PRUDENTIAL MULTI-SECTOR FUND, INC.
June 26, 1997
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Rule 24f-2 Notice for Prudential Multi-
Sector Fund, Inc.
File Nos.33-33477 and 811-6047
On behalf of Prudential Multi-Sector Fund,
Inc., enclosed for filing under the Investment
Company Act of 1940 are:
(1) One copy of the Rule 24f-2 Notice; and
(2) Opinion of counsel to the Fund.
These documents have been filed using the
EDGAR system.
Very truly
yours,
/s/ Marguerite
E. H. Morrison
Marguerite E.
H. Morrison
Assistant
Secretary
MM/ln
Enclosures
cc: Paul H. Dykstra
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
Multi-Sector Fund, Inc., Gateway Center
Three, 100 Mulberry Street, Newark, NJ
07102-4077
2. Name of each series or class of funds
for which this notice is filed: The
fund offers four classes of shares
designated Class A, Class B, Class C and
Class Z.
3. Investment Company Act File Number: 811-
6047
Securities Act File Number: 33-33477
4. Last day of fiscal year for which this
notice is filed: April 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: none
8. Number and amount of securities
registered during the fiscal year other
than pursuant to Rule 24f-2: none
9. Number and aggregate sale price of
securities sold during the fiscal year:
8,402,401 /$116,660,863
10. Number and aggregate sale price of
securities sold during the fiscal year
in reliance upon registration pursuant
to Rule 24f-2: 8,402,401/$116,660,863
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): 3,712,884
/$50,651,007
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):
$ 116,660,863
(ii) Aggregate price of shares issued in
connection with dividend
reinvestment
plans (from item 11, if applicable):
+ 50,651,007
(iii) Aggregate price of shares redeemed
or
repurchased during the fiscal year
(if applicable):
- - $196,584,434
(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 on Rule 24f-2
[line (i), plus line (ii), less
line (iii), plus line (iv)]
(if applicable):
$ 0
(vi) Multiplier prescribed by section
6(b) of the Securities Act of 1933
or other applicable law or
regulation
(see instruction C.6):
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: N/A
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 June 26,1997
GARDNER, CARTON & DOUGLAS
Suite 3400 - Quaker Tower
321 North Clark Street
Chicago, Illinois 60610-4795
(312) 644-3000
Telecopier: (312) 644-3381
June 24, 1997
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.,
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, 1997.
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 8,402,401 shares 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
PHD/KJF/cav
