N-CSR 1 dncsr.htm DRYDEN GOVERNMENT INCOME FUND, INC. Dryden Government Income Fund, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

 

 

Investment Company Act file number:   811-03712
Exact name of registrant as specified in charter:   Dryden Government
  Income Fund, Inc.
Address of principal executive offices:   Gateway Center 3,
  100 Mulberry Street,
  Newark, New Jersey 07102
Name and address of agent for service:   Deborah A. Docs
  Gateway Center 3,
  100 Mulberry Street,
  Newark, New Jersey 07102
Registrant’s telephone number, including area code:   973-367-7521
Date of fiscal year end:   2/28/2006
Date of reporting period:   2/28/2006


Item 1 – Reports to Stockholders


 

LOGO

Dryden Government Income Fund, Inc.

 

FEBRUARY 28, 2006   ANNUAL REPORT

 

LOGO

FUND TYPE

Government securities

 

OBJECTIVE

High current return

 

This report is not authorized for distribution to prospective investors unless preceded or accompanied by a current prospectus.

 

The views expressed in this report and information about the Fund’s portfolio holdings are for the period covered by this report and are subject to change thereafter.

 

JennisonDryden is a registered trademark of The Prudential Insurance Company of America.

 

LOGO


 

 

April 14, 2006

 

Dear Shareholder:

 

We hope you find the annual report for the Dryden Government Income Fund informative and useful. As a JennisonDryden mutual fund shareholder, you may be thinking about where you can find additional growth opportunities. You could invest in last year’s top-performing asset class and hope history repeats itself or you could stay in cash while waiting for the “right moment” to invest.

 

Instead, we believe it is better to take advantage of developing domestic and global investment opportunities through a diversified portfolio of stock and bond mutual funds. A diversified asset allocation offers two potential advantages. It helps you manage downside risk by not being overly exposed to any particular asset class, plus it gives you a better opportunity to have at least some of your assets in the right place at the right time. Your financial professional can help you create a diversified investment plan that may include mutual funds covering all the basic asset classes and that reflects your personal investor profile and tolerance for risk.

 

JennisonDryden Mutual Funds gives you a wide range of choices that can help you make progress toward your financial goals. Our funds offer the experience, resources, and professional discipline of three leading asset managers. They are recognized and respected in the institutional market and by discerning investors for excellence in their respective strategies. JennisonDryden equity funds are advised by Jennison Associates LLC or Quantitative Management Associates LLC (QMA). Prudential Investment Management, Inc. (PIM) advises the JennisonDryden fixed income and money market funds. Jennison Associates, QMA, and PIM are registered investment advisors and Prudential Financial companies.

 

Thank you for choosing JennisonDryden Mutual Funds.

 

Sincerely,

 

LOGO

 

Judy A. Rice, President

Dryden Government Income Fund, Inc.

 

Dryden Government Income Fund, Inc.   1


Your Fund’s Performance

 

 

Fund objective

The investment objective of the Dryden Government Income Fund, Inc. is high current return. There can be no assurance that the Fund will achieve its investment objective.

 

Performance data quoted represent past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the past performance data quoted. An investor may obtain performance data as of the most recent month-end by visiting our website at www.jennisondryden.com or by calling (800) 225-1852. The maximum initial sales charge is 4.50% (Class A shares).

 

Cumulative Total Returns1 as of 2/28/06                      
    One Year     Five Years     Ten Years     Since Inception2

Class A

  2.33 %   24.71 %   69.74 %    176.62%

Class B

  1.46     20.59     59.22     270.32  

Class C

  1.71     21.64     61.22     84.91

Class R

  2.06     N/A     N/A       6.03

Class Z

  2.58     26.12     N/A     71.94

Lehman Brothers Government Bond Index3

  2.72     27.23     80.62     ***

Lehman U.S. Aggregate ex-Credit Index4

  2.98     N/A     N/A     ****

Lipper General U.S. Government Funds Avg.5

  2.03     22.39     65.52     *****
                       
Average Annual Total Returns1 as of 3/31/06                  
    One Year     Five Years     Ten Years     Since Inception2

Class A

  –2.91 %   3.23 %   4.94 %      6.11%

Class B

  –4.08     3.32     4.74     6.39

Class C

  0.07     3.67     4.87     5.30

Class R

  1.38     N/A     N/A     2.54

Class Z

  1.79     4.42     5.63     5.40

Lehman Brothers Government Bond Index3

  2.14     4.67     6.08     ***

Lehman U.S. Aggregate ex-Credit Index4

  2.39     N/A     N/A     ****

Lipper General U.S. Government Funds Avg.5

  1.15     3.80     5.12     *****

 

Distributions and Yields1 as of 2/28/06           
     Total Distributions
Paid for 12 Months
  30-Day
SEC Yield
 

Class A

   $ 0.37   3.73 %

Class B

   $ 0.30   3.15  

Class C

   $ 0.32   3.40  

Class R

   $ 0.34   3.52  

Class Z

   $ 0.39   4.17  

 

2   Visit our website at www.jennisondryden.com


 

 

The cumulative total returns do not reflect the deduction of applicable sales charges. If reflected, the applicable sales charges would reduce the cumulative total returns performance quoted. Class A shares are subject to a maximum front-end sales charge of 4.50%. Under certain circumstances, Class A shares may be subject to a contingent deferred sales charge (CDSC) of 1%. Class B and Class C shares are subject to a maximum CDSC of 5% and 1% respectively. Class R and Class Z shares are not subject to a sales charge.

 

1Source: Prudential Investments LLC and Lipper Inc. The average annual total returns take into account applicable sales charges. During certain periods shown, fee waivers and/or expense reimbursements were in effect. Without such fee waivers and expense reimbursements, the returns for the share classes would have been lower. Class A, Class B, Class C, and Class R shares are subject to an annual distribution and service (12b-1) fee of up to 0.30%, 1.00%, 1.00%, and 0.75% respectively. Approximately seven years after purchase, Class B shares will automatically convert to Class A shares on a quarterly basis. Class Z shares are not subject to a 12b-1 fee. Except where noted, the returns in the tables do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or following the redemption of Fund shares. Without waiver of fees and/or expense subsidization, the Fund’s returns would have been lower.

2Inception dates: Class A, 1/22/90; Class B, 4/22/85; Class C, 8/1/94; Class R, 5/17/04; and Class Z, 3/4/96.

3The Lehman Brothers Government Bond Index (Index) is an unmanaged index of securities issued or backed by the U.S. government, its agencies, and instrumentalities with between 1 and 30 years remaining to maturity. It gives a broad look at how U.S. government bonds have performed.

4The Lehman Brothers U.S. Aggregate Index represents securities that are SEC-registered, taxable, and dollar denominated. The index covers the U.S. investment grade fixed rate bond market, with index components for government and corporate securities, mortgage pass-through securities, and asset-backed securities. These major sectors are subdivided into more specific indices that are calculated and reported on a regular basis.

5The Lipper General U.S. Government Funds Average (Lipper Average) represents returns based on an average return of all funds in the Lipper General U.S. Government Funds category for the periods noted. Funds in the Lipper Average invest primarily in U.S. government and agency issues.

 

Investors cannot invest directly in an index. The returns for the Lehman Brothers Government Bond Index would be lower if they included the effects of sales charges, operating expenses of a mutual fund, or taxes. Returns for the Lipper Average reflect the deduction of operating expenses, but not sales charges or taxes.

 

***Lehman Brothers Government Bond Index Closest Month-End to Inception cumulative total returns as of 2/28/06 are 207.17% for Class A, 404.49% for Class B, 108.48% for Class C, 6.78% for Class R, and 80.62% for Class Z. Lehman Brothers Government Bond Index Closest Month-End to Inception average annual total returns as of 3/31/06 are 7.13% for Class A, 8.00% for Class B, 6.42% for Class C, 3.13% for Class R, and 5.94% for Class Z.

****Lehman U.S. Aggregate ex-Credit Index Closest Month-End to Inception cumulative total return as of 2/28/06 is 7.48% for Class R. Lehman U.S. Aggregate ex-Credit Index Closes Month-End to Inception average annual total return as of 3/31/06 is 3.53% for Class R. Since Inception returns for Class A, Class B, Class C and Class Z are not available.

*****Lipper Average Closest Month-End to Inception cumulative total returns as of 2/28/06 are 170.98% for Class A, 317.65% for Class B, 89.45% for Class C, 6.39% for Class R, and 65.52% for Class Z. Lipper Average Closest Month-End to Inception average annual total returns as of 3/31/06 are 6.27% for Class A, 7.01% for Class B, 5.49% for Class C, 2.69% for Class R, and 4.99% for Class Z.

 

Dryden Government Income Fund, Inc.   3


Your Fund’s Performance (continued)

 

Five Largest Issues* expressed as a percentage of net assets as of 2/28/06  

Federal National Mortgage Association, 5.50%, 8/1/15-2/1/35

   11.5 %

Federal National Mortgage Association, 4.50%, 2/15/11

   5.4  

Federal National Mortgage Association, 5.00%, TBA

   5.0  

Federal Home Loan Mortgage Corp., 4.375%, 2/15/11

   4.8  

Federal Home Loan Mortgage Corp., 5.00%, 6/1/33-5/1/34

   4.2  

* Holdings reflect only long-term investments and are subject to change.

 

4   Visit our website at www.jennisondryden.com


Investment Subadvisor’s Report

 

Prudential Investment Management, Inc.

 

 

Modest returns for U.S. bond market in a momentous year

The Fund’s fiscal year that began March 1, 2005, was an eventful period in the U.S. investment-grade bond market. The Federal Reserve (the Fed) continued its campaign to raise short-term interest rates. The United States Department of the Treasury issued 30-year Treasury bonds for the first time in nearly five years. In addition, the slope of the U.S. Treasury yield curve flattened and eventually inverted late in the reporting period. That is, the yield on the two-year Treasury note rose higher than yields on the 10-year Treasury note and the new 30-year Treasury bond. Typically, longer-term debt securities carry higher yields to compensate investors for the increased sensitivity of their prices to changes in interest rates.

 

Because of the sharp rise in the two-year Treasury note yield and the moderate rise in the 10-year Treasury note yield, both posted lackluster returns for the period, since bond prices move inversely to yields. In contrast, a modest decline in the yields of long-term Treasurys, including the 30-year Treasury bond, enabled these securities to post higher returns than shorter-term Treasurys. This mixed performance was reflected in the modest returns of the Fund, the Lehman Brothers Government Bond Index (the benchmark index), the Lehman Brothers U.S. Aggregate Index Ex-Credit (the style-appropriate benchmark index), and the Lipper General U.S. Government Funds Average (the Lipper Average). For the 12-month reporting period ended February 28, 2006, the Fund lagged both indexes, which do not include the effect of mutual fund operating expenses. Compared to the Lipper Average, the cumulative total returns of the Fund’s Class A, R, and Z shares were higher, but the cumulative total returns of the Fund’s Class B and C shares were lower for the reporting period.

 

Yield curve positioning aided Fund

Among our most important strategic decisions was a continued emphasis on the longer end of the Treasury yield curve, which as previously mentioned was the area that performed better than the remainder of the yield curve. The change in the yield curve largely reflected the trend toward higher short-term interest rates. Fed policymakers were concerned that the U.S. economy might expand too rapidly and boost inflationary pressures. In an effort to gradually rein in economic growth from June 2004 through February 2006, the target for the federal funds rate on overnight loans between banks was increased 14 times in quarter-point increments, from 1.00% to 4.50%. Eight of the increases occurred during the Fund’s reporting period.

 

While the two-year Treasury note yield rose in synch with the federal funds rate, additional factors affected longer-term Treasury yields. Belief that the Fed would succeed in controlling inflation and foreign central banks’ strong demand for intermediate- and long-term Treasurys may have curbed the rise in the 10-year note

 

Dryden Government Income Fund, Inc.   5


Investment Subadvisor’s Report (continued)

 

yield and resulted in the decline in the 30-year bond yield. There was apparently such strong demand for the new 30-year Treasury bond from pension funds and other institutional investors that it provided a lower-than-expected yield when issued in February 2006.

 

Favorable selection among mortgage-backed securities

With yields on long-term Treasurys hovering at low levels, we tried to enhance the Fund’s yield and boost its income by emphasizing high-quality debt securities that provided more attractive yields than Treasurys. That is why, compared to its style-appropriate benchmark index, the Fund had a comparable exposure to mortgage-backed securities (commonly called mortgage pass through securities) but an underweight exposure to Treasurys during the reporting period.

 

The investment environment for mortgage-backed securities was challenging as the supply of securities ballooned. Because mortgage lenders were busy during the housing boom, there was a flood of new securities issued. Then too, regulatory pressures also forced the Federal National Mortgage Association (Fannie Mae) to sell a large amount of mortgage-backed securities to reduce its portfolio and increase its capital reserves in light of accounting irregularities at the mortgage giant. Nevertheless, mortgage-backed securities still performed better than Treasurys for the reporting period.

