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., Gateway Center Three, Newark, New Jersey
07102.
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, 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: None/$0.
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: 611,345/$8,733,423.
10. Number and aggregate sale price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2: 611,345/$8,733,423.
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): 540,480/$7,670,064.
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): $8,733,423
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): +
7,670,064
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable):
(45,875,856)
(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):
($29,472,370)
(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).
[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, 1997
MIF-297.NOT
February 26, 1997
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 (201) 367-7521.
Please acknowledge receipt via EDGAR.
Very truly yours,
/s/ Deborah A. Docs
Deborah A. Docs
Assistant Secretary
Enclosures
cc: William Farrar, Jr., Esq.
(Sullivan & Cromwell)
MIF-297.LTR
SULLIVAN & CROMWELL
NEW YORK TELEPHONE: (212) 558-4000
TELEX: 62694 (INTERNATIONAL) 127816 (DOMESTIC)
125 Broad Street
CABLE ADDRESS: LADYCOURT, NEW YORK
New York 10004-2498
FACSIMILE: (212) 558-3588 (125 Broad Street)
(212) 558-3792 (250 Park Avenue)
__________
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 VENDOME, 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, 1997
Prudential Mortgage Income Fund, Inc.,
Gateway Center Three,
100 Mulberry Street,
Newark, New Jersey 07102-4077.
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 611,345 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.
<PAGE>
Prudential Mortgage Income Fund, Inc.
- -2-
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
