PRUDENTIAL GROWTH FUND INC
N-30D, 1994-05-11
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ANNUAL REPORT                 February 28, 1994

                                  Prudential Growth
                                  Fund, Inc.
- ---------------------------------------------------
                            Prudential Mutual Funds
                              BUILDING YOUR FUTURE
                                     (LOGO)
                                ON OUR STRENGTH
 <PAGE>
<PAGE>

                             LETTER TO
                             SHAREHOLDERS

                                                           April 7, 1994
Dear Shareholder:

  The past 12 months were a time of transition for the U.S. stock market, as 
the focus moved from growth stocks to more economically sensitive issues.  
During the fiscal year, the Fund benefitted from its technology holdings, as 
well as its exposure to the bank and insurance sectors. In contrast, our 
weighing in telecommunications turned in fairly flat or negative returns for 
the fiscal year.  We generally avoided drug, food and soft drink stocks, which 
were among 1993's worst performers.

  In February, and again in March, inflationary fears caused the Federal 
Reserve to raise short-term interest rates.  Despite the strengthening 
economy, this news caused a sell-off in the stock and bond markets near the 
end of the month.  In general, bonds declined more than equities. For the 
first quarter of 1994, the S&P Composite Index had a return of -2.8%, while 
the Shearson Bond Index returned -5.9%.  In addition, the high-quality 30-year 
municipal bond had a -11.6% return.  In this environment, all stock market 
sectors and  most equity funds were affected.  As a result, the Prudential 
Growth Fund's one year average annual total returns as of March 31, 1994 
(see page 2) were negative.

<TABLE>
<CAPTION>
                         HISTORICAL TOTAL RETURNS1
                          As of February 28, 1994

<S>          <C>          <C>         <C>         <C>
             One-Year     Five-Year   Ten-Year    Since Inception

Class A        8.8%         N/A         N/A             37.1%

Class B        8.0%        47.4%       195.1%           151.6%

Lipper Growth
Fund Avg.*     9.5%        92.6%       271.7%           439.8%

</TABLE>

  1Source: Lipper Analytical Services.  Past performance is no guarantee of 
future results and an investor's shares, when redeemed, may be worth more or 
less than their original value.  These figures do not take into account sales 
charges.  The Fund charges a maximum sales load of 5.25% for Class A shares. 
Class B shares are subject to a declining contingent deferred sales charge of 
5%, 4%, 3%, 2%, 1% and 1%, respectively, for the first six years.

  *These are the average returns of 420 growth funds for one year, 223 for five 
years, 121 for ten years, and 166 since inception according to Lipper 
Analytical Services, Inc.


                                 -1-

<PAGE>

<TABLE>
<CAPTION>

                    AVERAGE ANNUAL TOTAL RETURNS2
                         As of March 31, 1994

<S>            <C>            <C>               <C>         <C>
               One Year       Five Year         Ten-Year    Since Incep.*

Class A          -8.0%           N/A               N/A          4.7%

Class B          -8.4%           6.1%              10.7%        8.2%
</TABLE>

  2Source: Prudential Mutual Fund Management, Inc. These averages take into
account applicable sales charges.

  *Inception on: 1/22/90 for Class A; 6/13/83 for Class B.

Five  Largest  Holdings*
As of February 28, 1994

1. First Financial            4.8%
   Management Corp.

2. Varity Corp.               4.6%

3. Computer Associates        4.0%
   International, Inc.

4. Stewart & Stevenson        3.0%
   Services, Inc.

5. Telefonica de Espana S.A.  2.8%
   (Spain)

* Percent of portfolio assets

  As of February 28, 1994, the Fund's net asset value was $15.11 for Class A 
and $14.99 for Class B shares.  During the 12-month period ended February 28, 
1994, the Fund paid dividends and distributions totaling $1.95 per Class A and 
Class B share.

Portfolio Summary and Activity

  During the 12 months ended February 28, 1994, we continued to favor 
economically sensitive sectors like technology and lodging.  For example, 
portfolio holding Computer Associates International (4.0% of the portfolio on 
February 28), which develops and markets software for integrated systems and 
exports over half of its products, should benefit from the growing U.S. 
economy as well as Europe's recovery.

  In the second half of the Fund's fiscal year, we added exposure to the 
lodging industry.  We believe this sector may profit from the U.S. economic 
upswing as well as the airline industry's trend toward lower fares. One 
example is Hospitality Franchise (2.2% of the portfolio at the end of 
February) which owns Days Inn, Ramada Inn in the U.S. and Howard Johnsons.

  As we mentioned in our last report, we expect credit card usage to increase 
as their applications increase.  For example, credit cards can now be used for 
paying college tuition as well as buying groceries and fast food.  In the last 
year, we have focused on companies that are poised to profit from this trend 
like First Financial Management (our largest portfolio holding and 4.8% of 
portfolio at the end of February), which provides credit card authorization and
check verification services.

  In the 12-months ended February 28, 1994, the Fund maintained its positions 
in multinationals, like Caterpillar, the largest manufacturer of construction 
equipment in the world (.76% of the portfolio on February 28, 1994) which may 
increase earnings as Europe recovers. In addition, our foreign holdings like 
Telefonica de Espana should also benefit from an improving worldwide economy.

                               -2-

<PAGE>

Investment Outlook

  Many forecasters expect the Federal Reserve to continue to raise short-term 
rates, which will likely keep the credit markets on the defensive. 
Unfortunately, the specter of a rate increase is even overshadowing positive 
earnings reports.

  For the near term, we remain focused on stocks that can benefit from a 
recovery in the U.S. and worldwide.  We have also increased our cash position 
until market confidence improves.  Hopefully the Federal Reserve's battle to 
slow the economy will not be a protracted one, or one that requires a sharp 
rate increase.

  As always, it is a pleasure to have you as a shareholder of the Prudential 
Growth Fund and to take this opportunity to report our activities to you.

