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Prudential U.S. Government Fund
Supplement dated October 2, 1995
to Prospectus dated January 3, 1995
The Trustees of Prudential U.S. Government Fund (the Fund) have recently
approved a proposal to sell the Fund's assets and liabilities for shares of the
Prudential Government Income Fund, Inc. Class A, Class B and Class C shares of
the Fund would be exchanged at net asset value for Class A, Class B and Class C
shares, respectively, of equivalent value of Prudential Government Income Fund,
Inc.
The transaction has also been approved by the Prudential Government Income
Fund, Inc. Board of Directors and is subject to approval by the U.S. Government
Fund's shareholders. It is anticipated that the proxy statement/prospectus
relating to the proposed transaction will be mailed to Fund shareholders in
November 1995.
Under the terms of the proposal, Fund shareholders would become shareholders
of Prudential Government Income Fund, Inc. No sales charges would be imposed on
the proposed transfer. The Fund anticipates obtaining an opinion of its counsel
that no gain or loss for federal income tax purposes would be recognized by Fund
shareholders as a result of the proposed transaction.
Effective immediately, the Fund will no longer accept purchase orders for
its Class A, Class B or Class C shares, except for purchases by certain
Retirement and Employee Plans (excluding IRA accounts). Existing shareholders
may continue to acquire shares through dividend reinvestment. The current
exchange privilege of obtaining shares of other Prudential Mutual Funds and the
current redemption privilege for Fund shareholders will remain in effect.
Notwithstanding the above exceptions, no shares may be acquired by any means
beginning four days prior to the date of closing of the proposed reorganization.
Prudential Government Income Fund, Inc.'s investment objective is to seek a
high current return. There can be no assurance that the fund will achieve its
investment objective.
MF128C-2
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