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 Diversified
Bond Fund, Inc., Three Gateway Center, Newark, New
Jersey 07102.
2. Name of each series or class of funds for which this
notice is filed: The Fund offered four classes of
shares designated Class A, Class B, Class C and Class
Z during the fiscal year ended December 31, 1996.
3. Investment Company Act File Number: 811-7215.
Securities Act File Number: 33-55441.
4. Last day of fiscal year for which this notice is
filed: December 31, 1996.
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/$0.
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: 7,084,303/$94,828,546.
10. Number and aggregate sale price of securities sold
during the fiscal year in reliance upon registration
pursuant to rule 24f-2: 7,084,303/$94,828,546.
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): 519,317/$6,941,778.
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): $94,828,546
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): + 6,941,778
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): (34,086,852)
(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 of rule 24f-2
[line (i), plus line (ii), less
line (iii), plus line (iv)]
(if applicable): 67,683,472
(vi) Multiplier prescribed by section
6(b) of the Securities Act of 1933
or other applicable law or regulation
(see instruction C.6): x
1/3300
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: $
20,510.14
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: February ,1997.
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 February 26, 1997
DBF-297.NOT
Prudential Diversified Bond Fund, Inc.
February 25, 1997
Page 2
50299-1 ~ 01595-28 ~ 02/25/97 ~ 04:27 pm
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 Third Avenue
New York, New York 10022
February 25, 1997
Prudential Diversified Bond Fund, Inc.
Gateway Center Three
100 Mulberry Street, 9th Floor
Newark, New Jersey 07102
Dear Sirs:
Prudential Diversified Bond Fund, Inc. (the "Fund"), a
Maryland corporation, is filing with the Securities and Exchange
Commission (the "Commission") a Rule 24f-2 Notice (the "Rule 24f-
2 Notice") containing the information contained in paragraph
(b)(1) of Rule 24f-2 under the Investment Company Act of 1940, as
amended (the "Rule"). The effect of the Rule 24f-2 Notice, when
accompanied by the filing fee, if any, payable as prescribed by
paragraph (c) of the Rule, and by this opinion, will be to make
definite in number the number of shares sold by the Fund during
the fiscal year ended December 31, 1996 in reliance upon the Rule
(the "Rule 24f-2 Shares").
We have, as counsel to the Fund, participated in
various proceedings relating to the Fund and to the Rule 24f-2
Shares. We have examined copies, either certified or otherwise
proven to our satisfaction to be genuine, of the Fund's Articles
of Incorporation and By-laws, as currently in effect, the minutes
of meetings of its Board of Directors and a certificate dated
February 24, 1997, issued by the Department of Assessments and
Taxation of the State of Maryland, certifying the existence and
good standing of the Fund. We have also reviewed the form of the
Rule 24f-2 Notice being filed by the Fund. We are generally
familiar with the business affairs of the Fund.
The Fund has advised us that the Rule 24f-2 Shares were
sold in the manner contemplated by the prospectus of the Fund
current at the time of each sale, and that the Rule 24f-2 Shares
were sold in number within the limits prescribed by the Fund's
Articles of Incorporation for consideration not less than the par
value thereof and the net asset value thereof as required by the
Investment Company Act of 1940, as amended.
Based upon the foregoing, it is our opinion that:
1. The Fund has been duly organized and is legally
existing under the laws of the State of Maryland.
2. The Fund is authorized by its Articles of Incorporation
to issue two billion (2,000,000,000) shares of common
stock, par value $.001 per share. Under Maryland law,
(i) the Board of Directors of the Fund may increase or
decrease the number of shares that the Fund has
authority to issue, and (ii) shares which were issued
and which have subsequently been redeemed by the Fund
are, by virtue of such redemption, restored to the
status of authorized and unissued shares.
3. The Rule 24f-2 Shares were legally issued and are fully
paid and non-assessable.
We hereby consent to the filing of this opinion with
the Securities and Exchange Commission together with the Rule 24f-
2 Notice of the Fund, and to the filing of this opinion under the
securities laws of any state.
We are members of the Bar of the State of New York and
do not hold ourselves out as being conversant with the laws of
any jurisdiction other than those of the United States of America
and the State of New York. We note that we are not licensed to
practice law in the State of Maryland, and to the extent that any
opinion herein involves the law of Maryland, such opinion should
be understood to be based solely upon our review of the documents
referred to above, the published statutes of the State of
Maryland and, where applicable, published cases, rules or
regulations of regulatory bodies of that State.
Very truly yours,
/s/ Shereff, Friedman, Hoffman &
Goodman, LLP
Shereff, Friedman, Hoffman & Goodman,
LLP
SFH&G:MKN:JLS:GNB:me
February 26, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Prudential Diversified Bond Fund, Inc.
File Nos. 33-55441 and 811-7215
Ladies and Gentlemen:
On behalf of Prudential Diversified Bond 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.
A fee in the amount of $20,510.14 has been wired to the Fund's
account at Mellon Bank.
If you have any questions relating to the foregoing,
please call the undersigned at (201) 367-7521.
Very truly yours,
1
/s/ Deborah A. Docs
Deborah A. Docs
Assistant Secretary
Enclosures
cc: Joel Goldberg
(Shereff, Friedman, Hoffman & Goodman)
DBF-297.ltr
_______________________________
1/s/ Deborah A. Docs
