PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY ACCOUNT - 10-Q Quarterly Report

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(MARK ONE)

X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- --- SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2002

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- --- SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER 33-20083

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

IN RESPECT OF

THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY ACCOUNT
------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

NEW JERSEY 22-1211670
- ------------------------------- -------------------------------
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

751 BROAD STREET, NEWARK, NEW JERSEY 07102-2992
-------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

(800) 778-2255
--------------------------------------------------
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO
---- -----

THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY ACCOUNT
(REGISTRANT)
INDEX

2

FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY ACCOUNT

STATEMENTS OF NET ASSETS
June 30, 2002 and December 31, 2001

The accompanying notes are an integral part of these financial statements.

3

NOTES TO THE FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY ACCOUNT
JUNE 30, 2002
(UNAUDITED)

NOTE 1: BASIS OF PRESENTATION

The Prudential Variable Contract Real Property Account ("Real Property Account")
is used to fund benefits under certain variable life insurance and variable
annuity contracts issued by The Prudential Insurance Company of America. These
products are Variable Appreciable Life ("PVAL" and "PVAL $100,000+ face value"),
Discovery Plus ("PDISCO+"), and Variable Investment Plan ("VIP").

The accompanying unaudited financial statements included herein have been
prepared in accordance with the requirements of Form 10-Q and accounting
principles generally accepted in the United States of America for interim
financial information. In the opinion of management, all adjustments (consisting
of normal recurring adjustments) considered necessary for a fair presentation
have been included. Operating results for the six months ended June 30, 2002 are
not necessarily indicative of the results that may be expected for the year
ended December 31, 2002. For further information, refer to the financial
statements and notes thereto included in the Real Property Account's December
31, 2001 Annual Report on Form 10K.

NOTE 2: INVESTMENT INFORMATION FOR THE PRUDENTIAL VARIABLE CONTRACT REAL
PROPERTY PARTNERSHIP

The investment in The Prudential Variable Contract Real Property Partnership
(the "Partnership") is based on the Real Property Account's proportionate
interest of the Partnership's market value. At June 30, 2002 and December 31,
2001, the Real Property Account's interest in the Partnership was 40.8% or
3,393,522 shares.

The number of shares (rounded) held by the Real Property Account in the
Partnership, the Partnership net asset value per share (rounded) and the
aggregate cost of investments in the Real Property Account's shares held at June
30, 2002 and December 31, 2001 were as follows:

NOTE 3: CONTRACT OWNER EQUITY INFORMATION

Contract owner equity at June 30, 2002 and December 31, 2001 by product, were as
follows:

4

NOTES TO THE FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY ACCOUNT
JUNE 30, 2002
(UNAUDITED)

NOTE 4: NET WITHDRAWALS BY CONTRACT OWNERS

Net withdrawals by contract owners for the real estate investment option in The
Prudential Insurance Company of America's variable insurance and variable
annuity products for the six months ended June 30, 2002 and 2001, were as
follows:

5

THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
FINANCIAL STATEMENTS.

6

THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
FINANCIAL STATEMENTS.

7

THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(UNAUDITED)

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
FINANCIAL STATEMENTS.

8

THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
FINANCIAL STATEMENTS.

9

THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

SCHEDULE OF INVESTMENTS

* Real estate partnerships accounted for by the consolidated method.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
FINANCIAL STATEMENTS.

10

THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

SCHEDULE OF INVESTMENTS

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
FINANCIAL STATEMENTS.

11

THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP

SCHEDULE OF INVESTMENTS

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
FINANCIAL STATEMENTS.

12

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF
THE PRUDENTIAL VARIABLE CONTRACT REAL PROPERTY PARTNERSHIP
JUNE 30, 2002 AND 2001
(UNAUDITED)

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited financial statements included herein have been
prepared in accordance with the requirements of Form 10-Q and accounting
principles generally accepted in the United States of America for interim
financial information. In the opinion of management, all adjustments (consisting
of normal recurring adjustments) considered necessary for a fair presentation
have been included. Operating results for the six months ended June 30, 2002 are
not necessarily indicative of the results that may be expected for the year
ended December 31, 2002. For further information, refer to the financial
statements and notes thereto included in each Partner's December 31, 2001 Annual
Report on Form 10K.

