EX-99.77J REVALUATN

For the fiscal year ended February 28, 2002.
File number:  811-3712
Prudential Government Income Fund


SUB-ITEM 77J
Revaluation of Assets or Restatement of Capital Share Account


Distributions to shareholders, which are determined in accordance with
federal income tax regulations, which may differ from generally accepted
accounting principles, are recorded on the ex-dividend date.  In order to
present undistributed net income and accumulated net realized gains (losses)
on the statement of assets and liabilities that more closely represent their
tax character, certain adjustments have been made to paid-in-capital in
excess of par, undistributed net investment income and accumulated net
realized gain (loss) on investments.  For the year ended February 28, 2002,
the adjustments were to decrease distributions in excess of net investment
income by $5,222,665, increase accumulated realized loss on investments by
$26,427,666 and increase paid-in-capital by $21,205,001, due to certain tax
adjustments from the acquisition (Note 8) and differences between financial
reporting and tax accounting.  Net investment income, net realized losses and
net assets were not affected by this change.


1

EX-99.77M MERGERS

For the fiscal year ended (a) 2/28/02
File number (c) 811-3712

	SUB-ITEM 77M
	Mergers

On March 28, 2001, Prudential Government Income Fund, Inc.
(The Registrant), acquired all the net assets of Prudential Government
Securities Trust (Short-Intermediate Term Series), pursuant to a plan of
reorganization approved by Prudential Government Securities Trust (Short-
Intermediate Term Series) shareholders on March 22, 2001.  The
reorganization was approved by the Directors of the Registrant on August
23, 2000 and November 15, 2000 but did not require the approval of the
Registrant's shareholders. The acquisition was accomplished on March 28,
2001, by a exchange of the Short-Intermediate Term Series Class A, B, C
and Z shares into Prudential Government Income Fund, Inc. Class A, B, C
and Z shares.

EX-99

Report of Independent Accountants


To the Board of Directors and Shareholders of
Prudential Government Income Fund, Inc.


In planning and performing our audit of the financial statements of
Prudential Government Income Fund, Inc. (the "Fund") for the year ended
February 28, 2002, we considered its internal control, including control
activities for safeguarding securities, in order to determine our auditing
procedures for the purpose of expressing our opinion on the financial
statements and to comply with the requirements of Form N-SAR, not to
provide assurance on internal control.

The management of the Fund is responsible for establishing and maintaining
internal control.  In fulfilling this responsibility, estimates and judgments
by management are required to assess the expected benefits and related costs
of controls.  Generally, controls that are relevant to an audit pertain to
the entitys objective of preparing financial statements for external purposes
that are fairly presented in conformity with generally accepted accounting
principles.  Those controls include the safeguarding of assets against
unauthorized acquisition, use or disposition.
Because of inherent limitations in internal control, errors or fraud may
occur and not be detected.  Also, projection of any evaluation of internal
control to future periods is subject to the risk that controls may become
inadequate because of changes in conditions or that the effectiveness of
their design and operation may deteriorate.
Our consideration of internal control would not necessarily disclose all
matters in internal control that might be material weaknesses under standards
established by the American Institute of Certified Public Accountants.  A
material weakness is a condition in which the design or operation of one or
more of the internal control components does not reduce to a relatively low
level the risk that misstatements caused by error or fraud in amounts that
would be material in relation to the financial statements being audited may
occur and not be detected within a timely period by employees in the normal
course of performing their assigned functions.  However, we noted no
matters involving internal control and its operation, including controls for
safeguarding securities, that we consider to be material weaknesses as
defined above as of February 28, 2002.
This report is intended solely for the information and use of the Board of
Directors,  management and the Securities and Exchange Commission and is
not intended to be and should not be used by anyone other than these
specified parties.

PricewaterhouseCoopers LLP
April 19, 2002
To the Board of Directors and Shareholders of
Prudential Government Income Fund, Inc.