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 Jennison Series Fund, Inc.
(Formerly Prudential Jennison Fund, Inc.), Gateway Center Three, 100
Mulberry Street, 9th Floor, Newark, New Jersey 07102-4077.
2. Name of each series or class of funds for which this notice is filed:
The Fund is divided into two series, (i) Prudential Jennison Growth
Fund and (ii) Prudential Jennison Growth & Income Fund. Each series
offers four classes of shares designated Class A, Class B, Class C and
Class Z.
3. Investment Company Act File Number: 811-7343.
Securities Act File Number: 33-61997.
4. Last day of fiscal year for which this notice is filed: September 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: N/A
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2: N/A
9. Number and aggregate sale price of securities sold during the fiscal
year: 77,339,884/$815,654,890
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
77,339,884/$815,654,890
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): 0
/$0
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): $815,654,890
(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): -146,200,330
(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): 669,454,560
(vi) Multiplier prescribed by section
6(b) of the Securities Act of 1933
or other applicable law or regulation
(see instruction C.6): x 1/3300
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)]: 202,865.02
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: November 26, 1996
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: November 26, 1996
GPF/PJF96.NOT
PRUDENTIAL JENNISON SERIES FUND, INC.
Gateway Center Three
100 Mulberry Street, 9th Floor
Newark, New Jersey 07102-4077
November 26, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Prudential Jennison Series Fund, Inc.
(Formerly Prudential Jennison Fund, Inc.)
File Nos. 33-61997 and 811-7343
Ladies and Gentlemen:
On behalf of Prudential Jennison Series 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.
If you have any questions relating to the foregoing, please call the
undersigned at (201) 367-7532.
Yours truly,
/s/Ellyn C. Vogin
Ellyn C. Vogin
Assistant Secretary
Enclosures
GPF/PJF96.LTR
Prudential Jennison Series Fund, Inc.
November 26, 1996
Page 2
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
919 Third Avenue
New York, New York 10022-9998
November 26, 1996
Prudential Jennison Series Fund, Inc.
Gateway Center Three
100 Mulberry Street, 9th Floor
Newark, New Jersey 07102-4077
Dear Sirs:
Prudential Jennison Series Fund, Inc., formerly Prudential Jennison 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 September 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 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 a certificate of recent date
issued by the Department of Assessments and Taxation of the State of Maryland,
certifying the existence and good standing 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 five hundred million (2,500,000,000) shares of common stock.
Under Maryland law (i) the Board of Directors of the Fund may increase
or decrease the number of shares that the Fund has authority to issue,
and (ii) shares which were issued and which have subsequently been
redeemed by the Fund are, by virtue of such redemption, restored to
the status of authorized and unissued shares.
3. The Rule 24f-2 Shares were legally issued and are fully paid and non-
assessable.
We hereby consent to the filing of this Opinion with the Securities and
Exchange Commission together with the Rule 24f-2 Notice of the Fund, and to the
filing of this Opinion under the securities laws of any state.
We are members of the Bar of the State of New York and do not hold
ourselves out as being conversant with the laws of any jurisdiction other than
those of the United States of America and the State of New York. We note that
we are not licensed to practice law in the State of Maryland, and to the extent
that any opinion herein involves the law of Maryland, such opinion should be
understood to be based solely upon our review of the documents referred to
above, the published statutes of the State of Maryland and, where applicable,
published cases, rules or regulations of regulatory bodies of that State.
Very truly yours,
/s/ Shereff, Friedman, Hoffman & Goodman, LLP
Shereff, Friedman, Hoffman & Goodman, LLP
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