separately as net realized gain (loss) on written
option transactions.
Securities Transactions and Net Investment Income: Securities transactions are
recorded on the trade date. Realized gains or losses on sales of securities are
calculated on the identified cost basis. Interest income is recorded on the
accrual basis. The Fund amortizes premiums and discounts paid on purchases of
portfolio securities as adjustments to interest income. Expenses are recorded
on
the accrual basis which may require the use of certain estimates by management.
Net investment income (other than distribution fees) and realized and unrealized
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.
- --------------------------------------------------------------------------------
                                                                         9 -----
 

<PAGE>
Notes to Financial Statements (Unaudited)      PRUDENTIAL DIVERSIFIED BOND
                                               FUND, INC.
- --------------------------------------------------------------------------------
Dividends and Distributions: The Fund declares daily and pays monthly dividends
from net investment income. The Fund will distribute at least annually any net
capital gains in excess of loss carryforwards. Dividends and distributions are
recorded on the ex-dividend date.
Income distributions and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted accounting
principles.
Federal Income Taxes: It is the Fund's policy to meet the requirements of the
Internal Revenue Code applicable to regulated investment companies and to
distribute all of its taxable net income to its shareholders. Therefore, no
federal income tax provision is required.
Deferred Organization Expenses: Approximately $210,000 of expenses were incurred
in connection with the organization of the Fund. These costs have been deferred
and are being amortized ratably over a period of sixty months from the date the
Fund commenced 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 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 .50 of 1% of the average daily net assets of the Fund. For the six
months ended June 30, 1996, PMF waived 80% of its management fee. The amount of
fees waived for the six months ended June 30, 1996 amounted to $241,410 ($.02
per share for Class A, B and C shares; .40 of 1% of average daily net assets,
annualized). The Fund is not required to reimburse PMF for such waiver.
The Fund had a distribution agreement with Prudential Mutual Fund Distributors,
Inc. (``PMFD''), which acted as the distributor of the Class A shares of the
Fund through January 1, 1996. Effective January 2, 1996, Prudential Securities
Incorporated (``PSI'') became the distributor of the Class A shares of the Fund
and is serving the Fund under the same terms and conditions as under the
arrangement with PMFD. PSI is also distributor of the Class B and Class C shares
of the Fund. The Fund compensated PMFD and PSI 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.
Pursuant to the Class A, B and C Plans, the Fund compensates PSI and PMFD 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 Class A, Class B and Class C Plans were .15%, .75% and
 .75%, respectively, of the average daily net assets of Class A, Class B and
Class C shares for the six months ended June 30, 1996.
PSI has advised the Fund that it has received approximately $79,000 in front-end
sales charges resulting from sales of Class A shares during the six months ended
June 30, 1996. From these fees, PSI paid such sales charges to Pruco Securities
Corporation and affiliated broker-dealers, which in turn paid commissions to
salespersons and incurred other distribution costs.
PSI has advised the Fund that for the six months ended June 30, 1996, it
received approximately $125,000 and $1,600 in contingent deferred sales charges
imposed upon redemptions by certain Class B and Class C shareholders,
respectively.
PMFD is a wholly-owned subsidiary of PMF; PSI, PMF and PIC are indirect,
wholly-owned subsidiaries of The Prudential Insurance Company of America.
- --------------------------------------------------------------------------------
- -----                                  10
 

