PRUDENTIAL DISTRESSED SECURITIES FUND INC, 497, 1996-09-16

PRUDENTIAL DISTRESSED SECURITIES FUND INC
497, 1996-09-16

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             Prudential Distressed Securities Fund, Inc.
                        One Seaport Plaza
                    New York, New York  10292

                                                           September 16, 1996

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549


                 RE: Prudential Distressed Securities Fund, Inc.
                     Registration Nos. 333-00203 and 811-07491

Ladies and Gentlemen:

  Pursuant to subparagraph (j) of Rule 497 under the Securities Act of 1933, 
the Fund hereby certifies (1) that the form of Prospectus and Statement of 
Additional Information that would have been filed pursuant to Rule 497(c) would
not have differed from that contained in Post-Effective Amendment No. 1 to the
Fund's registration statement, and (2) that the text of Post-Effective 
Amendment No. 1 to the Fund's registration statement was filed electronically 
via the EDGAR system.

                                   Sincerely,


                                   /s/ Ellyn C. Vogin
                                   --------------------
                                   Ellyn C. Vogin
                                   Assistant Secretary