PRUDENTIAL EQUITY FUND, 485APOS, 1994-07-07

PRUDENTIAL EQUITY FUND
485APOS, 1994-07-07

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 7, 1994

REGISTRATION NO. 2-75128
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

------------------------

FORM N-1A

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 /X/

PRE-EFFECTIVE AMENDMENT NO. / /

POST-EFFECTIVE AMENDMENT NO. 18 /X/

AND/OR

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 19 /X/

(Check appropriate box or boxes)

------------------------

PRUDENTIAL EQUITY FUND, INC.
(Exact name of registrant as specified in charter)

ONE SEAPORT PLAZA,
NEW YORK, NEW YORK 10292
(Address of Principal Executive Offices) (Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 214-1250

S. JANE ROSE, ESQ.
ONE SEAPORT PLAZA
NEW YORK, NEW YORK 10292

(Name and Address of Agent for Service of Process)

Approximate date of proposed public offering:

As soon as practicable after the effective
date of the Registration Statement.

It is proposed that this filing will become effective
(check appropriate box):

/ / immediately upon filing pursuant to paragraph (b)

/ / on (date) pursuant to paragraph (b)

/X/ 60 days after filing pursuant to paragraph (a)

/ / on (date) pursuant to paragraph (a), of Rule 485.

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant
has previously registered an indefinite number of shares of its Common Stock par
value $.01 per share. The Registrant filed a notice under such Rule for its
fiscal year ended December 31,1993 on February 28, 1994.

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<PAGE>
CROSS REFERENCE SHEET
(AS REQUIRED BY RULE 495)

<TABLE>
<CAPTION>
N-1A ITEM NO. LOCATION
- ----------------------------------------------- ----------------------------------
<S> <C> <C> <C>
PART A
Item 1. Cover Page........................ Cover Page
Item 2. Synopsis.......................... Fund Expenses; Fund Highlights
Item 3. Condensed Financial Information... Fund Expenses; Financial
Highlights; How the Fund
Calculates Performance
Item 4. General Description of
Registrant........................ Cover Page; Fund Highlights; How
the Fund Invests; General
Information
Item 5. Management of Fund................ Financial Highlights; How the Fund
is Managed; General Information
Item 6. Capital Stock and Other
Securities........................ Taxes, Dividends and
Distributions; General Information
Item 7. Purchase of Securities Being
Offered........................... Shareholder Guide; How the Fund
Values its Shares
Item 8. Redemption or Repurchase.......... Shareholder Guide; How the Fund
Values its Shares; General
Information
Item 9. Pending Legal Proceedings......... Not Applicable

PART B
Item 10. Cover Page........................ Cover Page
Item 11. Table of Contents................. Table of Contents
Item 12. General Information and History... General Information and History
Item 13. Investment Objectives and
Policies.......................... Investment Objective and Policies;
Investment Restrictions
Item 14. Management of the Fund............ Directors and Officers; Manager;
Distributor
Item 15. Control Persons and Principal
Holders of Securities............. Not Applicable
Item 16. Investment Advisory and Other
Services.......................... Manager; Distributor; Custodian,
Transfer and Dividend Disbursing
Agent and Independent Accountants
Item 17. Brokerage Allocation and Other
Practices......................... Portfolio Transactions and
Brokerage
Item 18. Capital Stock and Other
Securities........................ Not Applicable
Item 19. Purchase, Redemption and Pricing
of Securities Being Offered....... Purchase and Redemption of Fund
Shares; Shareholder Investment
Account; Net Asset Value
Item 20. Tax Status........................ Dividends, Distributions and Taxes
Item 21. Underwriters...................... Distributor
Item 22. Calculation of Performance Data... Performance Information
Item 23. Financial Statements.............. Financial Statements

PART C
Information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Post-Effective Amendment
to the Registration Statement.
</TABLE>

<PAGE>

The Prospectus and Statement of Additional Information are incorporated by
reference in their entirety from Post-Effective Amendment No. 17 to Registrant's
Registration Statement (File No. 2-75128) filed on May 9, 1994.

<PAGE>
PART C
OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.

(A) FINANCIAL STATEMENTS:

(1) Financial statements included in the Prospectus constituting Part A of
this Registration Statement:
Financial Highlights

(2) Financial statements included in the Statement of Additional Information
constituting Part B of this Registration Statement:

Portfolio of Investments at December 31, 1993.

Statement of Assets and Liabilities at December 31, 1993.

Statement of Operations for the year ended December 31, 1993.

Statement of Changes in Net Assets for the years ended December
31, 1993 and December 31, 1992.

Notes to Financial Statements.

Financial Highlights.

