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 MoneyMart Assets, One
Seaport Plaza, New York, New York 10292.
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: 811-2619.
Securities Act File Number: 2-55301.
4. Last day of fiscal year for which this notice is filed: December
31, 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: None/$0.
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2: 999,531,784 /$999,531,784.
9. Number and aggregate sale price of securities sold during the
fiscal year: 29,126,104,972/$29,126,104,972.
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
28,576,359,476/$28,576,359,476.
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): 354,506,489/$354,506,489.
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): $28,576,359,476
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): + 354,506,489
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): -28,930,865,965
(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): -0-
(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).
[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 February 26, 1996
MMA-296.NOT
GARDNER, CARTON & DOUGLAS
SUITE 3400 - QUAKER TOWER
321 NORTH CLARK STREET
CHICAGO, ILLINOIS 60610-4795
(312) 644-3000
TELECOPIER: (312) 644-3381
February 26, 1996
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, 1995.
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
28,576,359,476 shares of common stock, $.10 par value per share, which were
registered in indefinite number and sold in reliance on 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/KJF/MAM:ec
February 26, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Prudential MoneyMart Assets
File Nos. 2-55301 and 811-2619
Ladies and Gentlemen:
On behalf of Prudential-Bache MoneyMart Assets, Inc. (doing business
as Prudential MoneyMart Assets), 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 to the Fund.
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-l248.
Please acknowledge receipt via EDGAR.
Very truly yours,
Deborah A. Docs
Assistant Secretary
Enclosures
cc: Paul H. Dykstra, Esq.
MMA-296.LTR
Prudential MoneyMart Assets
Treasurer's Certificate
The undersigned, Treasurer of Prudential MoneyMart Assets, a Maryland
corporation (the "Fund"), does hereby certify as follows:
1. For the fiscal year ended December 31, 1995, (as determined by
Rule 24f-2 under the Investment Company Act of 1940) the Fund issued
29,480,611,461 of Common stock, $.10 par value, 29,126,104,972
shares in connection with sales of Fund shares and 354,506,489
shares issued in connection with the reinvestment of dividends and
distributions).
2. In respect of the issuance of such 29,480,611,461 shares the Fund
received consideration of $29,480,611,461
($29,126,104,972 from the sale of its shares and $354,506,489 from the
issuance of its shares in connection with the reinvestment of
dividends and distributions).
3. With respect to each share issued, the Fund received
consideration not less than the net asset value per
share on the date issued and not less than $.10 per share.
4. To the best of my knowledge and belief, the Fund is in good
standing in the State of Maryland.
5. At no time during the fiscal year were there issued and
outstanding more shares of the Fund's Common Stock than authorized by
the Articles of Incorporation.
In Witness Whereof, I have hereunto signed my name as Treasurer of the
Fund.
Date: February 14, 1996
(SEAL)
/s/ Grace Torres
Grace Torres
MMA-296.CER
