Exhibit 99.(a)(4)

                            ARTICLES OF AMENDMENT OF
                     PRUDENTIAL GOVERNMENT INCOME FUND, INC.

     PRUDENTIAL GOVERNMENT INCOME FUND, INC., a Maryland corporation having its
principal offices in the State of Maryland in Baltimore City (hereinafter called
the "Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:

FIRST: The Charter of the Corporation is hereby amended as follows:

     (a) The second sentence of Article IV, Section 6(c) shall be amended by
inserting the following text after the words "of this Section 6":

     ", less such redemption fee or other charge, if any, as may be fixed by
     resolution of the Board of Directors."

     (b) The second sentence of Article IV, Section 6(e) shall be amended by
replacing the text after the words "of this Section 6" with the following:

     ", less such redemption fee or other charge, if any, as may be fixed by
     resolution of the Board of Directors, and take all other steps deemed
     necessary or advisable in connection therewith. A redemption by the
     Corporation in accordance with the charter of the Corporation, even if it
     is for all the shares of a series or class, shall not be considered a
     liquidation requiring a vote of stockholders."

     (c) Article IV shall be amended by adding the following as a new
     Section 12:

     "At a meeting of stockholders the presence in person or by proxy of
     stockholders entitled to cast one-third of all the votes entitled to be
     cast at the meeting constitutes a quorum. At a meeting of stockholders the
     presence in person or by proxy of stockholders entitled to cast one-third
     of all the votes entitled to be cast on any matter shall constitute a
     quorum for action on that matter (including matters on which fewer than all
     classes or series are entitled to vote)."

     (d) Article VI shall be amended by changing the title to "Indemnification;
Limitation on Liability", by numbering the existing provision "Section 2", and
by adding the following as Section 1:

     "Section 1. The Corporation shall indemnify (A) its current and former
     directors and officers, whether serving or having served the Corporation or
     at its request any other entity, to the full extent required or permitted
     by the General Laws of the State of Maryland now or hereafter in force (as
     limited by the Investment Company Act of 1940), including the advance of
     expenses under the procedures and to the full extent permitted by law and
     (B) other employees and agents to such extent as shall be authorized by the
     Board of Directors or the Corporation's By-Laws and be permitted by law.
     The foregoing rights of indemnification shall not be exclusive of any other
     rights to which those seeking indemnification may be entitled. The Board of
     Directors may take such action as is necessary to carry out these
     indemnification provisions and is expressly empowered to adopt, approve and
     amend from time to time such by-laws, resolutions or contracts implementing
     such provisions or such further indemnification arrangements as may be
     permitted by law. No amendment of the charter of the Corporation or repeal
     of



     any of its provisions shall limit or eliminate the right to indemnification
     provided hereunder with respect to acts or omissions occurring prior to
     such amendment or repeal."

     (e) Article VII shall be amended by adding the following as a new Section
6:

     "The Board of Directors is explicitly authorized to, without action by
     stockholders (unless such approval is required by the Investment Company
     Act of 1940), invest all or a portion of the assets of any series or class,
     or dispose of all or a portion of the assets of any series or class and
     invest the proceeds of such disposition, in cash or in interests issued by
     one or more other investment companies registered under the Investment
     Company Act of 1940. The Board of Directors is explicitly authorized to,
     without action by stockholders, cause a series or class that is organized
     in the master/feeder fund structure to withdraw or redeem its assets from
     the master fund and cause such series or class to invest its assets
     directly in cash or in securities and other financial instruments or in
     another master fund."

     (f) The text of Article IX shall be deleted in its entirety and replaced
with the following:

     "The Corporation reserves the right from time to time to make any
     amendments to the charter of the Corporation which may now or hereafter be
     authorized by law, including any amendment altering the terms or contract
     rights, as expressly set forth in the charter of the Corporation, of any
     shares of its outstanding stock by classification, reclassification, or
     otherwise. In clarification and not limitation of the foregoing, a majority
     of the entire Board of Directors, without action by the stockholders, may
     amend the charter of the Corporation to increase or decrease the aggregate
     number of shares of stock or the number of shares of stock of any class or
     series that the Corporation has authority to issue."

SECOND: The foregoing amendments do not increase the authorized stock of the
Corporation.

THIRD: The foregoing amendments to the Charter of the Corporation have been
advised by the Board of Directors and approved by the stockholders of the
Corporation.



     IN WITNESS WHEREOF, Prudential Government Income Fund, Inc. has caused
these presents to be signed in its name and on its behalf by its President and
witnessed by its Secretary on September 12, 2003.


                    PRUDENTIAL GOVERNMENT INCOME FUND, INC.


                    By: /s/Judy a. Rice
                        ------------------------------
                           Judy A. Rice, President

Attest: /s/Deborah A. Docs
        ------------------
        Deborah A. Docs, Secretary

     The undersigned, President of PRUDENTIAL GOVERNMENT INCOME FUND, INC., who
executed on behalf of said Corporation the foregoing Articles of Amendment of
which this certificate is made a part, hereby acknowledges in the name and on
behalf of said Corporation that these Articles of Amendment are the act of the
Corporation and certifies that, to the best of her knowledge, information and
belief, the matters and facts set forth therein with respect to the
authorization and approval thereof are true in all material respects, under the
penalties of perjury.


                              /s/Judy A. Rice
                              ------------------------------
                              Judy A. Rice, President