<PAGE>
Prudential Stock Index Fund
Supplement dated January 15, 1997 to
Prospectus dated November 29, 1996
SHAREHOLDER GUIDE
Eligible Purchasers
Shares of the Fund are available for purchase by the following categories of
investors, in addition to those described on pages 17 and 18 of the prospectus.
PruArray and SmartPath Plans. Shares of the Fund may be purchased by certain
retirement and deferred compensation plans, qualified or non-qualified under the
Internal Revenue Code, including pension, profit-sharing, stock-bonus or other
employee benefit plans under Section 401 of the Internal Revenue Code and
deferred compensation and annuity plans under Sections 457 or 403(b)(7) of the
Internal Revenue Code that participate in the Transfer Agent's PruArray and
SmartPath Programs (benefit plan recordkeeping services) (hereafter referred to
as a PruArray or SmartPath Plan); provided (i) that the plan has at least $1
million in existing assets or (ii) 250 eligible employees or participants. The
term ``existing assets'' for this purpose includes stock issued by a PruArray or
SmartPath Plan sponsor, shares of non-money market Prudential Mutual Funds and
shares of certain unaffiliated non-money market mutual funds that participate in
the PruArray or SmartPath Program (Participating Funds). ``Existing assets''
also include shares of money market funds acquired by exchange from a
Participating Fund, monies invested in The Guaranteed Interest Account, a group
annuity insurance product issued by Prudential, and units of The Stable Value
Fund, an unaffiliated bank collective fund. Shares of the Fund may also be
purchased by plans that have monies invested in The Guaranteed Interest Account
(GIA) and The Stable Value Fund (SVF), provided (i) the purchase is made with
the proceeds of a redemption from either GIA or SVF and (ii) shares of the Fund
are an investment option of the plan.
PruArray Association Benefit Plans. Shares are also offered to Benefit Plans
sponsored by employers which are members of a common trade, professional or
membership association (Association) that participate in the PruArray Program
provided that the Association enters into a written agreement with Prudential.
Such Benefit Plans may purchase shares of the Fund without regard to the assets
or number of participants in the individual employer's qualified Plan(s) so long
as the employers in the Association (i) have retirement plan assets in the
aggregate of at least $1 million and 250 participants in the aggregate and (ii)
maintain their accounts with the Fund's transfer agent.
PruArray Savings Program. Shares of the Fund are also offered to employees
of companies that enter into a written agreement with Prudential Retirement
Services to participate in the PruArray Savings Program. Under this Program, a
limited number of Prudential Mutual Funds are available for purchase by
Individual Retirement Accounts and Savings Accumulation Plans of the company's
employees. The Program is available only to (i) employees who open an IRA or
Savings Accumulation Plan account with the Fund's transfer agent and (ii)
spouses of employees who open an IRA account with the Fund's transfer agent. The
program is offered to companies that have at least 250 eligible employees.
Other Eligible Purchasers. In addition, shares of the Fund may be purchased
through Prudential Securities or the Transfer Agent, by the following persons:
(a) officers and current and former Directors/Trustees of
<PAGE>
<PAGE>
the Prudential Mutual Funds (including the Fund), (b) employees of Prudential
Securities and PMF and their subsidiaries and members of the families of such
persons who maintain an ``employee related'' account at Prudential Securities or
the Transfer Agent, (c) employees of subadvisers of the Prudential Mutual Funds,
(d) Prudential, employees and special agents of Prudential and its subsidiaries
and all persons who have retired directly from active service with Prudential or
one of its subsidiaries.
HOW TO SELL YOUR SHARES
In the case of redemptions from a PruArray or SmartPath Plan, if the
proceeds of the redemption are invested in another investment option of the
plan, in the name of the record holder and at the same address as reflected in
the Transfer Agent's records, a signature guarantee is not required.
MF174C-2