February 25, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Rule 24f-2 Notice for Prudential-Bache National Municipals Fund, Inc.
(d/b/a Prudential National Municipals Fund)
Registration Statement on Form N-1A (File No. 2-66407)
Ladies and Gentlemen:
This Notice is filed on behalf of Prudential National Municipals 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: 12,289,981
5. The number of shares sold during the fiscal year ended
12/31/93 in reliance upon Rule 24f-2: 12,289,981.
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 12,289,981 $203,273,987
Shares redeemed (14,385,849) ($238,761,384)
Net of sales for calculation
of fee ( 2,095,868) ($ 35,487,397)
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 National Municipals 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 12,289,981 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, 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
