EX-99.77O RULE 10F-3

For the fiscal year ended (a) 12/31/02
File number (c) 811-2992

	SUB-ITEM 77 0

	EXHIBITS

	Transactions Effected Pursuant to Rule 10f-3

HIGH INCOME SERIES

1.	Name of Issuer
           The Commonwealth of Massachusetts

2.	Date of Purchase
           8/22/02

3.	Number of Securities Purchased
           50,000

4.	Dollar Amount of Purchase
           $5,228,000

5.	Price Per Unit
           $104.56

6.	Name(s) of Underwriter(s) or Dealer(s)
         From whom Purchased
           Salomon Smith Barney

7.	Other Members of the Underwriting Syndicate
	  Raymond James & Associates, Inc.
	  UBS PaineWebber Incorporated Inc.
	  Prudential Securities Incorporated
	  Salomon Smith Barney
	  Bear, Stearns & Co. Inc.
	  JP Morgan
	  Advest, Inc.
	  Corby North Bridge Securities
	  H.C. Wainwright & Co., Inc.
	  Merrill Lynch & Co.
	  Quick and Reilly, Inc.
	  RBC Dain Rauscher Inc.
	  Lehman Brothers
	  A.G. Edwards & Sons, Inc.
	  Fahnestock & Co., Inc.
	  Janney Montgomery Scott Inc.
	  Morgan Stanley
	  Ramirez & Co., Inc.
	  State Street Capital Markets, LLC
	  Goldman, Sachs & Co.
	  CIBC World Markets
	  First Albany Corporation
	  Mellon Financial Markets, Inc.
	  Wachovia Bank National Association


For the fiscal year ended (a) 12/31/02
File number (c) 811-2992

	SUB-ITEM 77 0

	EXHIBITS

	Transactions Effected Pursuant to Rule 10f-3

INSURED SERIES

1.	Name of Issuer
           The Commonwealth of Massachusetts

2.	Date of Purchase
           8/22/02

3.	Number of Securities Purchased
           60,000

4.	Dollar Amount of Purchase
           $6,658,980
5.	Price Per Unit
           $110.983

6.	Name(s) of Underwriter(s) or Dealer(s)
         From whom Purchased
           Salomon Smith Barney

7.	Other Members of the Underwriting Syndicate
	  Raymond James & Associates, Inc.
	  UBS PaineWebber Incorporated Inc.
	  Prudential Securities Incorporated
	  Salomon Smith Barney
	  Bear, Stearns & Co. Inc.
	  JP Morgan
	  Advest, Inc.
	  Corby North Bridge Securities
	  H.C. Wainwright & Co., Inc.
	  Merrill Lynch & Co.
	  Quick and Reilly, Inc.
	  RBC Dain Rauscher Inc.
	  Lehman Brothers
	  A.G. Edwards & Sons, Inc.
	  Fahnestock & Co., Inc.
	  Janney Montgomery Scott Inc.
	  Morgan Stanley
	  Ramirez & Co., Inc.
	  State Street Capital Markets, LLC
	  Goldman, Sachs & Co.
	  CIBC World Markets
	  First Albany Corporation
	  Mellon Financial Markets, Inc.
	  Wachovia Bank National Association


