PRUDENTIAL EUROPE GROWTH FUND INC, 485APOS, 1996-03-07

PRUDENTIAL EUROPE GROWTH FUND INC
485APOS, 1996-03-07

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As filed with the Securities and Exchange Commission

on March 7, 1996

Registration Nos. 33-53151
811-7167

===========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]

Pre-Effective Amendment No. [ ]

Post-Effective Amendment No. 3 [X]

and/or

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 [ ]

Amendment No. 5 [X]

(Check appropriate box or boxes)

PRUDENTIAL EUROPE GROWTH 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)

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)
[ ] on (date) pursuant to paragraph (b)
[x] 60 days after filing pursuant to paragraph (a)
[ ] on (date) pursuant to paragraph (a)
[ ] 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

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant
has previously registered an indefinite number of its shares of common stock,
par value $.001 per share. The Registrant filed a Notice under such Rule
for its fiscal year ended April 30, 1995 on or about June 29, 1995.

CROSS REFERENCE SHEET
(as required by Rule 495)
<TABLE>
<CAPTION>
N-1A Item No. Location

Part A
<S> <C>
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 Hightlights; 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
Item 9. Pending Legal Proceedings. . . . . . . . . . . . . Not Applicable

<CAPTION>
Part B
<S> <C>
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
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>

PRUDENTIAL EUROPE GROWTH FUND, INC.

(Class Z Shares)

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

PROSPECTUS DATED APRIL 15, 1996

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

Prudential Europe Growth Fund, Inc. (the Fund) is an open-end, diversified
management investment company whose investment objective is long-term growth of
capital. The Fund seeks to achieve this objective by investing primarily in
equity securities (common stock, securities convertible into common stock and
preferred stock) of companies domiciled in Europe. Under normal circumstances,
the Fund intends to invest at least 65% of its total assets in such securities.
The Fund may also invest in equity securities of other companies and in
non-convertible debt securities and may engage in various derivative
transactions such as options on stocks, stock indices, foreign currencies,
futures contracts on foreign currencies and foreign currency exchange contracts
and the purchase and sale of futures contracts on foreign currencies and groups
of currencies and on financial or stock indices to hedge its portfolio and to
attempt to enhance returns. There can be no assurance that the Fund's investment
objective will be achieved. 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.

The Fund is not intended to constitute a complete investment program. Because of
its investment objective and policies, including its European orientation, the
Fund is subject to greater investment risks than certain other mutual funds. See
'How the Fund Invests -- Risk Factors and Special Considerations of Investing in
Foreign Securities.'

- -------------------------------------------------------------------------------
Class Z shares are offered exclusively for sale to the PSI Cash Balance Pension
Plan, an employee benefit plan sponsored by Prudential Securities Incorporated
(the PSI Pension Plan or the Plan). 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 June 30, 1995 (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 June 30, 1995, 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
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<PAGE>
- --------------------------------------------------------------------------------
FUND EXPENSES

<TABLE>
<CAPTION>
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
proceeds,
whichever is lower)....................... None

Redemption Fees............................. None

Exchange Fee................................ None

CLASS Z
SHARES
--------------
<S> <C>

ANNUAL FUND OPERATING EXPENSES*
(as a percentage of average net assets)

Management Fees............................. .75%

12b-1 Fees.................................. None

Other Expenses.............................. .84
-----

Total Fund Operating Expenses............... 1.59%
-----
-----
</TABLE>

<TABLE>
<CAPTION>
EXAMPLE 1 YEAR 3 YEARS

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

<S> <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:

Class Z .................................... $16 $ 50
</TABLE>

The above example is based on expenses expected to have been incurred if
Class Z shares had been in existence during the entire fiscal year ended
April 30, 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' in the
Retail Class Prospectus. 'Other Expenses' includes operating expenses of
the Fund, such as Directors' and professional fees, registration fees,
reports to shareholders, transfer agency and custodian fees and franchise
taxes.

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

*Estimated based on expenses expected to have been incurred if Class Z
shares had been in existence during the entire fiscal year ended April
30, 1995.

<PAGE>

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

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 '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 the
Class A, Class B or Class C shares because 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--TAXATION OF SHAREHOLDERS' IN THE RETAIL CLASS PROSPECTUS:

As a qualified plan, the PSI Pension Plan generally pays no federal
income tax. Individual participants in the Plan should consult the Plan
documents and their own tax advisers for information on the tax
consequences associated with participating in the PSI Pension Plan.

The per share dividends on Class Z shares will generally be higher than
the per share dividends on Classes A, Class B or Class C shares because
Class Z shares are not subject to any distribution or service fee.

THE FOLLOWING INFORMATION REPLACES 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 offered exclusively for sale to the PSI
Pension Plan. Such shares may be purchased or redeemed only by the Plan on
behalf of individual plan participants at NAV without any sales or
redemption charge. Class Z shares are not subject to any minimum investment
requirements. The PSI Pension Plan purchases and redeems shares pursuant to
the investment choices of the PSI Pension Committee. All purchases through
the Plan will be for Class Z shares.

The average net asset value per share at which shares of the Fund are
purchased or redeemed by the Plan might be more or less than the net asset
value per share prevailing at the time it made its investment choice.

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

The PSI Pension Plan may only exchange its Class Z shares for Class Z
shares of those Prudential Mutual Funds which permit investment by the

Plan.

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

<PAGE>

PRUDENTIAL EUROPE GROWTH FUND, INC.
Supplement dated April 15, 1996 to
Prospectus dated June 30, 1995

THE FOLLOWING INFORMATION SUPPLEMENTS 'FINANCIAL HIGHLIGHTS' IN THE PROSPECTUS:

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

FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD INDICATED) (CLASS A, CLASS B AND
CLASS C SHARES)

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 the notes thereto, which appear in the Statement of Additional
Information. The financial highlights contain selected data for a Class A, Class
B and Class C share of common stock, respectively, outstanding, total return,
ratios to average net assets and other supplemental data for the period
indicated. The information has been determined based on data contained in the
financial statements. No Class Z shares were outstanding during the indicated
period.

<TABLE>
<CAPTION>
SIX MONTHS ENDED OCTOBER 31, 1995
--------------------------------
PER SHARE OPERATING PERFORMANCE:(c) CLASS A CLASS B CLASS C
------- -------- -------
<S> <C> <C> <C>
Net asset value, beginning of period.... $ 11.77 $ 11.69 $ 11.69
------- -------- -------
INCOME FROM INVESTMENT OPERATIONS
Net investment income................... .05 -- .01
Net realized and unrealized gain (loss)
on investments........................ 1.27 1.26 1.25
------- -------- -------
Total from investment
operations.................... 1.32 1.26 1.26
------- -------- -------
Net asset value, end of period.......... $ 13.09 $ 12.95 $ 12.95
------- -------- -------
------- -------- -------
TOTAL RETURN(b)......................... 11.22% 10.78% 10.78%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)......... $48,836 $129,430 $ 8,093
Average net assets (000)................ $46,260 $120,614 $ 7,876
Ratios to average net assets:(a)
Expenses, including distribution
fees............................... 1.67% 2.44% 2.41%

Expenses, excluding distribution
fees............................... 1.42% 1.44% 1.41%
Net investment income................. .81% (.01)% (.07)%
Portfolio turnover rate................. 19% 19% 19%

</TABLE>

- ------------------
(a) Annualized.
(b) Total return does not consider the effects of sales loads. Total return
is calculated assuming a purchase of shares on the first day and a sale
on the last day of each period reported and includes reinvestment of
dividends and distributions. Total returns for periods of less than a
full year are not annualized.
(c) Based on average shares outstanding, by class.

