Prudential Government Income Fund, Inc.

N-CSRS 1 dncsrs.htm PRUDENTIAL GOVERNMENT INCOME FUND, INC. Prudential 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

Prudential Government Income Fund, Inc.

Exact name of registrant as specified in charter:

Gateway Center 3,

100 Mulberry Street,

Newark, New Jersey 07102

Address of principal executive offices:

Deborah A. Docs

Gateway Center 3,

100 Mulberry Street,

Newark, New Jersey 07102

Name and address of agent for service:

Registrant’s telephone number, including area code: 800-225-1852

Date of fiscal year end: 2/28/2011

Date of reporting period: 8/31/2010

Item 1 – Reports to Stockholders –

LOGO


SEMIANNUAL REPORT		AUGUST 31, 2010

Prudential Government Income Fund, Inc.

Fund Type

Government bond

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.

The accompanying financial statements as of August 31, 2010, were not audited and, accordingly, no auditor’s opinion is expressed on them.

Prudential Investments, Prudential, the Prudential logo and the Rock symbol are service marks of Prudential Financial, Inc. and its related entities, registered in many jurisdictions worldwide.

To enroll in e-delivery, go to

www.prudentialfunds.com/edelivery

October 15, 2010

Dear Shareholder:

On the following pages, you’ll find your Fund’s semiannual report, including a table showing fund performance over the first half of the fiscal year and for longer periods. The report also contains a listing of the Fund’s holdings at period-end. Semiannual reports are interim statements furnished between the Fund’s annual reports, which include an analysis of Fund performance over the fiscal year in addition to other data.

Mutual fund prices and returns will rise or fall over time, and asset managers tend to have periods when they perform better or worse than their long-term average. The best measures of a mutual fund’s quality are its return compared to that of similar investments and the variability of its return over the long term. We recommend that you review your portfolio regularly with your financial professional.

Thank you for choosing the Prudential Investments^® family of mutual funds.

Sincerely,

LOGO

Judy A. Rice, President

Prudential Government Income Fund, Inc.


Prudential Government Income Fund, Inc.		1

Your Fund’s Performance

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.prudentialfunds.com or by calling (800) 225-1852. The maximum initial sales charge is 4.50% (Class A shares). Gross operating expenses: Class A, 0.96%; Class B, 1.66%; Class C, 1.66%; Class R, 1.41%; Class Z, 0.66%. Net operating expenses: Class A, 0.91%; Class B, 1.66%; Class C, 1.50%; Class R, 1.16%; Class Z, 0.66%, after contractual reduction through 6/30/2011 for Class A and Class R and 6/30/2010 for Class C.


Cumulative Total Returns (Without Sales Charges) as of 8/31/10
	Six Months		One Year		Five Years		Ten Years		Since Inception
Class A	5.54	%	9.84	%	29.79	%	74.41	%	—
Class B	5.13		9.12		24.99		62.72		—
Class C	5.23		9.24		26.49		65.97		—
Class R	5.40		9.67		28.28		N/A		36.57% (5/17/04)
Class Z	5.68		10.13		31.45		78.64		—
Barclays Capital Government Bond Index	6.01		7.72		32.78		82.68		—
Barclays Capital U.S. Aggregate ex-Credit Index	5.25		8.10		33.50		N/A		—
Lipper General U.S. Government Funds Avg.	7.39		9.16		28.15		70.42		—

Average Annual Total Returns (With Sales Charges) as of 9/30/10
			One Year		Five Years		Ten Years		Since Inception
Class A			3.86	%	4.62	%	5.20	%	—
Class B			2.93		4.63		4.96		—
Class C			7.14		5.04		5.16		—
Class R			8.37		5.32		N/A		5.01% (5/17/04)
Class Z			8.93		5.85		5.94		—
Barclays Capital Government Bond Index			6.97		6.10		6.19		—
Barclays Capital U.S. Aggregate ex-Credit Index			7.14		6.13		N/A		—
Lipper General U.S. Government Funds Avg			7.59		5.27		5.35		—


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Distributions and Yields as of 8/31/10
	Total Distributions Paid for Six Months		30-Day SEC Yield
Class A	$	0.13		2.20	%
Class B		0.10		1.56
Class C		0.11		1.56
Class R		0.12		2.05
Class Z		0.15		2.56

Source: Prudential Investments LLC and Lipper Inc. Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of such fee waivers and/or expense reimbursements, total returns would be lower.

Inception returns are provided for any share class with less than 10 calendar years of returns.

The average annual total returns take into account applicable sales charges. 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. 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.

Benchmark Definitions

Barclays Capital Government Bond Index

The Barclays Capital Government Bond Index is an unmanaged index of securities issued or backed by the U.S. government, its agencies, and instrumentalities with between one and 30 years remaining to maturity. It gives a broad look at how U.S. government bonds have performed. Barclays Capital Government Bond Index Closest Month-End to Inception cumulative total return as of 8/31/10 is 42.53% for Class R. Barclays Capital Government Bond Index Closest Month-End to Inception average annual total return as of 9/30/10 is 5.76% for Class R.

Barclays Capital U.S. Aggregate ex-Credit Index

The Barclays Capital U.S. Aggregate ex-Credit Index is an unmanaged index which 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 indexes that are calculated and reported on a regular basis. Barclays Capital U.S. Aggregate ex-Credit Index Closest Month-End to Inception cumulative total return as of 8/31/10 is 43.33% for Class R. Barclays Capital U.S. Aggregate ex-Credit Index Closest Month-End to Inception average annual total return as of 9/30/10 is 5.84% for Class R.

Lipper General U.S. Government Funds Average

The 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. Lipper Average Closest Month-End to Inception cumulative total return as of 8/31/10 is 38.07% for Class R. Lipper Average Closest Month-End to Inception average annual total return as of 9/30/10 is 5.11% for Class R.


Prudential Government Income Fund, Inc.			3

Your Fund’s Performance (continued)

Investors cannot invest directly in an index or average. The returns for the Barclays Capital 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.


Five Largest Issues expressed as a percentage of net assets as of 8/31/10
United States Treasury Notes, 0.375%, 8/31/12	6.1	%
Federal National Mortgage Association, 4.500%, TBA 30 YR	6.1
Federal National Mortgage Association, 4.500%, TBA 30 YR	6.0
United States Treasury Bonds, 6.875%, 8/15/25	3.2
Federal National Mortgage Association, 5.000%, TBA 30 YR	2.1

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


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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 March 1, 2010, at the beginning of the period, and held through the six-month period ended August 31, 2010. The example is for illustrative purposes only; you should consult the Prospectus for information on initial and subsequent minimum investment requirements.

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 Prudential Investments 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


Prudential Government Income Fund, Inc.		5

Fees and Expenses (continued)

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


Prudential Government Income Fund, Inc.		Beginning Account Value March 1, 2010		Ending Account Value August 31, 2010		Annualized Expense Ratio Based on the Six-Month Period		Expenses Paid During the Six-Month Period*

Class A	Actual	$	1,000.00	$	1,055.40	0.91	%	$	4.71
	Hypothetical	$	1,000.00	$	1,020.62	0.91	%	$	4.63

Class B	Actual	$	1,000.00	$	1,051.30	1.66	%	$	8.58
	Hypothetical	$	1,000.00	$	1,016.84	1.66	%	$	8.44

Class C	Actual	$	1,000.00	$	1,052.30	1.50	%	$	7.76
	Hypothetical	$	1,000.00	$	1,017.64	1.50	%	$	7.63

Class R	Actual	$	1,000.00	$	1,054.00	1.16	%	$	6.01
	Hypothetical	$	1,000.00	$	1,019.36	1.16	%	$	5.90

Class Z	Actual	$	1,000.00	$	1,056.80	0.66	%	$	3.42
	Hypothetical	$	1,000.00	$	1,021.88	0.66	%	$	3.36

* 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 184 days in the six-month period ended August 31, 2010, and divided by the 365 days in the Fund’s fiscal year ending February 28, 2011 (to reflect the six-month period). Expenses presented in the table include the expenses of any underlying portfolios in which the Fund may invest.


