Prudential Unit Trusts Corporate High Yield Series 3 – ‘40-8F-L/A’ on 8/13/04

On:  Friday, 8/13/04, at 11:27am ET   ·   Accession #:  950162-4-946   ·   File #:  811-05573

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Amendment to Application for Deregistration of a Registered Investment Company — Liquidation   —   Form N-8F
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 40-8F-L/A   Amendment                                              5     28K 

40-8F-L/A
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I.    General Identifying Information                                           

1.   Reason fund is applying to  deregister  (check only one; for  descriptions,
see Instruction 1 above):                                             

[ ] Merger                                                      

[X] Liquidation                                                 

[ ] Abandonment of  Registration                                
       (Note:  Abandonments of Registration  answer only  questions  1
through  15,  24  and  25 of  this  form  and  complete 
verification at the end of the form.)                   

[ ] Election of status as a Business Development Company        
     (Note: Business Development Companies answer only questions 1
       through 10 of this form and complete verification at the end of
the form.)                                              

2.   Name of fund: Prudential Unit Trust Corporate High Yield Series            

3.   Securities and Exchange Commission File No.: 811-5573                      

4.   Is this an initial Form N-8F or an  amendment  to a  previously  filed Form
N-8F?                                                                 

[ ] Initial Application           [X] Amendment               

5.   Address of Principal  Executive Office (include No. & Street,  City, State,
Zip Code):                                                            

Prudential Equity Group, LLC                                  
100 Mulberry Street                                           
Gateway Center Three                                          
Newark, New Jersey 07102                                      

6.   Name,  address,  and telephone  number of individual the  Commission  staff
should contact with any questions regarding this form:                

Philip A. Heimowitz, Esq.                                     
Cahill Gordon & Reindel LLP                                   
80 Pine Street                                                
New York, New York 10005-1702                                 
(212) 701-3484                                                

7.   Name,  address and telephone number of individual or entity responsible for
     maintenance and preservation of fund records in accordance with rules 31a-1
and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]:                   

Linda Hayes                                                     
JPMorgan Chase Bank                                             
14201 Dallas Parkway                                            
11th Floor                                                      
Dallas, Texas 75254-2917                                        

     NOTE: Once deregistered,  a fund is still required to maintain and preserve
     the records described in rules 31a-1 and 31a-2 for the periods specified in
those rules.                                                          

8.   Classification of fund (check only one):                                   

[ ] Management company;                                             

[X] Unit investment trust; or                                       

[ ] Face-amount certificate company.                                

9.   Subclassification if the fund is a management company (check only one):    

[ ] Open-end [ ] Closed-end                                         

10.  State law under which the fund was  organized  or formed  (e.g.,  Delaware,
Massachusetts):                                                       

New York                                                      

11.  Provide  the  name  and  address  of each  investment  adviser  of the fund
     (including  sub-advisers)  during the last five  years,  even if the fund's
contracts with those advisers have been terminated:                   

N/A                                                           

12.  Provide  the name and  address of each  principal  underwriter  of the fund
     during  the last  five  years,  even if the  fund's  contracts  with  those
underwriters have been terminated:                                    

N/A                                                           

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13.  If the fund is a unit investment trust ("UIT") provide:                    

(a)      Depositor's name(s) and address(es):                 

Prudential Equity Group, LLC                
100 Mulberry Street                         
Gateway Center Three                        
Newark, New Jersey 07102                    

(b)      Trustee's name(s) and address(es):                   

JPMorgan Chase Bank                         
14201 Dallas Parkway                        
11th Floor                                  
Dallas, Texas 75254-2917                    

14.  Is there a UIT  registered  under  the Act that  served  as a  vehicle  for
investment in the fund (e.g., an insurance company separate account)? 

[ ] Yes [X] No                                                  

If Yes, for each UIT state: Name(s): . File No.: 811- __________                
Business Address:                                                     

15.  (a) Did the fund obtain approval from the board of directors concerning the
     decision to engage in a Merger, Liquidation or Abandonment of Registration?

[ ] Yes [X] No                                                  

If Yes, state the date on which the board vote took place:        
If No, explain:                                       

     A unit investment trust does not have a board of directors. Liquidation was
made pursuant to the provisions of the Trust Indenture and Agreement.           

     (b) Did the fund  obtain  approval  from the  shareholders  concerning  the
     decision to engage in a Merger, Liquidation or Abandonment of Registration?

[ ] Yes [X] No                                                  

If Yes, state the date on which the shareholder vote took place:  
If No, explain:                                       

     Liquidation  was made pursuant to the provisions of the Trust Indenture and
Agreement which does not require shareholder approval.                          

II.   Distributions to Shareholders                                             

     16. Has the fund  distributed any assets to its  shareholders in connection
with the Merger or Liquidation?                                                 

[X] Yes [ ] No                                                  

   (a)  If Yes, list the date(s) on which the fund made those distributions:

811-5573                                                                        

Name of Trust:                                                  Final Asset     
                                                              Distribution Date:

Prudential Unit Trust Corporate High Yield Series 1              11/27/1995     
Prudential Unit Trust Corporate High Yield Series 2              11/27/1995     
Prudential Unit Trust Corporate High Yield Series 3              11/27/1995     
Prudential Unit Trust Corporate High Yield Series 4              11/27/1995     
Prudential Unit Trust Corporate High Yield Series 5              11/27/1995     

(b)  Were the distributions made on the basis of net assets?          

