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: January
19, 1996.
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: 2,764,214/$26,004,283.98
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2: None/$0
9. Number and aggregate sale price of securities sold during the
fiscal year: 78,707/$813,932
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
78,707/$813,932
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):
119,977/$1,243,940
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): $ 813,932
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): +1,243,940
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): -5,995,927
(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): (3,938,055)
(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:
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 February 29, 1996
USF/24f-296.NOT
Prudential U.S. Government Fund
February 29, 1996
Page 3
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 Third Avenue
New York, New York 10022-9998
(212) 758-9500
February 29, 1996
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 required by 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. 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 January 19, 1996 in reliance upon the Rule (the "Rule 24f-2 Shares"). We
have been advised that pursuant to the consummation of the reorganization of the
Fund on January 19, 1996, the Fund ceased operations as of such date, and
therefore such date was the last day of the Fund's most recent fiscal year.
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 of recent
date issued by the Secretary of State of the Commonwealth of Massachusetts 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 for a consideration not less than
the par value thereof and 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:MKN:JLS:KLJ:me
PRUDENTIAL U.S. GOVERNMENT FUND
One Seaport Plaza
New York, New York 10292
February 29, 1996
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 (the "Act"), are:
(1) the Form 24f-2 for the Fund; and
(2) an opinion of counsel to the Fund.
Please note that Prudential U.S. Government Fund ceased operations on
January 19, 1996, and thus this Form 24f-2 is being filed for the Fund's fiscal
year ended January 19, 1996, in accordance with Rule 24f-2(b)(3) under the Act.
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/24f2-96.ltr