 

The Fund benefited from favorable security selection within the sector since we focused on securities backed by pools of residential mortgages with characteristics that we believe would aid the securities’ performance. For example, we liked mortgage-backed securities with above-market coupon rates, which tend to do well when rising interest rates slow prepayments, as occurred during the reporting period. Under these market conditions, investors should receive the above-market coupon rate on these securities for a longer time.

 

Large exposure to federal agency securities worked well

Meanwhile, the federal agency securities sector largely shrugged off news about Fannie Mae accounting irregularities. The prospects for increased regulatory oversight, improving agency balance sheets, and a reduced supply of federal agency securities helped boost investor confidence in the sector. The Fund benefited from having an overweight exposure to federal agency securities compared to its style-appropriate benchmark Index for much of the reporting period.

 

Bonds backed by mortgages on commercial properties helped

To further diversify away from Treasurys, the Fund also had an overweight exposure to commercial mortgage-backed securities versus its style-appropriate benchmark

 

6   Visit our website at www.jennisondryden.com


 

 

index. Commercial mortgage-backed securities are bonds secured by mortgage loans on properties such as hotels and shopping centers. We favor this sector for its relative stability, which reflects the fact that the securities are less subject to prepayments than those backed by residential mortgages. Although there was a large supply of newly issued commercial mortgage-backed securities during the reporting period, the sector held up well amid strong investor demand. Favorable security selection within the sector contributed positively to the Fund’s performance.

 

Dryden Government Income Fund, Inc.   7


 

Fees and Expenses (Unaudited)

 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemptions, as applicable, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses, as applicable. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

 

The example is based on an investment of $1,000 invested on September 1, 2005, at the beginning of the period, and held through the six-month period ended February 28, 2006.

 

The Fund’s transfer agent may charge additional fees to holders of certain accounts that are not included in the expenses shown in the table on the following page. These fees apply to Individual Retirement Accounts (IRAs) and Section 403(b) accounts. As of the close of the six-month period covered by the table, IRA fees included an annual maintenance fee of $15 per account (subject to a maximum annual maintenance fee of $25 for all accounts held by the same shareholder). Section 403(b) accounts are charged an annual $25 fiduciary maintenance fee. Some of the fees may vary in amount, or may be waived, based on your total account balance or the number of JennisonDryden or Strategic Partners Funds, including the Fund, that you own. You should consider the additional fees that were charged to your Fund account over the six-month period when you estimate the total ongoing expenses paid over the period and the impact of these fees on your ending account value, as these additional expenses are not reflected in the information provided in the expense table. Additional fees have the effect of reducing investment returns.

 

Actual Expenses

The first line for each share class in the table on the following page provides information about actual account values and actual expenses. You may use the information on this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value ÷ $1,000 = 8.6), then multiply the result by the number on the first line under the heading “Expenses Paid During the Six-Month Period” to estimate the expenses you paid on your account during this period.

 

Hypothetical Example for Comparison Purposes

The second line for each share class in the table on the following page provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before

 

8   Visit our website at www.jennisondryden.com


 

 

expenses, which is not the Fund’s actual return. The hypothetical account values and

expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

 

Please note that the expenses shown in the table are meant to highlight your ongoing costs only, and do not reflect any transactional costs such as sales charges (loads). Therefore the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

Dryden Government
Income Fund, Inc.
  Beginning Account
Value
September 1, 2005
 

Ending Account
Value

February 28, 2006

  Annualized
Expense Ratio
Based on the
Six-Month Period
    Expenses Paid
During the
Six-Month Period*
                             
Class A   Actual   $ 1,000.00   $ 998.10   0.97 %   $ 4.81
    Hypothetical   $ 1,000.00   $ 1,019.98   0.97 %   $ 4.86
                             
Class B   Actual   $ 1,000.00   $ 993.20   1.72 %   $ 8.50
    Hypothetical   $ 1,000.00   $ 1,016.27   1.72 %   $ 8.60
                             
Class C   Actual   $ 1,000.00   $ 994.50   1.47 %   $ 7.27
    Hypothetical   $ 1,000.00   $ 1,017.50   1.47 %   $ 7.35
                             
Class R   Actual   $ 1,000.00   $ 996.40   1.22 %   $ 6.04
    Hypothetical   $ 1,000.00   $ 1,018.74   1.22 %   $ 6.11
                             
Class Z   Actual   $ 1,000.00   $ 999.30   0.72 %   $ 3.57
    Hypothetical   $ 1,000.00   $ 1,021.22   0.72 %   $ 3.61
                             

* Fund expenses (net of fee waivers or subsidies, if any) for each share class are equal to the annualized expense ratio for each share class (provided in the table), multiplied by the average account value over the period, multiplied by the 181 days in the six-month period ended February 28, 2006, and divided by the 365 days in the Fund’s fiscal year ended February 28, 2006 (to reflect the six-month period).

 

Dryden Government Income Fund, Inc.   9


 

 

 

This Page Intentionally Left Blank


Portfolio of Investments

 

as of February 28, 2006

 

Principal
Amount (000)
     Description    Value (Note 1)
                 
  LONG-TERM INVESTMENTS    96.0%
  Asset Backed Securities    1.1%
        

MBNA Master Credit Card Trust,

      
$ 9,800     

Ser. 1999-J, Class A,
7.00%, 2/15/12

   $ 10,439,829
             

  Collateralized Mortgage Obligations    6.8%
        

Federal Home Loan Mortgage Corp.,

      
  9,000     

Ser. 2496, Class PM,
5.50%, 9/15/17

     8,934,899
  7,000     

Ser. 2501, Class MC,
5.50%, 9/15/17

     7,051,450
  6,650     

Ser. 2513, Class HC,
5.00%, 10/15/17

     6,500,392
  5,500     

Ser. 2518, Class PV,
5.50%, 6/15/19

     5,450,914
        

Federal National Mortgage Association,

      
  1,359     

Ser. 1993-29, Class PH,
6.50%, 1/25/23

     1,363,201
        

Ser. 2002-18, Class PC,

      
  11,050     

5.50%, 4/25/17

     11,141,869
        

Ser. 2002-57, Class ND,

      
  7,400     

5.50%, 9/25/17

     7,443,246
        

Ser. 2002-94, Class HQ,

      
  18,000     

4.50%, 1/25/18

     17,063,517
        

Structured Adjustable Rate Mortgage Loan Trust,

      
  2,463     

Ser. 2004-1, Class 4A3,
4.17%, 2/25/34

     2,422,303
             

        

Total collateralized mortgage obligations

     67,371,791
             

  Commercial Mortgage Backed Securities    5.7%
        

Bank of America Commercial Mortgage, Inc.,

      
  5,000     

Ser. 2005-2, Class A5,
4.857%, 7/10/43

     4,838,996
        

Bear Stearns Commercial Mortgage Securities, Inc.,

      
  490     

Ser. 2000-WF1, Class A1,
7.64%, 2/15/32

     505,889
  10,800     

Ser. 2004-T16, Class A5,
4.60%, 2/13/46

     10,322,805
  5,000     

Ser. 2005-PWR8, Class A4,
4.674%, 6/11/41

     4,771,343

 

See Notes to Financial Statements.

 

Dryden Government Income Fund, Inc.   11


Portfolio of Investments

 

as of February 28, 2006 Cont’d.

 

Principal

Amount (000)

       Description    Value (Note 1)
                   
          

CS First Boston Mortgage Securities Corp.,

      
$ 5,000       

Ser. 2005-C3, Class A4,
4.686%, 7/15/37

   $ 4,779,454
          

First Union National Bank Commercial Mortgage Trust,

      
  1,642       

Ser. 2000-C1, Class A1,
7.739%, 5/17/32

     1,679,143
  3,830       

Ser. 2000-C2, Class A1,
6.94%, 10/15/32

     3,892,168
          

GS Mortgage Securities Corp. II,

      
  18,200       

Ser. 2003-C1, Class A3,
4.608%, 1/10/40

     17,513,804
          

Morgan Stanley Capital I,

      
  3,625       

Ser. 2005-T19, Class AAB,
4.852%, 6/12/47

     3,535,236
          

Morgan Stanley Dean Witter Capital I,

      
  4,793       

Ser. 2001-TOP1, Class A2,
6.32%, 2/15/33

     4,838,938
               

          

Total commercial mortgage backed securities

     56,677,776
               

  Corporate Bonds    1.3%
          

International Bank for Reconstruction, NJEDA,

      
  4,255       

4.75%, 2/15/35

     4,131,082
          

New Jersey Economic Development Authority,

      
  11,851       

Ser. B,
Zero Coupon, 2/15/12

     8,746,868
               

          

Total corporate bonds

     12,877,950
               

  Mortgage Backed Securities    44.5%
          

Federal Home Loan Mortgage Corp.,

      
  43,044       

5.00%, 6/1/33 - 5/1/34

     41,818,120
  1,500 (a)     

5.00%, TBA

     1,479,843
  23,500 (a)     

5.00%, TBA

     22,747,265
  7,500 (a)     

6.00%, TBA

     7,570,313
  3,290       

6.00%, 8/1/32 - 9/1/34

     3,325,535
  2,836       

6.50%, 8/1/10 - 9/1/32

     2,903,564
  4,364       

7.00%, 2/1/09 - 9/1/32

     4,426,888
  47 (c)     

7.50%, 6/1/24

     49
  427       

8.00%, 3/1/22 - 5/1/23

     457,632
  246       

8.50%, 6/1/07 - 10/1/18

     264,106
  350       

9.00%, 1/1/20

     375,144
  207       

11.50%, 10/1/19

     225,444

 

See Notes to Financial Statements.

 

12   Visit our website at www.jennisondryden.com


 

 

Principal

Amount (000)

       Description    Value (Note 1)
                   
          

Federal National Mortgage Association,

      
$ 6,705       

4.006%, 9/1/33 FRN

   $ 6,481,263
  7,187       

4.262%, 4/1/34 FRN

     7,094,510
  7,003       

4.45%, 6/1/34 FRN

     6,908,042
  8,343       

4.885%, 10/1/34 FRN

     8,213,680
  25,818       

5.00%, 7/1/18 - 3/1/34

     25,445,142
  50,500 (a)     

5.00%, TBA

     49,789,868
  4,500 (a)     

5.00%, TBA

     4,367,813
  115,013       

5.50%, 8/1/15 - 2/1/35

     114,085,579
  4,000 (a)     

5.50%, TBA

     3,962,500
  21,486       

6.00%, 11/1/14 - 2/1/35

     21,719,424
  10,000 (a)     

6.00%, TBA

     10,090,620
  5,779       

6.276%, 3/1/11

     5,993,167
  18,957       

6.50%, 5/1/09 - 8/1/32

     19,445,738
  16,859       

7.00%, 9/1/11 - 9/1/33

     17,429,513
  11,000 (a)     

7.00%, TBA

     11,374,682
  4,538       

7.50%, 12/1/06 - 10/1/26

     4,662,445
  2       

8.00%, 10/1/24

     2,013
  31       

8.50%, 7/1/17 - 3/1/25

     32,794
  250       

9.00%, 4/1/25

     274,318
  60       

9.50%, 1/1/25

     66,619
          

Government National Mortgage Association,

      
  16,085       

5.00%, 9/15/33 - 4/15/34

     15,850,410
  5,000 (a)     

5.00%, TBA

     4,920,310
  11,549       

7.00%, 2/15/09 - 2/15/29

     12,057,469
  1,861       

7.50%, 7/15/07 - 7/15/24

     1,947,892
  1,212       

8.50%, 4/15/25

     1,318,350
  857       

9.50%, 12/15/16 - 8/20/21

     937,590
               

          

Total mortgage backed securities

     440,065,654
               

  Small Business Administration Agency    3.5%
          

Small Business Administration Participation Certificates,

      
  2,498       

Ser. 1995-B,
8.15%, 2/1/15

     2,630,263
  6,889       

Ser. 1995-L,
6.45%, 12/1/15

     7,059,631
  8,785       

Ser. 1996-H,
7.25%, 8/1/16

     9,148,403
  6,232       

Ser. 1996-K,
6.95%, 11/1/16

     6,455,926

 

See Notes to Financial Statements.

 

Dryden Government Income Fund, Inc.   13


Portfolio of Investments

 

as of February 28, 2006 Cont’d.