NOTE 2: COMMITMENT FROM PARTNER

In 1986, the Prudential Insurance Company of America ("Prudential") committed to
fund up to $100 million to enable the Partnership to acquire real estate
investments. Contributions to the Prudential Variable Contract Real Property
Partnership ("Partnership") under this commitment were utilized for property
acquisitions, and returned to Prudential on an ongoing basis from the contract
owners' net contributions and other available cash. The amount of the commitment
is reduced by $10 million for every $100 million in current value net assets of
the Partnership. Thus, with $197 million in net assets, the commitment has been
automatically reduced to $90 million. As of June 30, 2002, Prudential's equity
interest in the Partnership, on a cost basis, under this commitment was $44
million. Prudential intends to terminate this commitment at the end of the 2002
fiscal year.

NOTE 3: RELATED PARTY TRANSACTIONS

Pursuant to an investment management agreement, Prudential charges the
Partnership a daily investment management fee at an annual rate of 1.25% of the
average daily gross asset valuation of the Partnership. For the six months ended
June 30, 2002 and 2001 investment management fees incurred by the Partnership
were $1,244,087 and $1,344,767 respectively.

The Partnership also reimburses Prudential for certain administrative services
rendered by Prudential. The amounts incurred for the six months ended June 30,
2002 and 2001 were $58,315 for each period, and are classified as administrative
expense in the Consolidated Statements of Operations.

13

NOTE 4: FINANCIAL HIGHLIGHTS

(a) Total Return is calculated by linking quarterly returns which are
calculated using the formula below:

Net Investment Income + Net Realized and Unrealized Gains/(Losses)
------------------------------------------------------------------
Beg. Net Asset Value + Time Weighted Contributions - Time Weighted Distributions

(b) Average net assets are based on beginning of period net assets.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

All of the assets of the Real Property Account (the "Account") are invested in
the Prudential Variable Contract Real Property Partnership (the "Partnership").
Correspondingly, the liquidity, capital resources and results of operations for
the Real Property Account are contingent upon the Partnership. Therefore, all of
management's discussion of these items is at the Partnership level. The partners
in the Partnership are The Prudential Insurance Company of America, Pruco Life
Insurance Company, and Pruco Life Insurance Company of New Jersey (collectively,
the "Partners").

The following analysis of the liquidity and capital resources and results of
operations of the Partnership should be read in conjunction with the Financial
Statements and the related Notes to the Financial Statements included elsewhere
herein.

14

(a) LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2002, the Partnership's liquid assets consisting of cash and cash
equivalents were $29.2 million, an increase of $2.6 million from December 31,
2001. This increase was due primarily to the operations of the Partnership's
properties. Sources of liquidity include net cash flow from property operations
and interest from short-term investments.

The Partnership's investment policy allows up to 30% investment in cash and
short-term obligations, although the Partnership generally holds approximately
10% of its assets in cash and short-term obligations. At June 30, 2002, 12.6% of
the Partnership's assets consisted of cash and cash equivalents.

In 1986, Prudential committed to fund up to $100 million to enable the
Partnership to acquire real estate investments. Contributions to the Partnership
under this commitment have been utilized for property acquisitions, and returned
to Prudential on an ongoing basis from contract owners' net contributions and
other available cash. The amount of the commitment is reduced by $10 million for
every $100 million in current value net assets of the Partnership. Thus with
$197 million in net assets, the commitment has been automatically reduced to $90
million. As of June 30, 2002, Prudential's equity interest in the Partnership,
on a cost basis, under this commitment (held through the Real Property Accounts)
was $44 million. Prudential does not intend to make any contributions during the
2002 fiscal year, and will terminate this commitment at the end of the 2002
fiscal year.

The Partnership made $18 million in distributions to the Partners during 2001.
Additional distributions may be made to the Partners during 2002 based upon the
percentage of assets invested in short-term obligations, taking into
consideration anticipated cash needs of the Partnership including potential
property acquisitions, property dispositions and capital expenditures.
Management anticipates that its current liquid assets and ongoing cash flow from
operations will satisfy the Partnership's needs over the next twelve months and
the foreseeable future.

During the first six months of 2002, the Partnership spent approximately $1.1
million in capital expenditures, the majority of which were associated with
development and expansion of the retail centers located in Hampton, VA and
Kansas City, MO, and the HVAC upgrade at the office building located in Lisle,
IL.

(b) RESULTS OF OPERATIONS

The following is a brief year-to-date and quarterly comparison of the
Partnership's results of operations for the periods ended June 30, 2002 and
2001.

JUNE 30, 2002 VS. JUNE 30, 2001

15

The following table presents a year-to-date comparison of the Partnership's
sources of net investment income, and realized and unrealized gains or losses by
investment type.

