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 Company Fund,
Inc.
100 Mulberry Street
Gateway Center Three
Newark, NJ 07102-4077
2. Name of each series or class of securities for which this
Form is filed (If the Form is being filed for all series and
classes of securities of the issuer, check the box but do not
list series or classes):
[X
]
3. Investment Company Act File Number:
811-3084
Securities Act File Number: 2-68723
4(a).Last day of fiscal year for which this
notice is filed: September 30, 2000.
(b).[ ] Check box if this Form is being
filed late (i.e. more than 90 calendar
days after the end of the issuer's
fiscal year). (See Instruction A.2)
Note: If the Form is being filed late,
interest must be paid on the
registration fee due.
4(c).[ ] Check box if this is the last time
the issuer will be filing this Form.
5. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24(f):
$468,663,754
(ii) Aggregate price of securities
redeemed or
repurchased during the fiscal year
(if applicable):
$730,274,533
iii) Aggregate price of securities
redeemed or repurchased
during any prior fiscal year
ending no earlier than October 11,1995 that
were not previously used to reduce registration
fees payable to the Commission. $125,963,178__
(iv) Total available redemption credits
[add items 5(ii) and 5(iii)].
$856,237,711
(v) Net sales - If item 5(i)is greater
than Item 5 (iv) [subtract item
5(iv)
from item 5(i). $__-0-
_____
(vi) Redemption credits available for use in
future years.-if item 5(i)is less than item 5(iv)
[subtract item 5(i)from item (5(iv)]
$387,573,957
(vii) Multiplier for determining
registration
fee. (See instruction C.9): X
.000250 _
(viii) Registration fee due [multiply item
5(v) by item 5 (vii)] enter "0"
if
no fee is due. = $ -
0-
6. Prepaid Shares
If the response to item 5(i) was
determined by deducting an amount of
securities that were registered under
the Securities Act of 1933 pursuant to
rule 24e-2 as in effect before October
11, 1997, then report the amount of
securities (number of shares or other
units) deducted here: -0-____. If there
is a number of shares or other units
that were registered pursuant to rule
24e-2 remaining unsold at the end of
the fiscal year for which this form is
filed that are available for use by the
issuer in future fiscal years, then
state that number here: -0- .
7. Interest due - if this Form is being filed more than 90
days after the end of the issuer's fiscal year (See Instruction
D): +$ _-0-_______
8. Total amount of the registration fee
due
plus any interest due [line 5(viii)
plus
line 7]: =$
-0-
9. Date the registration fee and any interest
payment was sent to the Commission's
lockbox
depository: N/A
Method of Delivery: N/A
[ ] Wire Transfer
[ ] Mail or other means
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.
By (Signature and Title) /s/ Marguerite
E.H. Morrison
Marguerite E.H. Morrison
Secretary
Date: December 22, 2000
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