For the fiscal year ended (a) 12/31/02
File number (c) 811-2992

	SUB-ITEM 77 0

	EXHIBITS

	Transactions Effected Pursuant to Rule 10f-3

INSURED SERIES

1.	Name of Issuer
           State of California Department of Water Resources

2.	Date of Purchase
           11/05/02

3.	Number of Securities Purchased
           42,749

4.	Dollar Amount of Purchase
           $4,540,206.50

5.	Price Per Unit
           $106.206

6.	Name(s) of Underwriter(s) or Dealer(s)
         From whom Purchased
           JP Morgan

7.	Other Members of the Underwriting Syndicate
	  UBS PaineWebber Incorporated Inc.
	  Prudential Securities Incorporated
	  Salomon Smith Barney
	  Bear, Stearns & Co. Inc.
	  JP Morgan
	  Merrill Lynch & Co.
	  Quick and Reilly, Inc.
	  RBC Dain Rauscher Inc.
	  Lehman Brothers
	  Morgan Stanley & Co. Inc.
	  Ramirez & Co., Inc.
	  Goldman, Sachs & Co.
	  CIBC World Markets
	  First Albany Corporation
	  Banc of America Securities LLC
	  Fidelity Capital Markets
	  Loop Capital Markets
	  Pacific American Securities, LLC
	  Stone & Youngberg LLC
	  E.J. De La Rosa & Co., Inc.
	  BNY Capital Markets, Inc.
	  Prager, McCarthy & Sealy, LLC
	  Redwood Securities Group, Inc.
	  Sutter Securities Inc.
	  Wells Fargo Institutional Securities, LLC
           The Chapman Company
           Great Pacific Securities, Inc.
         Mischler Financial Group, Inc.
         E*BondTrade, LLC
         Jackson Securities
         M.R. Beal & Company
         Siebert Brandford Shank & Co. LLC
         U.S. Bancorp Piper Jaffray


For the fiscal year ended (a) 12/31/02
File number (c) 811-2992

	SUB-ITEM 77 0

	EXHIBITS

	Transactions Effected Pursuant to Rule 10f-3

INSURED SERIES

1.	Name of Issuer
           State of California Department of Water Resources

2.	Date of Purchase
           11/05/02

3.	Number of Securities Purchased
           50,000

4.	Dollar Amount of Purchase
           $5,516,300.00

5.	Price Per Unit
           $110.326

6.	Name(s) of Underwriter(s) or Dealer(s)
         From whom Purchased
           JP Morgan

7.	Other Members of the Underwriting Syndicate
	  UBS PaineWebber Incorporated Inc.
	  Prudential Securities Incorporated
	  Salomon Smith Barney
	  Bear, Stearns & Co. Inc.
	  JP Morgan
	  Merrill Lynch & Co.
	  Quick and Reilly, Inc.
	  RBC Dain Rauscher Inc.
	  Lehman Brothers
	  Morgan Stanley & Co. Inc.
	  Ramirez & Co., Inc.
	  Goldman, Sachs & Co.
	  CIBC World Markets
	  First Albany Corporation
	  Banc of America Securities LLC
	  Fidelity Capital Markets
	  Loop Capital Markets
	  Pacific American Securities, LLC
	  Stone & Youngberg LLC
	  E.J. De La Rosa & Co., Inc.
	  BNY Capital Markets, Inc.
	  Prager, McCarthy & Sealy, LLC
	  Redwood Securities Group, Inc.
	  Sutter Securities Inc.
	  Wells Fargo Institutional Securities, LLC
           The Chapman Company
           Great Pacific Securities, Inc.
         Mischler Financial Group, Inc.
         E*BondTrade, LLC
         Jackson Securities
         M.R. Beal & Company
         Siebert Brandford Shank & Co. LLC
         U.S. Bancorp Piper Jaffray