The Partnership's net investment income for the quarter ended June 30, 2002 was
$2.7 million, a decrease of $0.5 million when compared to the corresponding
period in 2001. This decrease is primarily due to the Partnership's liquidation
of its investment in REIT stocks during the fourth quarter last year, which
resulted in no dividend income being received in 2002.

16

Revenue from real estate was $13.2 million for the first six months of 2002, an
increase of $2.0 million, or 17.9%, from $11.2 million in the corresponding
period in 2001. Revenue from real estate was $6.7 million for the second quarter
of 2002, an increase of $0.7 million, or 11.1%, from $6.0 million in the
corresponding quarter in 2001. The increase is primarily due to the acquisition
of a portfolio of apartment complexes located in Gresham/Salem, OR and a retail
center located in Hampton, VA during 2001. There was also an increase in
occupancy at the industrial properties located in Bolingbrook, IL and Salt Lake
City, UT due to temporary month-to-month leases. The office properties located
in Oakbrook Terrace, IL and Beaverton, OR also experienced a significant
increase in occupancy.

Equity in income of real estate partnership was $0.1 million for the first six
months of 2002, a decrease of $0.3 million, or 83.1%, from $0.4 million in the
corresponding period in 2001. Equity in income of real estate partnership was
- -$0.01 million for the second quarter of 2002, a decrease of $0.3 million, or
103.7%, from $0.3 million in the corresponding quarter in 2001. This decrease is
due to a decrease in revenue associated with expanding the existing grocery
store anchor. It is anticipated that upon completion, both occupancy and rental
rates will increase.

Dividend income from real estate investment trusts decreased approximately $1.2
million, or 100.0%, during the first six months of 2002 compared to the
corresponding period in 2001. Dividend income from real estate investment trusts
decreased approximately $0.6 million, or 100.0%, during the second quarter of
2002 compared to the corresponding quarter in 2001. These decreases were due to
the Partnership's liquidation of its investment in REIT stocks during the 4th
quarter of 2001.

Interest on short-term investments increased approximately $0.1 million or 90.6%
for the three months ended June 30, 2002 due primarily to significantly higher
average cash balance when compared to the corresponding period in 2001.

Administrative expense increased $0.4 million, or 29.5%, in the first six months
of 2002 compared to the corresponding period in 2001. These increases were
primarily due to the Partnership's acquisition of a portfolio of apartment
complexes located in Gresham and Salem, OR and a retail center located in
Hampton, VA. Administrative expense increased $0.3 million, or 38.9%, in the
second quarter of 2002 compared to the corresponding quarter in 2001. These
increases were primarily due to the Partnership's acquisition of a controlling
interest in the retail center located in Hampton, VA coupled with an increase in
leasing expense at the Atlanta, GA and Gresham/Salem OR apartment complexes.

Operating expenses increased $0.3 million, or 14.1%, in the first six months of
2002 compared to the corresponding period in 2001. These increases were
primarily due to the Partnership's acquisition of a controlling interest in the
two investments discussed previously.

Interest expense increased $0.3 million, or 39.9%, in the first six months of
2002 compared to the corresponding period in 2001. Interest expense increased
$0.1 million, or 12.7%, in the second quarter of 2002 compared to the
corresponding quarter in 2001. These increases were primarily due to the
Partnership's assumption of a $9.0 million and a $10.3 million mortgage loan in
conjunction with the acquisition of a controlling interest in the two
investments discussed previously.

Minority interest in consolidated partnerships increased $0.03 million, or
47.9%, for the six months ended June 30, 2002 compared to the corresponding
period in 2001. Minority interest in consolidated partnerships increased $0.01
million, or 49.9%, for the quarter ended June 30, 2002 compared to the
corresponding quarter in 2001. These increases were due to the Partnership's
acquisition of a controlling interest in the two investments discussed
previously.

The Partnership experienced a net unrealized loss of $7.2 million for the six
months ended June 30, 2002 compared to a net unrealized gain of $3.2 million
during the corresponding period in

17

2001. The unrealized losses during 2002 were primarily due to the office,
apartment and retail sectors. The office properties experienced an unrealized
loss of $3.6 million primarily due to the offices located in Brentwood, TN and
Oakbrook Terrace, IL, which experienced declines in value for various reasons
including softening market conditions, reductions in market rental rates, and
near-term lease expirations. All of the apartment complexes in the portfolio
experienced unrealized losses totaling $1.9 million for the first six months of
2002. Some of the contributing factors included lower short-term occupancy and
income projections, lower market rents, and increased rent concessions. The
retail sector also experienced a net unrealized loss of $1.2 million. Increased
risk that a major tenant at the Roswell, GA property will not renew its lease
was the primary reason for the decrease in value.

