PRUDENTIAL INTERMEDIATE GLOBAL INCOME FUND INC, 485BPOS, 1996-08-15

PRUDENTIAL INTERMEDIATE GLOBAL INCOME FUND INC
485BPOS, 1996-08-15

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As filed with the Securities and Exchange Commission on August 15, 1996

Securities Act File No. 33-42093
Investment Company Act File No. 811-5510

================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------

FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
PRE-EFFECTIVE AMENDMENT NO. [ ]

POST-EFFECTIVE AMENDMENT NO. 9 [X]
AND/OR
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 13 [X]
(Check appropriate box or boxes)

----------

PRUDENTIAL INTERMEDIATE GLOBAL INCOME FUND, INC.
--------------------------------------------------------
(Formerly The Prudential Intermediate Income Fund, Inc.)
(Exact name of registrant as specified in charter)

ONE SEAPORT PLAZA, NEW YORK, NEW YORK 10292
---------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)

----------

Registrant's Telephone Number, Including Area Code: (212) 214-1250

S. JANE ROSE, ESQ.
ONE SEAPORT PLAZA, NEW YORK, NEW YORK 10292
--------------------------------------------------
(Name and Address of Agent for Service of Process)

Approximate date of proposed public offering:
As soon as practicable after the effective date of the Registration Statement.

It is proposed that this filing will become effective
(check appropriate box):

[ ] immediately upon filing pursuant to paragraph (b)
[X] on (September 3, 1996) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(i)
[ ] on (date), pursuant to paragraph (a)(i)
[ ] 75 days after filing pursuant to paragraph (a)(ii)
[ ] On (date) pursuant to paragraph (a)(ii) of Rule 485

If appropriate, check the following box:

[ ] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment

Registrant has registered an indefinite number of shares under the
Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act
of 1940. The Rule 24f-2 Notice for the Registrant's most recent fiscal year
ended December 31, 1995 was filed on February 27, 1996.

================================================================================
<PAGE>

CROSS REFERENCE SHEET
(as required by Rule 495)

N-1A Item No. Location
- ------------ --------

PART A

Item 1. Cover Page ......................................... Cover Page

Item 2. Synopsis ........................................... Fund Expenses; Fund Highlights

Item 3. Condensed Financial Information .................... Fund Expenses; Financial Highlights;
How the Fund Calculates Performance

Item 4. General Description of Registrant .................. Cover Page; Fund Highlights;
How the Fund Invests; General Information

Item 5. Management of the Fund ............................. Financial Highlights; How the Fund is Managed

Item 5A. Management's Discussion of Fund Performance ........ Not Applicable

Item 6. Capital Stock and Other Securities ................. Taxes, Dividends, and Distributions;
General Information

Item 7. Purchase of Securities Being Offered ............... Shareholder Guide; How the Fund
Values its Shares

Item 8. Redemption or Repurchase ........................... Shareholder Guide; How the Fund
Values its Shares; General
Information

Item 9. Pending Legal Proceedings .......................... Not Applicable

PART B

Item 10. Cover Page ........................................ Cover Page

Item 11. Table of Contents ................................. Table of Contents

Item 12. General Information and History ................... General Information

Item 13. Investment Objectives and Policies ................ Investment Objective and Policies;
Investment Restrictions

Item 14. Management of the Fund ............................ Directors and Officers; Manager;
Distributor

Item 15. Control Persons and Principal
Holders of Securities ............................. Not Applicable

Item 16. Investment Advisory and Other Services ............ Manager; Distributor; Custodian, Transfer
and Dividend Disbursing Agent and Independent
Accountants

Item 17. Brokerage Allocation and Other Practices .......... Portfolio Transactions and Brokerage

Item 18. Capital Stock and Other Securities ................ Not Applicable

Item 19. Purchase, Redemption and Pricing
of Securities Being Offered ....................... Purchase and Redemption of Fund
Shares; Shareholder Investment
Account; Net Asset Value

Item 20. Tax Status ........................................ Taxes

Item 21. Underwriters ...................................... Distributor

Item 22. Calculation of Performance Data ................... Performance Information

Item 23. Financial Statements .............................. Financial Statements

</TABLE>

PART C

Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C to this Post-Effective Amendment
to the Registration Statement.

<PAGE>

The Prospectus and Statement of Additional Information of the Prudential
Intermediate Global Income Fund, Inc., each dated March 1, 1996, and a
supplement to the Statement of Additional Information dated April 22, 1996, are
incorporated herein by reference in their entirety from Post-Effective Amendment
No. 8 to Registrant's Registration Statement (File No. 33-42093) filed on March
1, 1996.

<PAGE>

Prudential Intermediate Global
Income Fund, Inc.

(Class Z Shares)
- --------------------------------------------------------------------------------

Prospectus dated September 3, 1996

- --------------------------------------------------------------------------------

Prudential Intermediate Global Income Fund, Inc. (the Fund) is an open-end
management investment company, or a mutual fund, whose investment objective is
to seek to maximize total return, the components of which are current income and
capital appreciation. The Fund seeks to achieve its objective through investment
in a portfolio consisting primarily of U.S. Government securities and Foreign
Government securities. The Fund may also purchase and sell certain derivatives,
including put and call options on securities and foreign currencies and engage
in transactions involving futures contracts and options on such futures to hedge
its portfolio and to attempt to enhance return. See "How the Fund
Invests--Investment Objective and Policies." THE FUND IS NON-DIVERSIFIED AND MAY
INVEST MORE THAN 5% OF ITS TOTAL ASSETS IN THE SECURITIES OF ONE OR MORE
ISSUERS. INVESTMENT IN A NON-DIVERSIFIED PORTFOLIO INVOLVES GREATER RISK THAN
INVESTMENT IN A DIVERSIFIED PORTFOLIO. IN ADDITION, THE FUND MAY INVEST UP TO
10% OF ITS TOTAL ASSETS IN NON-INVESTMENT GRADE SECURITIES, WHICH MAY ENTAIL
ADDITIONAL RISKS. There can be no assurance that the Fund's investment objective
will be achieved. Investing in Foreign Government securities, options and
futures contracts involves considerations and possible risks which are different
from those ordinarily associated with investing in U.S. Government securities.
See "How the Fund Invests--Investment Objective and Policies."

THE FUND MAY ENGAGE IN SHORT-TERM TRADING AND ENTER INTO BANK BORROWINGS. THESE
TECHNIQUES MAY BE CONSIDERED SPECULATIVE AND MAY RESULT IN HIGHER RISKS AND
COSTS TO THE FUND. See "How the Fund Invests--Investment Objective and
Policies." The Fund's address is One Seaport Plaza, New York, New York 10292,
and its telephone number is (800) 225-1852.

- --------------------------------------------------------------------------------

Class Z shares are offered exclusively for sale to a limited group of
investors. Only Class Z shares are offered through this Prospectus. The Fund
also offers Class A, Class B and Class C shares through the attached Prospectus
dated March 1, 1996 (the Retail Class Prospectus) which is a part hereof.

- --------------------------------------------------------------------------------

This Prospectus sets forth concisely the information about the Fund that a
prospective investor should know before investing. Additional information about
the Fund has been filed with the Securities and Exchange Commission in a
Statement of Additional Information, dated March 1, 1996, which information is
incorporated herein by reference (is legally considered a part of this
Prospectus) and is available without charge upon request to the Fund at the
address or telephone number noted above.

- --------------------------------------------------------------------------------

Investors are advised to read this Prospectus and retain it for future
reference.

- --------------------------------------------------------------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

<PAGE>

FUND EXPENSES

Class Z Shares
--------------
<S> <C>

Shareholder Transaction Expenses
Maximum Sales Load Imposed on Purchases (as a percentage of offering price) .............. None
Maximum Sales Load or Deferred Sales Load Imposed on Reinvested Dividends ................ None
Deferred Sales Load (as a percentage of original purchase price or redemption price,
whichever is lower) .................................................................... None
Redemption Fees .......................................................................... None
Exchange Fees ............................................................................ None

Annual Fund Operating Expenses*` Class Z Shares
(as a percentage of average net assets) --------------
Management Fees .......................................................................... .75%
12b-1 Fees ............................................................................... None
Other Expenses ........................................................................... .50%
Total Fund Operating Expenses ............................................................ 1.25%
</TABLE>

Example 1 year 3 years 5 years 10 years
- ------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
You would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return and (2) redemption at the end of
each time period: ................................................ $13 $40 $69 $151

</TABLE>

The above example is based on expenses expected to have been incurred if Class Z
shares had been in existence during the fiscal year ended December 31, 1995. The
example should not be considered a representation of past or future expenses.
Actual expenses may be greater or less than those shown.

The purpose of this table is to assist investors in understanding the various
costs and expenses that an investor in Class Z shares of the Fund will bear,
whether directly or indirectly. For more complete descriptions of the various
costs and expenses, see "How the Fund is Managed." "Other Expenses" includes an
estimate of operating expenses of the Fund, such as directors' and professional
fees, registration fees, reports to shareholders and transfer agency and
custodian (domestic and foreign) fees.

- ----------
* Estimated based on expenses expected to have been incurred if Class Z shares
had been in existence throughout the fiscal year ended December 31, 1995.

2
<PAGE>

THE FOLLOWING INFORMATION SUPPLEMENTS THE INFORMATION UNDER "SHAREHOLDER
GUIDE--HOW TO BUY SHARES OF THE FUND" AND "SHAREHOLDER GUIDE--HOW TO SELL YOUR
SHARES" IN THE RETAIL CLASS PROSPECTUS:

Class Z shares of the Fund are available for purchase by the following
categories of investors: (i) pension, profit sharing or other employee benefit
plans qualified under Section 401 of the Internal Revenue Code, deferred
compensation and annuity plans under Sections 457 and 403(b)(7) of the Internal
Revenue Code, and non-qualified plans for which the Fund is an available option
(Benefit Plans), provided such plans (in combination with other plans sponsored
by the same employer or group of related employers) have at least $50 million in
defined contribution assets, (ii) participants (other than Benefit Plans and
individual retirement accounts) in any fee-based program sponsored by Prudential
Securities or its affiliates which includes mutual funds as investment options
and for which the Fund is an available option; and (iii) investors who are, or
have executed a letter of intent to become, stockholders of The Prudential
Institutional Fund (Institutional Fund) on or before one or more series of
Institutional Fund reorganize or who on that date have investments in
certain products for which Institutional Fund provides exchangeability.

After a Benefit Plan qualifies to purchase Class Z shares, all subsequent
purchases will be for Class Z shares.

THE FOLLOWING INFORMATION SUPPLEMENTS "SHAREHOLDER GUIDE--HOW TO EXCHANGE
YOUR SHARES" IN THE RETAIL CLASS PROSPECTUS:

Class Z shareholders of the Fund may exchange their Class Z shares for
Class Z shares of other Prudential Mutual Funds on the basis of relative net
asset value. Shareholders who qualify to purchase Class Z shares (other than
participants in any fee-based program) will have their Class B and Class C
shares which are not subject to contingent deferred sales charges and their
Class A shares exchanged for Class Z shares on a quarterly basis. Participants
(other than Benefit Plans and individual retirement accounts) in any fee-based
program for which the Fund is an available option will have their Class A
shares, if any, exchanged for Class Z shares when they elect to have those
assets become a part of the fee-based program. Upon leaving the program (whether
voluntarily or not), such Class Z shares (and, to the extent provided for in the
program, Class Z shares acquired through participation in the program) will be
exchanged for Class A shares at net asset value. Similarly, participants in
PSI's 401(k) Plan for which the Fund's Class Z shares is an available option and
who wish to transfer their Class Z shares out of the PSI 401(k) Plan following
separation of service (i.e., voluntary or involuntary termination of employment
or retirement) will have their Class Z shares exchanged for Class A shares at
net asset value. See "Shareholder Guide--How to Exchange Your Shares--Special
Exchange Privilege."

THE FOLLOWING INFORMATION SUPPLEMENTS "HOW THE FUND IS
MANAGED--DISTRIBUTOR" IN THE RETAIL CLASS PROSPECTUS:

THE FOLLOWING INFORMATION SUPPLEMENTS "HOW THE FUND VALUES ITS SHARES" IN
THE RETAIL CLASS PROSPECTUS:

The NAV of Class Z shares will generally be higher than the NAV of Class A,
Class B or Class C shares as a result of the fact that Class Z shares are not
subject to any distribution and/or service fee. It is expected, however, that
the NAV of the four classes will tend to converge immediately after the
recording of dividends, which will differ by approximately the amount of the
distribution-related expense accrual differential among the classes.

THE FOLLOWING INFORMATION SUPPLEMENTS "TAXES, DIVIDENDS AND DISTRIBUTIONS"
IN THE RETAIL CLASS PROSPECTUS:

The Fund has obtained opinions of counsel to the effect that neither (i)
the conversion of Class B shares into Class A shares nor (ii) the exchange of
any class of the Fund's shares for any other class of its shares constitutes a
taxable event for federal income tax purposes. However, such opinions are not
binding on the Internal Revenue Service.

THE INFORMATION ABOVE ALSO SUPPLEMENTS THE INFORMATION UNDER "FUND
HIGHLIGHTS" IN THE RETAIL CLASS PROSPECTUS AS APPROPRIATE.

3
<PAGE>

No dealer, sales representative or any other person has been authorized to give
any information or to make any representations, other than those contained in
this Prospectus, in connection with the offer contained herein, and, if given or
made, such other information or representations must not be relied upon as
having been authorized by the Fund or the Distributor. This Prospectus does not
constitute an offer by the Fund or by the Distributor to sell or a solicitation
of any offer to buy any of the securities offered hereby in any jurisdiction to
any person to whom it is unlawful to make such offer in such jurisdiction.

