February 27, 1996
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Rule 24f-2 Notice for Prudential Utility Fund, Inc. (File No. 811-
3175)
On behalf of Prudential Utility 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 Assistant Secretary
MM/ln
Enclosures
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 Utility Fund,
Inc., One Seaport Plaza, New York, New York 10292.
2. Name of each series or class of funds for which this
notice is filed: The Fund offers three classes of shares designated Class
A, Class B and Class C.
3. Investment Company Act File Number: 811-3175.
Securities Act File Number: 2-72097.
4. Last day of fiscal year for which this notice is filed:
December 31, 1995.
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): N/A
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: None/0
8. Number and amount of securities registered during the
fiscal year other than pursuant to Rule 24f-2: 95,525,884/$889,688,733
9. Number and aggregate sale price of securities sold during
the fiscal year: 33,356,841/$305,062,793
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to Rule 24f-2:
33,356,841/$305,062,793
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): 17,948,190/$158,587,981
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): $305,062,793 (ii)
Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): +$158,587,981
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): -$875,835,355
(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 on Rule 24f-2 [line (i), plus line (ii), less
line (iii), plus line (iv)]
(if applicable): $0
(vi) Multiplier prescribed by section
6(b) of the Securities Act of 1933
or other applicable law or regulation
(see instruction C.6): x 1/2900
(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: N/A
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 23, 1996
PRUDENTIAL UTILITY FUND, INC. TREASURER'S CERTIFICATE
The undersigned, Treasurer of Prudential Utility Fund, Inc., a Maryland
Corporation (the Fund), does hereby certify as follows:
1. For the fiscal year ended December 31, 1995, the Fund
issued 51,305,031 shares of Common Stock, $.01 par value, consisting
of 19,149,716 Class A shares, 31,840,775 Class B shares and 314,540
Class C shares.
2. In respect of the issuance of such 51,305,031 shares,
consisting of 19,149,716 Class A shares, 31,840,775 Class B shares and
314,540 Class C shares, the Fund received cash consideration of
$463,650,774 consisting of $177,935,159 for Class A shares,
$282,895,243 for Class B shares and $2,820,372 for Class C shares.
3. With respect to each share issued, the Fund received cash
consideration not less than the net asset value per share on the date
issued and not less than $.01.
4. To the best of my knowledge and belief, the Fund is in
good standing in the State of Maryland.
5. At no time during the fiscal year were there issued and
outstanding more shares of the Fund's Common Stock than authorized by
the Articles of Incorporation.
In Witness Whereof, I have hereunto signed my name as Treasurer of the
Fund.
Date: Februrary 23, 1996
/s/Stephen M. Ungerman Stephen M.
Ungerman
Assistant Treasurer
SEAL
SULLIVAN & CROMWELL
NEW YORK TELEPHONE: (212) 558-4000
TELEX: 62694 (INTERNATIONAL) 127816 (DOMESTIC)125 Broad Street,
New York 10004-2498
CABLE ADDRESS: LADYCOURT, NEW YORK __________
FACSIMILE: (212) 558-3588 (125 Broad Street)250 PARK AVENUE, NEW YORK 10177-0021
(212) 558-3792 (250 Park Avenue)1701 PENNSYLVANIA AVE, N.W.
WASHINGTON, D.C. 20006-5805 444 SOUTH
FLOWER STREET, LOS ANGELES 90071-2901
8, PLACE VEND ME, 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, 1996
Prudential Utility Fund, Inc.,
One Seaport Plaza,
New York, New York 10292.
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 51,305,031 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 by the
laws of any other jurisdiction. With respect to the issuance of Class A
shares of Common Stock upon conversion of Class B shares of Common Stock,
we have relied upon the opinion, dated the date hereof,
of Piper & Marbury L.L.P., and our opinion is subject to the same
qualifications and limitations with respect to such matters as are
contained in such opinion of Piper & Marbury L.L.P.
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,
/s/Sullivan & Cromwell SULLIVAN &
CROMWELL