The Partnership experienced a net unrealized loss of $3.5 million during the
second quarter of 2002 compared to net unrealized gain of $3.8 million during
the corresponding period in 2001. The unrealized losses for the second quarter
2002 were primarily experienced in the office ($2.2 million) and apartment
sectors ($1.1 million), for the same reasons discussed previously.

OFFICE PROPERTIES

Net investment income from property operations for the office sector increased
approximately $0.5 million, or 23.6%, for the six months ended June 30, 2002
when compared to the corresponding period in 2001. Net investment income from
property operations for the office sector increased approximately $0.2 million,
or 17.9%, for the quarter ended June 30, 2002 when compared to the corresponding
quarter in 2001. This was primarily due to increased occupancy at the Oakbrook
Terrace, IL and Beaverton, OR office properties.

The five office properties owned by the Partnership experienced a net unrealized
loss of approximately $3.6 million during the first six months of 2002. One of
the Brentwood, TN properties experienced a net unrealized loss of approximately
$1.4 million primarily due to a reduction in market rental rates and softening
market conditions. The Oakbrook Terrace, IL property experienced a net
unrealized loss of approximately $1.1 million primarily due to softening market
conditions and the near-term lease expiration of a major tenant at the property.
The other Brentwood, TN property experienced a net unrealized loss of
approximately $1.1 million primarily due to the near-term lease expiration and
expected move-out of the single tenant at the property in July 2002. The Lisle,
IL property experienced a net unrealized loss of approximately $0.2 million
primarily due to impending tenant rollover. Offsetting these unrealized losses
was an unrealized gain of approximately $0.2 million at the office property
located in Beaverton, OR. This unrealized gain was attributable to a slight
increase in average market rent.

The five office properties owned by the Partnership experienced a net unrealized
gain of approximately $2.0 million during the first six months of 2001. The
largest increase, or $0.9 million, was due to the office property located in
Oakbrook Terrace, IL. This unrealized gain was attributable to the signing of
two new leases, which increased the leased area from 55% to 78%. One of the
Brentwood, TN office properties also experienced a net unrealized gain of
approximately $0.5 million primarily due to increased rental growth projections
and lower expense projections. The Lisle, IL office property experienced an
unrealized gain of $0.4 million due to an increase in occupancy and market
rents.

The five office properties owned by the Partnership experienced a net unrealized
loss of approximately $2.2 million during the second quarter of 2002. One of the
Brentwood, TN properties experienced a net unrealized loss of approximately $1.2
million primarily due to a reduction in market rental rates and softening market
conditions. The Oakbrook Terrace, IL property experienced a net unrealized loss
of approximately $0.8 million primarily due to softening market conditions and
the near-term lease expiration of a major tenant at the property that has
already vacated. The Lisle, IL property experienced a net unrealized loss of
approximately $0.2 million primarily due to impending tenant rollover.

18

The five office properties owned by the Partnership experienced a net unrealized
gain of approximately $1.0 million during the second quarter of 2001, due to the
office property located in Oakbrook Terrace, IL. This unrealized gain was
attributable to the signing of two new leases, which increased the leased area
from 55% to 78%.

Occupancy at the Beaverton, OR property increased from 67% at June 30, 2001 to
100% at June 30, 2002. Occupancy at the Oakbrook Terrace, IL property increased
from 49% at June 30, 2001 to 79% at June 30, 2002. Occupancy at both of the
Brentwood, TN office properties remained unchanged at 100% and 68%. Occupancy at
the Lisle, IL office property remained unchanged at 100%. As of June 30, 2002
all vacant spaces were being marketed.

APARTMENT COMPLEXES

Net investment income from property operations for the apartment sector was $1.6
million for the six months ended June 30, 2002, a decrease of $0.6 million, or
26.8%, when compared to the corresponding period in 2001. Net investment income
from property operations for the apartment sector was $0.7 million for the
quarter ended June 30, 2002, a decrease of $0.3 million, or 26.9%, when compared
to the corresponding quarter in 2001. These decreases were primarily due to a
decrease in average occupancy at the Atlanta, GA and Raleigh, NC apartment
complexes.