<PAGE>

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

The Fund is authorized to offer 2 billion shares of common stock, $.001 par
value per share, divided into four classes of shares, designated Class A, Class
B, Class C and Class Z shares, each consisting of 500 million authorized 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 distribution and/or service fee), (ii) each class
has exclusive voting rights on any matter submitted to shareholders that relates
solely to its arrangement 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 not subject
to any sales or redemption charge and are offered exclusively for sale to the
PSI Cash Balance Pension Plan. 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 Board of Directors may authorize the creation of additional
series and classes within such series, with such preferences, privileges,
limitations and voting and dividend rights as the Directors may determine.
Currently, the Fund is offering four classes, designated Class A, Class B, Class
C and Class Z shares.
MF160A-1

2
<PAGE>

PRUDENTIAL EUROPE GROWTH FUND, INC.
Supplement dated April 15, 1996 to

Statement of Additional Information dated June 30, 1995

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

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 not subject to any sales or redemption
charge and are offered exclusively for sale to the PSI Cash Balance Pension
Plan, a defined contribution plan sponsored by Prudential Securities (the
PSI Pension Plan). See 'Shareholder Guide--How to Buy Shares of the Fund'
in the Prospectus.

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 or redemption charge or
to any distribution and/or service fee), (ii) each class has exclusive
voting rights with respect to any matter submitted to shareholders that
relates solely to its arrangement 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 the PSI Pension
Plan. See 'Distributor' and 'Shareholder Investment Account--Exchange
Privilege.'

SPECIMEN PRICE MAKE-UP

Under the current distribution arrangement 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 October 31, 1995, the maximum offering price of the Fund's
shares is as follows:

<TABLE>
<S> <C>
CLASS A
Net asset value and redemption price per Class A
share........................................ $11.77
Maximum sales charge (4% of offering price)..... .62
------
Offering price to public........................ 12.39
------
------
CLASS B
Net asset value, offering price and redemption
price per Class B share*..................... $11.69
------
------
CLASS C
Net asset value, offering price and redemption
price per Class C share*..................... $11.69
------
------
CLASS Z
Net asset value, offering price and redemption
price per Class Z share**.................... $11.77
------
------
</TABLE>

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

* 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 were not offered prior to April 15, 1996.

<PAGE>

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 the
funds listed below which participate in the PSI Pension Plan. No fee or
sales load will be imposed upon the exchange.

Prudential Equity Income Fund

Prudential Pacific Growth Fund, Inc.

THE FOLLOWING INFORMATION SUPPLEMENTS 'PERFORMANCE INFORMATION' IN THE STATEMENT
OF ADDITIONAL INFORMATION:

AVERAGE ANNUAL TOTAL RETURN. The Fund may from time to time advertise
its average annual total return. Average annual total return is determined
separately for Class A, Class B, Class C and Class Z shares. See 'How the
Fund Calculates Performance' in the Prospectus.

The average annual total return for Class A shares for the one year
and since inception (July 13, 1994) periods ended October 31, 1995 was
12.5%, and 8.9%, respectively. The average annual total return for the
Class B shares of the Fund for the one year and since inception (July 13,
1994) periods ended on October 31, 1995 was 12.3% and 9.4%, respectively.
The average annual total return for Class C shares for the one year and
since inception (July 13, 1994) periods ended October 31, 1995 was 16.3%
and 12.6%, respectively. During these periods, no Class Z shares were
outstanding.

AGGREGATE TOTAL RETURN. The Fund may also advertise its aggregate
total return. Aggregate total return is determined separately for Class A,
Class B, Class C and Class Z shares. See 'How the Fund Calculates
Performance' in the Prospectus.

The aggregate total return for Class A shares for the one year and
since inception (July 13, 1994) periods ended October 31, 1995 was 12.6%
and 14.8%, respectively. The aggregate total return with respect to the

Class B shares of the Fund for the one year and since inception (July 13,
1994) periods ended on October 31, 1995 was 11.6%, and 13.6%, respectively.
The aggregate total return for Class C shares for the one year and since
inception (July 13, 1994) periods ended October 31, 1995 was 11.6% and
13.6%, respectively. During these periods, no Class Z shares were
outstanding.

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

As of February 9, 1996, the directors and officers of the Fund, as a
group, owned less than 1% of the outstanding common stock of the Fund.

As of February 9, 1996 The Prudential Insurance Company of America,
Attn: Ms. Dawne Erwin, P.O. Box 1084, Newark, NJ 07101-1084, owned 1,142,300
Class A shares (approximately 32% of the outstanding Class A shares).

As of February 9, 1996, Prudential Securities was the record holder for
other beneficial owners of 1,709,204 Class A shares (or approximately 48% of
the outstanding Class A shares), 7,764,006 Class B shares (or approximately
81% of the outstanding Class B shares) and 521,246 Class C shares (or
approximately 89% 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.

The following financial statements are unaudited and are based upon
the results of operations for the interim period ended October 31, 1995.
Included therein are all adjustments, if any, which are, in the opinion of
management, necessary to a fair statement of the results for the interim
period presented.

<PAGE>
Portfolio of Investments as of
October 31, 1995 (Unaudited) PRUDENTIAL EUROPE GROWTH FUND, INC.
- ---------------------------------------------------------------------
Shares Description Value (Note 1)
- ------------------------------------------------------------
LONG-TERM INVESTMENTS--91.0%
COMMON STOCKS--88.7%
- ------------------------------------------------------------
Belgium--3.7%
32,800 Barco Industries N.V. (Electronics) $ 3,691,409
4,375 Bekaert S.A., N.V. (Industrial
components) 3,217,054
-------------
6,908,463
- ------------------------------------------------------------
Denmark--1.3%
35,800 Danske Traelastkomp (Retailing) 2,554,688
- ------------------------------------------------------------
Federal Republic Of Germany--5.2%
25,100 SAP AG (Electronics) 3,976,802
34,000 Hornbach AG (Retailing) 1,713,576
6,620 Linde AG (Machinery & engineering) 4,064,809
-------------
9,755,187
- ------------------------------------------------------------
Finland--3.1%
100,400 Nokia Corp.* (Television &
electronics) 5,744,057
- ------------------------------------------------------------
France--16.6%
5,400 Carrefour* (Retailing) 3,177,056
30,900 Imetal S.A. (Miscellaneous materials
& commodities) 3,646,092
60,750 La Farge Coppee (Building materials
& components) 4,033,407
19,000 Legrand S.A. (Electronics) 3,183,857
26,400 Rexel S.A. (Electronics) 4,272,457
27,851 Sidel S.A. (Machinery & engineering) 9,687,801
66,200 Valeo S.A. (Automotive) 2,995,715
-------------
30,996,385
- ------------------------------------------------------------
Italy--3.3%
244,000 Bulgari* (Retailing) $ 2,123,828
2,378,300 Telecom Italia Mobile*
(Telecommunications) 3,998,253
-------------
6,122,081
- ------------------------------------------------------------

Netherlands--4.6%
41,600 Hagemeyer (Wholesaling) 2,070,320
15,550 Heineken NV (Food & beverages) 2,756,830
82,000 Randstad Holdings (Business
Services) 3,696,711
-------------
8,523,861
- ------------------------------------------------------------
Spain--7.6%
24,676 Acerinox S.A. (Regd) (Metals-steel) 2,598,668
20,700 Banco Popular Esp. (Regd) (Banking) 3,289,434
274,800 Centros Commerciales (Pryca)
(Retailing) 5,855,487
183,100 Dragados y Construcciones
(Construction & housing) 2,400,940
-------------
14,144,529
- ------------------------------------------------------------
Sweden--8.9%
152,500 Allgon AB Free (Telecommunications) 2,311,062
162,900 Astra B Free (Health & personal
care) 5,895,329
36,100 Autoliv AB Free (Automotive) 2,073,996
43,600 Hennes & Mauritz B Free (Retailing) 2,853,330
67,600 Missouri Och Domsjo AB* (Forest
products & paper) 3,445,396
-------------
16,579,113
- --------------------------------------------------------------------------------
See Notes to Financial Statements. 3

