U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer: Prudential Small Companies Fund, Inc.,
Gateway Center Three, Newark, New Jersey 07102.
2. Name of each series or class of funds for which this notice is filed:
Class A, Class B, Class C and Class Z Shares.
3. File Number: 2-68723.
4. Last day of fiscal year for which this notice is filed: September 30,
1996.
5. Check box if this notice is being filed more than 180 days after the
close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of the
issuer's 24f-2 declaration: [ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable (see instruction A.6):
7. Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant
to rule 24f-2 in a prior fiscal year, but which remained unsold at the
beginning of the fiscal year: None/$0
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2: None
9. Number and aggregate sale price of securities sold during the fiscal
year: 42,711,034/$594,222,804.
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
42,711,034/$594,222,804.
11. Number and aggregate sale price of securities issued during the fiscal year
in connection with dividend reinvestment plans, if applicable (see
instruction B.7):
2,183,443/$27,854,955.
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2 (from item 10): $594,222,804
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): + 27,854,955
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): (584,929,737)
(iv) Aggregate price of shares redeemed or
repurchased and previously applied
as a reduction to filing fees
pursuant to rule 24e-2
(if applicable): - 0 -
(v) Net aggregate price of securities
sold and issued during the fiscal
year in reliance of rule 24f-2
[line (i), plus line (ii), less line
(iii), plus line (iv)]
(if applicable): 37,148,022
(vi) Multiplier prescribed by section
6(b) of the Securities Act of 1933
or other applicable law or regulation
(see instruction C.6): X 1/3300
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 11,256.98
Instructions: Issuers should complete lines (ii), (iii), (iv) and (v) only if
the form is being filed within 60 days after the close of the issuer's
fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a). [ ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository:
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
/s/ S. Jane Rose
By: S. Jane Rose, Secretary
Date: November 27, 1996
November 27, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Prudential Small Companies Fund, Inc.
File No. 2-68723
Ladies and Gentlemen:
On behalf of Prudential Small Companies Fund, Inc., enclosed for filing
under the Investment Company Act of 1940 are:
(l) One copy of the Rule 24f-2 Notice; and
(2) Opinion of counsel
The required fee has been wired to the Commission's designated lock box at
Mellon Bank.
If you have any questions relating to the foregoing, please call the
undersigned at (212) 214-2189.
Very truly yours,
/s/ Robert A. Nisi
Robert A. Nisi
Assistant Secretary
RAN/rn
Enclosures
Prudential Small Companies Fund, Inc. -2-
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) 558-3792 (250 Park Avenue)1701 PENNSYLVANIA AVE, N.W. WASHINGTON,
D.C. 20006-5805
444 SOUTH FLOWER STREET, LOS ANGELES 90071-2901
8, PLACE VENDOME, 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
NINE QUEEN'S ROAD, CENTRAL, HONG KONG
U U U DO NOT ALTER OR DELETE ANY CODES ABOVE THIS COMMENT BOX U U U
November 18, 1996
Prudential Small Companies 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 42,711,034 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 of the laws of any other jurisdiction.
We have relied as to certain matters on information obtained from
public officials, officers of the Company 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,
Sullivan & Cromwell
PRUDENTIAL SMALL COMPANIES FUND, INC.
TREASURER'S CERTIFICATE
The undersigned, Treasurer of Prudential Small Companies Fund, Inc., a
Maryland corporation (the "Fund"), does hereby certify as follows:
1. For the fiscal year ended September 30, 1996, the Fund
issued 42,711,034 shares of Common Stock, $.01 par value
consisting of 30,402,581 Class A shares, 10,658,514 Class B
shares, 402,789 Class C shares and 1,247,150 Class Z shares.
2. In respect of the issuance of such 42,711,034 shares
consisting of 30,402,581 Class A shares, 10,658,514 Class B
shares, 402,789 Class C shares and 1,247,150 Class Z shares,
the Fund received cash consideration of $594,222,804
consisting of $429,361,934 for Class A shares, $141,459,603
for Class B shares, $5,369,146 for Class C shares and
$18,032,121 for Class Z shares.
3. In addition to the foregoing, for the fiscal year ended
September 30, 1996, the Fund issued 2,183,443 shares of
common stock, $.01 par value, representing reinvested
dividends, consisting of 835,885 Class A shares, 1,340,218
Class B shares and 7,340 Class C shares. In respect of such
issuance, the Fund received cash consideration of
$27,854,955 (consisting of $10,983,529 for Class A shares,
$16,779,529 for Class B shares and $91,897 for Class C
shares.
4. With respect to each share issued, the Fund received cash
consideration not less than the net asset value per share on
the date issued and not less than $.01.
5. At no time during the fiscal year were there issued and
outstanding more shares of the Fund's Common Stock than
authorized by the Articles of Incorporation.
6. To the best of my knowledge and belief, the Fund is in good
standing in the State of Maryland.
In Witness Whereof, I have hereunto signed my name as Treasurer of the
Fund.
Date: November 27, 1996
(SEAL)
Eugene S. Stark