For the fiscal year ended (a) 12/31/02
File number (c) 811-2992

	SUB-ITEM 77 0

	EXHIBITS

	Transactions Effected Pursuant to Rule 10f-3

INSURED SERIES

1.	Name of Issuer
           State of California Department of Water Resources

2.	Date of Purchase
           11/05/02

3.	Number of Securities Purchased
           25,000

4.	Dollar Amount of Purchase
           $2,636,675.00

5.	Price Per Unit
           $105.467

6.	Name(s) of Underwriter(s) or Dealer(s)
         From whom Purchased
           JP Morgan

7.	Other Members of the Underwriting Syndicate
	  UBS PaineWebber Incorporated Inc.
	  Prudential Securities Incorporated
	  Salomon Smith Barney
	  Bear, Stearns & Co. Inc.
	  JP Morgan
	  Merrill Lynch & Co.
	  Quick and Reilly, Inc.
	  RBC Dain Rauscher Inc.
	  Lehman Brothers
	  Morgan Stanley & Co. Inc.
	  Ramirez & Co., Inc.
	  Goldman, Sachs & Co.
	  CIBC World Markets
	  First Albany Corporation
	  Banc of America Securities LLC
	  Fidelity Capital Markets
	  Loop Capital Markets
	  Pacific American Securities, LLC
	  Stone & Youngberg LLC
	  E.J. De La Rosa & Co., Inc.
	  BNY Capital Markets, Inc.
	  Prager, McCarthy & Sealy, LLC
	  Redwood Securities Group, Inc.
	  Sutter Securities Inc.
	  Wells Fargo Institutional Securities, LLC
           The Chapman Company
           Great Pacific Securities, Inc.
         Mischler Financial Group, Inc.
         E*BondTrade, LLC
         Jackson Securities
         M.R. Beal & Company
         Siebert Brandford Shank & Co. LLC
         U.S. Bancorp Piper Jaffray

EX-99.77O RULE 10F-3

For the fiscal year ended (a) 6/30/02
File number (c) 811-2992

	SUB-ITEM 77 0
	EXHIBITS

	Transactions Effected Pursuant to Rule 10f-3

1.	Name of Issuer
South Broward Hospital

2.	Date of Purchase
           2/8/02

3.	Number of Securities Purchased
           41,000

4.	Dollar Amount of Purchase
           $4,100,000

5.	Price Per Unit
           $100.000

6.	Name(s) of Underwriter(s) or Dealer(s)
         From whom Purchased
           Salomon Smith Barney

7.	Other Members of the Underwriting Syndicate

            Saloman Smith Barney
            Prudential Securities Incorporated
            The Chapman Company
            UBS Paine Webber Inc.

EX-99.77B ACCT LTTR

Report of Independent Accountants


To the Board of Directors and Shareholders of
Prudential National Municipals Fund, Inc.


In planning and performing our audit of the financial statements
of Prudential National Municipals Fund, Inc. (the ?Fund?) for the
year ended December 31, 2002, we considered its internal control,
including control activities for safeguarding securities, in order to
determine our auditing procedures for the purpose of expressing our
opinion on the financial statements and to comply with the requirements
of Form N-SAR, not to provide assurance on internal control.

The management of the Fund is responsible for establishing and
maintaining internal control.  In fulfilling this responsibility,
estimates and judgments by management are required to assess
the expected benefits and related costs of controls.  Generally,
controls that are relevant to an audit pertain to the entity?s
objective of preparing financial statements for external purposes
that are fairly presented in conformity with generally accepted
accounting principles.  Those controls include the safeguarding of
assets against unauthorized acquisition, use or disposition.
Because of inherent limitations in internal control, errors or
fraud may occur and not be detected.  Also, projection of any
evaluation of internal control to future periods is subject
to the risk that controls may become inadequate because of changes
in conditions or that the effectiveness of their design and
operation may deteriorate.
Our consideration of internal control would not necessarily disclose
all matters in internal control that might be material weaknesses
under standards established by the American Institute of Certified
Public Accountants.  A material weakness is a condition in which the
design or operation of one or more of the internal control components
does not reduce to a relatively low level the risk that misstatements
caused by error or fraud in amounts that would be material in
relation to the financial statements being audited may occur and not
be detected within a timely period by employees in the normal course
of performing their assigned functions.  However, we noted no matters
involving internal control and its operation, including controls
for safeguarding securities, that we consider to be material weaknesses
as defined above as of December 31, 2002.
This report is intended solely for the information and use of the
Board of Directors, management and the Securities and Exchange
Commission and is not intended to be and should not
be used by anyone other than these specified parties.