Sincerely,

Lawrence C. McQuade
President


Greg A. Smith
Portfolio Manager


                                      -3-
 <PAGE>
<PAGE>
PRUDENTIAL GROWTH FUND, INC.                      Portfolio of Investments
                                                         February 28, 1994
<TABLE>
<CAPTION>
                                           Value
Shares              Description           (Note 1)

<C>        <S>                            <C>
           LONG-TERM INVESTMENTS
           Common Stock--85.7%
           Aerospace/Defense--2.0%
 45,000    Allied-Signal, Inc...........  $  3,436,875
 15,000    Boeing Co....................       701,250
                                          ------------
                                             4,138,125
                                          ------------
           Airlines--3.9%
100,000    AMR Corp.....................     5,025,000
 90,000    Southwest Airlines Co........     3,071,250
                                          ------------
                                             8,096,250
                                          ------------
           Asset Management--1.1%
 45,000    John Nuveen Co...............     1,051,875
 25,000    U.S. Trust Corp..............     1,268,750
                                          ------------
                                             2,320,625
                                          ------------
           Banking--3.1%
 45,000    C S Holding (ADR)
             (Switzerland)..............       998,437
 55,000    First Security Corp..........     1,595,000
 45,000    Leader Financial Corp.*......       905,625
 45,000    Southern National Corp.......       900,000
 80,000    West One Bancorp.............     2,130,000
                                          ------------
                                             6,529,062
                                          ------------
           Business Services--5.3%
157,000    First Financial Mgmt.
             Corp.......................     9,243,375
 34,800    SPS Transaction Services.....     1,861,800
                                          ------------
                                            11,105,175
                                          ------------
           Chemicals--0.7%
 12,800    Air Products & Chemicals,
             Inc........................       609,600
 40,000    Praxair, Inc.................       750,000
                                          ------------
                                             1,359,600
                                          ------------
           Chemical-Specialty--1.8%
 58,000    Ferro Corp...................     2,022,750
 37,200    IMC Fertilizer Group, Inc....     1,701,900
                                          ------------
                                             3,724,650
                                          ------------
           Computer & Related Equipment--3.6%
 15,000    Compaq Computer Corp.*.......     1,481,250
 
<CAPTION>
                                             Value
Shares              Description             (Note 1)
<C>          <S>                        <C>
   185,000    EMC Corp................  $  3,584,375
              General Instrument
    32,500      Corp.*................     1,539,688
              International Business
     5,000      Machines Corp.........       264,375
     7,000    Motorola, Inc...........       732,795
                                        ------------
                                           7,602,483
                                        ------------
              Computer Software & Services--8.1%
    50,000    AutoDesk, Inc...........     2,887,500
    80,000    BISYS Group, Inc.*......     1,500,000
              Computer Associates
   210,000      International, Inc....     7,717,500
    25,000    Informix Corporation....       587,500
   125,000    Oracle Systems Corp.*...     4,125,000
                                        ------------
                                          16,817,500
                                        ------------
              Consumer Products--2.6%
    65,000    Colgate-Palmolive Co....     4,233,125
              Paragon Trade Brands,
    35,000      Inc.*.................     1,168,125
                                        ------------
                                           5,401,250
                                        ------------
              Electronics--1.3%
    70,000    Paging Network, Inc.*...     1,960,000
              Reliance Electric
    45,000      Co.*..................       781,875
                                        ------------
                                           2,741,875
                                        ------------
              Exploration & Production--1.1%
    20,000    Cabot Corp..............     1,040,000
              Potash Corp.
    45,000      Saskatchewan, Inc.....     1,164,375
                                        ------------
                                           2,204,375
                                        ------------
              Financial Services--1.2%
    97,000    CTL Credit, Inc.*.......     1,333,750
    75,667    Mercury Finance Corp....     1,153,917
                                        ------------
                                           2,487,667
                                        ------------
</TABLE>
 
                                    -4-     See Notes to Financial Statements.
 <PAGE>
<PAGE>
PRUDENTIAL GROWTH FUND, INC.
<TABLE>
<CAPTION>
                                           Value
Shares              Description           (Note 1)
<C>        <S>                           <C>
           Food & Beverage--2.1%
 30,000    Brothers Gourmet Coffees,
             Inc........................  $    532,500
 40,000    Celestial Seasonings,
             Inc.*......................     1,150,000
395,000    RJR Nabisco Hldgs. Corp.*....     2,715,625
                                          ------------
                                             4,398,125
                                          ------------
           Health Care Services (HMO)--1.9%
 15,000    Oxford Health Plans, Inc.*...       967,500
 50,000    Ramsay-HMO, Inc.*............     2,687,500
 10,000    Sierra Health Services,
             Inc.*......................       282,500
                                          ------------
                                             3,937,500
                                          ------------
           Home Building & Real Estate--1.6%
 40,000    McArthur Glen Reality
             Corp.......................     1,110,000
 60,000    Southern Energy Homes,
             Inc.*......................     1,035,000
 40,000    TJ International, Inc........     1,090,000
                                          ------------
                                             3,235,000
                                          ------------
           Hotel/Motel--4.2%
 30,000    Hilton Hotels Corp...........     2,178,750
 72,500    Hospitality Franchise
             Systems, Inc.*.............     4,277,500
 56,600    Louisiana Quinta Inns,
             Inc........................     2,200,325
                                          ------------
                                             8,656,575
                                          ------------
           Insurance/Annuity--4.5%
 95,000    Amvestors Financial Corp.*...     1,021,250
120,000    Equitable of Iowa Companies,
             Inc........................     4,185,000
120,000    SunAmerica, Inc..............     4,260,000
                                          ------------
                                             9,466,250
                                          ------------
           Leisure--0.5%
 15,000    Disney (Walt) Co.............       721,875
 10,000    Hollywood Park, Inc..........       234,375
                                          ------------
                                               956,250
                                          ------------
           Machinery & Equipment--11.1%
 13,500    Caterpillar, Inc.............     1,463,063
 12,500    Cincinnati Milacron, Inc.....       292,000
 24,000    Deere & Co...................     2,025,000
 65,000    Flow International Corp.*....       414,375
 88,500    Illinois Tool Works, Inc.....     3,805,500


