PRUDENTIAL GROWTH OPPORTUNITY FUND INC
N-30D, 1995-06-12
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SEMI ANNUAL REPORT                                          March 31, 1995

<PAGE>

LETTER TO
SHAREHOLDERS

                                                            May 15, 1995

Dear Shareholder:

Small company stock prices have been uneven over the last six months, 
performance was anemic during the fourth quarter of 1994, but then improved 
during the first three months of 1995.  The primary factor driving stock 
performance throughout this period was rising U.S. interest rates.  Small stocks
are typically more interest rate sensitive than larger stocks so they did not 
perform as well as the general stock market.

We are pleased to report that the Prudential Growth Opportunity Fund posted 
gains over the last six months, which were on a par with those reported by the 
average small company growth fund as monitored by Lipper Analytical Services, 
Inc.  For the 12 months ended March 31, 1995, the Fund performed better than the
Lipper Small Company Growth Fund Average.  The Fund also fared better than the 
S&P 500 for the last five years, and performed in line with that index for the 
last three years. 

The Fund's Objective.

The Prudential Growth Opportunity Fund seeks capital appreciation.  It invests 
primarily in small company stocks selling at attractive valuations with 
prospects of improving return on equity and increasing earnings.  Many of the 
stocks in which the Fund invests have smaller market capitalizations than those
included in the Standard & Poor's 500 Composite Stock Index.  As a result, 
companies in which the Fund is likely to invest may have limited product lines, 
markets or financial resources, and may lack management depth.  The securities 
of these companies may be subject to more abrupt or erratic market movements 
than securities of larger, more established companies or the market averages in 
general.  While the Fund can purchase and sell derivatives (put and call 
options), depending upon market conditions, it has not done so during this 
reporting period. 

- ----------------
1 Note: Total return figures assume reinvestment of dividends and distributions.
All bond returns are market value weighted inclusive of accrued interest.  This 
chart is for comparison purposes only.  There are different risks associated 
with each investment sector which should be considered carefully before 
investing. Past performance is not indicative of future results.

Source: Prudential Mutual Fund Management, Inc. Bonds: Lehman Brothers 
government/corporate aggregate; Stocks: S&P 500 Index; Small Caps: 
Russell 2000 Index; and Money Markets: IBC/Donoghue taxable funds 
average.1
                                   -1-
<PAGE>
<TABLE>
                     CUMULATIVE TOTAL RETURNS1
                       As of March 31, 1995
<CAPTION>
                                                               Since
                  6 mos      1Year    5 Years    10 Years    Inception2
<S>               <C>        <C>      <C>        <C>         <C>
Class A            5.0%      9.4%      90.1%       N/A          93.6%
Class B            4.6%      8.5%      82.4%      212.1%       368.6%
Class C            4.6%      N/A        N/A        N/A           7.9%
Lipper Small Co    5.4%      7.8%      91.3%      247.0          N/A
 Growth Avg.3
</TABLE>

<TABLE>
                    AVERAGE ANNUAL TOTAL RETURNS1
                        As of March 31, 1995
<CAPTION>
                 1 Year      5Years    10Years    Since Inception2
<S>              <C>         <C>        <C>            <C>
Class A            3.9%        12.6%      N/A           12.5%
Class B            3.5%        12.7%     12.1%          11.3%
Class C            N/A          N/A       N/A            6.9%
</TABLE>

Past performance is not indicative of future results. Principal and investment 
return will fluctuate so that an investor's shares, when redeemed, may be worth 
more or less than their original cost.

1. Source: Prudential Mutual Fund Management, Inc. and Lipper Analytical 
Services, Inc.  The cumulative total returns do not take into account sales 
charges.  The average annual returns do take into account applicable sales 
charges.  The Fund charges a maximum front-end sales load of 5% for Class A 
shares.  Class B shares are subject to a contingent deferred sales charge of 5%,
4%, 3%, 2%, 1% and 1% for six years.  Class C shares have a 1% CDSC for one 
year.  Class B shares will automatically convert to Class A shares after 
approximately seven years.  Class C shares average annual returns are not yet 
available since they have been in existence for less than one year.

2. Inception dates: 1/22/90 Class A; 11/13/80 Class B; 8/1/94 Class C.

3. Lipper average returns are 278 funds for six months; 250 funds for one year; 
74 funds for five years and 32 funds for 10 years 

Senate Considers "Dream
Account"

The U.S. Senate will soon be considering a new, 
tax-deferred savings vehicle called the "American 
Dream Savings Account," which was approved by the 
House of Representatives earlier in the year as 
part of the  "Contract with America" legislative 
agenda.

While similar to a traditional individual 
retirement account or IRA, the American Dream 
Savings Account goes further by raising the 
contribution ceiling for non-working spouses 
and permitting tax-free and penalty-free 
withdrawals prior to age 59 1/2 for certain 
major expenses.   Prudential Mutual Funds 
supports the American Dream Savings Account 
and we urge you to share your opinion with 
your legislators.

The Market.

U.S. stock market performance was mixed over the last six months -- weak during 
the fourth quarter of 1994, but then gaining strength during the first three 
months of 1995.  The primary factor driving stock market movement was U.S. 
interest rates, which have been increased on seven occasions since February 
1994.  The U.S. Federal Reserve last raised short-term interest rates on 
February 1, 1995.  Just prior to that much anticipated move, and thereafter, 
the market became increasingly positive.  The U.S. economy had finally begun to 
show signs that the Federal Reserve's monetary policy was working -- as 
evidenced by the decrease in housing starts, auto and retail sales, and the 
increase in unemployment.  As a result, stocks saw positive, albeit modest 
returns for the last six months.