 

Principal

Amount (000)

       Description    Value (Note 1)
                   
$ 2,527       

Ser. 1997-A,
7.15%, 1/1/17

   $ 2,630,939
  6,323       

Ser. 1998-I,
6.00%, 9/1/18

     6,464,119
               

          

Total small business administration agency

     34,389,281
               

  Sovereign Bonds    0.8%
          

Deutsche Bundesrepublik,

      
EUR 1,245       

Series 05,
4.00%, 1/4/37

     1,562,305
GBP 1,405       

United Kingdom Gilt,
4.75%, 9/7/15

     2,571,055
GBP 1,975       

United Kingdom Gilt,
5.00%, 3/7/25

     3,907,548
               

          

Total sovereign bonds

     8,040,908
               

  U.S. Government Agency Securities    23.2%
          

Federal Farm Credit Bank,

      
$ 9,600       

3.75%, 1/15/09

     9,300,826
  7,955       

4.125%, 7/17/09

     7,752,084
          

Federal Home Loan Bank,

      
  21,455       

4.625%, 1/18/08 - 2/18/11

     21,234,239
  29,070       

4.75%, 8/13/10

     28,811,684
  8,000       

6.045%, 2/20/07 FRN

     8,153,680
          

Federal Home Loan Mortgage Corp.,

      
  48,810       

4.375%, 1/25/10

     47,698,987
  9,080       

4.75%, 1/18/11 - 1/19/16

     8,962,127
          

Federal National Mortgage Association,

      
  54,725       

4.50%, 2/15/11

     53,678,435
  11,550       

5.00%, 3/15/16

     11,621,564
          

Financing Corp. Fico,

      
  10,000       

Zero coupon, 5/11/18

     5,489,150
          

Tennessee Valley Authority, Ser. B,

      
  23,590 (d)     

4.375%, 6/15/15

     22,576,739
  3,115       

5.88%, 4/1/36

     3,532,855
               

          

Total U. S. government agency securities

     228,812,370
               

 

See Notes to Financial Statements.

 

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Principal

Amount (000)

       Description    Value (Note 1)
                   
  U.S. Government Treasury Obligations    9.1%
          

United States Treasury Bonds,

      
$ 1,279       

2.00%, 1/15/26

   $ 1,286,775
  3,870       

4.50%, 2/15/36

     3,867,883
  17,590 (b)     

5.50%, 8/15/28

     19,611,477
  8,965       

6.00%, 2/15/26

     10,478,543
  8,935       

6.125%, 8/15/29

     10,787,270
  11,326 (d)     

8.125%, 05/15/21 - 8/15/21

     15,497,046
  1,580 (b)     

8.75%, 5/15/20

     2,235,823
  14,400 (d)     

13.25%, 5/15/14

     18,046,684
          

United States Treasury Notes,

      
  2,353       

1.875%, 7/15/15

     2,330,199
  1,605       

4.50%, 2/28/11

     1,597,853
          

United States Treasury Strip,

      
  8,585       

Zero coupon, 5/15/19

     4,612,617
               

          

Total U. S. government treasury obligations

     90,352,170
               

          

Total long-term investments
(cost $958,298,289)

     949,027,729
               

Shares

             
  SHORT-TERM INVESTMENTS    20.1%
  Affiliated Mutual Funds
  8,304,541       

Dryden Core Investment Fund-Dryden Short-Term Core Bond Series (cost $83,045,409) (Note 3)(f)

     83,045,409
  115,172,295 (e)     

Dryden Core Investment Fund-Taxable Money Market Series
(cost $115,172,295; includes $42,897,660 of cash collateral received for securities on loan) (Note 3)(f)

     115,172,295
               

          

Total short-term investments
(cost $198,217,704)

     198,217,704
               

Contracts

             
  OUTSTANDING OPTIONS PURCHASED
  Options                
  114       

90 Day Euro, expiring 9/18/06 @ $95.25
(cost $132,181)

     13,538
               

          

Total Investments, Before Outstanding Options Written    116.1%
(cost $1,156,648,174; Note 5)

     1,147,258,971
               

 

See Notes to Financial Statements.

 

Dryden Government Income Fund, Inc.   15


Portfolio of Investments

 

as of February 28, 2006 Cont’d.

 

Contracts

     Description    Value (Note 1)  
                 
OUTSTANDING OPTIONS WRITTEN  
Options                
114     

90 Day Euro, expiring 9/18/06 @ $95.75
(premiums received $60,119)

   $ (4,275 )
           


      

Total Investments, Net of Outstanding Options Written    116.1%
(cost $1,156,588,055)

     1,147,254,696  
      

Other liabilities in excess of other assets(g)    (16.1%)

     (158,835,465 )
           


      

Net Assets    100.0%

   $ 988,419,231  
           



EUR—Euro

GBP—Pound Sterling

FRN—Floating Rate Note

(a) All or partial principal amount of $113,875,089 represents to-be-announced (“TBA”) mortgage dollar rolls.
(b) All or partial principal amount pledged as collateral for financial future contracts, swaps, and written options.
(c) Represents actual principal amount (not rounded to nearest thousand).
(d) All or portion of securities on loan with an aggregate market value of $41,736,946; cash collateral of $42,897,660 (included with liabilities) was received with which the Fund purchased highly liquid short-term investments.
(e) Represents security, or portion thereof, purchased with cash collateral received for securities on loan.
(f) Prudential Investments LLC, the manager of the Fund, also serves as manager of the Dryden Core Investment Fund—Taxable Money Market Series and Dryden Short-Term Core Bond Series.
(g) Other liabilities in excess of other assets include net unrealized appreciation (depreciation) on futures contracts, forward currency contracts and interest rate swap agreements as follows:

 

Open futures contracts outstanding at February 28, 2006:

 

Number of
Contracts


  Type

  Expiration
Date


  Value at
February 28,
2006


  Value at
Trade
Date


  Unrealized
Appreciation
(Depreciation)


 
    Long Positions:                        
242   July Fed Funds   Jul. 2006   $ 95,824,540   $ 95,840,810   $ (16,270 )
236   90 Day Euro   Sept. 2006     55,976,250     55,976,934     (684 )
115   30 Yr. U.S. T-Bond   Mar. 2006     13,005,781     12,812,974     192,807  
460   30 Yr. U.S. T-Bond   Jun. 2006     52,023,125     51,796,394     226,731  
    Short Positions:                        
118   90 Day Euro   Mar. 2006     28,059,663     28,058,583     (1,080 )
118   90 Day Euro   Mar. 2007     28,025,000     28,024,658     (342 )
599   10 Yr. U.S. T-Notes   Jun. 2006     64,635,844     64,444,531     (191,313 )
1,037   2 Yr. U.S. T-Notes   Jun. 2006     211,936,875     211,717,570     (219,305 )
255   5 Yr. U.S. T-Notes   Jun. 2006     26,822,813     26,839,732     16,919  
                       


                        $ 7,463  
                       


 

See Notes to Financial Statements.

 

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Forward foreign currency contracts outstanding at February 28, 2006:

 

Purchase Contracts

   Value Payable at
Settlement Date


  Value at
February 28,
2006


 

Unrealized
Appreciation/

(Depreciation)


 
New Zealand Dollars,
Expiring 3/17/06
   $ 608,565   $ 602,842   $ (5,723 )
    

 

 


 

Sales Contracts

   Value Receivable at
Settlement Date


  Value at
February 28,
2006


 

Unrealized
Appreciation/

(Depreciation)


 
Euros,                     
Expiring 3/24/06    $ 1,556,502   $ 1,556,444   $ 58  
Pounds Sterling,                     
Expiring 3/24/06      4,128,911     4,153,120     (24,209 )
New Zealand Dollars,                     
Expiring 3/17/06      612,758     602,842     9,916  
    

 

 


     $ 6,298,171   $ 6,312,406   $ (14,235 )
    

 

 


 

Interest rate swap agreements outstanding at February 28, 2006:

 

Counterparty (a)


   Termination
Date


   Notional
Amount (000)


   Fixed
Rate


    Floating Rate

   Unrealized
Appreciation
(Depreciation)


 

Morgan Stanley Capital Services, Inc.

   7/14/10    5,200    5.047 %   3 month LIBOR    $ 2,651  

Merrill Lynch Capital Services, Inc.

   12/15/15    4,900    5.10 %   3 month LIBOR      (8,874 )

Merrill Lynch Capital Services, Inc.

   12/15/25    3,300    5.25 %   3 month LIBOR      65,856  
                         


                          $ 59,633  
                         



(a) Fund pays the floating rate and receives the fixed rate.

 

See Notes to Financial Statements.

 

Dryden Government Income Fund, Inc.   17


Portfolio of Investments

 

as of February 28, 2006 Cont’d.

 

The industry classification of portfolio holdings and other liabilities in excess of other assets shown as a percentage of net assets as of February 28, 2006 was as follows:

 

Mortgage Backed Securities

   44.5 %

U.S. Government Agency Securities

   23.2  

Affiliated Mutual Funds (including 4.3% of collateral received for securities on loan)

   20.1  

U.S. Government Treasury Obligations

   9.1  

Collateralized Mortgage Obligations

   6.8  

Commercial Mortgage Backed Securities

   5.7  

Small Business Administration Agency

   3.5  

Corporate Bonds

   1.3  

Asset Backed Securities

   1.1  

Sovereign Bonds

   0.8  
    

     116.1  

Other liabilities in excess of other assets

   (16.1 )
    

     100.0 %
    

 

Industry classification is subject to change.

 

See Notes to Financial Statements.

 

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Financial Statements

 

FEBRUARY 28, 2006   ANNUAL REPORT

 

Dryden Government Income Fund, Inc.


Statement of Assets and Liabilities

 

as of February 28, 2006

 

Assets

        

Investments at value, including securities on loan of $41,736,946:

        

Unaffiliated investments (cost $958,430,470)

   $ 949,041,267  

Affiliated investments (cost $198,217,704)

     198,217,704  

Receivable for investments sold

     143,907,888  

Dividends and interest receivable

     4,954,198  

Receivable for Fund shares sold

     1,533,426  

Unrealized appreciation on swaps

     68,507  

Prepaid expenses

     40,426  

Unrealized appreciation on forward currency contracts

     9,974  

Receivable for securities lending, net

     7,706  
    


Total assets

     1,297,781,096  
    


Liabilities

        

Payable for investments purchased

     262,580,135  

Payable to broker for collateral for securities on loan

     42,897,660  

Payable for Fund shares reacquired

     1,346,274  

Payable to custodian

     704,438  

Accrued expenses

     420,374  

Management fee payable

     377,939  

Transfer agent fee payable

     336,017  

Dividends payable

     239,241  

Distribution fee payable

     226,742  

Due to broker—variation margin

     128,016  

Deferred directors’ fees

     61,948  

Unrealized depreciation on forward currency contracts

     29,932  

Unrealized depreciation on swaps

     8,874  

Outstanding option written (premium received $60,119)

     4,275  
    


Total liabilities

     309,361,865  
    


Net Assets

   $ 988,419,231  
    


          

Net assets were comprised of:

        

Common stock, at par

   $ 1,113,564  

Paid-in-capital in excess of par

     1,060,410,456  
    


       1,061,524,020  

Accumulated net realized loss on investments and foreign currency transactions

     (63,819,488 )

Net unrealized depreciation on investments and foreign currencies

     (9,285,301 )
    


Net assets, February 28, 2006

   $ 988,419,231  
    


 

See Notes to Financial Statements.

 

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Class A

      

Net asset value and redemption price per share

      

($789,161,938 ÷ 88,906,436 shares of common stock issued and outstanding)

   $ 8.88

Maximum sales charge (4.50% of offering price)

     .42
    

Maximum offering price to public

   $ 9.30
    

Class B

      

Net asset value, offering price and redemption price per share

      

($89,585,129 ÷ 10,074,878 shares of common stock issued and outstanding)

   $ 8.89
    

Class C

      

Net asset value, offering price and redemption price per share

      

($11,596,655 ÷ 1,304,145 shares of common stock issued and outstanding)

   $ 8.89
    

Class R

      

Net asset value, offering price and redemption price per share

      

($2,585 ÷ 291 shares of common stock issued and outstanding)

   $ 8.88
    

Class Z

      

Net asset value, offering price and redemption price per share

      

($98,072,924 ÷ 11,070,614 shares of common stock issued and outstanding)

   $ 8.86
    

 

See Notes to Financial Statements.

 

Dryden Government Income Fund, Inc.   21


Statement of Operations

 

Year Ended February 28, 2006

 

Net Investment Income

        

Income

        

Unaffiliated interest income

   $ 42,111,626  

Affiliated dividend income

     6,245,609  

Affiliated income from securities loaned, net

     241,639  
    


Total income

     48,598,874  
    


Expenses

        

Management fee

     5,111,119  

Distribution fee—Class A

     2,028,799  

Distribution fee—Class B

     1,056,807  

Distribution fee—Class C

     98,315  

Distribution fee—Class R

     13  

Transfer agent’s fees and expenses (including affiliated expense of $1,059,900) (Note 3)

     1,620,000  

Custodian’s fees and expenses

     320,000  

Reports to shareholders

     140,000  

Registration fees

     35,000  

Directors’ fees

     27,000  

Legal fees and expenses

     25,000  

Audit fee

     23,000  

Insurance

     22,000  

Miscellaneous

     21,375  
    


Total expenses

     10,528,428  
    


Net investment income

     38,070,446  
    


Realized And Unrealized Gain (loss) On Investments And Foreign Currency Transactions

        

Net realized gain (loss) on:

        

Investment transactions

     (3,087,541 )

Foreign currency transactions

     (19,282 )

Financial futures transactions

     2,906,484  

Written option transactions

     16,667  

Swaps

     (223,318 )
    


       (406,990 )
    


Net change in unrealized appreciation (depreciation) on:

        

Investments

     (14,973,714 )

Foreign currencies

     (19,038 )

Financial futures contracts

     (199,857 )

Written options

     55,844  

Swaps

     59,633  
    


       (15,077,132 )
    


Net loss on investments and foreign currency transactions

     (15,484,122 )
    


Net Increase In Net Assets Resulting From Operations

   $ 22,586,324  
    


 

See Notes to Financial Statements.

