PRUDENTIAL ADJUSTABLE RATE SECURITIES FUND INC
24F-2NT, 1996-01-16
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            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  Adjustable   Rate
          Securities 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:  Class A and Class B.

          3.   Investment Company Act File Number:  811-6615.
               Securities Act File Number:  33-46658.

          4.   Last day of fiscal year for which this notice is filed:  November
          24, 1995.

          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:  13,451,594/$131,513,918

          8.   Number and amount of securities registered during the fiscal year
          other than pursuant to rule 24f-2: None/$0

          9.    Number  and aggregate sale price of securities sold during   the
          fiscal year:  26,323/$252,779

    10.   Number  and aggregate sale price of securities sold during  the fiscal
          year   in   reliance  upon  registration  pursuant  to   rule   24f-2:
          26,323/$252,779
    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):  109,476/$1,052,716

    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):  $   252,779

        (ii)  Aggregate price of shares issued in
              connection with dividend reinvestment
              plans (from item 11, if applicable):     +  1,052,716

       (iii)  Aggregate price of shares redeemed or
              repurchased during the fiscal year
              (if applicable):                         - 33,921,580

        (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):                         (32,616,085)
        (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
person on behalf of the issuer and in the capacities and            on the dates
indicated.

                                     /s/          S.          Jane          Rose
By (S. Jane Rose, Secretary)


          Date January 12, 1996














parf/24F2-96.NOT




        PRUDENTIAL ADJUSTABLE RATE SECURITIES FUND, INC.
                       One Seaport Plaza
                   New York, New York  10292



                                                 January 12, 1996


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549

          Re:  Prudential Adjustable Rate Securities Fund, Inc.
               File Nos. 33-46658 and 811-6615

Ladies and Gentlemen:

      On behalf of Prudential Adjustable Rate Securities Fund, Inc. enclosed for
filing, under the Investment Company Act of 1940 (the "Act"), are:

          (1)  the Form 24f-2 for the Fund; and

          (2)  an opinion of counsel to the Fund.

      Please  note that Prudential Adjustable Rate Securities Fund, Inc.  ceased
operations on November 24, 1995, and thus this Form 24f-2 is being filed for the
Fund's  fiscal year ended November 24, 1995, in accordance with Rule 24f-2(b)(3)
under  the  Act.  These documents are being filed electronically 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





parf/24F2-96.LTR



        PRUDENTIAL ADJUSTABLE RATE SECURITIES FUND, INC.
                       One Seaport Plaza
                   New York, New York  10292



                                                 January 12, 1996


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549

          Re:  Prudential Adjustable Rate Securities Fund, Inc.
               File Nos. 33-46658 and 811-6615

Ladies and Gentlemen:

      On behalf of Prudential Adjustable Rate Securities Fund, Inc. enclosed for
filing, under the Investment Company Act of 1940 (the "Act"), are:

          (1)  the Form 24f-2 for the Fund; and

          (2)  an opinion of counsel to the Fund.

      Please  note that Prudential Adjustable Rate Securities Fund, Inc.  ceased
operations on November 24, 1995, and thus this Form 24f-2 is being filed for the
Fund's  fiscal year ended November 24, 1995, in accordance with Rule 24f-2(b)(3)
under  the  Act.  These documents are being filed electronically 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





parf/24F2-96.LTR



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