              Stewart & Stevenson
   115,000      Services, Inc.........  $  5,721,250
              Trinity Industries,
    15,000      Inc...................       665,625
   195,000    Varity Corp.*...........     8,872,500
                                        ------------
                                          23,259,313
                                        ------------
              Medical Supplies--1.3%
    70,000    Patterson Dental Co.*...     2,283,750
    20,000    Resound Corp.*..........       375,000
                                        ------------
                                           2,658,750
                                        ------------
              Mineral Resources--0.3%
    30,000    Placer Dome, Inc........       723,750
                                        ------------
              Office Equipment & Supplies--1.0%
    20,000    Singer Co...............       754,076
              Viking Office Products,
    30,000      Inc.*.................     1,402,500
                                        ------------
                                           2,156,576
                                        ------------
              Paper & Forest Products--0.8%
              Louisiana Pacific
    40,000      Corp..................     1,720,000
                                        ------------
              Pharmaceuticals--1.4%
    50,000    Ivax Corp...............     1,756,250
              Syncor International
    54,000      Corp.*................     1,174,500
                                        ------------
                                           2,930,750
                                        ------------
              Railroads--2.9%
              Consolidated Rail
    30,000      Corp..................     1,863,750
    30,000    CSX Corp................     2,640,000
              Illinois Central
    42,700      Corp..................     1,526,525
                                        ------------
                                           6,030,275
                                        ------------
              Retail-General Merchandise--0.5%
    20,000    Kohls Corp.*............     1,020,000
                                        ------------
              Retail-Specialty--3.4%
    55,000    Home Depot, Inc.........     2,289,375
    35,000    Tandy Corp..............     1,452,500
    40,000    Lowes Companies, Inc....     2,645,000
              Ultimate Electronics,
    55,000      Inc.*.................       605,000
                                        ------------
                                           6,991,875
                                        ------------
</TABLE>
 
                                    -5-     See Notes to Financial Statements.
 <PAGE>
<PAGE>
PRUDENTIAL GROWTH FUND, INC.
<TABLE>
<CAPTION>
                                           Value
Shares              Description           (Note 1)
<C>           <S>                       <C>
           Steel--2.1%
205,000    Bethlehem Steel Corp.*.......  $  4,458,750
                                          ------------
           Telecommunications--4.6%
 35,000    British Telecommunications
             PLC (ADR) (Great
             Britain)...................     2,288,125
 25,000    Cable & Wireless Public Ltd.
             Co. (ADR) (Great
             Britain)...................       531,250
 30,000    MCI Communications Corp......       822,500
 15,000    Nextel Communications Inc....       639,990
135,900    Telefonica de Espana (ADR)
             (Spain)....................     5,385,037
                                          ------------
                                             9,666,902
                                          ------------
           Textiles--0.9%
 50,000    Phillips Van Heusen Corp.....     1,781,250
                                          ------------
           Transportation--2.4%
 20,000    Kansas City Southern
             Industries, Inc............       902,500
 95,000    XTRA Corp....................     4,203,750
                                          ------------
                                             5,106,250
                                          ------------
           Trucking & Shipping--1.8%
 70,000    Airborne Freight Corp........     2,607,500
 70,000    Anangel-Amer. Shipholdings,
             (ADR) (Cayman Islands).....     1,251,250
                                          ------------
                                             3,858,750
                                          ------------
           Waste Management--0.6%
 15,000    Mid-American Waste Systems,
             Inc........................       142,500
 45,000    WMX Technologies, Inc........     1,108,125
                                          ------------
                                             1,250,625
                                          ------------
           Total long-term investments
             (cost $154,924,206)........   178,792,153
                                          ------------
</TABLE>
 
<TABLE>
<CAPTION>
Par Value                                  Value
  (000)             Description           (Note 1)
<C>        <S>                           <C>
           SHORT-TERM INVESTMENTS
           Commercial Paper--6.1%
           Koch Industries
$ 6,800    3.47%, 3/1/94................  $  6,800,000
           Receivables Capital
             Corporation
  6,000    3.25%, 3/1/94................     6,000,000
                                          ------------
           Total short-term investments
             (cost $12,800,000).........    12,800,000
                                          ------------
           Total investments before
             short sales--91.8%
             (cost $167,724,206; Note
             4).........................   191,592,153
                                          ------------
 
<CAPTION>
Shares     COMMON STOCKS SOLD SHORT--(.3%)
- -------
<C>        <S>                            <C>
           Commercial Bank
 10,000    State Street Bank & Trust
             Company....................      (372,500)
           International Telecommunications
  5,000    HK Telecom*..................      (284,375)
                                          ------------
           Total investments sold short
             (proceeds $656,178)........      (656,875)
                                          ------------
           Total investments, net of
             short sales--91.5%.........   190,935,278
           Other assets in excess of
           liabilities--8.5%............    17,649,282
                                          ------------
           Net Assets--100%.............  $208,584,560
                                          ------------
                                          ------------
</TABLE>
 
- ------------------
 * Non-income producing security.
ADR--American Depository Receipt.

                                   -6-     See Notes to Financial Statements.
 <PAGE>
<PAGE>

 PRUDENTIAL GROWTH FUND, INC.
 Statement of Assets and Liabilities
<TABLE>
<CAPTION>

