PRUDENTIAL TAX FREE MONEY FUND INC
24F-2NT, 1997-02-25
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          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 Tax-Free Money  Fund,  Inc.,
        Gateway Center Three, 100 Mulberry Street, Newark, NJ 07102-4077.
                                        
 2.   Name of each series or class of funds for which this  notice is filed:
      The Fund offers one class of shares.
 3.   Investment Company Act File Number:  811-2927.
      Securities Act File Number: 2-64625.
 4.   Last day of fiscal year for which this notice is filed:  December  31,
      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:   156,056,524 /$156,056,524.
      
 8.   Number  and  amount of securities registered during  the  fiscal  year
      other than pursuant to rule 24f-2:
      106,916,243 /$106,916,243.

 9.   Number  and aggregate sale price of securities sold during  the fiscal
      year: 1,086,264,535 /$1,086,264,535.
10.   Number  and aggregate sale price of securities sold during  the fiscal
      year   in   reliance  upon  registration  pursuant  to   rule   24f-2:
      1,086,264,535 /$1,086,264,535 .

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):
      10,887,534 /$10,887,534 .

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):  $1,086,264,535
    (ii)   Aggregate price of shares issued in
                      connection with dividend reinvestment
           plans (from item 11, if applicable):    + 10,887,534
       (iii)   Aggregate price of shares redeemed or
               repurchased during the fiscal year
(if applicable):                        - 1,150,706,698
        (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):                        ($53,554,629)
        (vi)   Multiplier prescribed by section
                       6(b) of the Securities Act of 1933
                      or other applicable law or regulation
               (see instruction C.6):                  x      1/3300

       (vii)   Fee due [line (i) or line (v)
               multiplied by line (vi)]:                     -0-
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).
                                                  [ ]
          Date  of  mailing or wire transfer of filing fees to the  Commission's
          lockbox depository: _____________.
          
          
                             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: February 24, 1997






































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Prudential Growth Opportunity Fund, Inc.              -2-



SULLIVAN & CROMWELL

NEW YORK TELEPHONE: (212) 558-4000
TELEX: 62694 (INTERNATIONAL) 127816 (DOMESTIC)125 Broad Street, New York 10004-
2498
CABLE ADDRESS: LADYCOURT, NEW YORK                     __________
FACSIMILE: (212) 558-3588 (125 Broad Street)250 PARK AVENUE, NEW YORK 10177-0021
     (212) 558-3792 (250 Park Avenue)1701 PENNSYLVANIA AVE, N.W. WASHINGTON,
D.C. 20006-5805
             444 SOUTH FLOWER STREET, LOS ANGELES 90071-2901
                               8, PLACE VENDOME, 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
                       NINE QUEEN'S ROAD, CENTRAL, HONG KONG




                                        February 24, 1997



Prudential Tax-Free Money Fund, Inc.,
   Gateway Center Three,
      100 Mulberry Street,
         Newark, New Jersey 07102-4077.

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  1,086,264,535 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 of the laws of any other jurisdiction.

          We have relied as to certain matters on information obtained from

public officials, officers of the Company 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




                      PRUDENTIAL TAX-FREE MONEY FUND, INC. Gateway Center Three,
                         9th Floor
                               100 Mulberry Street
                                Newark, NJ 07102
                                   February 24, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

     RE:  Prudential Tax-Free Money Fund, Inc. File Nos. 2-64625 and 811-2927
          
Ladies and Gentlemen:

     On behalf of Prudential Tax-Free Money Fund, Inc. enclosed for filing under

the Investment Company Act of 1940 are:

          (1)  One copy of Form 24f-2; and

          (2)  Opinion of counsel to the Fund.

     These documents have also been filed using the EDGAR system.

      If you have any questions relating to the foregoing, please call the
undersigned at (201)367-7532.

     Please acknowledge receipt via EDGAR.


                                   Very truly yours,


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

Enclosures













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