January 24, 1997
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Rule 24f-2 Notice for
Prudential Distressed Securities Fund, Inc.
(File No. 811-07491)
On behalf of Prudential Distressed Securities Fund, Inc.,
enclosed for filing under the Investment Company Act of 1940 are: (1) One
copy of the Rule 24f-2 Notice; and
(2) Opinion of counsel to the Fund.
These documents have also been filed using the EDGAR system. Fees in the
amount of $3,286.70 have been sent to the Fund's
lockbox effective January 22, 1997.
Very truly yours,
/s/: Ellyn C. Vogin
Ellyn C. Vogin
Assistant Secretary
MM/ln
Enclosures
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form. Please print or
type.
1. Name and address of issuer: Prudential Distressed
Securities Fund, Inc., Gateway Center Three, Newark, NJ 07102.
2. Name of each series or class of funds for which this
notice is filed: The Fund offers three classes of shares designated
Class A, Class B and Class C.
3. Investment Company Act File Number: 811-07491.
Securities Act File Number: 333-00203.
4. Last day of fiscal year for which this notice is filed:
November 30, 1996.
5. Check box if this notice is being filed more than 180
days after the close of the issuer's fiscal year for purposes of reporting
securities sold after the close of the fiscal year but before termination
of the issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see instruction A.6):
7. Number and amount of securities of the same class or
series which had been registered under the Securities Act of 1933 other
than pursuant to rule 24f-2 in a prior fiscal year, but which remained
unsold at the beginning of the fiscal year: None
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2: None
9. Number and aggregate sale price of securities sold during
the fiscal year: 1,131,194/$14,160,097
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to rule 24f-2:
1,131,194/$14,160,097
11. Number and aggregate sale price of securities issued
during the fiscal year in connection with dividend reinvestment plans,
if applicable
(see instruction B.7): 0/$0
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the fiscal year in
reliance on rule 24f-2 (from item 10):$14,160,097
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): +$ 0 (iii) Aggregate
price of shares redeemed or
repurchased during the fiscal year
(if applicable): -$3,313,982 (iv) Aggregate
price of shares redeemed or
repurchased and previously applied as a reduction to filing fees
pursuant to rule 24e-2
(if applicable): + 0 (v) Net
aggregate price of securities
sold and issued during the fiscal
year in reliance of rule 24f-2 [line (i), plus line (ii), less
line (iii), plus line (iv)]
(if applicable): $10,846,115
(vi) Multiplier prescribed by section
6(b) of the Securities Act of 1933
or other applicable law or regulation
(see instruction C.6): x1/3300
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: $3,286.70
Instructions: Issuers should complete lines (ii), (iii), (iv) and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[X]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository: January 22,1997
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
/s/: S. Jane Rose By (S. Jane
Rose, Secretary)
Date
GARDNER, CARTON & DOUGLAS Suite 3400 - Quaker Tower
321 North Clark Street
Chicago, Illinois 60610-4795 (312) 644-3000
Telecopier: (312) 644-3381
January 22, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Prudential Distressed Securities Fund, Inc.
Rule 24f-2 Notice to Form N-1A Registration Statement
File Nos. 333-00203 and 811-07491
Ladies and Gentlemen:
As counsel for Prudential Distressed Securities Fund, Inc., a Maryland
corporation (the "Fund"),
we have examined the proceedings taken and being taken with respect to the
Notice filed by the Fund pursuant to Rule 24f-2 under the Investment Company
Act of 1940 (the "Act"), making definite in number the shares registered
pursuant to that Rule for the fiscal period ended November 30, 1996.
We have examined all instruments, documents and records which, in our
opinion, were necessary of examination for the purpose of rendering this
opinion. Based upon such examination, we are of the opinion that the
1,131,194 shares of common stock, $.001 par value per share, which were
registered in indefinite number and sold in reliance on Rule 24f-2 under the
Act were, when issued by the Fund, validly authorized and issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion pursuant to Rule 24f-2 and to
the reference to us in the Notice filed herewith.
Very truly yours,
/s/ GARDNER, CARTON & DOUGLAS
PHD/KJF/cav