The S&P 500, a weighted index comprised of 500 stocks that provides a broad 
indicator of stock price movements, returned 9.7% for the six months 

                                   -2-

<PAGE>

ended March 31, 1995.  Small stocks, as measured by the Russell 2000, gained 
2.6% during that period.  The Russell 2000 tracks the overall performance of 
the smallest 2,000 stocks in the United States. 

Particularly noteworthy during the month of February was the Dow Jones 
Industrial Average (DJIA), which broke the 4000 barrier for the first time on 
February 23, 1995.  The DJIA continued to reach new highs throughout the month. 
While the DJIA measures the performance of 30 stocks and is a less broad-based 
measure of stock performance than the S&P 500, it is a widely followed measure 
of general stock market health. 

Fund Update

Starting in February 1995, Class B shareholders 
may have begun to notice a change in their Fund 
holdings.  That's when Class B shares began to 
automatically convert to Class A shares, on a 
quarterly basis, approximately seven years after 
purchase.  As you may know, Class A shares 
generally carry lower annual distribution charges 
than Class B shares.  Accordingly, after 
conversion you will generally earn higher 
total returns on your investment than you 
would have as a Class B shareholder.

Following the May cycle, conversions of 
eligible Class B shares and special exchanges 
of Class B and C shares will take place each 
calendar quarter (March, June, September and 
December) starting in September 1995.  

What Went Well...

The Fund seeks stocks that we believe are selling at a considerable discount to 
their underlying worth.  This is typically referred to as a value-oriented 
investment approach or, put more simply, "value investing."  As to how well 
this philosophy played out relative to funds in its peer group, growth-oriented 
companies -- companies that have the strong potential to increase earnings -- 
did somewhat better than value companies during the reporting period. 
Nevertheless, a number of factors came into play over the last six months, 
which brought a wide range of benefits to the Fund's portfolio. 

- - The dynamics of the small company stocks are changing -- for the 
better. In 1994, small stocks lagged large stocks due to the flurry of interest 
rate activity by the Federal Reserve.  Looking ahead, however, small company 
stocks may be poised to perform better than their large stock brethren, mainly 
because they continue to have a great deal of room to grow.  As a group, small 
stocks are still inexpensive relative to their historical prices.  As economic 
growth continues, so too, should small company earnings. 

- - Many holdings are just now poised to move.  While a large percentage of
our holdings have produced exceedingly positive results during the last six 
months, a number of our holdings have yet to reach their full growth 
potential.  We view this as a positive for the portfolio.  For example, some of 
our aerospace/defense and steel holdings (Precision Castparts and Trinity 
Industries) have already begun to benefit from increased economic growth.  
Others have yet to benefit fully.  And these are companies with strong balance 
sheets and earnings growth.  Good examples of stocks in this category are 
Marshall Industries and Methode Electronics. 

- - Merger/acquisition activity continues to benefit the Fund.  During the 
past six months, the Fund's value approach to stock investing has helped it 
benefit from increased merger activity across many industries.  As economic 
growth continues, many companies seek takeover candidates 

                                   -3-
<PAGE>

with business lines that can complement their own, that are selling at 
low prices.  Holdings that benefitted from this kind of activity included 
Chicago Northwestern, which was purchased by Union Pacific and Salick Health 
Care, which received a bid from Zeneca.  Freight forwarding company 
Intertrans was purchased by Fritz, and Perry Drug Stores was purchased 
by Revco.  We sold these positions as their prices rose. 

- - Emphasizing the right sectors.  The Fund's sector allocation also proved
beneficial for the reporting period.  The Fund has been focusing on more 
cyclically sensitive issues, where strong market conditions and improving 
earnings have helped us uncover attractively priced, "undiscovered" stocks. As 
of March 31, the Fund maintained its three largest sector weightings in 
industrials, technology and consumer growth stocks, all of which benefitted 
from increased economic growth.  As a group, these stocks performed particularly
well during the reporting period.  Top holdings (as a percentage of net assets) 
in the various sectors included Cirrus Logic (technology, 1.3%), Kemet Corp. 
(technology, 0.9%), Carlisle Companies (industrial, 0.9%), Cabot Corp. 
(industrial, 1.8%) and Regis Corp. (consumer growth, 0.8%).

Where We Could Have Done Better...

- - We reduced our exposure to finance.  From 1992 to 1993, the Fund had 
significant exposure to finance stocks.  However, we began to reduce our 
exposure in mid-1993 as economic growth began to take off, believing that this 
sector had reached its full growth potential.  In most cases, we sold on 
appreciation, shifting assets into sectors that we felt would benefit most 
from increased economic growth.  While these sectors have performed well, 
particularly during this first quarter, finance issues have also rebounded well 
after a weak fourth quarter 1994.

- - A few of our holdings performed poorly.  A few stock-specific factors 
negatively impacted the Fund during this reporting period.  One such situation 
involved the investment management firm of Piper Jaffray.  While we had held the
stock for a number of years (during which time it performed well), the stock was
hurt by the company's use of derivatives in its mutual fund business.  Another 
stock which did not do as well during the last six months was retailer 
Tiffany's.  A decent performer throughout much of the last year, Tiffany's 
subsequently declined during the first quarter on weakness in the Japanese 
market where Tiffany's does roughly 30% of its business.  Long term, we 
continue to believe Tiffany's prospects for growth remain compelling. 

                                   -4-
<PAGE>

The Outlook.

