N-CSR

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT

COMPANIES

Investment Company Act file number:	811-07811
Exact name of registrant as specified in charter:	Prudential Jennison Mid-Cap Growth Fund, Inc.
Address of principal executive offices:	655 Broad Street, 17th Floor
	Newark, New Jersey 07102
Name and address of agent for service:	Deborah A. Docs
	655 Broad Street, 17th Floor
	Newark, New Jersey 07102
Registrant’s telephone number, including area code:	800-225-1852
Date of fiscal year end:	8/31/2017
Date of reporting period:	8/31/2017

Item 1 – Reports to Stockholders

     PRUDENTIAL JENNISON MID-CAP GROWTH FUND, INC.

ANNUAL REPORT

AUGUST 31, 2017

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Objective: Long-term capital appreciation

Highlights

• Consumer discretionary positions contributed the most to relative performance. The real estate and industrials sectors were also beneficial in aggregate. Individual contributors to absolute return were mostly diversified across sectors.

• Energy was the largest source of relative underperformance due to the Fund’s overweight stance in the sector and in individual stock selection. Overall, the sector faltered from poor investor sentiment and declining oil prices.

This report is not authorized for distribution to prospective investors unless preceded or accompanied by a current prospectus.

The views expressed in this report and information about the Fund’s portfolio holdings are for the period covered by this report and are subject to change thereafter.

Mutual funds are distributed by Prudential Investment Management Services LLC, member SIPC. Jennison Associates is a registered investment adviser. Both are Prudential Financial companies. ^© 2017 Prudential Financial, Inc. and its related entities. Jennison Associates, Jennison, PGIM, and the PGIM logo are service marks of Prudential Financial, Inc. and its related entities, registered in many jurisdictions worldwide.

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PRUDENTIAL FUNDS — UPDATE

Effective on or about June 1, 2018 (the “Effective Date”), each Fund’s Class A, Class C, Class R and Class Z shares, as applicable, will be closed to investments by new group retirement plans, except as discussed below. Existing group retirement plans as of the Effective Date may keep their investments in their current share class and may continue to make additional purchases or exchanges of that class of shares. As of the Effective Date, all new group retirement plans wishing to add the Funds as new additions to the plan generally will be into one of the available Class Q shares, Class R2 shares, or Class R4 shares of the Funds.

In addition, on or about the Effective Date, the Class R shares of each Fund will be closed to all new investors, except as discussed below. Due to the closing of the Class R shares to new investors, effective on or about the Effective Date new IRA investors may only purchase Class A, Class C, Class Z or Class Q shares of the Funds, subject to share class eligibility. Following the Effective Date, no new accounts may be established in the Funds’ Class R shares and no Class R shares may be purchased or acquired by any new Class R shareholder, except as discussed below.

	Class A	Class C	Class Z	Class R
Existing Investors (Group Retirement Plans, IRAs, and all other investors)	No Change	No Change	No Change	No Change
New Group Retirement Plans	Closed to group retirement plans wishing to add the share classes as new additions to plan menus on or about June 1, 2018, subject to certain exceptions below
New IRAs	No Change	No Change	No Change	Closed to all new investors on or about June 1, 2018, subject to certain exceptions below
All Other New Investors	No Change	No Change	No Change

Prudential Jennison Mid-Cap Growth Fund, Inc.

However, the following new investors may continue to purchase Class A, Class C, Class R and Class Z shares of a Fund, as applicable:

• Eligible group retirement plans who are exercising their one-time 90-day repurchase privilege in a Fund will be permitted to purchase such share classes.

• Plan participants in a group retirement plan that offers Class A, Class C, Class R or Class Z shares of a Fund as of the Effective Date will be permitted to purchase such share classes of the Fund, even if the plan participant did not own shares of that class of the Fund as of the Effective Date.

• Certain new group retirement plans will be permitted to offer such share classes of a Fund after the Effective Date, provided that the plan has or is actively negotiating a contractual agreement with the Fund’s distributor or service provider to offer such share classes of the Fund prior to or on the Effective Date.

• New group retirement plans that combine with, replace or are otherwise affiliated with a current plan that invests in such share classes prior to or on the Effective Date will be permitted to purchase such share classes.

The Funds also reserve the right to refuse any purchase order that might disrupt management of a Fund or to otherwise modify the closure policy at any time on a case-by-case basis.

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Letter from the President

Dear Shareholder:

We hope you find the annual report for the Prudential Jennison Mid-Cap Growth Fund, Inc. informative and useful. The report covers performance for the 12-month period ended August 31, 2017.

