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, Inc. Gateway
Center Three, 100 Mulberry Street, Newark, NJ 07102.
2. Name of each series or class of funds for which this notice is filed:
The Fund offers two classes of shares, Class A and Class Z.
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,
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: 449,786,288/$449,786,288.
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
None/$0.
9. Number and aggregate sale price of securities sold during the fiscal
year: 31,367,385,831 /$31,367,385,831.
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
31,057,682,486 /$31,057,682,486.
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):
344,952,119 /$344,952,119.
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): $31,057,682,486
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): + 344,952,119
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): - 31,402,634,605
(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 1/3300
(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: February 24, 1997
MMA-297.NOT
GARDNER, CARTON & DOUGLAS
SUITE 3400 - QUAKER TOWER
321 NORTH CLARK STREET
CHICAGO, ILLINOIS 60610-4795
(312) 644-3000
TELECOPIER: (312) 644-3381
February 21, 1997
Securities and Exchange Commission
450 Fifth Street N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Prudential 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 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, 1996.
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
31,057,682,486 shares of common stock 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/cav
PRUDENTIAL MONEYMART ASSETS, INC.
Gateway Center Three, 9th Floor
100 Mulberry Street
Newark, NJ 07102
February 24, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Prudential MoneyMart Assets, Inc.
File Nos. 2-55301 and 811-2619
Ladies and Gentlemen:
On behalf of Prudential MoneyMart Assets, Inc. enclosed for filing
under the Investment Company Act of l940 are:
(l) One copy of Form 24f-2; 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 (201) 367-7532.
Please acknowledge receipt via EDGAR.
Very truly yours,
/s/ Ellyn C. Vogin
Ellyn C. Vogin
Assistant Secretary
Enclosures
MMA-297.LTR