Looking ahead, our outlook for the Fund and small company stocks remains 
positive.  Economic growth has begun to slow to more manageable levels, 
which could eliminate the need for interest rate intervention in the 
future -- a positive for stocks.  Also, we've begun to see a pick up in the 
earnings of smaller companies relative to larger companies.  These factors, 
combined with the fact that small stocks are still undervalued relative to 
large stocks, makes the prospects for small stock growth compelling over the 
next few years. 

As always, it's a pleasure to have you as a shareholder of the Prudential 
Growth Opportunity Fund and report our activity to you.  Thank you for your 
confidence.

Sincerely,

Robert P. Fetch
Portfolio Manager

Richard A. Redeker
President

                                   -5-

<PAGE>
PRUDENTIAL GROWTH OPPORTUNITY FUND, INC.        Portfolio of Investments
                                              March 31, 1995 (Unaudited)
<TABLE>
<CAPTION>
                                            Value
Shares               Description           (Note 1)

  <C>          <S>                          <C>
               LONG-TERM INVESTMENTS
               Common Stocks--90.4%
               Aerospace/Defense--3.7%
    740,000    Precision Castparts
                 Corp.....................  $ 19,332,500
                                            ------------
               Automobiles--1.1%
    250,000(D) Jason, Inc.*
                 (cost $2,200,000;
                 purchase
                 date--1/21/94)...........     1,996,875
    190,000    Standard Products Co.......     3,728,750
                                            ------------
                                               5,725,625
                                            ------------
               Banking--1.4%
    190,000    Community First Bankshares,
                 Inc......................     2,945,000
    200,000    Riggs National Corp.*......     1,850,000
    140,000    Rochester Community Savings
                 Bank.....................     2,397,500
                                            ------------
                                               7,192,500
                                            ------------
               Cable & Pay Television Systems--1.1%
    217,000    TCA Cable TV, Inc..........     5,669,125
                                            ------------
               Commercial Services--1.0%
    193,700    Aviall, Inc................     1,283,263
     28,400    Banner Aerospace, Inc.*....       113,600
    190,000    SafeCard Services, Inc.....     3,633,750
                                            ------------
                                               5,030,613
                                            ------------
               Communications Equipment--0.9%
    298,600    Black Box Corp.*...........     4,404,350
                                            ------------
               Computer Hardware--3.5%
    310,000    Stratus Computer, Inc.*....     9,687,500
    390,000    Telxon Corp................     5,801,250
    119,800    VeriFone, Inc.*............     2,935,100
                                            ------------
                                              18,423,850
                                            ------------
               Computer Software & Services--5.0%
    220,000    American Management
                 Systems, Inc.*...........     4,262,500
     49,800    Analysts International
                 Corp.....................     1,157,850
    241,800    Continuum Co., Inc.*.......     7,193,550
     25,000    McAffee Associates,
                 Inc.*....................  $    725,000
    200,050    National Data Corp.........     3,475,869
    275,000    Primark Corp.*.............     3,953,125
     95,000    Sterling Software, Inc.*...     3,313,125
    124,200    Westcott Communications,
                 Inc.*....................     1,723,275
                                            ------------
                                              25,804,294
                                            ------------
               Consumer Products--2.5%
     35,300    Block Drug Co., Inc........     1,235,500
    275,000    Fedders Corp.*.............     1,478,125
    550,000    Fedders USA, Inc.*.........     4,056,250
    265,400    Libbey, Inc................     4,943,075
     75,000    Russ Berrie & Co., Inc.....     1,078,125
                                            ------------
                                              12,791,075
                                            ------------
               Consumer Services--.8%
    235,000    Regis Corp.*...............     4,347,500
                                            ------------
               Containers & Packaging--0.6%
     24,200    AptarGroup Inc.............       692,725
    127,800    Interpool, Inc.*...........     1,853,100
     32,200    U.S. Can Corp.*............       684,250
                                            ------------
                                               3,230,075
                                            ------------
               Drugs & Medical Supplies--2.8%
     70,000    Abbey Healthcare Group*....     2,563,750
    248,400    Endosonics Corp.*..........     1,987,200
     27,700    Healthdyne, Inc.*..........       283,925
     14,800    Healthdyne Technologies,
                 Inc.*....................       175,750
     38,400    Heart Technology, Inc.*....       720,000
     50,000    Marsam Pharmaceuticals,
                 Inc.*....................       718,750
    105,100    Sofamor/Danek Group,
                 Inc.*....................     2,574,950
    150,000    Sybron International
                 Corp.*...................     5,400,000
                                            ------------
                                              14,424,325
                                            ------------
               Electrical Equipment--0.8%
    187,000    Belden, Inc................     4,114,000
     13,500    Cable Design Technologies
                 Corp.*...................       202,500
                                            ------------
                                               4,316,500
                                            ------------
</TABLE>
 
                                      -6-     See Notes to Financial Statements.
<PAGE>
PRUDENTIAL GROWTH OPPORTUNITY FUND, INC.
<TABLE>
<CAPTION>
                                            Value
Shares               Description           (Note 1)

