November 27, 1995 Securities and
Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Rule 24f-2 Notice for Prudential IncomeVertibleR Fund, Inc. (File No.
8113067)
Ladies and Gentlemen:
This Notice is filed on behalf of Prudential IncomeVertibleR Fund, Inc.
pursuant to the requirements of Rule 24f-2 under the Investment Company Act
of 1940.
1. Fiscal year for which notice is filed: 9/29/95.
2. Number of shares registered under the Securities Act of
1933 other than pursuant to Rule 24f-2 but which remained unsold as of
beginning of the fiscal year, 1/1/94: None.
3. The number of shares registered during the fiscal year
ended 12/31/94 other than pursuant to Rule 24f-2: 5,709,630.
4. The number of shares sold during the fiscal year ended
9/29/95: 11,077,612
5. The number of shares sold during the fiscal year ended
9/29/95 in reliance upon Rule 24f-2: 11,077,612
Pursuant to the requirements of Rule 24f-2 there is enclosed the required
opinion of counsel.
Very truly yours,
/s/ S. Jane Rose
S. Jane Rose Secretary
SJR:ln
Enclosure
*Calculation of Fee No. of Shares Dollar Amount
Shares sold 11,077,612 $ 125,406,566
Shares redeemed ( 14,794,471 ) (168,702,165) Net Sales for
calculation of fee ( 3,716,859 ) $( 43,295,599) Fee at 1/29 of 1%
$ -0-
November 27, 1995 Securities and
Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Prudential IncomeVertible Fund, Inc.
Rule 24f-2 Notice
On behalf of Prudential IncomeVertible 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 also been filed using the EDGAR system.
Please acknowledge receipt of this filing by stamping a copy of this
letter and returning it in the enclosed self-addressed postage paid envelope.
Very truly yours,
/s/ Marguerite E. H. Morrison
Marguerite E.H. Morrison
MM/ln
Enclosures
November 27, 1995
The Board of Directors
Prudential IncomeVertible Fund, Inc.
One Seaport Plaza
New York, New York 10292
Dear Sirs:
We refer to the filing by Prudential IncomeVertible Fund, Inc., a
Maryland corporation (the "Fund"), of a "Rule 24f-2 Notice" pursuant to Rule
24f-2 promulgated under the Investment Company Act of 1940, in which the Fund
reported sales during the fiscal year ended September 29, 1995 of 11,077,612
shares of the Fund's common stock (the "Shares").
We, as counsel to the Fund, have examined such documents and
reviewed such questions of law as we deemed necessary for the purposes of
this opinion. As to various questions of fact material to this opinion, we
have relied upon a certificate provided by the Treasurer of the Fund. On the
basis of such examination and review, we advise you that, in our opinion, the
Shares have been legally issued and are fully paid and nonassessable.
We consent to the filing of this opinion together with the Rule 24f-2 Notice
referred to above. This consent is not to be construed as an admission that we
are a person whose consent is required under Section 7 of the Securities Act
of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Fulbright & Jaworski L.L.P.
Fulbright & Jaworski L.L.P.
