PRUDENTIAL GROWTH OPPORTUNITY FUND
N-30D, 1994-12-13
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ANNUAL REPORT           September 30, 1994

Prudential
Growth
Opportunity
Fund


(ICON)


(LOGO)

<PAGE>



Letter to Shareholders

November 11, 1994

Dear Shareholder:

  Over the last 12 months, continuing economic recovery, favorable earnings
reports and merger activity produced positive results for the Prudential Growth
Opportunity Fund. However, rising interest rates during the early part of 1994,
and the resulting market downturn, helped keep the Fund's returns modest.

Fund Performance

  During the period, your Fund was invested in a combination of small- and 
mid-sized companies, which generally did not perform as well as stocks of the 
smallest companies. For the fiscal year ended September 30, 1994, your Fund's
total returns were 1.1% for Class A, 0.3% for Class B and 3.2% for Class C 
shares. This compares with a return of 2.7% for the Russell 2000, an index of 
the smallest 2,000 stocks out of the largest 3,000 equity-capitalized 
corporations in terms of market value in the United States, and 2.1% for the 
Lipper Small Company Growth Fund Average, an average of small company stock 
mutual funds.

Small Stocks Generally Outpace Large Stocks 

  Small company stocks tend to rise earlier in an economic recovery than their 
large company counterparts and fall later during economic downturns. 
Consequently, over the last 12 months, as the U.S. economy began to rebound, 
small company stocks generally showed slightly greater returns than larger 
company stocks.

  For the year ended September 30, 1994, the Russell 2000 gained 2.7% while the
S&P 500, the large stock benchmark, rose 3.7%.  Small stocks outpaced mid-sized
stocks by a much wider margin, as evidenced by the S&P Mid-Cap Index's gain of 
1.6% for the last 12 months.

Seeking Value Investment Opportunities

  We employ a "value" oriented, bottom-up approach to portfolio management, 
which is unusual among small stock investors.  As a result, we tend to hold a 
fairly eclectic group of stocks across many industries.

                              -1-

<PAGE>

  The Fund focuses on lower-priced issues that have the potential to rise in 
price as investors realize the discrepancy between the stocks' intrinsic value 
and their current price. This strategy generally leads us to favor market 
sectors where stocks are attractively priced and to avoid high-priced stocks.

Worldwide Recovery Favors Industriales

  The current worldwide economic recovery favors stocks of companies with 
increasing pricing power and earnings growth potential, rather than 
interest-sensitive stocks whose performance may suffer in an uncertain interest
rate environment, and consumer stocks, which face sluggish demand and 
contracting profit margins. Consequently, the Fund emphasizes stocks in the 
industrial and technology sectors, concentrating on industries such as railcar 
construction, air freight forwarding, aerospace and manufacturing.

  In railcar construction, an industry showing recent revival after more than a
decade of decline caused primarily by inventory oversupply, we have increased 
our positions in Trinity Industries, the Fund's largest holding as of September
30, 1994, and Johnstown America. In air freight forwarding, an industry we 
believe will benefit from increased import/export volumes, we made additions to
Expediters International, Air Express and American Presidents. We expect 
aerospace companies, which generally prosper later in the upturn of economic 
cycles, to begin to benefit soon, as well; Precision Castparts, a manufacturer 
of castings for aircraft engines, is one of our largest holdings.  We also 
sought manufacturing companies with the market position and operating leverage 
to benefit from an economic upswing. In this industry, we favor Regal Beloit, 
a power transmission and tools manufacturer, and Measurex.

Reduced Finance Emphasis

  While the Fund reduced its emphasis on bank stocks over the last year, this 
sector still accounts for 8.3% of portfolio assets.  Within the group, the Fund
continues to concentrate on regional banks, which show attractive earnings 
growth potential and are well-positioned to benefit from further consolidation 
in the industry. Holdings include Community First Bankshares, Riggs National 
and Bank South.

  The Fund has also added to its holdings in Real Estate Investment Trusts, or 
REITs. We believe these present conservative opportunities for compound returns
of dividends and annual growth relative to a stock market whose total returns 
may be lower than those seen in recent years. Largest holdings in this area 
include Equity Residential, Kimco Realty, Weingarten Realty and Vornado.

                                 -2-

<PAGE>

Merger & Acquisitions Activity Benefits Fund

  In the last year, our "bottom-up" selection process helped the Fund benefit 
from increased merger activity across many industries as companies seek 
takeover candidates with similar fundamentals. Holdings (some of which we no 
longer own) which benefitted from merger activity included regional bank 
Citizens First, insurance firm Statesmen Group, Reliance Electic, Mr. Coffee 
and software retailers Babbages and Software, Etc.  The Fund profited from 
consolidation in the oil industry after separate deals involving Wheatley TXT, 
Western Company of North America and American Oil & Gas. We expect 
consolidation activity to continue and believe the Fund is well-positioned to 
take advantage of such opportunities.

Investment Activity

  During the period, we sold several issues which we felt reached full 
valuation. We eliminated our position in former top holding Kansas City 
Southern, the railroad and financial services conglomerate, after its price 
appreciated. Similarly, we sold our position in Foundation Health and reduced 
our exposure to financial security firm Diebold after good performance.

  We also held some underperformers during the past 12 months.  These included 
security and protection systems firms Pinkerton's and Borg Warner, which 
suffered from competitive pricing pressures in the industry. We decided to exit
these positions and use the assets to investigate other opportunities.  Other 
disappointing performers included Piper Jaffray, hurt by a weak securities 
brokerage industry and regulatory problems, and pharmaceutical firm Carter 
Wallace, which was forced to withdraw one of its drugs from the market.

Outlook

  We remain optimistic about the outlook for small company stocks, believing 
that the conservative gains of the last three years represent an interruption 
in a longer cycle in which small company stocks outperform large company 
stocks. We believe that, relative to larger company stocks, small company 
stocks contain the above-average earnings growth potential and favorable market
valuations which will help them benefit from sustained strength in economic 
activity.

                             -3-

<PAGE>

  As always, it is a pleasure to have you as a shareholder of the Prudential 
Growth Opportunity Fund and to take the opportunity to report our activities to
you.

Sincerely,


Lawrence C. McQuade
President


Robert P. Fetch
Portfolio Manager

Investment Update

  On November 14, 1994, your Board of Directors approved a change in the Fund's
investment policies which would permit the Fund to invest up to 15% of total 
assets in foreign securities. Foreign securities are subject to special risks, 
including currency fluctuations and political, social and economic instability.
This policy change is not expected to be implemented until February 1995; prior
thereto an updated prospectus will include more details on the new policy and 
its associated risks.

