PRUDENTIAL INCOMEVERTIBLE R PLUS FUND
485APOS, 1995-12-04
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    As filed with the Securities and Exchange Commission on December 4, 1995
    

                                         Securities Act Registration No. 2-68011
                                Investment Company Act Registration No. 811-3067
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             _____________________

                                   FORM N-1A


   
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933         [X]
                          Pre-Effective Amendment No.                       [ ]
                        Post-Effective Amendment No. 23                     [X]
                                     and/or
                        REGISTRATION STATEMENT UNDER THE
                         INVESTMENT COMPANY ACT OF 1940
                                Amendment No. 23                            [X]
                        (Check appropriate box or boxes)
    

                             _____________________



                    PRUDENTIAL INCOMEVERTIBLE(R) FUND, INC.
               (Exact name of registrant as specified in charter)

                               ONE SEAPORT PLAZA,
                            NEW YORK, NEW YORK 10292
              (Address of Principal Executive Offices) (Zip Code)

       Registrant's Telephone Number, including Area Code: (212) 214-1250
                               S. Jane Rose, Esq.
                               One Seaport Plaza
                            New York, New York 10292
                    (Name and Address of Agent for Service)

                 Approximate date of proposed public offering:
                   As soon as practicable after the effective
                      date of the Registration Statement.

             It is proposed that this filing will become effective
                            (check appropriate box):


             [ ] immediately upon filing pursuant to paragraph (b)

             [ ] on (date) pursuant to paragraph (b)

             [X] 60 days after filing pursuant to paragraph (a)(1)

             [ ] on (date) pursuant to paragraph (a)(1)

             [ ] 75 days after filing pursuant to paragraph (a)(2)

             [ ] on (date) pursuant to paragraph (a)(2) of rule 485.
                 If appropriate, check the following box:

             [ ] this post-effective amendment designates a new
                 effective date for a previously filed post-effective
                 amendment






   
Pursuant to Rule 24f-2  under the  Investment  Company  Act of 1940,  Registrant
hereby terminates its election to register an indefinite number of shares of its
Common  Stock,  par value $.01 per  share.  The  Registrant  has filed its final
notice under such Rule for the period January 1, 1995 through September 29, 1995
on November 28, 1995.
    

================================================================================

<PAGE>


Explanatory Note

   
    This Post-Effective  Amendment No. 23 to the Registration  Statement on Form
N-1A of Prudential  IncomeVertible(R)  Fund,  Inc. ("Registrant") is being filed
solely for the purpose of terminating the Registrant's Rule 24f-2 election.  The
Registrant, pursuant to an Agreement and Plan of Reorganization and Liquidation,
dated as of June 30, 1995, between the Registrant and Prudential Allocation Fund
("Allocation Fund"),  transferred effective September 29, 1995 all of its assets
to  Allocation  Fund  and  Allocation  Fund  assumed  all  of  the  Registrant's
liabilities in exchange for shares of Allocation Fund.  Accordingly,  Registrant
currently has no assets or liabilities or shareholders.  In addition, Registrant
intends to file Form N-8F for an order  declaring that  Registrant has ceased to
be an investment  company and, after such order is granted,  to file articles of
dissolution  with the State  Department of Assessments and Taxation of the State
of Maryland.
    



                                       1
<PAGE>

                                                                   

                                   SIGNATURES

   
    Pursuant  to  the  requirements  of  the  Securities  Act of  1933  and  the
Investment   Company  Act  of  1940,   the   Registrant  has  duly  caused  this
Post-Effective  Amendment  to the  Registration  Statement  to be  signed on its
behalf by the undersigned, thereunto duly authorized in the City of New York and
State of New York, on the 1st day of December, 1995.

                                   Prudential IncomeVertible(R) Fund, Inc. 




                                   /s/ Richard A. Redeker

                                   (Richard A. Redeker, President)


    Pursuant  to  the   requirements   of  the  Securities  Act  of  1933,  this
Post-Effective  Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.

                Signature                  Title                   Date

          /s/ Eugene S. Stark
    -------------------------------
             Eugene S. Stark          Treasurer                 December 1, 1995


        /s/ Richard A. Redeker
    -------------------------------
             Richard A. Redeker       President and Director    December 1, 1995


         /s/ Robert R. Fortune
    -------------------------------
             Robert R. Fortune        Director                  December 1, 1995


          /s/ Delayne D. Gold
    -------------------------------
             Delayne D. Gold          Director                  December 1, 1995


          /s/ Harry A. Jacobs, Jr. 
    -------------------------------
             Harry A. Jacobs, Jr.     Director                  December 1, 1995


          /s/ Thomas A. Owens, Jr.
    -------------------------------
             Thomas A. Owens, Jr.     Director                  December 1, 1995


          /s/ Merle T. Welshans
    -------------------------------
             Merle T. Welshans        Director                  December 1, 1995

    

                                       



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