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Portfolio of Investments

as of August 31, 2010 (Unaudited)


Principal Amount (000)#		Description	Value (Note 1)
	LONG-TERM INVESTMENTS 99.6%

	Collateralized Mortgage Obligations 4.8%
		Federal Home Loan Mortgage Corp.,
$	7,226	Ser. 2002-2496, Class PM, 5.500%, 09/15/17	$	7,835,632
	2,946	Ser. 2002-2501, Class MC, 5.500%, 09/15/17		3,215,030
	6,650	Ser. 2002-2513, Class HC, 5.000%, 10/15/17		7,366,693
	5,500	Ser. 2002-2518, Class PV, 5.500%, 06/15/19		5,790,898
		Federal National Mortgage Association,
	5,547	Ser. 2002-18, Class PC, 5.500%, 04/25/17		5,891,980
	2,658	Ser. 2002-57, Class ND, 5.500%, 09/25/17		2,904,079
	309	MLCC Mortgage Investors, Inc., Ser. 2003-E, Class A1, 0.574%, 10/25/28 FRN		284,912
	1,022	Structured Adjustable Rate Mortgage Loan Trust, Ser. 2004-1, Class 4A3, 2.784%, 02/25/34 FRN		965,053

				34,254,277


	Commercial Mortgage-Backed Securities 9.9%
	2,000	Banc of America Commercial Mortgage, Inc., Ser. 2007-1, Class A2, 5.381%, 01/15/49		2,064,014
	10,800	Bear Stearns Commercial Mortgage Securities, Ser. 2004-T16, Class A5, 4.600%, 02/13/46		11,353,422
	2,000	Bear Stearns Commercial Mortgage Securities, Ser. 2006-PW11, Class A4, 5.623%, 03/11/39 FRN		2,198,419
	3,000	Commercial Mortgage Pass-Through Certificates, Ser. 2006-C7, Class A4, 5.961%, 06/10/46 FRN		3,303,279
	3,300	Credit Suisse First Boston Mortgage Securities Corp., Ser. 2005-C2, Class A4, 4.832%, 04/15/37		3,438,007

See Notes to Financial Statements.


Prudential Government Income Fund, Inc.			7

Portfolio of Investments

as of August 31, 2010 (Unaudited) continued


Principal Amount (000)#		Description	Value (Note 1)
	Commercial Mortgage-Backed Securities (cont’d.)
$	3,100	CWCapital Cobalt Ltd., Ser. 2007-C3, Class A3, 6.013%, 05/15/46 FRN	$	3,314,018
	4,400	Federal Home Loan Mortgage Corp., Ser. 2010-K005, Class A2, 4.317%, 11/25/19		4,802,153
	6,400	Federal Home Loan Mortgage Corp., Ser. 2010-K007, Class A2, 4.224%, 03/25/20		6,875,973
	1,983	Greenwich Capital Commercial Funding Corp., Ser. 2007-GG9, Class A2, 5.381%, 03/10/39		2,052,378
	3,400	GS Mortgage Securities Corp. II, Ser. 2007-GG10, Class A2, 5.778%, 08/10/45 FRN		3,534,033
	5,000	Merrill Lynch Mortgage Trust, Ser. 2006-C1, Class ASB, 5.838%, 05/12/39 FRN		5,385,958
	5,000	Merrill Lynch/Countrywide Commercial Mortgage Trust, Ser. 2007-9, Class A2, 5.590%, 09/12/49		5,211,039
	7,200	Morgan Stanley Capital I, Ser. 2006-IQ11, Class A4, 5.940%, 10/15/42 FRN		8,007,618
	4,000	Wachovia Bank Commercial Mortgage Trust, Ser. 2006-C25, Class A4, 5.923%, 05/15/43 FRN		4,394,652
	5,000	Wachovia Bank Commercial Mortgage Trust, Ser. 2006-C27, Class A2, 5.624%, 07/15/45		5,125,593

				71,060,556


	Corporate Bonds 0.7%
	1,045	Bank of Montreal (Canada), 144A, 2.850%, 06/09/15		1,096,307
	2,960	Depfa ACS Bank (Ireland), 144A, 5.125%, 03/16/37		2,334,792
	1,500	Toronto-Dominion Bank (The) (Canada), 144A, 2.200%, 07/29/15		1,527,969

				4,959,068

See Notes to Financial Statements.


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Principal Amount (000)#			Description	Value (Note 1)
	Mortgage-Backed Securities 44.8%
			Federal Home Loan Mortgage Corp.,
$	2,496		2.604%, 05/01/34 FRN	$	2,600,556
	8,000	(a)	4.000%, TBA 30 YR		8,242,496
	3,500	(a)	4.500%, TBA 15 YR		3,695,783
	6,000	(a)	4.500%, TBA 30 YR		6,275,628
	23,152		5.000%, 06/01/33 - 05/01/34		24,785,212
	1,500	(a)	5.000%, TBA 15 YR		1,595,157
	5,000	(a)	5.000%, TBA 30 YR		5,300,470
	5,017		5.500%, 05/01/37 - 01/01/38		5,366,977
	1,619		6.000%, 08/01/32 - 09/01/34		1,777,799
	872		6.500%, 01/01/11 - 09/01/32		960,783
	202		7.000%, 08/01/11 - 09/01/32		227,827
	132		8.000%, 03/01/22 - 08/01/22		150,808
	109		8.500%, 01/01/17 - 09/01/19		119,788
	83		9.000%, 01/01/20		87,718
	66		11.500%, 10/01/19		71,807
			Federal National Mortgage Association,
	842		2.409%, 04/01/34 FRN		878,116
	6,739		2.469%, 07/01/33 FRN		7,064,528
	1,902		2.554%, 06/01/34 FRN		1,992,447
	1,550		2.961%, 04/01/34 FRN		1,612,998
	1,000	(a)	4.000%, TBA 15 YR		1,047,812
	788		4.500%, 01/01/20		843,071
	500	(a)	4.500%, TBA 15 YR		528,125
	41,000	(a)	4.500%, TBA 30 YR		42,934,708
	41,500	(a)	4.500%, TBA 30 YR		43,575,000
	14,546		5.000%, 07/01/18 - 05/01/36		15,549,609
	14,500		5.000%, TBA 30 YR		15,397,187
	48,574		5.500%, 08/01/15 - 11/01/36		52,328,025
	9,000	(a)	5.500%, TBA 15 YR		9,666,558
	18,242		6.000%, 11/01/14 - 5/01/36		19,749,643
	3,948		6.260%, 03/01/11		3,964,121
	12,240		6.500%, 09/01/10 - 10/01/37		13,490,210
	4,766		7.000%, 04/01/11 - 02/01/36		5,298,542
	67		7.500%, 09/01/10 - 10/01/26		70,175
	8		8.500%, 06/01/17 - 03/01/25		7,620
	101		9.000%, 04/01/25		118,015
	27		9.500%, 01/01/25 - 02/01/25		31,014

See Notes to Financial Statements.


Prudential Government Income Fund, Inc.			9

Portfolio of Investments

as of August 31, 2010 (Unaudited) continued


Principal Amount (000)#			Description	Value (Note 1)
	Mortgage-Backed Securities (cont’d.)
			Government National Mortgage Association,
$	4,000	(a)	4.500%, TBA 30 YR	$	4,216,250
	8,259		5.000%, 07/15/33 - 04/15/34		8,941,847
	4,263		5.500%, 02/15/34 - 02/15/36		4,638,165
	5,051		7.000%, 03/15/22 - 02/15/29		5,738,605
	615		7.500%, 01/15/23 - 07/15/24		702,228
	525		8.500%, 04/15/25		612,328
	336		9.500%, 09/15/16 - 08/20/21		372,404

					322,628,160


	Municipal Bond 0.2%
	1,170		Utah St. Build America Bonds, Ser. D, GO, 4.554%, 07/01/24		1,298,911


	Small Business Administration Agency 1.6%
	749		Small Business Administration Participation Certificates, Ser. 1995-20B, Class 1, 8.150%, 02/01/15		775,615
	2,382		Small Business Administration Participation Certificates, Ser. 1995-20L, Class 1, 6.450%, 12/01/15		2,535,148
	2,761		Small Business Administration Participation Certificates, Ser. 1996-20H, Class 1, 7.250%, 08/01/16		3,008,317
	1,985		Small Business Administration Participation Certificates, Ser. 1996-20K, Class 1, 6.950%, 11/01/16		2,122,198
	574		Small Business Administration Participation Certificates, Ser. 1997-20A, Class 1, 7.150%, 01/01/17		628,232
	2,488		Small Business Administration Participation Certificates, Ser. 1998-20I, Class 1, 6.000%, 09/01/18		2,700,607

					11,770,117

See Notes to Financial Statements.