  <C>          <S>                          <C>
               Electronics--7.9%
     43,100    Actel Corp.*...............  $    549,525
     10,300    Advance Circuits, Inc.*....       142,913
    108,100    Burr-Brown Corp............     1,959,312
    200,000    Cirrus Logic, Inc.*........     6,800,000
    130,600    Kemet Corp.*...............     4,913,825
    425,000    Marshall Industries,
                 Inc.*....................    11,050,000
    505,000    Methode Electronics,
                 Inc......................     7,953,750
    170,000    Woodhead Industries,
                 Inc......................     3,400,000
    111,500    Zilog Inc.*................     3,986,125
                                            ------------
                                              40,755,450
                                            ------------
               Engineering & Construction--0.3%
    126,200    Baker (Michael) Corp.*.....       496,125
     48,500    Valmont Industries, Inc....       994,250
                                            ------------
                                               1,490,375
                                            ------------
               Environmental Services--1.1%
    216,000    BHA Group, Inc.............     2,484,000
    286,300    USA Waste Services,
                 Inc.*....................     3,399,812
                                            ------------
                                               5,883,812
                                            ------------
               Financial Services--1.1%
    104,200    Finova Group Inc...........     3,438,600
    165,000    McDonald & Co. Investments,
                 Inc......................     2,351,250
                                            ------------
                                               5,789,850
                                            ------------
               Food & Beverages--3.6%
     25,000    Dole Food Inc..............       725,000
    288,000    JP Foodservice Inc.*.......     3,312,000
    394,300    Michaels Foods, Inc........     4,337,300
    490,000    Rykoff-Sexton, Inc.........     7,717,500
    207,000    Sanderson Farms, Inc.......     2,432,250
                                            ------------
                                              18,524,050
                                            ------------
               Forest Products--2.7%
    308,500    Mercer International,
                 Inc.*....................     4,473,250
    150,200    Mosinee Paper Corp.........     4,092,950
    107,500    Pentair, Inc...............  $  4,541,875
     47,900    Wausau Paper Mills Co......     1,065,775
                                            ------------
                                              14,173,850
                                            ------------
               Health Care Services--0.8%
    139,500    National Health Labs
                 Hldgs.*..................     2,092,500
    450,000    Unilab Corp.*..............     2,306,250
                                            ------------
                                               4,398,750
                                            ------------
               Hospital Management--2.5%
    180,000    Coastal Healthcare Group,
                 Inc.*....................     4,905,000
    233,700    Physician Corp. of
                 America*.................     5,258,250
     11,300    Right CHOICE Managed
                 Care*....................       203,400
    112,200    Universal Health Services,
                 Inc.*....................     2,833,050
                                            ------------
                                              13,199,700
                                            ------------
               Industrials--5.9%
     70,700    Amcast Industrial Corp.....     1,414,000
    130,500    Carlisle Companies, Inc....     4,795,875
     90,800    Figgie International,
                 Inc......................       817,200
     21,900    Insituform Mid-America,
                 Inc......................       229,950
    205,000    Johnstown America
                 Industries Inc.*.........     2,767,500
    250,000    Mark IV Industries, Inc....     5,125,000
    142,600    Medalist Industries,
                 Inc.*....................       819,950
    108,900    Rogers Corp.*..............     5,853,375
    204,500    Schulman (A.), Inc.........     6,237,250
    104,050    Varlen Corp................     2,367,137
                                            ------------
                                              30,427,237
                                            ------------
               Information Services--0.9%
    210,000    American Business
                 Information, Inc.*.......     4,567,500
                                            ------------
</TABLE>
 
                                      -7-     See Notes to Financial Statements.
<PAGE>
PRUDENTIAL GROWTH OPPORTUNITY FUND, INC.
<TABLE>
<CAPTION>
                                            Value
Shares               Description           (Note 1)

  <C>          <S>                          <C>
               Insurance--1.3%
    166,000    AmVestors Financial
                 Corp.*...................  $  1,743,000
    120,000    Life Re Corp...............     2,325,000
    221,400    Philadelphia Consolidated
                 Holding Corp.*...........     2,767,500
                                            ------------
                                               6,835,500
                                            ------------
               Leisure--0.9%
    348,800    Topps Co., Inc.............     2,223,600
    120,000    WMS Industries Inc.*.......     2,490,000
                                            ------------
                                               4,713,600
                                            ------------
               Machinery & Equipment--7.3%
    162,900    Bearings, Inc..............     4,948,087
    360,000    Brenco, Inc................     4,545,000
    126,100    GATX Corp..................     5,642,975
    160,000    Gerber Scientific, Inc.....     2,300,000
    111,600    Maverick Tube Corp.*.......       990,450
    325,000    Measurex Corp..............     8,084,375
    440,000    Regal Beloit Corp..........     6,875,000
    161,400    Roper Industries...........     4,337,625
                                            ------------
                                              37,723,512
                                            ------------
               Media--0.5%
    150,000    Valassis Communications,
                 Inc.*....................     2,737,500
                                            ------------
               Non-Ferrous Metals--0.1%
     18,200    Cleveland-Cliffs Inc.......       700,700
                                            ------------
               Oil & Gas Exploration/Production--4.4%
     30,800    Cabot Oil & Gas Corp.......       487,256
    120,000    Diamond Shamrock, Inc......     3,165,000
     45,100    Dreyfus Natural Gas
                 Corp.*...................       648,313
    360,000    International Colin Energy
                 Co.*.....................     2,025,000
    270,814    KN Energy, Inc.............     6,499,536
    135,700    Lomak Petroleum, Inc.*.....       949,900
    300,100    Mesa, Inc.*................     1,838,112
    103,400    Mitchell Energy & Dev.
                 Corp., Class A...........  $  1,861,200
    145,050    Mitchell Energy & Dev.
                 Corp., Class B...........     2,556,506
    120,000    Western Gas Resources,
                 Inc......................     2,655,000
                                            ------------
                                              22,685,823
                                            ------------
               Oil Services--0.8%
    200,000    Dreco Energy Services
                 Ltd.*....................     2,550,000
    225,000    Pride Petroleum Services,
                 Inc.*....................     1,546,875
                                            ------------
                                               4,096,875
                                            ------------
               Publishing--0.3%
     63,600    Central Newspapers, Inc....     1,661,550
                                            ------------
               Realty--1.1%
    100,000    Duke Reality Investments,
                 Inc......................     2,650,000
    120,000    Equity Residential Property
                 Trust....................     3,120,000
                                            ------------
                                               5,770,000
                                            ------------
               Restaurants--0.2%
    124,600    Buffets, Inc.*.............     1,183,700
                                            ------------
               Retail--3.3%
    726,480    Neostar Retail Group
                 Inc.*....................     8,899,380
    388,000    Stride Rite Corp...........     4,898,500
    110,000    Tiffany & Co...............     3,410,000
                                            ------------
                                              17,207,880
                                            ------------
               Specialty Chemicals--6.0%
    300,800    Brush Wellman, Inc.........     5,301,600
    250,000    Cabot Corp.................     9,218,750
     75,000    Potash Corp................     3,337,500
    180,000    Raychem Corp...............     7,312,500
    155,000    Vigoro Corp................     5,735,000
                                            ------------
                                              30,905,350
                                            ------------
</TABLE>
 
