November 14, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Rule 24f-2 Notice for Prudential Growth Opportunity
Fund, Inc.
Registration Statement on Form N-1A (File No. 2-68723)
Ladies and Gentlemen:
This Notice is filed on behalf of Prudential Growth Opportunity Fund,
pursuant to the requirements of Rule 24f-2 under the Investment Company Act of
1940.
1. Fiscal year for which notice is filed: 9/30/95.
2. Number of shares registered under the Securities Act of 1933 other
than pursuant to Rule 24f-2 but which remained unsold as of the beginning of the
fiscal year (10/1/94): None.
3. The number of shares registered during the fiscal year
ended 9/30/95 other than pursuant to Rule 24f-2: None.
4. The number of shares sold* during the fiscal year ended 9/30/95:
35,566,443.
5. The number of shares sold during the fiscal year ended
9/30/95 in reliance upon Rule 24f-2: 35,566,443.
Pursuant to the requirements of Rule 24f-2, enclosed is the required
opinion of counsel. I have previously forwarded the amount of $4,397.97 to the
Securities and Exchange Commission in payment of the fee as calculated below.
*Calculation of Fee No. of Shares Dollar Amount
Shares sold 35,566,443 $422,616,295
Shares
redeemed (33,273,799) (400,626,446)
Net of sales for calculation
of fee 2,292,644 21,989,849
Fee at 1/50 of 1% $ 4,397.97
Very truly yours,
/s/ S. Jane Rose
S. Jane Rose
Secretary
SJR/ln
Enclosure
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SULLIVAN & CROMWELL
NEW YORK TELEPHONE: (212) 558-4000
TELEX: 62694 (INTERNATIONAL) 127816 (DOMESTIC)
125 Broad Street, New York 10004-2498
CABLE ADDRESS:
LADYCOURT, NEW YORK __________
FACSIMILE: (212) 558-3588 (125 Broad Street)
250 PARK AVENUE, NEW YORK 10177-0021
(212) 5583792 (250 Park Avenue)
1701 PENNSYLVANIA AVE, N.W. WASHINGTON, D.C. 20006-5805 444
SOUTH FLOWER STREET, LOS ANGELES 90071-2901
8, PLACE VEND ME, 75001 PARIS
ST. OLAVE'S HOUSE, 9a IRONMONGER LANE, LONDON EC2V 8EY 101
COLLINS STREET, MELBOURNE 3000
2-1, MARUNOUCHI I-CHOME, CHIYODA-KU, TOKYO 100
GLOUCESTER TOWER, 11 PEDDER STREET, HONG KONG
November 14, 1995
Prudential Growth Opportunity Fund, Inc.,
One Seaport Plaza,
New York, New York 10292.
Dear Sirs:
You have requested our opinion in connection with the notice which
you propose to file pursuant to Rule 24f-2 under the Investment Company Act of
1940 with respect to 35,566,443 shares of your Common Stock, $.01 par value
the "Shares").
As your counsel, we are familiar with your organization and
corporate status and the validity of your Common Stock.
We advise you that, in our opinion, the Shares are legally and
validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the Federal laws of the United
States and the General Corporation Laws of the State of Maryland, and we are
expressing no opinion as to the effect by the laws of any other jurisdiction.
<PAGE> 2
We have relied as to certain matters on information obtained from
public officers, your employees and other sources believed by us to be
responsible.
We consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the notice referred to above. In giving
such consent, we do not thereby admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933.
Very truly yours,
/s/ Sullivan & Cromwell Sullivan &
Cromwell