Assets                                                                                    February 28, 1994
                                                                                          -----------------
<S>                                                                                       <C>
Investments, at value (cost $167,724,206)..............................................     $ 191,592,153
Cash...................................................................................            53,769
Receivable for investments sold........................................................        23,610,910
Receivable for Fund shares sold........................................................         1,873,430
Dividends receivable...................................................................           301,352
Other assets...........................................................................            17,389
                                                                                          ---------------
    Total assets.......................................................................       217,449,003
                                                                                          ---------------
Liabilities
Payable for investments purchased......................................................         6,959,959
Investments sold short, at value (proceeds $656,178)...................................           656,875
Payable for Fund shares reacquired.....................................................           565,770
Accrued expenses.......................................................................           422,159
Distribution fee payable...............................................................           158,828
Management fee payable.................................................................           100,852
                                                                                          ---------------
    Total liabilities..................................................................         8,864,443
                                                                                          ---------------
Net Assets.............................................................................     $ 208,584,560
                                                                                          ---------------
                                                                                          ---------------
Net assets were comprised of:
  Common stock, at par.................................................................     $     139,105
  Paid-in capital in excess of par.....................................................       176,251,278
                                                                                          ---------------
                                                                                              176,390,383
  Accumulated net investment loss......................................................         (745,215)
  Accumulated net realized gain on investments.........................................         9,072,142
  Net unrealized appreciation on investments...........................................        23,867,250
                                                                                          ---------------
Net assets, February 28, 1994..........................................................     $ 208,584,560
                                                                                          ---------------
                                                                                          ---------------
Class A:
  Net asset value and redemption price per share
    ($5,469,467 (div) 361,879 shares of common stock issued and outstanding)...........            $15.11
  Maximum sales charge (5.25% of offering price).......................................               .84
                                                                                          ---------------
  Maximum offering price to public.....................................................            $15.95
                                                                                          ---------------
                                                                                          ---------------
Class B:
  Net asset value, offering price and redemption price per share
    ($203,115,093 (div) 13,548,588 shares of common stock issued and outstanding)......            $14.99
                                                                                          ---------------
                                                                                          ---------------
</TABLE>
 
See Notes to Financial Statements.
                                      -7-
 <PAGE>
<PAGE>

 PRUDENTIAL GROWTH FUND, INC.
 Statement of Operations
<TABLE>
<CAPTION>
                                         Year Ended
                                          February
                                             28,
Net Investment Loss                         1994
                                         -----------
<S>                                      <C>
Income
  Dividends (net of foreign
    withholding taxes of $61,241).....   $ 3,073,793
  Interest............................       355,411
                                         -----------
    Total income......................     3,429,204
                                         -----------
Expenses
  Distribution fee--Class A...........         8,690
  Distribution fee--Class B...........     2,180,398
  Management fee......................     1,388,821
  Transfer agent's fees and
  expenses............................       550,000
  Custodian's fees and expenses.......       189,000
  Reports to shareholders.............       100,000
  Registration fees...................        88,000
  Audit fee...........................        55,000
  Directors' fees.....................        48,750
  Legal fees..........................        40,000
  Franchise taxes.....................        29,000
  Miscellaneous.......................        24,558
                                         -----------
    Total expenses....................     4,702,217
                                         -----------
Net investment loss...................    (1,273,013)
                                         -----------
Realized and Unrealized Gain (Loss) on
Investments
Net realized gain (loss) on:
  Investment transactions.............    31,254,806
  Written options.....................        19,731
  Futures transactions................        25,428
  Investments sold short..............      (412,051)
                                         -----------
                                          30,887,914
                                         -----------
Net change in unrealized appreciation
  on:
  Investments.........................   (12,403,556)
  Investments sold short..............          (697)
                                         -----------
                                         (12,404,253)
                                         -----------
Net gain on investments...............    18,483,661
                                         -----------
Net Increase in Net Assets
Resulting from Operations.............   $17,210,648
                                         -----------
                                         -----------
</TABLE>
 
 PRUDENTIAL GROWTH FUND, INC.
 Statement of Changes in Net Assets
<TABLE>
<CAPTION>
Increase (Decrease) in      Year Ended February 28,
Net Assets                    1994            1993
<S>                       <C>             <C>
                          ------------    ------------
Operations
  Net investment income
  (loss)................. $ (1,273,013)   $    946,136
  Net realized gain on
    investments..........   30,887,914       8,855,184
  Net change in
    unrealized
    appreciation of
    investments..........  (12,404,253)     (4,195,990)
                          ------------    ------------
  Net increase in net
    assets resulting from
    operations...........   17,210,648       5,605,330
                          ------------    ------------
Net equalization
  debits.................      (76,178)       (162,716)
                          ------------    ------------
Dividends and distributions (Note 1)
  Dividends to
    shareholders from net
    investment income
    Class A..............           --         (44,533)
    Class B..............           --      (1,113,083)
                          ------------    ------------
                                    --      (1,157,616)
                          ------------    ------------
  Distributions to
    shareholders from net
    realized capital
    gains
    Class A..............     (488,857)       (148,147)
    Class B..............  (25,505,673)     (7,810,315)
                          ------------    ------------
                           (25,994,530)     (7,958,462)
                          ------------    ------------
Fund share transactions
  (Note 5)
  Proceeds from shares
  sold...................   33,043,389     140,851,772
  Net asset value of
    shares issued in
    reinvestment of
    dividends and
    distributions........   24,494,400       8,521,054
  Cost of shares
  reacquired.............  (80,947,271)   (185,872,452)
                          ------------    ------------
  Net decrease in net
    assets from
    Fund share
    transactions.........  (23,409,482)    (36,499,626)
                          ------------    ------------
Total decrease...........  (32,269,542)    (40,173,090)
                          ------------    ------------
Net Assets
Beginning of year........  240,854,102     281,027,192
                          ------------    ------------
End of year.............. $208,584,560    $240,854,102
                          ------------    ------------
                          ------------    ------------
</TABLE>
 
See Notes to Financial Statements.        See Notes to Financial Statements.
                                      -8-
 <PAGE>
<PAGE>
 PRUDENTIAL GROWTH FUND, INC.
 Notes to Financial Statements
   Prudential Growth Fund, Inc. (the ``Fund''), is registered under the
Investment Company Act of 1940 as a diversified, open-end management investment
company. The Fund's investment objective is to seek a high total return
consistent with reasonable risk through allocating assets among equity
securities, fixed-income securities and cash based on an evaluation of current
market and economic conditions.
                              