[X] Yes [ ] No                                                  

(c)  Were the distributions made pro rata based on share ownership?   

[X] Yes [ ] No                                                  

     (d) If No to (b) or (c)  above,  describe  the method of  distributions  to
     shareholders.  For Mergers,  provide the exchange ratio(s) used and explain
how it was calculated:                                                

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(e)  Liquidations only:                                                         
Were any distributions to shareholders made in kind?                  

[ ] Yes [X] No                                                  

     If Yes, indicate the percentage of fund shares owned by affiliates,  or any
other affiliation of shareholders:                                              

17.  Closed-end funds only:                                                     
Has the fund issued senior securities?                                

[ ] Yes [ ] No                                                  

     If  Yes,   describe   the  method  of   calculating   payments   to  senior
securityholders and distributions to other shareholders:                        

18.  Has the fund distributed all of its assets to the fund's shareholders?     

[X] Yes [ ] No                                                  

If No,                                                              

     (a) How many  shareholders  does the fund  have as of the date this form is
filed?                                                                

None                                                            

   (b)  Describe the relationship of each remaining shareholder to the fund:

19.  Are there  any  shareholders  who have not yet  received  distributions  in
complete liquidation of their interests?                              

[ ] Yes [X] No                                                  

     If Yes,  describe  briefly  the  plans  (if any) for  distributing  to,  or
preserving the interests of, those shareholders:                                

III. Assets and Liabilities                                                     

20.  Does the fund have any assets as of the date this form is filed?           
(See question 18 above)                                               

[ ] Yes [X] No                                                  

If Yes,                                                             

     (a) Describe  the type and amount of each asset  retained by the fund as of
the date this form is filed:                                  

(b) Why has the fund retained the remaining assets?                   

(c) Will the remaining assets be invested in securities?              

[ ] Yes [ ] No                                                  

21.  Does  the  fund  have  any  outstanding   debts  (other  than   face-amount
     certificates if the fund is a face-amount certificate company) or any other
liabilities?                                                          

[ ] Yes [X] No                                                  

If Yes,                                                             

     (a) Describe the type and amount of each debt or other liability:

          (b) How does the fund intend to pay these  outstanding  debts or other
liabilities?                                        

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IV.   Information About Event(s) Leading to Request For Deregistration          

22.  (a)  List  the  expenses   incurred  in  connection   with  the  Merger  or
Liquidation:                                                          

(i)  Legal expenses: None                                   

(ii) Accounting expenses: None                              

(iii)Other  expenses  (list  and  identify  separately):    

811-5573                                                                        

                                                        [Enlarge/Download Table]


Name of Trust:                                          Other Expenses:  Description:                             
                                                                                                                  
1. Prudential Unit Trust Corporate High Yield Series 1    $  (14.90)     POSTAGE                                  
                                                          $ (215.13)     VENDOR/PRUDENTIAL ANNUAL RPT MAILING     
2. Prudential Unit Trust Corporate High Yield Series 2     $ (18.40)     POSTAGE                                  
3. Prudential Unit Trust Corporate High Yield Series 3     $ (18.40)     POSTAGE                                  
                                                          $ (294.12)     VENDOR/PRUDENTIAL ANNUAL RPT MAILING     
4. Prudential Unit Trust Corporate High Yield Series 4    $ (406.49)     FINAL COMM FROM 10/10/95-10/20/95 TRUST  
                                                                          TERMINATED                              
                                                          $ (318.26)     VENDOR                                   
                                                            $ (2.57)     VENDOR MICROFILM/FICHE CHARGES SEPT/OCT  
                                                          $ (279.71)     ENCLOSURE MAILING                        
                                                          $ (303.10)     VENDOR                                   
                                                          $ (348.57)     VENDOR                                   
                                                           $ (41.47)     VENDOR PST/ENV CHARGES FOR NOV 95        
                                                          $ (224.61)     VENDOR EXPENSE CHARGES FOR 1099'S        
                                                           $ (52.69)     CHARGES NOV 95 MEMO #402                 
                                                            $ (6.57)     VENDOR TELEPHONE EXPENSES FOR OCT/NOV 95 
                                                          $ (287.95)     VENDOR                                   
                                                          $ (318.26)     VENDOR                                   
                                                          $ (362.71)     VENDOR PST/ENV EXP FOR 1099'S            
                                                           $ (23.85)     VENDOR PST/ENV CHARGES FOR FEB 96        
                                                           $ (28.46)     1995 ANNUAL REPORT EXPENSES              
                                                          $ (318.26)     VENDOR                                   
                                                          $ (333.41)     VENDOR                                   
                                                           $ (75.78)     VENDOR                                   
                                                           $ (54.56)     VENDOR LASER PRINTING CHARGES            
                                                           $ (27.58)     VENDOR LASER PRINTING CHARGES            
                                                            $ (7.45)     POSTAGE                                  
                                                          $ (271.64)     VENDOR PRU SEC PRUDENTIAL ANNUAL         
                                                                          RPT MAILING 1996                        

