Exhibit 99.(a)(7)

                            ARTICLES OF AMENDMENT OF
                       PRUDENTIAL SMALL COMPANY FUND, INC.

      PRUDENTIAL SMALL COMPANY FUND, INC., a Maryland corporation having its
principal offices in Maryland in the city of Baltimore (hereinafter called the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:

FIRST:  The Charter of the Corporation is hereby amended as follows:

      (a) The second sentence of Article IV, Section 6(c) shall be amended by
inserting the following text after the words "of this Section 6":

      ", less such redemption fee or other charge, if any, as may be fixed by
resolution of the Board of Directors."

      (b) The second sentence of Article IV, Section 6(e) shall be amended by
replacing the text after the words "of this Section 6" with the following:

      ", less such redemption fee or other charge, if any, as may be fixed by
      resolution of the Board of Directors, and take all other steps deemed
      necessary or advisable in connection therewith. A redemption by the
      Corporation in accordance with the charter of the Corporation, even if it
      is for all the shares of a series or class, shall not be considered a
      liquidation requiring a vote of stockholders."

      (c) Article IV shall be amended by adding the following as a new
      Section 12:

      "At a meeting of stockholders the presence in person or by proxy of
      stockholders entitled to cast one-third of all the votes entitled to be
      cast at the meeting constitutes a quorum. At a meeting of stockholders the
      presence in person or by proxy of stockholders entitled to cast one-third
      of all the votes entitled to be cast on any matter shall constitute a
      quorum for action on that matter (including matters on which fewer than
      all classes or series are entitled to vote)."

      (d) Article VI shall be amended by changing the title thereof to
"INDEMNIFICATION; LIMITATION ON LIABILITY", numbering the existing provision
"Section 2", and adding the following as Section 1:

      "Section 1. The Corporation shall indemnify (A) its current and former
      directors and officers, whether serving or having served the Corporation
      or at its request any other entity, to the full extent required or
      permitted by the General Laws of the State of Maryland now or hereafter in
      force (as limited by the Investment Company Act of 1940), including the
      advance of expenses under the procedures and to the full extent permitted
      by law and (B) other employees and agents to such extent as shall be
      authorized by the Board of Directors or the Corporation's By-Laws and be
      permitted by law. The foregoing rights of indemnification shall not be
      exclusive of any other rights to which those seeking indemnification may
      be entitled. The Board of Directors may take such action as is necessary
      to carry out these indemnification provisions and is expressly empowered
      to adopt, approve and amend from time to time such by-laws, resolutions or
      contracts implementing such provisions or such further indemnification
      arrangements as may be permitted by law. No amendment of the charter of
      the Corporation or repeal of any of its provisions shall limit or
      eliminate the right to indemnification provided



      hereunder with respect to acts or omissions occurring prior to such
      amendment or repeal."

      (e) Article VII shall be amended by adding the following as a new
Section 6:

      "The Board of Directors is explicitly authorized to, without action by
      stockholders (unless such approval is required by the Investment Company
      Act of 1940), invest all or a portion of the assets of any series or
      class, or dispose of all or a portion of the assets of any series or class
      and invest the proceeds of such disposition, in cash or in interests
      issued by one or more other investment companies registered under the
      Investment Company Act of 1940. The Board of Directors is explicitly
      authorized to, without action by stockholders, cause a series or class
      that is organized in the master/feeder fund structure to withdraw or
      redeem its assets from the master fund and cause such series or class to
      invest its assets directly in cash or in securities and other financial
      instruments or in another master fund."

      (f) The text of Article IX shall be deleted in its entirety and replaced
with the following:

      "The Corporation reserves the right from time to time to make any
      amendments to the charter of the Corporation which may now or hereafter be
      authorized by law, including any amendment altering the terms or contract
      rights, as expressly set forth in the charter of the Corporation, of any
      shares of its outstanding stock by classification, reclassification, or
      otherwise. In clarification and not limitation of the foregoing, a
      majority of the entire Board of Directors, without action by the
      stockholders, may amend the charter of the Corporation to increase or
      decrease the aggregate number of shares of stock or the number of shares
      of stock of any class or series that the Corporation has authority to
      issue."

SECOND: The foregoing amendments do not increase the authorized stock of the
Corporation.

THIRD: The foregoing amendments to the Charter of the Corporation have been
advised by the Board of Directors and approved by the stockholders of the
Corporation.

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      IN WITNESS WHEREOF, Prudential Small Company Fund, Inc. has caused these
presents to be signed in its name and on its behalf by its President and
witnessed by its Assistant Secretary on September 22, 2003.


                               PRUDENTIAL SMALL COMPANY FUND, INC.


                               By: /s/ Judy A. Rice, President
                                   ---------------------------
                                       Judy A. Rice, President

Attest: /s/ Marguerite E.H. Morrison
        ----------------------------
        Marguerite E.H. Morrison, Assistant Secretary


      The undersigned, President of PRUDENTIAL SMALL COMPANY FUND, INC., who
executed on behalf of said Corporation the foregoing Articles of Amendment of
which this certificate is made a part, hereby acknowledges in the name and on
behalf of said Corporation that these Articles of Amendment are the act of the
Corporation and certifies that, to the best of her 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/ Judy A. Rice
                                        ----------------
                                        Judy A. Rice, President

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