Note 1. Accounting            The following is a summary of
Policies                      significant accounting policies 
                              followed by the Fund in the preparation of its
financial statements.
Security Valuation: Investments traded on an exchange and NASDAQ National 
Market Equity Securities are valued at the last reported sales price on the 
primary exchange on which they are traded. Securities traded in the 
over-the-counter market (including securities listed on exchanges whose 
primary market is believed to be over-the-counter) and listed securities for 
which no sales were reported on that date are valued at the mean between the 
last reported bid and asked prices. Stock options traded on national 
securities exchanges are valued at the closing prices on such exchanges. 
Securities for which market quotations are not readily available are valued at 
fair value as determined in good faith by, or under the direction of, the 
Fund's Board of Directors.
   Short-term securities which mature in more than 60 days are valued at 
current market quotations. Short-term securities which mature in 60 days or 
less are valued at amortized cost.
Securities Transactions and Investment Income: Securities transactions are
recorded on the trade date. Realized gains or losses on sales of securities are
calculated on the identified cost basis. Dividend income is recorded on the
ex-dividend date; interest income is recorded on the accrual basis. Net
investment income/loss (other than distribution fees) and unrealized and
realized gains or losses are allocated daily to each class of shares of the 
Fund based upon the relative proportion of net assets of each class at the 
beginning of the day.
Financial Futures Contracts: A financial futures contract is an agreement to
purchase (long) or sell (short) an agreed amount of securities at a set price
for delivery on a future date. Upon entering into a financial futures contract,
the Fund is required to pledge to the broker an amount of cash and/or other
assets equal to a certain percentage of the contract amount. This amount is
known as the ``initial margin''. Subsequent payments, known as ``variation
margin'', are made or received by the Fund each day, depending on the daily
fluctuations in the value of the underlying security. Such variation margin is
recorded for financial statement purposes on a daily basis as unrealized gains
or losses until the contracts expire or are closed, at which time the gains or
losses is reclassified to realized gain or loss. The Fund invests in financial
futures contracts solely for the purpose of hedging its existing portfolio
securities or securities the Fund intends to purchase against fluctuations in
value caused by changes in prevailing market interest rates. Should interest
rates move unexpectedly, the Fund may not achieve the anticipated benefits of
the financial futures contracts and may realize a loss. The use of futures
transactions involves the risk of imperfect correlation in movements in the
price of futures contracts, interest rates and the underlying hedged assets.
There were no financial futures contracts outstanding at February 28, 1994.
Option Writing: When the Fund writes an option, an amount equal to the premium
received by the Fund is recorded as a liability and is subsequently adjusted to
the current market value of the option written. Premiums received from writing
options which expire unexercised are treated by the Fund on the expiration date
as realized gains from the sale of options. The difference between the premium
and the amount paid on effecting a closing purchase transaction, including
brokerage commissions, is also treated as a realized gain, or if the premium is
less than the amount paid for the closing purchase transaction, as a realized
loss. If a call option is exercised, the premium is added to the proceeds from
the sale of the underlying security in determining whether the Fund has 
realized a gain or loss. If a put option is exercised, the premium reduces the 
cost basis of the securities purchased by the Fund. The Fund, as writer of an 
option, may have no control over whether the underlying securities may be sold 
(call) or purchased (put) and as a result bears the market risk of an 
unfavorable change in the price of the security underlying the written option. 
There were no written options outstanding at February 28, 1994.
Short Sales: The Fund may sell a security it does not own in anticipation of a
decline in the market value of that security (short sale). When the Fund makes 
a short sale, it must borrow the security sold short and deliver it to the
broker-dealer through which it made the short sale as collateral for its
obligation to deliver the security upon conclusion of
                                      -9-
 <PAGE>
<PAGE>
the sale. The Fund may have to pay a fee to borrow the particular security and
may be obligated to pay over any payments received on such borrowed securities.
A gain, limited to the price at which the Fund sold the security short, or a
loss, unlimited in magnitude, will be recognized upon the termination of a 
short sale if the market price at termination is less than or greater than,
respectively, the proceeds originally received.
Equalization: The Fund follows the accounting practice known as equalization, 
by which a portion of the proceeds from sales and costs of reacquisitions of 
Fund shares, equivalent on a per share basis to the amount of distributable 
net investment income on the date of the transaction, is credited or charged 
to undistributed net investment income. As a result, undistributed net 
investment income per share is unaffected by sales or reacquisitions of the 
Fund's shares. 
Dividends and Distributions: The Fund expects to pay dividends of net 
investment income, if any, semi-annually and make distributions at least 
annually of any net capital gains. Dividends and distributions are recorded on 
the ex-dividend date.
   Income distributions and capital gain distributions are determined in
accordance with income tax regulations which may differ from generally accepted
accounting principles.
Reclassification of Capital Accounts: Effective March 1, 1993, the Fund began
accounting and reporting for distributions to shareholders in accordance with
Statement of Position 93-2: Determination, Disclosure, and Financial Statement
Presentation of Income, Capital Gain, and Return of Capital Distributions by
Investment Companies. As a result of this statement, the Fund changed the
classification of distributions to shareholders to better disclose the
differences between financial statement amounts and distributions determined in
accordance with income tax regulations. The effect caused by adopting this
statement was to increase paid-in capital by $1,672,698, decrease undistributed
net investment income by $1,652,300, and decrease accumulated net realized 
gains by $20,398 compared to amounts previously reported through February 28, 
1993. During the year ended February 28, 1994, the Fund reclassified 
$1,273,013 of net operating losses to accumulated net realized gains; there 
was no net effect on paid in capital. Net investment income, net realized 
gains, and net assets were not effected by this change.
Federal Income Taxes: It is the Fund's policy to continue to meet the
requirements of the Internal Revenue Code applicable to regulated investment
companies and to distribute all of its taxable net income to its shareholders.
Therefore, no federal income tax provision is required.
   Withholding taxes on foreign dividends have been provided for in accordance
with the Fund's understanding of the applicable country's tax rates.
                              
