PRUDENTIAL EQUITY FUND, 485APOS, 1995-12-19

PRUDENTIAL EQUITY FUND
485APOS, 1995-12-19

Previous: CONSOLIDATED CAPITAL PROPERTIES IV, 8-K, 1995-12-19

Next: VICTORY FUNDS, NSAR-B, 1995-12-19

<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 19, 1995

SECURITIES ACT REGISTRATION NO. 2-75128
INVESTMENT COMPANY ACT REGISTRATION NO. 811-3326
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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. 21 /X/

AND/OR

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 22 /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)

/ / 60 days after filing pursuant to paragraph (a)(1)

/X/ on March 4, 1996 pursuant to paragraph (a)(1)

/ / 75 days after filing pursuant to paragraph (a)(2)

/ / on (date) pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

/ / this post-effective amendment designates a new
effective date for a previously filed post-effective
amendment.

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 will file a notice under such Rule for
its fiscal year ending December 31, 1995 on or before February 29, 1996.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<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 Prospectuses, as supplemented, are incorporated herein by reference in
their entirety from Post-Effective Amendment No. 20 to Registrant's Registration
Statement (File No. 2-75128) filed on October 26, 1995. The Statement of
Additional Information, as supplemented, is incorporated herein by reference in
its entirety from Post-Effective Amendment No. 20 to Registrant's Registration
Statement (File No. 2-75128) filed on October 26, 1995.

<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, 1994 and the six months
ended June 30, 1995 (unaudited).

Statement of Assets and Liabilities at December 31, 1994 and June
30, 1995 (unaudited).

Statement of Operations for the year ended December 31, 1994 and
the six months ended June 30, 1995 (unaudited).

Statement of Changes in Net Assets for the years ended December
31, 1994 and December 31, 1993 and the six months ended June 30,
1995 (unaudited).

Notes to Financial Statements.

Financial Highlights.

Report of Independent Accountants.

(B) EXHIBITS:

1. Articles of Restatement, incorporated by reference to Exhibit No. 1 to
Post-Effective Amendment No. 19 to the Registration Statement on Form
N-1A filed via EDGAR on February 28, 1995 (File No. 2-75128).

2. By-Laws, incorporated by reference to Exhibit 2(c) to Post-Effective
Amendment No. 17 to the Registration Statement on Form N-1A filed via
EDGAR on May 9, 1994 (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 4 to Post-Effective
Amendment No. 12 to the Registration Statement on Form N-1A (File No.
2-75128).

(c) Instruments Defining Rights of Shareholders, incorporated by
reference to Exhibit 4 to Post-Effective Amendment No. 16 to the
Registration Statement on Form N-1A filed via EDGAR on March 2, 1994
(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) 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).

(b) Distribution Agreement for Class A shares, incorporated by reference
to Exhibit No. 6(b) to Post-Effective Amendment No. 19 to the
Registration Statement on Form N-1A filed via EDGAR on February 28, 1995
(File No 2-75128).

C-1
<PAGE>
(c) Distribution Agreement for Class B shares, incorporated by reference
to Exhibit No. 6(c) to Post-Effective Amendment No. 19 to the
Registration Statement on Form N-1A filed via EDGAR on February 28, 1995
(File No 2-75128).

(d) Distribution Agreement for Class C shares, incorporated by reference
to Exhibit No. 6(d) to Post-Effective Amendment No. 19 to the
Registration Statement on Form N-1A filed via EDGAR on February 28, 1995
(File No 2-75128).

(e) Form of Distribution Agreement for Class Z shares, incorporated by
reference to Exhibit No. 6(e) to Post-Effective Amendment No. 20 to the
Registration Statement on Form N-1A filed via EDGAR on October 26, 1995
(File No. 2-75128).

8. Custodian Agreement between the Registrant and State Street Bank and
Trust Company, incorporated by reference to Exhibit 8 to Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-1A (File No.
2-75128).

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) Distribution and Service Plan for Class A shares, incorporated by
reference to Exhibit No. 15(a) to Post-Effective Amendment No. 19 to the
Registration Statement on Form N-1A filed via EDGAR on February 28, 1995
(File No. 2-75128).