<PAGE>
Notes to Financial Statements (Unaudited)      PRUDENTIAL DIVERSIFIED BOND
                                               FUND, INC.
- --------------------------------------------------------------------------------
Note 3. Other Transactions With Affiliates
Prudential Mutual Fund Services, Inc. (``PMFS''), a wholly-owned subsidiary of
PMF, serves as the Fund's transfer agent. During the six months ended June 30
1996, the Fund incurred fees of approximately $97,000 for the services of PMFS.
As of June 30, 1996, 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. Expense Subsidy
PMF voluntarily agreed to subsidize operating expenses so that total Fund
operating expenses do not exceed .90%, 1.50% and 1.50% of the average daily net
assets of the Class A, Class B and Class C shares, respectively. No
reimbursement was required for the six months ended June 30, 1996.
- ------------------------------------------------------------
Note 5. Portfolio Securities
Purchases and sales of investment securities, other than short-term investments,
for the six months ended June 30, 1996 were $209,629,130 and $172,723,814,
respectively.
The federal income tax cost basis of the Fund's investments at June 30, 1996 was
$140,799,523 and, accordingly, net unrealized depreciation for federal income
tax purposes was $986,473 (gross unrealized appreciation-$988,257; gross
unrealized depreciation-$1,974,730).
- ------------------------------------------------------------
Note 6. Joint Repurchase Agreement Account
The Fund, along with other affiliated registered investment companies, transfers
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, 1996, the Fund
had a 1.1% undivided interest in the repurchase agreements in the joint account.
The undivided interest for the Fund represents $12,128,000 in principal amount.
As of such date, each repurchase agreement in the joint account and the value
of
the collateral therefor were as follows:
Bear, Stearns & Co., Inc., 5.40%, in the principal amount of $369,000,000,
repurchase price $369,055,350, due 7/1/96. The value of the collateral including
accrued interest was $377,194,429.
Goldman, Sachs & Co., 5.47%, in the principal amount of $369,000,000, repurchase
price $369,056,068 7/1/96. The value of the collateral including accrued
interest was $376,380,556.
Smith Barney, Inc., 5.50%, in the principal amount of $369,000,000, repurchase
price $369,056,375, due 7/1/96. The value of the collateral including accrued
interest was $376,380,118.
- ------------------------------------------------------------
Note 7. Capital
The Fund offers Class A, Class B and Class C shares. Class A shares are sold
with a front-end sales charge of up to 4%. Class B shares are sold with a
contingent deferred sales charge which declines from 5% to zero depending on the
period of time the shares are held. Class C shares are sold with a contingent
deferred sales charge of 1% during the first year. Class B shares automatically
convert to Class A shares on a quarterly basis approximately seven years after
purchase. A special exchange privilege is also available for shareholders who
qualified to purchase Class A shares at net asset value.
There are 2 billion shares of common stock, $.001 par value per share, divided
into three classes, designated Class A, B and Class C, each of which consists
of
1 billion, 500 million and 500 million authorized shares, respectively. Of the
10,735,601 shares of common stock issued and outstanding at June 30, 1996, PMF
owned 8,000.
- --------------------------------------------------------------------------------
                                                                        11 -----

<PAGE>
Notes to Financial Statements (Unaudited)      PRUDENTIAL DIVERSIFIED BOND
                                               FUND, INC.
- --------------------------------------------------------------------------------
Transactions in shares of common stock for the six months ended June 30, 1996
and fiscal year ended December 31, 1995 were as follows:
<TABLE>
<CAPTION>
Class A                                  Shares       Amount
- --------------------------------------  ---------   -----------
<S>                                     <C>         <C>
Six months ended June 30, 1996:
Shares sold...........................    718,103   $ 9,596,855
Shares issued in reinvestment of
  dividends...........................     32,331       430,621
Shares reacquired.....................   (252,605)   (3,361,031)
                                        ---------   -----------
Net increase in shares outstanding
  before conversion...................    497,829     6,666,445
Shares issued upon conversion from
  Class B.............................     84,075     1,100,474
                                        ---------   -----------
Net increase in shares outstanding....    581,904   $ 7,766,919
                                        ---------   -----------
                                        ---------   -----------
January 10, 1995 (a) through
  December 31, 1995:
Shares sold...........................  1,149,425   $15,161,009
Shares issued in reinvestment of
  dividends and distributions.........     39,135       528,573
Shares reacquired.....................   (242,566)   (3,231,169)
                                        ---------   -----------
Net increase in shares outstanding
  before conversion...................    945,994    12,458,413
Shares issued upon conversion from
  Class B.............................     86,560     1,185,549
                                        ---------   -----------
Net increase in shares outstanding....  1,032,554   $13,643,962
                                        ---------   -----------
                                        ---------   -----------
<CAPTION>
Class B
- --------------------------------------
<S>                                     <C>         <C>
Six months ended June 30, 1996:
Shares sold...........................  3,550,255   $47,510,958
Shares issued in reinvestment of
  dividends...........................    157,986     2,104,091
Shares reacquired.....................   (971,412)  (12,959,921)
                                        ---------   -----------
Net increase in shares outstanding
  before conversion...................  2,736,829    36,655,128
Shares reacquired upon conversion
  into Class A........................    (84,075)   (1,100,474)
                                        ---------   -----------
Net increase in shares outstanding....  2,652,754   $35,554,654
                                        ---------   -----------
                                        ---------   -----------
January 10, 1995 (a) through
  December 31, 1995:
Shares sold...........................  6,807,170   $90,362,412
Shares issued in reinvestment of
  dividends and distributions.........    193,355     2,618,478
Shares reacquired.....................   (719,177)   (9,697,206)
                                        ---------   -----------
Net increase in shares
  outstanding before conversion.......  6,281,348    83,283,684
Shares reacquired upon conversion into
  Class A.............................    (86,560)   (1,185,549)
                                        ---------   -----------
Net increase in shares outstanding....  6,194,788   $82,098,135
                                        ---------   -----------
                                        ---------   -----------
<CAPTION>
Class C                                  Shares       Amount
- --------------------------------------  ---------   -----------
<S>                                     <C>         <C>
Six months ended June 30, 1996:
Shares sold...........................    103,776   $ 1,392,256
Shares issued in reinvestment of
  dividends...........................      5,121        68,201
Shares reacquired.....................    (33,172)     (439,577)
                                        ---------   -----------
Net increase in shares outstanding....     75,725   $ 1,020,880
                                        ---------   -----------
                                        ---------   -----------
January 10, 1995 (a) through
  December 31, 1995:
Shares sold...........................    200,032   $ 2,661,595
Shares issued in reinvestment of
  dividends and distributions.........      6,043        81,828
Shares reacquired.....................    (16,199)     (221,682)
                                        ---------   -----------
Net increase in shares outstanding....    189,876   $ 2,521,741
                                        ---------   -----------
                                        ---------   -----------
- ---------------
(a) Commencement of investment operations.
</TABLE>
- --------------------------------------------------------------------------------
- -----                                  12
 

