August 16, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Rule 24f-2 Notice for Prudential Strategist Fund, Inc.
(formerly Prudential Growth Fund, Inc.
(File No. 2-82764)
Ladies and Gentlemen:
This Notice is filed on behalf of Prudential Strategist Fund, Inc. pursuant
to the requirements of Rule 24f-2 under the Investment Company Act of 1940.
1. Fiscal period for which notice is filed: 3/1/95-6/23/95.
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 period 3/1/95: None.
3. The number of shares registered during the fiscal period ended
6/23/95 other than pursuant to Rule 24f-2: None.
4. The number of shares sold* during the fiscal period ended
6/23/95: 170,986.
5. The number of shares sold during the fiscal period ended 6/23/95
in reliance upon Rule 24f-2: 170,986.
Pursuant to the requirements of Rule 24f-2, there is enclosed the required
opinion of counsel.
Very truly yours,
/s/ S. Jane Rose
SJR S. Jane Rose
Encls. Secretary
Calculation of Fee No. of Shares Dollar Amount
*Shares sold 170,986 $ 2,534,713
Shares redeemed 1,265,788 $18,604,086
Net sales for calculation
of fee (1,094,802) $(16,069,373)
Fee at 1/29 of 1% $ 0
Prudential Strategist Fund, Inc.
Treasurer's Certificate
The undersigned, Treasurer of Prudential Strategist Fund, Inc., a Maryland
corporation (the "Fund"), does hereby certify as follows:
1. For the fiscal period March 1, 1995 through June 23,
1995 (the "fiscal period"), the Fund issued 170,986 shares of
Common Stock, $.01 par value, consisting of 151,120 Class A
shares, 19,866 Class B shares and 0 Class C shares.
2. In respect of the issuance of such 170,986 shares,
consisting of 151,120 Class A shares, 19,866 Class B shares and
0 Class C shares, the Fund received cash consideration of
$2,534,713, consisting of $2,267,769 for Class A shares,
$266,944 for Class B shares and 0 for Class C shares.
3. With respect to each share issued, the Fund received
cash consideration not less than the net asset value per share
on the date issued and not less than $.01 per share.
4. To the best of my knowledge and belief, the Fund is
in good standing in the State of Maryland.
5. At no time during the fiscal period were there issued
and outstanding more shares of the Fund's Common Stock than
authorized by the Articles of Incorporation.
In Witness Whereof, I have hereunto signed my name as Treasurer of
the Fund.
Date: August 4, 1995
(SEAL) /s/ Eugene S. Stark
Eugene S. Stark
August 16, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Prudential Strategist Fund, Inc.
(formerly Prudential Growth Fund, Inc.)
File No. 2-82764
Ladies and Gentlemen:
On behalf of Prudential Strategist Fund, Inc. enclosed for filing under the
Investment Company Act of l940 are:
(l) One copy of the Rule 24f-2 Notice; and
(2) Opinion of counsel to the Fund.
These documents have been filed using the Edgar system.
If you have any questions relating to the foregoing, please call the
undersigned at (212) 214-l248.
Please acknowledge receipt via EDGAR.
Very truly yours,
/s/ Deborah A. Docs
Deborah A. Docs
Assistant Secretary
Enclosures
cc: John E. Baumgardner, Jr., Esq.
(Sullivan & Cromwell)
Prudential Strategist Fund, Inc. -2-
SULLIVAN & CROMWELL
NEW YORK TELEPHONE: (212) 558-4000
TELEX: 62694 (INTERNATIONAL) 127816 (DOMESTIC)125 Broad Street, New York 10004-
2498
CABLE ADDRESS: LADYCOURT, NEW YORK
__________
FACSIMILE: (212) 558-3588 (125 Broad Street)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 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
GLOUCESTER TOWER, 11 PEDDER STREET, HONG KONG
August 15, 1995
Prudential Strategist 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 170,986 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
