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
Mid-Cap Value Fund, 100 Mulberry
Street, Gateway Center Three, Newark,
NJ 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:
811-08571
Securities Act File Number: 333-43095
4(a).Last day of fiscal year for which this
notice is filed: May 19, 2000.
(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).[x] 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 in
reliance on rule 24(f):
$582,851
(ii) Aggregate price of securities
redeemed or
repurchased during the fiscal year
(if applicable):
$6,691,226
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.
$42,012,094
(iv) Total available redemption credits
[add items 5(ii) and 5(iii)].
$48,703,320
(v) Net sales - If item 5(i)is greater
than Item 5 (iv) [subtract item
5(iv)
from item 5(i).
$ 0
(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)] $48,120,469
(vii) Multiplier for determining
registration
fee. (See instruction C.9):
X .000264
(viii) Registration fee due [multiply item
5(v) by item 5 (vii)] enter "0"
if
no fee is due.
=$ 0
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: . 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: .
7. Interest due - if this Form is being filed
more than 90 days after the end 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]:
=$ 0
9. Date the registration fee and any interest
payment was sent to the Commission's
lockbox
depository: N/A
Method of Delivery: N/A
[ ] Wire Transfer
[ ] Mail or other means
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
Secretary
Date: August 16, 2000
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