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 Dryden
Fund, 100 Mulberry Street, Gateway Center
Three, Newark, New Jersey 07102-4077.
2. Name of each series or class of securities for which this
Form is filed (If the Form is being filed for all series and
classes of securities of the issuer, check the box but do not
list series or classes):
[x]
3. Investment Company Act File Number: 811-
6677.
Securities Act File Number: 33-48066.
4(a).Last day of fiscal year for which this Form
is filed: September 30, 1997.
(b).[ ] Check box if this Form is being filed
late (i.e. more
than 90 calendar days after the end of the
issuer's fiscal year). (See Instruction A.2)
Note: If the Form is being filed late, interest
must be paid on the registration fee due.
4(c).[ ] Check box if this is the last time the
issuer will be filing this Form.
5. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year pursuant
to section 24(f):
0
(ii) Aggregate price of securities redeemed
or repurchased during the fiscal year
(if applicable):
$305,841,380
(iii) Aggregate price of securities redeemed
or repurchased during any prior fiscal
year ending no earlier than October 11,
1995 that were not previously used to
reduce registration fees payable to the
Commission. $
0
(iv)Total available redemption credits
[add items 5(ii) and 5(iii)].
$305,841,380
(v)Net sales - If item 5(i) is greater
than Item 5(iv) [subtract item 5(iv)
from item 5(i). $
0
(vi) Redemption credits available for use
in future years.
-if item 5(i) is less than item 5(iv)
[subtract item 5(i) from item (5(iv)]
$305,841,380
(vii) Multiplier for determining registration
fee (See instruction C.9): x
.000295
(viii) Registration fee due [multiply item 5(v)
by item 5(vii)] enter "0" if no fee is
due. =$
0
6. Prepaid Shares
If the response to item 5(i) was determined
by deducting an amount of securities that
were registered under the Securities Act
of 1933 pursuant to rule 24e-2 as in
effect before October 11, 1997, then report the amount
of
securities (number of shares or other
units)deducted here: 26,780,733. If there is
a number of shares or other units that were
registered pursuant to rule 24e-2 remaining
unsold at the end of the fiscal year for
which this form is filed that are available
for use by the issuer in future fiscal years,
then state that number here: 51,143,077.
7. Interest due - if this Form is being filed
more than 90 days after the end of the of
the issuer's fiscal year (See Instruction
D):+$
8. Total amount of the registration
fee due
plus any interest due [line 5(viii)plus
line 7]:
=$ 0
9. Date the registration fee and any
interest payment was
sent to the Commission's lockbox depository:
Method of Delivery:
[ ] Wire Transfer
[ ] Mail or other means
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.
By (Signature and Title) /s/Marguerite E.H. Morrison
Marguerite E.H. Morrison
Assistant Secretary
Date December 2, 1997
