February 24, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rule 24f-2 Notice for
Prudential Diversified Bond Fund, Inc.
File No. 33-55441
Ladies and Gentlemen:
This Notice is filed on behalf of Prudential Diversified Bond Fund, Inc.
pursuant to the requirements of Rule 24f-2 under the Investment Company Act of
1940. The Fund's registration statement was declared effective on December 30,
1994.
1. Fiscal year end for which notice is filed: December 31, 1994.
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 period: None.
3. The number of shares registered during the fiscal year ended December
31, 1994 other than pursuant to Rule 24f-2: None.
4. The number of shares sold during the fiscal period ended December 31,
1994: None.
5. The number of shares sold during the fiscal period ended December 31,
1994 in reliance upon Rule 24f-2: None.
Since no shares were sold during the period, no opinion of counsel is
required pursuant to the requirements of Rule 24f-2.
Very truly yours,
/s/S. Jane Rose
S. Jane Rose
Secretary
SJR/