================================================================================

TABLE OF CONTENTS
Page
----

FUND HIGHLIGHTS ............................................ 2
Risk Factors and Special Characteristics .................. 2
FUND EXPENSES .............................................. 5
FINANCIAL HIGHLIGHTS ....................................... 6
HOW THE FUND INVESTS ....................................... 9
Investment Objective and Policies ......................... 9
Risk Factors .............................................. 13
Other Investments and Investment Techniques ............... 15
Hedging and Return Enhancement Strategies ................. 17
Portfolio Turnover and Brokerage .......................... 20
Investment Restrictions ................................... 20
HOW THE FUND IS MANAGED .................................... 20
Manager ................................................... 20
Distributor ............................................... 21
Portfolio Transactions .................................... 23
Custodian and Transfer and
Dividend Disbursing Agent ................................ 23
HOW THE FUND VALUES ITS SHARES ............................. 23
HOW THE FUND CALCULATES PERFORMANCE ........................ 24
TAXES, DIVIDENDS AND DISTRIBUTIONS ......................... 24
GENERAL INFORMATION ........................................ 26
Description of Common Stock ............................... 26
Additional Information .................................... 27
SHAREHOLDER GUIDE .......................................... 27
How to Buy Shares of the Fund ............................. 27
Alternative Purchase Plan ................................. 28
How to Sell Your Shares ................................... 31
Conversion Feature--Class B Shares ........................ 34
How to Exchange Your Shares ............................... 35
Shareholder Services ...................................... 36
DESCRIPTION OF SECURITY RATINGS ............................ A-1
THE PRUDENTIAL MUTUAL FUND FAMILY .......................... B-1

================================================================================

MF 155Z 4445810
CUSIP Nos.: Class Z:

PRUDENTIAL
INTERMEDIATE
GLOBAL INCOME
FUND, INC.
(CLASS Z SHARES)

----------

PRUDENTIAL MUTUAL FUNDS
BUILDING YOUR FUTURE
ON OUR STRENGTH (sm) [LOGO]

PROSPECTUS
SEPTEMBER 3, 1996

<PAGE>

PRUDENTIAL INTERMEDIATE GLOBAL INCOME FUND, INC.
Supplement dated September 3, 1996 to
Prospectus dated March 1, 1996

The following information supplements "Financial Highlights" in the Prospectus:

FINANCIAL HIGHLIGHTS
(Class A, Class B and Class C shares)
(for a share outstanding throughout each of the indicated periods)

The following financial highlights for Class A, Class B and Class C shares
are unaudited. This information should be read in conjunction with the financial
statements and notes thereto, which appear in the Statement of Additional
Information. The following financial highlights contain selected data for a
Class A, Class B and Class C share of common stock outstanding, total return,
ratios to average net assets and other supplemental data for the period
indicated. The information is based on data contained in the financial
statements. No Class Z shares were outstanding during the indicated period.

Six-Months Ended
June 30, 1996 (unaudited)
---------------------------
Class A Class B Class C
------- ------- -------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period .............. $ 8.30 $ 8.31 $8.31
-------- ------- ----
Income from investment operations
- ---------------------------------
Net investment income(a)........................... .27 .24 .24
Net realized and unrealized gain (loss) on
investment and foreign currency transactions .... (.02) (.02) (.02)
-------- ------- ----
Total from investment operations .............. .25 .22 .22
-------- ------- ----
Less distributions
- ------------------
Dividends from net investment income .............. (.26) (.23) (.23)
Distributions in excess of net investment income .. -- -- --
Tax return of capital distributions ............... -- -- --
-------- ------- ----
Total distributions ........................... (.26) (.23) (.23)
-------- ------- ----
Net asset value, end of period .................... $ 8.29 $ 8.30 $8.30
======== ======= ====
TOTAL RETURN(b):................................... 2.92% 2.92% 2.92%

RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000) ................... $166,658 $15,165 $170

Average net assets (000) .......................... $174,047 $16,547 $ 77

Ratios to average net assets(a)/(c):
Expenses, including distribution fees ........... 1.42% 2.02% 2.02%
Expenses, excluding distribution fees ........... 1.27% 1.27% 1.27%
Net investment income ........................... 6.48% 5.88% 5.88%
Portfolio turnover rate ........................... 23% 23% 23%

- ----------

(a) Net of fee waiver.
(b) Total return does not consider the effect 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 a full year are not
annualized.
(c) Annualized.

<PAGE>

THE FOLLOWING INFORMATION SUPPLEMENTS "GENERAL INFORMATION--DESCRIPTION OF
COMMON STOCK" IN THE PROSPECTUS:

The Fund is authorized to offer an unlimited number of shares of beneficial
interest, divided into four classes of shares, designated Class A, Class B,
Class C and Class Z shares. Each class represents an interest in the same assets
of the Fund and is identical in all respects except that (i) each class is
subject to different sales charges and distribution and/or service fees (except
for Class Z shares which are not subject to any sales charges and distribution
and/or service fees), which may affect performance, (ii) each class has
exclusive voting rights on any matter submitted to shareholders that relates
solely to its distribution arrangements and has separate voting rights on any
matter submitted to shareholders in which the interest of one class differ from
the interests of any other class, (iii) each class has a different exchange
privilege, (iv) only Class B shares have a conversion feature and (v) Class Z
shares are offered exclusively for sale to a limited group of investors. For
more information about Class Z shares, contact your Prudential Securities
financial adviser or Prusec representative or telephone the Fund at (800)
225-1852. Since Class B and Class C shares generally bear higher distribution
expenses than Class A shares, the liquidation proceeds to shareholders of those
classes are likely to be lower than to Class A shareholders and to Class Z
shareholders, whose shares are not subject to any distribution and/or service
fee. In accordance with the Fund's Articles of Incorporation, the Directors may
authorize the creation of additional series and classes of shares within such
series, with such preferences, privileges, limitations and voting and dividend
rights as the Directors may determine.

THE FOLLOWING INFORMATION SUPPLEMENTS "HOW THE FUND CALCULATES PERFORMANCE"
IN THE RETAIL PROSPECTUS.

The Fund may include comparative performance information in advertising or
marketing the Fund's shares. The Fund may include performance information about
each of the Fund's classes and is no longer required to include performance data
for all classes of shares in an advertisement or other information including
performance data of the Fund. See "How the Fund Calculates Performance."

MF155C-(9/3/96)

<PAGE>

PRUDENTIAL INTERMEDIATE GLOBAL INCOME FUND, INC.
Supplement dated September 3, 1996 to
Statement of Additional Information dated
March 1, 1996

THE FOLLOWING INFORMATION SUPPLEMENTS "DIRECTORS AND OFFICERS" IN THE STATEMENT
OF ADDITIONAL INFORMATION:

As of July 26, 1996, the Directors and officers of the Fund, as a group,
owned beneficially less than 1% of the outstanding shares of common stock of the
Fund.

As of July 26, 1996, Prudential Securities was record holder for other
beneficial owners of 10,758,532 Class A shares (or 54% of the outstanding Class
A shares), 1,387,140 Class B shares (or 77% of the outstanding Class B shares)
and 14,315 Class C shares (or 99% of the outstanding Class C shares) of the
Fund. In the event of any meetings of shareholders, Prudential Securities will
forward, or cause the forwarding of, proxy materials to the beneficial owners
for which it is the record holder.

As of July 26, 1996, the beneficial owners, directly or indirectly, of more
than 5% of the outstanding shares of any class of common stock were: Dr. Urban
Scheuring, 2600 Torrey Pines Rd B-28, La Jolla, CA 92037-3403 who held 922 Class
C shares of the Fund (6.4%); Robert L. Mofenson TTEE, FBO Robert L. Mofenson,
P.O. Box 1103, Great Neck, NY 11023-0103 who held 1,526 Class C shares of the
Fund (10.5%); John Reis & Kathleen Reis Jt Ten, 10859 Patowmack Dr., Great
Falls, VA 22066-3034 who held 6,404 Class C shares of the Fund (4.4%); and Mrs.
Pamela Thayer, 2938 Cherry Lane, Northbrook, IL 60062-4312 who held 5,463 Class
C shares of the Fund (37.7%).

As of September 3, 1996, Prudential Mutual Fund Management, Inc., located
at One Seaport Plaza, New York, NY 10292, owned all of the Fund's outstanding
Class Z shares and therefore controlled Class Z of the Fund.

THE FOLLOWING INFORMATION SUPPLEMENTS "DISTRIBUTOR" IN THE STATEMENT OF
ADDITIONAL INFORMATION:

Prudential Securities serves as the Distributor of Class Z shares and
incurs the expenses of distributing the Fund's Class Z shares under a
Distribution Agreement with the Fund, none of which are reimbursed by or paid
for by the Fund. THE FOLLOWING INFORMATION SUPPLEMENTS "PURCHASE AND REDEMPTION
OF FUND SHARES" IN THE STATEMENT OF ADDITIONAL INFORMATION:

Shares of the Fund may be purchased at a price equal to the next determined
net asset value per share plus a sales charge which, at the election of the
investor, may be imposed either (i) at the time of purchase (Class A shares) or
(ii) on a deferred basis (Class B or Class C shares). Class Z shares of the Fund
are offered to a limited group of investors at net asset value without any sales
charges. See "Shareholder Guide--How to Buy Shares of the Fund" in the
Prospectus.

Each class of shares represent an interest in the same assets of the Fund
and is identical in all respects except that (i) each class is subject to
different sales charges and distribution and/or service expenses (except for
Class Z shares which are not subject to any sales charges and distribution or
service fees), which may affect performance, (ii) each class has exclusive
voting rights on any matter submitted to shareholders that relates solely to its
distribution arrangements and has separate voting rights on any matter submitted
to shareholders in which the interests of one class differ from the interests of
any other class, (iii) each class has a different exchange privilege, (iv) only
Class B shares have a conversion feature and (v) Class Z shares are offered
exclusively for sale to a limited group of investors. See "Distributor" and
"Shareholder Investment Account--Exchange Privilege."

SPECIMEN PRICE MAKE-UP SHEET

Under the current distribution arrangements between the Fund and the
Distributor, Class A shares are sold with a maximum sales charge of 5% and Class
B*, Class C* and Class Z** shares are sold at net asset value. Using the Fund's
net asset value at June 30, 1996, the maximum offering price of the Fund's
shares is as follows:

CLASS A
Net asset value and redemption price per Class A share ........... $8.29
Maximum sales charge (5% of offering price)....................... $ .26
-----
Offering price to public ......................................... $8.55
=====
CLASS B
Net asset value, offering price and redemption price
per Class B share* ............................................. $8.30
=====
CLASS C
Net asset value, offering price and redemption price
per Class C share* ............................................. $8.30
=====
CLASS Z
Net asset value, offering price and redemption price
per Class Z share* ............................................. $8.30
=====
- ----------
* Class B and Class C shares are subject to a contingent deferred sales
charge on certain redemptions. See "Shareholder Guide--How to Sell Your
Shares--Contingent Deferred Sales Charges" in the Prospectus.

** Class Z shares did not exist prior to June 30, 1996.

THE FOLLOWING INFORMATION SUPPLEMENTS "SHAREHOLDER INVESTMENT ACCOUNT--EXCHANGE
PRIVILEGE" IN THE STATEMENT OF ADDITIONAL INFORMATION:

CLASS Z. Class Z shares may be exchanged for Class Z shares of other
Prudential Mutual Funds.

MF155C- (9/3/96)

B-1
<PAGE>

Portfolio of Investments PRUDENTIAL INTERMEDIATE GLOBAL
as of June 30, 1996 (Unaudited) INCOME FUND, INC.
- ------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Principal US$
Amount Value
(000) Description (Note 1)
<C> <S> <C>
- ------------------------------------------------------------
LONG-TERM INVESTMENTS--89.5%
- ------------------------------------------------------------
Australia--2.5%
A$ 2,900 New South Wales Treasury
Corporation,
6.50%, 5/1/06 $ 1,902,202
4,000 Queensland Treasury
Corporation,
6.50%, 6/14/05 2,663,194
------------
4,565,396
- ------------------------------------------------------------
Canada--5.0%
C$ 3,000 British Columbia Provincial
Bond,
7.75%, 6/16/03 2,235,307
Canadian Government Bonds,
7,500 9.00%, 12/1/04 5,995,488(a)
1,000 9.00%, 6/1/25 804,901(a)
------------
9,035,696
- ------------------------------------------------------------
Czech Republic--0.5%
CZK 10,000 International Finance
Corporation,
10.50%, 11/30/98 361,964
15,000 Skoda Finance,
11.625%, 2/9/98 539,952
------------
901,916
- ------------------------------------------------------------
Denmark--7.1%
Danish Government Bonds,
DKr 22,400 8.00%, 5/15/03 4,042,564
35,000 7.00%, 12/15/04 5,905,337(a)
16,500 8.00%, 3/15/06 2,921,597(a)
------------
12,869,498
- ------------------------------------------------------------
France--1.2%
FF 10,500 National Bank of Hungary,
8.00%, 11/12/99 2,117,313
Germany--11.0%
DM 4,035 DSL Finance BV,
7.375%, 2/15/00 $ 2,808,222
German Government Bonds,
4,500 6.75%, 4/22/03 3,050,672(a)
8,500 7.375%, 1/3/05 5,910,134(a)
2,500 6.25%, 1/4/24 1,451,296(a)
2,000 Nacional Financier,
10.00%, 8/17/98 1,382,093
4,000 Republic of Columbia,
7.25%, 12/21/00 2,667,104
4,000 Tokyo Gas Co.,
7.00%, 7/27/05 2,667,104
------------
19,936,625
- ------------------------------------------------------------
Ireland--3.6%
Irish Government Bonds,
IEP 2,700 9.25%, 7/11/03 4,781,160
1,100 8.00%, 8/18/06 1,795,346(a)
------------
6,576,506
- ------------------------------------------------------------
Italy--6.5%
Lira 1,500,000 Bayerische Landesanstalt Bank,
10.625%, 5/12/00 1,037,381(a)
Italian Government Bonds,
12,750,000 8.50%, 8/1/99 8,324,310(a)
3,500,000 10.00%, 8/1/03 2,395,016
------------
11,756,707
- ------------------------------------------------------------
Netherlands--7.6%
Dutch Government Bonds,
NLG 5,000 7.50%, 6/15/99 3,146,935
3,100 9.00%, 7/1/00 2,059,897(a)
11,500 7.00%, 6/15/05 7,012,605(a)
2,600 7.50%, 1/15/23 1,602,188(a)
------------
13,821,625
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.