                                      -8-     See Notes to Financial Statements.
<PAGE>
PRUDENTIAL GROWTH OPPORTUNITY FUND, INC.
<TABLE>
<CAPTION>
                                            Value
Shares               Description           (Note 1)

  <C>          <S>                          <C>
               Steel--5.4%
    100,000    Huntco, Inc................  $  2,025,000
     10,200    Lukens, Inc................       310,466
    200,000    Quanex Corp................     4,550,000
    570,000    Trinity Industries, Inc....    21,303,750
                                            ------------
                                              28,189,216
                                            ------------
               Transportation--6.2%
    246,250    Air Express International
                 Corp.....................     6,279,375
    347,800    Expeditors International of
                 Washington, Inc..........     7,303,800
    263,600    Harper Group, Inc..........     4,613,000
    335,000    Kansas City Southern
                 Industries, Inc.*........    13,609,375
     66,700    WorldCorp, Inc.*...........       641,988
                                            ------------
                                              32,447,538
                                            ------------
               Trucking & Shipping--0.5%
    123,800    American President Cos.,
                 Ltd......................     2,708,125
                                            ------------
               Utility--0.1%
     35,900    AES China Generating*......  $    309,638
                                            ------------
               Total common stocks
                 (cost $415,251,201)......   469,779,413
                                            ------------
 
<CAPTION>
  Principal
   Amount      SHORT-TERM INVESTMENT
    (000)      Repurchase Agreement--11.4%
  ---------
  <C>          <S>                          <C>
  $  58,914    Joint Repurchase Agreement Account,
               6.29%, 4/3/95, (Note 5)
               (cost $58,914,000).........    58,914,000
                                            ------------
               Total Investments--101.8%
               (cost $474,165,201; Note
                 4).......................   528,693,413
               Liabilities in excess of
                 other
                 assets--(1.8%)...........    (9,258,343)
                                            ------------
               Net Assets--100%...........  $519,435,070
                                            ------------
                                            ------------
</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.

                                      -9-     See Notes to Financial Statements.
<PAGE>
 PRUDENTIAL GROWTH OPPORTUNITY FUND, INC.
 Statement of Assets and Liabilities
 (Unaudited)
<TABLE>
<CAPTION>
Assets                                                                        
             March 31, 1995
                                                                              
             --------------
<S>                                                                           
             <C>
Investments, at value (cost
$474,165,201)................................................    $528,693,413
Cash.........................................................................
 ............          29,317
Receivable for investments
sold..........................................................       9,477,369
Receivable for Fund shares
sold..........................................................         990,646
Dividends and interest
receivable........................................................        
577,341
Other
assets.......................................................................
 ......          16,332
                                                                              
             --------------
  Total
assets.......................................................................
 ....     539,784,418
                                                                              
             --------------
Liabilities
Payable for investments
purchased........................................................     
15,684,800
Payable for Fund shares
reacquired.......................................................      
3,827,789
Distribution fee
payable.................................................................      
  302,772
Management fee
payable...................................................................    
    299,911
Accrued
expenses.....................................................................
 ....         234,076
                                                                              
             --------------
  Total
liabilities..................................................................
 ....      20,349,348
                                                                              
             --------------
Net
Assets.......................................................................
 ........    $519,435,070
                                                                              
             --------------
                                                                              
             --------------
Net assets were comprised of:
  Common stock, at
par...................................................................    $   
440,983
  Paid-in capital in excess of
par.......................................................     456,076,824
                                                                              
             --------------
                                                                              
               456,517,807
  Undistributed net investment
income....................................................       1,902,134
  Accumulated net realized gain on
investments...........................................       6,486,917
  Net unrealized appreciation on
investments.............................................      54,528,212
                                                                              
             --------------
Net assets, March 31,
1995...............................................................   
$519,435,070
                                                                              
             --------------
                                                                              
             --------------
Class A:
  Net asset value and redemption price per share
    ($203,556,729 / 16,854,425 shares of common stock issued and
outstanding)............          $12.08
  Maximum sales charge (5.0% of offering
price)..........................................             .64
                                                                              
             --------------
  Maximum offering price to
public.......................................................          $12.72
                                                                              
             --------------
                                                                              
             --------------
Class B:
  Net asset value, offering price and redemption price per share
    ($315,089,405 / 27,175,839 shares of common stock issued and
outstanding)............          $11.59
                                                                              
             --------------
                                                                              
             --------------
Class C:
  Net asset value, offering price and redemption price per share
    ($788,936 / 68,045 shares of common stock issued and
outstanding)....................          $11.59
                                                                              