Effective April 3, 2017, Prudential Investments became known as PGIM^® Investments. Why PGIM? This new name was chosen to further align with the global investment management businesses of Prudential Financial, which rebranded from

Prudential Investment Management in January 2016. This new name allows for one brand and reflects our ability and commitment to delivering investment solutions to clients around the globe. Please keep in mind that only the Fund adviser’s name was changed: The name of your Fund and its management and operation will not change.

Major global events during the reporting period included the US presidential election and domestic issues related to the new administration’s policy initiatives. The US economy experienced weak growth during the first quarter of 2017, although stronger growth took place in the second quarter. Britain began its formal legal process to leave the European Union, and recent parliamentary elections in Britain resulted in unseating the majority party. Overall, global economic growth picked up slightly.

Equities in the US reached new highs, and international equities gained significantly. European stocks posted impressive results. Asian markets were solid, and emerging markets outperformed most regions.

In mid-June, the Federal Reserve raised its federal funds rate by 0.25% for the second time in 2017. Fixed income markets were mixed, as rising interest rates affected bond markets. High yield and emerging markets bonds were among the top performers.

Given the uncertainty in today’s investment environment, we believe that active professional portfolio management offers a potential advantage. Active managers often have the knowledge and flexibility to find the best investment opportunities in the most challenging markets.

Even so, it’s best if investment decisions are based on your long-term goals rather than on short-term market and economic developments. We also encourage you to work with an experienced financial adviser who can help you set goals, determine your tolerance for risk, and build a diversified plan that’s right for you and make adjustments when necessary.

At PGIM Investments, we consider it a great privilege and responsibility to help investors participate in opportunities across global markets while meeting their toughest investment challenges. We’re part of PGIM, a top-10 global investment manager with more than $1 trillion in assets under management. This investment expertise allows us to deliver actively managed funds and strategies to meet the needs of investors around the globe.

Thank you for choosing our family of funds.

Sincerely,

Stuart S. Parker, President

Prudential Jennison Mid-Cap Growth Fund, Inc.

October 16, 2017

Prudential Jennison Mid-Cap Growth Fund, Inc. 5

Your Fund’s Performance (unaudited)

Performance data quoted represent past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the past performance data quoted. An investor may obtain performance data as of the most recent month-end by visiting our website at www.pgiminvestments.com or by calling (800) 225-1852.

	Average Annual Total Returns as of 8/31/17 (with sales charges)
	One Year (%)	Five Years (%)		Ten Years (%)		Since Inception (%)
Class A	9.35		9.15		7.25		—
Class B	9.88		9.48		7.11		—
Class C	13.91		9.62		7.11		—
Class Q	16.24		10.90		N/A		10.37 (1/18/11)
Class R	15.46		10.17		7.64		—
Class Z	16.05		10.71		8.18		—
Russell Midcap Growth Index	14.52		13.99		8.87		—
Russell Midcap Index	12.44		14.11		8.14		—
Lipper Mid-Cap Growth Funds Average	15.69		12.66		7.18		—
	Average Annual Total Returns as of 8/31/17 (without sales charges)
	One Year (%)	Five Years (%)		Ten Years (%)		Since Inception (%)
Class A	15.72		10.39		7.86		—
Class B	14.88		9.62		7.11		—
Class C	14.91		9.62		7.11		—
Class Q	16.24		10.90		N/A		10.37 (1/18/11)
Class R	15.46		10.17		7.64		—
Class Z	16.05		10.71		8.18		—
Russell Midcap Growth Index	14.52		13.99		8.87		—
Russell Midcap Index	12.44		14.11		8.14		—
Lipper Mid-Cap Growth Funds Average	15.69		12.66		7.18		—

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Growth of a $10,000 Investment

The graph compares a $10,000 investment in the Fund’s Class A shares with a similar investment in the Russell Midcap Growth Index by portraying the initial account values at the beginning of the 10-year period for Class A shares (August 31, 2007) and the account values at the end of the current fiscal year (August 31, 2017) as measured on a quarterly basis. For purposes of the graph, and unless otherwise indicated, it has been assumed that (a) the maximum applicable front-end sales charge was deducted from the initial $10,000 investment in Class A shares; (b) all recurring fees (including management fees) were deducted; and (c) all dividends and distributions were reinvested. The line graph provides information for Class A shares only. As indicated in the tables provided earlier, performance for Class B, Class C, Class Q, Class R, and Class Z shares will vary due to the differing charges and expenses applicable to each share class (as indicated in the following paragraphs). Without waiver of fees and/or expense reimbursement, if any, the Fund’s returns would have been lower.