<PAGE>
Financial Highlights (Unaudited)          PRUDENTIAL DIVERSIFIED BOND FUND, INC.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                            Class A           
              Class B                 Class C
                                                  ---------------------------- 
   ----------------------------     ----------
                                                                  January 10, 
                    January 10,
                                                  Six Months        1995(a)   
    Six Months        1995(a)        Six Months
                                                    Ended           Through   
      Ended           Through          Ended
                                                   June 30,      December 31, 
     June 30,      December 31,       June 30,
                                                     1996            1995     
       1996            1995             1996
                                                  ----------     ------------- 
   ----------     -------------     ----------
<S>                                               <C>            <C>          
    <C>            <C>               <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period..........     $  13.79         $ 12.50   
     $  13.79         $ 12.50         $  13.79
                                                  ----------        ------    
   ----------          ------      ----------
Income from investment operations
Net investment income(b)......................          .46             .90   
          .42             .82              .42
Net realized and unrealized gain on investment
  transactions................................         (.66)           1.51   
         (.66)           1.51             (.66)
                                                  ----------        ------    
   ----------          ------      ----------
   Total from investment operations...........         (.20)           2.41   
         (.24)           2.33             (.24)
                                                  ----------        ------    
   ----------          ------      ----------
Less distributions
Dividends from net investment income..........         (.46)           (.90)  
         (.42)           (.82)            (.42)
Distributions from net realized gains.........           --            (.22)  
           --            (.22)              --
                                                  ----------        ------    
   ----------          ------      ----------
   Total distributions........................         (.46)          (1.12)  
         (.42)          (1.04)            (.42)
                                                  ----------        ------    
   ----------          ------      ----------
Net asset value, end of period................     $  13.13         $ 13.79   
     $  13.13         $ 13.79         $  13.13
                                                  ----------        ------    
   ----------          ------      ----------
                                                  ----------        ------    
   ----------          ------      ----------
TOTAL RETURN(d)...............................        (1.60)%         19.80%  
        (1.80)%         19.11%           (1.80)%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000)...............     $ 21,239         $14,276   
     $116,245         $85,472         $  3,523
Average net assets (000)......................     $ 17,317         $ 7,428   
     $100,917         $43,574         $  3,134
Ratios to average net assets(b)/(c):
   Expenses, including distribution fees......          .75%            .87%  
         1.35%           1.47%            1.35%
   Expenses, excluding distribution fees......          .60%            .72%  
          .60%            .72%             .60%
   Net investment income......................         6.98%           6.92%  
         6.38%           6.32%            6.38%
Portfolio turnover rate.......................          149%            260%  
          149%            260%             149%
<CAPTION>
- ---------------
<CAPTION>
                                                 January 10,
                                                   1995(a)
                                                   Through
                                                December 31,
                                                    1995
                                                -------------
<S>                                               <C>
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of period..........     $ 12.50
                                                     -----
Income from investment operations
Net investment income(b)......................         .82
Net realized and unrealized gain on investment
  transactions................................        1.51
                                                     -----
   Total from investment operations...........        2.33
                                                     -----
Less distributions
Dividends from net investment income..........        (.82)
Distributions from net realized gains.........        (.22)
                                                     -----
   Total distributions........................       (1.04)
                                                     -----
Net asset value, end of period................     $ 13.79
                                                     -----
                                                     -----
TOTAL RETURN(d)...............................       19.11%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (000)...............     $ 2,655
Average net assets (000)......................     $ 1,307
Ratios to average net assets(b)/(c):
   Expenses, including distribution fees......        1.47%
   Expenses, excluding distribution fees......         .72%
   Net investment income......................        6.32%
Portfolio turnover rate.......................         260%
- ---------------
</TABLE>
 (a) Commencement of investment operations.
 (b) Net of expense subsidy and fee waiver.
 (c) Annualized.
 (d) 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>

Getting 
The Most 
From Your 
Prudential 
Mutual 
Fund.

