U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer: Prudential Europe Growth Fund, Inc.,
One Seaport Plaza, New York, New York 10292.
2. Name of each series or class of funds for which this notice is
filed: The Fund offers four classes of shares designated Class A,
Class B, Class C and Class Z. Class Z shares did not commence
offering until April 15, 1996.
3. Investment Company Act File Number: 811-7167.
Securities Act File Number: 33-53151.
4. Last day of fiscal year for which this notice is filed: April
30, 1996.
5. Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting
securities sold after the close of the fiscal year but before
termination of the issuer's 24f-2 declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see instruction A.6):
7. Number and amount of securities of the same class or series which
had been registered under the Securities Act of 1933 other than
pursuant to rule 24f-2 in a prior fiscal year, but which remained
unsold at the beginning of the fiscal year: None.
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2: None.
9. Number and aggregate sale price of securities sold during the
fiscal year: 16,627,255/$213,960,943
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
16,627,255/$213,960,943
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see instruction B.7): N/A
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2 (from item 10): $213,960,943
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): + 0
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): -212,607,379
(iv) Aggregate price of shares redeemed or
repurchased and previously applied
as a reduction to filing fees
pursuant to rule 24e-2
(if applicable): + 0
(v) Net aggregate price of securities
sold and issued during the fiscal
year in reliance of rule 24f-2
[line (i), plus line (ii), less
line (iii), plus line (iv)]
(if applicable): 1,353,564
(vi) Multiplier prescribed by section
6(b) of the Securities Act of 1933
or other applicable law or regulation
(see instruction C.6): x 1/2900
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: $ 466.75
Instructions: Issuers should complete lines (ii), (iii), (iv) and (v) only if
the form is being filed within 60 days after the close of the
issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's
lockbox depository as described in section 3a of the Commission's
Rules of Informal and Other Procedures (17 CFR 202.3a).
[X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository:
June 28, 1996/wire transfer
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
/s/S. Jane Rose
By (S. Jane Rose, Secretary)
Date: June 28, 1996
EGF/EGF696.NOT
PRUDENTIAL EUROPE GROWTH FUND, INC.
One Seaport Plaza
New York, New York 10292
June 28, 1996
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: Prudential Europe Growth Fund, Inc.
File Nos. 33-53151 and 811-7167
Ladies and Gentlemen:
On behalf of Prudential Europe Growth Fund, Inc. enclosed for filing, under
the Investment Company Act of 1940, are:
(1) the Form 24F-2 for the Fund; and
(2) an opinion of counsel to the Fund.
These documents are being filed electronically via the EDGAR System. A
filing fee in the amount of $466.75 has been wired to the Fund's account at
Mellon Bank.
If you have any questions relating to the foregoing, please call the
undersigned at (212) 214-3118.
Yours truly,
/s/Ellyn C. Acker
Ellyn C. Acker
Assistant Secretary
Enclosures
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 Third Avenue
New York, New York 10022-9998
June 27, 1996
Prudential Europe Growth Fund, Inc.
One Seaport Plaza - 25th Floor
New York, New York 10292
Dear Sirs:
Prudential Europe Growth Fund, Inc. (the "Fund"), a Maryland corporation,
is filing with the Securities and Exchange Commission (the "Commission") a Rule
24f-2 Notice (the "Rule 24f-2 Notice") containing the information contained in
paragraph (b)(1) of Rule 24f-2 under the Investment Company Act of 1940, as
amended (the "Rule"). The effect of the Rule 24f-2 Notice, when accompanied
by the filing fee, if any, payable as prescribed by paragraph (c) of the Rule
and by this Opinion, will be to make definite in number the number of shares
sold by the Fund during the fiscal year ended April 30, 1996 in reliance upon
the Rule (the "Rule 24f-2 Shares").
We have, as counsel to the Fund, participated in various proceedings
relating to the Fund and to the Rule 24f-2 Shares. We have been advised by a
service agent that, based on telephonic advice from the Office of the Secretary
of State of the State of Maryland, the Fund is in good standing with the
Secretary of State of Maryland. We have also examined copies, either certified
or otherwise proven to our satisfaction to be genuine, of the Fund's Articles
of Incorporation and By-laws, as currently in effect, the minutes of meetings of
its Board of Directors and other documents relating to the organization and
operation of the Fund. We have also reviewed the form of the Rule 24f-2
Notice being filed by the Fund. We are generally familiar with the business
affairs of the Fund.
The Fund has advised us that the Rule 24f-2 Shares were sold in the manner
contemplated by the prospectus of the Fund current at the time of each sale,
and that the Rule 24f-2 Shares were sold in number within the limits
prescribed by the Fund's Articles of Incorporation for consideration not less
than the par value thereof and the net asset value thereof as required by the
Investment Company Act of 1940, as amended.
Based upon the foregoing, it is our opinion that:
1. The Fund has been duly organized and is legally existing under the
laws of the State of Maryland.
2. The Fund is authorized by its Articles of Incorporation to issue two
billion (2,000,000,000) shares. Under Maryland law (i) the Board of
Directors of the Fund may increase or decrease the number of shares
that the Fund has authority to issue, and (ii) shares which were
issued and which have subsequently been redeemed by the Fund are, by
virtue of such redemption, restored to the status of authorized and
unissued shares.
3. The Rule 24f-2 Shares were legally issued and are fully paid and
non-assessable.
We hereby consent to the filing of this Opinion with the Securities and
Exchange Commission together with the Rule 24f-2 Notice of the Fund, and to the
filing of this Opinion under the securities laws of any state.
We are members of the Bar of the State of New York and do not hold
ourselves out as being conversant with the laws of any jurisdiction other than
those of the United States of America and the State of New York. We note that
we are not licensed to practice law in the State of Maryland, and to the
extent that any opinion herein involves the law of Maryland, such opinion
should be understood to be based solely upon the telephonic advice that was
received with respect to the Fund's good standing, our review of the documents
referred to above, the published statutes of the State of Maryland and, where
applicable, published cases, rules or regulations of regulatory bodies of
that State.
Very truly yours,
/s/ Shereff, Friedman, Hoffman & Goodman, LLP
Shereff, Friedman, Hoffman & Goodman, LLP
SFH&G:MKN:JLS:GNB
