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., Three Gateway Center,
Newark, New Jersey 07102.
2. Name of each series or class of funds for which
this notice is filed: The Fund offered three
classes of shares designated Class A, Class B and
Class C during the fiscal year ended December 31,
1996.
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, 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: 9,256,831/$150,331,832.
8. Number and amount of securities registered during
the fiscal year other than pursuant to rule 24f-
2: None
9. Number and aggregate sale price of securities
sold during the fiscal year:
8,607,501/$132,533,565.
10. Number and aggregate sale price of securities
sold during the fiscal year in reliance upon
registration pursuant to rule 24f-2:
8,607,501/$132,533,565.
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): 1,443,068/$22,304,782.
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):
$132,533,565
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): +
22,304,782
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable):
(227,361,870)
(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):
(72,523,523)
(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: February
,1997.
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, 1997
NMF-297.NOT
February 26, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Prudential National Municipals Fund, Inc.
File Nos. 2-66407 and 811-2992
Ladies and Gentlemen:
On behalf of Prudential National Municipals Fund,
Inc. enclosed for filing under the Investment Company Act of
1940 are:
(1) One copy of the Rule 24f-2 Notice; and
(2) Opinion of counsel to the Fund.
These documents have been filed using the EDGAR
system.
If you have any questions relating to the
foregoing, please call the undersigned at (201) 367-7521
Very truly yours,
1/s/ Deborah A. Docs
Deborah A. Docs
Assistant Secretary
Enclosures
cc: William Farrar
(Sullivan & Cromwell)
NMF-297.ltr
_______________________________
1/s/ Deborah A. Docs
SULLIVAN & CROMWELL
NEW YORK TELEPHONE: (212) 558-4000
TELEX: 62694 (INTERNATIONAL) 127816 (DOMESTIC)
125 Broad Street
CABLE ADDRESS: LADYCOURT, NEW YORK
New York 10004-2498
FACSIMILE: (212) 558-3588 (125 Broad Street)
(212) 558-3792 (250 Park Avenue)
__________
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, 1997
Prudential National Municipals Fund, Inc.,
Three Gateway Center,
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 8,607,501 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.
<PAGE>
Prudential National Municipals Fund, Inc.
- -2-
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