                             -4-

<PAGE>


PRUDENTIAL GROWTH OPPORTUNITY FUND, INC.     Portfolio of Investments
                                             September 30, 1994

<TABLE>
<CAPTION>
                                            Value        
Shares               Description           (Note 1)      

<C>            <S>                         <C>
               LONG-TERM INVESTMENTS
               Common Stocks--95.1%
               Aerospace/Defense--2.7%
    553,600    Precision Castparts
                 Corp....................  $ 14,186,000
                                           ------------
               Automobiles--1.1%
    250,000(D) Jason, Inc.*
               (cost $2,200,000; purchase
                 date--1/21/94)..........     1,912,500
     31,700    Mascotech, Inc............       376,437
    115,100    Standard Products Co......     2,877,500
     46,000    Tower Automotive, Inc.*...       534,750
                                           ------------
                                              5,701,187
                                           ------------
               Banking--8.0%
    153,000    Bank South Corp...........     2,830,500
     50,000    Charter One Financial,
                 Inc.....................     1,025,000
      8,700    Citfed Bancorp, Inc.......       282,750
    155,000    Commercial Federal
                 Corp.*..................     3,836,250
    270,000    Community First
                 Bankshares, Inc.........     4,252,500
    135,000    Dauphin Deposit Corp......     3,375,000
    100,000    First Commerce Corp.......     2,675,000
     95,000    First Security Corp.......     2,755,000
     36,400    First Virginia Banks,
                 Inc.....................     1,396,850
    120,000    Hawkeye Bancorporation....     2,535,000
    360,000    Riggs National Corp.*.....     3,667,500
    200,000    Rochester Community
                 Savings Bank*...........     3,875,000
     86,050    SouthTrust Corp...........     1,721,000
     30,000    TCF Financial Corp........     1,181,250
    225,000    Washington Mutual Savings
                 Bank....................     4,584,375
     80,000    West One Bancorp..........     2,240,000
                                           ------------
                                             42,232,975
                                           ------------
               Cable & Pay Television Systems--1.3%
     91,700    Comcast Corp. (voting)....     1,398,425
     45,800    Comcast Corp.
                 (non-voting)............       701,312
    192,300    TCA Cable TV, Inc.........     4,687,313
                                           ------------
                                              6,787,050
                                           ------------
               Commercial Services--1.8%
    124,100    AAR Corp..................     1,613,300
     40,000    Banner Aerospace, Inc.*...  $    225,000
     66,800    Flightsafety
                 International, Inc......     2,588,500
    190,000    SafeCard Services,
                 Inc.*...................     2,992,500
     62,300    Sterling Software,
                 Inc.*...................     1,931,300
                                           ------------
                                              9,350,600
                                           ------------
               Computer Hardware--2.7%
    190,000    Electronics for Imaging,
                 Inc.*...................     4,987,500
     70,600    Quixote Corp..............     1,235,500
    380,000    Telxon Corp...............     5,225,000
    130,000    VeriFone, Inc.*...........     3,038,750
                                           ------------
                                             14,486,750
                                           ------------
               Computer Software & Services--3.4%
    277,300    American Management
                 Systems, Inc.*..........     6,516,550
    235,000    Continuum, Inc.*..........     5,316,875
    148,000    INTERLINQ Software
                 Corp.*..................       740,000
     12,000    Learning Co.*.............       237,000
    275,000    Primark Corp.*............     3,506,250
     18,300    SunGard Data Systems*.....       649,650
     89,200    Westcott Communications,
                 Inc.*...................     1,220,925
                                           ------------
                                             18,187,250
                                           ------------
               Construction--0.4%
     55,000    Centex Corp...............     1,271,875
    123,500    Willcox & Gibbs, Inc.*....       895,375
                                           ------------
                                              2,167,250
                                           ------------
               Consumer Products--1.8%
    275,000    Fedders Corp.*............     1,306,250
    550,000    Fedders USA, Inc.*........     2,887,500
    100,000    Helene Curtis Industries,
                 Inc.....................     3,437,500
     84,500    Russ Berrie & Co., Inc....     1,204,125
     19,600    Sealright Co., Inc........       303,800
     44,600    Windmere Corp.............       485,024
                                           ------------
                                              9,624,199
                                           ------------
</TABLE>
 
                                     -5-     See Notes to Financial Statements.
 <PAGE>
<PAGE>

PRUDENTIAL GROWTH OPPORTUNITY FUND, INC.

<TABLE>
<CAPTION>
                                            Value        
Shares               Description           (Note 1)      

<C>            <S>                         <C>
               Consumer Services--0.8%
    205,300    Aviall, Inc...............  $  2,104,325
    161,300    Regis Corp.*..............     2,379,175
                                           ------------
                                              4,483,500
                                           ------------
               Drugs & Medical Supplies--1.2%
    113,800    Endosonics Corp.*.........       796,600
     30,500    Medex, Inc................       423,187
    150,000    Sybron Corp.*.............     5,175,000
                                           ------------
                                              6,394,787
                                           ------------
               Electrical Equipment--0.5%
    120,000    Belden, Inc...............     2,490,000
                                           ------------
               Electronics--7.3%
     49,500    Anthem Electronics,
                 Inc.*...................     1,596,375
    100,000    Augat, Inc................     2,200,000
    196,100    Cirrus Logic, Inc.*.......     5,490,800
    365,000    Kemet Corp.*..............     7,665,000
    280,200    Laser Precision Corp.*....     1,646,175
    410,000    Marshall Industries,
                 Inc.*...................    10,301,250
    400,000    Methode Eletronics,
                 Inc.....................     7,900,000
    125,000    Woodhead Industries,
                 Inc.....................     1,875,000
                                           ------------
                                             38,674,600
                                           ------------
               Environmental Services--0.9%
     61,800    Applied Bioscience
                 International, Inc.*....       324,450
    216,000    BHA Group, Inc............     2,808,000
    100,000    USA Waste Services,
                 Inc.*...................     1,500,000
                                           ------------
                                              4,632,450
                                           ------------
               Financial Services--0.9%
     40,000    GFC Financial Corp........     1,425,000
    165,000    McDonald & Co.
                 Investments, Inc........     2,124,375
    120,000    Piper Jaffray, Inc........     1,185,000
                                           ------------
                                              4,734,375
                                           ------------
               Food & Beverages--2.5%
    257,500    Michaels Foods, Inc.......  $  2,832,500
    392,000    Rykoff - Sexton, Inc.*....     7,546,000
    136,200    Sanderson Farms, Inc......     2,621,850
                                           ------------
                                             13,000,350
                                           ------------
               Forest Products--2.3%
    275,000    Mercer International,
                 Inc.*...................     3,334,375
    150,000    Mosinee Paper Corp........     4,593,750
    107,500    Pentair, Inc..............     4,246,250
                                           ------------
                                             12,174,375
                                           ------------
               Health Care Services--2.3%
     90,000    Living Centers of America,
                 Inc.*...................     2,846,250
    107,500    National Health Labs
                 Holdings, Inc...........     1,384,062
     14,700    Safeguard Health
                 Enterprises*............       147,919
    175,700    Salick Health Care,
                 Inc.*...................     3,777,550
     36,800    Sofamor/Danek Group,
                 Inc.*...................       713,000
    215,600    Unilab Corp.*.............     1,158,850
     68,500    Universal Health Services,
                 Inc.*...................     1,935,125
                                           ------------
                                             11,962,756
                                           ------------
               Hotels & Leisure--0.5%
     54,700    Caesars World, Inc.*......     2,372,613
                                           ------------
               Household Products--0.9%
    265,400    Libbey, Inc...............     4,578,150
                                           ------------
               Industriales--7.4%
    145,000    Amcast Industrial Corp....     3,353,125
    181,600    Carlisle Companies,
                 Inc.....................     5,902,000
     50,000    Diebold, Inc..............     2,056,250
     40,100    ESSEF Corp.*..............       591,475
     18,000    Harmon Industries, Inc....       373,500
    135,000    Johnstown America
                 Industries, Inc.*.......     3,611,250
    250,000    Mark IV Industries,
                 Inc.....................     5,687,500
     14,300    Matrix Service Co.*.......        91,163
    205,000    Medalist Industries,
                 Inc.*...................     1,435,000
</TABLE>
 