Report of Independent Accountants.

(B) EXHIBITS:

1. (a) Articles of Incorporation, as amended, incorporated by reference to
Exhibit 1 to Post-Effective Amendment No. 2 to the Registration
Statement on Form N-1A (File No. 2-75128).

(b) Amendment to Articles of Incorporation, incorporated by reference to
Exhibit 1 to Post-Effective Amendment No. 8 to the Registration Statement
on Form N-1A (File No. 2-75128).

(c) Amendment to Articles of Incorporation, incorporated by reference to
Exhibit 1 to Post-Effective Amendment No. 9 to the Registration Statement
on Form N-1A (File No. 2-75128).

(d) Amendment to Articles of Incorporation, incorporated by reference to
Exhibit 1 to Post-Effective Amendment No. 12 to the Registration
Statement on Form N-1A (File No. 2-75128).

(e) Amendment to Articles of Incorporation.

(f) Form of Amended and Restated Articles of Incorporation, incorporated
by reference to Exhibit 1(f) to Post-Effective Amendment No. 17 to the
Registration Statement on Form N-1A (File No. 2-75128).

2. (a) By-Laws of the Registrant, as amended, incorporated by reference to
Exhibit 2 to Post-Effective Amendment No. 8 to the Registration
Statement on Form N-1A (File No. 2-75128).

(b) Amendment to By-Laws, incorporated by reference to Exhibit 2 to
Post-Effective Amendment No. 11 to the Registration Statement on Form
N-1A (File No. 2-75128).

(c) Amended and Restated By-Laws, incorporated by reference to Exhibit
2(c) to Post-Effective Amendment No. 17 to the Registration Statement on
Form N-1A (File No. 2-75128).

4. (a) Specimen stock certificate for Class B shares issued by the
Registrant, incorporated by reference to Exhibit 4 to Post-Effective
Amendment No. 8 to the Registration Statement on Form N-1A (File No.
2-75128).

(b) Specimen stock certificate for Class A shares issued by the
Registrant, incorporated by reference to Exhibit No. 4 to Post-Effective
Amendment No. 12 to the Registration Statement on Form N-1A (File No.
2-75128).

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(c) Instruments Defining Rights of Shareholders, incorporated by
reference to Exhibit No. 4 to Post-Effective Amendment No. 16 to the
Registration Statement on Form N-1A (File No. 2-75128).

5. (a) Management Agreement between the Registrant and Prudential Mutual
Fund Management, Inc., incorporated by reference to Exhibit 5(a) to
Post-Effective Amendment No. 9 to the Registration Statement on Form
N-1A (File No. 2-75128).

(b) Subadvisory Agreement between Prudential Mutual Fund Management, Inc.
and The Prudential Investment Corporation, incorporated by reference to
Exhibit 5(b) to Post-Effective Amendment No. 9 to the Registration
Statement on Form N-1A (File No. 2-75128).

6. (a) Distribution Agreement, as amended, incorporated by reference to
Exhibit 6(a) to Post-Effective Amendment No. 5 to the Registration
Statement on Form N-1A (File No. 2-75128).

(b) Distribution Agreement between the Registrant and Prudential Mutual
Fund Distributors, Inc. for Class A Shares, incorporated by reference to
Exhibit No. 6(b) to Post-Effective Amendment No. 12 to the Registration
Statement on Form N-1A (File No. 2-75128).

(c) Amended and Restated Distribution Agreement between the Registrant
and Prudential-Bache Securities Inc. for Class B Shares, incorporated by
reference to Exhibit 6(c) to Post-Effective Amendment No. 12 to the
Registration Statement on Form N-1A (File No. 2-75128).

(d) Selected Dealer Agreement, incorporated by reference to Exhibit 6(b)
to Post-Effective Amendment No. 5 to the Registration Statement on Form
N-1A (File No. 2-75128).

(e) Distribution Agreement between the Registrant and Prudential Mutual
Fund Distributors, Inc. for Class A shares dated July 1, 1993,
incorporated by reference to Exhibit No. 6(e) to Post-Effective Amendment
No. 17 to the Registration Statement on Form N-1A (File No. 2-75128).

(f) Distribution Agreement between the Registrant and Prudential
Securities Incorporated for Class B shares dated July 1, 1993,
incorporated by reference to Exhibit No. 6(f) to Post-Effective Amendment
No. 17 to the Registration Statement on Form N-1A (File No. 2-75128).

(g) Form of Distribution Agreement for Class A shares, incorporated by
reference to Exhibit No. 6(g) to Post-Effective Amendment No. 17 to the
Registration Statement on Form N-1A (File No. 2-75128).

