February 25, 1997
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
cc: John E. Baumgardner, Jr.
Paul H. Dykstra
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., Gateway Center
Three, Newark, NJ 07102-4077.
2. Name of each series or class of funds
for which this notice is filed: The
Fund offers four classes of shares
designated Class A, Class B, Class C and
Class Z.
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, 1996.
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):
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: 142,525,588/$1,302,163,305
8. Number and amount of securities
registered during the fiscal year other
than pursuant to Rule 24f-2:
28,042,168/$264,282,760
9. Number and aggregate sale price of
securities sold during the fiscal year:
32,051,387/ $331,831,138
10. Number and aggregate sale price of
securities sold during the fiscal year
in reliance upon registration pursuant
to Rule 24f-2: 32,051,387/ $331,831,138
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): 34,239,043/
$363,055,255
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): $331,831,138
(ii) Aggregate price of shares issued in
connection with dividend
reinvestment
plans (from item 11, if applicable):
+$363,055,255
(iii) Aggregate price of shares redeemed
or
repurchased during the fiscal year
(if applicable):
- -$959,169,153
(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):
$(264,282,760
(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:
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
SULLIVAN & CROMWELL
NEW YORK TELEPHONE: (212) 558-4000
TELEX: 62694 (INTERNATIONAL) 127816 (DOMESTIC)
125 Broad Street
CABLE ADDRESS: LADYCOURT, NEW YORK
New York 10004-2498
FACSIMILE: (212) 558-3588 (125 Broad Street)
(212) 558-3792 (250 Park Avenue)
__________
250
PARK AVENUE, NEW YORK 10177-0021
1701 PENNSYLVANIA AVE,
N.W. WASHINGTON, D.C. 20006-5805
444 SOUTH FLOWER
STREET, LOS ANGELES 90071-2901
8, PLACE VENDOME, 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, 1997
Prudential Utility Fund, Inc.,
Gateway Center Three,
100 Mulberry Street,
Newark, New Jersey 07102-4077.
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 32,051,387 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 of the laws
of any other jurisdiction.
<PAGE>
Prudential Utility Fund, Inc.
- -2-
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,
SULLIVAN & CROMWELL
SULLIVAN & CROMWELL
NEW YORK TELEPHONE: (212) 558-4000
TELEX: 62694 (INTERNATIONAL) 127816 (DOMESTIC)
125 Broad Street
CABLE ADDRESS: LADYCOURT, NEW YORK
New York 10004-2498
FACSIMILE: (212) 558-3588 (125 Broad Street)
(212) 558-3792 (250 Park Avenue)
__________
250
PARK AVENUE, NEW YORK 10177-0021
1701 PENNSYLVANIA AVE,
N.W. WASHINGTON, D.C. 20006-5805
444 SOUTH FLOWER
STREET, LOS ANGELES 90071-2901
8, PLACE VENDOME, 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, 1997
Prudential Utility Fund, Inc.,
Gateway Center Three,
100 Mulberry Street,
Newark, New Jersey 07102-4077.
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 32,051,387 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 of the laws
of any other jurisdiction.
<PAGE>
Prudential Utility Fund, Inc.
- -2-
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,
SULLIVAN & CROMWELL
SULLIVAN & CROMWELL
NEW YORK TELEPHONE: (212) 558-4000
TELEX: 62694 (INTERNATIONAL) 127816 (DOMESTIC)
125 Broad Street
CABLE ADDRESS: LADYCOURT, NEW YORK
New York 10004-2498
FACSIMILE: (212) 558-3588 (125 Broad Street)
(212) 558-3792 (250 Park Avenue)
__________
250
PARK AVENUE, NEW YORK 10177-0021
1701 PENNSYLVANIA AVE,
N.W. WASHINGTON, D.C. 20006-5805
444 SOUTH FLOWER
STREET, LOS ANGELES 90071-2901
8, PLACE VENDOME, 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, 1997
Prudential Utility Fund, Inc.,
Gateway Center Three,
100 Mulberry Street,
Newark, New Jersey 07102-4077.
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 32,051,387 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 of the laws
of any other jurisdiction.
<PAGE>
Prudential Utility Fund, Inc.
- -2-
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,
SULLIVAN & CROMWELL
