EX-99.77C VOTES

Prudential National Muni Fund, Inc.
Semi-Annual period ending 2/28/15
File No. 811-02992

SUB-ITEM 77-C
Submission of Matters to a Vote of Security Holders

Results of Proxy Voting (Unaudited)
At the special meeting of shareholders held on November 26, 2014,
shareholders of the Prudential National Muni Fund, Inc. (the
"Fund"), approved the following proposal:

To elect twelve Directors:

(a) Ellen S. Alberding;

                     SHARES VOTED     % OF VOTED      % OF TOTAL

FOR                30,774,531.093     97.355%        65.898%
WITHHELD              836,249.751      2.645%         1.790%

 (b) Kevin J. Bannon;

                     SHARES VOTED     % OF VOTED      % OF TOTAL

FOR                30,782,829.846       97.381%        65.916%
WITHHELD              827,950.998        2.619%         1.772%

(c) Linda W. Bynoe;

                     SHARES VOTED     % OF VOTED      % OF TOTAL

FOR                30,736,792.689      97.236%         67.817%
WITHHELD              873,988.155       2.764%          1.871%

(d) Keith F. Hartstein;

                     SHARES VOTED     % OF VOTED      % OF TOTAL

FOR                30,765,322.867      97.326%         65.878%
WITHHELD              845,457.977       2.674%          1.810%

(e) Michael S. Hyland;

                     SHARES VOTED     % OF VOTED      % OF TOTAL

FOR                 30,733,267.219     97.225%         65.809%
WITHHELD               877,513.625      2.775%          1.879%

(f) Stephen P. Munn;

                     SHARES VOTED     % OF VOTED      % OF TOTAL

FOR                 30,745,395.550     97.263%         65.835%
WITHHELD               865,385.294      2.737%          1.853%

(g) James E. Quinn;

                     SHARES VOTED     % OF VOTED      % OF TOTAL

FOR                30,763,404.991       97.320%        65.874%
WITHHELD              847,375.853        2.680%         1.814%

(h) Richard A. Redeker;

                     SHARES VOTED     % OF VOTED      % OF TOTAL

FOR                30,715,506.790      97.168%         65.771%
WITHHELD              895,274.054       2.832%          1.917%

(i) Stephen G. Stoneburn;

                     SHARES VOTED     % OF VOTED      % OF TOTAL

FOR                 30,711,682.866     97.156%         65.763%
WITHHELD               899,097.978      2.844%          1.925%

(j) Stuart S. Parker;

                     SHARES VOTED     % OF VOTED      % OF TOTAL

FOR                30,719,021.799     97.407%         65.933%
WITHHELD              819,759.045      2.593%          1.755%

(k) Scott E. Benjamin; and

                     SHARES VOTED     % OF VOTED      % OF TOTAL

FOR                30,775,033.058       97.357%        65.899%
WITHHELD             835,747.786         2.643%         1.789%

(l) Grace C. Torres.

                     SHARES VOTED     % OF VOTED      % OF TOTAL

FOR                30,737,681.344      97.238%         65.819%
WITHHELD              873,099.500       2.762%          1.869%

The special meeting of shareholders of the Fund held on November
26, 2014, was adjourned to December 3, 2014, and further adjourned
to December 10, 2014 to permit further solicitation of proxies on
the proposals noted below.

An abstention or a broker non-vote is considered present for
purposes of determining a quorum but has the effect of a vote
against such matters. At the special meeting of shareholders held
on December 10, 2014, insufficient votes were obtained to approve
the following proposals:

Proposal 1: To permit PI to enter into or make material changes to
the Fund's subadvisory agreements with subadvisers that are wholly-
owned subsidiaries of PI or a sister company of PI (wholly-owned
subadvisers) without shareholder approval.


                     SHARES VOTED     % OF VOTED      % OF TOTAL


FOR                 9,724,688.478      30.743%        20.824%
AGAINST             1,391,964.831       4.401%         2.980%
ABSTAIN             1,074,802.846       3.397%         2.301%
BROKER NON-VOTE    19,441,719.633      61.459%        41.631%

TOTAL              31,633,175.788     100.000%        67.736%

Proposal 2: To designate the Fund's investment objective as a non-
fundamental policy of the Fund, meaning that the Fund's investment
objective could be changed with the approval of the Fund's Board of
Directors, but without shareholder approval.

                     SHARES VOTED     % OF VOTED      % OF TOTAL

FOR                 9,296,296.013      29.388%      19.906%
AGAINST             1,652,752.525       5.225%       3.539%
ABSTAIN             1,242,407.617       3.928%       2.660%
BROKER NON-VOTE    19,441,719.633      61.459%      41.631%

TOTAL              31,633,175.788     100.000%      67.736%

EX-99

This page being                         Prudential National Muni 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 $0.2697, 0.2513
"      2. Dividends for a second class of open-end
          company shares $0.2134, 0.2887
   B) Distribution of capital gains ---------------$0.000
   C) Other distributions --------------------------------- $   0.0000
                              SCREEN NUMBER: 34


This page being
(Continued from Screen 35)
filed for series 0.
   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)$15.33, 15.37

       2. Net asset value per share of a second class of open-end
"         company shares (to nearest cent) $15.37, 15.31
   W) Mark-to-market net asset value per share
      for money market funds only (to 4 decimals) -------------$   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
"adequate space for responding to Items 73A1&2
and 74V1&2 correctly, "
the correct answers are as above..