(h) Form of Distribution Agreement for Class B shares, incorporated by
reference to Exhibit No. 6(h) to Post-Effective Amendment No. 17 to the
Registration Statement on Form N-1A (File No. 2-75128).

(i) Form of Distribution Agreement for Class C shares, incorporated by
reference to Exhibit No. 6(i) to Post-Effective Amendment No. 17 to the
Registration Statement on Form N-1A (File No. 2-75128).

8. Custodian Agreement between the Registrant and State Street Bank and
Trust.

9. Transfer Agency and Service Agreement between the Registrant and
Prudential Mutual Fund Services, Inc., incorporated by reference to
Exhibit 9(b) to Post-Effective Amendment No. 8 to the Registration
Statement on Form N-1A (File No. 2-75128).

10. Opinion of Sullivan & Cromwell, incorporated by reference to Exhibit 10
to Pre-Effective Amendment No. 2 to the Registration Statement on Form
N-1A (File No. 2-75128).

11. Consent of Independent Accountants.*

13. Investment Representation Letter, incorporated by reference to Exhibit
13 to Pre-Effective Amendment No. 2 to the Registration Statement on
Form N-1A (File No. 2-75128).

15. (a) Plan of Distribution, incorporated by reference to Exhibit 15 to
Post-Effective Amendment No. 5 to the Registration Statement on Form
N-1A (File No. 2-75128).

(b) Plan of Distribution for Class A Shares, incorporated by reference to
Exhibit 15(b) to Post-Effective Amendment No. 12 to the Registration
Statement on Form N-1A (File No. 2-75128).

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(c) Amended and Restated Plan of Distribution for Class B Shares,
incorporated by reference to Exhibit 15(c) to Post-Effective Amendment
No. 12 to the Registration Statement on Form N-1A (File No. 2-75128).

(d) Distribution and Service Plan between the Registrant (Class A shares)
and Prudential Mutual Fund Distributors, Inc., incorporated by reference
to Exhibit No. 15(d) to Post-Effective Amendment No. 17 to the
Registration Statement on Form N-1A (File No. 2-75128).

(e) Distribution and Service Plan between the Registrant (Class B shares)
and Prudential Securities Incorporated, incorporated by reference to
Exhibit No. 15(e) to Post-Effective Amendment No. 17 to the Registration
Statement on Form N-1A (File No. 2-75128).

(f) Form of Distribution and Service Plan for Class A shares,
incorporated by reference to Exhibit No. 15(f) to Post-Effective
Amendment No. 17 to the Registration Statement on Form N-1A (File No.
2-75128).

(g) Form of Distribution and Service Plan for Class B shares,
incorporated by reference to Exhibit No. 15(g) to Post-Effective
Amendment No. 17 to the Registration Statement on Form N-1A (File No.
2-75128).

(h) Form of Distribution and Service Plan for Class C shares,
incorporated by reference to Exhibit No. 15(h) to Post-Effective
Amendment No. 17 to the Registration Statement on Form N-1A (File No.
2-75128).

16. (a) Schedule of Computation of Performance Quotations for Class B
Shares, incorporated by reference to Exhibit 16 to Post-Effective
Amendment No. 9 to the Registration Statement on Form N-1A (File No.
2-75128).

(b) Schedule of Computation of Performance Quotations for Class A Shares,
incorporated by reference to Exhibit 16(b) to Post-Effective Amendment
No. 13 to the Registration Statement on Form N-1A (File No. 2-75128).

(c) Schedule of Calculation of Aggregate Total Return for Class A and
Class B shares, incorporated by reference to Exhibit 16(c) to
Post-Effective Amendment No. 15 to the Registration Statement on Form
N-1A (File No. 2-75128).
- ------------------------
*Filed herewith.

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

No person is controlled by or under common control with the Registrant.

ITEM 26. NUMBER OF HOLDERS OF SECURITIES.

As of June 15, 1994, Registrant had 45,143 and 217,808 record holders of
Class A and Class B shares of common stock, $.01 par value per share, issued by
the Registrant, respectively.

ITEM 27. INDEMNIFICATION.

