PRUDENTIAL GNMA FUND INC, 485APOS, 1994-07-07

PRUDENTIAL GNMA FUND INC
485APOS, 1994-07-07

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<PAGE>

As filed with the Securities and Exchange Commission
on July 7, 1994

Registration No. 2-76061
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/

PRE-EFFECTIVE AMENDMENT NO. / /

POST-EFFECTIVE AMENDMENT NO. 19 /X/

AND/OR

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 20 /X/

(Check appropriate box or boxes)
--------------

PRUDENTIAL-BACHE GNMA FUND, INC.

(Exact name of registrant as specified in charter)

(Doing business as Prudential GNMA Fund)

ONE SEAPORT PLAZA,
NEW YORK, NEW YORK 10292

(Address of Principal Executive Offices) (Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 214-1250

S. JANE ROSE, ESQ.
ONE SEAPORT PLAZA
NEW YORK, NEW YORK 10292
(NAME AND ADDRESS OF AGENT FOR SERVICE OF PROCESS)

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE
DATE OF THE REGISTRATION STATEMENT.

IT IS PROPOSED THAT THIS FILING WILL BECOME EFFECTIVE
(CHECK APPROPRIATE BOX):

/ / immediately upon filing pursuant to paragraph (b)

/ / on (date) pursuant to paragraph (a)

/X/ 60 days after filing pursuant to paragraph (a)

/ / on (date) pursuant to paragraph (a), of Rule 485

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant
has previously registered an indefinite number of shares of its Common Stock,
par value $.01 per share. The Registrant filed a notice under such Rule for its
fiscal year ended December 31, 1993 on February 28, 1994.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
CROSS REFERENCE SHEET
(AS REQUIRED BY RULE 495)

<TABLE>
<CAPTION>
N-1A ITEM NO. LOCATION
- ---------------------------------------------------- ----------------------------------------
<S> <C> <C> <C>
PART A
Item 1. Cover Page.............................. Cover Page
Item 2. Synopsis................................ Fund Expenses; Fund Highlights
Item 3. Condensed Financial Information......... Fund Expenses; Financial Highlights; How
the Fund Calculates Performance
Item 4. General Description of Registrant....... Cover Page; Fund Highlights; How the
Fund Invests; General Information
Item 5. Management of Fund...................... Financial Highlights; How the Fund is
Managed; General Information
Item 6. Capital Stock and Other Securities...... Taxes, Dividends and Distributions;
General Information
Item 7. Purchase of Securities Being Offered.... Shareholder Guide; How the Fund Values
its Shares
Item 8. Redemption or Repurchase................ Shareholder Guide; How the Fund Values
its Shares; General Information
Item 9. Pending Legal Proceedings............... Not Applicable

PART B
Item 10. Cover Page.............................. Cover Page
Item 11. Table of Contents....................... Table of Contents
Item 12. General Information and History......... Not Applicable
Item 13. Investment Objectives and Policies...... Investment Objective and Policies;
Investment Restrictions
Item 14. Management of the Fund.................. Directors and Officers; Manager;
Distributor
Item 15. Control Persons and Principal Holders of
Securities.............................. Not Applicable
Item 16. Investment Advisory and Other
Services................................ Manager; Distributor; Custodian,
Transfer and Dividend Disbursing Agent
and Independent Accountants
Item 17. Brokerage Allocation and Other
Practices............................... Portfolio Transactions and Brokerage
Item 18. Capital Stock and Other Securities...... Not Applicable
Item 19. Purchase, Redemption and Pricing of
Securities Being Offered................ Purchase and Redemption of Fund Shares;
Shareholder Investment Account; Net
Asset Value
Item 20. Tax Status.............................. Dividends, Distributions and Taxes
Item 21. Underwriters............................ Distributor
Item 22. Calculation of Performance Data......... Performance Information
Item 23. Financial Statements.................... Financial Statements

PART C
Information required to be included in Part C is set forth under the appropriate Item,
so numbered, in Part C to this Post-Effective Amendment to the Registration Statement.
</TABLE>

<PAGE>

The Prospectus and Statement of Additional Information are incorporated herein
by reference in their entirety from Post-Effective Amendment No. 18 to
Registrant's Registration Statement (File No. 2-76061) filed on May 9, 1994.

<PAGE>
PART C
OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.

(A) FINANCIAL STATEMENTS:

(1) Financial Statements included in the Prospectus constituting Part A
of this Registration Statement:

Financial Highlights.

