December 27, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Prudential U.S. Government Fund
File No. 33-01332
Ladies and Gentlemen:
This Notice is filed on behalf of Prudential U.S. Government Fund, pursuant
to the requirements of Rule 24f-2 under the Investment Company Act of 1940.
1. Fiscal period end for which notice is filed: October 31, 1994.
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 period: None.
3. The number of shares registered during the fiscal period ended October
31, 1994 other than pursuant to Rule 24f-2: None.
4. The number of shares sold* during the fiscal period ended October 31,
1994: 4,055,460.
5. The number of shares sold during the fiscal period ended October 31,
1994 in reliance upon Rule 24f-2: 4,055,460.
Pursuant to the requirements of Rule 24f-2, there is enclosed the required
opinion of counsel.
Very truly yours,
/s/ S. Jane Rose
S. Jane Rose
Secretary
Enclosure<PAGE>
*Calculation of Fee No. of Shares Dollar Amount
Shares sold 4,055,460 $39,952,904
Shares redeemed (6,789,340) (65,667,190)
Net of sales for
calculation of fee (2,733,880) $(25,714,286)
Fee at 1/29 of 1% $ -0-
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 Third Avenue
New York, New York 10022-9998
(212) 758-9500
December 27, 1994
Prudential U.S. Government Fund
One Seaport Plaza - 25th Floor
New York, New York 10292
Dear Sirs:
Prudential U.S. Government Fund (the "Fund"), an unincorporated
business trust organized under the laws of the Commonwealth of Massachusetts,
is filing with the Securities and Exchange Commission a Rule 24f-2 Notice (the
"Rule 24f-2 Notice") containing the information specified in paragraph (b)(1)
of Rule 24f-2 under the Investment Company Act of 1940, as amended
(the "Rule"). In its Registration Statement on Form N-1A, the Fund filed the
declaration authorized by paragraph (a)(1) of the Rule to the effect that an
indefinite number of shares of beneficial interest of the Fund, par value
$.01 per share (the "Shares"), was being registered by such Registration
Statement. Such Registration Statement became effective on November 7, 1986.
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 October 31, 1994 in reliance upon the Rule (the "Rule
24f-2 Shares").
We have served as counsel to the Fund since September 1985. We have,
as counsel, participated in various proceedings relating to the Fund and the
Rule 24f-2 Shares. We have examined a Certificate of Good Standing issued by the
Secretary of State of the Commonwealth of Massachusetts dated December 21, 1994
and copies, either certified or otherwise proved to our satisfaction to be
genuine, of the Fund's Declaration of Trust and By-laws, as currently in effect,
the minutes of meetings of its Trustees and other documents relating to its
organization and operation. 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 a consideration not less than 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 Commonwealth of Massachusetts.
2. The Fund is authorized to issue an unlimited number of Shares.
3. The Rule 24f-2 Shares were legally issued and are fully paid and non-
assessable. However, we note that as set forth in the Registration
Statement, the Fund's shareholders might, under certain circumstances,
be liable for transactions effected by the Fund.
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 Commonwealth of Massachusetts, and
to the extent that any opinion expressed herein involves the law of
Massachusetts, such opinion should be understood to be based solely upon our
review of the documents referred to above, the published statutes of that
Commonwealth and, where applicable, published cases, rules or regulations of
regulatory bodies of that Commonwealth.
Very truly yours,
/s/ Shereff, Friedman, Hoffman & Goodman, LLP
Shereff, Friedman, Hoffman & Goodman, LLP
SFH&G:JHG:MKN:LEB:dcj