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Principal Amount (000)#			Description	Value (Note 1)
	U.S. Government Agency Securities 5.9%
$	6,510		Ally Financial, Inc., FDIC Gtd. Notes, 1.750%, 10/30/12	$	6,651,924
	3,215		Federal Home Loan Bank, 5.625%, 06/11/21		3,983,697
	1,310	(b)	Federal Home Loan Mortgage Corp., 5.125%, 11/17/17		1,556,214
	10,000	(c)	Financing Corp. FICO STRIPS, Ser. 1P, 2.640%, 05/11/18		8,184,680
	5,820	(c)	Financing Corp. FICO STRIPS, Ser. 2P, 2.860%, 11/30/17		4,809,788
	7,200	(c)	Financing Corp. FICO STRIPS, Ser. 3P, 2.860%, 11/30/17		5,950,253
			Tennessee Valley Authority,
	1,895		4.500%, 04/01/18		2,166,654
	1,240		5.250%, 09/15/39		1,470,564
	1,080		5.500%, 06/15/38		1,320,457
	6,345		Western Corporate Federal Credit Union, Gtd. Notes., 1.750%, 11/02/12		6,483,613

					42,577,844


	U.S. Government Treasury Obligations 31.7%
			United States Treasury Bonds,
	6,960		4.375%, 05/15/40		8,030,100
	6,480		4.625%, 02/15/40		7,773,978
	15,500		6.875%, 08/15/25		22,785,000
	8,025		7.125%, 02/15/23		11,653,809
			United States Treasury Notes,
	44,190		0.375%, 08/31/12		44,093,312
	11,000		1.000%, 07/31/11		11,071,753
	8,980		1.875%, 08/31/17		8,949,127
	7,365	(d)	2.375%, 08/31/14		7,747,634
	8,620	(b)	2.625%, 08/15/20		8,730,439
	1,965		3.125%, 10/31/16		2,125,425
	5,620		3.625%, 08/15/19		6,197,365

See Notes to Financial Statements.


Prudential Government Income Fund, Inc.			11

Portfolio of Investments

as of August 31, 2010 (Unaudited) continued


Principal Amount (000)#			Description	Value (Note 1)
	U.S. Government Treasury Obligations (cont’d.)
			United States Treasury STRIPS, I/O
	$14,000	(e)	3.180%, 05/15/23	$	9,374,092
	12,000	(e)	3.270%, 05/15/24		7,690,260
	16,500	(e)	3.280%, 08/15/24		10,475,685
	9,500	(b)(e)	3.320%, 08/15/25		5,783,553
	20,500	(e)	3.480%, 11/15/21		14,687,184
	14,600	(e)	3.910%, 11/15/23		9,580,301
	5,530	(e)	3.630%, 08/15/22		3,838,179
	8,570	(e)	3.720%, 11/15/22		5,867,528
	12,000	(e)	3.980%, 02/15/24		7,777,608
	17,700	(b)(e)	4.210%, 05/15/25		10,876,455
	4,110	(c)	United States Treasury STRIPS, P/O 3.720%, 02/15/23		2,794,935

					227,903,722

			Total long-term investments (cost $669,531,439)		716,452,655


	SHORT-TERM INVESTMENTS 25.1%

Shares

	Affiliated Mutual Funds
	12,384,619		Prudential Investment Portfolios 2 - Prudential Core Short-Term Bond Fund (cost $121,882,916)(f)		109,356,190
	71,236,032		Prudential Investment Portfolios 2 - Prudential Core Taxable Money Market Fund (cost $71,236,032; includes $24,613,948 of cash collateral received for securities on loan)(f)(g)		71,236,032

			Total short-term investments (cost $193,118,948)		180,592,222

			Total Investments 124.7% (cost $862,650,387; Note 5)		897,044,877
			Liabilities in excess of other assets(h) (24.7%)		(177,432,287	)

			Net Assets 100.0%	$	719,612,590

See Notes to Financial Statements.


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The following abbreviations are used in the portfolio descriptions:

144A—Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and may not be resold subject to that rule except to qualified institutional buyers. Unless otherwise noted, 144A securities are deemed to be liquid.

FDIC—Federal Deposit Insurance Corporation

FICO—Financing Corporation

FRN—Floating Rate Note

GO—General Obligation

I/O—Interest Only

P/O—Principal Only

STRIPS—Separate Trading of Registered Interest and Principal of Securities

TBA—To Be Announced

#	Principal amount is shown in U.S. dollars unless otherwise stated.

(a)	Principal amount of $87,000,000 represents a to-be announced (“TBA”) mortgage dollar roll.

(b)	All or a portion of security is on loan. The aggregate market value of such securities is $24,238,752; cash collateral of $24,613,948 (included in liabilities) was received with which the Fund purchased highly liquid short-term investments.

(c)	Represents a zero coupon bond. Rate shown reflects the effective yield at August 31, 2010.

(d)	Represents security, or a portion thereof, segregated as collateral for futures contracts.

(e)	The rate shown is the effective yield at August 31, 2010.

(f)	Prudential Investments LLC, the manager of the Fund, also serves as manager of the Prudential Investment Portfolios 2 - Prudential Core Taxable Money Market Fund and the Prudential Investment Portfolios 2 - Prudential Core Short-Term Bond Fund.

(g)	Represents security, or a portion thereof, purchased with cash collateral received for securities on loan.

(h)	Liabilities in excess of other assets include net unrealized appreciation (depreciation) on futures contracts and interest rate swap agreements as follows:

Open futures contracts outstanding at August 31, 2010:


Number of Contracts		Type		Expiration Date		Value at August 31, 2010		Value at Trade Date		Unrealized Appreciation/ (Depreciation)
			Long Position:
	1,580		5 Year U.S. Treasury Notes		Dec. 2010	$	190,106,094	$	189,601,097	$	504,997
			Short Positions:
	2		2 Year U.S. Treasury Notes		Dec. 2010		438,281		438,185		(96	)
	644		10 Year Treasury Notes		Dec. 2010		80,902,500		80,676,742		(225,758	)
	747		U.S. Long Bonds		Dec. 2010		100,868,344		100,570,519		(297,825	)

										$	(18,682	)

See Notes to Financial Statements.


Prudential Government Income Fund, Inc.			13

Portfolio of Investments

as of August 31, 2010 (Unaudited) continued

Interest rate swap agreements outstanding at August 31, 2010:


Counterparty	Termination Date		Notional Amount (000)#		Fixed Rate			Floating Rate		Fair Value			Upfront Premiums Paid/ (Received)		Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC(a)		08/16/20	$	3,215		2.751	%		3 month LIBOR	$	(81,206	)	$	—	$	(81,206	)
Citibank NA(a)		07/19/20		3,165		3.001	%		3 month LIBOR		(158,514	)		—		(158,514	)
Citibank NA(a)		07/16/20		3,165		3.115	%		3 month LIBOR		(192,169	)		—		(192,169	)
Morgan Stanley Capital Services(a)		07/23/20		3,230		2.890	%		3 month LIBOR		(128,222	)		—		(128,222	)
Barclays Bank PLC(b)		08/11/20		5,145		2.828	%		3 month LIBOR		167,811			—		167,811
Citibank NA(b)		08/10/20		6,185		2.834	%		3 month LIBOR		205,411			—		205,411
Morgan Stanley Capital Services(b)		08/10/20		3,090		2.833	%		3 month LIBOR		102,406			—		102,406

										$	(84,483	)	$	—	$	(84,483	)

LIBOR—London

Interbank Offered Rate

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

(b)	The Fund pays the floating rate and receives the fixed rate.

#	Notional amount is shown in U.S. dollars unless otherwise stated.

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below.

Level 1—quoted prices in active markets for identical securities

Level 2—other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

Level 3—significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

See Notes to Financial Statements.