(2) Financial statements included in the Statement of Additional
Information constituting Part B of this Registration Statement:

Portfolio of Investments at December 31, 1993.

Statement of Assets and Liabilities at December 31, 1993.

Statement of Operations for the year ended December 31, 1993.

Statement of Changes in Net Assets for the years ended December 31,
1993 and 1992.

Notes to Financial Statements.

Financial Highlights.

Report of Independent Accountants.

(B) EXHIBITS:

1. (a) Articles of Incorporation, as amended, incorporated by reference
to Exhibit 1 to Post-Effective Amendment No. 6 to the Registration
Statement on Form N-1A (File No. 2-76061).

(b) Amendment to Articles of Incorporation, incorporated by
reference to Exhibit 1 to Post-Effective Amendment No. 10 to the
Registration Statement on Form N-1A (File No. 2-76061).

(c) Amendment of Articles of Incorporation, incorporated by
reference to Exhibit No. 1(c) to Post-Effective Amendment No. 13 to
the Registration Statement on Form N-1A (File No. 2-76061).

(d) Form of Amendment to Articles of Incorporation, incorporated by
reference to Exhibit No. 1(d) to Post-Effective Amendment No. 18 to
the Registration Statement on Form N-1A (File No. 2-76061).

2. (a) By-Laws of the Registrant, as amended, incorporated by reference
to Exhibit 2 to the Post-Effective Amendment No. 9 to the
Registration Statement on Form N-1A (File No. 2-76061).

(b) Amendment to By-Laws, incorporated by reference to Exhibit No. 2
to Post-Effective Amendment No. 12 to the Registration Statement on
Form N-1A (File No. 2-76061).

(c) Amended and Restated By-Laws, incorporated by reference to
Exhibit No. 2(c) to Post-Effective Amendment No. 18 to the
Registration Statement on Form N-1A (File No. 2-76061).

4. (a) Specimen stock certificate for Class B shares issued by the
Registrant, incorporated by reference to Exhibit 4 to Post-Effective
Amendment No. 9 to the Registration Statement on Form N-1A (File No.
2-76061).

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<PAGE>
(b) Specimen stock certificate for Class A shares issued by the
Registrant, incorporated by reference to Exhibit 4(b) to
Post-Effective Amendment No. 13 to the Registration Statement on
Form N-1A (File No. 2-76061).

(c) Instruments Defining Rights of Shareholders, incorporated by
reference to Exhibit 4(c) to Post-Effective Amendment No. 17 to the
Registration Statement on Form N-1A (File No. 2-76061).

5. (a) Management Agreement between the Registrant and Prudential
Mutual Fund Management, Inc., incorporated by reference to Exhibit
5(a) to Post-Effective Amendment No. 10 to the Registration
Statement on Form N-1A (File No. 2-76061).

(b) Subadvisory Agreement between Prudential Mutual Fund Management,
Inc. and The Prudential Investment Corporation, incorporated by
reference to Exhibit 5(b) to Post-Effective Amendment No. 10 to the
Registration Statement on Form N-1A (File No. 2-76061).

6. (a) Distribution Agreement, as amended, between the Registrant and
Prudential-Bache Securities Inc., incorporated by reference to
Exhibit 6(a) to Post-Effective Amendment No. 5 to the Registration
Statement on Form N-1A (File No. 2-76061).

(b) Distribution Agreement between the Registrant and Prudential
Mutual Fund Distributors, Inc. for Class A Shares, incorporated by
reference to Exhibit 6(b) to Post-Effective Amendment No. 13 to the
Registration Statement on Form N-1A (File No. 2-76061).

(c) Amended and Restated Distribution Agreement between the
Registrant and Prudential-Bache Securities Inc. for Class B Shares,
incorporated by reference to Exhibit 6(c) to Post-Effective
Amendment No. 13 to the Registration Statement on Form N-1A (File
No. 2-76061).

(d) Selected Dealers Agreement, incorporated by reference to Exhibit
6(d) to the Registration Statement on Form N-1A (File No. 2-76061).

(e) Form of Distribution Agreement for Class A shares, incorporated
by reference to Exhibit No. 6(e) to Post-Effective Amendment No. 18
to the Registration Statement on Form N-1A (File No. 2-76061).

(f) Form of Distribution Agreement for Class B shares, incorporated
by reference to Exhibit No. 6(f) to Post-Effective Amendment No. 18
to the Registration Statement on Form N-1A (File No. 2-76061).

