PRUDENTIAL MUTUAL FUNDS (LOGO) PRUDENTIAL EQUITY INCOME FUND May 17, 1995 U.S. Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Prudential Equity Income Fund, Inc. - CIK No. 0000803191 Request for Withdrawal of Amendment to Registration Statement on Form N-1A; Securities Act of 1933 File No. 33-9269 Ladies and Gentlemen: On May 1, 1995, an attempt was made to submit post-effective amendment number 18 under the Securities Act of 1933 ("1933 Act") to the registration statement on Form N-1A for the Prudential Government Income Fund, Inc. via EDGAR on form type 485B24E. However, this submission was made under the incorrect CIK number. It was submitted on EDGAR under the CIK No. for the Prudential Equity Income Fund. The accession number of the filing is 0000912057-95-00315. Subsequently, the amendment was refiled by the Prudential Government Income Fund, Inc. under the correct CIK number on May 2, 1995. The accession number for that filing is 0000912057-95-003060. The 1933 Act file number for the Prudential Government Income Fund is 2-82976. Post-effective amendment number 18 for the Prudential Government Income Fund, Inc. is also amendment number 21 under the Investment Company Act of 1940. Recently, the Prudential Government Income Fund, Inc. changed its name from Prudential-Bache Government Plus Fund, Inc. It is believed that the name change caused personnel at Merrill Corporation to inadvertently type in the wrong CIK number (0000803191) instead of the correct CIK number (0000717819). We are hereby requesting withdrawal of the May 1, 1995, submission because it was filed under the incorrect CIK number. We are requesting withdrawal of the amendment pursuant to Rule 477(a) under the 1933 Act. Sincerely, /s/ Marguerite E.H. Morrison Marguerite E.H. Morrison Assistant Secretary CC: Ellyn C. Acker Karin J. Flynn Robert R. Tait Prudenital Equity Income Fund, One Seaport Plaza, New York, NY 10292