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 Government Income Fund, Inc.,
Three Gateway Center, Newark, New Jersey 07102.
2. Name of each series or class of funds for which this notice is
filed: The Fund offered four classes of shares designated Class A,
Class B, Class C and Class Z during the fiscal year ended February
28, 1997.
3. Investment Company Act File Number: 811-3712.
Securities Act File Number: 2-82976.
4. Last day of fiscal year for which this notice is filed: February 28,
1997.
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:
137,987,741/$1,222,592,748.
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2: 8,435,404/$82,270,251.
9. Number and aggregate sale price of securities sold during the
fiscal year: 37,287,210/$328,469,037.
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
37,287,210/$328,469,037.
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): 6,584,176/$57,955,409.
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): $328,469,037
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): +$57,955,409
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): (527,409,584)
(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): (140,985,138)
(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).
[ ]
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 April 28, 1997
GIF-497.NOT
Prudential Government Income Fund, Inc.
April 23, 1997
Page 2
56852-2 ~ 01595-1 ~ 04/24/97 ~ 08:06 pm
Shereff, Friedman, Hoffman & Goodman, LLP
919 Third Avenue
New York, New York 10022-9998
(212) 758-9500
April 23, 1997
Prudential Government Income Fund, Inc.
Gateway Center Three
100 Mulberry Street, 9th Floor
Newark, New Jersey 07102
Dear Sirs:
Prudential Government Income Fund, Inc. (the "Fund"), a Maryland
corporation, is filing with the Securities and Exchange Commission (the
"Commission") a Rule 24f-2 Notice (the "Rule 24f-2 Notice") containing the
information contained in paragraph (b)(1) of Rule 24f-2 under the Investment
Company Act of 1940, as amended (the "Rule"). The effect of the Rule 24f-2
Notice, when accompanied by the filing fee, if any, payable as prescribed by
paragraph (c) of the Rule, and by this opinion, will be to make definite in
number the number of shares sold by the Fund during the fiscal year ended
February 28, 1997 in reliance upon the Rule (the "Rule 24f-2 Shares").
We have, as counsel to the Fund, participated in various proceedings
relating to the Fund and to the Rule 24f-2 Shares. We have examined copies,
either certified or otherwise proven to our satisfaction to be genuine, of the
Fund's Articles of Incorporation and By-laws, as currently in effect, the
minutes of meetings of its Board of Directors and a certificate dated April 22,
1997, issued by the Department of Assessments and Taxation of the State of
Maryland, certifying the existence and good standing of the Fund. We have also
reviewed the form of the Rule 24f-2 Notice being filed by the Fund. We are
generally familiar with the business affairs of the Fund.
The Fund has advised us that the Rule 24f-2 Shares were sold in the
manner contemplated by the prospectus of the Fund current at the time of each
sale, and that the Rule 24f-2 Shares were sold in number within the limits
prescribed by the Fund's Articles of Incorporation for consideration not less
than the par value thereof and the net asset value thereof as required by the
Investment Company Act of 1940, as amended.
Based upon the foregoing, it is our opinion that:
1. The Fund has been duly organized and is legally existing under the
laws of the State of Maryland.
2. The Fund is authorized by its Articles of Incorporation to issue two
billion (2,000,000,000) shares of common stock, par value $.01 per
share. Under Maryland law, (i) the Board of Directors of the Fund may
increase or decrease the number of shares that the Fund has authority
to issue, and (ii) shares which were issued and which have
subsequently been redeemed by the Fund are, by virtue of such
redemption, restored to the status of authorized and unissued shares.
3. The Rule 24f-2 Shares were legally issued and are fully paid and non-
assessable.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission together with the Rule 24f-2 Notice of the Fund, and to
the filing of this opinion under the securities laws of any state.
We are members of the Bar of the State of New York and do not hold
ourselves out as being conversant with the laws of any jurisdiction other than
those of the United States of America and the State of New York. We note that
we are not licensed to practice law in the State of Maryland, and to the extent
that any opinion herein involves the law of Maryland, such opinion should be
understood to be based solely upon our review of the documents referred to
above, the published statutes of the State of Maryland and, where applicable,
published cases, rules or regulations of regulatory bodies of that State.
Very truly yours,
/s/ Shereff, Friedman, Hoffman & Goodman, LLP
Shereff, Friedman, Hoffman & Goodman, LLP
SFH&G:MKN:JLS:MGM:jlk
PRUDENTIAL GOVERNMENT INCOME FUND, INC.
Gateway Center Three
Newark, New Jersey 07102
April , 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Prudential Government Income Fund, Inc.
File Nos. 2-82976 and 811-3712
Ladies and Gentlemen:
On behalf of Prudential Government Income Fund, Inc. enclosed for
filing under the Investment Company Act of 1940 are:
(1) One copy of the Rule 24f-2 Notice; and
(2) Opinion of counsel to the Fund.
These documents have been filed using the EDGAR system.
If you have any questions relating to the foregoing, please call the
undersigned at (201) 367-7521.
Very truly yours,
1
/s/ Deborah A. Docs
Deborah A. Docs
Assistant Secretary
Enclosures
cc: Joel Goldberg
(Shereff, Friedman, Hoffman & Goodman)
GIF-497.ltr
_______________________________
1/s/ Deborah A. Docs