(g) Form of Distribution Agreement for Class C shares, incorporated
by reference to Exhibit No. 6(g) to Post-Effective Amendment No. 18
to the Registration Statement on Form N-1A (File No. 2-76061).

8. Custodian Agreement between the Registrant and State Street Bank and
Trust Company.

9. Transfer Agency and Service Agreement between the Registrant and
Prudential Mutual Fund Services, Inc., incorporated by reference to
Exhibit 8(b) to Post-Effective Amendment No. 9 to the Registration
Statement on Form N-1A (File No. 2-76061).

10. (a) Opinion of Sullivan & Cromwell, incorporated by reference to
Exhibit 10 to Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-1A (File No. 2-76061).

(b) Opinion of Sullivan & Cromwell, incorporated by reference to
Exhibit 10(b) to Post-Effective Amendment No. 17 to the Registration
Statement on Form N-1A (File No. 2-76061).

11. Consent of Independent Accountants.*

13. Purchase Agreement, incorporated by reference to Exhibit 13 to
Pre-Effective Amendment No. 1 to the Registration Statement on Form
N-1A (File No. 2-76061).

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<PAGE>
15. (a) Plan of Distribution, incorporated by reference to Exhibit 15(a)
to Post-Effective Amendment No. 5 to the Registration Statement on
Form N-1A (File No. 2-76061).

(b) Plan of Distribution for Class A Shares, incorporated by
reference to Exhibit 15(b) to Post-Effective Amendment No. 13 to the
Registration Statement on Form N-1A (File No. 2-76061).

(c) Amended and Restated Plan of Distribution for Class B Shares,
incorporated by reference to Exhibit 15(c) to Post-Effective
Amendment No. 13 to the Registration Statement on Form N-1A (File
No. 2-76061).

(d) Form of Distribution and Service Plan for Class A shares,
incorporated by reference to Exhibit No. 15(d) to Post-Effective
Amendment No. 18 to the Registration Statement on Form N-1A (File
No. 2-76061).

(e) Form of Distribution and Service Plan for Class B shares,
incorporated by reference to Exhibit No. 15(e) to Post-Effective
Amendment No. 18 to the Registration Statement on Form N-1A (File
No. 2-76061).

(f) Form of Distribution and Service Plan for Class C shares,
incorporated by reference to Exhibit No. 15(f) to Post-Effective
Amendment No. 18 to the Registration Statement on Form N-1A (File
No. 2-76061).

16. (a) Schedule of Computation of Performance Quotations for Class B
shares, incorporated by reference to Exhibit 16 to Post-Effective
Amendment No. 10 to the Registration Statement on Form N-1A (File
No. 2-76061).

(b) Schedule of Computation of Performance Quotations for Class A
shares, incorporated by reference to Exhibit 16(b) to Post-Effective
Amendment No. 14 to the Registration Statement on Form N-1A (File
No. 2-76061).

(c) Schedule of Calculation of Aggregate Total Return for Class A
and Class B shares incorporated by reference to Exhibit 16(c) to
Post-Effective Amendment No. 15 to the Registration Statement on
Form N-1A (File No. 2-76061).

Other Exhibits
- --------------
*Filed herewith.

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

None.

ITEM 26. NUMBER OF HOLDERS OF SECURITIES.

As of June 15, 1994, there were 1,561 and 24,372 record holders of Class A and
Class B shares of common stock, $.01 par value per share, issued by the
Registrant, respectively.

ITEM 27. INDEMNIFICATION.

As permitted by Sections 17(h) and (i) of the Investment Company Act of 1940
(the 1940 Act) and pursuant to Article VI of the Fund's By-Laws (Exhibit 2 to
the Registration Statement), officers, directors, employees and agents of the
Registrant will not be liable to the Registrant, any stockholder, officer,
director, employee, agent or other person for any action or failure to act,
except for bad faith, willful misfeasance, gross negligence or reckless
disregard of duties, and those individuals may be indemnified against
liabilities in connection with the Registrant, subject to the same exceptions.
Section 2-418 of Maryland General Corporation Law permits indemnification of
directors who acted in good faith and reasonably believed that the conduct was
in the best interests of the Registrant. As permitted by Section 17(i) of the
1940 Act, pursuant to Section 10 of the Distribution Agreement (Exhibit 6 to the
Registration Statement), the Distributor of the Registrant may be indemnified
against liabilities which it may incur, except liabilities arising from bad
faith, gross negligence, willful misfeasance or reckless disregard of duties.