                                     -6-     See Notes to Financial Statements.
 <PAGE>
<PAGE>

PRUDENTIAL GROWTH OPPORTUNITY FUND, INC.

<TABLE>
<CAPTION>
                                            Value       
Shares               Description           (Note 1)     

<C>            <S>                         <C>
               Industriales (cont'd)
     48,600    Park Ohio Industries,
                 Inc.*...................  $    631,800
     96,700    Rogers Corp.*.............     3,287,800
    153,800    Schulman, Inc.............     4,152,600
    260,000    Shorewood Packaging
                 Corp.*..................     5,590,000
     15,700    SPS Technologies, Inc.....       412,125
    109,250    Varlen Corp...............     2,540,063
                                           ------------
                                             39,715,651
                                           ------------
               Information Services--0.3%
    111,300    American Business
                 Information, Inc........     1,641,675
                                           ------------
               Insurance--2.6%
    166,000    Amvestors Financial
                 Corp.*..................     1,660,000
     84,000    CCP Insurance, Inc........     1,921,500
    104,600    Life Re Corp..............     2,222,750
    221,400    Philadelphia Consolidated
                 Holding Corp.*..........     3,099,600
    200,000    SCOR U.S. Corp............     2,250,000
    450,000    Southwestern Life
                 Corp.*..................     2,587,500
                                           ------------
                                             13,741,350
                                           ------------
               Leisure--0.9%
     88,800    Johnson Worldwide
                 Associates, Inc.*.......     2,353,200
    380,000    Topps Co..................     2,351,250
                                           ------------
                                              4,704,450
                                           ------------
               Machinery & Equipment--6.7%
    132,800    Bearings, Inc.............     4,100,200
    335,700    Brenco, Inc...............     4,238,213
    126,100    GATX Corp.................     5,107,050
    309,300    Gerber Scientific, Inc....     4,678,162
    210,200    Lamson & Sessions Co.*....     1,471,400
    140,600    Lufkin Industries, Inc....     2,636,250
    111,600    Maverick Tube Corp*.......     1,129,950
    280,000    Measurex Corp.............  $  5,950,000
    400,000    Regal Beloit Corp.........     6,100,000
                                           ------------
                                             35,411,225
                                           ------------
               Media--0.6%
    115,000    Scripps (E.W.) Co.........     3,378,125
                                           ------------
               Natural Resources--0.1%
    117,500    Nord Resources Corp.*.....       778,438
                                           ------------
               Office Equipment--0.5%
    110,000    Miller Herman, Inc........     2,729,374
                                           ------------
               Oil & Gas Exploration/Production--7.5%
    128,500    Basin Exploration,
                 Inc.*...................     1,445,625
     55,000    Belden & Blake Corp.*.....       770,000
      7,500    Cabot Oil & Gas Corp......       137,813
    120,000    Diamond Shamrock, Inc.....     3,090,000
    243,000    Dreco Energy Services
                 Ltd.*...................     2,247,750
    170,000    Energy Service, Inc.*.....     2,528,750
     30,000    Enterra Corp.*............       667,500
     54,000    Evergreen Resources,
                 Inc.*...................       391,500
    240,000    International Colin Energy
                 Co......................     1,890,000
    346,014    KN Energy, Inc............     9,039,616
    320,000    Lomak Petroleum, Inc.*....     2,600,000
    525,000    Mesa, Inc.*...............     2,887,500
    120,000    Mitchell Energy & Dev.
                 Corp., Class A..........     2,115,000
    168,550    Mitchell Energy & Dev.
                 Corp., Class B..........     2,907,488
    232,300    Weatherford International,
                 Inc.*...................     2,874,712
    175,000    Western Gas Resources,
                 Inc.....................     3,806,250
                                           ------------
                                             39,399,504
                                           ------------
               Oil Services--0.6%
    300,000    Pride Petroleum Services,
                 Inc.*...................     1,518,750
     94,600    Western Co. of North
                 America*................     1,679,150
                                           ------------
                                              3,197,900
                                           ------------
               Packaging--0.1%
     24,200    AptarGroup, Inc...........       653,400
                                           ------------
</TABLE>
 
                                     -7-     See Notes to Financial Statements.
 <PAGE>
<PAGE>

PRUDENTIAL GROWTH OPPORTUNITY FUND, INC.