The apartment complexes owned by the Partnership experienced a net unrealized
loss of $1.9 million for the six months ended June 30, 2002 compared to a net
unrealized loss of $0.2 million for the six months ended June 30, 2001. Of the
unrealized loss experienced in the first six months of 2002, $0.6 million was
experienced at each of the apartment complexes located in Raleigh, NC and
Atlanta, GA. These unrealized losses were due to softening market conditions,
which have resulted in lower short-term occupancy and income projections, and
increased rent concessions. The apartment complex located in Jacksonville, FL
experienced an unrealized loss of $0.4 million due to slightly higher expense
estimates and softening market conditions, which have resulted in reduced
occupancy levels and lower market rents. The apartment portfolio located in
Gresham/Salem, OR, also experienced a net unrealized loss of $0.3 million
primarily due to increases in operating expense levels and softening market
conditions, which have resulted in lower short-term occupancy and income
projections, and increased rent concessions.

The apartment complexes owned by the Partnership experienced a net unrealized
loss of $0.2 million in the first six months of 2001. The majority of the
unrealized loss experienced in 2001 was primarily due to the Jacksonville, FL
apartment complex which experienced a decrease in value due to higher
replacement reserve expenses, higher operating expense projections, and slightly
lower market rent estimates.

The apartment complexes owned by the Partnership experienced a net unrealized
loss of $1.1 million in the second quarter of 2002. The apartment portfolio
located in Gresham/Salem, OR, experienced a net unrealized loss of $0.7 million
primarily due to softening market conditions, which have resulted in lower
short-term occupancy and income projections, and increased rent concessions. The
apartment complex located in Atlanta, GA also experienced a net unrealized loss
of approximately $0.2 million for this same reason. The apartment complex
located in Jacksonville, FL experienced an unrealized loss of $0.2 million due
to slightly higher expense estimates and higher rental concessions resulting
from soft market conditions.

The apartment complexes owned by the Partnership experienced a net unrealized
loss of $0.4 million in the second quarter of 2001. The unrealized loss for 2001
was primarily experienced by the Jacksonville, FL apartment complex which
experienced a decrease in value due to higher replacement reserve expenses,
higher operating expense projections, and slightly lower market rent estimates,
as discussed previously.

Occupancy at the Gresham and Salem, OR apartment complexes increased from 88% at
June 30, 2001 to 94% at June 30, 2002. Occupancy at the Atlanta, GA complex
decreased from 96%

19

at June 30, 2001 to 82% at June 30, 2002. The occupancy at the Raleigh, NC
complex decreased from 91% at June 30, 2001 to 85% at June 30, 2002. Occupancy
at the apartment complex in Jacksonville, FL decreased from 92% at June 30, 2001
to 91% at June 30, 2002. As of June 30, 2002, all available vacant spaces were
being marketed.

RETAIL PROPERTIES

Net investment income for the Partnership's retail properties was approximately
$1.8 million for the six months ended June 30, 2002, and approximately $1.5
million for the six months ended June 30, 2001. Net investment income for the
Partnership's retail properties was approximately $0.8 million for the quarter
ended June 30, 2002, and approximately $0.7 million for the quarter ended June
30, 2001. The increase is primarily due to the May 2001 acquisition of the
retail center located in Hampton, VA.

The retail properties experienced a net unrealized loss of $1.2 million for the
six months ended June 30, 2002 and a net unrealized loss of $0.3 million for the
six months ended June 30, 2001. The retail center located in Roswell, GA
experienced a net unrealized loss of $1.4 million for the first six months of
2002 due to increased risk that a major tenant will not renew its lease, coupled
with a deterioration in the market position of the property. Offsetting this
loss, the retail center located in Hampton, VA experienced an unrealized gain of
$0.2 million due to the addition of 20,000 rentable square feet. Capital
expenditures related to the construction of this new building coupled with the
leasing of 75% of the new space have driven the increase in value.

The retail properties experienced a net unrealized loss of $0.3 million in the
first six months of 2001. This was due to increased capital expenditures
budgeted for 2001 coupled with a slight decrease in overall occupancy at the
Roswell, GA property.

The retail properties experienced a net unrealized gain of $0.3 million for the
quarter ended June 30, 2002 and a net unrealized gain of $0.2 million for the
quarter ended June 30, 2001. The retail center located in Hampton, VA
experienced an unrealized gain of $0.3 million due to the same reasons mentioned
above. The retail properties experienced a net unrealized gain of $0.2 million
in the second quarter of 2001, due to partial completion of capital expenditures
at the Roswell, GA location.

