U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer: Prudential Emerging Growth Fund, Inc., 100
Mulberry Street, Gateway Center Three, Newark, New Jersey 07102-4077.
2. Name of each series or class of securities for which this Form
is filed (If the Form is being filed for all series and classes of
securities of the issuer, check the box but do not list series or
classes):
[x]
3. Investment Company Act File Number: 811-07811.
Securities Act File Number: 333-11785.
4(a).Last day of fiscal year for which this Form is filed: October 31,
1997.
(b).[ ] Check box if this Form is being filed late (i.e. more
than 90 calendar days after the end of the issuer's fiscal year). (See
Instruction A.2)
Note: If the Form is being filed late, interest must be paid on the
registration fee due.
4(c).[ ] Check box if this is the last time the issuer will be filing
this Form.
5. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year pursuant
to section 24(f): $133,066,624
(ii) Aggregate price of securities redeemed
or repurchased during the fiscal year
(if applicable): $29,057,493
(iii) Aggregate price of securities redeemed
or repurchased during any prior fiscal
year ending no earlier than October 11,
1995 that were not previously used to
reduce registration fees payable to the
Commission. $
(iv)Total available redemption credits
[add items 5(ii) and 5(iii)]. $29,057,493
(v)Net sales - If item 5(i) is greater
than Item 5(iv) [subtract item 5(iv)
from item 5(i). $104,009,131
(vi) Redemption credits available for use
in future years.
-if item 5(i) is less than item 5(iv)
[subtract item 5(i) from item (5(iv)] $
(vii) Multiplier for determining registration
fee (See instruction C.9): x .000295
(viii) Registration fee due [multiply item 5(v)
by item 5(vii)] enter "0" if no fee is
due. =$30,682.69
6. Prepaid Shares
If the response to item 5(i) was determined by deducting an
amount of securities that were registered under the Securities Act
of 1933 pursuant to rule 24e-2 as in effect before October 11,
1997, then report the amount of
securities (number of shares or other units)deducted here: n/a
. If there is a number of shares or other units that were registered
pursuant to rule 24e-2 remaining unsold at the end of the fiscal year
for which this form is filed that are available for use by the issuer
in future fiscal years, then state that number here: n/a .
7. Interest due - if this Form is being filed
more than 90 days after the end of the of
the issuer's fiscal year (See Instruction D):+$
8. Total amount of the registration fee due
plus any interest due [line 5(viii)plus
line 7]: =$30,682.69
9. Date the registration fee and any interest payment was
sent to the Commission's lockbox depository:
January 8, 1998
Method of Delivery:
[x] Wire Transfer
[ ] Mail or other means
1
SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By (Signature and Title) \s\Marguerite E.H.Morrison
Marguerite E.H. Morrison
Assistant Secretary
Date: January 9, 1998
c:\-word\24f-2\EGF\egf.12-97.24f-2
PRUDENTIAL EMERGING GROWTH FUND, INC.
Gateway Center Three
100 Mulberry Street, 9th Floor
Newark, NJ 07102-4077
January 9, 1998
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Rule 24f-2 Notice for Prudential Emerging Growth Fund, Inc.
File Nos. 333-11785 and 811-07811
On behalf of Prudential Emerging Growth Fund, Inc., enclosed for filing
under the Investment Company Act of 1940 is one copy of the Rule 24f-2 Notice.
This document has been filed using the EDGAR system. Should you have any
questions, please contact me at (973) 367-7525.
Very truly yours,
/s/ Marguerite E.H. Morrison
Marguerite E. H. Morrison
Assistant Secretary
MM/ln
Enclosures
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