<PAGE>
Portfolio of Investments as of
October 31, 1995 (Unaudited) PRUDENTIAL EUROPE GROWTH FUND, INC.
- ---------------------------------------------------------------------
Shares Description Value (Note 1)
- ------------------------------------------------------------
United Kingdom--30.9%
257,400 Barclays Bank (Banking) $ 3,022,555
72,400 Britannic Assurance (Insurance) 808,375
197,700 British Land Co. (Real estate) 1,134,965
31,800 British Land PLC, Res.* (Real
estate) 182,559
192,200 British Petroleum (Energy sources) 1,413,434
469,100 BTR (Multi-industry) 2,492,723
817,700 Bunzl (Paper, Packaging & Printing) 2,612,249
177,100 Commercial Union PLC (Insurance) 1,716,913
577,500 Compass Group (Leisure & tourism) 3,927,261
511,700 Electrocomponents PLC (Electronics) 2,621,982
213,900 EMAP Publishing PLC (Graphics &
publishing) 1,762,454
490,400 Filtronic Comtek PLC* (Electronics) 3,683,947
437,400 Grand Metropolitan (Food &
beverages) 3,029,857
271,800 Guest Keen & Nettlefolds
(Automotive) 3,468,904
246,000 Legal & General Group (Insurance) 2,659,150
489,500 London Clubs International (Leisure
& tourism) 3,181,733
201,700 Matthew Clark PLC (Food & beverages) 2,031,957
240,600 Pearson* (Broadcasting & publishing) 2,391,499
358,000 Siebe PLC (Machinery & engineering) 4,260,483
146,700 Smith Holdings (Forest products &
paper) 1,336,355
268,600 SmithKline Beecham (Pharmaceuticals
& cosmetics) 2,805,744
132,000 Unilever (Food & household products) 2,565,636
1,078,900 Vodafone Group PLC
(Telecommunications) 4,461,924
-------------
57,572,659
- ------------------------------------------------------------
United States--3.5%
127,300 Gucci Group* NV (Retailing) $ 3,819,000
59,000 SGS Thompson Microelectronics NV*
(Television & electronics) 2,669,750
-------------
6,488,750
-------------
Total common stocks
(cost US$136,540,012) 165,389,773
-------------

PREFERRED STOCKS--2.3%
- ------------------------------------------------------------
Federal Republic Of Germany--2.3%
1,600 Hornbach AG (Retailing) 1,607,098
14,500 Jungheinrich AG (Machinery &
engineering) 2,665,839
-------------
Total preferred stocks
(cost US$5,077,240) 4,272,937
-------------
Total long-term investments
(cost US$141,617,252) 169,662,710
-------------
Principal
Amount
(000)
SHORT-TERM INVESTMENTS--2.6%
- ------------------------------------------------------------
U.S. Government Securities--2.6%
$4,835 Federal Home Loan Mortgage
Corporation,
Zero Coupon, 11/1/95
(cost US$4,834,214) 4,834,214
-------------
- ------------------------------------------------------------
Total Investments--93.6%
(cost US$146,451,466; Note 4) 174,496,924
Other assets in excess of
liabilities--6.4% 11,862,446
-------------
Net Assets--100% $ 186,359,370
-------------
-------------
- ---------------
*Non-income producing security.
- --------------------------------------------------------------------------------
4 See Notes to Financial Statements.

<PAGE>
Statement of Assets and Liabilities
(Unaudited) PRUDENTIAL EUROPE GROWTH FUND, INC.
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
Assets October 31, 1995
Investments, at value (cost $146,451,466).................................................................... $174,496,924
Foreign currency, at value (cost $11,377,530)................................................................ 11,713,654
Receivable for investments sold.............................................................................. 7,380,000
Receivable for foreign currency.............................................................................. 2,048,595
Dividends and interest receivable............................................................................ 462,605
Receivable for Fund shares sold.............................................................................. 147,632
Deferred expenses............................................................................................ 174,864
------------
Total assets.............................................................................................. 196,424,274
------------
Liabilities
Payable for investments purchased............................................................................ 5,977,276
Bank overdraft............................................................................................... 2,543,478
Payable for foreign currency................................................................................. 999,725
Payable for Fund shares reacquired........................................................................... 202,882
Due to Distributors.......................................................................................... 126,218
Due to Manager............................................................................................... 118,389
Accrued expenses............................................................................................. 96,936
------------
Total liabilities......................................................................................... 10,064,904
------------
Net Assets................................................................................................... $186,359,370
------------
------------
Net assets were comprised of:
Common stock, at par...................................................................................... $ 14,351
Paid-in capital in excess of par.......................................................................... 164,275,962
------------
164,290,313
Undistributed net investment income....................................................................... 100,981
Accumulated net realized loss on investment and foreign currency transactions............................. (6,413,614)
Net unrealized appreciation on investments and foreign currencies......................................... 28,381,690
------------
Net assets, October 31, 1995.............................................................................. $186,359,370
------------
------------

Class A:
Net asset value and redemption price per share
($48,836,155 / 3,730,620 shares of common stock issued and outstanding)................................ $13.09
Maximum sales charge (5.00% of offering price)............................................................ .69
------
Maximum offering price to public.......................................................................... $13.78
------
------
Class B:
Net asset value, offering price and redemption price per share
($129,429,897 / 9,995,668 shares of common stock issued and outstanding)............................... $12.95
------
------
Class C:
Net asset value, offering price and redemption price per share
($8,093,318 / 624,902 shares of common stock issued and outstanding)................................... $12.95
------
------
</TABLE>

- --------------------------------------------------------------------------------
See Notes to Financial Statements. 5
<PAGE>
PRUDENTIAL EUROPE GROWTH FUND, INC.
Statement of Operations (Unaudited)
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Six Months
Ended
October 31,
Net Investment Income 1995
-----------
<S> <C>
Income
Dividends (net of foreign withholding taxes
of $241,767)............................. $ 1,993,822
Interest.................................... 153,415
-----------
Total income............................. 2,147,237
-----------
Expenses
Distribution fee--Class A................... 58,141
Distribution fee--Class B................... 606,363
Distribution fee--Class C................... 39,597
Management fee.............................. 660,620
Transfer agent's fees and expenses.......... 237,000
Custodian's fees and expenses............... 180,000
Registration fees........................... 60,000
Reports to shareholders..................... 30,000
Amortization of organization expense........ 25,000
Directors' fees and expenses................ 21,600
Audit fee and expenses...................... 10,000
Legal fees and expenses..................... 7,500

Miscellaneous............................... 27,894
-----------
Total operating expenses................. 1,963,715
-----------
Net investment income.......................... 183,522
-----------

Realized and Unrealized Gain (Loss)
on Investments and Foreign Currency
Transactions
Net realized loss on:
Investment transactions..................... (1,898,496)
Foreign currency transactions............... (82,541)
-----------
(1,981,037)
-----------
Net change in unrealized
appreciation/depreciation on:
Investments................................. 18,698,354
Foreign currencies.......................... 310,669
-----------
19,009,023
-----------
Net gain on investments and foreign
currencies.................................. 17,027,986
-----------
Net Increase in Net Assets
Resulting from Operations...................... $17,211,508
-----------
-----------
</TABLE>

PRUDENTIAL EUROPE GROWTH FUND, INC.
Statement of Changes in Net Assets (Unaudited)
- ------------------------------------------------------------
<TABLE>
<CAPTION>
Six Months July 13, 1994D
Ended Through
Increase (Decrease) October 31, April 30,
in Net Assets 1995 1995
------------ ------------------
<S> <C> <C>
Operations
Net investment gain (loss).... $ 183,522 $ (507,198)
Net realized loss on
investment and foreign
currency transactions...... (1,981,037) (4,674,403)
Net change in unrealized
appreciation/depreciation
of investments and foreign
currencies................. 19,009,023 9,372,667
------------ ------------
Net increase in net assets
resulting from
operations................. 17,211,508 4,191,066
------------ ------------

Fund share transactions (net of
share conversions) (Note 5)
Net proceeds from shares
sold....................... 93,319,680 189,831,561
Cost of shares reacquired..... (79,476,324) (38,818,121)
------------ ------------
Net increase in net assets
from Fund share
transactions............... 13,843,356 151,013,440
------------ ------------
Total increase................... 31,054,864 155,204,506
Net Assets
Beginning of period.............. 155,304,506 100,000
------------ ------------
End of period.................... $186,359,370 $155,304,506
------------ ------------
------------ ------------
</TABLE>
- ---------------
DCommencement of investment operations.