 

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Statement of Changes in Net Assets

 

 

     Year Ended February 28,

 
     2006        2005  

Increase (Decrease) In Net Assets

                   

Operations

                   

Net investment income

   $ 38,070,446        $ 39,272,821  

Net realized loss on investments and foreign currency transactions

     (406,990 )        (3,785,809 )

Net change in unrealized appreciation (depreciation) on investments and foreign currencies

     (15,077,132 )        (23,074,195 )
    


    


Net increase in net assets resulting from operations

     22,586,324          12,412,817  
    


    


Dividends from net investment income (Note 1)

                   

Class A

     (33,339,642 )        (34,980,513 )

Class B

     (3,534,731 )        (4,625,730 )

Class C

     (471,565 )        (678,700 )

Class R

     (98 )        (52 )

Class Z

     (4,049,964 )        (3,738,719 )
    


    


       (41,396,000 )        (44,023,714 )
    


    


Fund share transactions (net of share conversions) (Note 6)

                   

Net proceeds from shares sold

     145,640,720          143,477,512  

Net asset value of shares issued in reinvestment of dividends

     31,954,020          33,070,135  

Cost of shares reacquired

     (230,442,462 )        (260,210,532 )
    


    


Net decrease in net assets from Fund share transactions

     (52,847,722 )        (83,662,885 )
    


    


Total decrease

     (71,657,398 )        (115,273,782 )

Net Assets

                   

Beginning of year

     1,060,076,629          1,175,350,411  
    


    


End of year

   $ 988,419,231        $ 1,060,076,629  
    


    


 

See Notes to Financial Statements.

 

Dryden Government Income Fund, Inc.   23


 

Notes to Financial Statements

 

Dryden Government Income Fund, Inc., (the “Fund”), is registered under the Investment Company Act of 1940 as a diversified, open-end management investment company. Investment operations commenced on April 22, 1985. The Fund’s investment objective is to seek high current return. The Fund will seek to achieve this objective by investing primarily in U.S. Government Securities, including U.S. Treasury bills, notes, bonds, strips and other debt securities issued by the U.S. Treasury, and obligations, including mortgage-related securities, issued or guaranteed by U.S. Government agencies or instrumentalities.

 

Note 1. Accounting Policies

 

The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements.

 

Security Valuation: Securities listed on a securities exchange (other than options on securities and indices) are valued at the last sales price on such exchange on the day of valuation or, if there was no sale on such day, at the mean between the last reported bid and ask prices, or at the last bid price on such day in the absence of an asked price. Securities traded via NASDAQ are valued at the NASDAQ Official Closing Price (“NOCP”) on the day of valuation, or if there was no NOCP, at the last sale price. Securities that are actively traded in the over-the-counter market, including listed securities for which the primary market is believed by Prudential Investments LLC (“PI” or “Manager”), in consultation with the subadviser, to be over-the-counter, are valued at market value using prices provided by an independent pricing agent or principal market maker.

 

U.S. government securities that are actively traded in the over-the-counter market, including listed securities for which the primary market is believed by an Adviser in consultation with the Manager to be over-the-counter, are valued by an independent pricing agent or more than one principal market maker (if available, otherwise by a principal market maker or a primary market dealer). Options on securities and indices traded on an exchange are valued on their last sales price as of the close of trading on the applicable exchange or, if there was no sale, at the mean between the most recently quoted bid and asked prices on such exchange.

 

Securities for which market quotations are not readily available, or whose values have been affected by events occurring after the close of the security’s foreign market and before the Fund’s normal pricing time, are valued at fair value in accordance with the Board of Directors’ approved fair valuation procedures. When determining the fair

 

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valuation of securities some of the factors influencing the valuation include, the nature of any restrictions on disposition of the securities; assessment of the general liquidity of the securities; the issuer’s financial condition and the markets in which it does business; the cost of the investment; the size of the holding and the capitalization of issuer; the prices of any recent transactions or bids/offers for such securities or any comparable securities; any available analyst media or other reports or information deemed reliable by the investment adviser regarding the issuer or the markets or industry in which it operates. Using fair value to price securities may result in a value that is different from a security’s most recent closing price and from the price used by other mutual funds to calculate their net asset values.

 

Futures contracts and options thereon traded on a commodities exchange or board of trade are valued at the last sale price at the close of trading on such exchange or board of trade or, if there was no sale on the applicable commodities exchange or board of trade on such day, at the mean between the most recently quoted prices on such exchange or board of trade or at the last bid price in the absence of an asked price.

 

Certain fixed income securities for which daily market daily quotations are not readily available may be valued with reference to fixed income securities whose prices are more readily available, pursuant to guidelines established by the Board of Directors. Prices may be obtained from independent pricing services which use information provided by market makers or estimates of market values obtained from yield data relating to investments or securities with similar characteristics.

 

Investments in mutual funds are valued at their net asset value as of the close of the New York Stock Exchange on the date of valuation.

 

Short-term securities which mature in sixty days or less are valued at amortized cost, which approximates market value. The amortized cost method involves valuing a security at its cost on the date of purchase and thereafter assuming a constant amortization to maturity of the difference between the principal amount due at maturity and cost. Short-term securities which mature in more than sixty days are valued at current market quotations.

 

Financial Futures Contracts: A financial futures contract is an agreement to purchase (long) or sell (short) an agreed amount of securities at a set price for delivery on a future date. Upon entering into a financial futures contract, the Fund is required to pledge to the broker an amount of cash and/or other assets equal to a certain percentage of the contract amount. This amount is known as the “initial margin.” Subsequent payments, known as “variation margin,” are made or received by the

 

Dryden Government Income Fund, Inc.   25


Notes to Financial Statements

 

Cont’d

 

 

Fund each day, depending on the daily fluctuations in the value of the underlying security. Such variation margin is recorded for financial statement purposes on a daily basis as unrealized gain or loss. When the contract expires or is closed, the gain or loss is realized and is presented in the Statement of Operations as net realized gain or loss on financial futures transactions.

 

The Fund invests in financial futures contracts in order to hedge its existing portfolio securities, or securities the Fund intends to purchase, against fluctuations in value caused by changes in prevailing interest rates or market conditions. Should interest rates move unexpectedly, the Fund may not achieve the anticipated benefits of the financial futures contracts and may realize a loss. The use of futures transactions involves the risk of imperfect correlation in movements in the price of futures contracts, interest rates and the underlying hedged assets.

 

Options: The Fund may either purchase or write options in order to hedge against adverse market movements or fluctuations in value caused by changes in prevailing interest rates with respect to securities which the Fund currently owns or intends to purchase. The Fund’s principal reason for writing options is to realize, through receipt of premiums, a greater current return than would be realized on the underlying security alone. When the Fund purchases an option, it pays a premium and an amount equal to that premium is recorded as an asset. When the Fund writes an option, it receives a premium and an amount equal to that premium is recorded as a liability. The asset or liability is adjusted daily to reflect the current market value of the option. If an option expires unexercised, the Fund realizes a gain or loss to the extent of the premium received or paid. If an option is exercised, the premium received or paid is recorded as an adjustment to the proceeds from the sale or the cost of the purchase in determining whether the Fund has realized a gain or loss. The difference between the premium and the amount received or paid on effecting a closing purchase or sale transaction is also treated as a realized gain or loss. Gain or loss on purchased options is included in net realized gain or loss on investment transactions. Gain or loss on written options is presented separately as net realized gain or loss on option written.

 

The Fund, as writer of an option, may have no control over whether the underlying securities may be sold (called) or purchased (put). As a result, the Fund bears the market risk of an unfavorable change in the price of the security underlying the written option. The Fund, as purchaser of an option, bears the risk of the potential inability of the counterparties to meet the terms of their contracts.

 

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Swaps: The Fund may enter into swap agreements. A swap is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The Fund enters into interest rate swap agreements to manage its exposure to interest rates and credit risk.

 

Interest rate swap agreements involve the exchange by the Fund with another party of their respective commitments to pay or receive interest and may involve payment/receipt of a premium at the time of initiation of the swap agreement. Dividends and interest on the securities in the swap are included in the value of the exchange. The swaps are valued daily at current market value and any unrealized gain or loss is included in the net unrealized appreciation or depreciation on investments. Gain or loss is realized on the termination date of the swap and is equal to the difference between the Fund’s basis in the swap and the proceeds of the closing transaction, including fees. During the period that the swap agreement is open, the Fund may be subject to risk from the potential inability of the counterparty to meet the terms of the agreement.

 

Financial future contracts, swaps and written options involve elements of both market and credit risk in excess of the amounts reflected on the Statement of Assets and Liabilities.

 

Securities Lending: The Fund may lend its portfolio securities to broker-dealers. The loans are secured by collateral at least equal at all times to the market value of the securities loaned. Loans are subject to termination at the option of the borrower or the Fund. Upon termination of the loan, the borrower will return to the lender securities identical to the loaned securities. Should the borrower of the securities fail financially, the Fund has the right to repurchase the securities using the collateral in the open market. The Fund recognizes income, net of any rebate and securities lending agent fees, for lending its securities in the form of fees or interest on the investment of any cash received as collateral. The Fund also continues to receive interest and dividends or amounts equivalent thereto, on the securities loaned and recognizes any unrealized gain or loss in the market price of the securities loaned that may occur during the term of the loan.

 

Dollar Rolls: The Fund enters into mortgage dollar rolls in which the Fund sells mortgage securities for delivery in the current month, realizing a gain (loss), and simultaneously contracts to repurchase somewhat similar (same type, coupon and maturity) securities on a specified future date. During the roll period, the Fund forgoes principal and interest paid on the securities. The Fund is compensated by the interest earned on the cash proceeds of the initial sale and by the lower repurchase price at the future date. The difference between the sales proceeds and the lower repurchase

 

Dryden Government Income Fund, Inc.   27


Notes to Financial Statements

 

Cont’d

 

 

price is recorded as a realized gain. The Fund maintains a segregated account, the dollar value of which is at least equal to its obligations, with respect to dollar rolls.

 

Securities Transactions and Net Investment Income: Securities transactions are recorded on the trade date. Realized and unrealized gains or loss from investment on sales of portfolio securities are calculated on the identified cost basis. Interest income is recorded on the accrual basis. The Fund amortizes premiums and accretes original issue discount on portfolio securities as adjustments to interest income. Expenses are recorded on the accrual basis.

 

Net investment income or loss (other than distribution fees which are charged directly to the respective class) and unrealized and realized gains or loss are allocated daily to each class of shares based upon the relative proportion of net assets of each class at the beginning of the day.

 

Dividends and Distributions: The Fund declares daily dividends from net investment income. Payment of dividends is made monthly. Distributions of net capital gains, if any, are made annually.

 

Dividends and distributions are determined in accordance with federal income tax regulations which may differ from generally accepted accounting principles, and are recorded on the ex-dividend date. Permanent book/tax differences relating to income and gains are reclassified amongst distributions in excess of net income, accumulated net realized gain or loss and paid-in-capital in excess of par, as appropriate.

 

Taxes: For federal income tax purposes it is the Fund’s policy to continue to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable net income and capital gains, if any, to its shareholders. Therefore, no federal income tax provision is required.

 

Estimates: The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.

 

Note 2. Agreements

 

The Fund has a management agreement with PI. Pursuant to this agreement, PI has responsibility for all investment advisory services and supervises the subadviser’s

 

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performance of such services. PI has entered into a subadvisory agreement with Prudential Investment Management, Inc. (“PIM”). The subadvisory agreement provides that PIM will furnish investment advisory services in connection with the management of the Fund. In connection therewith, PIM is obligated to keep certain books and records of the Fund. PI pays for the services of PIM, the cost of compensation of officers and employees of the Fund, occupancy and certain clerical and bookkeeping costs of the Fund. The Fund bears all other costs and expenses.

 

For the period March 1, 2005 through June 30, 2005, the management fee paid to PI was computed daily and payable monthly at an annual rate of .50 of 1% of the Fund’s average daily net assets up to and including $3 billion and .35 of 1% of the average daily net assets of the Fund in excess of $3 billion. Effective July 1, 2005, the management fee paid to PI is computed daily and payable monthly at an annual rate of .50 of 1% of the Fund’s average daily net assets up to and including $1 billion, .45 of 1% of the Fund’s average daily net assets of the next $1 billion, .35 of 1% of the Fund’s average daily net assets of the next $1 billion, and .30 of 1% of the average daily net assets of the Fund in excess of $3 billion. The effective management fee rate was .499 of 1% for the year ended February 28, 2006.

