June 27, 1994
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Rule 24f-2 Notice for Prudential Multi-Sector Fund, Inc.
(File No. 33-33477)
Ladies and Gentlemen:
This Notice is filed on behalf of Prudential Multi-Sector Fund, Inc.
pursuant to the requirements of Rule 24f-2 under the Investment Company Act of
1940.
1. Fiscal year for which notice is filed: 4/30/94
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, 5/1/93: None.
3. The number of shares registered during the fiscal year ended 4/30/94
other than pursuant to Rule 24f-2: 2,902,819.
4. The number of shares sold* during the fiscal period ended 4/30/94:
5,938,548.
5. The number of shares sold during the fiscal period ended 4/30/94 in
reliance upon Rule 24f-2: 3,931,278.
Pursuant to the requirements of Rule 24f-2, I have enclosed the required
opinion of counsel.
Very truly yours,
S. Jane Rose
Secretary
SJR/ln
Enclosures
*Calculation of Fee No. of Shares Dollar Amount
Shares sold during fiscal 1994 5,938,548 $80,884,445
Shares redeemed during fiscal 1994 3,931,278 $(53,120,193)
subtotal 2,007,270 $27,764,252
Shares registered under Section
24(e) in fiscal 1994 2,902,819
Less shares sold in reliance on
24(e) during 1994 2,007,270 $(27,764,252)
$ -0-
Fee at 1/29 of 1% $ -0-
Shares remaining registered 895,549
in definite amount
June 23, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Prudential Multi-Sector Fund, Inc.
Rule 24f-2 Notice to Form N-1A
Registration Statement File No. 33-33477
Ladies and Gentlemen:
As counsel for Prudential Multi-Sector Fund, Inc. (formerly
Prudential-Bache
Multi-Sector 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 April 30, 1994.
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 3,931,278 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
HJM:dmh
