For the period ended (b) October 31, 2000
File number (c) 811-09101
SUB-ITEM 77J
Reclassification of Capital Accounts
Prudential Tax-Managed Equity Fund, Inc. accounts
for and reports distributions to shareholders in
accordance with American Institute of Certified
Public Accountants Statement of Position 93-2:
Determination, Disclosure, and Financial Statement
Presentation of Income, Capital Gains, and Return
of Capital Distributions by Investment Companies.
The effect of applying this statement was to
decrease undistributed net investment loss and
decrease paid-in-capital by $2,324,982, due to the
Fund experiencing net operating losses and certain
organizational expenses not deductible for tax
purposes during the fiscal year ended October 31,
2000. Net investment income, net realized gains
and net assets were not affected by the change.