Past performance does not predict future performance. Total returns and the ending account values in the graphs include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown. The Fund’s total returns do not reflect the deduction of income taxes on an individual’s investment. Taxes may reduce your actual investment returns on income or gains paid by the Fund or any gains you may realize if you sell your shares.

Source: PGIM Investments LLC and Lipper Inc.

Inception returns are provided for any share class with less than 10 fiscal years of returns. The Since Inception returns for the Index and the Lipper Averages are measured from the closest month-end to inception date for the indicated share class.

Prudential Jennison Mid-Cap Growth Fund, Inc. 7

Your Fund’s Performance (continued)

The returns in the tables do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or following the redemption of Fund shares. The average annual total returns take into account applicable sales charges which are described for each share class in the table below.

	Class A	Class B*	Class C	Class Q	Class R	Class Z
Maximum initial sales charge	5.50% of the public offering price	None	None	None	None	None
Contingent deferred sales charge (CDSC) (as a percentage of the lower of original purchase price or net asset value at redemption)	1% on sales of $1 million or more made within 12 months of purchase	5% (Yr. 1) 4% (Yr. 2) 3% (Yr. 3) 2% (Yr. 4) 1% (Yr. 5) 1% (Yr. 6) 0% (Yr. 7)	1% on sales made within 12 months of purchase	None	None	None
Annual distribution and service (12b-1) fees (shown as a percentage of average daily net assets)	0.30%	1%	1%	None	.75% (0.50% currently)	None

*Class B shares are closed to all purchase activity and no additional Class B shares may be purchased or acquired except by exchange from Class B shares of another Fund or through dividend or capital gains reinvestment.

Benchmark Definitions

Russell Midcap Growth Index—The Russell Midcap Growth Index is an unmanaged, market-value-weighted index that measures the performance of those Russell Midcap companies with higher price-to-book ratios and higher forecasted growth values. The average annual total return for the Russell Midcap Growth Index measured from the month-end closest to the inception date of the Fund’s Class Q shares through 8/31/17 is 11.70%.

Russell Midcap Index—The Russell Midcap Index is an unmanaged index which measures the performance of the 800 smallest companies in the Russell 1000 Index, which represent approximately 25% of the total market capitalization of the Russell 1000 Index. The average annual total return for the Russell Midcap Index measured from the month-end closest to the inception date of the Fund’s Class Q shares through 8/31/17 is 11.79%.

Lipper Mid-Cap Growth Funds Average—The Lipper Mid-Cap Growth Funds Average (Lipper Average) is based on the average return of all funds in the Lipper Mid-Cap Growth Funds universe for the periods noted. Funds in the Lipper Average invest at least 75% of their equity assets in companies with market capitalizations (on a three-year weighted basis) less than 300% of the dollar-weighted median market capitalization of the middle 1,000 securities of the S&P SuperComposite 1500 Index. Mid-cap growth funds typically have an above-average price-to-earnings ratio, price-to-book ratio, and three-year sales-per-share growth value compared with the S&P MidCap 400 Index. The average annual total return for the Lipper Average measured from the month-end closest to the inception date of the Fund’s Class Q shares through 8/31/17 is 10.44%.

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Investors cannot invest directly in an index or average. The returns for the Indexes would be lower if they included the effects of sales charges, operating expenses of a mutual fund, or taxes. Returns for the Lipper Average reflect the deduction of operating expenses, but not sales charges or taxes.

Presentation of Fund Holdings

Five Largest Holdings expressed as a percentage of net assets as of 8/31/17 (%)
SBA Communications Corp., Equity Real Estate Investment Trusts (REITs)	3.3
Dollar Tree, Inc., Multiline Retail	2.4
Vantiv, Inc. (Class A Stock), IT Services	2.2
Roper Technologies, Inc., Industrial Conglomerates	2.1
Analog Devices, Inc., Semiconductors & Semiconductor Equipment	2.1

Holdings reflect only long-term investments and are subject to change.

Five Largest Industries expressed as a percentage of net assets as of 8/31/17 (%)
Software	8.9
IT Services	6.9
Health Care Equipment and Supplies	4.9
Equity Real Estate Investment Trusts (REITs)	4.8
Hotels, Restaurants & Leisure	4.7

Industry weightings reflect only long-term investments and are subject to change.

Prudential Jennison Mid-Cap Growth Fund, Inc. 9

Strategy and Performance Overview

How did the Fund perform?

The Prudential Jennison Mid-Cap Growth Fund’s Class A shares rose 15.72%, without sales charges, in the 12-month period ended August 31, 2017. In the same period, the Russell Midcap Growth Index (the Index) advanced 14.52%, and the Lipper Mid-Cap Growth Funds Average climbed 15.69%.

