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: Command Government Fund,
Gateway Center Three, 100 Mulberry Street, Newark, New
Jersey 07102-4077.
2. Name of each series or class of funds for which this
notice is filed: The Fund offers one class of shares.
3. Investment Company Act File Number: 811-3251.
Securities Act File Number: 2-73901.
4. Last day of fiscal year for which this notice is filed:
June 30, 1997.
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: None /$ None
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2: None
9. Number and aggregate sale price of securities sold
during the fiscal year: 2,574,001,749 /$2,574,001,749
10. Number and aggregate sale price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2: 2,574,001,749 /$2,574,001,749
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): 25,996,247 /$25,996,247
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): 2,574,001,749
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): + 25,996,247
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): - 2,565,279,950
(iv) Aggregate price of shares redeemed or
repurchased and previously applied
as a reduction to filing fees
pursuant to rule 24e-2
(if applicable): +
(v) Net aggregate price of securities
sold and issued during the fiscal
year in reliance of rule 24f-2
[line (i), plus line (ii), less
line (iii), plus line (iv)]
(if applicable): 34,718,046
(vi) Multiplier prescribed by section
6(b) of the Securities Act of 1933
or other applicable law or regulation
(see instruction C.6): x 1/3300
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: 10,520.62
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).
[X]
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: August 25, 1997
8-97NOT.CGF
Bosto
n
Augus
t 22, 1997
Prudential Investments Fund
Management LLC
Gateway Center Three
100 Mulberry Street, 9th Floor
Newark, N.J. 07102-4077
Re: Command Government Fund
Rule 24f-2
Notice for Fiscal Year
Ended June 30,
1997
Ladies and Gentlemen:
You have requested our opinion as to certain
matters of Massachusetts law relating to the
organization and shares of Command Government Fund
(originally named "Eagle Government Trust"), a Mas
sachusetts trust with transferable shares (the
"Fund"), established pursuant to a Declaration of
Trust dated August 19, 1981, as amended January
29, 1982, and further amended and restated by an
Amended and Restated Declaration of Trust dated
August 19, 1987 (as so amended, and amended and
restated, the "Declaration") in connection with
the Fund's filing with the Securities and Exchange
Commission (the "SEC") of its Notice for the fis
cal year ended June 30, 1997 (the "Notice") pur
suant to the SEC's Rule 24f-2 under the Investment
Company Act of 1940, as amended
We have reviewed the actions taken by the
Trustees of the Fund to organize the Fund and to
authorize the issuance and sale of shares of
beneficial interest, one cent ($.01) per share par
value, of the shares authorized by the Declaration
(the "Shares"). In this connection we have
examined the Declaration and the By-laws of the
Fund, the Notice, the Prospectus and Statement of
Additional Information included in the Fund's
Registration Statement on Form N-1A, certificates
of Trustees and officers of the Fund and of public
officials as to matters of fact, and such other
documents and instruments, certified or otherwise
identified to our satisfaction, and such questions
of law and fact, as we have considered necessary
or appropriate for purposes of the opinions
expressed herein. We have assumed the genuineness
of the signatures on, and the authenticity of, all
documents furnished to us, and the conformity to
the originals of documents submitted to us as
copies, which facts we have not independently veri
fied.
Based upon and subject to the foregoing, we
hereby advise you that, in our opinion, under the
laws of Massachusetts:
1.The Fund is validly existing as a trust
with transferable shares of the type
commonly called a Massachusetts business
trust.
2.The Fund is authorized to issue an
unlimited number of Shares; the Shares
issued by the Fund during the fiscal year
ended June 30, 1997 (the "Issued Shares")
have been duly and validly authorized by
all requisite action of the Trustees of
the Fund, and no action of the share
holders of the Fund is required in such
connection.
3.The Issued Shares have been validly and le
gally issued, and all of the Issued Shares
which remain outstanding at the date
hereof are fully paid and non-assessable
by the Fund.
With respect to the opinion stated in
paragraph 3 above, we wish to point out that the
shareholders of a Massachusetts business trust may
under some circumstances be subject to assessment
at the instance of creditors to pay the
obligations of such trust in the event that its
assets are insufficient for the purpose.
This letter expresses our opinions as to the
provisions of the Declaration and the laws of
Massachusetts applying to business trusts
generally, but does not extend to the
Massachusetts Securities Act, or to federal
securities or other laws.
We hereby consent to the filing of this
opinion with the SEC in connection with the
Notice. In giving such consent, we do not thereby
concede that we come within the category of
persons whose consent is required under Section 7
of the Securities Act of 1933, as amended.
Very truly
yours,
SULLIVAN &
WORCESTER LLP
F:\TEW\DOCS\PMFM\24F2OP03.97 8/19/97 4:42 PM
COMMAND GOVERNMENT FUND
Gateway Center Three, 9th Floor
100 Mulberry Street
Newark, New Jersey 07102-4077
August 25, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Command Government Fund
File Nos. 2-73901 and 811-3251
Ladies and Gentlemen:
On behalf of Command Government Fund enclosed
for filing, under the Investment Company Act of
1940, are:
(1) the Form 24F-2 for the Fund; and
(2) an opinion of counsel to the Fund.
These documents are being filed
electronically via the EDGAR System. A filing fee
in the amount of $10,520.62 has been wired to the
Fund's account at Mellon Bank.
If you have any questions relating to the
foregoing, please call the undersigned at (201)
367-7530.
Sincerely,
/s/ S. Jane
Rose
S. Jane Rose
Secretary
Enclosures
8-97LTR.CGF