As permitted by Sections 17(h) and (i) of the Investment Company Act of 1940
(the 1940 Act) and pursuant to Article VI of the Fund's By-Laws (Exhibit 2 to
the Registration Statement), officers, directors, employees and agents of the
Registrant will not be liable to the Registrant, any stockholder, officer,
director, employee, agent or other person for any action or failure to act,
except for bad faith, willful misfeasance, gross negligence or reckless
disregard of duties, and those individuals may be indemnified against
liabilities in connection with the Registrant, subject to the same exceptions.
Section 2-418 of Maryland General Corporation Law permits indemnification of
directors who acted in good faith and reasonably believed that the conduct was
in the best interests of the Registrant. As permitted by Section 17(i) of the
1940 Act, pursuant to Section 10 of the Distribution Agreement (Exhibit 6 to the
Registration Statement), the Distributor of the Registrant may be indemnified
against liabilities which it may incur, except liabilities arising from bad
faith, gross negligence, willful misfeasance or reckless disregard of duties.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (Securities Act) may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised, that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
1940 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in connection with the successful defense of any
action, suit or proceeding) is asserted against the Registrant by such

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director, officer or controlling person in connection with the shares being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1940 Act and will be governed by the final
adjudication of such issue.

The Registrant has purchased an insurance policy insuring its officers and
directors against liabilities, and certain costs of defending claims against
such officers and directors, to the extent such officers and directors are not
found to have committed conduct constituting willful misfeasance, bad faith,
gross negligence or reckless disregard in the performance of their duties. The
insurance policy also insures the Registrant against the cost of indemnification
payments to officers and directors under certain circumstances.

Section 9 of the Management Agreement (Exhibit 5(a) to the Registration
Statement) and Section 4 of the Subadvisory Agreement (Exhibit 5(b) to the
Registration Statement) limit the liability of Prudential Mutual Fund
Management, Inc. (PMF) and The Prudential Investment Corporation (PIC),
respectively, to liabilities arising from willful misfeasance, bad faith or
gross negligence in the performance of their respective duties or from reckless
disregard by them of their respective obligations and duties under the
agreements.

The Registrant hereby undertakes that it will apply the indemnification
provisions of its By-Laws and each Distribution Agreement in a manner consistent
with Release No. 11330 of the Securities and Exchange Commission under the 1940
Act so long as the interpretation of Sections 17(h) and 17(i) of such Act remain
in effect and are consistently applied.

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.

(A) PRUDENTIAL MUTUAL FUND MANAGEMENT, INC.

See "How the Fund is Managed" in the Prospectus constituting Part A of this
Registration Statement and "Manager" in the Statement of Additional Information
constituting Part B of this Registration Statement.

The business and other connections of the officers of PMF are listed in
Schedules A and D of Form ADV of PMF as currently on file with the Securities
and Exchange Commission, the text of which is hereby incorporated by reference
(File No. 801-31104, filed on March 30, 1994).

The business and other connections of PMF's directors and principal
executive officers are set forth below. Except as otherwise indicated, the
address of each person is One Seaport Plaza, New York, NY 10292.

<TABLE>
<CAPTION>
NAME AND ADDRESS POSITION WITH PMF PRINCIPAL OCCUPATIONS
- ------------------------- --------------------- ----------------------------------------------------------------
<S> <C> <C>
Brendan D. Boyle Executive Vice Executive Vice President, PMF; Senior Vice President, Prudential
President and Securities Incorporated (Prudential Securities)
Director or Marketing

John D. Brookmeyer, Jr. Director Senior Vice President, PIC; Senior Vice President, The
Two Gateway Center Prudential Insurance Company of America (Prudential); Senior
Newark, NJ 07102 Vice President (PIC)

Susan C. Cote Senior Vice President Senior Vice President, PMF; Senior Vice President, Prudential
Securities

Fred A. Fiandaca Executive Vice Executive Vice President, Chief Operating Officer and Director,
Raritan Plaza One President, Chief PMF; Chairman, Chief Operating Officer and Director,
Edison, NJ 08847 Operating, Officer Prudential Mutual Fund Services, Inc.
and Director

Stephen P. Fisher Senior Vice President Senior Vice President, PMF; Senior Vice President, Prudential
Securities

Frank W. Giordano Executive Vice Executive Vice President, General Counsel and Secretary, PMF;
President, General Senior Vice President, Prudential Securities
Counsel and Secretary
</TABLE>

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<PAGE>

<TABLE>
<CAPTION>
NAME AND ADDRESS POSITION WITH PMF PRINCIPAL OCCUPATIONS
- ------------------------- --------------------- ----------------------------------------------------------------
<S> <C> <C>
Robert F. Gunia Executive Vice Executive Vice President, Chief Administrative Officer, Chief
President, Chief Financial Officer, Treasurer and Director, PMF; Senior Vice
Administrative President, Prudential Securities
Officer, Chief
Financial Officer,
Treasurer and
Director

Eugene B. Heimberg Director Senior Vice President, Prudential; President, Director and Chief
Prudential Plaza Investment Officer, PIC
Newark, NJ 07102
Lawrence C. McQuade Vice Chairman Vice Chairman, PMF

Leland B. Paton Director Executive Vice President, Director and Member of Operating
Committee, Prudential Securities; Director, Prudential
Securities Group, Inc. (PSG).