B-2

<PAGE>

Portfolio of Investments PRUDENTIAL INTERMEDIATE GLOBAL
as of June 30, 1996 (Unaudited) INCOME FUND, INC.
- ------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Principal US$
Amount Value
(000) Description (Note 1)
<C> <S> <C>
- ------------------------------------------------------------
New Zealand--3.0%
NZ$ 8,200 New Zealand Government Bond,
8.00%, 2/15/01 $ 5,400,726
- ------------------------------------------------------------
Poland--0.2%
PLZ 1,250 General Electric Capital
Corporation,
18.25%, 2/27/98 454,065
- ------------------------------------------------------------
Spain--6.0%
Pts 300,000 Republic of Argentina,
12.80%, 12/9/97 2,410,474
Spanish Government Bonds,
750,000 10.30%, 6/15/02 6,350,583(a)
300,000 8.20%, 2/28/09 2,214,550
------------
10,975,607
- ------------------------------------------------------------
United Kingdom--4.4%
BP 1,500 Guaranteed Export Finance
Corporation,
7.25%, 12/15/98 2,355,814
2,400 United Kingdom Treasury Bond,
7.75%, 9/8/06 3,673,265(a)
1,350 United Kingdom Treasury Note,
8.00%, 9/27/13 2,053,779
------------
8,082,858
- ------------------------------------------------------------
United States--30.9%
Corporate Bonds--3.2%
US$ 750 Banco Nacional de Commercial
Exterior (Mexico),
7.50%, 7/1/00 693,000
1,250 Bancomer SA (Mexico),
8.00%, 7/7/98 1,236,875
1,850 Cemex SA (Mexico),
8.875%, 6/10/98 1,842,600
US$ 600 Empresas La Moderna SA
(Mexico),
11.375%, 1/25/99 $ 607,500
1,450 Financiera Energetica Nacional
(Colombia),
9.00%, 11/8/99 1,490,600
------------
5,870,575
------------
Sovereign Bonds--7.4%
500 Argentina Government Bond,
6.3125%, 3/31/05, FRN 386,719
1,500 National Bank of Romania,
9.75%, 6/25/99 1,521,563
1,200 Republic of Brazil,
6.375%, 1/1/01, FRB/IDU 1,044,855
Republic of Colombia,
2,185 7.125%, 5/11/98 2,172,982
1,500 7.25%, 2/23/04 1,430,250
3,500 Republic of Poland,
6.4375%, 10/27/24, FRN 3,263,750
500 Republic of Trinidad & Tobago,
9.75%, 11/3/00 502,000
United Mexican States,
2,000 10.8125%, 7/21/97 2,080,500
1,000 9.75%, 2/6/01 996,500
------------
13,399,119
------------
Supranational Bonds--0.7%
1,350 Corporacion Andina de Fomento,
7.375%, 7/21/00 1,350,000
------------
U.S. Government Obligations--19.6%
United States Treasury Notes,
15,000 6.75%, 6/30/99 15,173,400(a)
6,500 6.125%, 9/30/00 6,423,820(a)
6,000 5.75%, 8/15/03 5,714,040(a)
7,800 7.875%, 11/15/04 8,383,752(a)
------------
35,695,012
------------
56,314,706
------------
Total long-term investments
(cost US$159,075,244) 162,809,244
------------
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.

B-3

<PAGE>

Portfolio of Investments PRUDENTIAL INTERMEDIATE GLOBAL
as of June 30, 1996 (Unaudited) INCOME FUND, INC.
- ------------------------------------------------------------
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Principal US$
Amount Value
(000) Description (Note 1)
<C> <S> <C>
- ------------------------------------------------------------
SHORT-TERM INVESTMENTS--8.9%
- ------------------------------------------------------------
Australia--1.0%
A$ 2,300 Mellon Bank Time Deposit,
7.25%, 7/3/96 $ 1,815,455
- ------------------------------------------------------------
Czech Republic--0.5%
CZK 25,000 Unilever, Euro Commercial
Paper,
10.95%(b), 7/22/96 901,022
- ------------------------------------------------------------
Hungary--0.8%
HUF 75,000 Hungarian Treasury Bill,
24.20%(b), 9/27/96 471,693
150,000 ING Bank, Euro Commercial
Paper,
24.25%, 8/5/96 997,805
------------
1,469,498
- ------------------------------------------------------------
New Zealand--1.4%
NZ$ 3,700 New Zealand Government Bond,
9.00%, 11/15/96 2,526,681
- ------------------------------------------------------------
Poland--1.0%
Polish Treasury Bills,
PLZ 1,250 21.202%(b), 7/11/96 457,192
1,250 21.25%(b), 7/24/96 452,773
1,250 21.20%(b), 8/28/96 443,857
1,250 21.00%(b), 9/18/96 438,670
------------
1,792,492
United States--4.2%
Corporate Bonds--0.3%
US$ 685 Financiera Energetica Nacional
(Colombia),
6.625%, 12/13/96 $ 686,712
------------
Repurchase Agreement--3.9%
7,085 Joint Repurchase Agreement
Account,
5.46%, 7/1/96, (Note 5) 7,085,000
------------
7,771,712
------------
Total short-term investments
(cost US$16,329,522) 16,276,860
------------
- ------------------------------------------------------------
Total Investments--98.4%
(cost $175,404,766; Note 4) 179,086,104
Other assets in excess of
liabilities--1.6% 2,906,702
------------
Net Assets--100% $181,992,806
------------
------------
</TABLE>

- ---------------
Portfolio securities are classified according to the securities
currency denomination.
(a) Principal amount segregated as collateral for forward currency contracts.
Aggregate value of segregated securities-US$93,590,012.
(b) Percentages quoted represent yield-to-maturity as of purchase date.
FRB-Floating Rate Bond.
FRN-Floating Rate Note.
IDU-Interest Due and Unpaid Bonds.
- --------------------------------------------------------------------------------
See Notes to Financial Statements.

B-4

<PAGE>
Statement of Assets PRUDENTIAL INTERMEDIATE GLOBAL
and Liabilities (Unaudited) INCOME FUND, INC.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Assets June 30, 1996
Investments, at value (cost $175,404,766)................................................................... $179,086,104
Foreign currency (cost $466,090)............................................................................ 465,942
Cash........................................................................................................ 454
Interest receivable......................................................................................... 4,341,549
Receivable for Fund shares sold............................................................................. 91,997
Forward currency contracts-net amount receivable from counterparties........................................ 35,506
Other assets................................................................................................ 6,536
-------------
Total assets............................................................................................. 184,028,088
-------------
Liabilities
Payable for investments purchased........................................................................... 443,112
Forward currency contracts--net amount payable to counterparties............................................ 423,766
Accrued expenses............................................................................................ 422,003
Payable for Fund shares reacquired.......................................................................... 303,420
Dividends payable........................................................................................... 300,738
Management fee payable...................................................................................... 112,139
Distribution fee payable.................................................................................... 30,104
-------------
Total liabilities........................................................................................ 2,035,282
-------------
Net Assets.................................................................................................. $181,992,806
-------------
-------------
Net assets were comprised of:
Common stock, at par..................................................................................... $ 21,954
Paid-in capital in excess of par......................................................................... 254,140,366
-------------
254,162,320
Undistributed net investment income...................................................................... 7,438,369
Accumulated net realized loss on investments............................................................. (82,873,111)
Net unrealized appreciation on investments and foreign currencies........................................ 3,265,228
-------------
Net assets, June 30, 1996................................................................................... $181,992,806
-------------
-------------
Class A:
Net asset value and redemption price per share
($166,657,625 / 20,105,870 shares of common stock issued and outstanding)............................. $8.29
Maximum sales charge (3.00% of offering price)........................................................... .26
Maximum offering price to public......................................................................... $8.55
Class B:
Net asset value, offering price and redemption price per share
($15,165,351 / 1,827,886 shares of common stock issued and outstanding)............................... $8.30
Class C:
Net asset value, offering price and redemption price per share
($169,830 / 20,470 shares of common stock issued and outstanding)..................................... $8.30
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.

B-5

<PAGE>
PRUDENTIAL INTERMEDIATE GLOBAL
INCOME FUND, INC.
Statement of Operations (Unaudited)
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Six Months
Ended
Net Investment Income June 30, 1996
<S> <C>

Income
Interest and discount earned (net of
foreign withholding taxes of $12,892)... $ 7,496,332
-------------
Expenses
Management fee............................. 711,109
Distribution fee--Class A.................. 129,822
Distribution fee--Class B.................. 61,711
Distribution fee--Class C.................. 289
Transfer agent's fees and expenses......... 201,000
Custodian's fees and expenses.............. 117,000
Reports to shareholders.................... 63,000
Registration fees.......................... 40,000
Audit fees and expenses.................... 36,000
Directors' fees and expenses............... 17,000
Legal fees and expenses.................... 16,000
Insurance expense.......................... 2,000
Miscellaneous.............................. 2,774
-------------
Total expenses.......................... 1,397,705
-------------
Net investment income......................... 6,098,627
-------------
Net Realized and Unrealized Gain (Loss)
on Investments and Foreign
Currency Transactions
Net realized gain on:
Investment transactions.................... 704,171
Foreign currency transactions.............. 5,498,867
-------------
6,203,038
-------------
Net change in unrealized depreciation of:
Investments................................ (6,725,190)
Foreign currencies......................... (34,598)
-------------
(6,759,788)
-------------
Net loss on investments and foreign
currencies................................. (556,750)
-------------
Net Increase in Net Assets
Resulting from Operations..................... $ 5,541,877
-------------
-------------
</TABLE>

PRUDENTIAL INTERMEDIATE GLOBAL
INCOME FUND, INC.
Statement of Changes in Net Assets (Unaudited)
- ------------------------------------------------------------

<TABLE>
<CAPTION>
Six Months
Ended Year Ended
Increase (Decrease) June 30, December 31,
in Net Assets 1996 1995
<S> <C> <C>
Operations
Net investment income.......... $ 6,098,627 $ 13,288,621
Net realized gain on investment
and
foreign currency
transactions................ 6,203,038 18,708,769
Net change in net unrealized
appreciation/depreciation on
investments and foreign
currencies.................. (6,759,788) 15,737,917
------------ ------------
Net increase in net assets
resulting from operations... 5,541,877 47,735,307
------------ ------------
Net equalization debits........... -- (68,241)
------------ ------------
Dividends and distributions (Note 1)
Dividends from net investment
income
Class A..................... (5,437,663) (12,197,948)
Class B..................... (469,674) (1,089,996)
Class C..................... (2,230) (677)
------------ ------------
(5,909,567) (13,288,621)
------------ ------------
Distributions in excess of net
investment income
Class A..................... -- (5,263,793)
Class B..................... -- (470,367)
Class C..................... -- (293)
------------ ------------
-- (5,734,453)
------------ ------------
Fund share transactions (net of
share conversions) (Note 6)
Net proceeds from shares
sold........................ 1,749,850 16,586,187
Net asset value of shares
issued in reinvestment of
dividends and
distributions............... 1,730,328 5,341,402
Cost of shares reacquired...... (20,434,342) (81,316,129)
------------ ------------
Net decrease in net assets from
Fund share transactions..... (16,954,164) (59,388,540)
------------ ------------
Total decrease.................... (17,321,854) (30,744,548)
Net Assets
Beginning of period............... 199,314,660 230,059,208
------------ ------------
End of period..................... $181,992,806 $199,314,660
------------ ------------
------------ ------------
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements.

B-6

<PAGE>
PRUDENTIAL INTERMEDIATE GLOBAL
Notes to Financial Statements (Unaudited) INCOME FUND, INC.
- --------------------------------------------------------------------------------
Prudential Intermediate Global Income Fund, Inc., (the ``Fund'') was organized
in Maryland as a closed-end, non-diversified management investment company and
commenced investment operations on May 26, 1988. On October 4, 1991 the Fund
concluded operations as a closed-end investment company and effective October 7,
1991, commenced operations as an open-end, non-diversified investment company.
The Fund's investment objective is to maximize total return, the components of
which are current income and capital appreciation, by investing in a portfolio
consisting primarily of U.S. and foreign government securities. The Fund will
also engage in certain hedging strategies to meet its investment objective. The
ability of issuers of debt securities held by the Fund to meet their obligations
may be affected by economic and political developments in a specific country or
region.
- ------------------------------------------------------------
Note 1. Accounting Policies

The following is a summary of significant accounting policies followed by the
Fund in the preparation of its financial statements.

Security Valuation: In valuing the Fund's assets, quotations of foreign
securities in a foreign currency are converted to U.S. dollar equivalents at the
then current currency rate. Portfolio securities (including options) are valued
at their current market value as determined by an independent pricing service,
principal market maker or by reference to the applicable exchange price. Forward
currency exchange contracts are valued at the current cost of covering or
offsetting the contract on the day of valuation. Securities and assets 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 Board of Directors of
the Fund.

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 which approximates market value.

In connection with transactions in repurchase agreements with U.S. financial
institutions, it is the Fund's policy that its custodian or designated
subcustodians, as the case may be under triparty repurchase agreements, take
possession of the underlying collateral securities, the value of which exceeds
the principal amount of the repurchase transaction including accrued interest.
If the seller defaults and the value of the collateral declines or if bankruptcy
proceedings are commenced with respect to the seller of the security,
realization of the collateral by the Fund may be delayed or limited.

Foreign Currency Translation: The books and records of the Fund are maintained
in U.S. dollars. Foreign currency amounts are translated into U.S. dollars on
the following basis:

(i) market value of investment securities, other assets and liabilities--at the
current rates of exchange;

(ii) purchases and sales of investment securities, income and expenses--at the
rates of exchange prevailing on the respective dates of such transactions.

Although the net assets of the Fund are presented at the foreign exchange rates
and market values at the close of the period, the Fund does not isolate that
portion of the results of operations arising as a result of changes in the
foreign exchange rates from the fluctuations arising from changes in the market
prices of the securities held at period end. Similarly, the Fund does not
isolate the effect of changes in foreign exchange rates from the fluctuations
arising from changes in the market prices of long-term debt securities sold
during the period. Accordingly, such realized foreign currency gains and losses
are included in the reported net realized gains/losses on investment
transactions.