Note 2. Agreements            The Fund has a management
                              agreement with Prudential Mutual Fund Management,
Inc. (``PMF''). Pursuant to this agreement, PMF has responsibility for all
investment advisory services and supervises the subadviser's performance of 
such services. PMF has a subadvisory agreement with Greg A. Smith Asset 
Management Corporation (``GSAM''); GSAM furnishes investment advisory services 
to PMF in connection with the management of the Fund. PMF pays for the 
subadviser's services, compensation of officers of the Fund, occupancy and 
certain clerical and bookkeeping costs of the Fund. The Fund bears all other 
costs and expenses.
   The management fee paid to PMF is computed daily and payable monthly, at an
annual rate of .625 of 1% of the Fund's average daily net assets up to $500
million, .55 of 1% of the next $500 million of average daily net assets and .50
of 1% of such assets in excess of $1 billion. Pursuant to the subadvisory
agreement, PMF compensates the subadviser for its services in connection with
the management of the Fund at an annual rate of .375 of 1% of the Fund's 
average daily net assets up to $500 million, .35 of 1% of the next $500 
million of average daily net assets and .30 of 1% of such average daily net 
assets in excess of $1 billion. During the year ended February 28, 1994, PMF 
earned $1,388,821 in management fees of which it paid $833,292 to GSAM under 
the foregoing agreements.
   The Fund has distribution agreements with Prudential Mutual Fund
Distributors, Inc. (``PMFD''), who acts as the distributor of the Class A 
shares of the Fund, and Prudential Securities Incorporated (``PSI'') who acts 
as distributor of the Class B shares of the Fund, (collectively the
``Distributors''). To reimburse the Distributors for their expenses incurred in
distributing and servicing the Fund's Class A and B shares, the Fund, pursuant
to plans of distribution, pays the Distributors a reimbursement, accrued daily
and payable monthly.
   Pursuant to the Class A Plan, the Fund reimburses PMFD for its expenses with
respect to Class A shares at an annual rate of up to .30 of 1% of the average
daily net assets of the Class A shares. Such expenses under the Class A Plan
were .20 of 1% of the average daily net assets of the Class A shares for the 
ten months ended December 31, 1993. Effective January 1, 1994, the Class A 
plan distribution expenses were increased to .25 of 1% of the average daily 
net assets. PMFD pays various broker-dealers, including PSI and Pruco 
Securities Corporation (``Prusec''), affiliated broker-dealers,
                                      -10-
 <PAGE>
<PAGE>
for account servicing fees and other expenses incurred by such broker-dealers.
   Pursuant to the Class B Plan, the Fund reimburses PSI for its
distribution-related expenses with respect to Class B shares at an annual rate
of up to 1% of the average daily net assets of the Class B shares.
   The Class B distribution expenses include commission credits for payment of
commissions and account servicing fees to financial advisers and an allocation
for overhead and other distribution-related expenses, interest and/or carrying
charges, the cost of printing and mailing prospectuses to potential investors
and of advertising incurred in connection with the distribution of shares.
   The Distributors recover the distribution expenses and service fees incurred
through the receipt of reimbursement payments from the Fund under the plans, 
and the receipt of initial sales charges (Class A only) and contingent 
deferred sales charges (Class B only) from shareholders.
   PMFD has advised the Fund that it has received approximately $44,200 in
front-end sales charges resulting from sales of Class A shares during the year
ended February 28, 1994. From these fees, PMFD paid such sales charges to
dealers (PSI & Prusec) which in turn paid commissions to salespersons and
incurred other distribution costs.
   With respect to the Class B Plan, at any given time the amount of expenses
incurred by PSI in distributing the Fund's shares and not recovered through the
imposition of contingent deferred sales charges in connection with certain
redemptions of shares may exceed the total reimbursement made by the Fund
pursuant to the Class B Plan. PSI advised the Fund that for the year ended
February 28, 1994 it received approximately $249,900 in contingent deferred
sales charges imposed upon certain redemptions by investors. PSI, as
distributor, has also advised the Fund that at February 28, 1994, the amount of
distribution expenses incurred by PSI and not yet reimbursed by the Fund or
recovered through contingent deferred sales charges approximated $757,900. This
amount may be recovered through future payments under the Class B Plan or
contingent deferred sales charges.
   In the event of termination or noncontinuation of the Class B Plan, the Fund
would not be contractually obligated to pay PSI, as distributor, for any
expenses not previously reimbursed or recovered through contingent deferred
sales charges.
   PMFD is a wholly-owned subsidiary of PMF; PSI and PMF are indirect
wholly-owned subsidiaries of The Prudential Insurance Company of America.
                             
Note 3. Other                 Prudential Mutual Fund
Transactions                  Services, Inc. (``PMFS''), a 
with Affiliates               wholly-owned subsidiary of 
                              PMF, serves as the Fund's transfer agent. For the
year ended February 28, 1994, the Fund incurred fees of approximately $432,000
for the services of PMFS. As of February 28, 1994, approximately $33,000 of 
such fees were due to PMFS. Transfer agent fees and expenses in the Statement 
of Operations also include certain out-of-pocket expenses paid to 
non-affiliates.
   For the year ended February 28, 1994, PSI earned approximately $31,000 in
brokerage commissions from portfolio transactions executed on behalf of the
Fund.
Note 4. Portfolio             Purchases and sales of invest
Securities                    ment securities, other than 
                              short-term investments, for the year ended
February 28, 1994 were $374,397,446 and $443,312,321, respectively.
   The federal income tax basis of the Fund's investments at February 28, 1994
was $167,806,047, and accordingly, net unrealized appreciation for federal
income tax purposes was $23,786,106 (gross unrealized appreciation--
$27,201,876; gross unrealized depreciation--$3,415,770).
   Transactions in options written during the year ended February 28, 1994, 
were as follows:
<TABLE>
<CAPTION>
                                         Number of    Premiums
                                         Contracts    Received
                                         ---------    --------
<S>                                      <C>          <C>
Options written.......................       500      $185,494
Options terminated in closing purchase
  transactions........................      (410)     (152,105)
Options expired.......................       (90)      (33,389)
                                         ---------    --------
Options outstanding at February 28,
  1994................................       -0-           -0-
                                         ---------    --------
                                         ---------    --------
</TABLE>
 