(b) Distribution and Service Plan for Class B shares, incorporated by
reference to Exhibit No. 15(b) to Post-Effective Amendment No. 19 to the
Registration Statement on Form N-1A filed via EDGAR on February 28, 1995
(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).

17. Financial Data Schedules, filed as Exhibit No. 17 to Post-Effective
Amendment No. 20 to the Registration Statement on Form N-1A filed via
EDGAR on October 26, 1995 (File No. 2-75128).

18. Form of Rule 18f-3 Plan, incorporated by reference to Exhibit No. 18 to
Post-Effective Amendment No. 20 to the Registration Statement on Form
N-1A filed via EDGAR on October 26, 1995 (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.

C-2
<PAGE>
ITEM 26. NUMBER OF HOLDERS OF SECURITIES.

As of December 1, 1995, there were 120,287, 229,834 and 2,551 record holders
of Class A, Class B and Class C 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 (Exhibits 6(b),
(c) and (d) 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 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 -- Manager" 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, 1995).

C-3
<PAGE>
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, Director of Marketing and Director,
President, Director PMF; Senior Vice President, Prudential Securities Incorporated
of Marketing and (Prudential Securities); Chairman and Director, Prudential
Director Mutual Fund Distributors, Inc. (PMFD)

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

Frank W. Giordano Executive Vice Executive Vice President, General Counsel, Secretary and
President, General Director, PMF and PMFD; Senior Vice President, Prudential
Counsel, Secretary Securities; Director, Prudential Mutual Fund Services, Inc.
and Director (PMFS)

Robert F. Gunia Executive Vice Executive Vice President, Chief Administrative Officer, Chief
President, Chief Financial Officer, Treasurer and Director, PMF; Senior Vice
Financial and President, Prudential Securities; Executive Vice President,
Administrative Chief Financial Officer, Treasurer and Director, PMFD;
Officer, Treasurer Director, PMFS
and Director

Theresa A. Hamacher Director Director, PMF; Vice President, The Prudential Insurance Company
Prudential Plaza of America (Prudential); Vice President, The Prudential
Newark, NJ 07102 Investment Corporation (PIC)

Timothy J. O'Brien Director President, Chief Executive Officer, Chief Operating Officer and
Raritan Plaza One Director, PMFD; Chief Executive Officer and Director, PMFS;
Edison, NJ 08837 Director, PMF
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, Prudential Securities Group,
Inc. (PSG); Executive Vice President, PIC; Director, PMFD;
Director, PMFS
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
</TABLE>

(B) THE PRUDENTIAL INVESTMENT CORPORATION (PIC)

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>
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 and
51 JFK Parkway and Director Director, PIC
Short Hills, NJ 07078
</TABLE>