Net realized gains on foreign currency transactions represent net foreign
exchange gains and losses from sales and maturities of short-term securities and
forward currency contracts, holding of foreign currencies, currency gains or
losses realized between the trade and settlement dates on securities
transactions, and the difference between the amounts of interest and foreign
taxes recorded on the Fund's books and the U.S. dollar equivalent amounts
actually received or paid. Net currency gains and losses from valuing foreign
currency denominated assets (excluding investments) and liabilities at period
end exchange rates are reflected as a component of net unrealized
appreciation/depreciation on investments and foreign currencies.

Foreign security and currency transactions may involve certain considerations
and risks not typically associated with those of U.S. companies as a result of,
among other factors, the possibility of political or economic instability and
the level of governmental supervision and regulation of foreign securities
markets.

Forward Currency Contracts: A forward currency contract is a commitment to
purchase or sell a foreign currency at a future date at a negotiated forward
rate. The Fund enters into forward currency contracts in order to hedge its
exposure to changes in foreign currency exchange rates on its foreign portfolio
holdings or on specific receivables and payables denominated in a foreign
currency. The contracts are valued daily at current exchange rates and any
- --------------------------------------------------------------------------------

B-7

<PAGE>
PRUDENTIAL INTERMEDIATE GLOBAL
Notes to Financial Statements (Unaudited) INCOME FUND, INC.
- --------------------------------------------------------------------------------
unrealized gain or loss is included in net unrealized appreciation or
depreciation on investments. Gain or loss is realized on the settlement date of
the contract equal to the difference between the settlement value of the
original and renegotiated forward contracts. This gain or loss, if any, is
included in net realized gain (loss) on foreign currency transactions. Risks may
arise upon entering into these contracts from the potential inability of the
counterparties to meet the terms of their contracts.

Security Transactions and Net Investment Income: Security transactions are
recorded on the trade date. Realized gains and losses from security and currency
transactions are calculated on the identified cost basis. Interest income is
recorded on the accrual basis. Expenses are recorded on the accrual basis which
may require the use of certain estimates by management.

Net investment income (other than distribution fees), and unrealized and
realized gains or losses are allocated daily to each class of shares based upon
the relative proportion of net assets of each class at the beginning of the day.

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 income to shareholders. Therefore, no federal
income tax provision is required.

Withholding taxes on foreign interest have been provided for in accordance with
the Fund's understanding of the applicable country's tax rules and rates.

Equalization: Effective January 1, 1996, the Fund discontinued the accounting
practice of equalization. Equalization is a practice whereby a portion of the
proceeds from sales and costs of repurchases of capital 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. The portion of the undistributed net investment income balance of
$402,412 at December 31, 1995, resulting from equalization, was transferred to
paid-in capital in excess of par.

Dividends and Distributions: The Fund declares daily and pays dividends of net
investment income monthly and makes 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. These differences are primarily due to differing treatments for
foreign currency transactions.

Reclassification of Capital Accounts: The Fund accounts for and reports
distributions to shareholders in accordance with AICPA Statement of Position
93-2: Determination, Disclosure, and Financial Statement Presentation of Income,
Capital Gain, and Return of Capital Distributions by Investment Companies. The
effect of applying this Statement of Position was to reclassify $5,195,466 of
foreign currency gains to undistributed net investment income from accumulated
net realized loss on investments. Net investment income, net realized gains and
net assets were not affected by this change.
- ------------------------------------------------------------
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 entered into a subadvisory agreement with The Prudential Investment
Corporation (``PIC''); PIC furnishes investment advisory services in connection
with the management of the Fund. PMF pays for the cost of the subadviser's
services, the 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 PMF is computed daily and payable monthly at an annual
rate of .75% of the Fund's average daily net assets.

The Fund has a distribution agreement with Prudential Securities Incorporated
(``PSI''), which acts as the distributor of the Class A, Class B and Class C
shares of the Fund. The Fund compensates PSI for distributing and servicing the
Fund's Class A, Class B and Class C shares, pursuant to plans of distribution
(the ``Class A, B and C Plans''), regardless of expenses actually incurred by
them. The distribution fees are accrued daily and payable monthly.

Pursuant to the Class A, B and C Plans, the Fund compensates PSI with respect to
Class A, B and C shares, for distribution-related activities at an annual rate
of up to .30 of 1%, .75 of 1% and 1%, of the average daily net assets of the
Class A, B and C shares, respectively. Such expenses under the Plans were .15%
of 1%, .75% of 1% and .75 of 1% of the average daily net assets of the Class A,
B and C shares, respectively, for the six months ended June 30, 1996.

PSI has advised the Fund that it has received approximately $9,600 in front-end
sales charges resulting from sales of Class A shares during the six months ended
June 30, 1996. From these fees, PSI paid such sales charges to Pruco Securities
Corporation, an affiliated broker-dealer, which in turn paid commissions to
salespersons and incurred other distribution costs.
- --------------------------------------------------------------------------------

B-8

<PAGE>
PRUDENTIAL INTERMEDIATE GLOBAL
Notes to Financial Statements (Unaudited) INCOME FUND, INC.
- --------------------------------------------------------------------------------
PSI has advised the Fund that for the six months ended June 30, 1996, it
received approximately $22,700 and $100 in contingent deferred sales charges
imposed upon certain redemptions by Class B and C shareholders, respectively.
PSI, PMF and PIC are indirect, wholly-owned subsidiaries of The Prudential
Insurance Company of America.
- ------------------------------------------------------------
Note 3. Other Transactions with Affiliates

Prudential Mutual Fund Services, Inc. (``PMFS''), a wholly-owned subsidiary of
PMF, serves as the Fund's transfer agent and during the six months ended June
30, 1996, the Fund incurred fees of approximately $168,000 for the services of
PMFS. As of June 30, 1996, fees of approximately $28,000 were due to PMFS.
Transfer agent fees and expenses in the Statement of Operations include certain
out-of-pocket expenses paid to non-affiliates.
- ------------------------------------------------------------
Note 4. Portfolio Securities

Purchases and sales of investment securities, other than short-term investments
and written options, for the six months ended June 30, 1996, aggregated
$39,070,576 and $50,766,737, respectively.

At June 30, 1996, the Fund had outstanding forward currency contracts to sell
foreign currencies as follows:
<TABLE>
<CAPTION>
Value at
Foreign Currency Settlement Date Current Appreciation
Sale Contracts Payable Value (Depreciaton)
- ------------------------------- --------------- ----------- --------------
<S> <C> <C> <C>
Canadian Dollars,
expiring 7/29/96.............. $ 5,289,092 $ 5,274,343 $ 14,749
Deutschemarks,
expiring 7/29/96.............. 37,738,453 37,943,746 (205,293)
French Francs,
expiring 7/29-9/16/96......... 6,046,383 6,067,613 (21,230)
Japanese Yen,
expiring 7/29/96.............. 2,534,562 2,513,805 20,757
New Zealand Dollars,
expiring 7/29/96.............. 23,300,914 23,426,887 (125,973)
Swiss Francs,
expiring 7/29/96.............. 7,671,628 7,742,898 (71,270)
--------------- ----------- --------------
$82,581,032 $82,969,292 $ (388,260)
--------------- ----------- --------------
--------------- ----------- --------------
</TABLE>

The federal income tax basis of the Portfolio's investments at June 30, 1996 was
$175,428,387 and, accordingly, net unrealized appreciation for federal income
tax purposes was $3,657,717 (gross unrealized appreciation--$6,346,241 gross
unrealized depreciation--$2,688,524).

For federal income tax purposes, the Fund has a capital loss carryforward as of
December 31, 1995, of approximately $83,764,100 of which $41,890,000 expires in
1997, $23,240,000 expires in 1998 and $18,634,100 expires in 2002. Accordingly,
no capital gains distribution is expected to be paid to shareholders until net
gains have been realized in excess of the aggregate of such amounts.
- ------------------------------------------------------------
Note 5. Joint Repurchase Agreement Account

The Fund, along with other affiliated registered investment companies, transfers
uninvested cash balances into a single joint account, the daily aggregate
balance of which is invested in one or more repurchase agreements collateralized
by U.S. Treasury or federal agency obligations. As of June 30, 1996, the Fund
has a 0.6% undivided interest in the joint account. The undivided interest for
the Fund represents $7,085,000 in the principal amount. As of such date, each
repurchase agreement in the joint account and the collateral therefor were as
follows:

Bear, Stearns & Co., 5.40%, in the principal amount of $369,000,000, repurchase
price $369,166,050, due 7/1/96. The value of the collateral including accrued
interest is $377,194,429.

Goldman, Sachs & Co. Inc., 5.47%, in the principal amount of $369,000,000,
repurchase price $369,168,203, due 7/1/96. The value of the collateral including
accrued interest is $376,380,556.

Smith Barney, Inc., 5.50%, in the principal amount of $369,000,000, repurchase
price $369,169,125, due 7/1/96. The value of the collateral including accrued
interest is $376,380,118.
- ------------------------------------------------------------
Note 6. Capital

The Fund offers Class A, Class B and Class C shares. Class A shares are sold
with a front-end sales charge of up to 3.0%. Class B shares are sold with a
contingent deferred sales charge which declines from 3% to zero depending on the
period of time the shares are held. Class C shares are sold with a contingent
deferred sales charge of 1% during the first year. Class B shares will
automatically convert to Class A shares on a quarterly basis approximately five
years after purchase. A special exchange privilege is also available for
shareholders who qualify to purchase Class A shares at net asset value.

There are 2 billion authorized shares of $.001 par value common stock divided
equally into Class A, B and C shares. Of the 21,954,226 shares of
- --------------------------------------------------------------------------------

B-9

Transactions in shares of common stock were as follows:
<TABLE>
<CAPTION>
Class A Shares Amount
- ---------------------------------- ----------- ------------
<S> <C> <C>
Six months ended June 30, 1996:
Shares sold....................... 71,464 $ 591,715
Shares issued in reinvestment of
dividends....................... 177,920 1,468,921
Shares reacquired................. (2,108,481) (17,419,075)
----------- ------------
Net decrease in shares outstanding
before conversion............... (1,859,097) (15,358,439)
Shares issued upon conversion from
Class B......................... 43,517 355,662
----------- ------------
Net decrease in shares
outstanding..................... (1,815,580) $(15,002,777)
----------- ------------
----------- ------------
Year ended December 31, 1995:
Shares sold....................... 1,850,612 $15,008,482
Shares issued in reinvestment of
dividends....................... 550,526 4,466,762
Shares reacquired................. (8,945,391) (72,011,740)
----------- ------------
Net decrease in shares outstanding
before conversion............... (6,544,253) (52,536,496)
Shares issued upon conversion from
Class B......................... 169,839 1,290,841
----------- ------------
Net decrease in shares
outstanding..................... (6,374,414) $(51,245,655)
----------- ------------
----------- ------------
<CAPTION>
Class B
- ----------------------------------
<S> <C> <C>
Six months ended June 30, 1996:
Shares sold....................... 120,173 $ 998,234
Shares issued in reinvestment of
dividends....................... 31,391 259,399
Shares reacquired................. (363,965) (3,008,416)
----------- ------------
Net decrease in shares outstanding
before conversion............... (212,401) (1,750,783)
Shares reacquired upon conversion
into Class A.................... (43,464) (355,662)
----------- ------------
Net decrease in shares
outstanding..................... (255,865) $(2,106,445)
----------- ------------
----------- ------------
<CAPTION>
Class B Shares Amount
- ---------------------------------- ----------- ------------
<S> <C> <C>
Year ended December 31, 1995:
Shares sold....................... 195,759 $ 1,567,104
Shares issued in reinvestment of
dividends....................... 107,743 873,686
Shares reacquired................. (1,173,472) (9,304,389)
----------- ------------
Net decrease in shares outstanding
before conversion............... (869,970) (6,863,599)
Shares reacquired upon conversion
into Class A.................... (169,615) (1,290,841)
----------- ------------
Net decrease in shares
outstanding..................... (1,039,585) $(8,154,440)
----------- ------------
----------- ------------
Class C
- ----------------------------------
Six months ended June 30, 1996:
Shares sold....................... 19,482 $ 159,901
Shares issued in reinvestment of
dividends....................... 243 2,008
Shares reacquired................. (836) (6,851)
----------- ------------
Increase in shares outstanding.... 18,889 $ 155,058
----------- ------------
----------- ------------
Year ended December 31, 1995:
Shares sold....................... 1,439 $ 10,601
Shares issued in reinvestment of
dividends....................... 116 954
----------- ------------
Increase in shares outstanding.... 1,555 $ 11,555
----------- ------------
----------- ------------
</TABLE>

- --------------------------------------------------------------------------------

B-10

<PAGE>
PRUDENTIAL INTERMEDIATE GLOBAL
Financial Highlights (Unaudited) INCOME FUND, INC.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Class A(e)
----------------------------------------------------------------------------------
Six Months Ten Months
Ended Year Ended December 31, Ended Year Ended
June 30, ---------------------------------- December 31, February 29,
1996 1995 1994 1993 1992(b) 1992
---------- -------- -------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of
period........................... $ 8.30 $ 7.32 $ 8.43 $ 7.77 $ 8.39 $ 8.79
---------- -------- -------- -------- ------------ ------------
Income from investment operations
Net investment income............... .27(d) .52(d) .50 .59 .61 .71
Net realized and unrealized gain
(loss) on investment and foreign
currency transactions............ (.02)(d) 1.20(d) (1.09) .63 (.36) (.36)
---------- -------- -------- -------- ------------ ------------
Total from investment
operations.................... .25 1.72 (.59) 1.22 .25 .35
---------- -------- -------- -------- ------------ ------------
Less distributions
Dividends from net investment
income........................... (.26) (.52)(d) (.29) (.48) (.59) (.71)
Distributions in excess of net
investment income................ -- (.22)(d) -- -- -- --
Distributions from capital gains.... -- -- (.01) (.08) (.28) --
Tax return of capital
distributions.................... -- -- (.22) -- -- (.04)
---------- -------- -------- -------- ------------ ------------
Total distributions.............. (.26) (.74) (.52) (.56) (.87) (.75)
---------- -------- -------- -------- ------------ ------------
Net asset value, end of period...... $ 8.29 $ 8.30 $ 7.32 $ 8.43 $ 7.77 $ 8.39
---------- -------- -------- -------- ------------ ------------
---------- -------- -------- -------- ------------ ------------
TOTAL RETURN(c):.................... 2.92% 24.01% (7.02)% 16.12% 3.09% 4.24%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)..... $166,658 $181,985 $207,153 $320,406 $378,865 $271,714
Average net assets (000)............ $174,047 $200,759 $262,882 $355,018 $331,339 $399,714
Ratios to average net assets:
Expenses, including distribution
fees.......................... 1.42%(a) 1.40% 1.46% 1.41% 1.30%(a) 1.20%
Expenses, excluding distribution
fees.......................... 1.27%(a) 1.25% 1.31% 1.26% 1.15%(a) 1.15%
Net investment income............ 6.48%(a) 6.09% 6.04% 7.42% 9.08%(a) 8.43%
Portfolio turnover rate............. 23% 220% 554% 361% 201% 170%
</TABLE>

- ---------------
(a) Annualized.
(b) The Fund changed its fiscal year end to December 31.
(c) Total return does not consider the effect 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 a full year are not
annualized.
(d) Calculated based upon average shares outstanding during the fiscal period.
(e) Prior to October 7, 1991, the Fund was organized as a closed-end fund.
- --------------------------------------------------------------------------------
See Notes to Financial Statements.