Richard A. Redeker President, Chief President, Chief Executive Officer and Director, PMF; Executive
Executive Officer and Vice President, Director and Member of Operating Committee,
Director Prudential Securities; Director, PSG

S. Jane Rose Senior Vice Senior Vice President, Senior Counsel and Assistant Secretary,
President, Senior PMF; Senior Vice President and Senior Counsel, Prudential
Counsel and Assistant Securities
Secretary

Donald G. Southwell Director Senior Vice President, Prudential; Director, PSG
213 Washington Street
Newark, NJ 07102
</TABLE>

(B) PRUDENTIAL INVESTMENT CORPORATION (PIC)

See "How the Fund is Managed -- Manager" in the Prospectus constituting Part
A of this Registration Statement and "Manager" in the Statement of Additional
Information consisting of Part B of this Registration Statement.

The business and other connections of PIC's directors and executive officers
are as set forth below. Except as otherwise indicated, the address of each
person is Prudential Plaza, Newark, NJ 07102.

<TABLE>
<CAPTION>
NAME AND ADDRESS POSITION WITH PIC PRINCIPAL OCCUPATIONS
- ------------------------- --------------------- ----------------------------------------------------------------
<S> <C> <C>
Martin A. Berkowitz Senior Vice Senior Vice President, Chief Financial Officer and Chief
President, Chief Compliance Officer, PIC; Vice President, Prudential
Financial Officer and
Chief Compliance
Officer

William M. Bethke Senior Vice President Senior Vice President, Prudential; Senior Vice President, PIC
Two Gateway Center
Newark, NJ 07102

John D. Brookmeyer, Jr. Senior Vice President Senior Vice President, Prudential; Senior Vice President, PIC
Two Gateway Center
Newark, NJ 07102

Eugene B. Heimberg President, Director Senior Vice President, Prudential; President, Director and Chief
and Chief Investment Investment Officer, PIC
Officer
</TABLE>

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<PAGE>

<TABLE>
<CAPTION>
NAME AND ADDRESS POSITION WITH PIC PRINCIPAL OCCUPATIONS
- ------------------------- --------------------- ----------------------------------------------------------------
<S> <C> <C>
Garnett L. Keith, Jr. Director Vice Chairman and Director, Prudential; Director, PIC

William P. Link Senior Vice President Executive Vice President, Prudential; Senior Vice President, PIC
Four Gateway Center
Newark, NJ 07102

James W. Stevens Executive Vice Executive Vice President, Prudential; Executive Vice President,
Four Gateway Center President PIC; Director, PSG
Newark, NJ 07102

Robert C. Winters Director Chairman of the Board and Chief Executive Officer, Prudential;
Chairman of the Board and Director, PSG

Claude J. Zinngrabe, Jr. Executive Vice Vice President, Prudential; Executive Vice President, PIC
President
</TABLE>

ITEM 29. PRINCIPAL UNDERWRITERS.

(a)(i) Prudential Securities Incorporated.

Prudential Securities is distributor for Prudential Government Securities
Trust (Intermediate Term Series), The Target Portfolio Trust and for Class D
shares of the Florida Series of the Prudential Municipal Series Fund and for
Class B shares of Prudential Adjustable Rate Securities, Inc., The Blackrock
Government Income Trust, Prudential California Municipal Fund (California Series
and California Income Series), Prudential Equity Fund, Inc., Prudential Equity
Income Fund, Prudential FlexiFund, Prudential Global Fund, Inc.,
Prudential-Bache Global Genesis Fund, Inc. (d/b/a Prudential Global Genesis
Fund), Prudential-Bache Global Natural Resources Fund, Inc. (d/b/a Prudential
Global Natural Resources Fund), Prudential-Bache GNMA Fund, Inc. (d/b/a
Prudential GNMA Fund), Prudential-Bache Government Plus Fund, Inc. (d/b/a
Prudential Government Plus Fund), Prudential Growth Fund, Inc., Prudential-Bache
Growth Opportunity Fund, Inc. (d/b/a Prudential Growth Opportunity Fund),
Prudential-Bache High Yield Fund, Inc. (d/b/a Prudential High Yield Fund),
Prudential IncomeVertible (R) Fund, Inc., Prudential Intermediate Global Income
Fund, Inc., Prudential Multi-Sector Fund, Inc., Prudential Municipal Bond Fund,
Prudential Municipal Series Fund (except Connecticut Money Market Series,
Massachusetts Money Market Series, New York Money Market Series, New Jersey
Money Market Series and Florida Series), Prudential-Bache National Municipals
Fund, Inc. (d/b/a Prudential National Municipals Fund), Prudential Pacific
Growth Fund, Inc., Prudential Short-Term Global Income Fund, Inc., Prudential-
Bache Structured Maturity Fund (d/b/a Prudential Structured Maturity Fund),
Prudential U.S. Government Fund, Prudential-Bache Utility Fund, Inc. (d/b/a
Prudential Utility Fund), Global Utility Fund, Inc. and Nicholas-Applegate Fund
Inc. (d/b/a Nicholas-Applegate Growth Equity Fund). Prudential Securities is
also a depositor for the following unit investment trusts:

