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., 100 Mulberry Street, Gateway Center
Three, Newark, New Jersey 07102-4077.
2. Name of each series or class of funds for which this Form is
filed (If the Form is being filed for all series and classes of
securities of the issuer, check the box but do not list series or
classes):
[X]
3. Investment Company Act File Number: 811-3712.
Securities Act File Number: 2-82976.
4(a).Last day of fiscal year for which this Form is filed:
February 28, 1999.
(b).[ ] Check box if this Form is being filed late (i.e.
more
than 90 calendar days after the end of the issuer's
fiscal year). (See Instruction A.2)
Note: If the Form is being filed late, interest must be paid
on the registration fee due.
4(c).[ ] Check box if this is the last time the issuer will
be filing this Form
5. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year pursuant
to section 24(f): $ 0
(ii) Aggregate price of securities redeemed
or repurchased during the fiscal year
(if applicable): $337,598,735
(iii) Aggregate price of securities redeemed
or repurchased during any prior fiscal
year ending non earlier than October 11,
1995 that were not previously used to
reduce registration fees payable to the
Commission. $474,463,599
(iv)Total available redemption credits
[add items 5(ii) and 5(iii). $812,062,334
(v)Net sales - If item 5(i) is greater
than Item 5(iv) [subtract item 5(iv)
from item 5(I). $ 0
(vi) Redemption credits available for use
in future years.
-if item 5(i) is less than item 5(iv)
[subtract item 5(i) from item (5(iv)] $812,062,334
(vii) Multiplier for determining registration
fee (See instuction C.9): x .000278
(viii) Registration fee due [multiply item 5(v)
by item 5(vii)] enter "0" if no fee is
due. =$ 0
6. Prepaid Shares
If the response to item 5(i) was determined by
deducting an amount of securities that were registered
under the Securities Act of 1933 pursuant to rule 24e-2
as in effect before [effective date of rescission
of rule 24e- 2], then report the amount of securities
(number of shares or other units) deducted
here:47,912,359. If there is a number of shares or
other units that were registered pursuant to
rule 24e-2 remaining unsold at the end of the fiscal
year for which this form is filed that are available for
use by the issuer in future fiscal years, then
state that number here:82,155,672.
7. Interest due - if this Form is being filed
more than 90 days after the end of the of
the issuer's fiscal year (See Instruction D):+$ 0
8. Total amount of the registration fee due
plus any interest due [line 5(viii)plus
line 7]: =$ 0
9. Date the registration fee and any interest
payment was
sent to the Commission's lockbox depository:
Method of Delivery:
[ ] Wire Transfer
[ ] Mail or other means
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/ Deborah A. Docs
Secretary
Date May 24, 1999