C-4
<PAGE>
<TABLE>
<CAPTION>
NAME AND ADDRESS POSITION WITH PIC PRINCIPAL OCCUPATIONS
- ------------------------- --------------------- ----------------------------------------------------------------
<S> <C> <C>
Barry M. Gillman Director Director, PIC
Theresa A. Hamacher Vice President Vice President, Prudential; Vice President, PIC; Director, PMF
Harry E. Knapp, Jr. President, Chairman President, Chairman of the Board, Director and Chief Executive
of the Board, Officer, PIC; Vice President, Prudential
Director and Chief
Executive Officer
William P. Link Senior Vice President Executive Vice President, Prudential; Senior Vice President, PIC
Four Gateway Center
Newark, NJ 07102
Richard A. Redeker Executive Vice President, Chief Executive Officer and Director, PMF; Executive
One Seaport Plaza President Vice President, Director and Member of Operating Committee,
New York, NY 10292 Prudential Securities; Director, PSG; Executive Vice
President, PIC; Director, PMFD; Director, PMFS
Eric A. Simonson Vice President and Vice President and Director, PIC; Executive Vice President,
Director Prudential
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 Incorporated is distributor for Prudential Government
Securities Trust (Short-Intermediate Term Series), Prudential Jennison Fund,
Inc. and The Target Portfolio Trust, for Class B and Class C shares of
Prudential Allocation Fund, Prudential California Municipal Fund (California
Income Series and California Series), Prudential Diversified Bond Fund, Inc.,
Prudential Equity Fund, Inc., Prudential Equity Income Fund, Prudential Europe
Growth Fund, Inc., Prudential Global Fund, Inc., Prudential Global Genesis Fund,
Inc., Prudential Global Limited Maturity Fund, Inc., Prudential Global Natural
Resources Fund, Inc., Prudential Government Income Fund, Inc., Prudential Growth
Opportunity Fund, Inc., Prudential High Yield Fund, Inc., Prudential
Intermediate Global Income Fund, Inc., Prudential Mortgage 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 and New Jersey Money Market
Series), Prudential National Municipals Fund, Inc., Prudential Pacific Growth
Fund, Inc., Prudential Structured Maturity Fund, Inc., Prudential U.S.
Government Fund, Prudential Utility Fund, Inc., Global Utility Fund, Inc.,
Nicholas-Applegate Fund, Inc. (Nicholas-Applegate Growth Equity Fund) and The
BlackRock Government Income Trust. Prudential Securities is also a depositor for
the following unit investment trusts:

Corporate Investment Trust Fund
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 Institutional Liquidity Portfolio, Inc., Prudential-Bache
MoneyMart Assets Inc. (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-
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 Allocation Fund, Prudential
California Municipal Fund (California Income Series and California Series),
Prudential Diversified Bond Fund, Inc., Prudential Equity Fund, Inc.,

C-5
<PAGE>

Prudential Equity Income Fund, Prudential Europe Growth Fund, Inc., Prudential
Global Fund, Inc., Prudential Global Genesis Fund, Inc., Prudential Global
Limited Maturity Fund, Inc., Prudential Global Natural Resources Fund, Inc.,
Prudential Government Income Fund, Inc., Prudential Growth Opportunity Fund,
Inc., Prudential High Yield Fund, Inc., Prudential Intermediate Global Income
Fund, Inc., Prudential Mortgage Income Fund, Inc., Prudential Multi-Sector Fund,
Inc., Prudential Municipal Bond Fund, Prudential Municipal Series Fund (Florida
Series, Hawaii Income Series, Maryland Series, Massachusetts Series, Michigan
Series, New Jersey Series, North Carolina Series, Ohio Series and Pennsylvania
Series), Prudential National Municipals Fund, Inc., Prudential Pacific Growth
Fund, Inc., Prudential Structured Maturity Fund, Inc., Prudential U.S.
Government Fund, Prudential Utility Fund, Inc., Global Utility Fund, Inc.,
Nicholas-Applegate Fund, Inc. (Nicholas-Applegate Growth Equity Fund) and The
BlackRock Government Income Trust.

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

<TABLE>
<CAPTION>
POSITIONS AND POSITIONS AND
OFFICES WITH OFFICES WITH
NAME(1) UNDERWRITER REGISTRANT
- ------------------------------ --------------------------------------------- --------------
<S> <C> <C>
Robert Golden................. Executive Vice President and Director None
One New York Plaza
New York, NY 10292

Alan D. Hogan................. Executive Vice President, Chief None
Administrative Officer and
Director

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

Leland B. Paton............... Executive Vice President and Director None
One New York Plaza
New York, NY 10292

Martin Pfinsgraff............. Executive Vice President, Chief Financial None
Officer and Director

Vincent T. Pica, II........... Executive Vice President and Director None
One New York Plaza
New York, NY 10292

Richard A. Redeker............ Executive Vice President and Director President and
Director

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

Lee B. Spencer, Jr............ Executive Vice President, Secretary, General None
Counsel and 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

Brendan D. Boyle.............. Chairman and Director None

Stephen P. Fisher............. Vice President None

Frank W. Giordano............. Executive Vice President, General Counsel, None
Secretary and Director
</TABLE>

