December 18, 1996
Securities and Exchange
Commission
450 Fifth Street, NW
Washing
ton, DC
20549
Re:
Rule
24f-2
Notice
for
Prudent
ial
Equity
Income
Fund
(File
No. 811-
4864)
On behalf of
Prudential Equity
Income Fund,
enclosed for filing
under the
Investment Company
Act of 1940 are:
(1) One copy of
the Rule 24f-2 Notice;
and
(2) Opinion of
counsel to the Fund.
These documents have
also been filed using
the EDGAR system. Fees
in the amount of $13,756
have been sent to the
Fund's
lockbox effective
December 17, 1996.
Very truly
yours,
/s/ Marguerite E. H.
Morrison Marguerite E.H.
Morrison Assistant
Secretary
MM/ln
Enclosures
U.S.
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual
Notice
of
Securit
ies
Sold
Pursuan
t to
Rule
24f-2
Read instructions at
end of Form before
preparing Form.
Please print or type.
1. Name and
address of issuer:
Prudential Equity
Income
Fund, Gateway Center
Three, Newark, NJ
07102.
2. Name of
each series or class
of funds for which
this
notice is filed: The Fund offers
four classes of shares designated
Class A, Class B, Class C and
Class Z.
3. Investment Company Act File
Number: 811-4864.
Securities Act File Number:
33-9269.
4. Last day of fiscal year for
which this notice is filed:
October 31, 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: None
8. Number and amount of
securities registered during the
fiscal year other than pursuant to
rule 24f-2: None
9. Number and aggregate sale
price of securities sold during
the fiscal year:
26,261,748.018/$394,370,475
10. Number and aggregate sale
price of securities sold during
the fiscal year in reliance upon
registration pursuant to rule 24f-
2: 26,261,748.018/$394,370,475
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):
5,709,383.870/$83,809,013
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): $394,370,475 (ii)
Aggregate price of shares issued in
connection with
dividend reinvestment
plans (from
item 11, if
applicable):
+$83,809,013
(iii) Aggregate
price of shares
redeemed or
repurchased during the
fiscal year
(if applicable):
- -$432,785,961
(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):
$45,393,527
(vi) Multiplier prescribed
by section
6(b) of the
Securities Act of 1933
or other
applicable law or regulation
(see instruction
C.6): x 1/3300
(vii) Fee due [line (i)
or line (v)
multiplied by line
(vi)]: $13,756
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).
[X]
Date of mailing or wire transfer
of filing fees to the
Commission's lockbox depository:
December 17, 1996
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 18, 1996
Boston
December 18, 1996
Prudential Mutual Fund
Management
LLC
Gateway
Center
Three
100
Mulberry
Street, 9th
floor
Newark, New
Jersey
07102-4077
Re: Prudential Equity Income Fund -
Rule 24f-2 Notice for Fiscal Year
Ended October 31, 1996
Ladies and Gentlemen:
You have requested our opinion as to certain matters of
Massachusetts law in connection
with the Notice pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended (the "Notice"), for the fiscal
year ended October 31, 1996, being filed by Prudential Equity
Income Fund (formerly "Prudential-Bache Equity Income Fund"), a
trust with transferable shares (the "Fund"), established under
Massachusetts law pursuant to a Declaration of Trust dated
September 18, 1986,
as amended by Amendments dated November 6, 1986, January 11,
1990, and March 1, 1991, as amended and restated by an Amended
and Restated Declaration of Trust dated August 16, 1994, as
further amended by an Amendment dated December 14, 1995, and as
supplemented by a Certificate of Designation of Series dated
January 11, 1990, as amended and restated by an Amended and
Restated Certificate of Designation of Series dated July 27, 1994
(as so amended, amended and restated, further amended, and
supplemented, the "Declaration").
We have reviewed the actions taken by the Trustees of the Fund to
organize the Trust and
to authorize the issuance and sale of the several series of
shares of beneficial interest, par value $.01 per share (the
"Shares"), authorized by the Declaration. In this connection we
have examined and
are familiar with the Declaration, the By-laws of the Fund, the
Notice, the most recent forms of the Prospectus and the Statement
of Additional Information included in the Fund's Registration
Statement on Form N-1A, the records of the actions of the
Trustees of the Fund to organize the Fund and to authorize the
issuance of Shares, certificates of Trustees and officers of the
Fund and of public officials as to other matters of fact, and
such questions of law and fact, as we have considered necessary
or appropriate for purposes of the opinions expressed herein. We
have assumed the
genuineness of the signatures on, and the authenticity of, all
documents furnished to us, and the conformity to the originals of
documents submitted to us as copies, which we have not
independently verified.
Based upon and subject to the foregoing, we hereby advise you
that, in our opinion, under
the laws of The Commonwealth of Massachusetts:
1. The Fund is validly existing as a trust with transferable
shares of the type
commonly called a Massachusetts business trust.
2. The Fund is authorized to issue an unlimited number of
Shares; the Shares of each
series issued by the Fund during the fiscal year ended
October 31, 1996 (the "Issued
Shares") were duly and validly authorized by all requisite action
of the Trustees of the Fund,
and no action of shareholders of the Fund was required in
such connection.
3. The Issued Shares were validly and legally issued by the
Fund, and all of the
Issued Shares which remained outstanding at October 31, 1996
were fully paid and non-as-
sessable by the Fund.
With respect to the opinion stated in paragraph 3 above, we wish
to point out that the
shareholders of a Massachusetts business trust may under some
circumstances be subject to assess-
ment at the instance of creditors to pay the obligations of such
trust in the event that its assets are insufficient for the
purpose.
This letter expresses our opinions as to the provisions of the
Declaration and the laws of
Massachusetts applying to business trusts generally, but does not
extend to the Massachusetts Securities Act, or to federal
securities or other laws.
We hereby consent to the filing of this opinion with the
Securities and Exchange
Commission in connection with the Notice, but we do not thereby
concede that we come within the category of persons whose consent
is required under Section 7 of the Securities Act of 1933, as
amended.
Very truly yours,
SULLIVAN & WORCESTER LLP
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