             --------------
                                                                              
             --------------
</TABLE>
 
See Notes to Financial Statements.
                                      -10-
<PAGE>
 PRUDENTIAL GROWTH OPPORTUNITY FUND, INC.
 Statement of Operations
 (Unaudited)
<TABLE>
<CAPTION>
                                          Six Months
                                            Ended
                                          March 31,
Net Investment Loss                          1995
                                         ------------
<S>                                      <C>
Income
  Dividends (net of foreign withholding
    taxes of $6,227)...................  $  2,951,888
  Interest.............................       839,628
                                         ------------
  Total income.........................     3,791,516
                                         ------------
Expenses
  Distribution fee--Class A............       155,743
  Distribution fee--Class B............     1,812,531
  Distribution fee--Class C............         2,463
  Management fee.......................     1,706,577
  Transfer agent's fees and expenses...       516,000
  Reports to shareholders..............       185,000
  Custodian's fees and expenses........       124,000
  Registration fees....................       117,000
  Audit fee............................        25,000
  Franchise taxes......................        22,000
  Directors' fees......................        15,000
  Legal fees...........................        15,000
  Miscellaneous........................        10,401
                                         ------------
  Total expenses.......................     4,706,715
                                         ------------
Net investment loss....................      (915,199)
                                         ------------
Realized and Unrealized Gain
on Investments
Net realized gain on investment
  transactions.........................     7,882,944
Net change in unrealized appreciation
  of investments.......................    15,467,183
                                         ------------
Net gain on investments................    23,350,127
                                         ------------
Net Increase in Net Assets
Resulting from Operations..............  $ 22,434,928
                                         ------------
                                         ------------
</TABLE>
 
 PRUDENTIAL GROWTH OPPORTUNITY FUND, INC.
 Statement of Changes in Net Assets
 (Unaudited)
<TABLE>
<CAPTION>
                                               Year
                            Six Months        Ended
                              Ended         September
Increase (Decrease)         March 31,          30,
in Net Assets                  1995            1994
                           ------------    ------------
<S>                        <C>             <C>
Operations
  Net investment loss....  $   (915,199)   $ (3,041,729)
  Net realized gain on
    investments..........     7,882,944      44,673,230
  Net change in
    unrealized
    appreciation of
    investments..........    15,467,183     (38,737,408)
                           ------------    ------------
  Net increase in net
    assets
    resulting from
    operations...........    22,434,928       2,894,093
                           ------------    ------------
Net equalization
  credits................     1,457,753          70,234
                           ------------    ------------
Distributions from net
  capital
  gains (Note 1)
    Class A..............    (6,672,537)     (5,775,787)
    Class B..............   (28,252,159)    (24,227,795)
    Class C..............       (23,735)             --
                           ------------    ------------
                            (34,948,431)    (30,003,582)
                           ------------    ------------
Fund share transactions (net of
  conversion) (Note 6)
  Net proceeds from
    shares
    subscribed...........   161,924,864     433,710,426
  Net asset value of
    shares
    issued in
    reinvestment of
    distributions........    33,299,692      28,758,329
  Cost of shares
  reacquired.............  (193,582,909)   (377,490,019)
                           ------------    ------------
  Net increase in net
    assets
    from Fund share
    transactions.........     1,641,647      84,978,736
                           ------------    ------------
Total increase
  (decrease).............    (9,414,103)     57,939,481
Net Assets
Beginning of period......   528,849,173     470,909,692
                           ------------    ------------
End of period............  $519,435,070    $528,849,173
                           ------------    ------------
                           ------------    ------------
</TABLE>
 
See Notes to Financial Statements.        See Notes to Financial Statements.
                                      -11-
<PAGE>
 PRUDENTIAL GROWTH OPPORTUNITY FUND, INC.
 Notes to Financial Statements
 (Unaudited)

   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 AICPA 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 six months ended March 31, 1995, the Fund reclassified $915,199 of
net operating losses by increasing undistributed net investment income and
decreasing accumulated net realized gains. 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
                                      -12-
 <PAGE>
<PAGE>
such services. PMF has entered into a subadvisory agreement 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.

   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 Plans were .25 of 1% of the average daily
net assets of Class A shares and 1% of the average daily net assets of both the
Class B and C shares for the period ended March 31, 1995.

   PMFD has advised the Fund that it has received approximately $143,900 in
front-end sales charges resulting from sales of Class A shares during the six
months ended March 31, 1995. 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 six months ended March 31, 1995, it
received approximately $476,700 in contingent deferred sales charges imposed
upon certain redemptions by Class B shareholders.

   PMFD is a wholly-owned sudsidiary 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 six months ended March 31, 1995, the Fund incurred
fees of approximately $402,000 for the services of PMFS. As of March 31, 1995,
approximately $72,000 of such fees were due to PMFS.
                              
Note 4. Portfolio             Purchases and sales of invest-
Securities                    ment securities, other than
                              short-term investments, for the six months ended
March 31, 1995 were $140,095,199 and $196,788,467, respectively.

   The federal income tax basis of the Fund's investments at March 31, 1995 was
$474,361,144 and, accordingly, net unrealized appreciation for federal income
tax purposes was $54,528,212 (gross unrealized appreciation--$69,730,954 gross
unrealized depreciation--$15,202,742).
                              
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 March 31, 1995, the Fund
had a 7.6% undivided interest in the repurchase agreements in the joint account.
The undivided interest for the Fund represented $58,914,000 in principal amount.
As of such date, each repurchase agreement in the joint account and the
collateral therefor were as follows:

   Bear, Stearns & Co., Inc., 6.15%, in the principal amount of $30,000,000,
repurchase price $30,015,375, due 4/3/95. The value of the collateral including
accrued interest is $30,655,525.

