February 25, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Rule 24f-2 Notice for Prudential-Bache Tax-Free Money
Fund, Inc.
(d/b/a Prudential Tax-Free Money Fund)
Registration Statement on Form N-1A (File No. 2-64625)
Ladies and Gentlemen:
This Notice is filed on behalf of Prudential Tax-Free Money
Fund, pursuant to the requirements of Rule 24f-2 under the
Investment Company Act of 1940.
1. Fiscal year for which notice is filed: 12/31/93.
2. Number of shares registered under the Securities Act
of 1933 other than pursuant to Rule 24f-2 but which
remained unsold as of the beginning of the fiscal
year (1/1/93): None.
3. The number of shares registered during the fiscal
year ended 12/31/93 other than pursuant to Rule
24f-2: None.
4. The number of shares sold* during the fiscal year
ended 12/31/93: 2,400,104,326.
5. The number of shares sold during the fiscal year
ended 12/31/93 in reliance upon Rule 24f-2:
2,400,104,326.
Pursuant to the requirements of Rule 24f-2, enclosed please
find the required opinion of counsel.
*Calculation of Fee No. of Shares Dollar Amount
Shares sold 2,400,104,326 2,400,104,326
Shares redeemed (2,424,267,233) (2,424,267,233)
Net of sales for calculation
( 24,162,907) $( 24,162,907)
Fee at 1/29 of 1% $ -0-
Very truly yours,
S. Jane Rose
Secretary
SULLIVAN & CROMWELL
NEW YORK TELEPHONE: (212) 558-4000
TELEX: 62694 (INTERNATIONAL) 127816 (DOMESTIC)
CABLE ADDRESS: LADYCOURT, NEW YORK
FACSIMILE: (212) 558-3588 (125 Broad Street)
(212) 558-3792 (250 Park Avenue)
125 Broad Street, New York 10004-2498
250 PARK AVENUE, NEW YORK 10177-0021
1701 PENNSYLVANIA AVE, N.W. WASHINGTON, D.C.
20006-5805
444 SOUTH FLOWER STREET, LOS ANGELES 90071-2901
8, PLACE VEND ME, 75001 PARIS
ST. OLAVE'S HOUSE, 9a IRONMONGER LANE, LONDON
EC2V 8EY
101 COLLINS STREET, MELBOURNE 3000
2-1, MARUNOUCHI I-CHOME, CHIYODA-KU, TOKYO 100
GLOUCESTER TOWER, 11 PEDDER STREET, HONG KONG
February 24, 1994
Prudential-Bache Tax-Free Money Fund, Inc.,
One Seaport Plaza,
New York, New York 10292.
Dear Sirs:
You have requested our opinion in connection with the notice which you
propose to file pursuant to Rule 24f-2 under the Investment Company Act of
1940 with respect to 2,400,104,326 shares of your Common Stock, $.01 par
value (the "Shares").
As your counsel, we are familiar with your organization and corporate
status and the validity of your Common Stock.
We advise you that, in our opinion, the Shares are legally and validly
issued, fully paid and nonassessable.
The foregoing opinion is limited to the Federal laws of the United
States and the General Corporation Laws of the State of Maryland, and we
are expressing no opinion as to the effect by the laws of any other
jurisdiction.
We have relied as to certain matters on information obtained from
public officials, your officers and other sources believed by us to be
responsible.
We consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the notice referred to above. In
giving such consent, we do not thereby admit that we come within the
category of persons whose consent is required under Section 7 of the
Securities Act of 1933.
Very truly yours,
Sullivan & Cromwell