The Corporate Income Fund
Corporate Investment Trust Fund
Equity Income Fund
Government Securities Income Fund
International Bond Fund
Municipal Investment Trust
Prudential Equity Trust Shares
National Equity Trust
Prudential Unit Trusts
Government Securities Equity Trust
National Municipal Trust

(ii) Prudential Mutual Fund Distributors, Inc.

Prudential Mutual Fund Distributors, Inc. is distributor for Command
Government Fund, Command Money Fund, Command Tax-Free Fund, Prudential
California Municipal Fund (California Money Market Series), Prudential
Government Securities Trust (Money Market Series and U.S. Treasury Money Market
Series), Prudential-Bache MoneyMart Assets (d/b/a Prudential MoneyMart Assets),
Prudential Municipal Series Fund (Connecticut Money Market Series, Massachusetts
Money Market Series, New Jersey Money Market Series and New York Money Market
Series), Prudential Institutional Liquidity Portfolio, Inc.,

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<PAGE>

Prudential-Bache Special Money Market Fund, Inc. (d/b/a Prudential Special Money
Market Fund), Prudential-Bache Tax-Free Money Fund, Inc. (d/b/a Prudential
Tax-Free Money Fund), and for Class A shares of Prudential Adjustable Rate
Securities Fund, Inc., Prudential Flexifund, The BlackRock Government Income
Trust, Prudential Equity Fund, Inc., Prudential Equity Income Fund, Prudential
Global Fund, Inc., Prudential-Bache Global Genesis Fund, Inc. (d/b/a Prudential
Global Genesis Fund), Prudential California Municipal Fund (California Income
Series and California Series), Prudential-Bache Global Natural Resources Fund,
Inc. (d/b/a Prudential Global Natural Resources Fund), Prudential-Bache GNMA
Fund, Inc. (d/b/a Prudential GNMA Fund), Prudential-Bache Government Plus Fund,
Inc. (d/b/a Prudential Government Plus Fund), Prudential Growth Fund, Inc.,
Prudential-Bache Growth Opportunity Fund, Inc. (d/b/a Prudential Growth
Opportunity Fund), Prudential-Bache High Yield Fund, Inc. (d/b/a Prudential High
Yield Fund), Prudential IncomeVertible-R- Fund, Inc., Prudential Intermediate
Global Income Fund, Inc., Prudential Multi-Sector Fund, Inc:, Prudential
Municipal Bond Fund, Prudential Municipal Series Fund (Arizona Series, Florida
Series, Georgia Series, Maryland Series, Massachusetts Series, Michigan Series,
Minnesota Series, New Jersey Series, North Carolina Series, Ohio Series and
Pennsylvania Series), Prudential National Municipals Fund, Inc. (d/b/a
Prudential National Municipals Fund), Prudential Pacific Growth Fund, Inc.,
Prudential Short-Term Global Income Fund, Inc., Prudential-Bache Structured
Maturity Fund, Inc. (d/b/a Prudential Structured Maturity Fund), Prudential U.S.
Government Fund, Prudential-Bache Utility Fund, Inc. (d/b/a Prudential Utility
Fund), Global Utility Fund, Inc. and Nicholas-Applegate Fund, Inc.
(Nicholas-Applegate Growth Equity Fund).

(b)(i) Information concerning officers and directors of Prudential
Securities Incorporated is set forth below.

Howard A. Knight.............. Executive Vice President, Director, Corporate None
Strategy and New Business Development

George A. Murray.............. Executive Vice President and Director None

John P. Murray................ Executive Vice President and Director of Risk None
Management

Leland B. Paton............... Executive Vice President, None
Director and Member of Operating Committee
Richard A. Redeker............ Director None

Hardwick Simmons.............. Chief Executive Officer, President and None
Director

Lee Spencer................... General Counsel, Executive Vice President and None
Director
(ii) Information concerning the officers and directors of Prudential Mutual Fund
Distributors, Inc. is set forth below.