 

The Fund has a distribution agreement with Prudential Investment Management Services LLC (“PIMS”), which acts as the distributor of the Class A, Class B, Class C, Class R and Class Z shares of the Fund. The Fund compensates PIMS for distributing and servicing the Fund’s Class A, Class B, Class C and Class R shares pursuant to plans of distribution (the “Class A, B, C and R Plans”), regardless of expenses actually incurred by PIMS. The distribution fees are accrued daily and payable monthly. No distribution or service fees are paid to PIMS as distributor of the Class Z shares of the Fund.

 

Pursuant to the Class A, B, C and R Plans, the Fund compensates PIMS for distribution related activities at an annual rate of up to .30 of 1%, 1%, 1% and .75 of 1% of the average daily net assets of the Class A, B, C and R shares, respectively. For the year ended February 28, 2006, PIMS contractually agreed to limit such fees to .25 of 1%, .75 of 1% and .50 of 1% of the average daily net assets of the Class A, Class C and Class R shares, respectively.

 

PIMS has advised the Fund that it has received approximately $179,100 in front-end sales charges resulting from sales of Class A share, during the year ended February 28, 2006. From these fees, PIMS paid a substantial portion of such sales charges to affiliated broker-dealers, which in turn paid commissions to salespersons and incurred other distribution costs.

 

Dryden Government Income Fund, Inc.   29


Notes to Financial Statements

 

Cont’d

 

 

PIMS has advised the Fund that for the year ended February 28, 2006, it received approximately $262,200 and $25,500 in contingent deferred sales charges imposed upon redemptions by certain Class B and Class C shareholders, respectively.

 

PI, PIM and PIMS are indirect, wholly-owned subsidiaries of Prudential Financial, Inc. (“Prudential”).

 

The Fund, along with other affiliated registered investment companies (the “Funds”), is a party to a syndicated credit agreement (“SCA”) with two banks. The SCA provides for a commitment of $500 million. Interest on any borrowings under the SCA would be incurred at market rates. For the period from October 29, 2004 through October 28, 2005, the Fund paid a commitment fee of .075 of 1% of the unused portion of the agreement. Effective October 29, 2005, the Funds renewed the SCA with the banks. The commitment under the renewed SCA continues to be $500 million. The Fund pays a commitment fee of .0725 of 1% of the unused portion of the renewed SCA. The commitment fee is accrued daily and paid quarterly and is allocated to the Funds pro-rata based on net assets. The purpose of the SCA is to serve as an alternative source of funding for capital share redemptions. The expiration date of the renewed SCA is October 27, 2006. The Fund did not borrow any amounts pursuant to the SCA during the year ended February 28, 2006.

 

Note 3. Other Transactions with Affiliates

 

Prudential Mutual Fund Services LLC (“PMFS”), an affiliate of PI and an indirect, wholly-owned subsidiary of Prudential, serves as the Fund’s transfer agent. Transfer agent’s fees and expenses in the Statement of Operations include certain out-of-pocket expenses paid to non-affiliates, where applicable.

 

The Fund pays networking fees to affiliated and unaffiliated broker/dealers. These networking fees are payments made to broker/dealers that clear mutual fund transactions through a national clearing system. For the year ended February 28, 2006, the Fund incurred approximately $152,500 in total networking fees. These amounts are included in transfer agent’s fees and expenses in the Statement of Operations.

 

PIM is the Fund’s security lending agent. For the year ended February 28, 2006, PIM has been compensated approximately $98,400 for these services.

 

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The Fund invests in the Taxable Money Market Series and the Dryden Short-Term Core Bond Series, separate portfolios of Dryden Core Investment Fund, pursuant to an exemptive order received from the Securities and Exchange Commission. Taxable Money Market Series and the Dryden Short-Term Core Bond Series are mutual funds registered under the Investment Company Act of 1940, as amended, and managed by PI.

 

Note 4. Portfolio Securities

 

Purchases and sales of portfolio securities, excluding short-term investments, for the year ended February 28, 2006, aggregated $5,929,387,810 and $5,866,153,594, respectively.

 

Transactions in options written during the year ended February 28, 2006, were as follows:

 

    

Number of

Contracts


    

Premiums

Received


 

Options outstanding at February 28, 2005

        $  

Options written

   581        133,828  

Options terminated in closing purchase transactions

   (331 )      (57,062 )

Options expired

   (136 )      (16,647 )
    

  


Options outstanding at February 28, 2006

   114      $ 60,119  
    

  


 

The average balance of dollar rolls outstanding during the year ended February 28, 2006 was approximately $97,850,685. The amount of dollar rolls outstanding at February 28, 2006 was $20,424,838 (principal $20,000,000), which was 2.1% of total assets.

 

Note 5. Distributions and Tax Information

 

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 investment income and accumulated net realized loss on investments and foreign currency transactions 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 loss on investments and foreign currency transactions. For the year ended February 28, 2006, the adjustments were to increase accumulated net investment income by $3,325,554, increase accumulated net realized loss on investments and foreign currency transactions by $32,717 and decrease paid-in-capital in excess of par by $3,292,837, due to differences in the treatment of premium amortization, paydown gains, swaps and the expiration of some of the Fund’s capital loss

 

Dryden Government Income Fund, Inc.   31


Notes to Financial Statements

 

Cont’d

 

carryforward. Net investment income, net realized losses and net assets were not affected by this change.

 

For the years ended February 28, 2006 and February 28, 2005, the tax character of distributions paid by the Fund of $41,396,000 and $44,023,714, respectively, was ordinary income.

 

As of February 28, 2006, the accumulated undistributed earnings on a tax basis consisted of $522,299 of ordinary income. This amount includes a dividends payable of $239,241 as of February 28, 2006.

 

As of February 28, 2006, the Fund had a capital loss carryforward for tax purposes of approximately $60,427,000 of which $1,537,000 expires in 2007, $20,444,000 expires in 2008, $21,641,000 expires in 2009, $14,960,000 expires in 2013 and $1,845,000 expires in 2014. Approximately $3,290,000 of the Fund’s capital loss carryforward expired unused in the fiscal year ended February 28, 2006. Accordingly, no capital gains distribution is expected to be paid to shareholders until net gains have been realized in excess of such carryforward. The Fund elected to treat post- October currency losses of approximately $37,000 and capital losses of approximately $1,807,000 as having been incurred in the following fiscal year.

 

The United States federal income tax basis of the Fund’s investments and the net unrealized depreciation as of February 28, 2006 were as follows:

 

Tax Basis


  

Appreciation


  

Depreciation


  

Net Unrealized

Depreciation


  

Other Cost
Basis
Adjustments


  

Adjusted Net
Unrealized
Depreciation


$1,158,170,476    $4,680,596    $(15,592,101)    $(10,911,505)    $46,801    $(10,864,704)

 

The difference between book basis and tax basis was primarily attributable to deferred losses on wash sales and differences in the treatment of premium amortization for book and tax purposes.

 

Note 6. Capital

 

The Fund offers Class A, Class B, Class C, Class R and Class Z shares. Class A shares are sold with a front-end sales charge of up to 4.50% and all investors who purchase Class A shares in an amount of $1 million or more and sell these shares within 12 months of purchase are subject to a contingent deferred sales charge (CDSC) of 1%, including investors who purchase their shares through broker-dealers affiliated with Prudential. Class B shares are sold with a contingent deferred sales charge which declines from 5% to zero depending on the period of time the shares are held. Class

 

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C shares purchased are subject to a CDSC of 1% for 12 months from the date of purchase. Class B shares automatically convert to Class A shares on a quarterly basis approximately seven years after purchase. A special exchange privilege is also available for shareholders who qualified to purchase Class A shares at net asset value. Class R and Class Z shares are not subject to any sales or redemption charge and are offered exclusively for sale to a limited group of investors.

 

There are 2 billion shares of common stock, $.01 par value per share, divided into four classes, designated Class A, Class B, Class C, Class R and Class Z common stock, each of which consists of 500,000,000 authorized shares.

 

Transactions in shares of common stock were as follows:

 

Class A


   Shares

    Amount

 

Year ended February 28, 2006:

              

Shares sold

   12,423,526     $ 111,530,616  

Shares issued in reinvestment of dividends

   2,767,256       24,850,656  

Shares reacquired

   (19,442,744 )     (174,569,289 )
    

 


Net increase (decrease) in shares outstanding before conversion

   (4,251,962 )     (38,188,017 )

Shares issued upon conversion from Class B

   1,302,397       11,725,701  
    

 


Net increase (decrease) in shares outstanding

   (2,949,565 )   $ (26,462,316 )
    

 


Year ended February 28, 2005:

              

Shares sold

   9,549,874     $ 87,013,949  

Shares issued in reinvestment of dividends

   2,778,247       25,286,478  

Shares reacquired

   (19,428,136 )     (176,965,128 )
    

 


Net increase (decrease) in shares outstanding before conversion

   (7,100,015 )     (64,664,701 )

Shares issued upon conversion from Class B

   1,138,400       10,434,525  
    

 


Net increase (decrease) in shares outstanding

   (5,961,615 )   $ (54,230,176 )
    

 


Class B


            

Year ended February 28, 2006:

              

Shares sold

   538,072     $ 4,842,226  

Shares issued in reinvestment of dividends

   309,653       2,787,168  

Shares reacquired

   (3,071,187 )     (27,619,824 )
    

 


Net increase (decrease) in shares outstanding before conversion

   (2,223,462 )     (19,990,430 )

Shares reacquired upon conversion into Class A

   (1,300,185 )     (11,725,701 )
    

 


Net increase (decrease) in shares outstanding

   (3,523,647 )   $ (31,716,131 )
    

 


Year ended February 28, 2005:

              

Shares sold

   989,686     $ 9,033,164  

Shares issued in reinvestment of dividends

   396,964       3,619,406  

Shares reacquired

   (4,240,698 )     (38,629,971 )
    

 


Net increase (decrease) in shares outstanding before conversion

   (2,854,048 )     (25,977,401 )

Shares reacquired upon conversion into Class A

   (1,136,596 )     (10,434,525 )
    

 


Net increase (decrease) in shares outstanding

   (3,990,644 )   $ (36,411,926 )
    

 


 

Dryden Government Income Fund, Inc.   33


Notes to Financial Statements

 

Cont’d

 

 

Class C


   Shares

    Amount

 

Year ended February 28, 2006:

              

Shares sold

   180,245     $ 1,621,019  

Shares issued in reinvestment of dividends

   34,630       311,640  

Shares reacquired

   (530,811 )     (4,773,470 )
    

 


Net increase (decrease) in shares outstanding

   (315,936 )   $ (2,840,811 )
    

 


Year ended February 28, 2005:

              

Shares sold

   206,233     $ 1,891,017  

Shares issued in reinvestment of dividends

   49,188       448,569  

Shares reacquired

   (1,166,421 )     (10,637,039 )
    

 


Net increase (decrease) in shares outstanding

   (911,000 )   $ (8,297,453 )
    

 


Class R


            

Year ended February 28, 2006:

              

Shares sold

       $  

Shares issued in reinvestment of dividends

   11       98  

Shares reacquired

          
    

 


Net increase (decrease) in shares outstanding

   11     $ 98  
    

 


May 17, 2004(a) through February 28, 2005:

              

Shares sold

   274     $ 2,500  

Shares issued in reinvestment of dividends

   6       52  

Shares reacquired

          
    

 


Net increase (decrease) in shares outstanding

   280     $ 2,552  
    

 


Class Z


            

Year ended February 28, 2006:

              

Shares sold

   3,087,138     $ 27,646,859  

Shares issued in reinvestment of dividends

   446,914       4,004,458  

Shares reacquired

   (2,615,639 )     (23,479,879 )
    

 


Net increase (decrease) in shares outstanding

   918,413     $ 8,171,438  
    

 


Year ended February 28, 2005:

              

Shares sold

   5,015,428     $ 45,536,882  

Shares issued in reinvestment of dividends

   409,114       3,715,630  

Shares reacquired

   (3,744,445 )     (33,978,394 )
    

 


Net increase (decrease) in shares outstanding

   1,680,097     $ 15,274,118  
    

 



(a) Commencement of operations.

 

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Financial Highlights

 

FEBRUARY 28, 2006   ANNUAL REPORT

 

Dryden Government Income Fund, Inc.


Financial Highlights

 

 

     Class A

 
     Year Ended
February 28, 2006
 

Per Share Operating Performance:

        

Net Asset Value, Beginning Of Year

   $ 9.04  
    


Income from investment operations:

        

Net investment income

     .34  

Net realized and unrealized gain (loss) on investment transactions

     (.13 )
    


Total from investment operations

     .21  
    


Less Distributions:

        

Dividends from net investment income

     (.37 )
    


Net asset value, end of year

   $ 8.88  
    


Total Return(a):

     2.33 %

Ratios/Supplemental Data:

        

Net assets, end of year (000)

   $ 789,162  

Average net assets (000)

   $ 811,520  

Ratios to average net assets:

        

Expenses, including distribution and service (12b-1) fees(b)

     .97 %

Expenses, excluding distribution and service (12b-1) fees

     .72 %

Net investment income

     3.78 %

For Class A, B, C, R and Z shares:

        

Portfolio turnover rate

     597 %

(a) Total return does not consider the effects of sales loads. Total return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions.
(b) The distributor of the Fund contractually agreed to limit its distribution and service (12b-1) fees to .25 of 1% of the average daily net assets of the Class A shares.