<TABLE>
<CAPTION>
                                            Value        
Shares               Description           (Note 1)      

<C>            <S>                         <C>
               Publishing--2.4%
    125,000    Central Newspapers,
                 Inc.....................  $  3,562,500
    120,000    Lee Enterprises, Inc......     4,140,000
    170,000    McClatchy Newspapers,
                 Inc.*...................     4,037,500
     61,700    Pages, Inc.*..............       431,900
     30,900    Western Publishing Group,
                 Inc.*...................       397,838
                                           ------------
                                             12,569,738
                                           ------------
               Realty--3.2%
    100,000    Duke Reality Investments,
                 Inc.....................     2,500,000
    170,000    Equity Residential
                 Property Trust..........     5,397,500
     80,300    Kimco Realty Corp.........     2,910,875
     79,200    Manufactured Home
                 Community, Inc..........     1,584,000
     64,100    Vornado Realty Trust......     2,195,425
     70,000    Weingarten Realty
                 Investors...............     2,502,500
                                           ------------
                                             17,090,300
                                           ------------
               Restaurants--1.1%
     40,200    Buffets, Inc.*............       633,150
     27,600    Rock Bottom Restaurants,
                 Inc.*...................       358,800
    180,000    Sbarro, Inc...............     4,590,000
                                           ------------
                                              5,581,950
                                           ------------
               Retail--4.2%
    262,000    Babbage's, Inc.*..........     3,275,000
     55,700    Michael Anthony Jewelers,
                 Inc.*...................       320,275
    389,000    Software Etc. Stores,
                 Inc.*...................     3,598,250
    350,700    Stride Rite Corp..........     4,909,800
    172,700    Tiffany & Co..............     6,389,900
    185,000    Younkers, Inc.*...........     3,515,000
                                           ------------
                                             22,008,225
                                           ------------
               Specialty Chemicals--4.2%
    130,200    Brush Wellman, Inc........     2,083,200
    340,000    Cabot Corp................     9,265,000
     25,200    Mississippi Chemical
                 Corp....................       478,800
     80,000    Potash Corp...............     3,270,000
     36,100    Raychem Corp..............     1,480,100
    166,000    Vigoro Corp...............     5,872,250
                                           ------------
                                             22,449,350
                                           ------------
               Steel--4.2%
    179,000    Quanex Corp...............  $  4,698,750
     36,600    Reliance Steel & Aluminum
                 Co.*....................       576,450
    532,600    Trinity Industries,
                 Inc.....................    16,910,050
                                           ------------
                                             22,185,250
                                           ------------
               Telecommunications--1.4%
    114,200    Intermediate Telephone,
                 Inc.*...................     1,084,900
    230,000    Intertrans Corp...........     2,932,500
    157,700    National Data Corp........     3,390,550
                                           ------------
                                              7,407,950
                                           ------------
               Transportation--3.8%
    155,000    Air Express International
                 Corp....................     4,281,875
    275,000    American President Cos.,
                 Ltd.....................     6,943,750
    340,000    Expeditors International
                 of
                 Washington, Inc.........     6,800,000
    119,000    Harper Group, Inc.........     1,785,000
     66,700    WorldCorp, Inc.*..........       450,225
                                           ------------
                                             20,260,850
                                           ------------
               Total common stocks
               (cost $464,064,893).......   503,125,922
                                           ------------
 
  Principal
   Amount      SHORT-TERM INVESTMENT
    (000)      Repurchase Agreement--1.5%
  ---------
  $   7,677    Joint Repurchase Agreement Account,
               4.83%, 10/3/94 (Note 5)
                 (cost $7,677,000).......     7,677,000
                                           ------------
               Total Investments--96.6%
               (cost $471,741,893; Note
                 4)......................   510,802,922
               Other assets in excess of
                 liabilities--3.4%.......    18,046,251
                                           ------------
               Net Assets--100%..........  $528,849,173
                                           ------------
                                           ------------
</TABLE>
- ------------
   * Non-income producing security.
 (D) Private placement restricted as to resale; includes registration rights
     under which the Fund may demand registration by the issuer.

                                     -8-     See Notes to Financial Statements.
 <PAGE>
<PAGE>

 PRUDENTIAL GROWTH OPPORTUNITY FUND, INC.
 Statement of Assets and Liabilities

<TABLE>
<CAPTION>
Assets                                                                                   September 30, 1994
                                                                                         ------------------
<S>                                                                                      <C>
Investments, at value (cost $471,741,893).............................................      $510,802,922
Receivable for Fund shares sold.......................................................        20,893,712
Receivable for investments sold.......................................................        10,080,422
Dividends and interest receivable.....................................................           795,510
Other assets..........................................................................             8,490
                                                                                         ------------------
  Total assets........................................................................       542,581,056
                                                                                         ------------------
Liabilities
Payable for investments purchased.....................................................        11,334,171
Payable for Fund shares reacquired....................................................         1,488,697
Distribution fee payable..............................................................           359,030
Management fee payable................................................................           294,748
Accrued expenses and other liabilities................................................           255,237
                                                                                         ------------------
  Total liabilities...................................................................        13,731,883
                                                                                         ------------------
Net Assets............................................................................      $528,849,173
                                                                                         ------------------
                                                                                         ------------------
Net assets were comprised of:
  Common stock, at par................................................................      $    438,339
  Paid-in capital in excess of par....................................................       454,437,821
                                                                                         ------------------
                                                                                             454,876,160
  Accumulated net investment income...................................................           444,381
  Accumulated net realized gain on investments........................................        34,467,603
  Net unrealized appreciation on investments..........................................        39,061,029
                                                                                         ------------------
Net assets, September 30, 1994........................................................      $528,849,173
                                                                                         ------------------
                                                                                         ------------------
Class A:
  Net asset value and redemption price per share
    ($103,078,061 / 8,311,301 shares of common stock issued and outstanding)..........            $12.40
  Maximum sales charge (5.0% of offering price).......................................               .65
                                                                                         ------------------
  Maximum offering price to public....................................................            $13.05
                                                                                         ------------------
                                                                                         ------------------
Class B:
  Net asset value, offering price and redemption price per share
    ($425,502,483 / 35,500,194 shares of common stock issued and outstanding).........            $11.99
                                                                                         ------------------
                                                                                         ------------------
Class C:
  Net asset value, offering price and redemption price per share
    ($268,629 / 22,412 shares of common stock issued and outstanding).................            $11.99
                                                                                         ------------------
                                                                                         ------------------
</TABLE>
 
See Notes to Financial Statements.
                                      -9-
 <PAGE>
<PAGE>
 PRUDENTIAL GROWTH OPPORTUNITY FUND, INC.
 Statement of Operations