Joanne Accurso-Soto........... Vice President None
Dennis Annarumma.............. Vice President, Assistant Treasurer and None
Assistant Comptroller
Phyllis J. Berman............. Vice President None
Fred A. Fiandaca.............. President, Chief Executive Officer and None
Director
Raritan Plaza One
Edison, NJ 08847
Stephen P. Fisher............. Vice President None
Frank W. Giordano............. Executive Vice President, General Counsel, None
Secretary and Director
</TABLE>

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<PAGE>

<TABLE>
<CAPTION>
POSITIONS AND POSITIONS AND
OFFICES WITH OFFICES WITH
NAME(1) UNDERWRITER REGISTRANT
- ------------------------------ --------------------------------------------- --------------
<S> <C> <C>
Robert F. Gunia............... Executive Vice President, Director, Vice President
Treasurer, Comptroller and Director
Anita Whelan.................. Vice President and Assistant Secretary None
<FN>
- ------------------------
(1)The address of each person named is One Seaport Plaza, New York, NY 10292
unless otherwise indicated.
</TABLE>

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.

All accounts, books and other documents required to be maintained by Section
31(a) of the 1940 Act and the Rules thereunder are maintained at the offices of
State Street Bank and Trust Company, One Heritage Drive, North Quincy,
Massachusetts 02171, The Prudential Investment Corporation, Prudential Plaza,
751 Broad Street, Newark, New Jersey, the Registrant, One Seaport Plaza, New
York, New York, and Prudential Mutual Fund Services, Inc., Raritan Plaza One,
Edison, New Jersey. Documents required by Rules 31a-1(b)(5), (6), (7), (9), (10)
and (11) and 31a-1(f) will be kept at 751 Broad Street, documents required by
Rules 31a-1(b)(4) and (11) and 31a-1(d) at One Seaport Plaza and the remaining
accounts, books and other documents required by such other pertinent provisions
of Section 31(a) and the Rules promulgated thereunder will be kept by State
Street Bank and Trust Company and Prudential Mutual Fund Services, Inc.

ITEM 31. MANAGEMENT SERVICES.

Other than as set forth under the captions "How the Fund is
Managed--Manager" and "How the Fund is Managed -- Distributor" in the Prospectus
and the captions "Manager" and "Distributor" in the Statement of Additional
Information, constituting Parts A and B, respectively, of this Registration
Statement, Registrant is not a party to any management-related service contract.

ITEM 32. UNDERTAKINGS.

The Registrant hereby undertakes to furnish each person to whom a Prospectus
is delivered with a copy of Registrants' latest annual report to shareholders
upon request and without charge.

C-8
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment to the Registration Statement to be signed on its
behalf by the undersigned thereunto duly authorized, in the City of New York,
and State of New York, on the 1st day of July, 1994.

PRUDENTIAL EQUITY FUND, INC.
/s/ Lawrence C. McQuade
----------------------------------------------------------------------
(LAWRENCE C. MCQUADE, PRESIDENT)

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------------- ------------------------ -----------------
<S> <C> <C>
/s/ Lawrence C. McQuade President and Director July 1, 1994
- -----------------------------------
LAWRENCE C. MCQUADE

/s/ Edward D. Beach Director July 1, 1994
- -----------------------------------
EDWARD D. BEACH

/s/ Eugene C. Dorsey Director July 1, 1994
- -----------------------------------
EUGENE C. DORSEY

/s/ Delayne D. Gold Director July 1, 1994
- -----------------------------------
DELAYNE D. GOLD

/s/ Harry A. Jacobs Director July 1, 1994
- -----------------------------------
HARRY A. JACOBS, JR.

/s/ Thomas T. Mooney Director July 1, 1994
- -----------------------------------
THOMAS T. MOONEY

/s/ Thomas H. O'Brien Director July 1, 1994
- -----------------------------------
THOMAS H. O'BRIEN

/s/ Richard A. Redeker Director July 1, 1994
- -----------------------------------
RICHARD A. REDEKER

Director
- -----------------------------------
NANCY HAYS TEETERS

/s/ Susan C. Cote Principal Financial and July 1, 1994
- ----------------------------------- Accounting Officer
SUSAN C. COTE
</TABLE>

<PAGE>
EXHIBIT INDEX

1. (a) Articles of Incorporation, as amended, incorporated by reference to
Exhibit 1 to Post-Effective Amendment No. 2 to the Registration
Statement on Form N-1A (File No. 2-75128).

(b) Amendment to Articles of Incorporation, incorporated by reference to
Exhibit 1 to Post-Effective Amendment No. 8 to the Registration Statement
on Form N-1A (File No. 2-75128).

