February 27, 1995
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Rule 24f-2 Notice for Prudential Structured
Maturity Fund, Inc. (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: 12/31/94.
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, 1/1/94: None.
3. The number of shares registered during the fiscal year ended 12/31/94
other than pursuant to Rule 24f-2: None.
4. The number of shares sold* during the fiscal year ended 12/31/94:
6,337,139.
5. The number of shares sold during the fiscal year ended 12/31/94 in
reliance upon Rule 24f-2: 6,337,139.
Pursuant to the requirements of Rule 24f-2 there is enclosed the required
opinion of counsel.
Very truly yours,
/s/S. Jane Rose
S. Jane Rose
Secretary
SJR:ln
Enclosure
*Calculation of Fee No. of Shares Dollar Amount
Shares sold 6,337,139 $72,429,837
Shares redeemed (7,239,813) (82,068,466)
Net Sales for
calculation of fee (902,674) $(9,638,629)
Fee at 1/29 of 1% $ 0
GARDNER, CARTON & DOUGLAS
SUITE 3400 - QUAKER TOWER
321 NORTH CLARK STREET
CHICAGO, ILLINOIS 60610-4795
(312) 644-3000
TELECOPIER: (312) 644-3381
February 24, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Prudential 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 Structured Maturity Fund, Inc., 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, 1994.
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
6,337,139 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,
/s/ Gardner, Carton & Douglas
GARDNER, CARTON & DOUGLAS
PHD/HJM:dmh