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The following is a summary of the inputs used as of August 31, 2010 in valuing the Fund’s assets carried at fair value:


	Level 1			Level 2			Level 3
Investments in Securities
Collateralized Mortgage Obligations	$	—		$	34,254,277		$	—
Commercial Mortgage-Backed Securities		—			71,060,556			—
Corporate Bonds		—			4,959,068			—
Mortgage-Backed Securities		—			322,628,160			—
Municipal Bond		—			1,298,911			—
Small Business Administration Agency		—			11,770,117			—
U.S. Government Agency Securities		—			42,577,844			—
U.S. Government Treasury Obligations		—			227,903,722			—
Affiliated Mutual Funds		180,592,222			—			—
Other Financial Instruments*
Futures		(18,682	)		—			—
Interest Rate Swaps		—			(84,483	)		—

Total	$	180,573,540		$	716,368,172		$	—

*	Other financial instruments are derivative instruments not reflected in the Portfolio of Investments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

The industry classification of portfolio holdings and liabilities in excess of other assets shown as a percentage of net assets as of August 31, 2010 were as follows:


Mortgage-Backed Securities	44.8	%
U.S. Government Treasury Obligations	31.7
Affiliated Mutual Funds (including 3.4% of collateral received for securities on loan)	25.1
Commercial Mortgage-Backed Securities	9.9
U.S. Government Agency Securities	5.9
Collateralized Mortgage Obligations	4.8
Small Business Administration Agency	1.6
Corporate Bonds	0.7
Municipal Bond	0.2

	124.7
Liabilities in excess of other assets	(24.7	)

	100.0	%

See Notes to Financial Statements.


Prudential Government Income Fund, Inc.			15

Portfolio of Investments

as of August 31, 2010 (Unaudited) continued

The Fund invested in derivative instruments during the reporting period. The risk associated with these derivative instruments is interest rate risk. The effect of such derivative instruments on the Fund’s financial position and financial performance as reflected in the Statement of Assets and Liabilities and Statement of Operations is presented in the summary below.

Fair values of derivative instruments as of August 31, 2010 as presented in the Statement of Assets and Liabilities:

Derivatives not designated
as hedging instruments,
carried at fair value

Asset Derivatives

Liability Derivatives

Balance
Sheet Location

Fair
Value

Balance
Sheet Location

Fair
Value

Interest rate contracts

Due to broker— variation margin

504,997

Due to broker— variation margin

523,679

Interest rate contracts

Unrealized appreciation on swap agreements

475,628

Unrealized depreciation on swap agreements

560,111

Total

980,625

1,083,790

*	Includes cumulative appreciation/depreciation on futures contracts as reported in Portfolio of Investments. Only unsettled variation margin receivable (payable) is reported within the Statement of Assets and Liabilities.

The effects of derivative instruments on the Statement of Operations for the six months ended August 31, 2010 are as follows:


Amount of Realized Gain or (Loss) on Derivatives Recognized in Income
Derivatives not designated as hedging instruments, carried at fair value	Futures			Swaps			Purchased Options			Written Options		Total
Interest rate contracts	$	(9,047,775	)	$	(794,565	)	$	(121,862	)	$	156,835	$	(9,807,367	)


Change in Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income
Derivatives not designated as hedging instruments, carried at fair value	Futures			Swaps								Total
Interest rate contracts	$	(264,507	)	$	916,829							$	652,322

See Notes to Financial Statements.


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For the six months ended August 31, 2010, the Fund’s average volume of derivative activities are as follows:


Futures Long Position (Value at Trade Date)		Futures Short Position (Value at Trade Date)		Interest Rate Swaps (Notional Amount in USD(000))
$	161,123,937	$	150,034,408	$	30,472

See Notes to Financial Statements.


Prudential Government Income Fund, Inc.			17

Statement of Assets and Liabilities

as of August 31, 2010 (Unaudited)


Assets
Investments at value, including securities on loan of $24,238,752:
Affiliated investments (cost $193,118,948)	$	180,592,222
Unaffiliated investments (cost $669,531,439)		716,452,655
Cash		188,546
Receivable for investments sold		232,293,927
Dividends and interest receivable		2,180,432
Unrealized appreciation on swap agreements		475,628
Receivable for Fund shares sold		191,710
Prepaid expenses		17,676
Receivable for securities lending, net		2,546

Total assets		1,132,395,342


Liabilities
Payable for investments purchased		385,088,649
Payable to broker for collateral for securities on loan		24,613,948
Payable for Fund shares reacquired		990,730
Unrealized depreciation on swap agreements		560,111
Due to broker-variation margin		555,253
Dividends payable		306,577
Management fee payable		303,669
Distribution fee payable		157,380
Accrued expenses		92,438
Affiliated transfer agent fee payable		72,398
Deferred directors’ fees		41,599

Total liabilities		412,782,752


Net Assets	$	719,612,590


Net assets were comprised of:
Common stock, at par	$	736,455
Paid-in-capital in excess of par		705,374,550

		706,111,005
Distributions in excess of net investment income		(568,348	)
Accumulated net realized loss on investment transactions		(20,219,354	)
Net unrealized appreciation on investments		34,289,287

Net assets, August 31, 2010	$	719,612,590

See Notes to Financial Statements.


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Class A
Net asset value and redemption price per share
($571,409,208 ÷ 58,468,514 shares of common stock issued and outstanding)	$	9.77
Maximum sales charge (4.50% of offering price)		.46

Maximum offering price to public	$	10.23


Class B
Net asset value, offering price and redemption price per share
($19,073,151 ÷ 1,948,747 shares of common stock issued and outstanding)	$	9.79


Class C
Net asset value, offering price and redemption price per share
($21,972,916 ÷ 2,243,667 shares of common stock issued and outstanding)	$	9.79


Class R
Net asset value, offering price and redemption price per share
($5,807,351 ÷ 593,418 shares of common stock issued and outstanding)	$	9.79


Class Z
Net asset value, offering price and redemption price per share
($101,349,964 ÷ 10,391,125 shares of common stock issued and outstanding)	$	9.75

See Notes to Financial Statements.


Prudential Government Income Fund, Inc.		19

Statement of Operations

Six Months Ended August 31, 2010 (Unaudited)


Net Investment Income
Income
Unaffiliated interest income	$	12,159,351
Affiliated dividend income		819,585
Affiliated income from securities loaned, net		18,002

Total income		12,996,938


Expenses
Management fee		1,773,188
Distribution fee—Class A		708,443
Distribution fee—Class B		103,384
Distribution fee—Class C		83,359
Distribution fee—Class R		10,447
Transfer agent’s fees and expenses (including affiliated expense of $190,800) (Note 3)		337,000
Custodian’s fees and expenses		102,000
Reports to shareholders		45,000
Registration fees		30,000
Directors’ fees		20,000
Audit fee		17,000
Legal fees and expenses		17,000
Insurance		9,000
Miscellaneous		5,769

Total expenses		3,261,590

Net investment income		9,735,348


Realized And Unrealized Gain (Loss) On Investment Transactions
Net realized gain (loss) on:
Investment transactions		12,097,327
Financial futures transactions		(9,047,775	)
Written option transactions		156,835
Swap transactions		(794,565	)

		2,411,822

Net change in unrealized appreciation (depreciation) on:
Investments (including affiliated: $1,362,309)		25,183,156
Financial futures contracts		(264,507	)
Swaps		916,829

		25,835,478

Net gain on investment transactions		28,247,300

Net Increase In Net Assets Resulting From Operations	$	37,982,648

See Notes to Financial Statements.


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Statement of Changes in Net Assets

(Unaudited)


	Six Months Ended August 31, 2010			Year Ended February 28, 2010
Increase (Decrease) In Net Assets
Operations
Net investment income	$	9,735,348		$	21,855,897
Net realized gain on investments and foreign currency transactions		2,411,822			10,640,163
Net change in unrealized appreciation on investments and foreign currencies		25,835,478			37,091,893

Net increase in net assets resulting from operations		37,982,648			69,587,953


Dividends from net investment income (Note 1)
Class A		(8,054,031	)		(17,245,620	)
Class B		(216,693	)		(702,109	)
Class C		(222,835	)		(452,032	)
Class R		(54,119	)		(80,947	)
Class Z		(1,513,379	)		(3,251,395	)

		(10,061,057	)		(21,732,103	)


Fund share transactions (net of share conversions) (Note 6)
Net proceeds from shares sold		55,323,453			96,219,243
Net asset value of shares issued in reinvestment of dividends		8,884,986			18,238,340
Cost of shares reacquired		(75,447,043	)		(182,621,714	)

Net decrease in net assets from Fund share transactions		(11,238,604	)		(68,164,131	)


Capital Contributions (Note 6)
Proceeds from regulatory settlement		58,368			—

Total increase (decrease)		16,741,355			(20,308,281	)

Net Assets
Beginning of period		702,871,235			723,179,516

End of period	$	719,612,590		$	702,871,235

See Notes to Financial Statements.


