<PAGE>
PRUDENTIAL EUROPE GROWTH FUND, INC.
ONE SEAPORT PLAZA
NEW YORK, NEW YORK 10292
June 29, 1995
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Rule 24f-2 Notice for
Prudential Europe Growth Fund, Inc.
(File No. 33-53151)
-----------------------------------
Ladies and Gentlemen:
On behalf of Prudential Europe Growth Fund, Inc., the following is a
submission of a Notice and an opinion of counsel pursuant to the requirements
of Rule 24f-2 of the Investment Company Act of 1940. These documents are being
filed via the EDGAR System.
If you have any questions relating to the foregoing, please call the
undersigned at (212) 214-3118.
Yours truly,
/s/ Ellyn C. Acker
------------------
Ellyn C. Acker
Assistant Secretary
Enclosures
<PAGE>
PRUDENTIAL EUROPE GROWTH FUND, INC.
ONE SEAPORT PLAZA
NEW YORK, NEW YORK 10292
June 29, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Rule 24f-2 Notice for
Prudential Europe Growth Fund, Inc.
(File No. 33-53151)
Ladies and Gentlemen:
This Notice is filed on behalf of Prudential Europe Growth
Fund, Inc. pursuant to the requirements of Rule 24f-2 under the
Investment Company Act of 1940.
1. Fiscal year for which notice is filed: 4/30/95.
2. Number of shares registered under the Securities Act of
1933 other than pursuant to Rule 24f-2 but which
remained unsold as of the beginning of the fiscal year
ended 4/30/95: None.
3. The number of shares registered during the fiscal year
ended 4/30/95 other than pursuant to Rule 24f-2: None.
4. The number of shares sold during the fiscal year ended
4/30/95: 16,733,638.
5. The number of shares sold* during the fiscal year ended
4/30/95 in reliance upon Rule 24f-2: 16,733,638.
Pursuant to the requirements of Rule 24f-2, I have enclosed
the required opinion of counsel.
Very truly yours,
/s/ Ellyn C. Acker
------------------
Ellyn C. Acker
Assistant Secretary
<TABLE>
<CAPTION>
*Calculation of Fee No. of Shares Dollar Amount
- ------------------ ------------- -------------
<S> <C> <C>
Shares sold 16,733,638 $189,552,564
Shares redeemed 3,460,140 38,446,375
Net of sales for
calculation of fee 13,273,498 151,106,189
Fee at 1/29 of 1% $ 52,105.58
</TABLE>
<PAGE>
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 Third Avenue
New York, New York 10022
(212) 758-9500
June 29, 1995
Prudential Europe Growth Fund, Inc.
One Seaport Plaza - 25th Floor
New York, New York 10292
Dear Sirs:
Prudential Europe Growth Fund, Inc. (the "Fund"), a Maryland
corporation, is filing with the Securities and Exchange
Commission (the "Commission") a Rule 24f-2 Notice (the "Rule 24f-
2 Notice") containing the information contained in paragraph
(b)(1) of Rule 24f-2 under the Investment Company Act of 1940, as
amended (the "Rule"). In its Registration Statement on Form N-
1A, the Fund filed the declaration authorized by paragraph (a)(1)
of the Rule to the effect that an indefinite number of shares of
common stock of the Fund, par value $.001 per share (the
"Shares"), were being registered by such Registration Statement.
Such Registration Statement became effective on July 8, 1994.
The effect of the Rule 24f-2 Notice, when accompanied by the
filing fee, if any, payable as prescribed by paragraph (c) of the
Rule and by this opinion, will be to make definite in number the
number of Shares sold by the Fund during the fiscal year ended
April 30, 1995 in reliance upon the Rule (the "Rule 24f-2
Shares").
We have served as counsel to the Fund since its inception.
We have, as counsel, participated in various proceedings relating
to the Fund and to the Rule 24f-2 Shares. No facts have come to
our attention indicating that the Fund's charter has been
forfeited under Maryland law. We have examined copies, either
certified or otherwise proven to our satisfaction to be genuine,
of the Fund's Articles of Incorporation and By-laws, as currently
in effect, the minutes of meetings of its Board of Directors and
other documents relating to the organization and operation of the
Fund. We have also reviewed the form of the Rule 24f-2 Notice
being filed by the Fund. We are generally familiar with the
business affairs of the Fund.
The Fund has advised us that the Rule 24f-2 Shares were sold
in the manner contemplated by the prospectus of the Fund current
at the time of each sale, and that the
Rule 24f-2 Shares were sold in number within the limits
prescribed by the Fund's Articles of Incorporation for
consideration not less than the net asset value thereof as
required by the Investment Company Act of 1940, as amended.
<PAGE>
Based upon the foregoing, it is our opinion that:
1. The Fund has been duly organized and is legally
existing under the laws of the State of Maryland.
2. The Fund is authorized by its Articles of
Incorporation to issue two billion (2,000,000,000)
Shares. Under Maryland law (i) the Board of
Directors of the Fund may increase or decrease the
number of Shares that the Fund has authority to
issue, and (ii) Shares which were issued and which
have subsequently been redeemed by the Fund are,
by virtue of such redemption, restored to the
status of authorized and unissued Shares.
3. The Rule 24f-2 Shares were legally issued and are
fully paid and non-assessable.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission together with the Rule 24f-2
Notice of the Fund, and to the filing of this opinion under the
securities laws of any state.
We are members of the Bar of the State of New York and do
not hold ourselves out as being conversant with the laws of any
jurisdiction other than those of the United States of America and
the State of New York. We note that we are not licensed to
practice law in the State of Maryland, and to the extent that any
opinion herein involves the law of Maryland, such opinion should
be understood to be based solely upon our review of the documents
referred to above, the published statutes of the State of
Maryland and, where applicable, published cases, rules or
regulations of regulatory bodies of that State.
Very truly yours,
/s/ Shereff, Friedman, Hoffman & Goodman, LLP
Shereff, Friedman, Hoffman & Goodman, LLP
SFH&G:MKN:LAR:LEB:yg