Change Your Mind. 
You can exchange your shares in most Prudential Mutual Funds for shares 
in most other Prudential Mutual Funds, without charges. This may be 
most helpful if your investment needs change.

Reinvest Dividends Free Of Charge. 
Reinvest your dividends and/or capital gains distributions automatically -- 
without charge.

Invest For Retirement.
There is no minimum investment for an IRA. Plus, you defer taxes on 
your investment earnings by investing in an IRA.

If you'd like, you can contribute up to $2,000 a year in an IRA. If 
you are married, you and your spouse (if not working outside the home) 
can contribute up to $2,250 a year. (Withdrawals are taxed as ordinary 
income and may be subject to a 10% penalty prior to age 59 1/2.)

Change Your Job.You can take your pension with you. Use a rollover IRA to manage
your company-sponsored retirement plan while retaining the special tax-deferred
advantages. 

Invest In Your Children.
There's no fee to open a custodial account for a child's education 
or other needs.

Take Income. 
Would you like to receive monthly or quarterly checks in any amount 
from your fund account? Just let us know. We'll take care of it. Of 
course, there are minimum amounts. And shares redeemed may be subject 
to tax, and Class B and C shares may be subject to contingent deferred 
sales charges. We'll gladly answer your questions.

Keep Informed.
We want to keep you up-to-date. Of course, you receive account activity 
statements every quarter. But you also receive annual and semi-annual 
fund reports, as well as other important updates on events that affect 
your investments, including tax information.

This material is only authorized for distribution when preceded or 
accompanied by a current prospectus. Read the prospectus carefully 
before you invest or send money.

<PAGE>

Getting 
The Most 
From Your 
Prudential 
Mutual 
Fund.

When you invest through Prudential Mutual Funds, you receive financial 
advice through a Prudential Securities financial advisor or 
Prudential/Pruco Securities registered representative. Your 
advisor or representative can provide you with the following services:

There's No Reward Without Risk; But Is This Risk Worth It?

Your financial advisor or registered representative can help you 
match the reward you seek with the risk you can tolerate. And risk 
can be difficult to gauge --sometimes even the simplest investments 
bear surprising risks. The educated investor knows that markets 
seldom move in just one direction -- there are times when a market 
sector or asset class will lose value or provide little in the way 
of total return. Managing your own expectations is easier with help 
from someone who understands the markets and who knows you!

Keeping Up With The Joneses.

A financial advisor or registered representative can help you wade 
through the numerous mutual funds available to find the ones that 
fit your own individual investment profile and risk tolerance. While 
the newspapers and popular magazines are full of advice about investing, 
they are aimed at generic groups of people or representative individuals, 
not at you personally. Your financial advisor or registered 
representative will review your investment objectives with you. 
This means you can make financial decisions based on the assets 
and liabilities in your current portfolio and your risk tolerance -- 
not just based on the current investment fad.

Buy Low, Sell High.

Buying at the top of a market cycle and selling at the bottom are 
among the most common investor mistakes. But sometimes it's difficult 
to hold on to an investment when it's losing value every month. Your 
financial advisor or registered representative can answer questions 
when you're confused or worried about your investment, and remind 
you that you're investing for the long haul.

<PAGE>

Prudential Mutual Funds
One Seaport Plaza
New York, NY 10292

(800) 225-1852
http:\\www.prudential.com

Directors

Eugene C. Dorsey
Richard A. Redeker
Robin B. Smith

Officers
Richard A. Redeker, President
Robert F. Gunia, Vice President
Eugene S. Stark, Treasurer
Stephen M. Ungerman, Assistant Treasurer
S. Jane Rose, Secretary
Ellyn C. Vogin, 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

Distributor
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 Auditors
Deloitte & Touche LLP
Two World Financial Center
New York, NY 10281

Legal Counsel
Shereff, Friedman, Hoffman & Goodman LLP
919 Third Avenue
New York, NY 10022

The views expressed in this report and information about the Fund's 
portfolio holdings are for the period covered by this report and 
are subject to change thereafter.

The accompanying financial statements as of June 30, 1996 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.

<PAGE>
(LOGO)
Prudential Mutual Funds
One Seaport Plaza
New York, NY 10292
(800) 225-1852

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