PRUDENTIAL NATURAL RESOURCES FUND, INC.
Gateway Center Three, 9th Floor
100 Mulberry Street
Newark, New Jersey 07102-4077
July 24, 1997
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Rule 24f-2 Notice for
Prudential Natural Resources Fund, Inc.
(File No. 811-5206)
On behalf of Prudential Natural Resources Fund, Inc., 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 been filed using the EDGAR system. A filing fee in
the amount of $8,512 has been wired to the Fund's account at Mellon Bank.
If you have any questions relating to the foregoing, please call the
undersigned at (201)367-7530.
Very truly yours,
/s/ S. Jane Rose
S. Jane Rose
Secretary
Enclosures
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 Natural Resources Fund, Inc.,
Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102-
4077.
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 shares.
3. Investment Company Act File Number: 811-5206.
Securities Act File Number: 33-15166.
4. Last day of fiscal year for which this notice is filed: May 31, 1997.
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: None/ $0
9. Number and aggregate sale price of securities sold during the fiscal
year: 9,664,052 /$157,849,894
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2: 9,664,052
/$157,849,894
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): 1,006,935 /$15,354,101
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): $157,849,894
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): +$15,354,101
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): -$145,113,780
(iv) Aggregate price of shares redeemed or
repurchased and previously applied
as a reduction to filing fees
pursuant to rule 24e-2
(if applicable): +
(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): $28,090,215
(vi) Multiplier prescribed by section
6(b) of the Securities Act of 1933
or other applicable law or regulation
(see instruction C.6): x1/3300
(vii) Fee due [line (i or line (v)
multiplied by line (vi)]: $8,512
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: July 23, 1997
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: July 24, 1997
SULLIVAN & CROMWELL
NEW YORK TELEPHONE: (212) 558-4000
TELEX: 62694 (INTERNATIONAL) 127816 (DOMESTIC)
CABLE ADDRESS: LADYCOURT, NEW YORK
FACSIMILE: (212) 558-3588 (125 Broad Street)
(212) 558-1139 (250 Park Avenue)
125 BROAD STREET, NEW YORK 10004-2498
______
375 PARK AVENUE, NEW YORK 10152
1701 PENNSYLVANIA AVE, N.W. WASHINGTON, D.C. 20006-5805
444 SOUTH FLOWER STREET, LOS ANGELES 90071-2901
8, PLACE VENDOME, 75001 PARIS
ST. OLAVE'S HOUSE, 9a IRONMONGER LANE, LONDON EC2V 8EY
101 COLLINS STREET, MELBOURNE 3000
2-1, MARUNOUCHI I-CHOME, CHIYODA-KU, TOKYO 100
NINE QUEEN'S ROAD, CENTRAL, HONG KONG
July 24, 1997
Prudential Natural Resources Fund, Inc.,
Gateway Center Three,
100 Mulberry Street,
Newark, New Jersey 07102-4077.
Dear Sirs:
You have requested our opinion in connection with the notice which you
propose to file pursuant to Rule 24f-2 under the Investment Company Act of 1940
with respect to 9,664,052 shares of your Common Stock, $.01 par value (the
"Shares").
As your counsel, we are familiar with your organi zation and corporate
status and the validity of your Common Stock.
We advise you that, in our opinion, the Shares are legally and validly
issued, fully paid and nonassessable.
The foregoing opinion is limited to the Federal laws of the United
States and the General Corporation Laws of the State of Maryland, and we are
expressing no opinion as to the effect of the laws of any other jurisdiction.
<PAGE>
Prudential Natural Resources Fund, Inc. -2-
We have relied as to certain matters on informa tion obtained from
public officials, your officers and other sources believed by us to be
responsible. We consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the notice referred to above. In giving
such consent, we do not thereby admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933.
Very truly yours,
/s/ SULLIVAN & CROMWELL
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SULLIVAN & CROMWELL