- --------------------------------------------------------------------------------
6 See Notes to Financial Statements.
<PAGE>
Notes to Financial Statements (Unaudited) PRUDENTIAL EUROPE GROWTH FUND, INC.
- --------------------------------------------------------------------------------
Prudential Europe Growth Fund, Inc. (the ``Fund''), which was incorporated in
Maryland on March 18, 1994, is an open-end, diversified management investment
company. The Fund had no operations other than the issuance of 2,924 shares each
of Class A, Class B and Class C common stock for $100,000 on June 15, 1994 to
Prudential Mutual Fund Management, Inc. (``PMF''). The Fund commenced investment
operations on July 13, 1994. The investment objective of the Fund is to seek
long-term capital growth by investing primarily in equity securities of
companies domiciled in Europe.
- ------------------------------------------------------------
Note 1. Accounting Policies

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

Securities Valuation: Securities traded on an exchange (whether domestic or
foreign) are valued at the last reported sales price on the primary exchange on
which they are traded. Securities traded in the over-the-counter market
(including securities listed on exchanges for which a last sales price is not
available) are valued at the average of the last reported bid and asked prices.
Securities for which market quotations are not readily available are valued at
fair value as determined in good faith by or under the direction of the Board of
Directors of the Fund.

Short-term securities which mature in more than 60 days are valued based upon
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
closing daily rate of exchange as reported by a major bank;

(ii) purchases and sales of investment securities, income and expenses--at the
rate 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 fiscal year, 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 securities held at fiscal year 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 portfolio securities sold
during the fiscal period. Accordingly, realized foreign currency gains (losses)
are included in the reported net realized gains on investment transactions.

Net realized losses on foreign currency transactions of $82,541 represents net
foreign exchange gains or losses from holding of foreign currencies, currency
gains or losses realized between the trade and settlement dates on security
transactions, and the difference between the amounts of dividends 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 and liabilities (other than investments) at year end
exchange rates are reflected as a component of net unrealized appreciation on
investments and foreign currencies.

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

Securities Transactions and Investment Income: Securities transactions are
recorded on the trade date. Realized gains and losses from investment and
currency transactions are calculated on the identified cost basis. Dividend
income is recorded on the ex-dividend date, and interest income is recorded on
an accrual basis.

Net investment income (other than distribution fees) and unrealized and realized
gains or losses are allocated daily to each class of shares of the Fund based
upon the relative proportion of net assets of each class at the beginning of the
day.
- --------------------------------------------------------------------------------
7
<PAGE>
Notes to Financial Statements (Unaudited) PRUDENTIAL EUROPE GROWTH FUND, INC.
- --------------------------------------------------------------------------------
Equalization: The Fund follows the accounting practice known as equalization by
which a portion of the proceeds from sales and costs of reacquisitions of Fund
shares, equivalent on a per share basis to the amount of distributable net
investment income on the date of the transaction, is credited or charged to
undistributed net investment income. As a result, undistributed net investment
income per share is unaffected by sales or reacquisitions of the Fund's shares.

Reclassification of Capital Accounts: The Fund accounts and reports for
distributions to shareholders in accordance with the A.I.C.P.A.'s 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 caused by applying this statement was to decrease
accumulated net investment income by $82,541, and decrease accumulated net
realized loss on investments and foreign currency transactions by $82,541 for
the six months ended October 31, 1995.

Dividends and Distributions: The Fund expects to pay dividends of net investment
income and distributions of net realized capital and currency gains, if any,
annually. 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.

Federal Income Taxes: It is the Fund's policy to continue to meet the
requirements of the Internal Revenue Code applicable to regulated investment
companies and to distribute all of its taxable income to shareholders.
Therefore, no federal income tax provision is required.

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

Deferred Organization Expenses: Approximately $250,000 of expenses were incurred
in connection with the organization of the Fund. These costs have been deferred
and are being amortized ratably over a period of sixty months from the date the
Fund commenced investment operations.

Note 2. Agreements

The Fund has a management agreement with 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 1% of the average daily net assets of the Fund.

The Fund has distribution agreements with Prudential Mutual Fund Distributors,
Inc. (``PMFD''), which acts as the distributor of the Class A shares of the
Fund, and with Prudential Securities Incorporated (``PSI''), which acts as
distributor of the Class B and Class C shares of the Fund (collectively the
``Distributors''). The Fund compensates the Distributors 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 Class C Plans, the Fund compensates the
Distributors for distribution-related activities at an annual rate of up to .30
of 1%, 1% and 1% of the average daily net assets of Class A, B and C shares,
respectively. Such expenses under the Plans were .25 of 1%, 1% and 1% of the
average daily net assets of the Class A, B and C shares, respectively, for the
period ended October 31, 1995.

PMFD has advised the Fund that it has received approximately $61,200 in
front-end sales charges resulting from sales of Class A shares during the six
months ended October 31, 1995. From these fees, PMFD paid such sales charges to
PSI and Pruco Securities Corporation, affiliated broker-dealers, which in turn
paid commissions to salespersons and incurred other distribution costs.

PSI has advised the Fund that for the six months ended October 31, 1995, it
received approximately $209,100 and $4,100 in contingent deferred sales charges
imposed upon certain redemptions by Class B and Class C shareholders,
respectively.

PMFD is a wholly-owned subsidiary of PMF; PSI, PMF and PIC are (indirect)
wholly-owned subsidiaries of The Prudential Insurance Company of America
(``Prudential'').
- --------------------------------------------------------------------------------
8

<PAGE>
Notes to Financial Statements (Unaudited) PRUDENTIAL EUROPE GROWTH FUND, INC.
- --------------------------------------------------------------------------------
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. During the period ended October 31,
1995, the Fund incurred fees of approximately $117,400 for the services of PMFS.
As of October 31, 1995, approximately $20,600 of such fees 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,
for the period ended October 31, 1995 were $34,517,227 and $30,213,006,
respectively.

The United States federal income tax basis of the Fund's investments is
substantially the same as for financial reporting purposes and, accordingly, as
of October 31, 1995 net unrealized appreciation for federal income tax purposes
was $28,381,690 (gross unrealized appreciation--$31,883,386; gross unrealized
depreciation--$3,501,696). For federal income tax purposes, the Fund had a
capital loss carryforward as of April 30, 1995 of approximately $426,600 all of
which expires in 2003. Accordingly, no capital gains distribution is expected to
be paid to shareholders until net gains have been realized in excess of such
carryforward.

The Fund will elect to treat net capital losses of approximately $4,088,500
incurred in the six month period ended April 30, 1995 as having been incurred in
the current fiscal year.

- ------------------------------------------------------------
Note 5. 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 5.00%. Class B shares are sold with a
contingent deferred sales charge which declines from 5% to zero depending on the
period of time the shares are held. 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 seven
years after purchase. A special exchange priviledge is also available for
shareholders who qualified to purchase Class A shares at net asset value. All
classes of shares have equal rights as to earnings, assets and voting privileges
except that each class bears different distribution expenses and has exclusive
voting rights with respect to its distribution plan. There are 2 billion shares
of $.001 par value common stock authorized and divided into three classes,
designated Class A, Class B and Class C. Of the authorized shares, 1 billion
shares consist of Class A common stock and 500 million shares consist of, each,
Class B and Class C common stock.

Transactions in shares of common stock were as follows:
<TABLE>
<CAPTION>
Class A Shares Amount
- ------------------------------------ ---------- ------------
<S> <C> <C>
Six months ended October 31, 1995:
Shares sold......................... 4,663,341 $ 59,529,487
Shares reacquired................... (4,563,772) (58,366,315)
---------- ------------
Net increase in shares outstanding
before conversion................. 99,569 1,163,172
Shares issued upon conversion from
Class B & C....................... 65,634 831,154
---------- ------------
Net increase in shares
outstanding....................... 165,203 $ 1,994,326
---------- ------------
---------- ------------
July 13, 1994D through
April 30, 1995:
Shares sold......................... 4,562,903 $ 51,186,584
Shares reacquired................... (1,479,247) (16,487,105)
---------- ------------
Net increase in shares
outstanding before conversion..... 3,083,656 34,699,479
Shares issued upon conversion
from Class B...................... 481,761 5,270,536
---------- ------------
Net increase in shares
outstanding....................... 3,565,417 $ 39,970,015
---------- ------------
---------- ------------
Class B
- ------------------------------------
Six months ended October 31, 1995:
Shares sold......................... 2,457,799 $ 31,352,562
Shares reacquired................... (1,475,650) (18,771,604)
---------- ------------
Net increase in shares outstanding
before conversion................. 982,149 12,580,958
Shares reaquired upon conversion
into Class A...................... (63,320) (793,833)
---------- ------------
Net increase in shares
outstanding....................... 918,829 $ 11,787,125
---------- ------------
---------- ------------