C-3
<PAGE>

Insofar as indemnification for liabilities arising under the Securities Act of
1933 (Securities Act) may be permitted to Trustees, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
1940 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a Trustee, officer or controlling
person of the Registrant in connection with the successful defense of any
action, suit or proceeding) is asserted against the Registrant by such Trustee,
officer or controlling person in connection with the shares being registered,
the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the 1940 Act and will be governed by the final adjudication of such
issue.

The Registrant has purchased an insurance policy insuring its officers and
Trustees against liabilities, and certain costs of defending claims against such
officers and Trustees, to the extent such officers and Trustees are not found to
have committed conduct constituting willful misfeasance, bad faith, gross
negligence or reckless disregard in the performance of their duties. The
insurance policy also insures the Registrant against the cost of indemnification
payments to officers and Trustees under certain circumstances.

Section 9 of the Management Agreement (Exhibit 5(a) to the Registration
Statement) and Section 4 of the Subadvisory Agreement (Exhibit 5(b) to the
Registration Statement) limit the liability of Prudential Mutual Fund
Management, Inc. (PMF) and The Prudential Investment Corporation (PIC),
respectively, to liabilities arising from willful misfeasance, bad faith or
gross negligence in the performance of their respective obligations and duties
under the agreements.

The Registrant hereby undertakes that it will apply the indemnification
provisions of its By-Laws and each Distribution Agreement in a manner consistent
with Release No. 11330 of the Securities and Exchange Commission under the 1940
Act so long as the interpretations of Sections 17(h) and 17(i) of such Act
remain in effect and are consistently applied.

ITEM_28._BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

(a)_Prudential Mutual Fund Management, Inc.

See "How the Fund is Managed--Manager" in the Prospectuses constituting Part A
of this Registration Statement and "Manager" in the Statement of Additional
Information constituting Part B of this Registration Statement.

The business and other connections of the officers of PMF are listed in
Schedules A and D of Form ADV of PMF as currently on file with the Securities
and Exchange Commission, the text of which is hereby incorporated by reference
(File No. 801-31104, filed on March 30, 1994).

The business and other connections of PMF's directors and principal executive
officers are set forth below. Except as otherwise indicated, the address of each
person is One Seaport Plaza, New York, NY 10292.

C-4
<PAGE>

<TABLE>
<CAPTION>
NAME AND ADDRESS POSITION WITH PMF PRINCIPAL OCCUPATIONS
- ----------------------------- ----------------------- ---------------------------------------------------------
<S> <C> <C>
Susan C. Cote Senior Vice President Senior Vice President, PMF; Senior Vice President,
Prudential Securities
Fred A. Fiandaca Executive Vice Executive Vice President, Chief Operating Officer and
Raritan Plaza One President, Chief Director, PMF; Chairman, Chief Operating Officer and
Edison, NJ 08847 Operating Officer and Director, Prudential Mutual Fund Services, Inc.
Director
Stephen P. Fisher Senior Vice President Senior Vice President, PMF; Senior Vice President,
Prudential Securities
Frank W. Giordano Executive Vice Executive Vice President, General Counsel and Secretary,
President, General PMF: Senior Vice President, Prudential Securities
Counsel and Secretary
Robert F. Gunia Executive Vice Executive Vice President, Chief Financial and
President, Chief Administrative Officer, Treasurer and Director, PMF;
Financial and Senior Vice President, Prudential Securities
Administrative
Officer, Treasurer and
Director
Eugene B. Heimberg Director Senior Vice President, Prudential; President, Director
Prudential Plaza and Chief Investment Officer, PIC
Newark, NJ 07102
Lawrence C. McQuade Vice Chairman Vice Chairman, PMF
Leland B. Paton Director Executive Vice President, Director and Member of
Operating Committee, Prudential Securities; Director,
Prudential Securities Group, Inc. ("PSG")
Richard A. Redeker President, Chief President, Chief Executive Officer and Director, PMF;
Executive Officer and Executive Vice President, Director and Member of
Director Operating Committee, Prudential Securities; Director,
PSG
S. Jane Rose Senior Vice President, Senior Vice President, Senior Counsel and Assistant
Senior Counsel and Secretary, PMF; Senior Vice President and Senior
Assistant Secretary Counsel, Prudential Securities
Donald G. Southwell Director Senior Vice President, Prudential; Director, PSG
213 Washington Street
Newark, NJ 07102
</TABLE>

(b)_Prudential Investment Corporation (PIC)

See "How the Fund is Managed--Manager" in the Prospectus constituting Part A
of this Registration Statement and "Manager" in the Statement of Additional
Information constituting Part B of this Registration Statement.

