February 22, 1994
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Rule 24f-2 Notice for Prudential Structured
Maturity Fund (File No. 811-5594)
Ladies and Gentlemen:
This Notice is filed on behalf of Prudential Structured
Maturity Fund pursuant to the requirements of Rule 24f-2 under the
Investment Company Act of 1940.
1. Fiscal year for which notice is filed: 12/31/93.
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, 1/1/93: None.
3. The number of shares registered during the fiscal year
ended 12/31/93 other than pursuant to Rule 24f-2: None.
4. The number of shares sold* during the fiscal year ended
12/31/93: 12,925,587.
5. The number of shares sold during the fiscal year ended
12/31/93 in reliance upon Rule 24f-2: 12,925,587.
Pursuant to the requirements of Rule 24f-2 there is enclosed
the required opinion of counsel.
Very truly yours,
S. Jane Rose
Secretary
SJR:ln
Enclosure
*Calculation of Fee No. of Shares Dollar Amount
Shares sold 12,925,587 $154,384,212
Shares redeemed (3,423,716) (40,926,653)
Net Sales for
calculation of fee 9,501,871 $113,457,559
Fee at 1/29 of 1% $39,123.57
February 17, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Prudential-Bache Structured Maturity Fund, Inc.
Rule 24f-2 Notice to Form N-1A Registration
Statement
1933 Act File No. 33-22363
1940 Act File No. 811-5594
Ladies and Gentlemen:
As counsel for Prudential-Bache Structured Maturity Fund,
Inc., d/b/a Prudential Structured Maturity Fund, a Maryland
corporation (the "Fund"), we have examined the proceedings taken
and being taken with respect to the Notice filed by the Fund
pursuant to Rule 24f-2 under the Investment Company Act of 1940
(the "Act"), making definite in number the shares registered
pursuant to that Rule for the fiscal year ended December 31, 1993.
We have examined all instruments, documents and records which,
in our opinion, were necessary of examination for the purpose of
rendering this opinion. Based upon such examination, we are of the
opinion that the 12,925,587 shares of common stock, $.01 par value
per share, which were registered in indefinite number pursuant to
Rule 24f-2 under the Act, were, when issued by the Fund, validly
authorized and issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion pursuant to
Rule 24f-2 and to the reference to us in the Notice filed herewith.
Very truly yours,
Gardner, Carton & Douglas
PHD/HJM:dmh
