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., Gateway
Center Three, 100 Mulberry Street, Newark,
New Jersey 07102-4077.
2. Name of each series or class of funds for
which this notice is filed: The Fund offers
one class of shares, the Money Market Series.
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, 1997.
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: 120,036,576
/$120,036,576
8. Number and amount of securities registered
during the fiscal year other than pursuant to
rule 24f-2:
56,930,990/$56,930,990
9. Number and aggregate sale price of securities
sold during the fiscal year: 2,738,099,836
/$2,738,099,836
10. Number and aggregate sale price of securities
sold during the fiscal year in reliance upon
registration pursuant to rule 24f-2:
2,738,099,836 /$2,738,099,836
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): 11,896,218
/$11,896,218
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):
2,738,099,836
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable):
+ 11,898,218
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable):
- - 2,810,294,653
(iv) Aggregate price of shares redeemed or
repurchased and previously applied
as a reduction to filing fees
pursuant to rule 24e-2
(if applicable):
+
(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):
(60,296,599)
(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:
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 21, 1997
PRUDENTIAL SPECIAL MONEY MARKET FUND
PRUDENTIAL SPECIAL MONEY MARKET FUND, INC.
Gateway Center Three, 9th Floor
100 Mulberry Street
Newark, New Jersey 07102-4077
August 21,
1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Prudential Special Money Market
Fund
File Nos. 33-31603 and 811-5951
Ladies and Gentlemen:
On behalf of Prudential Special Money Market
Fund, Inc. enclosed for filing, under the
Investment Company Act of 1940, are:
(1) the Form 24F-2 for the Fund; and
(2) an opinion of counsel to the Fund.
These documents are being filed
electronically via the EDGAR System.
If you have any questions relating to the
foregoing, please call the undersigned at (201)367-
7530.
Sincerely,
/s/ S. Jane
Rose
S. Jane Rose
Secretary
Enclosures
From Sullivan &
Cromwell
SULLIVAN & CROMWELL
NEW YORK TELEPHONE: (212) 558-4000
TELEX: 62694 (INTERNATIONAL) 127816
(DOMESTIC) 125 BROAD
STREET, NEW YORK 10004-2498
CABLE ADDRESS: LADYCOURT, NEW YORK
__________
FACSIMILE: (212) 558-3588 (125 Broad Street)
375 PARK AVENUE, NEW YORK 10152
(212) 558-1139 (250 Park Avenue)
1701 PENNSYLVANIA AVE, N.W. WASHINGTON, D.C.
20006-5805
444 SOUTH FLOWER STREET, LOS ANGELES 90071-
2901
8, PLACE VENDOME, 75001 PARIS
ST. OLAVE'S HOUSE, 9a IRONMONGER LANE, LONDON
EC2V 8EY
101 COLLINS STREET, MELBOURNE 3000
2-1, MARUNOUCHI I-CHOME, CHIYODA-KU, TOKYO
100
NINE QUEEN'S ROAD, CENTRAL, HONG KONG
[/TABLE]
August 21, 1997
Prudential Special Money Market Fund, Inc.,
Gateway Center Three,
100 Mulberry Street,
Newark, New Jersey 07102-4077.
Dear Sirs:
You have requested our opinion in
connection with the notice which you
propose to file pursuant to Rule 24f-2 under
the Investment Company Act of 1940
with respect to 2,738,099,836 shares of your
Common Stock, $.001 par value (the
"Shares").
As your counsel, we are familiar
with your organization and corporate
status and the validity of your Common Stock.
We advise you that, in our opinion,
the Shares are legally and validly
issued, fully paid and nonassessable.
The foregoing opinion is limited to
the Federal laws of the United
States and the General Corporation Laws of
the State of Maryland, and we are
expressing no opinion as to the effect of the
laws of any other jurisdiction.
<PAGE>
Prudential Special Money Market Fund, Inc.
- -2-
We have relied as to certain matters
on information obtained from
public officials, your officers and other
sources believed by us to be
responsible.
We consent to the filing of this
opinion with the Securities and
Exchange Commission in connection with the
notice referred to above. In giving
such consent, we do not thereby admit that we
come within the category of
persons whose consent is required under
Section 7 of the Securities Act of 1933.
Very truly yours,
SULLIVAN & CROMWELL