C-5
<PAGE>

The business and other connections of PIC's directors and executive officers
are as set forth below. Except as otherwise indicated, the address of each
person is Prudential Plaza, Newark, NJ 07102.

<TABLE>
<CAPTION>
NAME AND ADDRESS POSITION WITH PIC PRINCIPAL OCCUPATIONS
- ----------------------------- ----------------------- ---------------------------------------------------------
<S> <C> <C>
Martin A. Berkowitz Senior Vice President Senior Vice President and Chief Financial and Compliance
and Chief Financial Officer, PIC; Vice President, Prudential
and Compliance Officer
William M. Bethke Senior Vice President Senior Vice President, Prudential; Senior Vice President,
Two Gateway Center PIC
Newark, NJ 07102
John D. Brookmeyer, Jr. Senior Vice President Senior Vice President, Prudential; Senior Vice President,
Two Gateway Center PIC
Newark, NJ 07102
Eugene B. Heimberg President, Director and President, Director and Chief Investment Officer, PIC;
Chief Investment Senior Vice President, Prudential
Officer
Garnett L. Keith, Jr. Director Vice Chairman and Director, Prudential; Director, PIC
William P. Link Senior Vice President Executive Vice President, Prudential; Senior Vice
Four Gateway Center President, PIC
Newark, NJ 07102
James W. Stevens Executive Vice Executive Vice President, Prudential; Executive Vice
Four Gateway Center President President, PIC; Director, PSG
Newark, NJ 07102
Robert C. Winters Director Chairman of the Board and Chief Executive Officer,
Prudential; Director, PIC; Chairman of the Board and
Director, PSG
Claude J. Zinngrabe, Jr. Executive Vice Vice President, Prudential; Executive Vice President, PIC
President
</TABLE>

ITEM_29._PRINCIPAL UNDERWRITERS

(a)(i)_Prudential Securities Incorporated

Prudential Securities Incorporated is distributor for Prudential Government
Securities Trust (Intermediate Term Series), The Target Portfolio Trust, for
Class D shares of the Florida Series of the Prudential Municipal Series Fund and
for Class B shares of Prudential Adjustable Rate Securities, Inc., The BlackRock
Government Income Trust, Prudential California Municipal Fund (California Income
Series and California Series), Prudential Equity Fund, Inc., Prudential Equity
Income Fund, Prudential Flexifund, Prudential Global Fund, Inc.,
Prudential-Bache Global Genesis Fund, Inc. (d/b/a Prudential Global Genesis
Fund), Prudential-Bache Global Natural Resources Fund, Inc. (d/b/a Prudential
Global Natural Resources Fund), Prudential-Bache GNMA Fund, Inc. (d/b/a
Prudential GNMA Fund), Prudential-Bache Government Plus Fund, Inc. (d/b/a
Prudential Government Plus Fund), Prudential Growth Fund, Inc., Prudential-Bache
Growth Opportunity Fund, Inc. (d/b/a Prudential Growth Opportunity Fund),
Prudential-Bache High Yield Fund, Inc. (d/b/a Prudential High Yield Fund),
Prudential IncomeVertible-R- Fund, Inc., Prudential Intermediate Global Income
Fund, Inc., Prudential Multi-Sector Fund, Inc., Prudential Municipal Bond Fund,
Prudential Municipal

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<PAGE>

Series Fund (except Connecticut Money Market Series, Massachusetts Money Market
Series, New Jersey Money Market Series, New York Money Market Series and Florida
Series), Prudential-Bache National Municipals Fund, Inc. (d/b/a Prudential
National Municipals Fund), Prudential Pacific Growth Fund, Inc., Prudential
Short-Term Global Income Fund, Inc., Prudential-Bache Structured Maturity Fund,
Inc. (d/b/a Prudential Structured Maturity Fund), Prudential U.S. Government
Fund, Prudential-Bache Utility Fund, Inc. (d/b/a Prudential Utility Fund),
Global Utility Fund, Inc. and Nicholas-Applegate Fund, Inc. (Nicholas-Applegate
Growth Equity Fund). Prudential Securities is also a depositor for the following
unit investment trusts:

The Corporate Income Fund
Corporate Investment Trust Fund
Equity Income Fund
Government Securities Income Fund
International Bond Fund
Municipal Investment Trust
Prudential Equity Trust Shares
National Equity Trust
Prudential Unit Trusts
Government Securities Equity Trust
National Municipal Trust

(ii)_Prudential Mutual Fund Distributors, Inc.

