November 27, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Amended Rule 24f-2 Notice for Prudential Growth Opportunity
Fund, Inc.
Registration Statement on Form N-1A (File No. 2-68723)
Ladies and Gentlemen:
This amended 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 amounts of $7,582.71 to the
Securities and Exchange Commission in payment of the fee as calculated below
($4,397.97 was paid in connection with the notice filed on November 15, 1995 and
$3,184.71 was paid in connection with the filing of this amended notice).
*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 1/29 of 1% $ 7,582.71
Fee paid at 1/50 of 1% 4,397.97
Additional fee paid
3,184.74
Very truly yours,
s/s S/ Jane Rose
S. Jane Rose
Secretary
SJR/ln
Enclosure