B-11

<PAGE>
PRUDENTIAL INTERMEDIATE GLOBAL
Financial Highlights (Unaudited) INCOME FUND, INC.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Class B Class C
------------------------------------------------------------------------------ --------
Six January 15, Six
Months Ten Months 1992(f) Months
Ended Year Ended December 31, Ended Through Ended
June 30, ------------------------------- December 31, February 29, June 30,
1996 1995 1994 1993 1992(b) 1992 1996
-------- ------- ------- ------- ------------ ------------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of
period........................... $ 8.31 $ 7.33 $ 8.44 $ 7.79 $ 8.40 $ 8.43 $ 8.31
-------- ------- ------- ------- ------------ ----- --------
Income from investment operations
Net investment income............... .24(d) .47(d) .45 .54 .57 .08 .24(d)
Net realized and unrealized gain
(loss) on investment and foreign
currency transactions............ (.02)(d) 1.20(d) (1.09) .63 (.35) (.03) (.02)(d)
-------- ------- ------- ------- ------------ ----- --------
Total from investment
operations.................... .22 1.67 (.64) 1.17 .22 .05 .22
-------- ------- ------- ------- ------------ ----- --------
Less distributions
Dividends from net investment
income........................... (.23) (.47)(d) (.26) (.44) (.55) (.08) (.23)
Distributions in excess of net
investment income................ -- (.22)(d) -- -- -- -- --
Distributions from capital gains.... -- -- (.01) (.08) (.28) -- --
Tax return of capital
distributions.................... -- -- (.20) -- -- -- --
-------- ------- ------- ------- ------------ ----- --------
Total distributions.............. (.23) (.69) (.47) (.52) (.83) (.08) (.23)
-------- ------- ------- ------- ------------ ----- --------
Net asset value, end of period...... $ 8.30 $ 8.31 $ 7.33 $ 8.44 $ 7.79 $ 8.40 $ 8.30
-------- ------- ------- ------- ------------ ----- --------
-------- ------- ------- ------- ------------ ----- --------
TOTAL RETURN(c):.................... 2.63% 23.25% (7.69)% 15.29% 2.70% 0.58% 2.63%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)..... $15,165 $17,317 $22,906 $39,440 $ 33,500 $1,049 $ 170
Average net assets (000)............ $16,547 $19,336 $31,835 $36,197 $ 18,358 $ 456 $ 77
Ratios to average net assets:
Expenses, including distribution
fees.......................... 2.02%(a) 2.00% 2.07% 2.01% 1.90%(a) 1.03%(a) 2.02%(a)
Expenses, excluding distribution
fees.......................... 1.27%(a) 1.25% 1.31% 1.26% 1.15%(a) .28%(a) 1.27%(a)
Net investment income............ 5.88%(a) 5.49% 5.44% 6.67% 8.54%(a) 9.43%(a) 5.88%(a)
Portfolio turnover rate............. 23% 220% 554% 361% 201% 170% 23%

<CAPTION>
August 1,
1994(g)
Year Ended Through
December 31, December 31,
1995 1994
------------ ------------
<S> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of
period........................... $ 7.33 $ 7.69
----- -----

Income from investment operations
Net investment income............... .47(d) .14
Net realized and unrealized gain
(loss) on investment and foreign
currency transactions............ 1.20(d) (.32)
----- -----

Total from investment
operations.................... 1.67 (.18)
----- -----

Less distributions
Dividends from net investment
income........................... (.47)(d) (.10)
Distributions in excess of net
investment income................ (.22)(d) --
Distributions from capital gains.... -- --
Tax return of capital
distributions.................... -- (.08)
----- -----

Total distributions.............. (.69) (.18)
----- -----

Net asset value, end of period...... $ 8.31 $ 7.33
----- -----
----- -----

TOTAL RETURN(c):.................... 23.25% (2.44)%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)..... $ 13 $ 193(e)
Average net assets (000)............ $ 11 $ 197(e)
Ratios to average net assets:
Expenses, including distribution
fees.......................... 2.00% 1.05%(a)
Expenses, excluding distribution
fees.......................... 1.25% .30%(a)
Net investment income............ 5.49% 3.30%(a)
Portfolio turnover rate............. 220% 554%
</TABLE>

- ---------------
(a) Annualized.
(b) The Fund changed its fiscal year end to December 31.
(c) Total return does not consider the effect 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 a full year are not
annualized.
(d) Calculated based upon average shares outstanding during the fiscal period.
(e) Figures are actual and not rounded to the nearest thousand.
(f) Commencement of offering of Class B shares.
(g) Commencement of offering of Class C shares.
- --------------------------------------------------------------------------------
See Notes to Financial Statements.

B-12

<PAGE>

PART C

OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) FINANCIAL STATEMENTS:

(1) Financial Statements incorporated by reference in the Prospectus
constituting Part A of this Registration Statement:

Financial Highlights.

(2) Financial statements included in the Statement of Additional Information
constituting Part B of this Registration Statement:

Portfolio of Investments at December 31, 1995 and June 30, 1996
(unaudited).

Statement of Assets and Liabilities at December 31, 1995 and June 30,
1996 (unaudited).

Statement of Operations for the six-month period ended June 30, 1996
(unaudited) and the Year Ended December 31, 1995.

Statement of Changes in Net Assets for the Six-month period ended
June 30, 1996 (unaudited) and the Year ended December 31, 1995.

Notes to Financial Statements.

Financial Highlights.

Report of Independent Accountants.

(b) EXHIBITS:

1. (a) Restated Articles of Incorporation. (Incorporated by reference to
Exhibit 1 to Post-Effective Amendment No. 7 to the Registration
Statement on Form N-1A filed via EDGAR on March 1, 1995 (File No.
33-42093).)

(b) Form of Articles Supplementary.*

2. Amended By-Laws of Registrant. (Incorporated by reference to Exhibit 2
(b) to Registration Statement on Form N-1A, File No. 33-42093, filed on
August 13, 1991.)

3. Not Applicable.

4. (a) Specimen stock certificates for Class A and Class B shares.
(Incorporated by reference to Exhibit 4 to Post-Effective Amendment No.
1 to Registration Statement on Form N-1A, File No. 33-42093.)

(b) Instruments Defining Rights of Shareholders. (Incorporated by
reference to Exhibit 4(b) to Post-Effective Amendment No. 4 to the
Registration Statement on form N-1A filed via EDGAR on March 2, 1994
(File No. 33-42093).)

5. (a) Management Agreement between the Registrant and Prudential Mutual
Fund Management, Inc. (Incorporated by reference to Exhibit 6(a) of
Amendment No. 1 to Registration Statement on Form N-2, File No.
2-82976.)

(b) Subadvisory Agreement between Prudential Mutual Fund Management,
Inc. and The Prudential Investment Corporation. (Incorporated by
reference to Exhibit 6(b) of Amendment No. 1 to Registration Statement
on Form N-2, File No. 2-82976.)

(c) Management Agreement between Registrant and Prudential Mutual Fund
Management, Inc. (Incorporated by reference to Exhibit 5(c) to
Registration Statement on Form N-1A, File No. 33-42093, filed on August
13, 1991.)

(d) Subadvisory Agreement between Prudential Mutual Fund Management,
Inc. and The Prudential Investment Corporation. (Incorporated by
reference to Exhibit 5(d) to Registration Statement on Form N-1A, File
No. 33-42093, filed on August 13, 1991.)

6. Amended and Restated Distribution Agreement.*

----------
*Filed herewith.

C-1
<PAGE>

7. Not Applicable.

8. (a) Custodian Contract between the Registrant and State Street Bank and
Trust Company. (Incorporated by reference to Exhibit 9 to Registration
Statement on Form N-2, File No. 2-82976.)

(b) Custodian Contract between the Registrant and State Street Bank and
Trust Company. (Incorporated by reference to Exhibit 8(b) to
Registration Statement on Form N-1A, File No. 33-42093, filed on August
13, 1991.)

9. (a) Transfer Agency and Service Agreement between the Registrant and
Prudential Mutual Fund Services, Inc. (Incorporated by reference to
Exhibit 10(a) of Amendment No. 2 to Registration Statement on Form N-2,
File No. 2-82976.)

(b) Transfer Agency and Service Agreement between the Registrant and
Prudential Mutual Fund Services, Inc. (Incorporated by reference to
Exhibit 9(b) to Registration Statement on Form N-1A, File No. 33-42093,
filed on August 13, 1991.)

10. Opinion of Shereff, Friedman, Hoffman & Goodman LLP. (Incorporated by
reference to Exhibit 10 to Post-Effective Amendment No. 8 to the
Registration Statement on Form N-1A, filed via EDGAR on March 1, 1996
(File No. 33-42093).)

11. Consent of Independent Accountants.*

12. Not Applicable.

13. Subscription Agreement between the Registrant and Prudential Mutual Fund
Management, Inc. (Incorporated by reference to Exhibit 14 to
Pre-Effective Amendment No. 2 to Registration Statement on Form N-2,
File No. 2-82976.)

14. Not Applicable.

15. (a) Plan of Distribution pursuant to Rule 12b-1 for Class A shares.
(Incorporated by reference to Exhibit 15 to Registration Statement on
Form N-1A, File No. 33-42093, filed on August 13, 1991.)

(b) Form of Plan of Distribution pursuant to Rule 12b-1 for Class B
shares. (Incorporated by reference to Exhibit 15(b) to Post-Effective
Amendment No. 1 to Registration Statement on Form N-1A, File No.
33-42093.)

(c) Distribution and Service Plan with respect to Class A shares between
the Registrant and Prudential Mutual Fund Distributors, Inc.
(Incorporated by reference to Exhibit 15(c) to Post-Effective Amendment
No. 4 to the Registration Statement on form N-1A filed via EDGAR on
March 2, 1994 (File No. 33-42093).)

(d) Distribution and Service Plan with respect to Class B shares between
the Registrant and Prudential Securities Incorporated. (Incorporated by
reference to Exhibit 15(d) to Post-Effective Amendment No. 4 to the
Registration Statement on form N-1A filed via EDGAR on March 2, 1994
(File No. 33-42093).)

(e) Distribution and Service Plan for Class A shares. (Incorporated by
reference to Exhibit 15(e) to Post-Effective Amendment No. 7 to the
Registration Statement on Form N-1A filed via EDGAR on March 1, 1995
(File No. 33-42093).)

(f) Distribution and Service Plan for Class B shares. (Incorporated by
reference to Exhibit 15(f) to Post-Effective Amendment No. 7 to the
Registration Statement on Form N-1A filed via EDGAR on March 1, 1995
(File No. 33-42093).)

(g) Distribution and Service Plan for Class C shares. (Incorporated by
reference to Exhibit 15(g) to Post-Effective Amendment No. 7 to the
Registration Statement on Form N-1A filed via EDGAR on March 1, 1995
(File No. 33-42093).)

16. (a) Schedule of Computation of Performance Quotations. (Incorporated by
reference to Exhibit 16 to Post-Effective Amendment No. 1 to
Registration Statement on Form N-1A File No. 33-42093.)

(b) Schedule of Calculation of Aggregate Total Return for Class A and
Class B shares. (Incorporated by reference to Exhibit 16(b) to
Post-Effective Amendment No. 4 to the Registration Statement on form
N-1A filed via EDGAR on March 2, 1994 (File No. 33-42093).)

17. Financial Data Schedules.*

18. Rule 18f-3 Plan.*

----------
*Filed herewith.

C-2
<PAGE>

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

None.

ITEM 26. NUMBER OF HOLDERS OF SECURITIES

As of July 26, 1996 there were 20,442, 1,211 and 7 record holders of Class
A, Class B and Class C shares of common stock, $.001 par value per share, of the
Registrant, respectively.

ITEM 27. INDEMNIFICATION

As permitted by Sections 17(h) and (i) of the Investment Company Act of
1940 (the 1940 Act) and pursuant to Article VII of the Fund's By-Laws (Exhibit 2
to the Registration Statement), officers, directors, employees and agents of the
Registrant will not be liable to the Registrant, any stockholder, officer,
director, employee, agent or other person for any action or failure to act,
except for bad faith, willful misfeasance, gross negligence or reckless
disregard of duties, and those individuals may be indemnified against
liabilities in connection with the Registrant, subject to the same exceptions.
Section 2-418 of Maryland General Corporation Law permits indemnification of
directors who acted in good faith and reasonably believed that the conduct was
in the best interests of the Registrant. As permitted by Section 17(i) of the
1940 Act, pursuant to Section 10 of each Distribution Agreement (Exhibits 6(a)
and (b) to the Registration Statement), each Distributor of the Registrant may
be indemnified against liabilities which it may incur, except liabilities
arising from bad faith, gross negligence, willful misfeasance or reckless
disregard of duties.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (Securities Act) may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
1940 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in connection with the successful defense of any
action, suit or proceeding) is asserted against the Registrant by such director,
officer or controlling person in connection with the shares being registered,
the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the 1940 Act and will be governed by the final adjudication of such
issue.

