PRUDENTIAL GROWTH OPPORTUNITY FUND, 497, 1994-11-29

PRUDENTIAL GROWTH OPPORTUNITY FUND
497, 1994-11-29

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                    Prudential Growth Opportunity Fund, Inc.

                     Supplement dated December 1, 1994 to
                        Prospectus dated August 1, 1994

    The Board of Directors recently 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.

  The Board also approved a change in the Fund's investment policies which would
permit the Fund to invest up to 5% of net assets in warrants. Currently, the
Fund is only authorized to purchase warrants when attached to preferred stocks
or bonds.

  These policy changes are expected to be implemented in February, 1995.

MF109C-2
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