   First Boston Corp., 6.30%, in the principal amount of $250,000,000,
repurchase price $250,131,250, due 4/3/95. The value of the collateral including
accrued interest is $255,156,250.

   Goldman Sachs & Co., 6.30%, in the principal amount of $250,000,000,
repurchase price $250,131,250, due 4/3/95. The value of the collateral including
accrued interest is $255,156,250.

   Smith Barney, Inc., 6.30%, in the principal amount of $250,000,000,
repurchase price $250,131,250, due 4/3/95. The value of the collateral including
accrued interest is $255,156,250.
                              
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%
                                      -13-
 <PAGE>
<PAGE>
during the first year. Commencing in February 1995, Class B shares automatically
convert to Class A shares on a quarterly basis approximately seven years after
purchase.

   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 six months ended March 31,
1995 and the fiscal year ended September 30, 1994 were as follows:
<TABLE>
<CAPTION>

Class A                          Shares          Amount
- ----------------------------   -----------    -------------
<S>                            <C>            <C>
Six months ended March 31,
  1995:
Shares sold.................     5,905,857    $  69,345,203
Shares issued in
  reinvestment of
  distributions.............       614,029        6,502,568
Shares reacquired...........    (6,382,008)     (72,762,585)
                               -----------    -------------
Net increase in shares
  outstanding
  before conversion.........       137,878        3,085,186
Shares issued upon
  conversion from Class B...     8,405,246       90,525,645
                               -----------    -------------
Net increase in shares
  outstanding...............     8,543,124    $  93,610,831
                               -----------    -------------
                               -----------    -------------
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
                               -----------    -------------
                               -----------    -------------
<CAPTION>
Class B                          Shares          Amount
- ----------------------------   -----------    -------------
<S>                            <C>            <C>
Six months ended March 31,
  1995:
Shares sold.................     8,252,743    $  91,754,915
Shares issued in
  reinvestment of
  distributions.............     2,601,937       26,773,935
Shares reacquired...........   (11,103,699)    (120,472,557)
                               -----------    -------------
Net decrease in shares
  outstanding
  before conversion.........      (249,019)      (1,943,707)
Shares reacquired upon
  conversion into Class A...    (8,075,336)     (90,525,645)
                               -----------    -------------
Net decrease in shares
  outstanding...............    (8,324,355)   $ (92,469,352)
                               -----------    -------------
                               -----------    -------------
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
                               -----------    -------------
                               -----------    -------------
<CAPTION>
Class C
- ----------------------------
<S>                            <C>            <C>
Six months ended March 31,
  1995:
Shares sold.................        74,170    $     824,746
Shares issued in
  reinvestment of
  distributions.............         2,254           23,189
Shares reacquired...........       (30,791)        (347,767)
                               -----------    -------------
Net increase in shares
  outstanding...............        45,633    $     500,168
                               -----------    -------------
                               -----------    -------------
August 1, 1994* through
  September 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>
                                      -14-
<PAGE>
 PRUDENTIAL GROWTH OPPORTUNITY FUND, INC.
 Financial Highlights
 (Unaudited)
<TABLE>
<CAPTION>
                                                                         Class
A
                                           
- -----------------------------------------------------------------
<S>                                         <C>            <C>          <C>   
              <C>
                                            Six Months
                                              Ended                     Year
Ended September 30,
                                            March 31,     
- --------------------------------------------------
                                              1995**        1994**          
1993**               1992**
                                            ----------     --------        
- --------             --------
                                            
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period....     $   12.40     $  13.06         $ 
11.25             $  10.16
                                            ----------     --------        
- --------             --------
                                            
Income from investment operations
Net investment income...................           .02           --           
  .03                  .02
Net realized and unrealized gain (loss)
  on investment transactions............           .50          .13           
 3.14                 1.47
                                             ----------    --------        
- --------             --------
                                            
  Total from investment operations......           .52          .13           
 3.17                 1.49
                                            ----------     --------        
- --------             --------
                                            
Less distributions
Dividends from net investment income....            --           --           
   --                   --
Distributions from net realized capital
  gains.................................          (.84)        (.79)          
(1.36)                (.40)
                                            ----------     --------         
- --------            --------
                                            
  Total distributions...................          (.84)        (.79)          
(1.36)                (.40)
                                            ----------     --------        
- --------             --------
                                            
Net asset value, end of period..........     $   12.08     $  12.40         $ 
13.06             $  11.25
                                            ----------     --------        
- --------             --------
                                            ----------     --------        
- --------             --------
                                                                              
     
                                            
TOTAL RETURN#:..........................          5.03%        1.13%          
30.42%               15.39%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000).........     $ 203,557     $103,078         $
94,842             $ 44,845
Average net assets (000)................     $ 124,937     $ 97,877         $
69,801             $ 36,011
Ratios to average net assets:
  Expenses, including distribution
    fees................................          1.37%*       1.33%          
 1.17%                1.33%
  Expenses, excluding distribution
    fees................................          1.12%*       1.09%          
  .97%                1.13%
  Net investment income.................           .15%*        .00%          
  .26%                 .19%
Portfolio turnover......................            30%          82%          
   68%                  99%

<CAPTION>
                                                         Class A
                                              ----------------------------------
                                                                   January 22,
                                                                     1990(D)
                                              Year Ended             Through
                                             September 30,        September 30,
                                                 1991                 1990
                                               --------           -------------
<S>                                         <C>                   <C>

PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period....        $  7.36             $    8.55
                                               --------           -------------

