PRUDENTIAL EQUITY FUND, INC.
February 24, 1997
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Rule 24f-2 Notice for Prudential Equity Fund, Inc.
File Nos.2-75128 and 811-3326
On behalf of Prudential Equity Fund, Inc., enclosed for
filing under the Investment Company Act of 1940 are:
(1) One copy of the Rule 24f-2 Notice; and
(2) Opinion of counsel to the Fund.
These documents have also been filed using the EDGAR system.
Please acknowledge receipt of this filing by stamping a copy
of this letter and returning it in the enclosed self-addressed
postage paid envelope.
Very truly yours,
/s/ Marguerite E. H. Morrison
Marguerite E. H. Morrison
Assistant Secretary
MM/ln
Enclosures
cc: John E. Baumgardner, Jr.
Paul H. Dykstra
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 Equity Fund,
Inc., Gateway Center Three, Newark, NJ 07102-4077
2. Name of each series or class of funds for which this
notice is filed: The fund offers four classes of shares
designated Class A, Class B, Class C and Class Z.
3. Investment Company Act File Number: 811-3326
Securities Act File Number: 2-75128
4. Last day of fiscal year for which this notice is filed:
December 31, 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:
8. Number and amount of securities registered during the
fiscal year other than pursuant to Rule 24f-2:
9. Number and aggregate sale price of securities sold
during the fiscal year: 201,423,318/3,433,969,845
10. Number and aggregate sale price of securities sold
during the fiscal year in reliance upon registration
pursuant to Rule 24f-2: 201,423,318/$3,433,969,845
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): 25,069,444/$429,066,548
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): $ 3,433,969,845
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): + 429,066,548
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): =
$3,112,891,905
(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 on Rule 24f-2
[line (i), plus line (ii), less
line (iii), plus line (iv)]
(if applicable): $750,144,489
(vi) Multiplier prescribed by section
6(b) of the Securities Act of 1933
or other applicable law or regulation
(see instruction C.6): 1/33
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 227,317
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
SULLIVAN & CROMWELL
NEW YORK TELEPHONE: (212) 558-4000
TELEX: 62694 (INTERNATIONAL) 127816 (DOMESTIC)
125 Broad Street
CABLE ADDRESS: LADYCOURT, NEW YORK
New York 10004-2498
FACSIMILE: (212) 558-3588 (125 Broad Street)
(212) 558-3792 (250 Park Avenue)
__________
250 PARK AVENUE,
NEW YORK 10177-0021
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
February 26, 1997
Prudential Equity Fund, Inc.,
Gateway Center Three,
100 Mulberry Street,
Newark, New Jersey 07102-4077.
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 201,423,318 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.
<PAGE>
Prudential Equity Fund, Inc.
- -2-
We have relied as to certain matters on
information obtained
from public officials, your officers 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
SULLIVAN & CROMWELL
NEW YORK TELEPHONE: (212) 558-4000
TELEX: 62694 (INTERNATIONAL) 127816 (DOMESTIC)
125 Broad Street
CABLE ADDRESS: LADYCOURT, NEW YORK
New York 10004-2498
FACSIMILE: (212) 558-3588 (125 Broad Street)
(212) 558-3792 (250 Park Avenue)
__________
250 PARK AVENUE,
NEW YORK 10177-0021
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
February 26, 1997
Prudential Equity Fund, Inc.,
Gateway Center Three,
100 Mulberry Street,
Newark, New Jersey 07102-4077.
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 201,423,318 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.
<PAGE>
Prudential Equity Fund, Inc.
- -2-
We have relied as to certain matters on
information obtained
from public officials, your officers 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