5. Prudential Unit Trust Corporate High Yield Series 5    $ (207.43)     FINAL COMM FROM 10/10/95-11/20/95        
                                                                          TRUST TERMINATED                        
                                                          $ (318.26)     VENDOR                                   
                                                            $ (0.92)     VENDOR MICROFILM/FICHE CHARGES SEPT/OCT  
                                                          $ (126.37)     ENCLOSURE MAILING                        
                                                          $ (303.10)     VENDOR                                   
                                                          $ (348.57)     VENDOR                                   
                                                           $ (15.40)     VENDOR PST/ENV CHARGES FOR NOV 95        
                                                           $ (79.70)     VENDOR EXPENSE CHARGES FOR 1099'S        
                                                           $ (19.73)     PST & ENV CHARGES NOV 95 MEMO #402       
                                                            $ (2.35)     VENDOR TELPHONE EXPENSES FOR OCT/NOV 95  
                                                          $ (287.95)     VENDOR                                   
                                                          $ (318.26)     VENDOR                                   
                                                          $ (124.66)     ENCLOSURE MAILING                        
                                                          $ (164.86)     VENDOR PST/ENV EXP FOR 1099'S            
                                                           $ (10.84)     VENDOR PST/ENV CHARGES FOR FEB 96        
                                                          $ (238.54)     1995 ANNUAL REPORT EXPENSES              
                                                          $ (318.26)     VENDOR                                   
                                                          $ (333.41)     VENDOR                                   
                                                           $ (37.89)     VENDOR PRINTING CHARGES                  
                                                           $ (75.78)     VENDOR                                   
                                                           $ (21.22)     VENDOR LASER PRINTING CHARGES            
                                                           $ (10.73)     VENDOR LASER PRINTING CHARGES            
                                                            $ (3.07)     POSTAGE                                  
                                                          $ (124.20)     VENDOR PRUDENTIAL ANNUAL RPT MAILING 1996


(iv) Total  expenses  (sum  of  lines  (i)-(iii)  above):   

Please  see 22(a)(iii) above.                   

(b)  How were those expenses allocated?                               

The expenses were allocated pro rata based on share ownership.        

(c)  Who paid those expenses?                                         

     The trustee paid the expenses on behalf of the fund.  Upon  termination  of
the fund,  the  trustee  estimated  remaining  expenses in  connection  with the
liquidation of the Trust and any final Trust expenses (e.g.  expenses related to
the mailing of the final reports, final tax reporting,  and compliance).  To the
extent the actual expenses were less than the estimated  amount retained and the
cost of distributing  such expenses would exceed the amount of assets available,
such excess amounts escheat to the state.                                       

(d)  How did the fund pay for unamortized expenses (if any)? N/A      

23.  Has the fund previously filed an application for an order of the Commission
regarding the Merger or Liquidation?                                  

[X] Yes [ ] No                                                    

     If Yes, cite the release numbers of the  Commission.s  notice and order or,
     if no  notice  or order  has been  issued,  the  file  number  and date the
application was filed:  811-5573; June 1, 2004.                       

V.    Conclusion of Fund Business                                               

24.  Is the fund a party to any litigation or administrative proceeding?        

[ ] Yes [X] No                                                    

     If Yes,  describe  the  nature  of any  litigation  or  proceeding  and the
position taken by the fund in that litigation:                                  

25.  Is the fund now engaged, or intending to engage, in any business activities
other than those necessary for winding up its affairs?                

[ ] Yes [X] No                                                      

If Yes, describe the nature and extent of those activities:         

VI. Mergers Only                                                                

26.  (a) State the name of the fund surviving the Merger:                       

     (b)  State the Investment Company Act file number of the fund surviving the
Merger: 811- __________                                     

(c)  If  the  merger  or  reorganization  agreement  has  been  filed  with  the
     Commission, state the file number(s), form type used and date the agreement
was filed:                                                            

     (d) If the merger or  reorganization  agreement has not been filed with the
 Commission, provide a copy of the agreement as an exhibit to this form.

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40-8F-L/A
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VERIFICATION

    The undersigned states that (i) it has executed this Form N-8F application
for an order under section 8(f) of the Investment Company Act of 1940 on behalf 
of Prudential Unit Trust Corporate High Yield Series, (ii) it is the Depositor  
of Prudential Unit Trust Corporate High Yield Series , and (iii) all actions by 
shareholders, directors, and any other body necessary to authorize the          
undersigned to execute and file this Form N-8F application have been taken. The 
undersigned also states that the facts set forth in this Form N-8F application  
are true to the best of its knowledge, information, and belief.                 

                                  Prudential Equity Group, LLC

                           By: /s/ Kenneth Tanji
                             Name: Kenneth Tanji
                                    Title: Senior Vice President

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Filed on:		8/13/04
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