February 24, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
RE: Prudential MoneyMart Assets
File No. 2-55301
Ladies and Gentlemen:
This Notice is filed on behalf of Prudential-Bache MoneyMart Assets, Inc.
(doing business as Prudential MoneyMart Assets), pursuant to the requirements
of Rule 24f-2 under the Investment Company Act of 1940.
1. Fiscal year for which notice is filed: 12/31/94.
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, 1/1/94: 117,341,840.
3. The number of shares registered during the fiscal year ended 12/31/94
other than pursuant to Rule 24f-2: None.
4. The number of shares sold* during the fiscal year ended 12/31/94:
26,875,919,601.
5. The number of shares sold during the fiscal year ended 12/31/94 in
reliance upon Rule 24f-2: 26,875,919,601.
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
Encls. Secretary
*Calculation of Fee No. of Shares Dollar Amount
Shares sold 26,875,919,601 $ 26,875,919,601
Shares redeemed (27,875,161,385) $(27,875,161,385)
Net sales for calculation
of fee ( 999,241,784) $( 999,241,784)
Fee at 1/29 of 1% $ -0-
GARDNER, CARTON & DOUGLAS
SUITE 3400 - QUAKER TOWER
321 NORTH CLARK STREET
CHICAGO, ILLINOIS 60610-4795
(312) 644-3000
TELECOPIER: (312) 644-3381
February 23, 1995
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, 1994.
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 26,875,919,601 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,
/s/ GARDNER, CARTON & DOUGLAS
PHD/HJM:dmh