<TABLE>
<CAPTION>
                                          Year Ended
                                         September 30,
Net Investment Loss                          1994
                                         -------------
<S>                                      <C>
Income
  Dividends............................  $   5,698,990
  Interest.............................        934,384
                                         -------------
    Total income.......................      6,633,374
                                         -------------
Expenses
  Distribution fee--Class A............        229,425
  Distribution fee--Class B............      4,002,398
  Distribution fee--Class C............            292
  Management fee.......................      3,484,730
  Transfer agent's fees and expenses...        970,000
  Reports to shareholders..............        345,000
  Custodian's fees and expenses........        285,000
  Registration fees....................        175,000
  Franchise taxes......................         50,000
  Audit fee............................         46,000
  Legal fees...........................         35,000
  Directors' fees......................         30,200
  Miscellaneous........................         22,058
                                         -------------
    Total expenses.....................      9,675,103
                                         -------------
Net investment loss....................     (3,041,729)
                                         -------------
Realized and Unrealized Gain (Loss)
on Investments
Net realized gain (loss) on
  investment transactions..............     44,673,230
Net change in unrealized
  appreciation of investments..........    (38,737,408)
                                         -------------
Net gain on investments................      5,935,822
                                         -------------
Net Increase in Net Assets
Resulting from Operations..............  $   2,894,093
                                         -------------
                                         -------------
</TABLE>
 
 PRUDENTIAL GROWTH OPPORTUNITY FUND, INC.
 Statement of Changes in Net Assets

<TABLE>
<CAPTION>
                             Year Ended September 30,
Increase (Decrease)        ----------------------------
in Net Assets                  1994            1993
                           ------------    ------------
<S>                        <C>             <C>
Operations
  Net investment loss....  $ (3,041,729)   $ (1,311,418)
  Net realized gain on
    investments..........    44,673,230      23,835,926
  Net change in
    unrealized
    appreciation of
    investments..........   (38,737,408)     64,901,994
                           ------------    ------------
  Net increase in net
    assets resulting from
    operations...........     2,894,093      87,426,502
                           ------------    ------------
Net equalization
  credits................        70,234          90,512
                           ------------    ------------
Distributions from net
  capital gain (Note 1)
  Class A................    (5,775,787)     (5,979,973)
  Class B................   (24,227,795)    (24,035,427)
                           ------------    ------------
                            (30,003,582)    (30,015,400)
                           ------------    ------------
Fund share transactions
  (Note 6)
  Net proceeds from
    shares subscribed....   433,710,426     453,141,309
  Net asset value of
    shares issued in
    reinvestment of
    distributions........    28,758,329      28,283,287
  Cost of shares
    reacquired...........  (377,490,019)   (284,879,535)
                           ------------    ------------
  Net increase in net
    assets from Fund
    share transactions...    84,978,736     196,545,061
                           ------------    ------------
Total increase...........    57,939,481     254,046,675
Net Assets
Beginning of year........   470,909,692     216,863,017
                           ------------    ------------
End of year..............  $528,849,173    $470,909,692
                           ------------    ------------
                           ------------    ------------
</TABLE>
 
See Notes to Financial Statements.        See Notes to Financial Statements.
                                      -10-
 <PAGE>
<PAGE>
 PRUDENTIAL GROWTH OPPORTUNITY FUND, INC.

 Notes to Financial Statements
   Prudential Growth Opportunity Fund, Inc. (the ``Fund'') is registered under
the Investment Company Act of 1940 as a diversified, open-end management
investment company. The investment objective of the Fund is to achieve capital
growth, consistent with reasonable risk, by investing in a carefully selected
portfolio of common stocks having prospects of a high return on equity,
increasing earnings, increasing dividends and price-earnings ratios which are
not excessive.
                              
Note 1. Accounting            The following is a summary
Policies                      of significant accounting poli-
                              cies followed by the Fund in the preparation of
its financial statements.
Securities Valuations: Investments traded on a national securities exchange are
valued at the last reported sales price on the primary exchange on which they
are traded. Securities traded in the over-the-counter market (including
securities listed on exchanges whose primary market is believed to be
over-the-counter) and listed securities for which no sale was reported on that
date are valued at the mean between the last reported bid and asked prices. Any
security for which a reliable market quotation is unavailable is valued at fair
value as determined in good faith by or under the direction of the Fund's Board
of Directors.
   Short-term securities which mature in more than 60 days are valued based upon
current market quotations. Short-term securities which mature in 60 days or less
are valued at amortized cost.
   In connection with transactions in repurchase agreements with U.S. financial
institutions, it is the Fund's policy that its custodian or designated
subcustodians, as the case may be under triparty repurchase agreements, take
possession of the underlying collateral securities, the value of which exceeds
the principal amount of the repurchase transaction, including accrued interest.
If the seller defaults and the value of the collateral declines or if bankruptcy
proceedings are commenced with respect to the seller of the security,
realization of the collateral by the Fund may be delayed or limited.
   All securities are valued as of 4:15 P.M., New York time.
Securities Transactions and Investment Income: Securities transactions are
recorded on the trade date. Realized gains and losses on sales of investments
are calculated on the identified cost basis. Dividend income is recorded on the
ex-dividend date; interest income is recorded on the accrual basis.
   Net investment income (loss), other than distribution fees, and unrealized
and realized gains or losses are allocated daily to each class of shares of the
Fund based upon the relative proportion of net assets of each class at the
beginning of the day.
Federal Income Taxes: It is the Fund's policy to continue to meet the
requirements of the Internal Revenue Code applicable to regulated investment
companies and to distribute all of its taxable net income to its shareholders.
Therefore, no federal income tax provision is required.
Equalization: The Fund follows the accounting practice known as equalization, by
which a portion of the proceeds from sales and costs of reacquisitions of Fund
shares, equivalent on a per share basis to the amount of distributable net
investment income on the date of the transaction, is credited or charged to
undistributed net investment income. As a result, undistributed net investment
income per share is unaffected by sales or reacquisitions of the Fund's shares.
Dividends and Distributions: The Fund expects to pay dividends of net investment
income, if any, semi-annually and make distributions at least annually of any
net capital gains. Dividends and distributions are recorded on the ex-dividend
date.
   Income distributions and capital gain distributions are determined in
accordance with income tax regulations which may differ from generally accepted
accounting principles.
Reclassification of Capital Accounts: The Fund accounts and reports for
distributions to shareholders in accordance with Statement of Position 93-2:
Determination, Disclosure, and Financial Statement Presentation of Income,
Capital Gain, and Return of Capital Distributions by Investment Companies.
During the fiscal year ended September 30, 1994, the reclassification of
$4,353,147 of current and prior fiscal year net operating losses increased
paid-in capital by $1,311,418, increased undistributed net investment income by
$3,041,729, and decreased net accumulated realized gains by $4,353,147. Net
investment income, net realized gains, and net assets were not affected by this
change.
                              