Prudential Government Income Fund, Inc.			21

Notes to Financial Statements

(Unaudited)

Prudential 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 asked 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.

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 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.


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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 investment 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 or at the last bid price in the absence of an asked price.

Securities for which reliable 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 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.

Investments in open-end, non exchange-traded 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 debt securities of sufficient credit quality, which mature in sixty days or less, are valued at amortized cost, which approximates fair 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 debt securities which mature in more than sixty days are valued at fair value.

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.”


Prudential Government Income Fund, Inc.			23

Notes to Financial Statements

(Unaudited) continued

Subsequent payments, known as “variation margin,” are made or received by the 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 contracts.

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. 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. Financial futures contracts involve elements of risk in excess of the amounts reflected on the Statement of Assets and Liabilities.

Options: The Fund purchased or wrote options in order to hedge against adverse market movements or fluctuations in value caused by changes in prevailing interest rates, or foreign currency exchange 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 at the closing of a 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 options 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. Over-the-counter options involve the risk of the potential inability of the counterparties to meet the terms of their contracts.


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With exchange-traded futures and options contracts, there is minimal counterparty credit risk to the Fund since the exchanges’ clearinghouse acts as counterparty to all exchange traded futures and options and guarantees the futures and options contracts against default.

Swap Agreements: The Fund may enter into credit default, interest rate, total return and other forms of swap agreements. A swap agreement is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The swap agreements are valued daily at current market value and any change in value is included in the net unrealized appreciation or depreciation on investments. Payments received or paid by the Fund are recorded as realized gains or losses upon termination or maturity of the swap. Risk of loss may exceed amounts recognized on the Statement of Assets and Liabilities. Swap agreements outstanding at reporting date, if any, are listed on the Portfolio of Investments.

Interest Rate Swaps: Interest rate swaps represent an agreement between counterparties to exchange cash flows based on the difference between two interest rates, applied to a notional principal amount for a specified period. The Fund is subject to interest rate risk exposure in the normal course of pursuing its investment objectives. The Fund used interest rate swaps to either maintain its ability to generate steady cash flow by receiving a stream of fixed rate payments or to increase exposure to prevailing market rates by receiving floating rate payments using interest rate swap contracts. The Fund’s maximum risk of loss from counterparty credit risk is the discounted net value of the cash flows to be received from the counterparty over the contract’s remaining life. This risk may be mitigated by having a master netting arrangement between the Fund and the counterparty which may permit the Fund to offset amounts payable by the Fund to the same counterparty against amounts to be received; and by the receipt of collateral from the counterparty by the Fund to cover the Fund’s exposure to the counterparty. However, there is no assurance that such mitigating factors are easily enforceable.

In addition to each instrument’s primary underlying risk exposure (e.g. interest rate), swap agreements involve, to varying degrees, elements of credit, market risk and documentation risk. Such risks involve the possibility that there will be no liquid market for these agreements, that the counterparty to the agreement may default on its obligation to perform or disagree as to the meaning of the contractual terms in the agreement, and that there will be unfavorable changes in net interest rates. In connection with these agreements, securities in the portfolio may be identified as collateral or received as collateral from the counterparty in accordance with the terms of the respective swap agreements to provide or receive assets of value and serve as recourse in the event of default or bankruptcy/insolvency of either party.


Prudential Government Income Fund, Inc.			25

Notes to Financial Statements

(Unaudited) continued

Such over-the-counter derivative agreements include conditions which when materialized, give the counterparty the right to cause an early termination of the transactions under those agreements. Any election by the counterparty for early termination of the contract(s) may impact the amounts reported on financial statements.

As of August 31, 2010, the Fund has not met conditions under such agreements that give the counterparty the right to call for an early termination.

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 Fund 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 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 gains or losses 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.


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Net investment income or loss (other than distribution fees which are charged directly to the respective class) and unrealized and realized gains or losses 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 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.

The management fee paid to PI is accrued daily and payable monthly at an annual rate of .50% of the Fund’s average daily net assets up to and including $1 billion, .45% of the Fund’s average daily net assets of the next $1 billion, .35% of the Fund’s average daily net assets of the next $1 billion, and .30% of the average daily net assets of the Fund in excess of $3 billion. The effective management fee rate was .50% for the six months ended August 31, 2010.


Prudential Government Income Fund, Inc.			27

Notes to Financial Statements

(Unaudited) continued

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%, 1%, 1% and .75% of the average daily net assets of the Class A, B, C and R shares, respectively. For the six months ended August 31, 2010, PIMS contractually agreed to limit such fees to .75% of the average daily net assets of the Class C shares. However, effective July 1, 2010 such waiver has been terminated. The effective distribution fee rate for Class C was .84% for the six months ended August 31, 2010. Class A and R fees continue to be limited to .25% and .50% of the average daily net assets, respectively.

PIMS has advised the Fund that it has received $111,711 in front-end sales charges resulting from sales of Class A shares, for the six months ended August 31, 2010. 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.

PIMS has advised the Fund that for the six months ended August 31, 2010, it received $2, $13,850 and $3,021 in contingent deferred sales charges imposed upon redemptions by certain Class A, Class B, and Class C shareholders, respectively.

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

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 fees and expenses in the Statement of Operations include certain out-of-pocket expenses paid to non-affiliates, where applicable.


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Prudential Investment Management, Inc., (“PIM”), an indirect, wholly-owned subsidiary of Prudential, is the Fund’s security lending agent. For the six months ended August 31, 2010, PIM has been compensated approximately $6,100 for these services.

The Fund invests in the Prudential Core Short-Term Bond Fund, pursuant to an exemptive order received from the Securities and Exchange Commission, and in the Prudential Core Taxable Money Market Fund (the “Core Funds”), each a portfolio of the Prudential Investment Portfolios 2. The Core Funds are mutual funds registered under the Investment Company Act of 1940, as amended, and managed by PI. Earnings from the Core Funds are disclosed on the Statement of Operations as affiliated dividend income.

Note 4. Portfolio Securities

Purchases and sales of portfolio securities, excluding short-term investments, for the six months ended August 31, 2010, aggregated $4,125,625,409 and $4,031,320,750, respectively.

Transactions in options written during the six months ended August 31, 2010, were as follows:


	Notional Amount			Premiums Received
Options outstanding at February 28, 2010		—		$	—
Options written		196,000			282,839
Options terminated in closing purchase transactions		(196,000	)		(282,839	)
Options expired		—			—

Options outstanding at August 31, 2010		—		$	—

The average balance of dollar rolls outstanding during the six months ended August 31, 2010 was approximately $95,459,000. The amount of dollar rolls outstanding at August 31, 2010 was $91,407,979 (Principal $87,000,000), which was 12.7% of net assets.

Note 5. Distributions and Tax Information

As of February 28, 2010, the Fund had a capital loss carryforward for tax purposes of approximately $21,176,000, of which $4,801,000 expires in 2013, $1,845,000 expires in 2014 and $14,530,000 expires in 2015. Accordingly, no capital gains distribution is expected to be paid to shareholders until net gains have been realized in excess of such carryforward. It is uncertain whether the Fund will be able to realize the full benefit prior to the expiration dates.


Prudential Government Income Fund, Inc.			29

Notes to Financial Statements

(Unaudited) continued

The United States federal income tax basis of the Fund’s investments and the net unrealized appreciation as of August 31, 2010 were as follows:


Tax Basis	Appreciation	Depreciation	Net Unrealized Appreciation
$863,148,792	$47,185,907	$(13,289,822)	$33,896,085

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

Management has analyzed the Fund’s tax positions taken on federal income tax returns for all open tax years and has concluded that as of August 31, 2010, no provision for income tax would be required in the Fund’s financial statements. The Fund’s federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

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 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 available exclusively for sale to a limited group of investors.

For the six months ended August 31, 2010, the Fund received $58,368 related to an affiliate’s settlement of regulatory proceedings involving allegations of improper trading. This amount is presented in the Fund’s Statement of Changes in Net Assets. The Fund was not involved in the proceedings or the calculation of the payment.


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There are 2.5 billion shares of common stock, $.01 par value per share, divided into five 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.


