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 U.S. Government Fund, One
Seaport Plaza, New York, New York 10292.
2. Name of each series or class of funds for which this notice is
filed: Class A, Class B and Class C shares.
3. Investment Company Act File Number: 811-4457.
Securities Act File Number: 33-01332.
4. Last day of fiscal year for which this notice is filed: October 31,
1995.
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: None/$0
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2: 2,764,214/$26,004,283.98
9. Number and aggregate sale price of securities sold during the fiscal
year: 2,517,560/$24,134,699
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
2,517,560/$24,134,699
<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):
509,533/$4,914,468
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): $24,134,699
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): + 4,914,468
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): -47,695,277
(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): (18,646,110)
(vi) Multiplier prescribed by section
6(b) of the Securities Act of 1933
or other applicable law or regulation
(see instruction C.6): X 1/2900
(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:
<PAGE>
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 December 26, 1995
USF/24f-1295.NOT
PRUDENTIAL U.S. GOVERNMENT FUND
One Seaport Plaza
New York, New York 10292
December 26, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Prudential U.S. Government Fund
File Nos. 33-01332 and 811-4457
Ladies and Gentlemen:
On behalf of Prudential U.S. Government Fund enclosed for filing, under the
Investment Company Act of 1940, are:
(1) the Form 24f-2 for the Fund; and
(2) an opinion of counsel to the Fund.
These documents are being filed electronically via the EDGAR System.
If you have any questions relating to the foregoing, please call the
undersigned at (212) 214-3118.
Yours truly,
/s/ Ellyn C. Acker
Ellyn C. Acker
Assistant Secretary
Enclosures
USF/24f2-95.ltr
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 Third Avenue
New York, New York 10022-9998
(212) 758-9500
December 26, 1995
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, 1995 in reliance upon the Rule (the
"Rule 24f-2 Shares").
We have served as counsel to the Fund since inception. 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
18, 1995 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 Declaration of Trust 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
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