Note 2. Agreements            The Fund has a management
                              agreement with Prudential Mutual Fund Management,
Inc. (``PMF''). Pursuant to this agreement, PMF has responsibility for all
investment advisory services and supervises the subadviser's performance of 
such services. PMF has entered into a subadvisory agreement

                                      -11-
 <PAGE>
<PAGE>
with The Prudential Investment Corporation (``PIC''); PIC furnishes investment
advisory services in connection with the management of the Fund. PMF pays for
the cost of the subadviser's services, the compensation of officers of the Fund,
occupancy and certain clerical and bookkeeping costs of the Fund. The Fund 
bears all other costs and expenses.
   The management fee paid PMF is computed daily and payable monthly, at an
annual rate of .70 of 1% of the Fund's average daily net assets.
   The Fund has distribution agreements with Prudential Mutual Fund
Distributors, Inc. (``PMFD''), which acts as the distributor of the Class A
shares of the Fund, and with Prudential Securities Incorporated (``PSI''), which
acts as distributor of the Class B and Class C shares of the Fund (collectively
the ``Distributors''). The Fund compensates the Distributors for distributing
and servicing the Fund's Class A, Class B and Class C shares, pursuant to plans
of distribution, (the ``Class A, B and C Plans''). The distribution fees are
accrued daily and payable monthly.
   On July 19, 1994, shareholders of the Fund approved amendments to the Class A
and Class B distribution plans under which the distribution plans became
compensation plans, effective August 1, 1994. Prior thereto, the distribution
plans were reimbursement plans under which PMFD and PSI were reimbursed for
expenses actually incurred by them up to the amount permitted under the Class A
and Class B Plans, respectively. The Fund is not obligated to pay any prior or
future excess distribution costs (costs incurred by the Distributors in excess
of distribution fees paid by the Fund and contingent deferred sales charges
received by the Distributors). The rate of the distribution fees charged to
Class A and Class B shares of the Fund did not change under the amended plans of
distribution. The Fund began offering Class C shares on August 1, 1994.
   Pursuant to the Class A, B and C Plans, the Fund compensates the Distributors
for distribution-related activities at an annual rate of up to .30 of 1%, 1% and
1%, of the average daily net assets of the Class A, B and C shares,
respectively. Such expenses under the Class A Plan were .20 of 1% of the average
daily net assets of the Class A shares for the three months ended December 31,
1993. Effective January 1, 1994, the Class A Plan distribution expenses were
increased to .25 of 1% of the average daily net assets. Such expenses under the
Plans were 1% of the average daily net assets of both the Class B and C shares
for the fiscal year ended September 30, 1994.
   PMFD has advised the Fund that it has received approximately $498,400 in
front-end sales charges resulting from sales of Class A shares during the fiscal
year ended September 30, 1994. From these fees, PMFD paid such sales charges to
PSI and Pruco Securities Corporation, affiliated broker-dealers, which in turn
paid commissions to salespersons and incurred other distribution costs.
   PSI has advised the Fund that for the fiscal year ended September 30, 1994,
it received approximately $796,400 in contingent deferred sales charges imposed
upon certain redemptions by Class B shareholders.
   PMFD is a wholly-owned subsidiary of PMF; PSI, PMF and PIC are indirect
wholly-owned subsidiaries of The Prudential Insurance Company of America.
                              
Note 3. Other                 Prudential Mutual Fund Ser-
Transactions                  vices, Inc. (``PMFS''), a 
with Affiliates               wholly-owned subsidiary of 
                              PMF, serves as the Fund's transfer agent. During
the year ended September 30, 1994, the Fund incurred fees of approximately
$800,000 for the services of PMFS. As of September 30, 1994, approximately
$62,000 of such fees were due to PMFS.
   For year ended September 30, 1994, PSI earned approximately $11,000 in
brokerage commissions from portfolio transactions executed on behalf of the
Fund.
                              
Note 4. Portfolio             Purchases and sales of invest-
Securities                    ment securities, other than 
                              short-term investments, for the year ended
September 30, 1994 were $435,176,534 and $389,300,903, respectively.
   The federal income tax basis of the Fund's investments at September 30, 1994
was $472,413,928 and, accordingly, net unrealized appreciation for federal
income tax purposes was $38,388,994 (gross unrealized appreciation--$58,715,195
gross unrealized depreciation--$20,326,201).
                              
Note 5. Joint                 The Fund, along with other
Repurchase                    affiliated registered invest-
Agreement                     ment companies, transfers 
Account                       uninvested cash balances into 
                              a single joint account, the daily aggregate
balance of which is invested in one or more repurchase agreements collateralized
by U.S. Treasury or federal agency obligations. As of September 30, 1994, the
Fund had a 1.1% undivided interest in the repurchase agreements in the joint
account. The undivided interest for the Fund represented $7,677,000 in principal
amount. As of such date, each repurchase agreement in the joint account and the
collateral therefor were as follows:

                                      -12-
 <PAGE>
<PAGE>
   Goldman, Sachs & Co., 4.85%, in the principal amount of $237,000,000,
repurchase price $237,095,787, due 10/3/94. The value of the collateral
including accrued interest is $242,478,687.
   Nomura Securities International, 4.75%, in the principal amount of
$237,000,000, repurchase price $237,093,812, due 10/3/94. The value of the
collateral including accrued interest is $241,948,993.
   Smith Barney, Inc., 4.88%, in the principal amount of $237,000,000,
repurchase price $237,096,380, due 10/3/94. The value of the collateral
including accrued interest is $241,950,829.
                              
Note 6. Capital               The Fund currently offers
                              Class A, Class B and Class C shares. Class A
shares are sold with a front-end sales charge of up to to 5%. Class B shares 
are sold with a contingent deferred sales charge which declines from 5% to zero
depending on the period of time the shares are held. Class C shares are sold
with a contingent deferred sales charge of 1% during the first year. Class B
shares will automatically convert to Class A shares on a quarterly basis
approximately seven years after purchase commencing in or about February 1995.
   There are 750 million shares of common stock, $.01 par value per share,
divided into three classes, designated Class A, Class B and Class C common
stock, each of which consists of 250 million authorized shares.
   Transactions in shares of common stock for the fiscal years ended September
30, 1994 and 1993 were as follows:

