Boston
January 29,
1997
Prudential Mutual Fund
Management, Inc.
Three Gateway Center Newark, N.J. 07102-4077
Re: Prudential Government Securities Trust
Rule 24f-2 Notice for Fiscal Year
Ended November 30, 1996
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, 1996, being filed by Prudential Government Securities
Trust (formerly "Prudential-Bache Government Securities
Trust," and originally,
"Chancellor Government Securities Trust"), a trust with
transferable shares (the "Trust"), established under
Massachusetts law pursuant to a Declaration of Trust dated
September 22, 1981 (the "Original Declaration"), as amended
and restated by an instrument dated September 6, 1988,
and further amended by a Certificate of Amendment dated
March 1, 1991 and as supplemented
by a Certificate of Establishment and Designation of Series
dated November 1, 1990 (the "Original Certificate"), as
amended by instruments dated July 27, 1995 and January 19,
1996 (the Original Certificate as so amended, the
"Certificate", and the Original Declaration, as so restated
and amended and further amended, and as supplemented by the
Certificate, the "Declaration").
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 Original Declaration and the various
instruments by which it has been amended, restated,
supplemented and further amended and supplemented, the By-
laws of the Trust, the Notice, the most recent forms of
the Prospectuses and the Statement of Additional Information
included 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, to authorize the issuance of Shares
and to designate 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 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 we have not independently verified.
Based upon and subject to the foregoing, we hereby advise
you that, in our opinion, un-
der the laws 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, 1996 (the "Issued 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 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 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 category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as
amended.
Very truly yours,
SULLIVAN & WORCESTER LLP
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, 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: 106,173,711/$380,321,463
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
74,703,407/$98,133,545
9. Number and aggregate sale price of securities sold during
the fiscal year: 5,484,202,523/$5,518,589,634
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to
rule 24f-2: 5,602,564,924/$5,666,915,887
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): $5,518,589,634
(ii) Aggregate price of shares issued in
connection with dividend reinvestment + 50,192,708
plans (from item 11, if applicable):
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): (
5,666,915,887)
(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): (
98,133,545)
(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 28, 1997
GST/24F-197.NOT
January 29, 1997
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 (201) 367-7530.
Very truly yours,
/s/ S. Jane Rose
S. Jane Rose
Secretary
Enclosures
gst-197.ltr
