August 29, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for Prudential Special Money Market
Fund - File No. 811-5951
Ladies and Gentlemen:
This Notice is filed on behalf of Prudential Special Money Fund pursuant to
the requirements of Rule 24f-2 under the Investment Company Act of 1940.
1. Fiscal year for which notice is filed: 6/30/95.
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
6/30/95 other than pursuant to Rule 24f-2: None.
4. The number of shares sold* during the fiscal year ended 6/30/95:
1,731,707,729.
5. The number of shares sold during the fiscal year ended 6/30/95 in
reliance upon Rule 24f-2: 1,731,707,729.
Pursuant to the requirements of Rule 24f-2, a fee in the amount of $ - 0
- - has been paid in connection with this filing.
Yours truly,
/s/ S. Jane Rose
S. Jane Rose
Secretary
Enclosures
*Calculation of Fee No. of Shares Dollar Amount
Shares sold 1,731,707,729 $ 1,731,707,729
Shares redeemed (1,851,454,305) $(1,851,454,305)
Net of sales for
calculation of fee (119,746,576) $ (119,746,576)
Fee at 1/29 of 1% $ - 0 -
August 29, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Prudential Special Money Market Fund
File No. 811-5951
Ladies and Gentlemen:
On behalf of Prudential Special Money Market Fund, the following is a
submission of a Notice and related opinion of counsel pursuant to the
requirements of Rule 24f-2 of the Investment Company Act of 1940. These
documents are being filed via the EDGAR System.
If you have any questions relating to the foregoing, please call the
undersigned at (212) 214-3118.
Yours truly,
/s/Ellyn C. Acker
Ellyn C. Acker
Assistant Secretary
Enclosures
SMMF\24F-2.LTR
PRUDENTIAL SPECIAL MONEY MARKET FUND
TREASURER'S CERTIFICATE
The undersigned, Treasurer of Prudential Special Money Market Fund, a
Maryland Corporation (the "Fund"), does hereby certify as follows:
1. For the fiscal year ended June 30, 1995, the Fund issued
1,731,707,729 shares of Common Stock.
2. In respect of the issuance of such 1,731,707,729 shares, the Fund
received cash consideration of 1,731,707,729.
3. With respect to each share issued, the Fund received cash
consideration not less than the net asset value per share on the date
issued.
4. To the best of my knowledge and belief, the Fund is in good
standing in the State of Maryland.
5. At no time during the fiscal year ended June 30, 1995 were there
issued and outstanding more shares of the Fund's Common Stock than
authorized by the Articles of Incorporation.
In Witness Whereof, I have hereunto signed my name as Treasurer of the
Fund.
Date: August 25, 1995
/s/ Eugene S. Stark
Eugene S. Stark
Securities and Exchange Commission
August 19, 1993
Page 1
GARDNER, CARTON & DOUGLAS
Suite 3400 - Quaker Tower
321 North Clark Street
Chicago, Illinois 60610-4795
(312) 644-3000
Telecopier: (312) 644-3381
August 28, 1995
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, 1995.
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
120,036,576 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
Gardner, Carton & Douglas
PHD/KJF/cav