<TABLE>
<CAPTION>

Class A                          Shares          Amount
- ----------------------------   -----------    -------------
<S>                            <C>            <C>
Year ended September 30,
  1994:
Shares sold.................     9,370,171    $ 115,130,689
Shares issued in
  reinvestment of
  distributions.............       467,222        5,644,046
Shares reacquired...........    (8,789,620)    (108,081,971)
                               -----------    -------------
Net increase in shares
  outstanding...............     1,047,773    $  12,692,764
                               -----------    -------------
                               -----------    -------------
Year ended September 30,
  1993:
Shares sold.................     7,753,935    $ 136,609,388
Shares issued in
  reinvestment of
  distributions.............       350,531        5,794,272
Shares issued as a result of
  3 for 2 stock split.......     2,387,650               --
Shares reacquired...........    (5,886,921)    (104,383,394)
                               -----------    -------------
Net increase in shares
  outstanding...............     4,605,195    $  38,020,266
<CAPTION>
                               -----------    -------------
                               -----------    -------------
Class B                          Shares          Amount
- ----------------------------   -----------    -------------
Year ended September 30,
  1994:
Shares sold.................    26,537,335    $ 318,270,570
Shares issued in
  reinvestment of
  distributions.............     1,960,499       23,114,283
Shares reacquired...........   (22,525,818)    (269,363,510)
                               -----------    -------------
Net increase in shares
  outstanding...............     5,972,016    $  72,021,343
                               -----------    -------------
                               -----------    -------------
Year ended September 30,
  1993:
Shares sold.................    18,585,281    $ 316,531,921
Shares issued in
  reinvestment of
  distributions.............     1,382,238       22,489,015
Shares issued as a result of
  3 for 2 stock split.......     9,826,606               --
Shares reacquired...........   (10,612,911)    (180,496,141)
                               -----------    -------------
Net increase in shares
  outstanding...............    19,181,214    $ 158,524,795
                               -----------    -------------
                               -----------    -------------
Class C
- ----------------------------
August 1, 1994* through Sep-
  tember 30, 1994:
Shares sold.................        26,125    $     309,167
Shares reacquired...........        (3,713)         (44,538)
                               -----------    -------------
Net increase in shares
  outstanding...............        22,412    $     264,629
                               -----------    -------------
                               -----------    -------------
- ---------------
* Commencement of offering of Class C shares.
</TABLE>

                              
Note 7. Dividends             On November 15, 1994 the
and Distributions             Board of Directors of the 
                              Fund declared dividends from net capital gains to
Class A, B and C shareholders of $.835 per share, payable on November 29, 1994
to shareholders of record on November 22, 1994.

                                      -13-
 <PAGE>
<PAGE>

 PRUDENTIAL GROWTH OPPORTUNITY FUND, INC.
 Financial Highlights

<TABLE>
<CAPTION>
                                                           Class A                                            Class B
                         ---------------------------------------------------------------------------   ----------------------
                                                                                        January 22,
                                                                                          1990(D)       Year Ended September
                                          Year Ended September 30,                        Through               30,
                         -----------------------------------------------------------   September 30,   ----------------------
                           1994**        1993**(D)(D)       1992**(D)(D)     1991(D)(D)  1990(D)(D)      1994**      1993**(D)(D)
                         -----------    -------            -------          -------    -------------   -----------   --------
<S>                      <C>           <C>                <C>                <C>       <C>             <C>           <C>
PER SHARE OPERATING
  PERFORMANCE:
Net asset value,
  beginning of
  period...............   $    13.06       $  11.25           $  10.16       $  7.36     $    8.55      $    12.74   $  11.08
                         -----------        -------            -------       -------   -------------   -----------   --------
Income from investment
  operations
Net investment income
  (loss)...............           --            .03                .02           .05           .09            (.09)      (.06)
Net realized and
  unrealized gain
  (loss) on investment
  transactions.........          .13           3.14               1.47          2.82         (1.20)            .13       3.08
                         -----------        -------            -------       -------   -------------   -----------   --------
  Total from investment
    operations.........          .13           3.17               1.49          2.87         (1.11)            .04       3.02
                         -----------        -------            -------       -------   -------------   -----------   --------
Less distributions
Dividends from net
  investment income....           --             --                 --          (.07)         (.08)             --         --
Distributions from net
  realized capital
  gain.................         (.79)         (1.36)              (.40)           --            --            (.79)     (1.36)
                         -----------        -------            -------       -------   -------------   -----------   --------
Total distributions....         (.79)         (1.36)              (.40)         (.07)         (.08)           (.79)     (1.36)
                         -----------        -------            -------       -------   -------------   -----------   --------
Net asset value, end of
  period...............   $    12.40       $  13.06           $  11.25       $ 10.16     $    7.36      $    11.99   $  12.74
                         -----------        -------            -------      -------   -------------   -----------   --------
                         -----------        -------            -------      -------   -------------   -----------   --------
TOTAL RETURN#:.........         1.13%         30.42%             15.39%        39.39%       (13.19)%           .34%     29.40%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of
  period (000).........   $  103,078       $ 94,842           $ 44,845       $25,165     $  17,222      $  425,502   $376,068
Average net assets
  (000)................   $   97,877       $ 69,801           $ 36,011       $20,650     $ 132,627      $  399,920   $278,659
Ratios to average net
  assets:##
  Expenses, including
    distribution
    fees...............         1.33%          1.17%              1.33%         1.50%         1.61%*          2.09%      1.97%
  Expenses, excluding
    distribution
    fees...............         1.09%           .97%              1.13%         1.30%         1.42%*          1.09%       .97%
  Net investment income
  (loss)...............          .00%           .26%               .19%          .59%         1.54%*          (.76)%     (.54)%
Portfolio turnover.....           82%            68%                99%          111%           79%             82%        68%

<CAPTION>
                                                             Class C
                                                          --------------
                                                            August 1,
                                                              1994@
                                                             Through
                                                          September 30,
                         1992**(D)(D) 1991(D)(D) 1990(D)(D)     1994**
                        --------   --------   --------       ------
<S>                      <C>        <C>        <C>        <C>
PER SHARE OPERATING
  PERFORMANCE:
Net asset value,
  beginning of
  period...............  $  10.11   $   7.34   $   9.11       $11.61
                         --------   --------   --------      ------
Income from investment
  operations
Net investment income
  (loss)...............      (.07)      (.02)       .07         (.01)
Net realized and
  unrealized gain
  (loss) on investment
  transactions.........      1.44       2.82      (1.75)         .39
                         --------   --------   --------       ------
  Total from investment
    operations.........      1.37       2.80      (1.68)         .38
                         --------   --------   --------       ------

Less distributions
Dividends from net
  investment income....        --       (.03)      (.09)          --
Distributions from net
  realized capital
  gain.................      (.40)        --         --           --
                         --------   --------   --------       ------

Total distributions....      (.40)      (.03)      (.09)          --
                         --------   --------   --------       ------
Net asset value, end of
  period...............  $  11.08   $  10.11   $   7.34       $11.99
                         --------   --------   --------       ------
                         --------   --------   --------       ------