The Registrant has purchased an insurance policy insuring its officers and
directors against liabilities, and certain costs of defending claims against
such officers and directors, to the extent such officers and directors are not
found to have committed conduct constituting willful misfeasance, bad faith,
gross negligence or reckless disregard in the performance of their duties. The
insurance policy also insures the Registrant against the cost of indemnification
payments to officers and directors under certain circumstances.

Section 9 of the Management Agreement (Exhibit 5(a) to the Registration
Statement) and Section 4 of the Subadvisory Agreement (Exhibit 5(b) to the
Registration Statement) limit the liability of Prudential Mutual Fund
Management, Inc. (PMF) and The Prudential Investment Corporation (PIC),
respectively, to liabilities arising from willful misfeasance, bad faith or
gross negligence in the performance of their respective duties or from reckless
disregard by them of their respective obligations and duties under the
agreements.

The Registrant hereby undertakes that it will apply the indemnification
provisions of its By-Laws and each Distribution Agreement in a manner consistent
with Release No. 11330 of the Securities and Exchange Commission under the 1940
Act so long as the interpretation of Sections 17(h) and 17(i) of such Act remain
in effect and are consistently applied.

C-3
<PAGE>

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

(a) Prudential Mutual Fund Management, Inc.

See "How the Fund is Managed--Manager" in the Prospectus constituting Part
A of this Registration Statement and "Manager" in the Statement of Additional
Information constituting Part B of this Registration Statement.

The business and other connections of the officers of PMF are listed in
Schedules A and D of Form ADV of PMF as currently on file with the Securities
and Exchange Commission, the text of which is hereby incorporated by reference
(File No. 801-31104, filed on March 30, 1996).

The business and other connections of PMF's directors and principal
executive officers are set forth below. Except as otherwise indicated, the
address of each person is One Seaport Plaza, New York, NY 10292.

Name and Address Position with PMF Principal Occupations
- ---------------- ----------------- ---------------------
(a) Prudential Mutual Fund Management, Inc.

Stephen P. Fisher Senior Vice President Senior Vice President, PMF; Senior Vice President,
Prudential Securities Incorporated (Prudential
Securities); Vice President, Prudential Mutual Fund
Distributors, Inc. (PMFD)

Frank W. Giordano Executive Vice Executive Vice President, General Counsel, Secretary and
President, General Director, PMF and PMFD; Senior Vice President, Prudential
Counsel, Secretary and Securities; Director, Prudential Mutual Fund Services,
Director Inc. (PMFS)

Robert F. Gunia Executive Vice Executive Vice President, Chief Financial and
President, Chief Administrative Officer, Treasurer and Director, PMF;
Financial and Senior Vice President, Prudential Securities; Executive
Administrative Officer, Vice President, Treasurer, Comptroller and Director, PMFD;
Treasurer, and Director, PMFS
Director

Theresa A. Hamacher Director Director, PMF; Vice President, The Prudential Insurance
Prudential Plaza Company of America (Prudential); Vice President, The
Newark, NJ 07102 Prudential Investment Corporation (PIC); President,
Prudential Mutual Fund Investment Management (PMFIM)

Timothy J. O'Brien Director President, Chief Executive Officer, Chief Operating
Raritan Plaza One Officer and Director, PMFD; Chief Executive Officer and
Edison, NJ 08837 Director, PMFS; Director, PMF

Richard A. Redeker President, Chief President, Chief Executive Officer and Director, PMF;
Executive Officer and Executive Vice President, Director and Member of
Director Operating Committee, Prudential Securities; Director,
Prudential Securities Group, Inc. (PSG); Executive
Vice President, PIC; Director, PMFD; Director, PMFS

S. Jane Rose Senior Vice President, Senior Vice President, Senior Counsel and Assistant
Senior Counsel Secretary, PMF; Senior Vice President and Senior Counsel,
and Assistant Prudential Securities
Secretary

Donald Webber Executive Vice President and Executive Vice President and Director of Sales, PMF
Director of Sales

</TABLE>

(b) The Prudential Investment Corporation (PIC)

C-4

<PAGE>

The business and other connections of PIC's directors and executive
officers are as set forth below. Except as otherwise indicated, the address of
each person is Prudential Plaza, Newark, NJ 07102.

Name and Address Position with PMC Principal Occupations
- ---------------- ----------------- ---------------------
<S> <C> <C>

William M. Bethke Senior Vice President Senior Vice President, Prudential; Senior Vice President and
Two Gateway Center Director, PIC
Newark, NJ 07102

Barry M. Gillman Director Director, PIC

Theresa A. Hamacher Vice President Vice President, Prudential; Vice President, PIC; Director,
PMF; President, PMFIM

Richard A. Redeker Executive Vice President President, Chief Executive Officer and Director, PMF;
One Seaport Plaza Executive Vice President, Director and member of Operating
New York, NY 10292 Committee, Prudential Securities; Director, PSG; Executive
Vice President, PIC; Director, PMFD; Director, PMFS

John L. Reeve Senior Vice President Managing Director, Prudential Asset Management Group;
Senior Vice President, PIC

Eric A. Simonsen Vice President and Director President and Chief Executive Officer, Prudential Asset
Management Group; Vice President and Director, PIC;
Executive Vice President, Prudential
</TABLE>

C-5
<PAGE>

ITEM 29. PRINCIPAL UNDERWRITERS

(a) Prudential Securities Incorporated

Prudential securities Incorporated is distributor for The BlackRock
Government Income Trust, Command Government Fund, Command Money Fund, Command
Tax-Free Fund, Global Utility Fund, Inc., Nicholas-Applegate Fund, Inc.
(Nicholas-Applegate Growth Equity Fund), Prudential Allocation Fund, Prudential
California Municipal Fund, Prudential Distressed Securities Fund, Inc.,
Prudential Diversified Bond Fund, Inc., Prudential Equity Fund, Inc., Prudential
Equity Income Fund, Prudential Europe Growth Fund, Inc., Prudential Global Fund,
Inc., Prudential Global Genesis Fund, Inc., Prudential Global Limited Maturity
Fund, Inc., Prudential Global Natural Resources Fund, Inc., Prudential
Government Income Fund, Inc., Prudential Government Securities Trust, Prudential
Growth Opportunity Fund, Inc., Prudential High Yield Fund, Inc., Prudential
Institutional Liquidity Portfolio, Inc., Prudential Intermediate Global Income
Fund, Inc., Prudential Jennison Fund, Inc., Prudential MoneyMart Assets, Inc.,
Prudential Mortgage Income Fund, Inc., Prudential Multi-Sector Fund, Inc.,
Prudential Municipal Bond Fund, Prudential Municipal Series Fund, Prudential
National Municipals Fund, Inc., Prudential Pacific Growth Fund, Inc., Prudential
Special Money Market Fund, Inc., Prudential Structured Maturity Fund, Inc.,
Prudential Tax-Free Money Fund, Inc., Prudential Utility Fund, Inc. and The
Target Portfolio Trust. Prudential Securities is also a depositor for the
following unit investment trusts:

Corporate Investment Trust Fund
Prudential Equity Trust Shares
National Equity Trust
Prudential Unit Trusts
Government Securities Equity Trust
National Municipal Trust

(b) Information concerning the officers and directors of Prudential
Securities Incorporated is set forth below.

Positions and Positions and
Offices with Offices with
Name(1) Underwriter Registrant
- ------ ------------- -------------
<S> <C> <C>

Robert C. Golden ............. Executive Vice President and Director None
One New York Plaza
New York, NY 10292

Alan D. Hogan ................ Executive Vice President, Chief Administrative Officer and Director None

George A. Murray ............. Executive Vice President and Director None

Leland B. Paton .............. Executive Vice President and Director None
One New York Plaza
New York, NY 10292

Martin Pfinsgraff ............ Executive Vice President, Chief Financial Officer and Director None

Vincent T. Pica, II .......... Executive Vice President and Director None
One New York Plaza
New York, NY 10292

Richard A. Redeker ........... Executive Vice President and Director Director and
President

Hardwick Simmons ............. Chief Executive Officer, President and Director None

Lee B. Spencer, Jr. .......... General Counsel, Executive Vice President and Director None

</TABLE>

- ----------
(1) The address of each person named is One Seaport Plaza, New York, NY 10292
unless otherwise indicated.

C-6
<PAGE>

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

All accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act and the Rules thereunder are maintained at the
offices of State Street Bank and Trust Company, One Heritage Drive, North
Quincy, Massachusetts 02171, The Prudential Investment Corporation, Prudential
Plaza, 745 Broad Street, Newark, New Jersey 07102, the Registrant, One Seaport
Plaza, New York, New York 10292, and Prudential Mutual Fund Services, Inc.,
Raritan Plaza One, Edison, New Jersey 08837. Documents required by Rules
31a-1(b)(5), (6), (7), (9), (10) and (11) and 31a-1(f) will be kept at Three-
Gateway Center, documents required by Rules 31a-1(b)(4) and (11) and 31a-1(d) at
One Seaport Plaza and the remaining accounts, books and other documents required
by such other pertinent provisions of Section 31(a) and the Rules promulgated
thereunder will be kept by State Street Bank and Trust Company and Prudential
Mutual Fund Services, Inc.

ITEM 31. MANAGEMENT SERVICES

Other than as set forth under the captions "How the Fund is
Managed--Manager" and "How the Fund is Managed--Distributor" in the Prospectus
and the captions "Manager" and "Distributor" in the Statement of Additional
Information, constituting Parts A and B, respectively, of this Registration
Statement, Registrant is not a party to any management-related service contract.

ITEM 32. UNDERTAKINGS

The Registrant hereby undertakes to furnish each person to whom a
Prospectus is delivered with a copy of the Registrant's latest annual report to
shareholders, upon request and without charge.

C-7

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Post-Effective Amendment pursuant to
Rule 485(b) under the Securities Act of 1933 has duly caused this Post-Effective
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, and State of
New York, on the 15th day of August, 1996.

PRUDENTIAL INTERMEDIATE GLOBAL INCOME
FUND, INC.

By: /s/ RICHARD A. REDEKER
---------------------------------------
RICHARD A. REDEKER, PRESIDENT

Pursuant to the requirements of the Securities Act of 1933, this
Post-ffective Amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.

Name Title Date
---- ----- ----

/s/ RICHARD A. REDEKER
- ---------------------------------- President and Director August 15, 1996
Richard A. Redeker

/s/ THOMAS A. OWENS, JR. Director August 15, 1996
- ----------------------------------
Thomas A. Owens, Jr.

/s/ GERALD A. STAHL Director August 15, 1996
- ----------------------------------
Gerald A. Stahl

/s/ STEPHEN STONEBURN Director August 15, 1996
- ----------------------------------
Stephen Stoneburn

/s/ ROBERT H. WELLINGTON Director August 15, 1996
- ----------------------------------
Robert H. Wellington

/s/ GRACE TORRES
- ----------------------------------- Principal Financial and August 15, 1996
Grace Torres Accounting Officer

<PAGE>

INDEX TO EXHIBITS
<TABLE>
<CAPTION>

Sequentially
Exhibit Numbered
No. Description Page
- ------ ----------- ------------
<S> <C>

1. (a) Restated Articles of Incorporation. (Incorporated by reference to Exhibit 1
to Post-Effective Amendment No. 7 to the Registration Statement on Form N-1A
filed via EDGAR on March 1, 1995 (File No. 33-42093).)

(b) Form of Articles Supplementary.*

2. Amended By-Laws of Registrant. (Incorporated by reference to Exhibit 2 (b)
to Registration Statement on Form N-1A, File No. 33-42093, filed on August
13, 1991.)

3. Not Applicable.

4. (a) Specimen stock certificates for Class A and Class B shares.
(Incorporated by reference to Exhibit 4 to Post-Effective Amendment No. 1 to
Registration Statement on Form N-1A, File No. 33-42093.)

(b) Instruments Defining Rights of Shareholders. (Incorporated by reference
to Exhibit 4(b) to Post-Effective Amendment No. 4 to the Registration
Statement on form N-1A filed via EDGAR on March 2, 1994
(File No. 33-42093).)

5. (a) Management Agreement between the Registrant and Prudential Mutual Fund
Management, Inc. (Incorporated by reference to Exhibit 6(a) of Amendment No.
1 to Registration Statement on Form N-2, File No. 2-82976.)

(b) Subadvisory Agreement between Prudential Mutual Fund Management, Inc.
and The Prudential Investment Corporation. (Incorporated by reference to
Exhibit 6(b) of Amendment No. 1 to Registration Statement on Form N-2, File
No. 2-82976.)

(c) Management Agreement between Registrant and Prudential Mutual Fund
Management, Inc. (Incorporated by reference to Exhibit 5(c) to Registration
Statement on Form N-1A, File No. 33-42093, filed on August 13, 1991.)

(d) Subadvisory Agreement between Prudential Mutual Fund Management, Inc.
and The Prudential Investment Corporation. (Incorporated by reference to
Exhibit 5(d) to Registration Statement on Form N-1A, File No. 33-42093,
filed on August 13, 1991.)

6. Amended and Restated Distribution Agreement.*

7. Not Applicable.

8. (a) Custodian Contract between the Registrant and State Street Bank and
Trust Company. (Incorporated by reference to Exhibit 9 to Registration
Statement on Form N-2, File No. 2-82976.)

(b) Custodian Contract between the Registrant and State Street Bank and
Trust Company. (Incorporated by reference to Exhibit 8(b) to Registration
Statement on Form N-1A, File No. 33-42093, filed on August 13, 1991.)

9. (a) Transfer Agency and Service Agreement between the Registrant and
Prudential Mutual Fund Services, Inc. (Incorporated by reference to Exhibit
10(a) of Amendment No. 2 to Registration Statement on Form N-2, File No.
2-82976.)

(b) Transfer Agency and Service Agreement between the Registrant and
Prudential Mutual Fund Services, Inc. (Incorporated by reference to Exhibit
9(b) to Registration Statement on Form N-1A, File No. 33-42093, filed on
August 13, 1991.)

11. Consent of Independent Accountants.*

12. Not Applicable.

13. Subscription Agreement between the Registrant and Prudential Mutual Fund
Management, Inc. (Incorporated by reference to Exhibit 14 to Pre-Effective
Amendment No. 2 to Registration Statement on Form N-2, File No. 2-82976.)

14. Not Applicable.
</TABLE>

- ----------
*Filed herewith.

