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 Mortgage Income Fund, Inc., 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 three classes of shares designated Class A, Class B and Class C.
3. Investment Company Act File Number: 811-3397.
Securities Act File Number: 2-76061.
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: 4,155,262/$60,375,959.
9. Number and aggregate sale price of securities sold during the fiscal
year: 888,792/$12,485,076.
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2: 888,792/$12,485,076.
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): 619,916/$8,784,795.
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): $12,485,076
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): + 8,784,795
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): -69,640,595
(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): (48,370,724)
(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 27, 1996
MIF-296.NOT
<PAGE> 1
SULLIVAN & CROMWELL
NEW YORK TELEPHONE: (212) 558-4000
TELEX: 62694 (INTERNATIONAL) 127816 (DOMESTIC) CABLE ADDRESS: LADYCOURT, NEW
YORK FACSIMILE: (212) 558-3588 (125 Broad Street)
(212) 558-3792 (250 Park Avenue)
125 Broad Street, New York 10004-2498
__________
250 PARK AVENUE, NEW YORK 10177-0021 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 NINE
QUEEN'S ROAD, CENTRAL, HONG KONG
February 26, 1996
Prudential Mortgage Income 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 1,508,708 shares of your Common Stock, $.01 par value (the
"Shares").
As your counsel, we are familiar with your organization and
corporate status and the validity of your Common Stock.
We advise you that, in our opinion, the Shares are legally and
validly 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.
With respect to the issuance of Class A shares of Common
<PAGE> 2
Stock upon conversion of Class B shares of Common Stock, we have relied upon the
opinion, dated the date hereof, of Piper & Marbury L.L.P., and our opinion is
subject to the same qualifications and limitations with respect to such matters
as are contained in such opinion of Piper & Marbury L.L.P.
We have relied as to certain matters on information obtained
from public officers, your employees and other sources believed by us to be
responsible.
We consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the notice referred to above. In giving
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,
Sullivan & Cromwell
February 28, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Prudential Mortgage Income Fund, Inc.
File Nos. 2-76061 and 811-3397
Ladies and Gentlemen:
On behalf of Prudential Mortgage Income Fund, Inc., 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,
/s/ Deborah A. Docs
Deborah A. Docs
Assistant Secretary
Enclosures
cc: John E. Baumgardner, Jr., Esq.
(Sullivan & Cromwell)
Paul H. Dykstra, Esq.
(Gardner, Carton & Douglas)
MIF-296.LTR
Prudential Mortgage Income Fund, Inc.
Treasurer's Certificate
The undersigned, Treasurer of Prudential Mortgage Income Fund, Inc., a
Maryland corporation (the "Fund"), does hereby certify as follows:
1. For the fiscal year ended December 31, 1995, the Fund issued
1,508,708 shares of Common Stock (including 619,916 shares issued upon
reinvestment of dividends), $.01 par value, consisting of 509,036 Class A
shares, 988,886 Class B shares and 10,786 Class C shares.
2. In respect of the issuance of such 1,508,708 shares (including
619,916 shares issued upon reinvestment of dividends), consisting of 509,036
Class A shares, 988,886 Class B shares and 10,786 Class C shares, and received
cash consideration of $21,269,871 (including $8,784,795 received upon
reinvestment of dividends) consisting of $7,215,192 for Class A shares,
$13,900,114 for Class B shares and $154,565 for Class C shares.
3. With respect to each share issued, the Fund received cash
consideration not less than the net asset value per share on the date issued and
not less than $.01 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
Company.
Date: February 27, 1996
(SEAL)
/s/ Grace Torres
Grace Torres
MIF-296.CER
