PRUDENTIAL DISTRESSED SECURITIES FUND INC
497, 1997-06-02
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                  Prudential Distressed Securities Fund, Inc.

                        Supplement dated June 2, 1997 to
                       Prospectus dated January 29, 1997

    Fund Expenses and How the Fund is Managed-Manager

    Effective June 2, 1997, Prudential Investments Fund Management LLC (the
Manager) will reimburse the Fund to reduce Total Fund Operating Expenses to 
1.25% for Class A shares and 2.00% for Class B and Class C shares on an 
annualized basis. Annual fund operating expenses for the Fund are set forth 
under 'Fund Expenses' in the Prospectus. The Manager may make further 
modifications in the future.


MF171C-1 (6/2/97)


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