July 13, 1994D through
April 30, 1995:
Shares sold......................... 11,500,827 $130,710,033
Shares reacquired................... (1,939,571) (21,509,277)
---------- ------------
Net increase in shares
outstanding before conversion..... 9,561,256 109,200,756
Shares reacquired upon conversion
into Class A...................... (484,417) (5,270,536)
---------- ------------
Net increase in shares
outstanding....................... 9,076,839 $103,930,220
---------- ------------
---------- ------------
</TABLE>

- --------------------------------------------------------------------------------
9
<PAGE>
Notes to Financial Statements (Unaudited) PRUDENTIAL EUROPE GROWTH FUND, INC.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Class C Shares Amount
- ------------------------------------ ---------- ------------
<S> <C> <C>
Six months ended October 31, 1995:
Shares sold......................... 186,910 $ 2,437,631
Shares reacquired................... (180,410) (2,338,405)
---------- ------------
Net increase in shares outstanding
before conversion................. 6,500 99,226
Shares reaquired upon conversion
into Class A...................... (2,832) (37,321)
---------- ------------
Net increase in shares
outstanding....................... 3,668 $ 61,905
---------- ------------
---------- ------------
July 13, 1994D through
April 30, 1995:
Shares sold......................... 694,581 $ 7,934,944
Shares reacquired................... (73,347) (821,739)
---------- ------------
Net increase in shares
outstanding....................... 621,234 $ 7,113,205
---------- ------------
---------- ------------
</TABLE>
- ---------------
DCommencement of investment operations.
- --------------------------------------------------------------------------------
10

<PAGE>
Financial Highlights (Unaudited) PRUDENTIAL EUROPE GROWTH FUND, INC.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Class A Class B Class C
--------------------------- ------------------------ -----------
July 13, July 13,
Six Months 1994(b) Six Months 1994(b) Six Months
Ended through Ended through Ended
October 31, April 30, October 31, April October 31,
1995 1995 1995 30, 1995 1995
<S> <C> <C> <C> <C> <C>
----------- ----------- ----------- -------- -----------
PER SHARE OPERATING PERFORMANCE(c):
Net asset value, beginning of period.......... $ 11.77 $ 11.40 $ 11.69 $ 11.40 $ 11.69
----------- ----------- ----------- -------- -----------
Income from investment operations
Net investment gain (loss).................... .05 .01 -- (.06) .01
Net realized and unrealized gain on investment
and foreign currency transactions 1.27 .36 1.26 .35 1.25
----------- ----------- ----------- -------- -----------
Total from investment operations........... 1.32 .37 1.26 .29 1.26
----------- ----------- ----------- -------- -----------
Net asset value, end of period................ $ 13.09 $ 11.77 $ 12.95 $ 11.69 $ 12.95
----------- ----------- ----------- -------- -----------
----------- ----------- ----------- -------- -----------
TOTAL RETURN(d):.............................. 11.22% 3.25% 10.78% 2.54% 10.78%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)............... $ 48,836 $ 41,963 $ 129,430 $106,081 $ 8,093
Average net assets (000)...................... $ 46,260 $ 29,598 $ 120,614 $ 85,623 $ 7,876
Ratios to average net assets(a):
Expenses, including distribution fees...... 1.67% 1.84% 2.44% 2.59% 2.41%
Expenses, excluding distribution fees...... 1.42% 1.59% 1.44% 1.59% 1.41%
Net investment income (loss)............... .81% .06% (.01)% (.71)% (.07)%
Portfolio turnover rate....................... 19% 25% 19% 25% 19%

<CAPTION>
Class C
-----------
July 13,
1994(b)
through
April 30,
1995
-----------
<S> <C>
PER SHARE OPERATING PERFORMANCE(c):
Net asset value, beginning of period.......... $ 11.40
-----------
Income from investment operations
Net investment gain (loss).................... (.06)
Net realized and unrealized gain on investment
and foreign currency transactions .35
-----------
Total from investment operations........... .29
-----------
Net asset value, end of period................ $ 11.69
-----------
-----------
TOTAL RETURN(d):.............................. 2.54%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of period (000)............... $ 7,260
Average net assets (000)...................... $ 6,094
Ratios to average net assets(a):
Expenses, including distribution fees...... 2.59%
Expenses, excluding distribution fees...... 1.59%
Net investment income (loss)............... (.71)%
Portfolio turnover rate....................... 25%
</TABLE>
- ---------------
(a) Annualized
(b) Commencement of investment operations.
(c) Based on average shares outstanding, by class.
(d) Total return does not consider the effects of sales loads. Total return is
calculated assuming a purchase of shares on the first day and a sale on
the last day of each period reported and includes reinvestment of
dividends and distributions. Total returns for periods of less than a
full year are not annualized.

- --------------------------------------------------------------------------------
See Notes to Financial Statements. 11

MF160B-1

<PAGE>

The Prospectus and Statement of Additional Information dated June 30,
1995, as supplemented, are incorporated herein by reference in their entirety
from Post-Effective Amendment No. 2 to Registrant's Registration Statement (File
Nos. 33-53151 and 811-7167) filed via EDGAR on June 30, 1995.

<PAGE>
PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits.

(a) Financial Statements:

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

Financial Highlights for the period from July 13,
1994 (commencement of operations) through April 30,
1995 and the six months ended October 31, 1995
(unaudited).

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

Portfolio of Investments at April 30, 1995 (audited)
and October 31, 1995 (unaudited).

Statement of Assets and Liabilities as of April 30,
1995 (audited) and the six months ended October 31,
1995 (unaudited).

Statement of Operations for the period from July
13, 1994 (commencement of operations) through
April 30, 1995 (audited) and the six months ended
October 31, 1995 (unaudited).

Statement of Changes in Net Assets for the period
from July 13, 1994 (commencement of operations)
through April 30, 1995.

Notes to Financial Statements.

Financial Highlights for the period from July 13,
1994 (commencement of operations) through April 30,
1995 (audited) and the six months ended August 31,
1995 (unaudited).

Independent Auditors' Report.

(b) Exhibits:

1. (a) Articles of Incorporation, incorporated by
reference to Exhibit 1 to the Registration
Statement on Form N-1A (File No. 33-53151) filed on
April 15, 1994).

(b) Certificate of Correction to Articles of
Incorporation, incorporated by reference to
Exhibit 1 to the Registration Statement on
Form N-1A (File No. 33-53151) filed on
January 6, 1995.

2. By-Laws, incorporated by reference to Exhibit 2 to
the Registration Statement on Form N-1A (File No.
33-53151) filed on April 15, 1994).

3. Not Applicable.

4. Instruments defining rights of shareholders,
incorporated by reference to Exhibit 4 to the

C-1
<PAGE>
Registration Statement on Form N-1A (File No. 33-
53151) filed on April 15, 1994).

5. (a) Management Agreement between the Registrant
and Prudential Mutual Fund Management, Inc.,
incorporated by reference to Exhibit 5 to
the Registration Statement on Form N-1A
(File No. 33-53151) filed on January 6,
1995.

(b) Subadvisory Agreement between Prudential
Mutual Fund Management, Inc. and The
Prudential Investment Corporation,
incorporated by reference to Exhibit 5 to
the Registration Statement on Form N-1A
(File No. 33-53151) filed on January 6,
1995.

6. (a) Distribution Agreement between the Registrant
and Prudential Mutual Fund Distributors, Inc.
(Class A Shares), incorporated by reference to
Exhibit No. 6(a) to Post-Effective Amendment No. 2
to the Registration Statement on Form N-1A (File
No. 33-53151) filed via EDGAR on June 30, 1995.

(b) Distribution Agreement between the Registrant
and Prudential Securities Incorporated (Class
B shares), incorporated by reference to
Exhibit No. 6(b) to Post-Effective Amendment No. 2
to the Registration Statement on Form N-1A (File
No. 33-53151) filed via EDGAR on June 30, 1995.