 

See Notes to Financial Statements.

 

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Class A  
Year Ended February 28/29,  
2005     2004     2003     2002  
                             
$ 9.30     $ 9.47     $ 9.09     $ 8.94  



 


 


 


                             
  .34       .38       .46       .46  
  (.22 )     (.17 )     .38       .17  



 


 


 


  .12       .21       .84       .63  



 


 


 


                             
  (.38 )     (.38 )     (.46 )     (.48 )



 


 


 


$ 9.04     $ 9.30     $ 9.47     $ 9.09  



 


 


 


  1.29 %     2.34 %     9.51 %     7.36 %
                             
$ 830,603     $ 909,360     $ 1,046,220     $ 952,466  
$ 854,446     $ 973,773     $ 990,018     $ 954,797  
                             
  .95 %     .98 %     .94 %     .98 %
  .70 %     .73 %     .69 %     .73 %
  4.09 %     3.95 %     4.73 %     5.43 %
                             
  611 %     646 %     479 %     440 %

 

See Notes to Financial Statements.

 

Dryden Government Income Fund, Inc.   37


Financial Highlights

 

Cont’d

 

 

     Class B

 
     Year Ended
February 28, 2006
 

Per Share Operating Performance:

        

Net Asset Value, Beginning Of Year

   $ 9.06  
    


Income from investment operations:

        

Net investment income

     .27  

Net realized and unrealized gain (loss) on investment transactions

     (.14 )
    


Total from investment operations

     .13  
    


Less Distributions:

        

Dividends from net investment income

     (.30 )
    


Net asset value, end of year

   $ 8.89  
    


Total Return(a):

     1.46 %

Ratios/Supplemental Data:

        

Net assets, end of year (000)

   $ 89,585  

Average net assets (000)

   $ 105,681  

Ratios to average net assets:

        

Expenses, including distribution and service (12b-1) fees

     1.72 %

Expenses, excluding distribution and service (12b-1) fees

     .72 %

Net investment income

     3.02 %

(a) Total return does not consider the effects of sales loads. Total return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions.

 

See Notes to Financial Statements.

 

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Class B  
Year Ended February 28/29,  
2005     2004     2003     2002  
                             
$ 9.31     $ 9.49     $ 9.09     $ 8.95  



 


 


 


                             
  .27       .32       .41       .41  
  (.21 )     (.18 )     .40       .16  



 


 


 


  .06       .14       .81       .57  



 


 


 


                             
  (.31 )     (.32 )     (.41 )     (.43 )



 


 


 


$ 9.06     $ 9.31     $ 9.49     $ 9.09  



 


 


 


  .65 %     1.50 %     9.11 %     6.62 %
                             
$ 123,178     $ 163,800     $ 218,806     $ 153,685  
$ 138,570     $ 192,823     $ 183,620     $ 134,237  
                             
  1.70 %     1.70 %     1.52 %     1.55 %
  .70 %     .73 %     .69 %     .73 %
  3.34 %     3.25 %     4.12 %     4.87 %

 

See Notes to Financial Statements.

 

Dryden Government Income Fund, Inc.   39


Financial Highlights

 

Cont’d

 

 

     Class C

 
     Year Ended
February 28, 2006
 

Per Share Operating Performance:

        

Net Asset Value, Beginning Of Year

   $ 9.06  
    


Income from investment operations:

        

Net investment income

     .29  

Net realized and unrealized gain (loss) on investment transactions

     (.14 )
    


Total from investment operations

     .15  
    


Less Distributions:

        

Dividends from net investment income

     (.32 )
    


Net asset value, end of year

   $ 8.89  
    


Total Return(a):

     1.71 %

Ratios/Supplemental Data:

        

Net assets, end of year (000)

   $ 11,597  

Average net assets (000)

   $ 13,109  

Ratios to average net assets:

        

Expenses, including distribution and service (12b-1) fees(b)

     1.47 %

Expenses, excluding distribution and service (12b-1) fees

     .72 %

Net investment income

     3.27 %

(a) Total return does not consider the effects of sales loads. Total return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions.
(b) The distributor of the Fund contractually agreed to limit its distribution and service (12b-1) fees to .75 of 1% of the average daily net assets of the Class C shares.

 

See Notes to Financial Statements.

 

40   Visit our website at www.jennisondryden.com


Class C  
Year Ended February 28/29,  
2005     2004     2003     2002  
                             
$ 9.31     $ 9.49     $ 9.09     $ 8.95  



 


 


 


                             
  .29       .34       .41       .42  
  (.21 )     (.18 )     .40       .16  



 


 


 


  .08       .16       .81       .58  



 


 


 


                             
  (.33 )     (.34 )     (.41 )     (.44 )



 


 


 


$ 9.06     $ 9.31     $ 9.49     $ 9.09  



 


 


 


  .90 %     1.72 %     9.20 %     6.71 %
                             
$ 14,675     $ 23,572     $ 29,986     $ 18,405  
$ 18,930     $ 27,705     $ 25,168     $ 13,454  
                             
  1.45 %     1.48 %     1.44 %     1.48 %
  .70 %     .73 %     .69 %     .73 %
  3.59 %     3.47 %     4.17 %     4.97 %

 

See Notes to Financial Statements.

 

Dryden Government Income Fund, Inc.   41


Financial Highlights

 

Cont’d

 

 

     Class R

 
     Year Ended
February 28, 2006
    May 17, 2004 (a)
Through
February 28, 2005
 

Per Share Operating Performance:

                

Net Asset Value, Beginning Of Period

   $ 9.05     $ 8.99  
    


 


Income from investment operations:

                

Net investment income

     .32       .25  

Net realized and unrealized gain (loss) on investment transactions

     (.15 )     .10  
    


 


Total from investment operations

     .17       .35  
    


 


Less Distributions:

                

Dividends from net investment income

     (.34 )     (.29 )
    


 


Net asset value, end of period

   $ 8.88     $ 9.05  
    


 


Total Return(b):

     2.06 %     3.89 %

Ratios/Supplemental Data:

                

Net assets, end of period

   $ 2,585 (d)   $ 2,535 (d)

Average net assets

   $ 2,562 (d)   $ 1,642 (d)

Ratios to average net assets:

                

Expenses, including distribution and service (12b-1) fees(c)

     1.22 %     1.20 %(e)

Expenses, excluding distribution and service (12b-1) fees

     .72 %     .70 %(e)

Net investment income

     3.51 %     4.01 %(e)

(a) Commencement of operations.
(b) Total return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions. Total returns for periods less than one full year are not annualized.
(c) During the period, the Distributor of the Fund contractually agreed to limit its distribution and service (12b-1) fees to .50 of 1% of the average daily net assets of the Class R shares.
(d) Figure is actual and not rounded to the nearest thousand.
(e) Annualized.

 

See Notes to Financial Statements.

 

42   Visit our website at www.jennisondryden.com


 

Financial Highlights

 

FEBRUARY 28, 2006   ANNUAL REPORT

 

Dryden Government Income Fund, Inc.


Financial Highlights

 

Cont’d

 

 

     Class Z

 
     Year Ended
February 28, 2006
 

Per Share Operating Performance:

        

Net Asset Value, Beginning Of Year

   $ 9.02  
    


Income from investment operations:

        

Net investment income

     .36  

Net realized and unrealized gain (loss) on investment transactions

     (.13 )
    


Total from investment operations

     .23  
    


Less Distributions:

        

Dividends from net investment income

     (.39 )
    


Net asset value, end of year

   $ 8.86  
    


Total Return(a):

     2.58 %

Ratios/Supplemental Data:

        

Net assets, end of year (000)

   $ 98,073  

Average net assets (000)

   $ 92,789  

Ratios to average net assets:

        

Expenses, including distribution and service (12b-1) fees

     .72 %

Expenses, excluding distribution and service (12b-1) fees

     .72 %

Net investment income

     4.04 %

(a) Total return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions.

 

See Notes to Financial Statements.

 

44   Visit our website at www.jennisondryden.com


Class Z  
Year Ended February 28/29,  
2005     2004     2003     2002  
                             
$ 9.28     $ 9.46     $ 9.07     $ 8.93  



 


 


 


                             
  .36       .41       .48       .49  
  (.22 )     (.18 )     .39       .16  



 


 


 


  .14       .23       .87       .65  



 


 


 


                             
  (.40 )     (.41 )     (.48 )     (.51 )



 


 


 


$ 9.02     $ 9.28     $ 9.46     $ 9.07  



 


 


 


  1.54 %     2.48 %     9.79 %     7.61 %
                             
$ 91,618     $ 78,619     $ 103,816     $ 78,642  
$ 85,837     $ 97,237     $ 86,453     $ 94,143  
                             
  .70 %     .73 %     .69 %     .73 %
  .70 %     .73 %     .69 %     .73 %
  4.36 %     4.22 %     4.95 %     5.71 %

 

See Notes to Financial Statements.

 

Dryden Government Income Fund, Inc.   45


 

Report of Independent Registered Public Accounting Firm

 

The Board of Directors and Shareholders of

Dryden Government Income Fund, Inc.

 

We have audited the accompanying Statement of Assets and Liabilities of the Dryden Government Income Fund, Inc. (the “Fund”), including the portfolio of investments, as of February 28, 2006, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended and the financial highlights for each of the years in the three-year period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights for the years presented prior to March 1, 2003, were audited by another independent registered public accounting firm, whose report dated April 21, 2003, expressed an unqualified opinion thereon.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of February 28, 2006, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provides a reasonable basis for our opinion.

 

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Fund as of February 28, 2006, and the results of its operations for the year then ended, and the changes in net assets for each of the years in the two-year period then ended and the financial highlights for each of the years in the three-year period then ended, in conformity with U.S. generally accepted accounting principles.

 

LOGO

New York, New York

April 26, 2006

 

46   Visit our website at www.jennisondryden.com


 

Important Notice for Certain Shareholders

 

(Unaudited)

 

We are required by Massachusetts, Missouri and Oregon to inform you that dividends which have been derived from interest on federal obligations are not taxable to shareholders providing the mutual fund meets certain requirements mandated by the respective state’s taxing authorities. We are pleased to report that 15.62% of the dividends paid by Dryden Government Income Fund, Inc. qualify for such deduction.

 

The Fund intends to designate 100% of the ordinary income dividends as qualified interest income under The American Jobs Creation Act of 2004.

 

For more detailed information regarding your state and local taxes, you should contact your tax adviser or the state/local taxing authorities.

 

Dryden Government Income Fund, Inc.   47


 

Management of the Fund

 

(Unaudited)

 

Information pertaining to the Directors of the Fund is set forth below. Directors who are not deemed to be “interested persons” of the Fund, as defined in the Investment Company Act of 1940 (the 1940 Act), are referred to as “Independent Directors.” Directors who are deemed to be “interested persons” of the Fund are referred to as “Interested Directors.” “Fund Complex” consists of the Fund and any other investment companies managed by PI.

 

Independent Directors(2)

 

Linda W. Bynoe (53), Director since 2005(3) Oversees 82 portfolios in Fund complex

Principal occupations (last 5 years): President and Chief Executive Officer (since March 1995) of Telemat, Ltd. (management consulting); formerly Vice President at Morgan Stanley & Co.

 

Other Directorships held: Director of Dynegy Inc. (energy services) (since September 2002); Simon Property Group, Inc. (real estate investment trust) (since May 2003); Anixter International (communication products distributor) (since January 2006) and Director of Northern Trust Corporation (since April 2006).

 

David E.A. Carson (71), Director since 2003(3) Oversees 86 portfolios in Fund complex

Principal occupations (last 5 years): Formerly Director (January 2000 to May 2000), Chairman (January 1999 to December 1999), Chairman and Chief Executive Officer (January 1998 to December 1998) and President, Chairman and Chief Executive Officer (1983-1997) of People’s Bank.

 

Robert E. La Blanc (71), Director since 2000(3) Oversees 85 portfolios in Fund complex

Principal occupations (last 5 years): President (since 1981) of Robert E. La Blanc Associates, Inc. (telecommunications).

 

Other Directorships held:(4) Director of Chartered Semiconductor Manufacturing, Ltd. (since 1998); Computer Associates International, Inc. (software company) (since 2002); FiberNet Telecom Group, Inc. (telecom company) (since 2003).

 

Douglas H. McCorkindale (66), Director since 2000(3) Oversees 85 portfolios in Fund complex

Principal occupations (last 5 years): Chairman (since February 2001), formerly Chief Executive Officer (June 2000-July 2005) and President (September 1997-July 2005) of Gannett Co. Inc. (publishing and media); formerly Vice Chairman (March 1984-May 2000) of Gannett Co., Inc.

