February 27, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Rule 24f-2 Notice for Prudential GNMA Fund, Inc.
(File No. 2-76061)
Ladies and Gentlemen:
This Notice is filed on behalf of Prudential GNMA Fund 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: None.
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:
1,989,272.
5. The number of shares sold during the fiscal year ended 12/31/94 in
reliance upon Rule 24f-2: 1,989,272.
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
Enclosure Secretary
*Calculation of Fee No. of Shares Dollar Amount
Shares sold 1,989,272 $28,054,936
Shares redeemed (6,267,131) $(88,140,895)
Net sales for calculation
of fee (4,277,859) $(60,085,959)
Fee at 1/29 of 1% $ (20,719.44)
SULLIVAN & CROMWELL
NEW YORK TELEPHONE: (212) 558-4000
TELEX: 62694 (INTERNATIONAL) 127816 (DOMESTIC)
125 Broad Street, New York 10004-2498
CABLE ADDRESS: LADYCOURT, NEW YORK __________
FACSIMILE: (212) 558-3588 (125 Broad Street)
250 PARK AVENUE, NEW YORK 10177-0021
(212) 558-3792 (250 Park Avenue)
1701 PENNSYLVANIA AVE, N.W. WASHINGTON, D.C. 20006-5805
444 SOUTH FLOWER STREET, LOS ANGELES 90071-2901
8, PLACE VEND-ME, 75001 PARIS
ST. OLAVE'S HOUSE, 9a IRONMONGER LANE, LONDON EC2V 8EY
101 COLLINS STREET, MELBOURNE 3000
2-1, MARUNOUCHI I-CHOME, CHIYODA-KU, TOKYO 100
GLOUCESTER TOWER, 11 PEDDER STREET, HONG KONG
February 24, 1995
Prudential GNMA Fund, Inc.,
One Seaport Plaza,
New York, New York 10292.
Dear Sirs:
You have requested our opinion in connection with the notice which
you propose to file pursuant to Rule 24f-2 under the Investment Company Act
of 1940 with respect to 1,989,272 shares of your Common Stock, $.01 par value
(the "Shares").
As your counsel, we are familiar with your organization and corpo-
rate status and the validity of your Common Stock.
We advise you that, in our opinion, the Shares are legally and val-
idly issued, fully paid and nonassessable.
The foregoing opinion is limited to the Federal laws of the United
States and the General Corporation Laws of the State of Maryland, and we are
expressing no opinion as to the effect by the laws of any other jurisdiction.
We have relied as to certain matters on information obtained from
public officers, your employees and other sources believed by us to be re-
sponsible.
We consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the notice referred to above. In giv-
ing such consent, we do not thereby admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act of
1933.
Very truly yours,
/s/SULLIVAN & CROMWELL
SULLIVAN & CROMWELL