PricewaterhouseCoopers LLP
February 21, 2003
To the Board of Directors and Shareholders of
Prudential National Municipals Fund, Inc.

EX-99

Prudential National Municipals Fund, Inc.
Annual period ending 12/31/02
File No. 811-2992

Exhibit 77Q3
(a)
(i)	The registrant?s disclosure controls and procedures have
been evaluated as of a date within 90 days of the filing date of
the report and are deemed to be reasonably designed to achieve the
purposes described in rule 30a-2(c) under the Investment Company Act.
(ii)	There have been no significant changes in the registrant?s
internal controls or in other factors that could significantly
affect these controls subsequent to the date of their evaluation.
(iii)	CERTIFICATIONS

I, David R. Odenath, certify that:

1. I have reviewed this report on Form N-SAR of Prudential National
Municipals Fund, Inc.;

2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this report; and

3. Based on my knowledge, the financial information included in
this report, and the financial statements on which the financial
information is based, fairly present in all material respects the
financial condition, results of operations, changes in net assets,
and cash flows (if the financial statements are required to include
statement of cash flows) of the registrant as of, and for, the
periods presented in this report;

4. The registrant?s other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in rule 30a-2(c) under the
Investment Company Act) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period
in which this report is being prepared;

b) evaluated the effectiveness of the registrant?s disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this report (the ?Evaluation Date?); and

c) presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant?s other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant?s auditors
and the audit committee of the registrant?s board of directors
(or persons performing the equivalent functions):

a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant?s
ability to record, process, summarize, and report
financial data and have identified for the registrant?s auditors
any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant?s
internal controls; and

6. The registrant?s other certifying officers and I have indicated
in this report whether or not there were significant changes in
internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: February 26, 2003



     David R. Odenath
David R. Odenath
President and Principal Executive Officer








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Certifications (DO & GT)\FEB
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Prudential National Municipals Fund, Inc.
Annual period ending 12/31/02
File No. 811-2992

Exhibit 77Q3
(a)
(i)	The registrant?s disclosure controls and procedures have
been evaluated as of a date within 90 days of the filing date of
the report and are deemed to be reasonably designed to achieve
the purposes described in rule 30a-2(c) under the Investment Company Act.
(ii)	There have been no significant changes in the registrant?s
internal controls or in other factors that could significantly affect
these controls subsequent to the date of their evaluation.
(iii)	CERTIFICATIONS

I, Grace C. Torres, certify that:

1. I have reviewed this report on Form N-SAR of Prudential National
Municipals Fund, Inc.;

2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this report; and

3. Based on my knowledge, the financial information included in
this report, and the financial statements on which the financial
information is based, fairly present in all material respects the
financial condition, results of operations, changes in net assets,
and cash flows (if the financial statements are required to include
statement of cash flows) of the registrant as of, and for, the
periods presented in this report;

4. The registrant?s other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in rule 30a-2(c) under the
Investment Company Act) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period
in which this report is being prepared;

b) evaluated the effectiveness of the registrant?s disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this report (the ?Evaluation
Date?); and

c) presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;

5. The registrant?s other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant?s auditors
and the audit committee of the registrant?s board of directors
(or persons performing the equivalent functions):

a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant?s
ability to record, process, summarize, and report financial data
and have identified for the registrant?s auditors any material weaknesses
in internal controls; and

b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant?s
internal controls; and

6. The registrant?s other certifying officers and I have indicated
in this report whether or not there were significant changes in
internal controls or in other factors that could
significantly affect internal controls subsequent to the date of
our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: February 26, 2003



     Grace C. Torres
Grace C. Torres
Treasurer and Principal Financial Officer







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EX-99

PRUDENTIAL NATIONAL MUNICIPALS FUND, INC.
GATEWAY CENTER THREE
NEWARK, NEW JERSEY 07102




                                                            February 28, 2003


Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC  20549


         Re:	Prudential National Municipals Fund, Inc. (the ?Fund?)
                  File No. 811-2992

Ladies and Gentlemen:

         Please find enclosed the following items: (1) the Annual Report on
Form N-SAR for the Fund for the fiscal year period ended December 31, 2002,
(2) certifications of the Fund?s principal executive officer and principal
financial officer and (3) such other information required to be
included as an exhibit.  The Form N-SAR was filed using the EDGAR.