 

Other Directorships held:(4) Director of Gannett Co. Inc., Director of Continental Airlines, Inc. (since May 1993); Director of Lockheed Martin Corp. (aerospace and defense) (since May 2001).

 

Richard A. Redeker (62), Director since 2003(3) Oversees 85 portfolios in Fund complex

Principal occupations (last 5 years): Management Consultant; Director (since 2001) and Chairman of the Board (since 2006) of Invesmart, Inc. and Director of Penn Tank Lines, Inc. (since 1999).

 

Robin B. Smith (66), Director since 2003(3) Oversees 85 portfolios in Fund complex

Principal occupations (last 5 years): Chairman of the Board (since January 2003) of Publishers Clearing House (direct marketing); formerly Chairman and Chief Executive Officer (August 1996-January 2003) of Publishers Clearing House.

 

Other Directorships held:(4) Director of BellSouth Corporation (since 1992).

 

48   Visit our website at www.jennisondryden.com


 

Stephen G. Stoneburn (62), Director since 2000(3) Oversees 85 portfolios in Fund complex

Principal occupations (last 5 years): President and Chief Executive Officer (since June 1996) of Quadrant Media Corp. (a publishing company); formerly President (June 1995-June 1996) of Argus Integrated Media, Inc.; Senior Vice President and Managing Director (January 1993-1995) of Cowles Business Media and Senior Vice President of Fairchild Publications, Inc. (1975-1989).

 

Clay T. Whitehead (67), Director since 2000(3) Oversees 85 portfolios in Fund complex

Principal occupations (last 5 years): President (since 1983) of YCO (new business development firm).

 

Interested Directors(1)

 

Judy A. Rice (58), President since 2003 and Director since 2000(3) Oversees 81 portfolios in Fund complex

Principal occupations (last 5 years): President, Chief Executive Officer, Chief Operating Officer and Officer-In-Charge (since February 2003) of Prudential Investments LLC; Vice President (since February 1999) of Prudential Investment Management Services LLC; President, Chief Executive Officer and Officer-In-Charge (since April 2003) of Prudential Mutual Fund Services LLC; Director (since May 2003) and Executive Vice President (since June 2005) of American Skandia Investment Services, Inc.; formerly Executive Vice President (September 1999-February 2003) of Prudential Investments LLC; Member of Board of Governors of the Money Management Institute.

 

Robert F. Gunia (59), Vice President and Director since 2000(3) Oversees 158 portfolios in Fund complex

Principal occupations (last 5 years): Chief Administrative Officer (since September 1999) and Executive Vice President (since December 1996) of Prudential Investments LLC; President (since April 1999) of Prudential Investment Management Services LLC; Executive Vice President (since March 1999) and Treasurer (since May 2000) of Prudential Mutual Fund Services LLC.

 

Other Directorships held:(4) Vice President and Director (since May 1989) and Treasurer (since 1999) of The Asia Pacific Fund, Inc.

 

Information pertaining to the Officers of the Fund who are not also Directors is set forth below.

 

Officers(2)

 

Kathryn L. Quirk (53), Chief Legal Officer since 2005(3)

Principal occupations (last 5 years): Vice President and Corporate Counsel (since September 2004) of Prudential; Executive Vice President, Chief Legal Officer and Secretary (since July 2005) of Prudential Investments LLC and Prudential Mutual Fund Services LLC; formerly Managing Director, General Counsel, Chief Compliance Officer, Chief Risk Officer and Corporate Secretary (1997-2002) of Zurich Scudder Investments, Inc.

 

Deborah A. Docs (48), Secretary since 2004(3)

Principal occupations (last 5 years): Vice President and Corporate Counsel (since January 2001) of Prudential; Chief Legal Officer of the High Yield Income Fund, Inc. and The High Yield Plus Fund, Inc.; Vice President (since December 1996) and Assistant Secretary (since March 1999) of PI; formerly Vice President and Assistant Secretary (May 2003-June 2005) of American Skandia Investment Services, Inc.

 

Jonathan D. Shain (47), Assistant Secretary since 2005(3)

Principal occupations (last 5 years): Vice President and Corporate Counsel (since August 1998) of Prudential; Vice President and Assistant Secretary (since May 2001) of PI; Vice President and Assistant Secretary (since February 2001) of PMFS; formerly Vice President and Assistant Secretary (May 2003-June 2005) of American Skandia Investment Services, Inc.

 

Dryden Government Income Fund, Inc.   49


 

Claudia DiGiacomo (31), Assistant Secretary since 2005(3)

Principal occupations (last 5 years): Vice President and Corporate Counsel (since January 2005) of Prudential; Vice President and Assistant Secretary of PI (since December 2005); Associate at Sidley Austin Brown Wood LLP (1999-2004).

 

Helene Gurian (52), Acting Anti-Money Laundering Compliance Officer since 2006(3)

Principal occupations (last 5 years): Vice President, Prudential (since July 1997); Vice President, Compliance (July 1997-January 2001); Vice President, Compliance and Risk Officer, Retail Distribution (January 2001-May 2002); Vice President, Corporate Investigations (May 2002-present) responsible for supervision of Prudential’s fraud investigations, anti-money laundering program and high technology investigation unit.

 

Lee D. Augsburger (46), Chief Compliance Officer since 2004(3)

Principal occupations (last 5 years): Senior Vice President and Chief Compliance Officer (since April 2003) of PI; Vice President (since November 2000) and Chief Compliance Officer (since October 2000) of Prudential Investment Management, Inc.; Chief Compliance Officer and Senior Vice President (since May 2003) of American Skandia Investment Services, Inc.

 

Grace C. Torres (46), Treasurer and Principal Financial and Accounting Officer since 2000(3)

Principal occupations (last 5 years): Assistant Treasurer (since March 1999) and Senior Vice President (since September 1999) of PI; Assistant Treasurer (since May 2003) and Vice President (since June 2005) of American Skandia Investment Services, Inc.; Senior Vice President and Assistant Treasurer (since May 2003) of American Skandia Advisory Services, Inc.; formerly Senior Vice President (May 2003-June 2005) of American Skandia Investment Services, Inc.

 

John P. Schwartz (34), Assistant Secretary since 2006(3)

Principal occupations (last 5 years): Vice President and Corporate Counsel (since April 2005) of Prudential; Vice President and Assistant Secretary (since December 2005) of PI; Associate at Sidley, Austin Brown & Wood LLP (1997-2005).

 

M. Sadiq Peshimam (42), Assistant Treasurer since 2006(3)

Principal occupations (last 5 years): Vice President (since 2005) and Director (since 2000) within Prudential Mutual Fund Administration.

 

Jack Benintende (41), Assistant Treasurer since 2006(3)

Principal occupations (last 5 years): Vice President (since June 2000) within Prudential Mutual Fund Administration; formerly Assistant Treasurer (2000-October 2004) of Aberdeen Asia-Pacific Income Fund, Inc. and Aberdeen Australia Equity Fund, Inc.; senior manager within the investment management practice of PricewaterhouseCoopers LLP (May 1994 through June 2000).

 

50   Visit our website at www.jennisondryden.com


 

(1) “Interested” Director, as defined in the 1940 Act, by reason of employment with the Manager (Prudential Investments LLC or PI), the Subadviser or the Distributor (Prudential Investment Management Services LLC or PIMS).

 

(2) Unless otherwise noted, the address of the Directors and Officers is c/o: Prudential Investments LLC, Gateway Center Three, 100 Mulberry Street, Newark, NJ 07102.

 

(3) There is no set term of office for Directors and Officers. The Independent Directors have adopted a retirement policy, which calls for the retirement of Directors on December 31 of the year in which they reach the age of 75. The table shows the individuals length of service as Director and/or Officer.

 

(4) This includes only directorships of companies required to register, or file reports with the SEC under the Securities and Exchange Act of 1934 (that is, “public companies”) or other investment companies registered under the 1940 Act.

 

The Fund Complex consists of all investment companies managed by PI. The Funds for which PI serves as manager include Jennison Dryden Mutual Funds, Strategic Partners Funds, The Prudential Variable Contract Accounts 2, 10, 11. The Target Portfolio Trust, The Prudential Series Fund, American Skandia Trust, and Prudential’s Gibraltar Fund, Inc.

 

Additional Information about the Fund’s Directors is included in the Fund’s Statement of Additional Information which is available without charge, upon request, by calling (800) 521-7466 or (732) 482-7555 (Calling from outside the U.S.)

 

Dryden Government Income Fund, Inc.   51


 

Growth of a $10,000 Investment

 

LOGO

 

Average Annual Total Returns (With Sales Charges) as of 2/28/06      
     One Year     Five Years     Ten Years     Since Inception

Class A

   –2.27 %   3.56 %   4.95 %   6.22%

Class B

   –3.45     3.64     4.76     6.48

Class C

   0.73     4.00     4.89     5.45

Class R

   2.06     N/A     N/A     3.33

Class Z

   2.58     4.75     N/A     5.57
                        
Average Annual Total Returns (Without Sales Charges) as of 2/28/06      
     One Year     Five Years     Ten Years     Since Inception

Class A

   2.33 %   4.52 %   5.43 %   6.52%

Class B

   1.46     3.82     4.76     6.48

Class C

   1.71     4.00     4.89     5.45

Class R

   2.06     N/A     N/A     3.33

Class Z

   2.58     4.75     N/A     5.57

 

Performance data quoted represents past performance and is not indicative of future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the past performance data quoted. An investor may obtain performance data current to the most recent month-end by visiting our website at www.jennisondryden.com or by calling us at (800) 225-1825.

 

    Visit our website at www.jennisondryden.com


 

Source: Prudential Investments LLC and Lipper Inc.

Inception dates: Class A, 1/22/90; Class B, 4/22/85; Class C, 8/1/94; Class R, 5/17/04; and Class Z, 3/4/96.

 

The graph compares a $10,000 investment in the Dryden Government Income Fund, Inc. (Class A shares) with a similar investment in the Lehman Brothers Government Bond Index (T6 Index) by portraying the initial account values at the beginning of the 10-year period for Class A shares (February 29, 1996) and the account values at the end of the current fiscal year (February 28, 2006) as measured on a quarterly basis. For purposes of the graph, and unless otherwise indicated, it has been assumed that (a) the maximum applicable front-end sales charge was deducted from the initial $10,000 investment in Class A shares; (b) all recurring fees (including management fees) were deducted; and (c) all dividends and distributions were reinvested. The line graph provides information for Class A shares only. As indicated in the tables provided earlier, performance for Class B, C, R and Z shares will vary due to the differing charges and expenses applicable to each share class (as indicated in the following paragraphs). Without a distribution and service (12b-1) fee waiver of 0.05% for Class A shares through February 28, 2006, the returns shown in the graph and for Class A shares in the tables would have been lower.

 

The Lehman Brothers Government Bond Index is an unmanaged index of securities issued or backed by the U.S. government, its agencies, and instrumentalities with between 1 and 30 years remaining to maturity. It gives a broad look at how U.S. government bonds with such maturities have performed. The Index’s total returns include the reinvestment of all dividends, but do not include the effects of sales charges, operating expenses of a mutual fund, or taxes. The returns for the Index would be lower if they included the effects of sales charges, operating expenses, or taxes. The securities that comprise the index may differ substantially from the securities in the Fund. This is not the only index that may be used to characterize performance of government securities funds. Other indexes may portray different comparative performance. Investors cannot invest directly in an index.

 

During the period ended February 28, 2006, the Fund charged a maximum front-end sales charge of 4.50% for Class A shares and a 12b-1 fee of up to 0.30% annually. All investors who purchase Class A shares in an amount of $1 million or more and sell these shares within 12 months of purchase are subject to a contingent deferred sales charge (CDSC) of 1%, including investors who purchase their shares through broker-dealers affiliated with Prudential. Class B shares are subject to a declining CDSC of 5%, 4%, 3%, 2%, 1%, and 1% for the first six years respectively after the purchase and a 12b-1 fee of up to 1.00% annually. Approximately seven years after purchase, Class B shares will automatically convert to Class A shares on a quarterly basis. Class C shares are not subject to a front-end sales charge but charge a CDSC of 1% for Class C shares sold within 12 months from the date of purchase, and an annual 12b-1 fee of up to 1%. Class R shares are not subject to a sales charge and are subject to a 12b-1 fee up to 0.75%. Class Z shares are not subject to a sales charge or 12b-1 fee. The returns on investment in the graph and the returns in the tables do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or following the redemption of Fund shares. Without waiver of fees and/or expense subsidization, the Fund’s returns would have been lower.

 

Dryden Government Income Fund, Inc.    


