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 Government
Securities Trust, One Seaport Plaza, New York, New York
10292.
2. Name of each series or class of funds for which this
notice is filed: Money Market Series
Short-Intermediate Term Series
U.S. Treasury Money Market Series
3. Investment Company Act File Number: 811-3264.
Securities Act File Number: 2-74139.
4. Last day of fiscal year for which this notice is filed:
November 30, 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):
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: 101,612,691/$380,031,464
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
101,612,691/$380,031,464
9. Number and aggregate sale price of securities sold during
the fiscal year: 4,470,765,429/$4,506,681,534
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2: 4,470,765,429/$4,506,681,534
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):
46,186,417/$53,043,598
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): $ 4,506,681,534
(ii) Aggregate price of shares issued in
connection with dividend reinvestment + 53,043,598
plans (from item 11, if applicable):
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): ( 4,601,779,375)
(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 of rule 24f-2
[line (i), plus line (ii), less
line (iii), plus line (iv)]
(if applicable): ( 42,054,243)
(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: January 23, 1996
GST/24F-196.NOT
SULLIVAN & WORCESTER
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
Boston
January 22, 1996
Prudential Mutual Fund
Management, Inc.
One Seaport Plaza
New York, N.Y. 10292
Re: Prudential Government Securities Trust
Rule 24f-2 Notice for Fiscal Year
Ended November 30, 1995
Ladies and Gentlemen:
You have requested our opinion as to certain matters of Massachusetts law in
connection with
the Notice pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended, (the
"Notice"), for the fiscal year ended November 30, 1995, being filed by
Prudential Government
Securities Trust (formerly "Prudential-Bache Government Securities Trust," and
originally, "Chan-
cellor Government Securities Trust"), a Massachusetts trust with transferable
shares (the "Trust"),
established under a Declaration of Trust dated September 22, 1981, as amended
and restated by an
Amended and Restated Declaration of Trust dated September 6, 1988, and further
amended by a
Certificate of Amendment dated March 1, 1991, and as supplemented by a
Certificate of Establish-
ment and Designation of Series dated November 1, 1990 (the "Original
Certificate"), as amended by
an instrument dated July 27, 1995 and further amended by an instrument dated
January 19, 1996 (the
Original Certificate, as so amended and further amended, the "Certificate", and
such Declaration of
Trust, as so restated and amended, and further amended, and as supplemented by
the Certificate, the
"Declaration, as amended").
We have reviewed the actions taken by the Trustees of the Trust to organize
the Trust and
to authorize the issuance and sale of shares of beneficial interest of the Trust
("Shares"), and to
designate the three separate series of Shares (the Money Market Series, the
Short-Intermediate Term
Series and the U.S. Treasury Money Market Series) which have been issued by the
Trust to date. In
this connection we have examined and are familiar with the Declaration, the By-
laws of the Trust, the
Notice, the most recent forms of the Prospectuses and the Statement of
Additional Information in-
cluded in the Trust's Registration Statement on Form N-1A, certificates of
officers of the Trust as to
the actions of the Trustees to organize the Trust and to authorize the issuance
of Shares and the
designation of series of Shares, certificates of Trustees and officers of the
Trust and of public officials
as to other matters of fact, and such other documents and instruments, certified
or otherwise iden-
tified 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 origi-
nals of documents submitted to us as copies, which we have not independently
verified.
Based upon and subject to the foregoing, we hereby advise you that, in our
opinion, under
the laws of the Commonwealth of Massachusetts:
1. The Trust is validly existing as a trust with transferable shares of
the type commonly
called a Massachusetts business trust.
2. The Trust is authorized to issue an unlimited number of Shares; the
Shares of each
series issued by the Trust during the fiscal year ended November 30,
1995 (the "Is-
sued Shares") were duly and validly authorized by all requisite action
of the Trustees
of the Trust, and no action of shareholders of the Trust was required
in such connection.
3. The Issued Shares were validly and legally issued, and all of the
Issued Shares which
remain outstanding at the date hereof are fully paid and non-assessable
by the Trust.
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 assess-
ment 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 Securi-
ties Act, or to federal securities or other laws.
We consent to your filing this opinion with the Securities and Exchange
Commission in
connection with the filing of the Notice, but we do not thereby concede that we
come within the cate-
gory of persons whose consent is required under Section 7 of the Securities Act
of 1933, as amended.
Very truly yours,
SULLIVAN & WORCESTER
(A REGISTERED LIMITED LIABILITY PARTNERSHIP)
A:\24F2OP.WP:1/22/96
January 24, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Prudential Government Securities Trust
File Nos. 811-3264 and 2-74139
Ladies and Gentlemen:
On behalf of Prudential Government Securities Trust, enclosed
for filing under the Investment Company Act of l940 are:
(l) One copy of the Rule 24f-2 Notice; and
(2) Opinion of counsel
These documents have also been filed using the EDGAR system.
If you have any questions relating to the foregoing, please
call the undersigned at (212) 214-2189.
Very truly yours,
/s/ Ronald Amblard
Ronald Amblard
Assistant Secretary
Enclosures
gst-196.tran
