February 26, 1997
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)
On behalf of Prudential Structured Maturity 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 also been filed using the EDGAR system.
Please acknowledge receipt of this filing by stamping a copy
of this letter and returning it in the enclosed self-addressed
postage paid envelope.
Very truly yours,
/s/ Deborah A. Docs
Deborah A. Docs
Assistant 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 Structured
Maturity Fund, Inc., Gateway Center Three, Newark, New
Jersey 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: 811-5594.
Securities Act File Number: 33-22363.
4. Last day of fiscal year for which this notice is filed:
December 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): N/A
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: 864,110/$9,928,629.
8. Number and amount of securities registered during the
fiscal year other than pursuant to Rule 24f-2:
2,368,832/$28,473,361
9. Number and aggregate sale price of securities sold
during the fiscal year: 2,292,425/$26,277,338
10. Number and aggregate sale price of securities sold
during the fiscal year in reliance upon registration
pursuant to Rule 24f-2: 2,292,425/$26,277,338
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): 686,019/$7,793,568
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):
$26,277,338
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): +$7,793,568
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): -$65,962,166
(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 on Rule 24f-2
[line (i), plus line (ii), less
line (iii), plus line (iv)]
(if applicable): $0
(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)]: $0
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).
[ ]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: N/A
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: February 26, 1997
GARDNER, CARTON & DOUGLAS
SUITE 3400 - QUAKER TOWER
321 NORTH CLARK STREET
CHICAGO, ILLINOIS 60610-4795
(312) 644-3000
TELECOPIER: (312) 644-3381
February 24, 1997
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, 1996.
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 2,292,425 shares of common stock,
$.01 par value per share, which were registered in indefinite
number and sold in reliance on 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
PHD/KJF/cav
GARDNER, CARTON & DOUGLAS
SUITE 3400 - QUAKER TOWER
321 NORTH CLARK STREET
CHICAGO, ILLINOIS 60610-4795
(312) 644-3000
TELECOPIER: (312) 644-3381
February 24, 1997
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, 1996.
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 2,292,425 shares of common stock,
$.01 par value per share, which were registered in indefinite
number and sold in reliance on 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
PHD/KJF/cav
