<PAGE>
Prudential Active Balanced Fund
Supplement dated August 27, 1997
to Prospectus dated November 29, 1996
The Board of Trustees of Prudential Dryden Fund (the Fund) has recently
approved a proposal to exchange the assets and liabilities of the Prudential
Active Balanced Fund, a series of the Fund, for shares of Prudential Jennison
Active Balanced Fund, a newly created series of Prudential Jennison Series Fund,
Inc. Class A, Class B, Class C and Class Z shares of the Prudential Active
Balanced Fund would be exchanged at net asset value for shares of equivalent
value of the Prudential Jennison Active Balanced Fund.
If this proposal is approved, all portfolios of Prudential Mutual Funds
advised by Jennison Associates Capital Corp. will be series of Prudential
Jennison Series Fund, Inc. There will be no changes in Prudential Active
Balanced Fund's investment objectives, policies or management as a result of
this transaction.
Under the terms of the proposal, shareholders of the Prudential Active
Balanced Fund would become shareholders of Prudential Jennison Active Balanced
Fund, which was created for the purpose of acquiring the assets of Prudential
Active Balanced Fund. No sales charges would be imposed on the proposed
transfer. The Fund anticipates obtaining an opinion of its counsel that no gain
or loss for federal income tax purposes would be recognized by shareholders of
the Prudential Active Balanced Fund as a result of the proposed transaction.
The transfer is subject to approval by the shareholders of the Prudential
Active Balanced Fund. It is anticipated that a proxy statement/prospectus
relating to the transaction will be mailed to Prudential Active Balanced Fund
shareholders in late November 1997.
The Prudential Active Balanced Fund's investment objective is to achieve
total returns approaching equity returns while accepting less risk than an all
equity portfolio, through an actively managed portfolio of equity securities,
fixed income securities and money market instruments. Bradley Goldberg, an
executive vice president and a director of Jennison Associates Capital Corp., is
the portfolio manager of the Prudential Active Balanced Fund and will become the
portfolio manager of Prudential Jennison Active Balanced Fund.
MF174C-2 (8/27/97)