Prudential Mutual Fund Distributors, Inc. is distributor for Command
Government Fund, Command Money Fund, Command Tax-Free Fund, Prudential
California Municipal Fund (California Money Market Series), Prudential
Government Securities Trust (Money Market Series and U.S. Treasury Money Market
Series), Prudential-Bache MoneyMart Assets (d/b/a Prudential MoneyMart Assets),
Prudential Municipal Series Fund (Connecticut Money Market Series, Massachusetts
Money Market Series, New Jersey Money Market Series and New York Money Market
Series), Prudential Institutional Liquidity Portfolio, Inc., Prudential-Bache
Special Money Market Fund, Inc. (d/b/a Prudential Special Money Market Fund),
Prudential-Bache Tax-Free Money Fund, Inc. (d/b/a Prudential Tax-Free Money
Fund), and for Class A shares of Prudential Adjustable Rate Securities Fund,
Inc., Prudential Flexifund, The BlackRock Government Income Trust, Prudential
California Municipal Fund (California Income Series and California Series),
Prudential Equity Fund, Inc., Prudential Equity Income Fund, Prudential Global
Fund, Inc., Prudential-Bache Global Genesis Fund, Inc. (d/b/a Prudential Global
Genesis Fund), Prudential-Bache Global Natural Resources Fund, Inc. (d/b/a
Prudential Global Natural Resources Fund), Prudential-Bache GNMA Fund, Inc.
(d/b/a Prudential GNMA Fund), Prudential-Bache Government Plus Fund, Inc. (d/b/a
Prudential Government Plus Fund), Prudential Growth Fund, Inc., Prudential-Bache
Growth Opportunity Fund, Inc. (d/b/a Prudential Growth Opportunity Fund),
Prudential-Bache High Yield Fund, Inc. (d/b/a Prudential High Yield Fund),
Prudential IncomeVertible-R- Fund, Inc., Prudential Intermediate Global Income
Fund, Inc., Prudential Multi-Sector Fund, Inc., Prudential Municipal Bond Fund,
Prudential Municipal Series Fund (Arizona Series, Florida Series, Georgia
Series, Maryland Series, Massachusetts Series, Michigan Series, Minnesota
Series, New Jersey Series, North Carolina Series, Ohio Series and Pennsylvania
Series), Prudential-Bache National Municipals Fund, Inc. (d/b/a Prudential
National Municipals Fund), Prudential Pacific Growth Fund, Inc., Prudential
Short-Term Global Income Fund, Inc., Prudential-Bache Structured Maturity Fund,
Inc. (d/b/a Prudential Structured Maturity Fund), Prudential U.S. Government
Fund, Prudential-Bache Utility Fund, Inc. (d/b/a Prudential Utility Fund),
Global Utility Fund, Inc. and Nicholas-Applegate Fund, Inc. (d/b/a Nicholas-
Applegate Growth Equity Fund).

C-7
<PAGE>

(b)(i)__Information concerning the officers and directors of Prudential
Securities Incorporated is set forth below.

<TABLE>
<CAPTION>
POSITIONS AND POSITIONS AND
OFFICES WITH OFFICES WITH
NAME(1) UNDERWRITER REGISTRANT
- ------------------------------------ -------------------------------------------------------- -----------------
<S> <C> <C>
Alan D. Hogan....................... Executive Vice President, Chief Administrative Officer None
and Director
Howard A. Knight.................... Executive Vice President, Director, Corporate Strategy None
and New Business Development
George A. Murray.................... Executive Vice President and Director None
John P. Murray...................... Executive Vice President and Director of Risk Management None
Leland B. Paton..................... Executive Vice President, Director and Member of None
Operating Committee
Richard A. Redeker.................. Director Trustee
Hardwick Simmons.................... Chief Executive Officer, President and Director None
Lee Spencer......................... General Counsel, Executive Vice President and Director None
(ii)Information concerning the officers and directors of Prudential Mutual Fund Distributors, Inc. is set
forth below.
</TABLE>

