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Prudential Tax-Managed Small-Cap Fund, Inc.
(formerly Prudential Small-Cap Quantum Fund, Inc.)
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Supplement dated June 27, 2000
Prospectus dated May 31, 2000
The information contained in the Prospectus dated May 31, 2000 on page 3 under
'Risk/Return Summary--Evaluating Performance--Average Annual Returns' is
inaccurate and should be disregarded. The following replaces that information:
Average Annual Returns1 (as of 12-31-99)
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<CAPTION>
1YR SINCE INCEPTION
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<S> <C> <C>
Class A shares -4.04% -6.50% (since 11-10-97)
Class B shares -4.66% -6.41% (since 11-10-97)
Class C shares -1.66% -5.36% (since 11-10-97)
Class Z shares 1.35% -3.97% (since 11-10-97)
S&P SmallCap 600 Index2 12.41% 5.52% (since 11-10-97)
Lipper Average3 6.21% - .85% (since 11-10-97)
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1 The Fund's returns are after deduction of sales charges and expenses. Without
the distribution and service (12b-1) fee waiver for Class A shares, the
return would have been lower.
2 The S&P SmallCap 600 Index - an unmanaged capital-weighted index of 600
smaller company U.S. common stocks that cover all industry sectors - gives a
broad look at how small-cap stock prices have performed. These returns do not
include the effect of any sales charges or operating expenses of a mutual
fund. These returns would be lower if they included the effect of sales
charges and operating expenses. The securities in the S&P SmallCap 600 Index
may be very different from those in the Fund. Source: Lipper Inc.
3 The Lipper Average is based on the average return of all mutual funds in the
Lipper Small Cap Value Funds category and does not include the effect of any
sales charges. Again, these returns would be lower if they included the
effect of sales charges. Source: Lipper Inc.
MF176C1