Class A	Shares			Amount
Six months ended August 31, 2010:
Shares sold		2,901,735		$	27,632,214
Shares issued in reinvestment of dividends		735,792			7,011,197
Shares reacquired		(5,221,148	)		(49,664,906	)

Net increase (decrease) in shares outstanding before conversion		(1,583,621	)		(15,021,495	)
Shares issued upon conversion from Class B		450,378			4,260,722

Net increase (decrease) in shares outstanding		(1,133,243	)	$	(10,760,773	)

Year ended February 28, 2010:
Shares sold		4,661,169		$	42,394,233
Shares issued in reinvestment of dividends		1,540,412			14,086,262
Shares reacquired		(11,876,153	)		(107,877,317	)

Net increase (decrease) in shares outstanding before conversion		(5,674,572	)		(51,396,822	)
Shares issued upon conversion from Class B		1,167,294			10,467,186

Net increase (decrease) in shares outstanding		(4,507,278	)	$	(40,929,636	)

Class B
Six months ended August 31, 2010:
Shares sold		203,598		$	1,944,836
Shares issued in reinvestment of dividends		18,732			178,579
Shares reacquired		(505,175	)		(4,783,982	)

Net increase (decrease) in shares outstanding before conversion		(282,845	)		(2,660,567	)
Shares reacquired upon conversion into Class A		(449,350	)		(4,260,722	)

Net increase (decrease) in shares outstanding		(732,195	)	$	(6,921,289	)

Year ended February 28, 2010:
Shares sold		508,983		$	4,640,976
Shares issued in reinvestment of dividends		59,963			547,923
Shares reacquired		(1,059,466	)		(9,673,302	)

Net increase (decrease) in shares outstanding before conversion		(490,520	)		(4,484,403	)
Shares reacquired upon conversion into Class A		(1,164,907	)		(10,467,186	)

Net increase (decrease) in shares outstanding		(1,655,427	)	$	(14,951,589	)


Prudential Government Income Fund, Inc.			31

Notes to Financial Statements

(Unaudited) continued


Class C	Shares			Amount
Six months ended August 31, 2010:
Shares sold		637,919		$	6,102,461
Shares issued in reinvestment of dividends		18,891			180,380
Shares reacquired		(365,428	)		(3,480,570	)

Net increase (decrease) in shares outstanding		291,382		$	2,802,271

Year ended February 28, 2010:
Shares sold		840,472		$	7,703,509
Shares issued in reinvestment of dividends		35,598			326,401
Shares reacquired		(889,660	)		(8,108,537	)

Net increase (decrease) in shares outstanding		(13,590	)	$	(78,627	)

Class R
Six months ended August 31, 2010:
Shares sold		291,395		$	2,797,604
Shares issued in reinvestment of dividends		5,212			49,803
Shares reacquired		(82,218	)		(781,669	)

Net increase (decrease) in shares outstanding		214,389		$	2,065,738

Year ended February 28, 2010:
Shares sold		324,247		$	2,964,961
Shares issued in reinvestment of dividends		7,938			72,905
Shares reacquired		(183,867	)		(1,682,798	)

Net increase (decrease) in shares outstanding		148,318		$	1,355,068

Class Z
Six months ended August 31, 2010:
Shares sold		1,770,584		$	16,846,338
Shares issued in reinvestment of dividends		154,059			1,465,027
Shares reacquired		(1,763,655	)		(16,735,916	)

Net increase (decrease) in shares outstanding		160,988		$	1,575,449

Year ended February 28, 2010:
Shares sold		4,261,513		$	38,515,564
Shares issued in reinvestment of dividends		352,002			3,204,849
Shares reacquired		(6,127,358	)		(55,279,760	)

Net increase (decrease) in shares outstanding	$	(1,513,843	)	$	(13,559,347	)

Note 7. Borrowing

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


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provides for a commitment of $500 million. Interest on any borrowings under the SCA is incurred at contracted market rates and a commitment fee for the unused amount is accrued daily and paid quarterly. The Funds pay a commitment fee of .15% of the unused portion of the SCA. The expiration date of the SCA has been extended from October 20, 2010 through December 24, 2010 under the same terms. The purpose of the SCA is to provide an alternative source of temporary funding for capital share redemptions. The Fund did not borrow any amounts pursuant to the SCA during the six months ended August 31, 2010.

Note 8. New Accounting Pronouncement

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06 “Improving Disclosures about Fair Value Measurements”. ASU 2010-06 will require reporting entities to make new disclosures about amounts and reasons for significant transfers in and out of Level 1 and Level 2 fair value measurements and input and valuation techniques used to measure fair value for both recurring and nonrecurring fair value measurements that fall in either Level 2 or Level 3, and information on purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. The new and revised disclosures are effective for interim and annual reporting periods beginning after December 15, 2009 except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements, which are effective for interim and annual reporting periods beginning after December 15, 2010. At this time, management is evaluating the implications of ASU No. 2010-06 and its impact on the financial statements has not been determined.


Prudential Government Income Fund, Inc.			33

Financial Highlights

(Unaudited)


Class A Shares
	Six Months Ended August 31,			Year Ended February 28/29,
	2010			2010			2009			2008			2007			2006
Per Share Operating Performance:
Net Asset Value, Beginning Of Period		$9.39			$8.78			$8.94			$8.83			$8.88			$9.04
Income from investment operations:
Net investment income		.13			.28			.30			.36			.37			.34
Net realized and unrealized gain (loss) on investment transactions		.37			.61			(.15	)		.12			(.02	)		(.13	)
Total from investment operations		.50			.89			.15			.48			.35			.21
Less Dividends:
Dividends from net investment income		(.13	)		(.28	)		(.31	)		(.37	)		(.40	)		(.37	)
Capital Contributions		.01			-			-			-			-			-
Net asset value, end of period		$9.77			$9.39			$8.78			$8.94			$8.83			$8.88
Total Return(a):		5.54%			10.25%			1.73%			5.60%			4.03%			2.33%

Ratios/Supplemental Data:
Net assets, end of period (000)		$571,409			$559,817			$562,826			$645,050			$733,190			$789,162
Average net assets (000)		$562,119			$561,947			$608,533			$659,266			$745,577			$811,520
Ratios to average net assets(c):
Expenses, including distribution and service (12b-1) fees(b)		.91%	(d)		.90%			.94%			.98%			.98%			.97%
Expenses, excluding distribution and service (12b-1) fees		.66%	(d)		.65%			.69%			.73%			.73%			.72%
Net investment income		2.75%	(d)		3.09%			3.48%			4.15%			4.24%			3.78%
For Class A, B, C, R and Z shares:
Portfolio turnover rate		614%	(e)		971%			2,216%			2,676%			837%			597%

(a) Total return does not consider the effects of sales loads. Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each period reported, and includes reinvestment of dividends and distributions. Total returns may reflect adjustments to conform to generally accepted accounting principles. Total returns for periods less than one full year are not annualized.

(b) The distributor of the Fund has contractually agreed to limit its distribution and service (12b-1) fees to .25% of the average daily net assets of the Class A shares.

(d) Annualized.

(e) Not annualized.

See Notes to Financial Statements.


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Class B Shares
	Six Months Ended August 31,			Year Ended February 28/29,
	2010			2010			2009			2008			2007			2006
Per Share Operating Performance:
Net Asset Value, Beginning Of Period		$9.41			$8.79			$8.95			$8.84			$8.89			$9.06
Income from investment operations:
Net investment income		.09			.20			.23			.30			.30			.27
Net realized and unrealized gain (loss) on investment transactions		.38			.63			(.15	)		.12			(.02	)		(.14	)
Total from investment operations		.47			.83			.08			.42			.28			.13
Less Dividends:
Dividends from net investment income		(.10	)		(.21	)		(.24	)		(.31	)		(.33	)		(.30	)
Capital Contributions		.01			-			-			-			-			-
Net asset value, end of period		$9.79			$9.41			$8.79			$8.95			$8.84			$8.89
Total Return(a):		5.13%			9.54%			.98%			4.81%			3.25%			1.46%

Ratios/Supplemental Data:
Net assets, end of period (000)		$19,073			$25,219			$38,126			$55,104			$64,920			$89,585
Average net assets (000)		$20,507			$30,299			$44,738			$57,319			$73,818			$105,681
Ratios to average net assets(b):
Expenses, including distribution and service (12b-1) fees		1.66%	(c)		1.65%			1.69%			1.73%			1.73%			1.72%
Expenses, excluding distribution and service (12b-1) fees		.66%	(c)		.65%			.69%			.73%			.73%			.72%
Net investment income		2.00%	(c)		2.33%			2.73%			3.40%			3.50%			3.02%

(b) Does not include expenses of the underlying funds in which the Fund invests.

