PRUDENTIAL SERIES FUND INC
24F-2NT, 1997-02-28
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                                   FORM 24F-2
            [Adopted in Release No. IC-21332((ParagraphMark)85,650),
                    effective October 10, 1995, 60 FR 47071.]

            ANNUAL NOTICE OF SECURITIES SOLD PURSUANT TO RULE 24F-2

                    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:

                        THE PRUDENTIAL SERIES FUND, INC.
                              213 Washington Street
                             Newark, N.J. 07102-2992
- --------------------------------------------------------------------------------
2.  Name of each series or class of funds for which this notice is filed:

                        Money Market Portfolio
                        Diversified Bond Portfolio
                        Government Income Portfolio
                        Zero Coupon Bond 2000 Portfolio
                        Zero Coupon Bond 2005 Portfolio
                        Conservative Balanced Portfolio
                        Flexible Managed Portfolio
                        High Yield Bond Portfolio
                        Stock Index Portfolio
                        Equity Income Portfolio
                        Equity Portfolio
                        Prudential Jennison Portfolio
                        Small Capitalization Stock Portfolio
                        Global Portfolio
                        Natural Resources Portfolio

- --------------------------------------------------------------------------------
3.  Investment company Act File Number:       811-3623

    Securities Act File Number:               2-80896

- --------------------------------------------------------------------------------
4.  Last day of fiscal year for which this notice if filed:

                                                             12/31/96

- --------------------------------------------------------------------------------
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
    24-f-2 declaration:
                                                                         [ ]

- --------------------------------------------------------------------------------
6.  Date of termination of issuer's declaration under rule 24f-2(a)(1), if
    applicable (see Instruction A.6):

                                       N/A
- --------------------------------------------------------------------------------
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:

                                       -0-

- --------------------------------------------------------------------------------
8.  Number and amount of securities registered during the fiscal year other than
    pursuant to rule 24f-2:

                                       -0-

- --------------------------------------------------------------------------------
9.  Number and aggregate sale price of securities sold during the fiscal year:

                                       -0-

- --------------------------------------------------------------------------------
10. Number and aggregate sale price of securities sold during the fiscal year in
    reliance upon registration pursuant to rule 24f-2:

                                       -0-

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

<PAGE>

- --------------------------------------------------------------------------------
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):

                                       -0-

- --------------------------------------------------------------------------------
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):
                                                          $      0
                                                           ---------------------

   (ii) Aggregate price of shares issued in connection with dividend
        reinvestment plans (from Item 11, if applicable):
                                                          +      0
                                                           ---------------------

  (iii) Aggregate price of shares redeemed or repurchased during the fiscal
        year (if applicable):
                                                          -       0
                                                           ---------------------

   (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 on rule 24f-2 [line (i), less line (iii), plus
        line (iv)] (if applicable):                    
                                                                  0
                                                           ---------------------

   (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
                                                             -------------------

 (ivii) Fee due [line (i) or line (v) multiplied by line (vi)]:
                                                                  0
                                                           =====================

INSTRUCTION: 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).
                                                                         [ ]

    Date of mailing or wire transfer of filing fees to the Commission's
    lockbox depository:

                                      N/A

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

                                   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.


By (Signature and Title)*               /s/ THOMAS A. EARLY
                         -------------------------------------------------------
                                               Secretary
                         -------------------------------------------------------


Date       2/28/97
    ---------------------

 * Please print the name and title of the signing officer below the signature.





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

                                 (202) 828-2000
                               Fax: (202) 828-2195


                                                       February 24, 1997

The Prudential Series Fund, Inc.
213 Washington Street
Newark, N.J.  07102


         Re: Registration No. 2-80896
             ------------------------

Ladies and Gentlemen:

     We have served as counsel to The Prudential Insurance Company of America in
connection with the registration with the Securities and Exchange Commission of
an indefinite number of securities issued by The Prudential Series Fund, Inc.
(the "Fund") pursuant to Rule 24f-2 under the Investment Company Act of 1940, as
amended. The Fund is preparing to file a Form 24F-2 with the Commission pursuant
to which the registration of all securities the Fund issued during the year
ended December 31, 1996 is made definite. All securities sold by the Fund were
sold to unmanaged separate accounts offering interests in those accounts that
are registered under the Securities Act of 1933 and on which a registration fee
has been or will be paid. Accordingly, the Form 24F-2 lists zero under Item 9
based on the Commission's position referenced in Instruction B.5. to the Form.

     Based on our examination of the relevant documents contained in the Fund's
registration statement, and in reliance upon certain exhibits to that
registration statement, and assuming that the securities were issued in
accordance with the terms described in the 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 the opinion, in connection with Form 24F-2,
with the Securities and Exchange Commission.



                                            Yours truly,


                                            SHEA & GARDNER


                                            By:  Christopher E. Palmer




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