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 National Municipals Fund,
Inc., One Seaport Plaza, New York, New York 10292.
2. Name of each series or class of funds for which this notice is filed:
Class A, Class B and Class C Shares
3. Investment Company Act File Number: 811-2992
Securities Act File Number: 2-66407
4. Last day of fiscal year for which this notice is filed: December 31,
1995.
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: 2,119,514/$35,777,397
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2: 7,530,420/$116,194,381
9. Number and aggregate sale price of securities sold during the fiscal
year:
12,241,646/$182,137,275
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
11,848,543/$180,497,329
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):
1,439,920/$22,078,855
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): $180,497,329
(ii) Aggregate price of shares issued in
connection with dividend reinvestment + 22,078,855
plans (from item 11, if applicable):
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): (202,576,184)
(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): -0-
(vi) Multiplier prescribed by section
6(b) of the Securities Act of 1933
or other applicable law or regulation
(see instruction C.6): X 1/2900
(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 26, 1996
nmf-24f2.not
<PAGE> 1
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 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 26, 1996
Prudential 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 12,241,646 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. With respect to the issuance of Class A shares of Common
Stock upon conversion of Class B shares of Common Stock, we
<PAGE> 2
have relied upon the opinion, dated the date hereof, of Piper & Marbury
L.L.P., and our opinion is subject to the same qualifications and
limitations with respect to such matters as are contained in such opinion
of Piper & Marbury L.L.P.
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
February 26, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Prudential National Municipals Fund, Inc.
File Nos. 811-2992 and 2-66407
Ladies and Gentlemen:
On behalf of Prudential National Municipals Fund, Inc. enclosed for filing
under the Investment Company Act of l940 are:
(l) One copy of the Rule 24f-2 Notice; and
(2) Opinion of counsel
If you have any questions relating to the foregoing, please call the
undersigned at (212) 214-2189.
Very truly yours,
/s/ Ronald Amblard
Ronald Amblard
Assistant Secretary
RA/mm
Enclosures
nmf-296.tran
