For the year ended (b) October 31, 2000
File number (c) 811-07811
SUB-ITEM 77J
Reclassification of Capital Accounts
Prudential U.S. Emerging Growth Fund,
Inc. accounts for and reports distributions
to shareholders in accordance with the
American Institute of Certified Public
Accountants, Statement of Position 93-2:
Determination, Disclosure, and Financial
Statement Presentation of Income, Capital
Gain, and Return of Capital Distributions by
Investment Companies. The effect of applying
this statement was to decrease undistributed
net investment loss by $8,599,659, decrease
accumulated net realized gain on investments
by $29,828,890, and increase paid in capital
by $21,229,231, due to the Fund experiencing
net operating losses and redemptions utilized
as distributions for federal income tax
purposes during the fiscal year ended October
31, 2000. Net investment income, paid-in
capital and net assets were not affected by
this change.
