August 29, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for the Prudential Special Money
Fund - Money Market Series
File No. 811-5951
Ladies and Gentlemen:
This Notice is filed on behalf of the Prudential Special Money
Fund -- Money Market Series pursuant to the requirements of Rule
24f-2 under the Investment Company Act of 1940.
1. Fiscal year for which notice is filed: 6/30/94.
2. Number of shares registered under the Securities Act of
1933 other than pursuant to Rule 24f-2 but which remained
unsold as of the beginning of the fiscal year 7/1/94:
None.
3. The number of shares registered during the fiscal year
ended 6/30/94 other than pursuant to Rule 24f-2: None.
4. The number of shares sold* during the fiscal year ended
6/30/94: 1,787,429,467.
5. The number of shares sold during the fiscal year ended
6/30/94 in reliance upon Rule 24f-2: 1,787,429,467.
Pursuant to the requirements of Rule 24f-2, a fee in the
amount of $97,618.33 has been paid in connection with this filing.
I have enclosed the required opinion of counsel.
Yours truly,
S. Jane Rose
Secretary
SJR/jng
Enclosures
*Calculation of Fee No. of Shares Dollar Amount
Shares sold 1,787,429,467 $ 1,787,429,467
Shares redeemed (1,504,338,300) $(1,504,338,300)
Net of sales for
calculation of fee 283,091,167 $ 283,091,167
Fee at 1/29 of 1% $ 97,618.33
August 29, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Prudential Special Money Market Fund
(Money Market Series)
Securities Act No. 33-31603
Investment Company Act No. 811-5951
Ladies and Gentlemen:
On behalf of Prudential Special Money Market Fund (the Fund)
enclosed for filing, under the Investment Company Act of 1940, are:
(1) The Rule 24f-2 Notice for the Fund; and
(2) Opinion of counsel to the Fund.
These documents are being filed using the EDGAR System.
If you have any questions relating to the foregoing, please
call the undersigned at (212) 214-3118.
Yours truly,
Domenick Pugliese
Assistant Secretary
DP/jng
Enclosures
GARDNER, CARTON & DOUGLAS
Suite 3400-Quaker Tower
321 North Clark Street
Chicago, Illinois 60610-4795
(312) 644-3000
August 25, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Prudential-Bache Special Money Market Fund, Inc.
(d/b/a Prudential Special Money Market Fund), Money
Market Series
Rule 24f-2 Notice to Form N-1A Registration Statement,
File No. 811-5951
Ladies and Gentlemen:
As counsel for Prudential-Bache Special Money Market Fund,
Inc., d/b/a Prudential Special Money Market 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 June 30, 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 1,787,429,466 shares of common stock, $.001 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
PHD/KJF/cav
