July 30, 1996
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Rule 24f-2 Notice for Prudential Global Genesis Fund, Inc.
(File No. 811-5248)
On behalf of Prudential Global Genesis 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
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 Global Genesis
Fund, Inc., One Seaport Plaza, New York, New York 10292.
2. Name of each series or class of funds for which this
notice is filed: The Fund offers three classes of shares
designated Class A, Class B and Class C.
3. Investment Company Act File Number: 811-5248.
Securities Act File Number: 33-15985.
4. Last day of fiscal year for which this notice is filed:
May 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:
None
8. Number and amount of securities registered during the
fiscal year other than pursuant to rule 24f-2:
48,580/$1,009,023
9. Number and aggregate sale price of securities sold during
the fiscal year: 17,351,369/$336,009,971
10. Number and aggregate sale price of securities sold during
the fiscal year in reliance upon registration pursuant to rule
24f-2: 17,351,369/$336,009,971
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): 43,811/$827,626
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):$336,009,971
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): +$827,626 (iii)
Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): -$359,976,101
(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 of rule 24f-2 [line (i), plus line
(ii), less line (iii), plus line (iv)]
(if applicable): -$23,138,504
(vi) Multiplier prescribed by section
6(b) of the Securities Act of 1933
or other applicable law or regulation
(see instruction C.6): x1/2900
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: $0
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: N/A
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 July 30, 1996
GARDNER, CARTON & DOUGLAS
Suite 3400-Quaker Tower
321 N. Clark Street
Chicago, Illinois 60610-4795 Washington, D.C.
(312) 644-3000
Telex: 25-3628
Telecopier: (312) 644-3381
July 29, 1996
Securities and Exchange Commission
450 Fifth Street N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Prudential Global Genesis Fund, Inc.
Rule 24f-2 Notice
Registration Statement File No. 33-15985 and
File No. 811-5248
Ladies and Gentlemen:
As counsel for Prudential Global Genesis Fund,
Inc., a Maryland corporation (the "Fund"),
we have examined the proceedings taken and being
taken with respect to the Notice filed by the Fund
pursuant to Rule 24f-2 under the Investment Company
Act of 1940 (the "Act"), making definite in number
the shares registered pursuant to that Rule for the
fiscal year ended May 31, 1996.
We have examined all instruments, documents and
records which, in our opinion, were
necessary of examination for the purpose of
rendering this opinion. Based upon such
examination, we are of the opinion that the 17,351,369 shares of
common stock, $.01 par value per share, which were
registered in indefinite number and sold in
reliance on Rule 24f-2 under the Act were, when
issued
by the Fund, validly authorized and issued, fully
paid and non-assessable.
We hereby consent to the filing of this opinion
pursuant to Rule 24f-2 and to the reference
to us in the Notice filed herewith.
Very truly yours,
/s/ Gardner, Carton &
Douglas
PHD/KJF/MAM/lh
