PRUDENTIAL NATIONAL MUNICIPALS FUND INC
497, 1999-07-27
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                            Prudential Mutual Funds
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                   Prudential National Municipals Fund, Inc.
               SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION
                              DATED MARCH 3, 1999

Purchase, Redemption and Pricing of Fund Shares

The section entitled 'Purchase, Redemption and Pricing of Fund Shares' is
amended as follows:

   The following is added after the end of the first paragraph under 'Reduction
and Waiver of Initial Sales Charge--Class A Shares':

         Class A shares may also be purchased at NAV by members of the Board of
   Directors of The Prudential Insurance Company of America.

         Broker-dealers, investment advisers or financial planners sponsoring
   fee-based programs (such as mutual fund 'wrap' or asset allocation programs
   and mutual fund 'supermarket' programs) may offer their clients more than one
   class of shares in the Fund in connection with different pricing options for
   their programs. Investors should consider carefully any separate transaction
   and other fees charged by these programs in connection with investing in each
   available share class before selecting a share class.

   The section entitled 'Reduction and Waiver of Initial Sales Charge--Class A
Shares--Letters of Intent' is amended as follows:

   Retirement and group plans no longer qualify to purchase Class A shares at
   NAV by entering into a Letter of Intent. All references to 'Participant
   Letters of Intent' are hereby deleted.

   The first paragraph under 'Class Z Shares' is amended to read in its entirety
as follows:

     Mutual Fund Programs. Class Z shares can be purchased by participants in
     any fee-based program or trust program sponsored by Prudential or an
     affiliate that includes the Fund as an available option. Class Z shares can
     also be purchased by investors in

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     certain programs sponsored by broker-dealers, investment advisers and
     financial planners who have agreements with Prudential Investments Advisory
     Group relating to:

      - Mutual fund 'wrap' or asset allocation programs, where the sponsor
        places Fund trades, links its clients' accounts to a master account in
        the sponsor's name and charges its clients a management, consulting or
        other fee for its services; or

      - Mutual fund 'supermarket' programs, where the sponsor links its clients'
        accounts to a master account in the sponsor's name and the sponsor
        charges a fee for its services.

         Broker-dealers, investment advisers or financial planners sponsoring
   these mutual fund programs may offer their clients more than one class of
   shares in the Fund in connection with different pricing options for their
   programs. Investors should consider carefully any separate transaction and
   other fees charged by these programs in connection with investing in each
   available share class before selecting a share class.

      Other Types of Investors. Class Z shares are also available for purchase
   by the following categories of investors:

         - Certain participants in the MEDLEY Program (group variable annuity
           contracts) sponsored by Prudential for whom Class Z shares of the
           Prudential mutual funds are an available investment option;

         - Current and former Directors/Trustees of the Prudential mutual funds
           (including the Fund); and

         - Prudential, with an investment of $10 million or more.

The date of this Supplement is July 23, 1999.


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