Occupancy at the retail center in Hampton, VA increased from 99% at June 30,
2001 to 100% at June 30, 2002. Occupancy at the shopping center located in
Roswell, GA decreased from 94% at June 30, 2001 to 92% at June 30, 2002. As of
June 30, 2002, all vacant spaces were being marketed.

INDUSTRIAL PROPERTIES

Net investment income from property operations for the industrial properties
increased from $0.2 million for the six months ended June 30, 2001 to $0.7
million for the corresponding period ended June 30, 2002. Net investment income
from property operations for the industrial properties increased from $0.1
million for the quarter ended June 30, 2001 to $0.3 million for the
corresponding quarter ended June 30, 2002. The majority of this increase was due
to increased occupancy at the properties located in Bolingbrook, IL and Salt
Lake City, UT.

The three industrial properties owned by the Partnership experienced a net
unrealized gain of approximately $0.2 million for the six months ended June 30,
2002 compared to a net unrealized loss of approximately $0.4 million in 2001.
The majority of the unrealized gain in 2002 was attributable to the Aurora, CO
industrial property. This gain of approximately $0.5 million was due to an
increase in market rents. Offsetting this unrealized gain was the Salt Lake
City, UT facility, which experienced a net unrealized loss of $0.3 million due
to capital expenditures at the property that were not reflected as an increase
in market value and softening market conditions.

20

The three industrial properties owned by the Partnership experienced a net
unrealized loss of approximately $0.4 million during the first six months of
2001. The majority of the unrealized loss in 2001 was attributable to the Salt
Lake City, UT industrial property. This loss of approximately $0.4 million was
due to significant leasing costs associated with a new tenant.

The three industrial properties owned by the Partnership experienced a net
unrealized loss of approximately $0.2 million during the second quarter of 2002,
which was primarily attributable to the Salt Lake City, UT industrial property
for the same reasons as mentioned above.

The occupancy at the Bolingbrook, IL property increased from 0% at June 30, 2001
to 45% at June 30, 2002, due to a short-term month-to-month lease. The occupancy
at the Salt Lake City, Utah property increased from 16% at June 30, 2001 to 95%
at June 30, 2002. The Aurora, CO property's occupancy rate remained unchanged at
75% at June 30, 2001 and 2002. As of June 30, 2002, all vacant spaces were being
marketed.

EQUITY IN INCOME OF REAL ESTATE PARTNERSHIP

During the six months ended June 30, 2002, income from the investment located in
Kansas City, KS and MO amounted to $0.07 million, a decrease of 83.1% from $0.4
million at June 30, 2001. During the quarter ended June 30, 2002, income from
the investment located in Kansas City, KS and MO amounted to -$0.01 million, a
decrease of 103.7% from $0.3 million at June 30, 2001. This decrease is due to a
decrease in revenue associated with expanding the existing grocery store anchor.
It is anticipated that upon completion, both occupancy and rental rates will
increase.

The equity investment experienced a net unrealized loss of $0.6 million and a
net unrealized gain of $0.2 million for the six months ended June 30, 2002 and
2001, respectively. The unrealized loss of $0.6 million for the six months ended
June 30, 2002 was primarily due to capital expenditures at the property that
were not reflected as an increase in market value. The unrealized gain of $0.2
million during the first six months of 2001 was primarily due to increased
leasing activity and stabilized occupancy.

This investment experienced a net unrealized loss of $0.2 million and a net
unrealized loss of $0.1 million in the second quarter of 2002 and 2001,
respectively. The unrealized loss of $0.2 million experienced during the second
quarter of 2002 was due to the same reason as mentioned above. The unrealized
loss of $0.1 million experienced during the second quarter of 2001 was due to
capital expenditures on the retail centers which did not generate an increase in
market value.

The retail portfolio located in Kansas City, KS and MO had an average occupancy
of 92% at June 30, 2001, which decreased to 83% at June 30, 2002. As of June 30,
2002, all vacant spaces were being marketed.

REAL ESTATE INVESTMENT TRUSTS

The Partnership's investment in REITS was liquidated at the end of the fourth
quarter of 2001.

During the first six months of 2001, the Partnership's investment in REITS
experienced an unrealized gain of $1.9 million. During the second quarter of
2001, the Partnership's investment in REITS experienced an unrealized gain of
$3.0 million. These changes in unrealized gain reflect changes in the market
value of REIT shares held by the Partnership.

