PRUDENTIAL SERIES FUND INC
24F-2NT, 1995-02-28
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                                   Registration No. 2-80896


                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C., 20549

       ------------------------------------------------------------

                             RULE 24f-2 NOTICE
                     (Investment Company Act of 1940)

                 -----------------------------------------

                     THE PRUDENTIAL SERIES FUND, INC.
                        (Exact name of registrant)

            ---------------------------------------------------

                       PRUCO LIFE INSURANCE COMPANY
                            (Name of depositor)
                           213 Washington Street
                         Newark, New Jersey  07102
      (Complete address of depositor's principal  executive offices)

  ----------------------------------------------------------------------

                             Thomas C. Castano
                           Secretary - Treasurer
                     The Prudential Series Fund, Inc.
                           213 Washington Street
                         Newark, New Jersey  07102
             (Name and complete address of agent for service)

        ----------------------------------------------------------

                                 Copy to:
                             Lawrence J. Latto
                              Shea & Gardner
                       1800 Massachusetts Ave., N.W.
                          Washington, D.C.  20036
                  --------------------------------------                

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                                   February 27, 1995


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

RE:  Rule 24f-2 Notice for The Prudential Series Fund, Inc. pursuant to the
Requirement of Rule 24f-2 under the Investment Company Act of 1940.



Ladies and Gentlemen:

This notice is filed on behalf of The Prudential Series Fund, Inc. pursuant to
the requirements of Rule 24f-2 under the Investment Company Act of 1940.

     1.   Fiscal year for which notice is filed:  1/1/94 through 12/31/94.

     2.   Dollar amount of securities registered under the Securities Act of
          1933 other than pursuant to Rule 24f-2 but which remain unsold as of
          1/1/94:  -0-

     3.   Dollar amount of securities registered during the fiscal year ended
          12/31/94 other than pursuant to Rule 24f-2:  -0-

     4.   Dollar amount of shares of The Prudential Series Fund, Inc. sold
          during the fiscal year ended 12/31/94:     $3,047,577,410

    5.   Dollar amount of shares of The Prudential Series Fund, Inc. sold
         during the fiscal year ended 12/31/94 in reliance upon
         Rule 24f-2:   $3,047,577,410
     
     6.   The securities referred to in this Notice are units of interests in
          the several Portfolios of The Prudential Series Fund, Inc., issued
          without the payment of any consideration by the public investors
          acquiring such units of interests.
     


                                   Very truly yours,

                                   Stephen P. Tooley
                                   Vice-President & Comptroller


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February 24, 1995
The Prudential Series Fund, Inc.


Calculation of Fee:

Aggregate dollar amount of shares sold                 $ 3,047,577,410.00

Dollar amount of shares sold (other than Rule 24f-2 securities)  $  -0-  

Dollar amount of shares redeemed                       $   524,752,018.00 

Credit previously applied pursuant to 24e-2(a)         $            -0- 

Fee at 1/29 of 1% or not less than $100.00            *$           100.00


*  The shares of The Prudential Series Fund, Inc. are sold only to Separate
Accounts of The Prudential Insurance Company of America or of its wholly-owned
life insurance company subsidiaries, and therefore, the minimum fee is
payable.


<PAGE>



                              SHEA & GARDNER
                      1800 MASSACHUSETTS AVENUE, N.W.
                          WASHINGTON, D.C.  20036

                              (202) 828-2000
                            TELEX NO:  89-2399
                        TELECOPIER:  (202) 828-2195


                                   February 27, 1995


The Prudential Series Fund, Inc.
213 Washington St.
Newark, N.J.  0702

     Re:  Registration No.  2-80896

Ladies and Gentlemen:

     We have served as counsel to The Prudential Series Fund, Inc. ("The Fund")
in connection with the registration with the Securities and Exchange Commission
of an indefinite number of securities pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended.  The Fund is preparing to file a
Rule 24f-2 Notice with the Commission pursuant to which the registration of
$3,047,577,410 worth of such securities issued during the year ended     
December 31, 1994 is made definite.

     Based on our examination of the relevant documents contained in
The Fund's registration statement, and in reliance upon certain exhibits in
that registration statement, and assuming that the securities were issued in
accordance with the terms described in that registration statement,
that The Fund received payment for the securities, and that any appropriate
action was taken to qualify the sale of the securities under applicable state
laws, we are of the opinion that the securities are valid, legal and binding
obligations of The Fund in accordance with their terms and
are nonassessable.

We consent to the filing of this opinion, in connection with the Rule 24f-2
Notice, with the Securities and Exchange Commission.

                                   Very truly yours,

                                   SHEA & GARDNER

                                   By:  Christopher E. Palmer







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