June 22, 1994
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Rule 24f-2 Notice for Prudential Municipal Bond Fund
(File No. 33-10649)
Ladies and Gentlemen:
This Notice is filed on behalf of Prudential Municipal Bond
Fund, pursuant to the requirements of Rule 24f-2 under the
Investment Company Act of 1940.
1. Fiscal year for which notice is filed: 4/30/94.
2. Number of shares registered under the Securities Act of
1933 other than pursuant to Rule 24f-2 but which remained
unsold as of beginning of the fiscal year, 5/1/93: None.
3. The number of shares registered during the fiscal year
ended 4/30/94 other than pursuant to Rule 24f-2: None.
4. The number of shares sold during the fiscal year ended
4/30/94: 47,016,238.
5. The number of shares sold during the fiscal year ended
4/30/94 in reliance upon Rule 24f-2: 47,016,238.
Pursuant to the requirements of Rule 24f-2 there is enclosed
the required opinion of counsel. The amount of $36,746.65 has been
forwarded to you via wire transfer.
Very truly yours,
S. Jane Rose
Secretary
SJR:ln
Enclosure
*Calculation of Fee No. of Shares Dollar Amount
Shares sold 47,016,238 $534,365,005
Shares redeemed (37,869,723) (427,800,472)
Net Sales for
calculation of fee $106,564,533
Fee at 1/29 of 1% $36,746.65
June 24, 1994
Prudential Mutual Fund
Management, Inc.
One Seaport Plaza
New York, New York 10292
Re: Prudential Municipal Bond Fund -
Rule 24f-2 Notice for Fiscal Year
Ended April 30, 1994
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 (the "Notice")
under the Investment Company Act of 1940, as amended, for the fiscal year
ended April 30, 1993, being filed by Prudential Municipal Bond Fund
(formerly "Prudential-Bache Municipal Bond Fund"), a trust with transfer-
able shares (the "Fund"), established under Massachusetts law pursuant to
a Declaration of Trust dated November 3, 1986, as amended March 1, 1991,
and supplemented by Certificates of Designation dated March 12, 1987 and
December 18, 1989 (as so amended and supplemented, the "Declaration").
We have reviewed the actions taken by the Trustees of the Fund to
organize the Fund and to authorize the issuance and sale of shares of
beneficial interest, par value $.01 per share (the Shares"), of the several
series 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 In-
formation included in the Fund's Registration Statement on Form N-1A, cer-
tificates 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 Massachusetts law:
1. The Fund is validly existing as a trust with trans-
ferable 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 April 30, 1994 (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 out-
standing at April 30, 1994, were fully paid and non-as-sess-
able 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 assessment 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 Secu-
rities 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