OTHER

Other net investment income increased $0.3 million during the first six months
of 2002 compared to the corresponding period in 2001. Other net investment
income increased $0.3 million during the second quarter of 2002 compared to the
corresponding period in 2001. Other net investment income includes interest
income from short-term investments, investment management fees, and

21

expenses not related to property activities. The increase in 2002 is primarily
due to a decrease in management fees due to the Partnership's liquidation of its
entire investment in REIT shares.

(c) INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements contained in Management's Discussion and Analysis may be
considered forward-looking statements. Words such as "expects", "believes",
"anticipates", "intends", "plans", or variations of such words are generally
part of forward-looking statements. Forward-looking statements are made based
upon management's current expectations and beliefs concerning future
developments and their potential effects upon the Partnership. There can be no
assurance that future developments affecting the Partnership will be those
anticipated by management. There are certain important factors that could cause
actual results to differ materially from estimates or expectations reflected in
such forward-looking statements including without limitation, changes in general
economic conditions, including the performance of financial markets and interest
rates; market acceptance of new products and distribution channels; competitive,
regulatory or tax changes that affect the cost or demand for the Partnership's
products; and adverse litigation results. While the Partnership reassesses
material trends and uncertainties affecting its financial position and results
of operations, it does not intend to review or revise any particular
forward-looking statement referenced in this Management's Discussion and
Analysis in light of future events. Readers should consider the information
referred to above when reviewing any forward-looking statements contained in
this Management's Discussion and Analysis.

(d) INFLATION

The Partnership's leases with a majority of its commercial tenants provide for
recoveries of expenses based upon the tenant's proportionate share of, and/or
increases in, real estate taxes and certain operating costs, which may reduce
the Partnership's exposure to increases in operating costs resulting from
inflation.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with Generally Accepted
Accounting Principles ("GAAP") requires the application of accounting policies
that often involve a significant degree of judgment. Management, on an ongoing
basis, reviews critical estimates and assumptions. If management determines, as
a result of its consideration of facts and circumstances that modifications in
assumptions and estimates are appropriate, results of operations and financial
position as reported in the Consolidated Financial Statements may change
significantly.

The following sections discuss critical accounting policies applied in preparing
our financial statements that are most dependent on the application of estimates
and assumptions.

VALUATION OF INVESTMENTS

REAL ESTATE INVESTMENTS - The Partnership's investments in real estate are
initially valued at their purchase price. Thereafter, real estate investments
are reported at their estimated market values based upon appraisal reports
prepared by independent real estate appraisers (members of the Appraisal
Institute or an equivalent organization) within a reasonable amount of time
following acquisition of the real estate and no less frequently than annually
thereafter. The Chief Real Estate Appraiser of Prudential Investment
Management's Risk Management Unit is responsible to assure that the valuation
process provides objective and accurate market value estimates.

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The purpose of an appraisal is to estimate the market value of real estate as of
a specific date. Market value has been defined as the most probable price for
which the appraised real estate will sell in a competitive market under all
conditions requisite for a fair sale, with the buyer and seller each acting
prudently, knowledgeably, and for self interest, and assuming that neither is
under undue duress.

Real estate partnerships are valued at the Partnership's equity in net assets as
reflected in the partnership's financial statements with properties valued as
described above.

As described above, the estimated market value of real estate and real estate
related assets is determined through an appraisal process. These estimated
market values may vary significantly from the prices at which the real estate
investments would sell since market prices of real estate investments can only
be determined by negotiation between a willing buyer and seller. Although the
estimated market values represent subjective estimates, management believes
these estimated market values are reasonable approximations of market prices and
the aggregate value of investments in real estate is fairly presented as of June
30, 2002 and 2001.

INVESTMENT IN REAL ESTATE INVESTMENT TRUSTS - Shares of real estate investment
trusts (REITs) are generally valued at their quoted market price. These values
may be adjusted for discounts relating to restrictions, if any, on the future
sale of these shares, such as lockout periods or limitations on the number of
shares which may be sold in a given time period. Any such discounts are
determined by the Chief Real Estate Appraiser.

OTHER ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk. The Partnership's exposure to market rate risk for changes
in interest rates relates to about 29.45% of its investment portfolio consisting
primarily of short-term fixed rate commercial paper and fixed and variable
interest rate debt. The Partnership does not use derivative financial
instruments. By policy, the Partnership places its investments with high quality
debt security issuers, limits the amount of credit exposure to any one issuer,
limits duration by restricting the term, and holds investments to maturity
except under rare circumstances.