TOTAL RETURN#:.........     14.27%     38.33%    (18.63)%       3.19%
RATIOS/SUPPLEMENTAL DATA
Net assets, end of
  period (000).........  $172,018   $118,660   $ 86,440       $  269
Average net assets
  (000)................  $154,601   $104,508   $132,622       $  179
Ratios to average net
  assets:##
  Expenses, including
    distribution
    fees...............      2.13%      2.30%      2.18%        2.22%*
  Expenses, excluding
    distribution
    fees...............      1.13%      1.30%      1.28%        1.22%*
  Net investment income
  (loss)...............      (.61)%     (.21)%      .91%        (.31)%*
Portfolio turnover.....        99%       111%        79%          82%
</TABLE>
 
- ---------------
     * Annualized.
    ** Calculated based upon weighted average shares outstanding during the 
       period.
   (D) Commencement of offering of Class A shares.
     @ Commencement of offering of Class C shares.
(D)(D) Restated to reflect 3 for 2 stock split paid to shareholders of record 
       on September 17, 1993.
     # Total return does not consider the effects of sales loads. Total return 
       is calculated assuming a purchase of shares on the first day and a sale 
       on the last day of each period reported and includes reinvestment of 
       dividends and distributions. Total returns for periods of less than a 
       full year are not annualized.
    ## Because of the event referred to in @ and the timing of such, the ratios
       for Class C shares are not necessarily comparable to that of Class A or 
       B shares and are not necessarily indicative of future ratios.

See Notes to Financial Statements.
                                      -14-
 <PAGE>
<PAGE>
                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholders and Board of Directors of Prudential Growth Opportunity
Fund, Inc.
   In our opinion, the accompanying statement of assets and liabilities,
including the portfolio of investments, and the related statements of operations
and of changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of Prudential Growth Opportunity Fund
(the ``Fund'') at September 30, 1994, the results of its operations for the year
then ended, the changes in its net assets for each of the two years in the
period then ended and the financial highlights for each of the five years in the
period then ended, in conformity with generally accepted accounting principles.
These financial statements and financial highlights (hereafter referred to as
``financial statements'') are the responsibility of the Fund's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with generally accepted auditing standards which require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of securities at
September 30, 1994 by correspondence with the custodian and brokers, and the
application of alternative auditing procedures where confirmations from brokers
were not received, provide a reasonable basis for the opinion expressed above.

PRICE WATERHOUSE LLP
New York, New York
November 15, 1994

                         FEDERAL INCOME TAX INFORMATION
                                   (UNAUDITED)

   We are required by the Internal Revenue Code to advise you within 60 days of
the Fund's fiscal year end (September 30, 1994) as to the federal tax status of
distributions paid by the Fund during such fiscal year. Accordingly, during its
fiscal year ended September 30, 1994, the Fund paid distributions from net
realized short-term capital gains of $.33 per Class A and Class B share, which
are fully taxable as ordinary income, and $.46 per Class A and Class B share
from net realized long-term capital gains, which are taxable as such. Further,
we wish to advise you that 79% of the ordinary income dividends paid in the
fiscal year ended September 30, 1994 qualified for the corporate dividends
received deduction available to corporate taxpayers.
   In January 1995, you will be advised on Internal Revenue Service Form 1099
DIV or substitute 1099 as to the federal tax status of the dividends received 
by you in calendar year 1994. The amounts that will be reported on such Form 
1099 DIV or substitute will be the amounts to use on your 1994 federal income 
tax return and probably will differ from the amounts which we must report for 
the Fund's fiscal year ended September 30, 1994.

                                      -15-
 <PAGE>
<PAGE>

   These graphs are furnished to you in accordance with SEC regulations. They
compare a $10,000 investment in Prudential Growth Opportunity Fund, Inc. (Class
A, Class B, and Class C) with a similar investment in the Russell 2000 Index by
portraying the initial account values at the commencement of operations of each
class and subsequent account values at the end of each fiscal year (September
30) beginning in 1990 for Class A, in 1984 for Class B shares and 1994 for Class
C shares. For purposes of the graphs and, unless otherwise indicated, the
accompanying tables, it has been assumed that (a) the maximum current sales
charge was deducted from the initial $10,000 investment in Class A shares; (b)
the maximum applicable contingent deferred sales charge was deducted from the
value of the investment in Class B shares and Class C shares, assuming full
redemption on September 30, 1994; (c) all recurring fees (including management
fees) were deducted; and (d) all dividends and distributions were reinvested.
Class B shares will automatically convert to Class A shares on a quarterly basis
approximately seven years after purchase. This conversion feature is expected to
be implemented on or about February 1995 and is not reflected in the graph.
   The Russel 2000 is a stock market index comprising the smallest 2,000 stocks
of the largest 3,000 equity-capitalized U.S. corporations and represents
approximately 10% of their aggregate market value. The Russell 2000 is an
unmanaged index and includes the reinvestment of all dividends, but does not
reflect the payment of transaction costs and advisory fees associated with an
investment in the Fund. The securities which comprise the Russell 2000 may
differ substantially from the securities in the Fund's portfolio. The Russell
2000 is not the only index which may be used to characterize performance of
growth funds and other indexes may portray different comparative performance.

                                      -16-
 <PAGE>
Directors

Delayne Dedrick Gold
Arthur Hauspurg
Harry A. Jacobs, Jr.
Thomas J. McCormack
Lawrence C. McQuade
Stephen P. Munn
Richard A. Redeker
Louis A. Weil III

Officers

Lawrence C. McQuade, President
David W. Drasnin, Vice President
Robert F. Gunia, Vice President
Susan C. Cote, Treasurer
S. Jane Rose, Secretary
Ronald Amblard, Assistant Secretary

Manager

Prudential Mutual Fund Management, Inc.
One Seaport Plaza
New York, NY 10292

Investment Adviser

The Prudential Investment Corporation
Prudential Plaza
Newark, NJ 07101

Distributors

Prudential Mutual Fund Distributors, Inc.
Prudential Securities Incorporated
One Seaport Plaza
New York, NY 10292

Custodian

State Street Bank and Trust Company
One Heritage Drive
North Quincy, MA 02171

Transfer Agent

Prudential Mutual Fund Services, Inc.
P.O. Box 15005
New Brunswick, NJ 08906-5000

Independent Accountants

Price Waterhouse
1177 Avenue of the Americas
New York, NY 10036

Legal Counsel

Sullivan & Cromwell
125 Broad Street
New York, NY 10004

Prudential Mutual Funds
One Seaport Plaza
New York, NY 10292

Toll Free (800) 225-1852,
Collect (908) 417-7555

This report is not authorized for distribution to prospective
investors unless preceded or accompanied by a current 
prospectus.

74435E109                MF109E
74435E208       (LOGO)   Cat.#6420001I



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