April 28, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Rule 24f-2 Notice for Prudential Growth Fund, Inc.
(File No. 2-82764)
Ladies and Gentlemen:
This Notice is filed on behalf of Prudential Growth Fund, Inc.
pursuant to the requirements of Rule 24f-2 under the Investment
Company Act of 1940.
1. Fiscal year for which notice is filed: 2/28/94.
2. Number of shares registered under the Securities Act of
1933 other than pursuant to Rule 24f-2 but which remained
unsold as of the beginning of the fiscal year, 3/1/93:
None.
3. The number of shares registered during the fiscal year
ended 2/28/94 other than pursuant to Rule 24f-2: None.
4. The number of shares sold* during the fiscal year ended
2/28/94: 1,990,603.
5. The number of shares sold during the fiscal year ended
2/28/94 in reliance upon Rule 24f-2: 1,990,603.
Pursuant to the requirements of Rule 24f-2, there is enclosed
the required opinion of counsel.
Very truly yours,
/s/ S. Jane Rose
SJR/jng S. Jane Rose
Encls. Secretary
Calculation of Fee No. of Shares Dollar Amount
*Shares sold 1,990,603 $ 31,360,840
Shares redeemed 5,150,242 $ 81,058,672
Net sales for calculation
of fee (3,159,639) $(49,697,832)
Fee at 1/29 of 1% $ - 0 -
SULLIVAN & CROMWELL
NEW YORK TELEPHONE: (212) 558-4000
TELEX: 62694 (INTERNATIONAL) 127816 (DOMESTIC)
CABLE ADDRESS: LADYCOURT, NEW YORK
FACSIMILE: (212) 558-3588 (125 Broad Street)
125 Broad Street, New York 10004-2498
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 VEND-ME, 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
GLOUCESTER TOWER, 11 PEDDER STREET, HONG KONG
April 28, 1994
Prudential Growth 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 1,990,603 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 by the laws of any other jurisdiction.
We have relied as to certain matters on information obtained from public
officers, your employees 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,
/s/ Sullivan & Cromwell
Sullivan & Cromwell