 

n MAIL   n TELEPHONE   n WEBSITE

Gateway Center Three

100 Mulberry Street

Newark, NJ 07102

  (800) 225-1852   www.jennisondryden.com

 

PROXY VOTING
The Board of Directors of the Fund has delegated to the Fund’s investment subadvisor the responsibility for voting any proxies and maintaining proxy recordkeeping with respect to the Fund. A description of these proxy voting policies and procedures is available without charge, upon request, by calling (800) 225-1852 or by visiting the Securities and Exchange Commission’s website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on the Fund’s website and on the Commission’s website.

 

DIRECTORS
Linda W. Bynoe • David E.A. Carson • Robert F. Gunia • Robert E. La Blanc • Douglas H. McCorkindale • Richard A. Redeker • Judy A. Rice • Robin B. Smith • Stephen G. Stoneburn • Clay T. Whitehead

 

OFFICERS
Judy A. Rice, President • Robert F. Gunia, Vice President • Grace C. Torres, Treasurer and Principal Financial and Accounting Officer • Jack Benintende, Assistant Treasurer • M. Sadiq Peshiman, Assistant Treasurer • Kathryn L. Quirk, Chief Legal Officer • Deborah A. Docs, Secretary • Jonathan D. Shain, Assistant Secretary • Claudia DiGiacomo, Assistant Secretary • John P. Schwartz, Assistant Secretary • Helene Gurian, Acting Anti-Money Laundering Compliance Officer • Lee D. Augsburger, Chief Compliance Officer

 

MANAGER   Prudential Investments LLC    Gateway Center Three
100 Mulberry Street
Newark, NJ 07102

INVESTMENT SUBADVISOR   Prudential Investment
Management, Inc.
   Gateway Center Three
100 Mulberry Street
Newark, NJ 07102

DISTRIBUTOR   Prudential Investment
Management Services LLC
   Gateway Center Three
100 Mulberry Street
Newark, NJ 07102

CUSTODIAN   The Bank of New York    One Wall Street New York,
NY 10286

TRANSFER AGENT   Prudential Mutual Fund
Services LLC
   PO Box 8098
Philadelphia, PA 19176

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   KPMG LLP    345 Park Avenue
New York, NY 10154

FUND COUNSEL   Willkie Farr & Gallagher LLP    787 Seventh Avenue
New York, NY 10019


 

An investor should consider the investment objectives, risks, charges, and expenses of the Fund carefully before investing. The prospectus for the Fund contains this and other information about the Fund. An investor may obtain a prospectus by visiting our website at www.jennisondryden.com or by calling
(800) 225-1852. The prospectus should be read carefully before investing.

 

E-DELIVERY
To receive your mutual fund documents on-line, go to www.icsdelivery.com/prudential/funds
and enroll. Instead of receiving printed documents by mail, you will receive notification via e-mail when new materials are available. You can cancel your enrollment or change your e-mail address at any time by clicking on the change/cancel enrollment option at the icsdelivery website address.

 

SHAREHOLDER COMMUNICATIONS WITH DIRECTORS
Shareholders can communicate directly with the Board of Directors by writing to the Chair of the Board, Dryden Government Income Fund, Inc., PO Box 13964, Philadelphia, PA 19176. Shareholders can communicate directly with an individual Director by writing to the same address. Communications are not screened before being delivered to the addressee.

 

AVAILABILITY OF PORTFOLIO SCHEDULE
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C. Information on the operation and location of the Public Reference Room may be obtained by calling (800) SEC-0330 (732-0330). The Fund’s schedule of portfolio holdings is also available on the Fund’s website as of the end of fiscal quarter.

 

Mutual Funds:

ARE NOT INSURED BY THE FDIC OR ANY FEDERAL GOVERNMENT AGENCY   MAY LOSE VALUE   ARE NOT A DEPOSIT OF OR GUARANTEED BY ANY BANK OR ANY BANK AFFILIATE


LOGO

 

 

Dryden Government Income Fund, Inc.            
   

Share Class

  A   B   C   R   Z    
   

NASDAQ

  PGVAX   PBGPX   PRICX   PGVAX   PGVZX    
   

CUSIP

  26243M103   26243M202   26243M301   26243M509   26243M400    
                             

MF128E    IFS-A117529    Ed. 04/2006

 

 


Item 2 – Code of Ethics – – See Exhibit (a)

As of the end of the period covered by this report, the registrant has adopted a code of ethics (the “Section 406 Standards for Investment Companies – Ethical Standards for Principal Executive and Financial Officers”) that applies to the registrant’s Principal Executive Officer and Principal Financial Officer; the registrant’s Principal Financial Officer also serves as the Principal Accounting Officer.

The registrant hereby undertakes to provide any person, without charge, upon request, a copy of the code of ethics. To request a copy of the code of ethics, contact the registrant 973-367-7521, and ask for a copy of the Section 406 Standards for Investment Companies—Ethical Standards for Principal Executive and Financial Officers.

Item 3 – Audit Committee Financial Expert –

The registrant’s Board has determined that Mr. David Carson, member of the Board’s Audit Committee is an “audit committee financial expert,” and that he is “independent,” for purposes of this Item.

Item 4 – Principal Accountant Fees and Services –

(a) Audit Fees

For the fiscal years ended February 28, 2006 and February 28, 2005, KPMG LLP (“KPMG”), the Registrant’s principal accountant, billed the Registrant $23,500 and $23,500, respectively, for professional services rendered for the audit of the Registrant’s annual financial statements or services that are normally provided in connection with statutory and regulatory filings.

(b) Audit-Related Fees

None.

(c) Tax Fees

None.

(d) All Other Fees

None.

(e) (1) Audit Committee Pre-Approval Policies and Procedures

THE PRUDENTIAL MUTUAL FUNDS

AUDIT COMMITTEE POLICY

on

Pre-Approval of Services Provided by the Independent Accountants


The Audit Committee of each Prudential Mutual Fund is charged with the responsibility to monitor the independence of the Fund’s independent accountants. As part of this responsibility, the Audit Committee must pre-approve any independent accounting firm’s engagement to render audit and/or permissible non-audit services, as required by law. In evaluating a proposed engagement of the independent accountants, the Audit Committee will assess the effect that the engagement might reasonably be expected to have on the accountant’s independence. The Committee’s evaluation will be based on:

 

    a review of the nature of the professional services expected to be provided,

 

    a review of the safeguards put into place by the accounting firm to safeguard independence, and

 

    periodic meetings with the accounting firm.

Policy for Audit and Non-Audit Services Provided to the Funds

On an annual basis, the scope of audits for each Fund, audit fees and expenses, and audit-related and non-audit services (and fees proposed in respect thereof) proposed to be performed by the Fund’s independent accountants will be presented by the Treasurer and the independent accountants to the Audit Committee for review and, as appropriate, approval prior to the initiation of such services. Such presentation shall be accompanied by confirmation by both the Treasurer and the independent accountants that the proposed services will not adversely affect the independence of the independent accountants. Proposed services shall be described in sufficient detail to enable the Audit Committee to assess the appropriateness of such services and fees, and the compatibility of the provision of such services with the auditor’s independence. The Committee shall receive periodic reports on the progress of the audit and other services which are approved by the Committee or by the Committee Chair pursuant to authority delegated in this Policy.

The categories of services enumerated under “Audit Services”, “Audit-related Services”, and “Tax Services” are intended to provide guidance to the Treasurer and the independent accountants as to those categories of services which the Committee believes are generally consistent with the independence of the independent accountants and which the Committee (or the Committee Chair) would expect upon the presentation of specific proposals to pre-approve. The enumerated categories are not intended as an exclusive list of audit, audit-related or tax services which the Committee (or the Committee Chair) would consider for pre-approval.

Audit Services

The following categories of audit services are considered to be consistent with the role of the Fund’s independent accountants:

 

    Annual Fund financial statement audits

 

    Seed audits (related to new product filings, as required)

 

    SEC and regulatory filings and consents


Audit-related Services

The following categories of audit-related services are considered to be consistent with the role of the Fund’s independent accountants:

 

    Accounting consultations

 

    Fund merger support services

 

    Agreed Upon Procedure Reports

 

    Attestation Reports

 

    Other Internal Control Reports

Individual audit-related services that fall within one of these categories and are not presented to the Audit Committee as part of the annual pre-approval process will be subject to pre-approval by the Committee Chair (or any other Committee member on whom this responsibility has been delegated) so long as the estimated fee for those services does not exceed $50,000.

Tax Services

The following categories of tax services are considered to be consistent with the role of the Fund’s independent accountants:

 

    Tax compliance services related to the filing or amendment of the following:

 

    Federal, state and local income tax compliance; and,

 

    Sales and use tax compliance

 

    Timely RIC qualification reviews

 

    Tax distribution analysis and planning

 

    Tax authority examination services

 

    Tax appeals support services

 

    Accounting methods studies

 

    Fund merger support services

 

    Tax consulting services and related projects

Individual tax services that fall within one of these categories and are not presented to the Audit Committee as part of the annual pre-approval process will be subject to pre-approval by the Committee Chair (or any other Committee member on whom this responsibility has been delegated) so long as the estimated fee for those services does not exceed $50,000.

Other Non-audit Services

Certain non-audit services that the independent accountants are legally permitted to render will be subject to pre-approval by the Committee or by one or more Committee members to whom the Committee has delegated this authority and who will report to the full Committee any pre-approval decisions made pursuant to this Policy. Non-audit services presented for pre-approval pursuant to this paragraph will be accompanied by a confirmation from both the Treasurer and the independent accountants that the proposed services will not adversely affect the independence of the independent accountants.


Proscribed Services

The Fund’s independent accountants will not render services in the following categories of non-audit services:

 

    Bookkeeping or other services related to the accounting records or financial statements of the Fund

 

    Financial information systems design and implementation

 

    Appraisal or valuation services, fairness opinions, or contribution-in-kind reports

 

    Actuarial services

 

    Internal audit outsourcing services

 

    Management functions or human resources

 

    Broker or dealer, investment adviser, or investment banking services

 

    Legal services and expert services unrelated to the audit

 

    Any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible.

Pre-approval of Non-Audit Services Provided to Other Entities Within the Prudential Fund Complex

Certain non-audit services provided to Prudential Investments LLC or any of its affiliates that also provide ongoing services to the Prudential Mutual Funds will be subject to pre-approval by the Audit Committee. The only non-audit services provided to these entities that will require pre-approval are those related directly to the operations and financial reporting of the Funds. Individual projects that are not presented to the Audit Committee as part of the annual pre-approval process, will be subject to pre-approval by the Committee Chair (or any other Committee member on whom this responsibility has been delegated) so long as the estimated fee for those services does not exceed $50,000. Services presented for pre-approval pursuant to this paragraph will be accompanied by a confirmation from both the Treasurer and the independent accountants that the proposed services will not adversely affect the independence of the independent accountants.

Although the Audit Committee will not pre-approve all services provided to Prudential Investments LLC and its affiliates, the Committee will receive an annual report from the Fund’s independent accounting firm showing the aggregate fees for all services provided to Prudential Investments and its affiliates.

(e) (2) Percentage of services referred to in 4(b)- (4)(d) that were approved by the audit committee

Not applicable.

(f) Percentage of hours expended attributable to work performed by other than full time employees of principal accountant if greater than 50%.

Not applicable.


(g) Non-Audit Fees

Not applicable to Registrant for the fiscal years 2006 and 2005. The aggregate non-audit fees billed by KPMG for services rendered to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant for the fiscal years 2006 and 2005 was $51,000 and $33,500, respectively.

(h) Principal Accountants Independence

Not applicable as KPMG has not provided non-audit services to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X.

Item 5 – Audit Committee of Listed Registrants – Not applicable.

Item 6 – Schedule of Investments – The schedule is included as part of the report to shareholders filed under Item 1 of this Form.

Item 7 – Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies – Not applicable.

Item 8 – Portfolio Managers of Closed-End Management Investment Companies – Not applicable.

Item 9 – Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers – Not applicable.

Item 10 – Submission of Matters to a Vote of Security Holders – Not applicable.

Item 11 – Controls and Procedures

 

  (a) It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the registrant’s current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.

 

  (b) There has been no significant change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter of the period covered by this report that has materially affected, or is likely to materially affect, the registrant’s internal control over financial reporting.

Item 12 – Exhibits

 

  (a) (1) Code of Ethics – Attached hereto as Exhibit EX-99.CODE-ETH

 

  (2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act – Attached hereto as Exhibit EX-99.CERT.

 

  (3) Any written solicitation to purchase securities under Rule 23c-1. – Not applicable.

 

  (b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act – Attached hereto as Exhibit EX-99.906CERT.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

(Registrant)   Dryden Government Income Fund, Inc.
By (Signature and Title)*  

/s/ Deborah A. Docs

  Deborah A. Docs
  Secretary

Date April 28, 2006

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title)*  

/s/ Judy A. Rice

  Judy A. Rice
  President and Principal Executive Officer
Date   April 28, 2006
By (Signature and Title)*  

/s/ Grace C. Torres

  Grace C. Torres
  Treasurer and Principal Financial Officer
Date   April 28, 2006

* Print the name and title of each signing officer under his or her signature.