                              
Note 5. Capital               Class A shares are sold with a
                              front-end sales charge of up to 5.25%. Class B
shares are sold with a contingent deferred sales charge which declines from 5%
to zero depending on the period of time the shares are held. Both classes of
shares have equal rights as to earnings, assets and voting privileges except
that each class bears different distribution expenses and has exclusive voting
rights with respect to its distribution plan.
   There are 500 million shares of common stock, $.01 par value per share,
divided into two classes, designated Class A and Class B common stock, each of
which consists of 250 million authorized shares.
                                      -11-
 <PAGE>
<PAGE>
   Transactions in shares of common stock were as follows:
<TABLE>
<CAPTION>
Class A                          Shares          Amount
<S>                            <C>            <C>
                               -----------    -------------
Year ended February 28,
  1994:
Shares sold.................       574,337    $   9,064,280
Shares issued in
  reinvestment of
  distributions.............        31,195          464,547
Shares reacquired...........      (514,635)      (8,182,012)
                               -----------    -------------
Net increase in shares
  outstanding...............        90,897    $   1,346,815
                               -----------    -------------
                               -----------    -------------
<CAPTION>
Class A
<S>                            <C>            <C>
Year ended February 28,
  1993:
Shares sold.................       808,694    $  12,148,432
Shares issued in
  reinvestment of dividends
  and distributions.........        12,430          186,216
Shares reacquired...........      (878,566)     (13,201,021)
                               -----------    -------------
Net decrease in shares
  outstanding...............       (57,442)   $    (866,373)
                               -----------    -------------
                               -----------    -------------
<CAPTION>
Class B                          Shares          Amount
<S>                            <C>            <C>
                               -----------    -------------
Year ended February 28,
  1994:
Shares sold.................     1,528,319    $  23,979,109
Shares issued in
  reinvestment of
  distributions.............     1,620,447       24,029,853
Shares reacquired...........    (4,630,005)     (72,765,259)
                               -----------    -------------
Net decrease in shares
  outstanding...............    (1,481,239)   $ (24,756,297)
                               -----------    -------------
                               -----------    -------------
<CAPTION>
Class B
<S>                            <C>            <C>
Year ended February 28,
  1993:
Shares sold.................     8,684,206    $ 128,703,340
Shares issued in
  reinvestment of dividends
  and distributions.........       558,437        8,334,838
Shares reacquired...........   (11,603,701)    (172,671,431)
                               -----------    -------------
Net decrease in shares
  outstanding...............    (2,361,058)   $ (35,633,253)
                               -----------    -------------
                               -----------    -------------
</TABLE>
 
                                      -12-
 <PAGE>
<PAGE>
 PRUDENTIAL GROWTH FUND, INC.
 Financial Highlights
<TABLE>
<CAPTION>
                                          Class A                                                Class B
                   -----------------------------------------------------   ------------------------------------------------------
                                                            January 22,    
                                                             1990(dag)
PER SHARE               Year Ended February 28/29,            through                    Year Ended February 28/29,
OPERATING          -------------------------------------   February 28,    ------------------------------------------------------
PERFORMANCE:          1994       1993    1992**    1991        1990           1994        1993      1992**      1991       1990
<S>                <C>          <C>      <C>      <C>      <C>             <C>          <C>        <C>        <C>        <C>
                   ----------   ------   ------   ------   -------------   ----------   --------   --------   --------   --------
Net asset value,
  beginning of
  period.........    $15.74     $15.84   $14.91   $14.47      $ 14.45       $   15.74   $  15.86   $  14.92   $  14.46   $  13.40
                   ----------   ------   ------   ------      ------        ----------   --------   --------   --------   --------
                   
Income from investment
  operations
- ----------------------
Net investment
  income
  (loss).........       .03        .19      .21      .27          .01            (.09)       .06        .11        .17        .26
Net realized and
  unrealized gain
  on investment
  transactions...      1.29        .37     1.75      .64          .01            1.29        .37       1.73        .65       1.21
                   ----------   ------   ------   ------       ------          ------   --------   --------   --------   --------
  Total from
    investment
    operations...      1.32        .56     1.96      .91          .02            1.20        .43       1.84        .82       1.47
                   ----------   ------   ------   ------       ------        --------   --------   --------   --------   --------
Less distributions
- -----------------
Dividends from
  net investment
  income.........        --       (.18)    (.29)    (.26)          --              --       (.07)      (.16)      (.16)      (.41)
Distributions
  from net
  realized
  gains..........     (1.95)      (.48)    (.74)    (.21)          --           (1.95)      (.48)      (.74)      (.20)        --
                  ----------   ------   ------   ------        ------       ----------   --------   --------   --------   --------
  Total
 distributions...     (1.95)      (.66)   (1.03)    (.47)          --           (1.95)      (.55)      (.90)      (.36)      (.41)
                   ----------   ------   ------   ------       ------       ----------   --------   --------   --------   --------
Net asset value,
  end of
  period.........    $15.11     $15.74   $15.84   $14.91      $ 14.47       $   14.99   $  15.74   $  15.86   $  14.92   $  14.46
                   ----------   ------   ------   ------       ------      ----------   --------   --------   --------   --------
                   ----------   ------   ------   ------       ------      ----------   --------   --------   --------   --------
TOTAL RETURN#....      8.81%      3.74%   13.76%    6.74%         .14%           8.02%      2.91%     12.80%      6.03%     10.90%
RATIOS/SUPPLEMENTAL
  DATA:
Net assets, end
  of period
  (000)..........    $5,469     $4,264   $5,202   $1,105      $   147       $ 203,115   $236,590   $275,826   $277,282   $327,406
Average net
  assets (000)...    $4,172     $4,177   $2,126   $  705      $    41       $ 218,040   $246,195   $270,211   $291,028   $359,942
Ratios to average
  net assets:
  Expenses,
    including
    distribution
    fees.........      1.34%      1.29%    1.35%    1.46%        1.49%*          2.13%      2.09%      2.15%      2.26%      1.70%
  Expenses,
    excluding
    distribution
    fees.........      1.13%      1.09%    1.15%    1.26%        1.29%*          1.13%      1.09%      1.15%      1.26%      0.97%
  Net investment
    income
    (loss).......       .20%      1.13%    1.37%    1.94%        3.39%*          (.59)%     0.37%      0.74%      1.14%      1.71%
Portfolio
  turnover.......       178%        99%     146%      77%          76%            178%        99%       146%        77%        76%
</TABLE>
 
- ---------------
   * Annualized.
  ** Calculated based upon weighted average shares outstanding during the year.
(dag) Commencement of offering of Class A shares.
   # Total return does not consider the effects of sales loads. Total return is 
calculated assuming a purchase of shares on the first day and a sale on the 
last day of each period reported and includes reinvestment of dividends and 
distributions. Total returns for periods of less than one full year are not 
annualized.