(c) Distribution Agreement between the Registrant
and Prudential Securities Incorporated (Class
C shares), incorporated by reference to
Exhibit No. 6(c) to Post-Effective Amendment No. 2
to the Registration Statement on Form N-1A (File
No. 33-53151) filed via EDGAR on June 30, 1995.

(d) Form of Selected Dealer Agreement, incorporated
by reference to Exhibit 6(e) to Pre-Effective
Amendment No. 1 to the Registration Statement on
Form N-1A (File No. 33-53151) filed on June 23,
1994.

(e) Form of Distribution Agreement between the
Registrant and Prudential Securities Incorporated
(Class Z shares).*

7. Not Applicable.

8. Custodian Contract between the Registrant and Brown
Brothers Harriman & Co., incorporated by reference to
Exhibit 8 to the Registration Statement on Form N-1A
(File No. 33-53151) filed on January 6, 1995.

9. Transfer Agency and Service Agreement between the
Registrant and Prudential Mutual Fund Services,
Inc., incorporated by reference to Exhibit 9 to the
Registration Statement on Form N-1A (File No. 33-53151)
filed on January 6, 1995.

10. Opinion of Shereff, Friedman, Hoffman & Goodman,
LLP, incorporated by reference to Exhibit 10 to
Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-1A (File No. 33-53151) filed on
June 23, 1994).

11. Consent of Independent Accountants.*

12. Not Applicable.

13. Purchase Agreement, incorporated by reference to
Exhibit 13 to the Registration Statement on Form N-1A
(File No. 33-53151) filed on January 6, 1995.

14. Not Applicable.

15. (a) Distribution and Service Plan for Class A
Shares, incorporated by reference to Exhibit 15
to the Registration Statement on Form N-1A
(File No. 33-53151) filed on January 6, 1995.

(b) Distribution and Service Plan for Class B
Shares, incorporated by reference to Exhibit 15
to the Registration Statement on Form N-1A
(File No. 33-53151) filed on January 6, 1995.

C-2
<PAGE>
(c) Distribution and Service Plan for Class C
Shares, incorporated by reference to Exhibit 15
to the Registration Statement on Form N-1A
(File No. 33-53151) filed on January 6, 1995.

16. Schedule of Computation of Performance Quotations,
incorporated by reference to Exhibit 16 to the
Registration Statement on Form N-1A (File No. 33-53151)
filed on January 6, 1995.

17. Financial Data Schedules filed as Exhibit 27 for
electronic purposes.*

18. Form of Rule 18f-3 Plan.*

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

Item 25. Persons Controlled by or under Common Control with

Registrant.

None.

Item 26. Number of Holders of Securities.

As of February 9, 1996, there were 5,667, 18,300, 810 and 0
record holders of Class A, Class B, Class C and Class Z common stock,
$.001 par value per share, of the Registrant, respectively.

Item 27. Indemnification.

As permitted by Section 17(h) and (i) of the Investment
Company Act of 1940 (the 1940 Act) and pursuant to Article VI 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 shareholder, 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 the 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 (Exhibit 6 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

C-3
<PAGE>
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 Section 17(h) and 17(i) of such Act remain in
effect and are consistently applied.

Under Section 17(h) of the 1940 Act, it is the position of the
staff of the Securities and Exchange Commission that if there is
neither a court determination on the merits that the defendant is
not liable nor a court determination that the defendant was not
guilty of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of one's
office, no indemnification will be permitted unless an independent
legal counsel (not including a counsel who does work for either the
Registrant, its investment adviser, its principal underwriter or
persons affiliated with these persons) determines, based upon a
review of the facts, that the person in question was not guilty of
willful misfeasance, bad faith, gross negligence or reckless

C-4
<PAGE>
disregard of the duties involved in the conduct of his office.

Under its Articles of Incorporation, the Registrant may
advance funds to provide for indemnification. Pursuant to the
Securities and Exchange Commission staff's position on Section
17(h) advances will be limited in the following respect:

(1) Any advances must be limited to amounts used, or to be
used, for the preparation and/or presentation of a defense to the
action (including cost connected with preparation of a settlement);

(2) Any advances must be accompanied by a written promise by,
or on behalf of, the recipient to repay that amount of the advance
which exceeds the amount to which it is ultimately determined that
he is entitled to receive from the Registrant by reason of
indemnification;

(3) Such promise must be secured by a surety bond or other
suitable insurance; and

(4) Such surety bond or other insurance must be paid for by
the recipient of such advance.

Item 28. Business and other Connections of Investment Adviser

(a) Prudential Mutual Fund Management, Inc.

See "Management of the Fund-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, 1995).

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.

<TABLE>
<CAPTION>
Name and Address Position with PMF Principal Occupation
<S> <C> <C>
Brendan D. Boyle Executive Vice Executive Vice President, Director
President, Director of Marketing and Director, PMF;
of Marketing and Senior Vice President, Prudential
Director Securities Incorporated (Prudential
Securities); Chairman and
Director, Prudential Mutual Fund
Distributors, Inc. (PMFD)

C-5
<PAGE>
Stephen P. Fisher Senior Vice President Senior Vice President, PMF;
Senior Vice President,
Prudential Securities; Vice
President, PMFD

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

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

Theresa A. Hamacher Director Vice President, Prudential;
Prudential Plaza President, Director and
Newark, N.J. 07102 Chief Executive Officer, PIC;
Director, PMF

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

Richard A. Redeker President, Chief President, Chief Executive
Executive Officer Officer and Director, PMF;
and Director Executive Vice President,
Director and Member of the
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
Senior Counsel and Counsel and Assistant Secretary,
Assistant Secretary PMF; Senior Vice President
and Senior Counsel,

C-6
<PAGE>
Prudential Securities
</TABLE>

(b) The Prudential Investment Corporation (PIC)

See "Management of the Fund--Subadviser" in the Prospectus constituting
Part A of this Registration Statement and "Subadviser" in the Statement of
Additional Information constituting Part B of this Registration Statement.

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 07101.

<TABLE>
<CAPTION>
Name and Address Position with PIC Principal Occupations
<S> <C> <C>
William M. Bethke Senior Vice President Senior Vice President,
Two Gateway Center Prudential; Senior Vice
Newark, NJ 07102 President, PIC

Barry M. Gillman Director Director, PIC

Theresa A. Hamacher Vice President Vice President, Prudential;
Vice President, PIC; President,
Prudential Investment

Advisors; Director, PMF

Harry E. Knapp, Jr. President, Chairman of Vice President, Prudential;
the Board, Director and President, Director and Chief
Chief Executive Officer Executive Officer, PIC

C-7
<PAGE>

Richard A. Redeker Executive Vice President President, Chief Executive
One Seaport Plaza Officer and Director, PMF;
New York, N.Y. 10292 Executive Vice President,
Director and Member of the
Operating 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. Simonson Vice President and Vice President and Director,
Director PIC; Executive Vice President,
Prudential

Claude J. Zinngrabe, Jr. Executive Vice Executive Vice President, PIC;
President Vice President, Prudential

</TABLE>

Item 29. Principal Underwriters

(a) Prudential Securities Incorporated

Prudential Securities is distributor for Command Government Fund,
Command Money Fund, Command Tax-Free Fund, Prudential Government
Securities Trust (Intermediate Term Series, Money Market Series and
U.S. Treasury Money Market Series), Prudential MoneyMart Assets, Inc.,
Prudential Institutional Liquidity Portfolio, Inc., Prudential Special
Money Market Fund, Inc., Prudential Tax-Free Money Fund, Inc.
Prudential Jennison fund, Inc., The Target Portfolio Trust, Prudential
Allocation Fund, Prudential California Municipal Fund, 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 Growth
Opportunity Fund, Inc., Prudential High Yield Fund, Prudential
Intermediate Global Income Fund, 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 Structured
Maturity Fund, Inc., Prudential Utility Fund, Inc., The Global
Government Plus Fund, Inc., The Global Total Return Fund, Inc., Global
Utility Fund, Inc., Nicholas-Applegate Fund, Inc. (Nicholas-Applegate
Growth Equity Fund) and The BlackRock Government Income Trust.
Prudential Securities is also a depositor for the following unit
investment trust:

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

C-8

<PAGE>

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

<TABLE>
<CAPTION>
Positions and Positions and
Offices with Offices with
Name (1) Underwriter Registrant
<S> <C> <C>
Robert Golden............. Executive Vice President None
One New York Plaza and Director
New York, N.Y. 10292

Alan D. Hogan............. Executive Vice President None
and Director

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

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

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

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

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

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

C-9

<PAGE>

Lee B. Spencer ........... Executive Vice President, None
Secretary, General
Counsel and Director
</TABLE>

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

C-10
<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 Brown Brothers Harriman
& Co. 40 Water Street, Boston, Massachusetts 02109, The Prudential
Investment Corporation, Prudential Plaza, 745 Broad Street, Newark,
New Jersey, the Registrant, One Seaport Plaza, New York, New York,
and Prudential Mutual Fund Services, Inc., Raritan Plaza One,
Edison, New Jersey. Documents required by Rules 31a-1(b)(5), (6),
(7), (9), (10) and (11) and 31a-1(f) will be kept at Two 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
Brown Brothers Harriman & Co. and Prudential Mutual Fund Services,
Inc.

