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. 811-3067)
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
<PAGE>
*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-
