February 24, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Rule 24f-2 Notice for Prudential-Bache MoneyMart Assets Inc.
(doing business as Prudential MoneyMart Assets)
(File No. 2-55301)
Ladies and Gentlemen:
This Notice is filed on behalf of Prudential MoneyMart Assets
Inc., pursuant to the requirements of Rule 24f-2 under the
Investment Company Act of 1940.
1. Fiscal year for which notice is filed: 12/31/93.
2. Number of shares registered under the Securities Act of
1933 other than pursuant to Rule 24f-2 but which remained
unsold as of the beginning of the fiscal year, 1/1/93:
None.
3. The number of shares registered during the fiscal year
ended 12/31/93 other than pursuant to Rule 24f-2:
524,888,674.
4. The number of shares sold* during the fiscal year ended
12/31/93: 33,407,823,806.
5. The number of shares sold during the fiscal year ended
12/31/93 in reliance upon Rule 24f-2: 33,000,276,972.
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Securities and Exchange Commission
February 24, 1994
Page 2
Pursuant to the requirements of Rule 24f-2, there is enclosed
the required opinion of counsel.
Very truly yours,
/s/ S. Jane Rose
S. Jane Rose
Secretary
SJR/jng
Enclosure
*Calculation of Fee No. of Shares Dollar Amount
Shares sold during 33,407,823,806 $ 33,407,823,806
fiscal year 1993
Shares redeemed during (33,000,276,972) $(33,000,276,972)
fiscal year 1993
Sub-total 407,546,834 $ 407,546,834
Shares registered under (524,888,674) $ (524,888,674)
Section 24(e) in fiscal
year 1993
Net sales for calculation (117,341,840) $ (177,341,840)
of fee
Fee at 1/29 of 1% $ - 0 -
February 18, 1994
Securities and Exchange Commission
450 Fifth Street N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Prudential-Bache MoneyMart Assets Inc.
Rule 24f-2 Notice to Form N-1A Registration
Statement
1933 Act File No. 2-55301
1940 Act File No. 811-2619
Ladies and Gentlemen:
As counsel for Prudential-Bache MoneyMart Assets Inc., a
Maryland corporation (the "Fund"), we have examined the proceedings
taken and being taken with respect to the Notice filed by the Fund
pursuant to Rule 24f-2 under the Investment Company Act of 1940
(the "Act"), making definite in number the shares registered
pursuant to that Rule for the fiscal year ended December 31, 1993.
We have examined all instruments, documents and records which,
in our opinion, were necessary of examination for the purpose of
rendering this opinion. Based upon such examination, we are of the
opinion that the 33,000,276,972 shares of common stock, $.10 par
value per share, which were registered in indefinite number
pursuant to Rule 24f-2 under the Act, were, when issued by the
Fund, validly authorized and issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion pursuant to
Rule 24f-2 and to the reference to us in the Notice filed herewith.
Very truly yours,
GARDNER, CARTON & DOUGLAS