Item 31. Management Services

Other than as set forth under the captions "Management of the
Fund-Manager" and "Management of the Fund-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

Registrant makes the following undertaking:

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-11

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant certifies that
it 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 7th day of March, 1996.

PRUDENTIAL EUROPE GROWTH FUND, INC.

By /s/ Richard A. Redeker
-----------------------------
Richard A. Redeker
President

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

<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/Thomas R. Anderson Director March 7, 1996
- ---------------------------
Thomas R. Anderson

/s/Eugene C. Dorsey Director March 7, 1996
- ---------------------------
Eugene C. Dorsey

/s/Richard A. Redeker President and March 7, 1996
- --------------------------- Director
Richard A. Redeker

/s/Robin B. Smith Director March 7, 1996
- ---------------------------
Robin B. Smith

/s/Grace Torres Treasurer and March 7, 1996
- --------------------------- Principal
Grace Torres Financial and
Accounting Officer
</TABLE>

C-12

<PAGE>
PRUDENTIAL EUROPE GROWTH FUND, INC.

EXHIBIT INDEX

1(a) Articles of Incorporation, incorporated by reference to
Exhibit 1 to the Registration Statement on Form N-1A (File No.
33-53131) filed on April 15, 1994).

(b) Certificate of Correction to Articles of Incorporation,
incorporated by reference to Exhibit 1 to the Registration
Statement on Form N-1A (File No. 33-53151) filed on January 6,
1995.

2. By-Laws, incorporated by reference to Exhibit 2 to the
Registration Statement on Form N-1A (File No. 33-53131) filed
on April 15, 1994).

4. Instruments defining rights of shareholders, incorporated by
reference to Exhibit 4 to the Registration Statement on Form
N-1A (File No. 33-53131) filed on April 15, 1994).

5(a) Management Agreement between the Registrant and Prudential
Mutual Fund Management, Inc., incorporated by reference to
Exhibit 5 to the Registration Statement on Form N-1A (File
No. 33-53151) filed on January 6, 1995.

(b) Subadvisory Agreement between Prudential Mutual Fund
Management, Inc. and The Prudential Investment Corporation,
incorporated by reference to Exhibit 5 to the Registration
Statement on Form N-1A (File No. 33-53151) filed on January
6, 1995.

6(a) Distribution Agreement between the Registrant and Prudential
Mutual Fund Distributors, Inc. (Class A Shares), incorporated by
reference to Exhibit No. 6(a) to Post-Effective Amendment No. 2 to
the Registration Statement on Form N-1A (File No. 33-53151) filed
via EDGAR on June 30, 1995.

(b) Distribution Agreement between the Registrant and Prudential
Securities Incorporated (Class B shares), incorporated by
reference to Exhibit No. 6(b) to Post-Effective Amendment No. 2 to
the Registration Statement on Form N-1A (File No. 33-53151) filed
via EDGAR on June 30, 1995.

(c) Distribution Agreement between the Registrant and Prudential
Securities Incorporated (Class C shares), incorporated by
reference to Exhibit No. 6(c) to Post-Effective Amendment No. 2 to
the Registration Statement on Form N-1A (File No. 33-53151) filed
via EDGAR on June 30, 1995.

(d) Form of Selected Dealer Agreement, incorporated by reference
to Exhibit 6(e) to Pre-Effective Amendment No. 1 to the
Registration Statement on Form N-1A (File No. 33-53131)
filed on June 23, 1994.

(e) Form of Distribution Agreement between the Registrant and
Prudential Securities Incorporated (Class Z shares).*

8. Custodian Contract between the Registrant and Brown Brothers
Harriman & Co., incorporated by reference to Exhibit 8 to the
Registration Statement on Form N-1A (File No. 33-53151) filed
on January 6, 1995.

9. Transfer Agency and Service Agreement between the Registrant
and Prudential Mutual Fund Services, Inc., incorporated by
reference to Exhibit 8 to the Registration Statement on Form
N-1A (File No. 33-53151) filed on January 6, 1995.

10. Opinion of Shereff, Friedman, Hoffman & Goodman, LLP,
incorporated by reference to Exhibit 10 to Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-1A
(File No. 33-53131) filed on June 23, 1994.

11. Consent of Independent Accountants.*

13. Purchase Agreement, incorporated by reference to Exhibit 13
to the Registration Statement on Form N-1A (File No. 33-53151)
filed on January 6, 1995.

15(a) Distribution and Service Plan for Class A Shares, incorporated
by reference to Exhibit 15 to the Registration Statement on
Form N-1A (File No. 33-53151) filed on January 6, 1995.

(b) Distribution and Service Plan for Class B Shares, incorporated
by reference to Exhibit 15 to the Registration Statement on
Form N-1A (File No. 33-53151) filed on January 6, 1995.

(c) Distribution and Service Plan for Class C Shares, incorporated
by reference to Exhibit 15 to the Registration Statement on
Form N-1A (File No. 33-53151) filed on January 6, 1995.

16. Schedule of Computation of Performance Quotations, incorporated
by reference to Exhibit 16 to the Registration Statement on
Form N-1A (File No. 33-53151) filed on January 6, 1995.

17. Financial Data Schedules filed as Exhibit 27 for electronic
purposes.*

18. Form of Rule 18f-3 Plan.*

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

Exhibit 1(c)
ARTICLES SUPPLEMENTARY
OF
PRUDENTIAL EUROPE GROWTH FUND, INC.

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

Prudential Europe Growth 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 of which
the Corporation has authority to issue was divided into three
classes of shares, consisting of 1,000,000,000 Class A shares,
500,000,000 Class B shares and 500,000,000 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 by unanimous written
consent dated as of February 15, 1996, the number of authorized
shares of 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
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 Europe Growth FUND, INC., has
caused these presents to be signed in its name and on its behalf by
its Vice President and attested by its Assistant Secretary on
March 5, 1996.

PRUDENTIAL EUROPE GROWTH FUND, INC.

By /s/ Robert F. Gunia
_________________________________
Robert F. Gunia
Vice President
Attest: /s/ Ellyn C. Acker
___________________
Ellyn C. Acker
Assistant Secretary

THE UNDERSIGNED, Vice President of Prudential Europe Growth
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.

/s/ Robert F. Gunia
__________________________
Robert F. Gunia
Vice President

Exhibit 6(e)
PRUDENTIAL EUROPE GROWTH FUND, INC.

Form of
Distribution Agreement
(Class Z Shares)

Agreement made as of _______, 1996, between Prudential
Europe Growth 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 Class Z shares for sale
continuously;

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; and

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 Class Z shares from and after the date
hereof in order to promote the growth of the Fund and facilitate
the distribution of its Class Z shares.

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 Class Z shares of the Fund to
sell Class Z shares to the public on behalf of the Fund and the
Distributor hereby accepts such appointment and agrees to act
hereunder. The Fund hereby agrees during the term of this
Agreement to sell Class Z 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 Class Z shares, except that:

2.1 The exclusive rights granted to the Distributor to
sell Class Z shares of the Fund shall not apply to Class Z 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) of the assets or the outstanding shares of any
such company by the Fund.

2.2 Such exclusive rights shall not apply to Class Z
shares issued by the Fund pursuant to reinvestment of dividends or
capital gains distributions.