(c) Amendment to Articles of Incorporation, incorporated by reference to
Exhibit 1 to Post-Effective Amendment No. 9 to the Registration Statement
on Form N-1A (File No. 2-75128).

(d) Amendment to Articles of Incorporation, incorporated by reference to
Exhibit 1 to Post-Effective Amendment No. 12 to the Registration
Statement on Form N-1A (File No. 2-75128).

(e) Amendment to Articles of Incorporation.

(f) Form of Amended and Restated Articles of Incorporation, incorporated
by reference to Exhibit 1(f) to Post-Effective Amendment No. 17 to the
Registration Statement on Form N-1A (File No. 2-75128).

2. (a) By-Laws of the Registrant, as amended, incorporated by reference to
Exhibit 2 to Post-Effective Amendment No. 8 to the Registration
Statement on Form N-1A (File No. 2-75128).

(b) Amendment to By-Laws, incorporated by reference to Exhibit 2 to
Post-Effective Amendment No. 11 to the Registration Statement on Form
N-1A (File No. 2-75128).

(c) Amended and Restated By-Laws, incorporated by reference to Exhibit
2(c) to Post-Effective Amendment No. 17 to the Registration Statement on
Form N-1A (File No. 2-75128).

(c) Instruments Defining Rights of Shareholders, incorporated by
reference to Exhibit No. 4 to Post-Effective Amendment No. 16 to the
Registration Statement on Form N-1A (File No. 2-75128).

6. (a) Distribution Agreement, as amended, incorporated by reference to
Exhibit 6(a) to Post-Effective Amendment No. 5 to the Registration
Statement on Form N-1A (File No. 2-75128).

(d) Selected Dealer Agreement, incorporated by reference to Exhibit 6(b)
to Post-Effective Amendment No. 5 to the Registration Statement on Form
N-1A (File No. 2-75128).

<PAGE>

(g) Form of Distribution Agreement for Class A shares, incorporated by
reference to Exhibit No. 6(g) to Post-Effective Amendment No. 17 to the
Registration Statement on Form N-1A (File No. 2-75128).

(h) Form of Distribution Agreement for Class B shares, incorporated by
reference to Exhibit No. 6(h) to Post-Effective Amendment No. 17 to the
Registration Statement on Form N-1A (File No. 2-75128).

(i) Form of Distribution Agreement for Class C shares, incorporated by
reference to Exhibit No. 6(i) to Post-Effective Amendment No. 17 to the
Registration Statement on Form N-1A (File No. 2-75128).

8. Custodian Agreement between the Registrant and State Street Bank and
Trust.

10. Opinion of Sullivan & Cromwell, incorporated by reference to Exhibit 10
to Pre-Effective Amendment No. 2 to the Registration Statement on Form
N-1A (File No. 2-75128).

11. Consent of Independent Accountants.*

13. Investment Representation Letter, incorporated by reference to Exhibit
13 to Pre-Effective Amendment No. 2 to the Registration Statement on Form
N-1A (File No. 2-75128).

15. (a) Plan of Distribution, incorporated by reference to Exhibit 15 to
Post-Effective Amendment No. 5 to the Registration Statement on Form
N-1A (File No. 2-75128).

(b) Plan of Distribution for Class A Shares, incorporated by reference to
Exhibit 15(b) to Post-Effective Amendment No. 12 to the Registration
Statement on Form N-1A (File No. 2-75128).

(c) Amended and Restated Plan of Distribution for Class B Shares,
incorporated by reference to Exhibit 15(c) to Post-Effective Amendment
No. 12 to the Registration Statement on Form N-1A (File No. 2-75128).

- ------------------------

_*Filed herewith.

<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Statement of Additional Information and the
incorporation by reference in the Prospectus constituting parts of
Post-Effective Amendment No. 17 to the registration statement on Form N-1A
("Post-Effective Amendment No. 17"), which are incorporated by reference in this
Post-Effective Amendment No. 18 to the registration statement on Form N-1A (the
"Registration Statement"), of our report dated February 9, 1994, relating to the
financial statements and financial highlights of Prudential Equity Fund, Inc.
(the "Fund"), which appears in such Fund's Statement of Additional Information
in Post-Effective Amendment No. 17. We also consent to the incorporation by
reference in the Registration Statement of the reference to us under the heading
"Custodian and Transfer and Dividend Disbursing Agent and Independent
Accountants" in the Statement of Additional Information and to the reference to
us under the heading "Financial Highlights" in the Prospectus in Post-Effective
Amendment No. 17.

PRICE WATERHOUSE

1177 Avenue of the Americas
New York, New York 10036
July 1, 1994