April 27, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Rule 24f-2 Notice for
Prudential Government Income Fund, Inc.
(File No. 2-82976) _
Ladies and Gentlemen:
This Notice is filed on behalf of Prudential Government
Income 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: 2/28/95.
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
ended 2/28/95: 86,421,486.
3. The number of shares registered during the fiscal year
ended 2/28/95 other than pursuant to Rule 24f-2:
53,385,407.
4. The number of shares sold during the fiscal year ended
2/28/95: 9,488,764.
5. The number of shares sold* during the fiscal year ended
2/28/95 in reliance upon Rule 24f-2: 9,488,764.
As no shares are being registered with this notice, an
opinion of counsel is not required.
Very truly yours,
/s/ S. Jane Rose
S. Jane Rose
Secretary
*Calculation of Fee No. of Shares Dollar Amount
Shares sold 9,488,764 $81,620,830
Shares redeemed (80,845,641) (681,332,635)
Net of sales for
calculation of fee (71,356,877) (599,711,805)
Fee at 1/29 of 1% $ -0- _