C-6
<PAGE>

<TABLE>
<CAPTION>
POSITIONS AND POSITIONS AND
OFFICES WITH OFFICES WITH
NAME(1) UNDERWRITER REGISTRANT
- ------------------------------ --------------------------------------------- --------------
<S> <C> <C>
Robert F. Gunia............... Executive Vice President, Chief Financial Vice President
Officer, Treasurer and Director

Timothy J. O'Brien ........... President, Chief Executive Officer, Chief None
Raritan Plaza One Operating Officer and Director
Edison, NJ 08837

Richard A. Redeker............ Director Director and
President

Andrew J. Varley ............. Vice President None
Raritan Plaza One
Edison, NJ 08837
<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 07102, the Registrant, One Seaport Plaza,
New York, New York 10292, and Prudential Mutual Fund Services, Inc., Raritan
Plaza One, Edison, New Jersey 08837. 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 Registrant's latest annual report to shareholders
upon request and without charge.

C-7
<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 15th day of December, 1995.

PRUDENTIAL EQUITY FUND, INC.
/s/ Richard A. Redeker
----------------------------------------------------------------------
(RICHARD A. REDEKER, 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/ Richard A. Redeker President and Director December 15, 1995
- ----------------------------------
RICHARD A. REDEKER

/s/ Edward D. Beach Director December 15, 1995
- ----------------------------------
EDWARD D. BEACH

/s/ Eugene C. Dorsey Director December 15, 1995
- ----------------------------------
EUGENE C. DORSEY

/s/ Delayne D. Gold Director December 15, 1995
- ----------------------------------
DELAYNE D. GOLD

/s/ Harry A. Jacobs, Jr. Director December 15, 1995
- ----------------------------------
HARRY A. JACOBS, JR.

/s/ Thomas T. Mooney Director December 15, 1995
- ----------------------------------
THOMAS T. MOONEY

/s/ Thomas H. O'Brien Director December 15, 1995
- ----------------------------------
THOMAS H. O'BRIEN

/s/ Nancy Hays Teeters Director December 15, 1995
- ----------------------------------
NANCY HAYS TEETERS

/s/ Eugene S. Stark Principal Financial and December 15, 1995
- ---------------------------------- Accounting Officer
EUGENE S. STARK
</TABLE>

<PAGE>
EXHIBIT INDEX

2. By-Laws, incorporated by reference to Exhibit 2(c) to Post-Effective
Amendment No. 17 to the Registration Statement on Form N-1A filed via
EDGAR on May 9, 1994 (File No. 2-75128).

6. (a) 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).

(c) Distribution Agreement for Class B shares, incorporated by reference
to Exhibit No. 6(c) to Post-Effective Amendment No. 19 to the
Registration Statement on Form N-1A filed via EDGAR on February 28, 1995
(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).

(c) Distribution and Service Plan for Class C shares, incorporated by
reference to Exhibit No. 15(c) to Post-Effective Amendment No. 19 to the
Registration Statement on Form N-1A filed via EDGAR on February 28, 1995
(File No. 2-75128).
<PAGE>
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).

17. Financial Data Schedules, filed as Exhibit No. 17 to Post-Effective
Amendment No. 20 to the Registration Statement on Form N-1A filed via
EDGAR on October 26, 1995 (File No. 2-75128).

- ------------------------
*Filed herewith.

<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 21 to the Registration Statement on Form N-1A (the "Registration
Statement") of our report dated February 21, 1995, relating to the financial
statements and financial highlights of Prudential Equity Fund, Inc., which
appears in the Statement of Additional Information constituting part of
Post-Effective Amendment No. 20 to the registration statement on Form N-1A
("Post-Effective Amendment No. 20"). We also consent to the incorporation by
reference in the Registration Statement of the reference to us under the
headings "Custodian, Transfer and Dividend Disbursing Agent and Independent
Accountants" and "Financial Highlights" in the Statement of Additional
Information and the Prospectus, respectively, constituting parts of
Post-Effective Amendment No. 20.

PRICE WATERHOUSE LLP

New York, NY
December 11, 1995