<TABLE>
<CAPTION>
POSITIONS AND POSITIONS AND
OFFICES WITH OFFICES WITH
NAME(1) UNDERWRITER REGISTRANT
- ------------------------------------ -------------------------------------------------------- -----------------
<S> <C> <C>
Joanne Accurso-Soto................. Vice President None
Dennis Annarumma.................... Vice President, Assistant Treasurer and Assistant None
Comptroller
Phyllis J. Berman................... Vice President None
Fred A. Fiandaca.................... President, Chief Executive Officer and Director None
Raritan Plaza One
Edison, NJ 08847
Stephen P. Fisher................... Vice President None
Frank W. Giordano................... Executive Vice President, General Counsel, Secretary and None
Director
Robert F. Gunia..................... Executive Vice President, Director, Treasurer, Vice President
Comptroller and Director
Anita L. Whelan..................... Vice President and Assistant Secretary None
<FN>
- ------------
(1) The address of each person named is One Seaport Plaza, New York, NY 10292
unless otherwise indicated.
(c)Registrant has no principal underwriter who is not an affiliated person
of the Registrant.
</TABLE>

ITEM_30._LOCATION OF ACCOUNTS AND RECORDS

All accounts, books and other documents required to be maintained by Section
31(a) of the 1940 Act and the Rules thereunder are maintained at the offices of
State Street Bank and Trust Company, One Heritage Drive, North Quincy,
Massachusetts 02171. The Prudential Investment Corporation, Prudential Plaza,
751 Broad Street, Newark, New Jersey, the Registrant, One Seaport Plaza, New
York, New York, and Prudential Mutual Fund Services, Inc., Raritan Plaza One,
Edison, New Jersey. Documents required by Rules 31a-1(b)(5), (6), (7), (9), (10)
and (11) and 31a-1(f) will be kept at Two Gateway Center, documents required

C-8
<PAGE>

by Rules 31a-1(b)(4) and (11) and 31a-1(d) at One Seaport Plaza and the
remaining accounts, books and other documents required by such other pertinent
provisions of Section 31(a) and the Rules promulgated thereunder will be kept by
State Street Bank and Trust Company and Prudential Mutual Fund Services, Inc.

ITEM_31._MANAGEMENT SERVICES

Other than as set forth under the captions "How the Fund is Managed--Manager"
and "How the Fund is Managed-- Distributor" in the Prospectuses and under the
captions "Manager" and "Distributor" in the Statement of Additional Information,
constituting Part A and Part B, respectively, of this Registration Statement,
Registrant is not a party to any management-related service contract.

ITEM_32._UNDERTAKINGS

The Registrant hereby undertakes to furnish each person to whom a Prospectus
is delivered with a copy of the Registrant's latest annual report to
shareholders, upon request and without charge.

C-9
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Post-Effective
Amendment to the Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized, in the City of New York, and State of New
York, on the 1st day of July, 1994.

PRUDENTIAL-BACHE GNMA FUND, INC.
(doing business as Prudential GNMA Fund)
/s/ Lawrence C. McQuade
-----------------------------------------------------------------------
(LAWRENCE C. MCQUADE, PRESIDENT)

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
- ----------------------------------- ------------------------ -----------------
<S> <C> <C>
/s/ Lawrence C. McQuade President and Director July 1, 1994
- -----------------------------------
LAWRENCE C. MCQUADE

/s/ Edward D. Beach Director July 1, 1994
- -----------------------------------
EDWARD D. BEACH

/s/ Eugene C. Dorsey Director July 1, 1994
- -----------------------------------
EUGENE C. DORSEY

/s/ Delayne D. Gold Director July 1, 1994
- -----------------------------------
DELAYNE D. GOLD

/s/ Harry A. Jacobs Director July 1, 1994
- -----------------------------------
HARRY A. JACOBS, JR.

/s/ Thomas T. Mooney Director July 1, 1994
- -----------------------------------
THOMAS T. MOONEY

/s/ Thomas H. O'Brien Director July 1, 1994
- -----------------------------------
THOMAS H. O'BRIEN

/s/ Richard A. Redeker Director July 1, 1994
- -----------------------------------
RICHARD A. REDEKER
- ----------------------------------- Director
NANCY HAYS TEETERS

/s/ Susan C. Cote Principal Financial and July 1, 1994
- ----------------------------------- Accounting Officer
SUSAN C. COTE
</TABLE>

<PAGE>
EXHIBIT INDEX

1. (a) Articles of Incorporation, as amended, incorporated by reference
to Exhibit 1 to Post-Effective Amendment No. 6 to the Registration
Statement on Form N-1A (File No. 2-76061).

