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 Special
Money Market Fund, Inc., One Seaport Plaza, New York, New
York 10292.
2. Name of each series or class of funds for which
this notice is filed: The Fund offers one class of shares.
3. Investment Company Act File Number: 811-5951.
Securities Act File Number: 33-31603.
4. Last day of fiscal year for which this notice is
filed: June 30, 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):
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: None.
8. Number and amount of securities registered during
the fiscal year other than pursuant to rule 24f-2:
120,036,576/$120,036,576
9. Number and aggregate sale price of securities sold
during the fiscal year: 1,787,450,626/$1,787,450,626
10. Number and aggregate sale price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2:1,787,450,626/$1,787,450,626
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):
13,336,273/$13,336,273
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):
1,787,450,626
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): +
13,336,273
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): -
1,857,717,889
(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 of rule 24f-2
[line (i), plus line (ii), less
line (iii), plus line (iv)]
(if applicable):
(56,930,990)
(vi) Multiplier prescribed by section
6(b) of the Securities Act of 1933
or other applicable law or regulation
(see instruction C.6): x
1/2900
(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:
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: August 27, 1996
smm8-96.NOT
Securities and Exchange Commission
August 19, 1993
Page 2
GARDNER, CARTON & DOUGLAS
Suite 3400 - Quaker Tower
321 North Clark Street
Chicago, Illinois 60610-4795
(312) 644-3000
Telecopier: (312) 644-3381
August 26, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Prudential Special Money Market Fund, Inc.
Rule 24f-2 Notice to Form N-1A Registration
Statement, File No. 811-5951
Ladies and Gentlemen:
As counsel for Prudential Special Money Market 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 June 30, 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 1,787,450,626 of
common stock, $.001 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
Gardner, Carton & Douglas
PHD/KJF/MAM/ldh