<PAGE>

15. (a) Plan of Distribution pursuant to Rule 12b-1 for Class A shares.
(Incorporated by reference to Exhibit 15 to Registration Statement on Form
N-1A, File No. 33-42093, filed on August 13, 1991.)

(b) Form of Plan of Distribution pursuant to Rule 12b-1 for Class B shares.
(Incorporated by reference to Exhibit 15(b) to Post-Effective Amendment No.
1 to Registration Statement on Form N-1A, File No. 33-42093.)

(c) Distribution and Service Plan with respect to Class A shares between the
Registrant and Prudential Mutual Fund Distributors, Inc. (Incorporated by
reference to Exhibit 15(c) to Post-Effective Amendment No. 4 to the
Registration Statement on form N-1A filed via EDGAR on March 2, 1994 (File
No. 33-42093).)

(d) Distribution and Service Plan with respect to Class B shares between the
Registrant and Prudential Securities Incorporated. (Incorporated by
reference to Exhibit 15(d) to Post-Effective Amendment No. 4 to the
Registration Statement on form N-1A filed via EDGAR on March 2, 1994 (File
No. 33-42093).)

16. (a) Schedule of Computation of Performance Quotations. (Incorporated by
reference to Exhibit 16 to Post-Effective Amendment No. 1 to Registration
Statement on Form N-1A File No. 33-42093.)

(b) Schedule of Calculation of Aggregate Total Return for Class A and Class
B shares. (Incorporated by reference to Exhibit 16(b) to Post-Effective
Amendment No. 4 to the Registration Statement on form N-1A filed via EDGAR
on March 2, 1994 (File No. 3342093).)

17. Financial Data Schedules.*

18. Rule 18f-3 Plan.*

- ----------
*Filed herewith.

FORM OF ARTICLES SUPPLEMENTARY
OF
PRUDENTIAL INTERMEDIATE GLOBAL INCOME FUND, INC.

* * * * * * *

Pursuant to Section 2-208.1
of the Maryland General Corporation Law

* * * * * * *

Prudential Intermediate Global Income Fund, Inc., a Maryland corporation
having its principal offices in Baltimore, Maryland and New York, New York (the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland, that:

FIRST: The Corporation is registered as an open-end company under the
Investment Company Act of 1940.

SECOND: The total number of shares of all classes of stock which the
Corporation has authority to issue is 2,000,000,000 shares of common stock, par
value of $.001 each, having an aggregate par value of $2,000,000, and the total
number of shares of common stock that the Corporation has authority to issue is
not being increased or decreased.

THIRD: Heretofore, the number of authorized shares which the Corporation
has authority to issue was divided into three classes of shares, consisting of
666,666,666 Class A shares, 666,666,666 Class B shares and 666,666,668 Class C
shares.

FOURTH: In accordance with Section 2-105(C) of the Maryland General
Corporation Law and pursuant to a resolution duly adopted by the Board of
Directors of the Corporation at a meeting held on May 9, 1996, the number of
authorized shares which the Corporation has authority to issue is hereby divided
into four classes of shares, consisting of 500 million Class A shares, 500
million Class B shares, 500 million Class C shares and 500 million Class Z
shares.

FIFTH: The Class Z shares shall represent the same interest in the
Corporation and have identical voting, dividend, liquidation and other rights as
the Class A, Class B and Class C shares except that (i) Expenses related to the
distribution of each class of shares shall be borne solely by such class; (ii)
The bearing of such expenses solely by shares of each class shall be
appropriately reflected (in the manner determined by the Board of Directors) in
the net asset value, dividends, distribution and liquidation rights of the
shares of such class; (iii) The Class A Common Stock shall be subject to a
front-end sales load and a Rule 12b-1 distribution fee as determined by the
Board of Directors from time to time; (iv) The Class B Common Stock shall be
subject to a contingent deferred sales charge and a Rule 12b-1 distribution fee
as determined by the

<PAGE>

Board of Directors from time to time; (v) The Class C Common Stock shall be
subject to a contingent deferred sales charge and a Rule 12b-1 distribution fee
as determined by the Board of Directors from time to time and (vi) The Class Z
Common Stock shall not be subject to a front-end sales load, a contingent
deferred sales charge nor a 12b-1 distribution fee. All shares of each
particular class shall represent an equal proportionate interest in that class,
and each share of any particular class shall be equal to each other share of
that class.

IN WITNESS WHEREOF, PRUDENTIAL INTERMEDIATE GLOBAL INCOME FUND, INC., has
caused these presents to be signed in its name and on its behalf by its
President and attested by its Assistant Secretary on August __, 1996.

PRUDENTIAL INTERMEDIATE
GLOBAL INCOME FUND, INC.

By
--------------------------
Robert F. Gunia
Vice President

Attest:
-----------------------
Deborah A. Docs
Assistant Secretary

THE UNDERSIGNED, President of Prudential Intermediate Global Income Fund,
Inc., who executed on behalf of the Corporation the foregoing Articles
Supplementary of which this certificate is made a part, hereby acknowledges in
the name and on behalf of said Corporation the foregoing Articles Supplementary
to be the corporate act of said Corporation and hereby certifies that to the
best of his knowledge, information and belief the matters and facts set forth
therein with respect to the authorization and approval thereof are true in all
material respects under the penalties of perjury.

--------------------------
Robert F. Gunia
Vice President

EXHIBIT 6

PRUDENTIAL INTERMEDIATE GLOBAL INCOME FUND, INC.

Distribution Agreement

Agreement made as of May 9, 1996, between Prudential Intermediate Global
Income Fund, Inc., a Maryland corporation (the Fund), and Prudential Securities
Incorporated, a Delaware corporation (the Distributor).

WITNESSETH

WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended (the Investment Company Act), as a diversified, open-end, management
investment company and it is in the interest of the Fund to offer its shares for
sale continuously;

WHEREAS, the shares of the Fund may be divided into classes and/or series
(all such shares being referred to herein as Shares) and the Fund currently is
authorized to offer Class A, Class B, Class C shares;

WHEREAS, the Distributor is a broker-dealer registered under the Securities
Exchange Act of 1934, as amended, and is engaged in the business of selling
shares of registered investment companies either directly or through other
broker-dealers;

WHEREAS, the Fund and the Distributor wish to enter into an agreement with
each other, with respect to the continuous offering of the Fund's Shares from
and after the date hereof in order to promote the growth of the Fund and
facilitate the distribution of its Shares; and

WHEREAS, upon approval by the holders of the respective classes and/or
series of Shares of the Fund it is contemplated that the Fund will adopt a plan
(or plans) of distribution pursuant to Rule 12b-1 under the Investment Company
Act with respect to certain of its classes and/or series of Shares (the Plans)
authorizing payments by the Fund to the Distributor with respect to the
distribution of such classes and/or series of Shares and the maintenance of
related shareholder accounts.

NOW, THEREFORE, the parties agree as follows:

Section 1. Appointment of the Distributor

The Fund hereby appoints the Distributor as the principal underwriter and
distributor of the Shares of the Fund to sell Shares to the public on behalf of
the Fund and the Distributor hereby accepts such appointment and agrees to act
hereunder. The

<PAGE>

Fund hereby agrees during the term of this Agreement to sell Shares of the Fund
through the Distributor on the terms and conditions set forth below.

Section 2. Exclusive Nature of Duties

The Distributor shall be the exclusive representative of the Fund to act as
principal underwriter and distributor of the Fund's Shares, except that:

2.1 The exclusive rights granted to the Distributor to sell Shares of the
Fund shall not apply to Shares of the Fund issued in connection with the merger
or consolidation of any other investment company or personal holding company
with the Fund or the acquisition by purchase or otherwise of all (or
substantially all) the assets or the outstanding shares of any such company by
the Fund.

2.2 Such exclusive rights shall not apply to Shares issued by the Fund
pursuant to reinvestment of dividends or capital gains distributions or through
the exercise of any conversion feature or exchange privilege.

2.3 Such exclusive rights shall not apply to Shares issued by the Fund
pursuant to the reinstatement privilege afforded redeeming shareholders.

2.4 Such exclusive rights shall not apply to purchases made through the
Fund's transfer and dividend disbursing agent in the manner set forth in the
currently effective Prospectus of the Fund. The term "Prospectus" shall mean the
Prospectus and Statement of Additional Information included as part of the
Fund's Registration Statement, as such Prospectus and Statement of Additional
Information may be amended or supplemented from time to time, and the term
"Registration Statement" shall mean the Registration Statement filed by the Fund
with the Securities and Exchange Commission and effective under the Securities
Act of 1933, as amended (Securities Act), and the Investment Company Act, as
such Registration Statement is amended from time to time.

Section 3. Purchase of Shares from the Fund

3.1 The Distributor shall have the right to buy from the Fund on behalf of
investors the Shares needed, but not more than the Shares needed (except for
clerical errors in transmission) to fill unconditional orders for Shares placed
with the Distributor by investors or registered and qualified securities dealers
and other financial institutions (selected dealers).

3.2 The Shares shall be sold by the Distributor on behalf of the Fund and
delivered by the Distributor or selected

<PAGE>

dealers, as described in Section 6.4 hereof, to investors at the offering price
as set forth in the Prospectus.

3.3 The Fund shall have the right to suspend the sale of any or all classes
and/or series of its Shares at times when redemption is suspended pursuant to
the conditions in Section 4.3 hereof or at such other times as may be determined
by the Board of Directors. The Fund shall also have the right to suspend the
sale of any or all classes and/or series of its Shares if a banking moratorium
shall have been declared by federal or New York authorities.

3.4 The Fund, or any agent of the Fund designated in writing by the Fund,
shall be promptly advised of all purchase orders for Shares received by the
Distributor. Any order may be rejected by the Fund; provided, however, that the
Fund will not arbitrarily or without reasonable cause refuse to accept or
confirm orders for the purchase of Shares. The Fund (or its agent) will confirm
orders upon their receipt, will make appropriate book entries and upon receipt
by the Fund (or its agent) of payment therefor, will deliver deposit receipts
for such Shares pursuant to the instructions of the Distributor. Payment shall
be made to the Fund in New York Clearing House funds or federal funds. The
Distributor agrees to cause such payment and such instructions to be delivered
promptly to the Fund (or its agent).

Section 4. Repurchase or Redemption of Shares by the Fund

4.1 Any of the outstanding Shares may be tendered for redemption at any
time, and the Fund agrees to repurchase or redeem the Shares so tendered in
accordance with its Articles of Incorporation as amended from time to time, and
in accordance with the applicable provisions of the Prospectus. The price to be
paid to redeem or repurchase the Shares shall be equal to the net asset value
determined as set forth in the Prospectus. All payments by the Fund hereunder
shall be made in the manner set forth in Section 4.2 below.

4.2 The Fund shall pay the total amount of the redemption price as defined
in the above paragraph pursuant to the instructions of the Distributor on or
before the seventh day subsequent to its having received the notice of
redemption in proper form. The proceeds of any redemption of Shares shall be
paid by the Fund as follows: (I) in the case of Shares subject to a contingent
deferred sales charge, any applicable contingent deferred sales charge shall be
paid to the Distributor, and the balance shall be paid to or for the account of
the redeeming shareholder, in each case in accordance with applicable provisions
of the Prospectus; and (ii) in the case of all other Shares, proceeds shall be
paid to or for the account of the redeeming shareholder, in each case in
accordance with applicable provisions of the Prospectus.

<PAGE>

4.3 Redemption of any class and/or series of Shares or payment may be
suspended at times when the New York Stock Exchange is closed for other than
customary weekends and holidays, when trading on said Exchange is restricted,
when an emergency exists as a result of which disposal by the Fund of securities
owned by it is not reasonably practicable or it is not reasonably practicable
for the Fund fairly to determine the value of its net assets, or during any
other period when the Securities and Exchange Commission, by order, so permits.

Section 5. Duties of the Fund

5.1 Subject to the possible suspension of the sale of Shares as provided
herein, the Fund agrees to sell its Shares so long as it has Shares of the
respective class and/or series available.

5.2 The Fund shall furnish the Distributor copies of all information,
financial statements and other papers which the Distributor may reasonably
request for use in connection with the distribution of Shares, and this shall
include one certified copy, upon request by the Distributor, of all financial
statements prepared for the Fund by independent public accountants. The Fund
shall make available to the Distributor such number of copies of its Prospectus
and annual and interim reports as the Distributor shall reasonably request.

5.3 The Fund shall take, from time to time, but subject to the necessary
approval of the Board of Directors and the shareholders, all necessary action to
fix the number of authorized Shares and such steps as may be necessary to
register the same under the Securities Act, to the end that there will be
available for sale such number of Shares as the Distributor reasonably may
expect to sell. The Fund agrees to file from time to time such amendments,
reports and other documents as may be necessary in order that there will be no
untrue statement of a material fact in the Registration Statement, or necessary
in order that there will be no omission to state a material fact in the
Registration Statement which omission would make the statements therein
misleading.

5.4 The Fund shall use its best efforts to qualify and maintain the
qualification of any appropriate number of its Shares for sales under the
securities laws of such states as the Distributor and the Fund may approve;
provided that the Fund shall not be required to amend its Articles of
Incorporation or By-Laws to comply with the laws of any state, to maintain an
office in any state, to change the terms of the offering of its Shares in any
state from the terms set forth in its Registration Statement, to qualify as a
foreign corporation in any state or to consent to service of process in any
state other than with respect to claims arising out of the offering of its
Shares. Any such qualification

<PAGE>

may be withheld, terminated or withdrawn by the Fund at any time in its
discretion. As provided in Section 9 hereof, the expense of qualification and
maintenance of qualification shall be borne by the Fund. The Distributor shall
furnish such information and other material relating to its affairs and
activities as may be required by the Fund in connection with such
qualifications.

Section 6. Duties of the Distributor

6.1 The Distributor shall devote reasonable time and effort to effect sales
of Shares, but shall not be obligated to sell any specific number of Shares.
Sales of the Shares shall be on the terms described in the Prospectus. The
Distributor may enter into like arrangements with other investment companies.
The Distributor shall compensate the selected dealers as set forth in the
Prospectus.