See Notes to Financial Statements.
                                      -13-
 <PAGE>
<PAGE>
                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of
Prudential Growth Fund, Inc.

In our opinion, the accompanying statement of assets and liabilities, including
the portfolio of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of Prudential Growth Fund, Inc. (the
``Fund'') at February 28, 1994, the results of its operations for the year then
ended, the changes in its net assets for each of the two years in the period
then ended and the financial highlights for each of the five years in the 
period then ended, in conformity with generally accepted accounting 
principles. These financial statements and financial highlights (hereafter 
referred to as ``financial statements'') are the responsibility of the Fund's 
management; our responsibility is to express an opinion on these financial 
statements based on our audits. We conducted our audits of these financial 
statements in accordance with generally accepted auditing standards which 
require that we plan and perform the audit to obtain reasonable assurance 
about whether the financial statements are free of material misstatement. An 
audit includes examining, on a test basis, evidence supporting the amounts and 
disclosures in the financial statements, assessing the accounting principles 
used and significant estimates made by management, and evaluating the overall 
financial statement presentation. We believe that our audits, which included 
confirmation of securities at February 28, 1994 by correspondence with the 
custodian and brokers and the application of alternative auditing procedures 
where confirmations from brokers were not received, provide a reasonable 
basis for the opinion expressed above.

PRICE WATERHOUSE

1177 Avenue of the Americas
New York, New York
April 7, 1994

                                 TAX INFORMATION

   We are required by the Internal Revenue Code to advise you within 60 days 
of the Fund's fiscal year end (February 28, 1994) as to certain tax benefits
inherent in the Fund's distributions. Accordingly, we wish to advise you that
during its fiscal year ended February 28, 1994, the Fund paid distributions to
both Class A and B shareholders from net realized short-term capital gains of
$.10 per share, which are fully taxable as ordinary income, and $1.85 per share
from net realized long-term capital gains, which are taxable as long-term
capital gains. Further, we wish to advise you that 81% of the ordinary 
dividends paid in the fiscal year ended February 28, 1994 qualified for the 
corporate dividends received deduction available to corporate taxpayers.
   In January 1995, you will be advised on IRS Form 1099 DIV or substitute Form
1099 as to the federal tax status of the distributions received by you in
calendar 1994. The amounts that will be reported on such Form 1099 DIV or
substitute Form 1099 will be the amounts to use on your 1994 federal income tax
return and probably will differ from the amounts which we must report for the
Fund's fiscal year ended February 28, 1994.
                                      -14-
 <PAGE>
<PAGE>
   Past performance is not predictive of future performance and an investor's
shares, when redeemed, may be worth more or less than their original cost.
   These graphs are furnished to you in accordance with SEC regulations. They
compare a $10,000 investment in Prudential Growth Fund (Class A and Class B)
with a similar investment in the Standard & Poor's 500 Index (S&P 500) by
portraying the initial account values on Janaury 22, 1990 for Class A shares 
and March 1, 1984 for Class B shares and subsequent account values at the end 
of each fiscal year (February 28), as measured on a quarterly basis, beginning 
in 1990 for Class A shares and in 1984 for Class B shares. For purposes of 
the graphs and, unless otherwise indicated, the accompanying tables, it has 
been assumed that (a) the maximum sales charge was deducted from the initial 
$10,000 investment in Class A shares; (b) The maximum applicable contingent 
deferred sales charge was deducted from the value of the investment in Class B 
shares assuming full redemption on February 28, 1994; (c) all recurring fees 
(including management fees) were deducted; and (d) all dividends and 
distributions were reinvested.
   The S&P 500 is a capital-weighted index, representing the aggregate market
value of the common equity of 500 stocks primarily traded on the New York Stock
Exchange. The S&P 500 is an unmanaged index and includes the reinvestment of 
all dividends, but does not reflect the payment of transaction costs and 
advisory fees associated with an investment in the Fund. The securities which 
comprise the S&P 500 may differ substantially from the securities in the 
Fund's portfolio. The S&P 500 is not the only index which may be used to 
characterize performance of growth funds and other indexes may portray 
different comparative performance.
                                      -15-
 <PAGE>
<PAGE>
    Directors
    John C. Davis
    Lawrence C. McQuade
    Thomas A. Owens, Jr.
    Richard A. Redeker
    Robert J. Schultz
    Gerald A. Stahl
    Stephen Stoneburn
    Robert H. Wellington
    Officers
    Lawrence C. McQuade, President
    David W. Drasnin, Vice President
    Robert F. Gunia, Vice President
    Susan C. Cote, Treasurer
    S. Jane Rose, Secretary
    Deborah Docs, Assistant Secretary
    Manager
    Prudential Mutual Fund Management, Inc.
    One Seaport Plaza
    New York, NY 10292
    Investment Adviser
    Greg A. Smith Asset Management Corporation
    One Seaport Plaza
    New York, NY 10292
    Distributors
    Prudential Mutual Fund Distributors, Inc.
    Prudential Securities Incorporated
    One Seaport Plaza
    New York, NY 10292
    Custodian
    State Street Bank and Trust Company
    One Heritage Drive
    North Quincy, MA 02171
    Transfer Agent
    Prudential Mutual Fund Services, Inc.
    P.O. Box 15005
    New Brunswick, NJ 08906
    Independent Accountants
    Price Waterhouse
    1177 Avenue of the Americas
    New York, NY 10036
    Legal Counsel
    Sullivan & Cromwell
    125 Broad Street
    New York, NY 10004
                               One Seaport Plaza
                               New York, NY 10292
                            Toll free (800) 225-1852
                             Collect (908) 417-7555
  This report is not authorized for distribution to prospective investors unless
preceded or
accompanied by a current prospectus.

743943102                              MF114E
743943201                              Cat. #43301A2



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