See Notes to Financial Statements.


Prudential Government Income Fund, Inc.			35

Financial Highlights

(Unaudited) continued


Class C Shares
	Six Months Ended August 31,			Year Ended February 28/29,
	2010			2010			2009			2008			2007			2006
Per Share Operating Performance:
Net Asset Value, Beginning Of Period		$9.41			$8.80			$8.96			$8.85			$8.89			$9.06
Income from investment operations:
Net investment income		.10			.24			.26			.32			.32			.29
Net realized and unrealized gain (loss) on investment transactions		.38			.60			(.15	)		.12			(.01	)		(.14	)
Total from investment operations		.48			.84			.11			.44			.31			.15
Less Dividends:
Dividends from net investment income		(.11	)		(.23	)		(.27	)		(.33	)		(.35	)		(.32	)
Capital Contributions		.01			-			-			-			-			-
Net asset value, end of period		$9.79			$9.41			$8.80			$8.96			$8.85			$8.89
Total Return(a):		5.23%			9.69%			1.23%			5.06%			3.62%			1.71%

Ratios/Supplemental Data:
Net assets, end of period (000)		$21,973			$18,375			$17,295			$10,548			$9,760			$11,597
Average net assets (000)		$19,647			$17,575			$12,733			$9,285			$10,601			$13,109
Ratios to average net assets(b):
Expenses, including distribution and service (12b-1) fees(c)		1.50%	(d)		1.40%			1.44%			1.48%			1.48%			1.47%
Expenses, excluding distribution and service (12b-1) fees		.66%	(d)		.65%			.69%			.73%			.73%			.72%
Net investment income		2.16%	(d)		2.59%			2.96%			3.64%			3.75%			3.27%

(b) Does not include expenses of the underlying funds in which the Fund invests.

(c) The distributor of the Fund has contractually agreed to limit its distribution and service (12b-1) fees to .75 of the average daily net assets of the Class C shares through June 30, 2010.

(d) Annualized.

See Notes to Financial Statements.


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Class R Shares
	Six Months Ended August 31,			Year Ended February 28/29,
	2010			2010			2009			2008			2007			2006
Per Share Operating Performance:
Net Asset Value, Beginning Of Period		$9.41			$8.79			$8.95			$8.84			$8.88			$9.05
Income from investment operations:
Net investment income		.12			.26			.28			.34			.37			.32
Net realized and unrealized gain (loss) on investment transactions		.37			.62			(.15	)		.12			(.04	)		(.15	)
Total from investment operations		.49			.88			.13			.46			.33			.17
Less Dividends:
Dividends from net investment income		(.12	)		(.26	)		(.29	)		(.35	)		(.37	)		(.34	)
Capital Contributions		.01			-			-			-			-			-
Net asset value, end of period		$9.79			$9.41			$8.79			$8.95			$8.84			$8.88
Total Return(a):		5.40%			10.09%			1.49%			5.34%			3.78%			2.06%

Ratios/Supplemental Data:
Net assets, end of period (000)		$5,807			$3,565			$2,028			$783			$730			$2,585	(c)
Average net assets (000)		$4,145			$2,868			$1,328			$505			$225			$2,562	(c)
Ratios to average net assets(d):
Expenses, including distribution and service (12b-1) fees(b)		1.16%	(e)		1.15%			1.19%			1.23%			1.23%			1.22%
Expenses, excluding distribution and service (12b-1) fees		.66%	(e)		.65%			.69%			.73%			.73%			.72%
Net investment income		2.50%	(e)		2.84%			3.22%			3.86%			3.96%			3.51%

(a) Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each period reported, and includes reinvestment of dividends and distributions. Total returns may reflect adjustments to conform to generally accepted accounting principles. Total returns for periods less than one full year are not annualized.

(b) The distributor of the Fund has contractually agreed to limit its distribution and service (12b-1) fees to .50 of the average daily net assets of the Class R shares.

(d) Does not include expenses of the underlying funds in which the Fund invests.

(e) Annualized.

See Notes to Financial Statements.


Prudential Government Income Fund, Inc.			37

Financial Highlights

(Unaudited) continued


Class Z Shares
	Six Months Ended August 31,			Year Ended February 28/29,
	2010			2010			2009			2008			2007			2006
Per Share Operating Performance:
Net Asset Value, Beginning Of Period		$9.37			$8.76			$8.92			$8.81			$8.86			$9.02
Income from investment operations:
Net investment income		.14			.30			.33			.39			.39			.36
Net realized and unrealized gain (loss) on investment transactions		.38			.61			(.16	)		.11			(.02	)		(.13	)
Total from investment operations		.52			.91			.17			.50			.37			.23
Less Dividends:
Dividends from net investment income		(.15	)		(.30	)		(.33	)		(.39	)		(.42	)		(.39	)
Capital Contributions		.01			-			-			-			-			-
Net asset value, end of period		$9.75			$9.37			$8.76			$8.92			$8.81			$8.86
Total Return(a):		5.68%			10.55%			1.98%			5.87%			4.29%			2.58%

Ratios/Supplemental Data:
Net assets, end of period (000)		$101,350			$95,895			$102,905			$108,618			$106,972			$98,073
Average net assets (000)		$97,059			$97,887			$106,949			$106,827			$104,606			$92,789
Ratios to average net assets(b):
Expenses, including distribution and service (12b-1) fees		.66%	(c)		.65%			.69%			.73%			.73%			.72%
Expenses, excluding distribution and service (12b-1) fees		.66%	(c)		.65%			.69%			.73%			.73%			.72%
Net investment income		3.00%	(c)		3.34%			3.73%			4.40%			4.50%			4.04%

(b) Does not include expenses of the underlying funds in which the Fund invests.

See Notes to Financial Statements.


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Approval of Advisory Agreements

The Fund’s Board of Directors

The Board of Directors (the “Board”) of Prudential Government Income Fund, Inc. (the “Fund”) consists of 10 individuals, eight of whom are not “interested persons” of the Fund, as defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Directors”). The Board is responsible for the oversight of the Fund and its operations, and performs the various duties imposed on the directors of investment companies by the 1940 Act. The Independent Directors have retained independent legal counsel to assist them in connection with their duties. The Chair of the Board is an Independent Director. The Board has established three standing committees: the Audit Committee, the Nominating and Governance Committee, and the Investment Committee. Each committee is chaired by, and composed of, Independent Directors.

Annual Approval of the Fund’s Advisory Agreements

As required under the 1940 Act, the Board determines annually whether to renew the Fund’s management agreement with Prudential Investments LLC (“PI”) and the Fund’s subadvisory agreement with Prudential Investment Management, Inc. (“PIM”). In considering the renewal of the agreements, the Board, including all of the Independent Directors, met on June 21-23, 2010 and approved the renewal of the agreements through July 31, 2011, after concluding that the renewal of the agreements was in the best interests of the Fund and its shareholders.

In advance of the meetings, the Board received materials relating to the agreements, and had the opportunity to ask questions and request further information in connection with its consideration. Among other things, the Board considered comparative fee information from PI and PIM. Also, the Board considered comparisons with other mutual funds in relevant Peer Universes and Peer Groups. The mutual funds included in each Peer Universe or Peer Group were objectively determined by Lipper Inc. (“Lipper”), an independent provider of mutual fund data. The comparisons placed the Fund in various quartiles over the one-, three-, five-, and 10-year periods ending December 31, 2009, with the first quartile being the best 25% of the mutual funds (for performance, the best performing mutual funds and, for expenses, the lowest cost mutual funds).

In approving the agreements, the Board, including the Independent Directors advised by independent legal counsel, considered the factors it deemed relevant, including the nature, quality and extent of services provided by PI and the subadviser, the performance of the Fund, the profitability of PI and its affiliates, expenses and fees, and the potential for economies of scale that may be shared with the Fund and its shareholders as the Fund’s assets grow. In their deliberations, the Directors did not


Prudential Government Income Fund, Inc.

Approval of Advisory Agreements (continued)

identify any single factor which alone was responsible for the Board’s decision to approve the agreements with respect to the Fund. In connection with its deliberations, the Board considered information provided by PI throughout the year at regular Board meetings, presentations from portfolio managers and other information, as well as information furnished at or in advance of the meetings on June 21-23, 2010.