Income from investment operations
Net investment income...................            .05                   .09
Net realized and unrealized gain (loss)
  on investment transactions............           2.82                 (1.20)
                                               --------           -------------

  Total from investment operations......           2.87                 (1.11)
                                               --------           -------------

Less distributions
Dividends from net investment income....           (.07)                 (.08)
Distributions from net realized capital
  gains.................................             --                    --
                                               --------           -------------
                                                                  
  Total distributions...................           (.07)                 (.08)
                                               --------           -------------
Net asset value, end of period..........        $ 10.16             $    7.36
                                               --------           -------------
                                               --------           -------------
                                                                  
                                                                  
TOTAL RETURN#:..........................          39.39%               (13.19)%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000).........        $25,165             $  17,222
Average net assets (000)................        $20,650             $ 132,627
Ratios to average net assets:
  Expenses, including distribution
    fees................................           1.50%                 1.61%*
  Expenses, excluding distribution
    fees................................           1.30%                 1.42%*
  Net investment income.................            .59%                 1.54%*
Portfolio turnover......................            111%                   79%
</TABLE>
 
- ---------------
   * Annualized.
  ** Calculated based upon weighted average shares outstanding during 
     the period.
 (D) Commencement of offering of Class A shares.
   # 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.
See Notes to Financial Statements.
                                      -15-
<PAGE>
 PRUDENTIAL GROWTH OPPORTUNITY FUND, INC.
 Financial Highlights
 (Unaudited)
<TABLE>
<CAPTION>
                                                                         Class
B                                   Class C
                                           
- -----------------------------------------------------------------     ----------
<S>                                         <C>          <C>        <C>       
<C>        <C>        <C>          <C>
                                            Six Months                        
                                   Six Months
                                              Ended                    Year
Ended September 30,                     Ended
                                            March 31,   
- ----------------------------------------------------     March 31,
                                              1995**      1994**     1993**   
 1992**      1991       1990         1995**
                                            ----------   --------   --------  
- --------   --------   --------     ----------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period....     $   11.99   $  12.74   $  11.08  
$  10.11   $   7.34   $   9.11       $11.99
                                            ----------   --------   --------  
- --------   --------   --------     ----------
Income from investment operations
Net investment income (loss)............          (.03)      (.09)      (.06) 
    (.07)      (.02)       .07         (.03)
Net realized and unrealized gain (loss)
  on investment transactions............           .47        .13       3.08  
    1.44       2.82      (1.75)         .47
                                            ----------   --------   --------  
- --------   --------   --------     ----------
  Total from investment operations......           .44        .04       3.02  
    1.37       2.80      (1.68)         .44
                                            ----------   --------   --------  
- --------   --------   --------     ----------
Less distributions
Dividends from net investment income....            --         --         --  
      --       (.03)      (.09)          --
Distributions from net realized capital
  gains.................................          (.84)      (.79)     (1.36) 
    (.40)        --         --         (.84)
                                            ----------   --------   --------  
- --------   --------   --------     ----------
  Total distributions...................          (.84)      (.79)     (1.36) 
    (.40)      (.03)      (.09)        (.84)
                                            ----------   --------   --------  
- --------   --------   --------     ----------
Net asset value, end of period..........     $   11.59   $  11.99   $  12.74  
$  11.08   $  10.11   $   7.34       $11.59
                                            ----------   --------   --------  
- --------   --------   --------     ----------
                                            ----------   --------   --------  
- --------   --------   --------     ----------
TOTAL RETURN#:..........................          4.60%       .34%     29.40% 
   14.27%     38.33%    (18.63)%       4.60%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000).........     $ 315,089   $425,502   $376,068  
$172,018   $118,660   $ 86,440       $  789
Average net assets (000)................     $ 363,502   $399,920   $278,659  
$154,601   $104,508   $132,622       $  494
Ratios to average net assets:
  Expenses, including distribution
    fees................................          2.12%*     2.09%      1.97% 
    2.13%      2.30%      2.18%        2.12%*
  Expenses, excluding distribution
    fees................................          1.12%*     1.09%       .97% 
    1.13%      1.30%      1.28%        1.12%*
  Net investment income (loss)..........          (.60)%*    (.76)%     (.54)% 
   (.61)%     (.21)%      .91%        (.60)%*
Portfolio turnover......................            30%        82%        68% 
      99%       111%        79%          30%
<CAPTION>
                                            Class C
                                           ----------
                                            August 1,
                                              1994@
                                             Through
                                          September 30,
                                             1994**
                                            -------
<S>                                         <C>

PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period....     $ 11.61
                                              ------
 
Income from investment operations
Net investment income (loss)............        (.01)
Net realized and unrealized gain (loss)
  on investment transactions............         .39
                                              ------
 
  Total from investment operations......         .38
                                              ------
 
Less distributions
Dividends from net investment income....          --
Distributions from net realized capital
  gains.................................          --
                                              ------
 
  Total distributions...................          --
                                              ------
 
Net asset value, end of period..........     $ 11.99
                                              ------
                                              ------
 
TOTAL RETURN#:..........................        3.19%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000).........     $   269
Average net assets (000)................     $   179
Ratios to average net assets:
  Expenses, including distribution
    fees................................        2.22%*
  Expenses, excluding distribution
    fees................................        1.22%*
  Net investment income (loss)..........        (.31)%*
Portfolio turnover......................          82%
</TABLE>
 
- ---------------
   * Annualized.
  ** Calculated based upon weighted average shares outstanding during the 
     period.
   @ Commencement of offering of Class C shares.
   # 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.
See Notes to Financial Statements.
                                      -16-



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