The table below presents the amounts and related weighted interest rates of the
Partnership's cash equivalents and short-term investments at June 30, 2002:

The table below discloses the Partnership's fixed and variable rate debt as of
June 30, 2002. Approximately $18.7 million of the Partnership's long-term debt
bears interest at fixed rates and therefore the fair value of these instruments
is affected by changes in market interest rates. The

23

following table presents principal cash flows (in thousands) based upon maturity
dates of the debt obligations and the related weighted-average interest rates by
expected maturity dates for the fixed rate debt. The interest rate on the
variable rate debt is equal to the 6-month Treasury rate plus 1.565%. It is
subject to a maximum of 11.345% and a minimum of 2.345%. The interest rate on
the variable rate debt as of June 30, 2002 was 5.735%.

June 30,2002

The Partnership is exposed to market risk from tenants. While the Partnership
has not experienced any significant credit losses, in the event of a significant
rising interest rate environment and/or economic downturn, defaults could
increase and result in losses to the Partnership, which would adversely affect
its operating results and liquidity.

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PART II

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------- ---------------------------------------------------

Contract owners participating in the Real Property Account have
no voting rights with respect to the Real Property Account.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ------- --------------------------------

(a) EXHIBITS

2 Not Applicable

3 Resolution of the Board of Directors establishing The
Prudential Variable Contract Real Property Account, filed
as Exhibit (3C) to Form S-1, Registration Statement No.
33-20083, filed February 10, 1988, and incorporated herein
by reference.

4.1 Revised Individual Variable Annuity Contract filed as
Exhibit A(4)(w) to Post-Effective Amendment No. 8 to Form
N-4, Registration Statement No. 2-80897, filed October 23,
1986, and incorporated herein by reference.

4.2 Discovery Plus Contract, filed as Exhibit (4)(a) to Form
N-4, Registration Statement No. 33-25434, filed November 8,
1988, and incorporated herein by reference.

4.3 Custom VAL (previously named Adjustable Premium VAL) Life
Insurance Contracts with fixed death benefit, filed as
Exhibit 1.A.(5) of Form S-6, Registration Statement No.
33-25372, filed November 4, 1988, and incorporated herein by
reference.

4.4 Custom VAL (previously named Adjustable Premium VAL) Life
Insurance Contracts with variable death benefit, filed as
Exhibit 1.A.(5) to Form S-6, Registration Statement No.
33-25372, filed November 4, 1988, and incorporated herein by
reference.

4.5 Variable Appreciable Life Insurance Contracts with fixed
death benefit, filed as Exhibit 1.A.(5) to Pre-Effective
Amendment No. 1 to Form S-6, Registration Statement No.
33-20000, filed June 15, 1988, and incorporated herein by
reference.

4.6 Variable Appreciable Life Insurance Contracts with variable
death benefit, filed as Exhibit 1.A.(5) to Pre-Effective
Amendment No. 1 to Form S-6, Registration Statement No.
33-20000, filed June 15, 1988, and incorporated herein by
reference.

10.1 Investment Management Agreement between The Prudential
Insurance Company of America and The Prudential Variable
Contract Real Property Partnership, filed as Exhibit (10A)
to Pre-Effective Amendment No. 1 to Form S-1, Registration
Statement No. 33-20083, filed May 2, 1988, and incorporated
herein by reference.

10.2 Service Agreement between The Prudential Insurance Company
of America and The Prudential Investment Corporation, filed
as Exhibit (10B) to Form S-1, Registration Statement No.
33-8698, filed September 12, 1986, and incorporated herein
by reference.

10.3 Partnership Agreement of The Prudential Variable Contract
Real Property Partnership filed as Exhibit (10C) to
Pre-Effective Amendment No. 1 to From S-1, Registration No.
33-20083, filed May 2, 1988, and incorporated herein by
reference.

11 Not Applicable

25

15 Not Applicable

18 Not Applicable

19 Not Applicable

22 Not Applicable

23 Not Applicable

24 Not Applicable

b) REPORT ON FORM 8-K
None

26

SIGNATURES
----------

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
in respect of
The Prudential Variable
Contract Real Property Account
(Registrant)

------------------------------------------------------------

Date: August 14, 2002 By: /s/ Richard J. Carbone
------------------------ -------------------------------

Richard J. Carbone
Chief Financial Officer
(Principal Accounting Officer and
Authorized Signatory)

27