                                                             Very truly yours,


                                                             /s/Deborah A. Docs
                                                                Deborah A. Docs
                                                                Secretary


DAD
Enclosure






      This report is signed on behalf of the Registrant in the City of Newark
and State of New Jersey on the 28th day of February, 2003.



	PRUDENTIAL NATIONAL MUNICIPALS FUND, INC.



Witness:/s/Deborah A. Docs			By:	/s/Grace C. Torres
            Deborah A. Docs				Grace C. Torres
            Secretary		   			Treasurer and Principal
         Financial and Accounting
         Officer

EX-99.77Q1 OTHR EXHB

This page being				National Municipal Fund
FINANCIAL INFORMATION (Cont. from Screen 33)           filed for series  1.


  EXPENSES (Negative answers are allowed  For the period covered by this form

            on this screen for 72Z only)                  ($000's omitted)
72.Y) Expense reimbursements -------------------------- $      	0
   Z) Net investment income --------------------------- $            0
	  AA) Realized capital gains -------------------------- $    0
	  BB) Realized capital losses ------------------------- $    0
  CC) 1. Net unrealized appreciation during the period  $            0
      2. Net unrealized depreciation during the period  $            0
  DD) 1. Total income dividends for which record date
         passed during the period ---------------------- $     	     0
2. Dividends for a second class of open-end
         company shares -----------------------------------$         0
  EE) Total capital gains distributions for which
      record date passed during the period --------------- $         0
73. Distributions per share for which record date passed during the period:
       NOTE: Show in fractions of a cent if so declared.
"   A) 1. Dividends from net investment income -------------  $0.72, 0.69
"      2. Dividends for a second class of open-end----------  $0.65, 0.76
         company shares ------------------------------------- $   0.0000
   B) Distribution of capital gains ---------------- $0.16,0.16,0.16,0.16
   C) Other distributions ---------------------- $0.003,0.003,0.003,0.003
                              SCREEN NUMBER: 34


This page being
(Continued from Screen 35)                              filed for series  1.
   Condensed balance sheet data:         As of the end of current reporting
                                        period (000's omitted except for per
                                        share amounts and number of accounts)
74.O) Payables for portfolio instruments purchased ------------ $        0
   P) Amounts owed to affiliated persons -----------------------$        0
   Q) Senior long-term debt ------------------------------------$        0
   R) Other liabilities:1. Reverse repurchase agreements ------ $        0
                        2. Short sales ------------------------ $        0
                        3. Written options -------------------- $        0
                        4. All other liabilities -------------- $        0
   S) Senior equity --------------------------------------------$        0
   T) Net assets of common shareholders ------------------------$        0
   U) 1. Number of shares outstanding --------------------------$	 0
      2. Number of shares outstanding of a second class of shares
         of open-end company ------------------------------------        0
   V) 1. Net asset value per share(to nearest cent)-------   $15.82, 15.86
"      2. Net asset value per share of a second class of open-end
         company shares (to nearest cent) --------------------- $15.86, 15.81
   W) Mark-to-market net asset value per share
      for money market funds only (to 4 decimals) -----------------$   0.0000
   X) Total number of shareholder accounts ------------------------$        0
   Y) Total value of assets in segregated accounts ----------------$        0
                              SCREEN NUMBER: 36


Because the electronic format for filing Form N-SAR does not provide
"adequatespace for responding to Items 73A1&2 and 74V1&2 correctly, "
the correct answersare as above.