2.3 Such exclusive rights shall not apply to Class Z
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 (the Securities Act), and the Investment Company Act, as
such Registration Statement is amended from time to time.

Section 3. Purchase of Class Z Shares from the Fund

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

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

4.1 Any of the outstanding Class Z shares may be
tendered for redemption at any time, and the Fund agrees to
repurchase or redeem the Class Z 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 Class Z 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 third day
subsequent to its having received the notice of redemption in
proper form. The proceeds of any redemption of Class Z shares
shall be paid by the Fund to or for the account of the redeeming
shareholder, in each case in accordance with applicable provisions
of the Prospectus.

4.3 Redemption of Class Z 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
Class Z shares as provided herein, the Fund agrees to sell its
Class Z shares so long as it has Class Z shares 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 Class Z shares, and this shall include one
certified copy, upon request by the Distributor, of all financial
statements examined 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
Class Z 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 Class Z 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 Class
Z 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 Class Z 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 Class Z shares. Any such
qualification may be withheld, terminated or withdrawn by the Fund
at any time in its discretion. As provided in Section 7.1 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 Class Z shares of the Fund, but shall not
be obligated to sell any specific number of Class Z shares. Sales
of the Class Z 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 Class Z 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 Class Z shares, provided that the Fund shall approve the forms
of such agreements. Within the United States, the Distributor
shall offer and sell Class Z shares only to such selected dealers
as are members in good standing of the NASD. Class Z 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. Allocation of Expenses

7.1 The Fund shall bear all costs and expenses of the
continuous offering of its Class Z shares, 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 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 and expense of
qualification of the Class Z 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
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.

7.2 The Distributor shall bear the cost of the following
expenses:

(a) sales commissions (including trailer
commissions) paid to, or on account of,
account executives of the Distributor;

(b) indirect and overhead costs of the Distributor
associated with performance of distribution
activities, including central office and
branch expenses;

(c) amounts paid to Pruco Securities Corporation,
an affiliated broker-dealer (Prusec), for
performing services under a selected dealer
agreement between Prusec and the Distributor
for sale of Class Z shares of the Fund,
including sales commissions and trailer
commissions paid to, or on account of, agents
and indirect and overhead costs associated
with distribution activities;

(d) sales commissions (including trailer
commissions) paid to, or on account of,
broker-dealers and financial institutions
(other than Prusec) which have entered into
selected dealer agreements with the
Distributor with respect to Class Z shares of
the Fund;

(e) amounts paid to, or an account of, account
executives of the Distributor or of other
broker-dealers or financial institutions for
personal service and/or the maintenance of
shareholder accounts; and

(f) advertising for the Fund in various forms
through any available medium, including the
cost of printing and mailing Fund
Prospectuses, and periodic financial reports
and sales literature to persons other than
current shareholders of the Fund.

Indirect and overhead costs referred to in clauses (b)
and (c) of the foregoing sentence include (i) lease expenses, (ii)
salaries and benefits of personnel including operations and sales
support personnel, (iii) utility expenses, (iv) communications
expenses, (v) sales promotion expenses, (vi) expenses of postage,
stationery and supplies and (vii) general overhead.

Section 8. Indemnification

8.1 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 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 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 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 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 any such controlling person, such notification to be
given in writing 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
its officers or Directors in connection with the issue and sale of
any Class Z shares.

8.2 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 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 to be given to the Distributor in writing
at its principal business office.

Section 9. Duration and Termination of this Agreement

9.1 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 Class Z shares 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.

9.2 This Agreement may be terminated at any time,
without the payment of any penalty, by a majority of the Rule 12b-1
Directors or by vote of a majority of the outstanding voting
securities of the Class Z shares 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.

9.3 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 10. Amendments to this Agreement

This Agreement may be amended by the parties only if such
amendment is specifically approved by the Board of Directors of the
Fund, or by the vote of a majority of the outstanding voting
securities of the Class Z shares of the Fund.

Section 11. 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: ________________________________
Robert F. Gunia
Senior Vice President

Prudential Europe Growth Fund, Inc.

By: _____________________
Richard A. Redeker
President

Exhibit 11
CONSENT OF INDEPENDENT AUDITORS

We consent to the use in Post-Effective Amendment No. 3 to Registration
Statement No. 33-53151 of Prudential Europe Growth Fund, Inc. of our report
dated June 13, 1995, appearing in the Statement of Additional Information, which
is incorporated by reference in such Registration Statement, and to the
references to us under the headings "Financial Highlights" in the Prospectus,
which is incorporated by reference in such Registration Statement, and
"Custodian, Transfer and Dividend Disbursing Agent and Independent Accountants"
in the Statement of Additional Information.

/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
New York, New York
March 7, 1996

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<CIK> 0000921073
<NAME> PRUDENTIAL EUROPE GROWTH FUND, INC.
<SERIES>
<NUMBER> 001
<NAME> PRUDENTIAL EUROPE GROWTH FUND (CLASS A)

<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> APR-30-1995
<PERIOD-END> OCT-31-1995
<INVESTMENTS-AT-COST> 146,451,466
<INVESTMENTS-AT-VALUE> 174,496,924
<RECEIVABLES> 10,038,832
<ASSETS-OTHER> 11,888,518
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 196,424,274
<PAYABLE-FOR-SECURITIES> 6,180,158
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 3,884,746
<TOTAL-LIABILITIES> 10,064,904
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 164,290,313
<SHARES-COMMON-STOCK> 14,351,190
<SHARES-COMMON-PRIOR> 13,263,490
<ACCUMULATED-NII-CURRENT> 100,981
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (6,413,614)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 28,381,690
<NET-ASSETS> 186,359,370
<DIVIDEND-INCOME> 1,993,822
<INTEREST-INCOME> 153,415
<OTHER-INCOME> 0
<EXPENSES-NET> 1,963,715
<NET-INVESTMENT-INCOME> 183,522
<REALIZED-GAINS-CURRENT> (1,981,037)
<APPREC-INCREASE-CURRENT> 19,009,023
<NET-CHANGE-FROM-OPS> 17,211,508
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 93,319,680
<NUMBER-OF-SHARES-REDEEMED> (79,476,324)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 31,054,864
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (4,515,118)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 660,620
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,963,715

<AVERAGE-NET-ASSETS> 46,260,000
<PER-SHARE-NAV-BEGIN> 11.77
<PER-SHARE-NII> 0.05
<PER-SHARE-GAIN-APPREC> 1.27
<PER-SHARE-DIVIDEND> 0.00
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 13.09
<EXPENSE-RATIO> 1.67
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00

</TABLE>

<ARTICLE> 6
<CIK> 0000921073
<NAME> PRUDENTIAL EUROPE GROWTH FUND, INC.
<SERIES>
<NUMBER> 002
<NAME> PRUDENTIAL EUROPE GROWTH FUND (CLASS B)

<AVERAGE-NET-ASSETS> 120,614,000
<PER-SHARE-NAV-BEGIN> 11.69
<PER-SHARE-NII> 0.00
<PER-SHARE-GAIN-APPREC> 1.26
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<PER-SHARE-NAV-END> 12.95
<EXPENSE-RATIO> 2.44
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00

</TABLE>

<ARTICLE> 6
<CIK> 0000921073
<NAME> PRUDENTIAL EUROPE GROWTH FUND, INC.
<SERIES>
<NUMBER> 003
<NAME> PRUDENTIAL EUROPE GROWTH FUND (CLASS C)

<AVERAGE-NET-ASSETS> 7,876,000
<PER-SHARE-NAV-BEGIN> 11.69
<PER-SHARE-NII> 0.01
<PER-SHARE-GAIN-APPREC> 1.25
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<PER-SHARE-NAV-END> 12.95
<EXPENSE-RATIO> 2.41
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00

</TABLE>

Exhibit 18
Prudential Europe Growth Fund, Inc.
(the Fund)

FORM OF
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 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.

INCOME AND EXPENSE ALLOCATIONS

Income and expenses not allocated to a particular class, will
be allocated to each class on the basis of relative net assets
(settled shares). "Relative net assets (settled shares)" are
net assets valued in accordance with generally accepted
accounting principles but excluding the value of subscriptions
receivable in relation to the net assets of the Fund. Any
realized and unrealized capital gains and losses 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.

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: _______________, 1996