(b) Amendment to Articles of Incorporation, incorporated by
reference to Exhibit 1 to Post-Effective Amendment No. 10 to the
Registration Statement on Form N-1A (File No. 2-76061).

(c) Amendment of Articles of Incorporation, incorporated by
reference to Exhibit No. 1(c) to Post-Effective Amendment No. 13 to
the Registration Statement on Form N-1A (File No. 2-76061).

(d) Form of Amendment to Articles of Incorporation, incorporated by
reference to Exhibit No. 1(d) to Post-Effective Amendment No. 18 to
the Registration Statement on Form N-1A (File No. 2-76061).

2. (a) By-Laws of the Registrant, as amended, incorporated by reference
to Exhibit 2 to the Post-Effective Amendment No. 9 to the
Registration Statement on Form N-1A (File No. 2-76061).

(b) Amendment to By-Laws, incorporated by reference to Exhibit No. 2
to Post-Effective Amendment No. 12 to the Registration Statement on
Form N-1A (File No. 2-76061).

(c) Amended and Restated By-Laws, incorporated by reference to
Exhibit No. 2(c) to Post-Effective Amendment No. 18 to the
Registration Statement on Form N-1A (File No. 2-76061).

(b) Specimen stock certificate for Class A shares issued by the
Registrant, incorporated by reference to Exhibit 4(b) to
Post-Effective Amendment No. 13 to the Registration Statement on
Form N-1A (File No. 2-76061).

(c) Instruments Defining Rights of Shareholders, incorporated by
reference to Exhibit 4(c) to Post-Effective Amendment No. 17 to the
Registration Statement on Form N-1A (File No. 2-76061).

(d) Selected Dealers Agreement, incorporated by reference to Exhibit
6(d) to the Registration Statement on Form N-1A (File No. 2-76061).
<PAGE>

(e) Form of Distribution Agreement for Class A shares, incorporated
by reference to Exhibit No. 6(e) to Post-Effective Amendment No. 18
to the Registration Statement on Form N-1A (File No. 2-76061).

(f) Form of Distribution Agreement for Class B shares, incorporated
by reference to Exhibit No. 6(f) to Post-Effective Amendment No. 18
to the Registration Statement on Form N-1A (File No. 2-76061).

(g) Form of Distribution Agreement for Class C shares, incorporated
by reference to Exhibit No. 6(g) to Post-Effective Amendment No. 18
to the Registration Statement on Form N-1A (File No. 2-76061).

8. Custodian Agreement between the Registrant and State Street Bank and
Trust Company.

10. (a) Opinion of Sullivan & Cromwell, incorporated by reference to
Exhibit 10 to Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-1A (File No. 2-76061).

(b) Opinion of Sullivan & Cromwell, incorporated by reference to
Exhibit 10(b) to Post-Effective Amendment No. 17 to the Registration
Statement on Form N-1A (File No. 2-76061).

11. Consent of Independent Accountants.*

13. Purchase Agreement, incorporated by reference to Exhibit 13 to
Pre-Effective Amendment No. 1 to the Registration Statement on Form
N-1A (File No. 2-76061).

15. (a) Plan of Distribution, incorporated by reference to Exhibit 15(a)
to Post-Effective Amendment No. 5 to the Registration Statement on
Form N-1A (File No. 2-76061).

(b) Plan of Distribution for Class A Shares, incorporated by
reference to Exhibit 15(b) to Post-Effective Amendment No. 13 to the
Registration Statement on Form N-1A (File No. 2-76061).

Other Exhibits
- --------------
*Filed herewith.

<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Statement of Additional Information and the
incorporation by reference in the Prospectus constituting parts of
Post-Effective Amendment No. 18 to the registration statement on Form N-1A
("Post-Effective Amendment No. 18"), which are incorporated by reference in this
Post-Effective Amendment No. 19 to the registration statement on Form N-1A (the
"Registration Statement"), of our report dated February 9, 1994, relating to the
financial statements and financial highlights of Prudential GNMA Fund, Inc. (the
"Fund"), which appears in such Fund's Statement of Additional Information in
Post-Effective Amendment No. 18. We also consent to the incorporation by
reference in the Registration Statement of the reference to us under the heading
"Custodian and Transfer and Dividend Disbursing Agent and Independent
Accountants" in the Statement of Additional Information and to the reference to
us under the heading "Financial Highlights" in the Prospectus in Post-Effective
Amendment No. 18.

PRICE WATERHOUSE

1177 Avenue of the Americas
New York, New York 10036
July 1, 1994