The Directors determined that the overall arrangements between the Fund and PI, which serves as the Fund’s investment manager pursuant to a management agreement, and between PI and PIM, which serves as the Fund’s subadviser pursuant to the terms of a subadvisory agreement with PI, are in the interest of the Fund and its shareholders in light of the services performed, fees charged and such other matters as the Directors considered relevant in the exercise of their business judgment.

The material factors and conclusions that formed the basis for the Directors’ reaching their determinations to approve the continuance of the agreements are separately discussed below.

Nature, Quality, and Extent of Services

The Board received and considered information regarding the nature, quality and extent of services provided to the Fund by PI and PIM. The Board considered the services provided by PI, including but not limited to the oversight of the subadviser for the Fund, as well as the provision of fund recordkeeping, compliance, and other services to the Fund. With respect to PI’s oversight of the subadviser, the Board noted that PI’s Strategic Investment Research Group (“SIRG”), which is a business unit of PI, is responsible for monitoring and reporting to PI’s senior management on the performance and operations of the subadviser. The Board also considered that PI pays the salaries of all of the officers and non-independent Directors of the Fund. The Board also considered the investment subadvisory services provided by PIM, as well as adherence to the Fund’s investment restrictions and compliance with applicable Fund policies and procedures. The Board considered PI’s evaluation of the subadviser as well as PI’s recommendation, based on its review of the subadviser, to renew the subadvisory agreement.

The Board reviewed the qualifications, backgrounds and responsibilities of PI’s senior management responsible for the oversight of the Fund and PIM, and also reviewed the qualifications, backgrounds and responsibilities of PIM’s portfolio managers who are responsible for the day-to-day management of the Fund’s portfolio. The Board was provided with information pertaining to PI’s and PIM’s organizational structure, senior management, investment operations, and other relevant information pertaining to both PI and PIM. The Board also noted that it received favorable compliance reports


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from the Fund’s Chief Compliance Officer (“CCO”) as to both PI and PIM. The Board noted that PIM is affiliated with PI.

The Board concluded that it was satisfied with the nature, extent and quality of the investment management services provided by PI and the subadvisory services provided to the Fund by PIM, and that there was a reasonable basis on which to conclude that the Fund benefits from the services provided by PI and PIM under the management and subadvisory agreements.

Performance of the Fund

The Board received and considered information about the Fund’s historical performance. The Board considered that the Fund’s gross performance in relation to its Peer Universe (the Lipper General U.S. Government Funds Performance Universe) was in the first quartile over the one-year period, and in the second quartile over the three-, five- and 10-year periods. The Board also noted that the Fund outperformed its benchmark index during the one-year period, though it underperformed its benchmark index over the three- and five-year periods. The Board concluded that, in light of the Fund’s competitive performance, it would be in the interest of the Fund and its shareholders to renew the agreements.

Fees and Expenses

The Board considered that the Fund’s actual management fee (which reflects any subsidies, expense caps or waivers) ranked in the Expense Group’s third quartile, while total expenses both ranked in the Expense Group’s second quartile. The Board concluded that the management fees and total expenses are reasonable in light of the services provided.

Costs of Services and Profits Realized by PI

The Board was provided with information on the profitability of PI and its affiliates in serving as the Fund’s investment manager. The Board discussed with PI the methodology utilized in assembling the information regarding profitability and considered its reasonableness. The Board recognized that it is difficult to make comparisons of profitability from fund management contracts because comparative information is not generally publicly available and is affected by numerous factors, including the structure of the particular adviser, the types of funds it manages, its business mix, numerous assumptions regarding allocations and the adviser’s capital structure and cost of capital. The Board did not separately consider the profitability of the subadviser, an affiliate of PI, as its profitability was reflected in the profitability report for PI. Taking these factors into account, the Board concluded that the profitability of PI and its affiliates in relation to the services rendered was not unreasonable.


Prudential Government Income Fund, Inc.

Approval of Advisory Agreements (continued)

Economies of Scale

The Board noted that the management fee schedule for the Fund includes breakpoints, which have the effect of decreasing the fee rate as net assets increase, but at the current level of net assets the Fund does not realize the effect of those rate reductions. The Board received and discussed information concerning whether PI realizes economies of scale as the Fund’s net assets grow beyond current levels. The Board took note that the Fund’s fee structure would result in benefits to Fund shareholders when (and if) net assets reach the levels at which the fee rate is reduced. These benefits will accrue whether or not PI is then realizing any economies of scale.

Other Benefits to PI and PIM

The Board considered potential ancillary benefits that might be received by PI and PIM and their affiliates as a result of their relationship with the Fund. The Board concluded that potential benefits to be derived by PI included brokerage commissions received by affiliates of PI, transfer agency fees received by the Fund’s transfer agent (which is affiliated with PI), as well as benefits to the reputation or other intangible benefits resulting from PI’s association with the Fund. The Board concluded that the potential benefits to be derived by PIM included its ability to use soft dollar credits, brokerage commissions received by affiliates of PIM, as well as the potential benefits consistent with those generally resulting from an increase in assets under management, specifically, potential access to additional research resources and benefits to the reputation. The Board concluded that the benefits derived by PI and PIM were consistent with the types of benefits generally derived by investment managers and subadvisers to mutual funds.

After full consideration of these factors, the Board concluded that the approval of the agreements was in the best interest of the Fund and its shareholders.


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ⁿ MAIL

ⁿ TELEPHONE

ⁿ WEBSITE

Gateway Center Three

100 Mulberry Street

Newark, NJ 07102

(800) 225-1852

www.prudentialfunds.com

PROXY VOTING

The Board of Directors of the Fund has delegated to the Fund’s investment subadviser 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

Kevin J. Bannon • Scott E. Benjamin • Linda W. Bynoe • Michael S. Hyland • Douglas H. McCorkindale • Stephen P. Munn • Richard A. Redeker • Judy A. Rice • Robin B. Smith • Stephen G. Stoneburn

OFFICERS

Judy A. Rice, President • Scott E. Benjamin, Vice President • Grace C. Torres, Treasurer and Principal Financial and Accounting Officer • Kathryn L. Quirk, Chief Legal Officer • Deborah A. Docs, Secretary • Timothy J. Knierim, Chief Compliance Officer • Valerie M. Simpson, Deputy Chief Compliance Officer • Theresa C. Thompson, Deputy Chief Compliance Officer • Noreen M. Fierro, Anti-Money Laundering Compliance Officer • Jonathan D. Shain, Assistant Secretary • Claudia DiGiacomo, Assistant Secretary • John P. Schwartz, Assistant Secretary • Andrew R. French, Assistant Secretary • M. Sadiq Peshimam, Assistant Treasurer • Peter Parrella, Assistant Treasurer


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

INVESTMENT SUBADVISER	Prudential Investment Management, Inc.	Gateway Center Two 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 Mellon	One Wall Street New York, NY 10286

TRANSFER AGENT	Prudential Mutual Fund Services LLC	PO Box 9658 Providence, RI 02940

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.prudentialfunds.com or by calling (800) 225-1852. The prospectus should be read carefully before investing.

E-DELIVERY

To receive your mutual fund documents online, go to www.prudentialfunds.com/edelivery 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 visiting the website address above.

SHAREHOLDER COMMUNICATIONS WITH DIRECTORS

Shareholders can communicate directly with the Board of Directors by writing to the Chair of the Board, Prudential Government Income Fund, Inc., Prudential Investments, Attn: Board of Directors, 100 Mulberry Street, Gateway Center Three, Newark, NJ 07102. 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 (202) 551-8090. The Fund’s schedule of portfolio holdings is also available on the Fund’s website as of the end of each 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

Prudential Government Income Fund, Inc.

Share Class

NASDAQ

PGVAX

PBGPX

PRICX

JDRVX

PGVZX

CUSIP

74439V107

74439V206

74439V305

74439V503

74439V404

MF128E2 0188399-00001-00

Item 2 – Code of Ethics – Not required, as this is not an annual filing.

Item 3 – Audit Committee Financial Expert – Not required, as this is not an annual filing.

Item 4 – Principal Accountant Fees and Services – Not required, as this is not an annual filing.

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 – Not required, as this is not an annual filing.
	(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:		Prudential Government Income Fund, Inc.


By:		/S/ DEBORAH A. DOCS
		Deborah A. Docs
		Secretary

October 21, 2010

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:		/S/ JUDY A. RICE
		Judy A. Rice
		President and Principal Executive Officer

October 21, 2010

By:		/S/ GRACE C. TORRES
		Grace C. Torres
		Treasurer and Principal Financial Officer

October 21, 2010