6.2 In selling the Shares, the Distributor shall use its best efforts in
all respects duly to conform with the requirements of all federal and state laws
relating to the sale of such securities. Neither the Distributor nor any
selected dealer nor any other person is authorized by the Fund to give any
information or to make any representations, other than those contained in the
Registration Statement or Prospectus and any sales literature approved by
appropriate officers of the Fund.

6.3 The Distributor shall adopt and follow procedures for the confirmation
of sales to investors and selected dealers, the collection of amounts payable by
investors and selected dealers on such sales and the cancellation of unsettled
transactions, as may be necessary to comply with the requirements of the
National Association of Securities Dealers, Inc. (NASD).

6.4 The Distributor shall have the right to enter into selected dealer
agreements with registered and qualified securities dealers and other financial
institutions of its choice for the sale of Shares, provided that the Fund shall
approve the forms of such agreements. Within the United States, the Distributor
shall offer and sell Shares only to such selected dealers as are members in good
standing of the NASD. Shares sold to selected dealers shall be for resale by
such dealers only at the offering price determined as set forth in the
Prospectus.

Section 7. Payments to the Distributor

7.1 With respect to classes and/or series of Shares which impose a
front-end sales charge, the Distributor shall receive and may retain any portion
of any front-end sales charge which is imposed on such sales and not reallocated
to selected dealers as set forth in the Prospectus, subject to the limitations
of Article III, Section 26 of the NASD Rules of Fair Practice.

<PAGE>

Payment of these amounts to the Distributor is not contingent upon the adoption
or continuation of any applicable Plans.

7.2 With respect to classes and/or series of Shares which impose a
contingent deferred sales charge, the Distributor shall receive and may retain
any contingent deferred sales charge which is imposed on such sales as set forth
in the Prospectus, subject to the limitations of Article III, Section 26 of the
NASD Rules of Fair Practice. Payment of these amounts to the Distributor is not
contingent upon the adoption or continuation of any Plan.

Section 8. Payment of the Distributor under the Plan

8.1 The Fund shall pay to the Distributor as compensation for services
under any Plans adopted by the Fund and this Agreement a distribution and
service fee with respect to the Fund's classes and/or series of Shares as
described in each of the Fund's respective Plans and this Agreement.

8.2 So long as a Plan or any amendment thereto is in effect, the
Distributor shall inform the Board of Directors of the commissions and account
servicing fees with respect to the relevant class and/or series of Shares to be
paid by the Distributor to account executives of the Distributor and to
broker-dealers and financial institutions which have dealer agreements with the
Distributor. So long as a Plan (or any amendment thereto) is in effect, at the
request of the Board of Directors or any agent or representative of the Fund,
the Distributor shall provide such additional information as may reasonably be
requested concerning the activities of the Distributor hereunder and the costs
incurred in performing such activities with respect to the relevant class and/or
series of Shares.

Section 9. Allocation of Expenses

The Fund shall bear all costs and expenses of the continuous offering of
its Shares (except for those costs and expenses borne by the Distributor
pursuant to a Plan and subject to the requirements of Rule 12b-1 under the
Investment Company Act), including fees and disbursements of its counsel and
auditors, in connection with the preparation and filing of any required
Registration Statements and/or Prospectuses under the Investment Company Act or
the Securities Act, and all amendments and supplements thereto, and preparing
and mailing annual and periodic reports and proxy materials to shareholders
(including but not limited to the expense of setting in type any such
Registration Statements, Prospectuses, annual or periodic reports or proxy
materials). The Fund shall also bear the cost of expenses of qualification of
the Shares for sale, and, if necessary or advisable in connection therewith, of
qualifying the Fund as a broker or dealer, in such states of the United States
or other

<PAGE>

jurisdictions as shall be selected by the Fund and the Distributor pursuant to
Section 5.4 hereof and the cost and expense payable to each such state for
continuing qualification therein until the Fund decides to discontinue such
qualification pursuant to Section 5.4 hereof. As set forth in Section 8 above,
the Fund shall also bear the expenses it assumes pursuant to any Plan, so long
as such Plan is in effect.

Section 10. Indemnification

10.1 The Fund agrees to indemnify, defend and hold the Distributor, its
officers and directors and any person who controls the Distributor within the
meaning of Section 15 of the Securities Act, free and harmless from and against
any and all claims, demands, liabilities and expenses (including the cost of
investigating or defending such claims, demands or liabilities and any
reasonable counsel fees incurred in connection therewith) which the Distributor,
its officers, directors or any such controlling person may incur under the
Securities Act, or under common law or otherwise, arising out of or based upon
any untrue statement of a material fact contained in the Registration Statement
or Prospectus or arising out of or based upon any alleged omission to state a
material fact required to be stated in either thereof or necessary to make the
statements in either thereof not misleading, except insofar as such claims,
demands, liabilities or expenses arise out of or are based upon any such untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with information furnished in writing by the Distributor
to the Fund for use in the Registration Statement or Prospectus; provided,
however, that this indemnity agreement shall not inure to the benefit of any
such officer, director, trustee or controlling person unless a court of
competent jurisdiction shall determine in a final decision on the merits, that
the person to be indemnified was not liable by reason of willful misfeasance,
bad faith or gross negligence in the performance of its duties, or by reason of
its reckless disregard of its obligations under this Agreement (disabling
conduct), or, in the absence of such a decision, a reasonable determination,
based upon a review of the facts, that the indemnified person was not liable by
reason of disabling conduct, by (a) a vote of a majority of a quorum of
directors or trustees who are neither "interested persons" of the Fund as
defined in Section 2(a)(19) of the Investment Company Act nor parties to the
proceeding, or (b) an independent legal counsel in a written opinion. The Fund's
agreement to indemnify the Distributor, its officers and directors or trustees
and any such controlling person as aforesaid is expressly conditioned upon the
Fund's being promptly notified of any action brought against the Distributor,
its officers or directors or trustees, or any such controlling person, such
notification to be given by letter or telegram addressed to the Fund at its
principal business office. The Fund agrees promptly to notify the Distributor of
the commencement of any litigation or proceedings against it or any of

<PAGE>

its officers or directors in connection with the issue and sale of any
Shares.

10.2 The Distributor agrees to indemnify, defend and hold the Fund, its
officers and Directors and any person who controls the Fund, if any, within the
meaning of Section 15 of the Securities Act, free and harmless from and against
any and all claims, demands, liabilities and expenses (including the cost of
investigating or defending against such claims, demands or liabilities and any
reasonable counsel fees incurred in connection therewith) which the Fund, its
officers and Directors or any such controlling person may incur under the
Securities Act or under common law or otherwise, but only to the extent that
such liability or expense incurred by the Fund, its Directors or officers or
such controlling person resulting from such claims or demands shall arise out of
or be based upon any alleged untrue statement of a material fact contained in
information furnished in writing by the Distributor to the Fund for use in the
Registration Statement or Prospectus or shall arise out of or be based upon any
alleged omission to state a material fact in connection with such information
required to be stated in the Registration Statement or Prospectus or necessary
to make such information not misleading. The Distributor's agreement to
indemnify the Fund, its officers and Directors and any such controlling person
as aforesaid, is expressly conditioned upon the Distributor's being promptly
notified of any action brought against the Fund, its officers and Directors or
any such controlling person, such notification being given to the Distributor at
its principal business office.

Section 11. Duration and Termination of this Agreement

11.1 This Agreement shall become effective as of the date first above
written and shall remain in force for two years from the date hereof and
thereafter, but only so long as such continuance is specifically approved at
least annually by (a) the Board of Directors of the Fund, or by the vote of a
majority of the outstanding voting securities of the applicable class and/or
series of the Fund, and (b) by the vote of a majority of those Directors who are
not parties to this Agreement or interested persons of any such parties and who
have no direct or indirect financial interest in this Agreement or in the
operation of any of the Fund's Plans or in any agreement related thereto
(Independent Directors), cast in person at a meeting called for the purpose of
voting upon such approval.

11.2 This Agreement may be terminated at any time, without the payment of
any penalty, by a majority of the Independent Directors or by vote of a majority
of the outstanding voting securities of the applicable class and/or series of
the Fund, or by the Distributor, on sixty (60) days' written notice to the other
party. This Agreement shall automatically terminate in the event of its
assignment.

<PAGE>

11.3 The terms "affiliated person," "assignment," "interested person" and
"vote of a majority of the outstanding voting securities", when used in this
Agreement, shall have the respective meanings specified in the Investment
Company Act.

Section 12. Amendments to this Agreement

This Agreement may be amended by the parties only if such amendment is
specifically approved by (a) the Board of Directors of the Fund, or by the vote
of a majority of the outstanding voting securities of the applicable class
and/or series of the Fund, and (b) by the vote of a majority of the Independent
Directors cast in person at a meeting called for the purpose of voting on such
amendment.

Section 13. Separate Agreement as to Classes and/or Series

The amendment or termination of this Agreement with respect to any class
and/or series shall not result in the amendment or termination of this Agreement
with respect to any other class and/or series unless explicitly so provided.

Section 14. Governing Law

The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of New York as at the time in effect and
the applicable provisions of the Investment Company Act. To the extent that the
applicable law of the State of New York, or any of the provisions herein,
conflict with the applicable provisions of the Investment Company Act, the
latter shall control.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year above written.

PRUDENTIAL SECURITIES INCORPORATED

By: /s/ ROBERT F. GUNIA
-------------------------------
Robert F. Gunia
Senior Vice President

PRUDENTIAL INTERMEDIATE GLOBAL
INCOME FUND, INC.

By: /s/ RICHARD A. REDEKER
-------------------------------
Richard A. Redeker
President

PIF-REV.DIS

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 9 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated February 20, 1996, relating to the financial
statements and financial highlights of Prudential Intermediate Global Income
Fund, Inc., which appears in the Statement of Additional Information
constituting part of Post-Effective Amendment No. 8 to the registration
statement on Form N-1A ("Post-Effective Amendment No. 8"). We also consent to
the incorporation by reference in the Registration Statement of the references
to us under the headings "Custodian, Transfer and Dividend Disbursing Agent and
Independent Accountants" and "Financial Highlights" in the Statement of
Additional Information and the Prospectus, respectively, constituting parts of
Post-Effective Amendment No. 8.

PRICE WATERHOUSE LLP
New York, NY
August 14, 1996

PRUDENTIAL INTERMEDIATE GLOBAL INCOME FUND, INC.
(the Fund)

PLAN PURSUANT TO RULE 18F-3

The Fund hereby adopts this plan pursuant to Rule 18f-3 under the
Investment Company Act of 1940 (the 1940 Act), setting forth the separate
arrangement and expense allocation of each class of shares. Any material
amendment to this plan is subject to prior approval of the Board of Directors,
including a majority of the independent Directors.

CLASS CHARACTERISTICS

CLASS A SHARES: Class A shares are subject to a high initial sales charge and a
distribution and/or service fee pursuant to Rule 12b-1 under the
1940 Act (Rule 12b-1 fee) not to exceed .30 of 1% per annum of
the average daily net assets of the class. The initial sales
charge is waived or reduced for certain eligible investors.

CLASS B SHARES: Class B shares are not subject to an initial sales charge but
are subject to a high contingent deferred sales charge
(declining by 1% each year) which will be imposed on certain
redemptions and a Rule 12b-1 fee of not to exceed [.75 of 1%/1%]
per annum of the average daily net assets of the class. The
contingent deferred sales charge is waived for certain eligible
investors. Class B shares automatically convert to Class A
shares approximately [seven] years after purchase.

CLASS C SHARES: Class C shares are not subject to an initial sales charge but
are subject to a low contingent deferred sales charge (declining
by 1% each year) which will be imposed on certain redemptions
and a Rule 12b-1 fee not to exceed 1% per annum of the average
daily net assets of the class.

CLASS Z SHARES: Class Z shares are not subject to either an initial or
contingent deferred sales charge nor are they subject to any
Rule 12b-1 fee.

<PAGE>

INCOME AND EXPENSE ALLOCATIONS

Income, any realized and unrealized capital gains and losses, and expenses not
allocated to a particular class, will be allocated to each class on the basis of
the net asset value of that class in relation to the net asset value of the
Fund.

DIVIDENDS AND DISTRIBUTIONS

Dividends and other distributions paid by the Fund to each class of shares, to
the extent paid, will be paid on the same day and at the same time, and will be
determined in the same manner and will be in the same amount, except that the
amount of the dividends and other distributions declared and paid by a
particular class may be different from that paid by another class because of
Rule 12b-1 fees and other expenses borne exclusively by that class.

EXCHANGE PRIVILEGE

Each class of shares is generally exchangeable for the same class of shares (or
the class of shares with similar characteristics), if any, of the other
Prudential Mutual Funds (subject to certain minimum investment requirements) at
relative net asset value without the imposition of any sales charge.

Class B and Class C shares (which are not subject to a contingent deferred sales
charge) of shareholders who qualify to purchase Class A shares at net asset
value will be automatically exchanged for Class A shares on a quarterly basis,
unless the shareholder elects otherwise.

CONVERSION FEATURES

Class B shares will automatically convert to Class A shares on a quarterly basis
approximately seven years after purchase. Conversions will be effected at
relative net asset value without the imposition of any additional sales charge.

<PAGE>

GENERAL

A. Each class of shares shall have exclusive voting rights on any matter
submitted to shareholders that relates solely to its arrangement and shall
have separate voting rights on any matter submitted to shareholders in which
the interests of one class differ from the interests of any other class.

B. On an ongoing basis, the Directors, pursuant to their fiduciary
responsibilities under the 1940 Act and otherwise, will monitor the Fund for
the existence of any material conflicts among the interests of its several
classes. The Directors, including a majority of the independent Directors,
shall take such action as is reasonably necessary to eliminate any such
conflicts that may develop. Prudential Mutual Fund Management, Inc., the
Fund's Manager, will be responsible for reporting any potential or existing
conflicts to the Directors.

C. For purposes of expressing an opinion on the financial statements of the
Fund, the methodology and procedures for calculating the net asset value and
dividends/distributions of the Fund's several classes and the proper
allocation of income and expenses among such classes will be examined
annually by the Fund's independent auditors who, in performing such
examination, shall consider the factors set forth in the relevant auditing
standards adopted, from time to time, by the American Institute of Certified
Public Accountants.

Dated: March 1, 1996

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