What was the market environment?

• Despite the Trump administration’s unorthodox approach and the Republican controlled legislature’s lack of accomplishment, equity market gains in the 12-month period ended August 31, 2017, have been supported by earnings growth and margin expansion across many industries.

• The market’s initial favorable response to the election reflected anticipation of lower corporate tax rates, a less onerous regulatory environment, and increased fiscal spending on infrastructure. With legislative accomplishments elusive and factionalism impeding cooperation, market expectations moderated.

• Solid economic fundamentals in the US included moderate GDP (gross domestic product) expansion, robust employment, and accelerating corporate profit growth. Inflation remained benign. The Federal Reserve raised the federal funds target rate to 1.00%-1.25%.

• All sectors in the Index advanced except for energy and consumer staples.

What worked?

Consumer discretionary positions contributed the most to relative performance. The real estate and industrials sectors were also beneficial in the aggregate. Individual contributors to absolute return were mostly diversified across sectors.

• Red Hat is the market-leading vendor of Linux, an open-source computer operating system. The company reported strong earnings as its emerging technologies continued to gain momentum. The company’s OpenStack and OpenShift deals are growing in both size and duration, implying that Red Hat is becoming more strategic to its customers in Jennison’s view. Jennison continues to like its fundamentals in an industry with strong long-term tailwinds.

• SBA Communications, one of the Fund’s largest positions, benefited from improving leasing trends both in the US and internationally. Jennison favors the company’s recurring revenue stream and its exposure to growth in wireless data and high-growth international markets.

• FMC Corporation is a diversified chemical company, serving agricultural, consumer, and industrial markets with solutions, applications and products worldwide. Jennison believes the company is well-positioned to outgrow a challenged crop chemical market and likes

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its high free-cash-flow conversion in addition to a potentially positive lithium market over the long term. FMC also announced a potential deal with Dow/DuPont, which was being forced to divest a larger portion of its crop chemicals business to win European Union (EU) approval for the merger with Dow/DuPont. In Jennison’s view, these assets from Dow/DuPont could be highly accretive to the company’s earnings per share (EPS) and Jennison maintains a positive view on the company.

• ServiceNow is a leader in software as a service-based IT Service Management (ITSM). It reported its third consecutive quarter of strong quarterly results, driven by growth in revenue, subscriptions, and billings. Sales of non-ITSM products improved, while the core ITSM product continued to grow impressively. Jennison still believes there is a tremendous runway for growth, as the company has been executing exceptionally well in acquiring new customers, upselling existing customers, and in driving new product innovation and penetration.

• SLM (Sallie Mae, a federally sponsored student loan provider) benefited from loan origination growth, strong credit trends, and improved expense efficiency. Jennison thinks the company can outpace industry growth given increased sales efforts, product breadth, and an improved operating and servicing platform. Additionally, if the Trump administration privatizes parts of the Federal student loan programs, as is currently under discussion, this could lead to a significantly higher growth trajectory for SLM for years to come.

What didn’t work?

Energy was the largest source of relative underperformance due to the Fund’s overweight stance in the sector and in individual stock selection. Overall, the sector faltered from poor investor sentiment and declining oil prices.

• Noble Energy was a notable detractor in the sector and in the Fund’s overall performance. The company’s core assets are in two of the most productive onshore basins in the US, which should provide years of inventory. With prospects for growth in the Middle East, efficient use of capital, and prudent cost management, Jennison believes Noble Energy could benefit over the medium-to-long-term, given its inexpensive valuation relative to its peer group.

• Patterson-UTI, an energy company, has a strong land rig and fracking business, along with a management team that has executed well through the energy downturn. Its rig fleet has the potential to garner higher rates, as shale basin production increases throughout the remainder of 2017 and in 2018.

• Underweight positions in the health care and information technology sectors detracted from relative performance against the Index. The Fund’s positions in individual securities also hurt relative results, but to a lesser degree.

Prudential Jennison Mid-Cap Growth Fund, Inc. 11

Strategy and Performance Overview (continued)

• Despite strong results for the consumer discretionary sector, individually selected positions AutoZone and Advance Auto Parts detracted from relative performance. Both companies suffered from industry-wide pressures that negatively affected sales growth. Jennison eliminated the position in Autozone but still likes Advance Auto Parts, as Jennison believes the company is making the right investments with respect to people, systems, processes, and technology.

• While earnings were mostly as expected over the reporting period, Stericycle suffered from pricing challenges and a legal overhang from a class action lawsuit. Jennison thinks the company’s business model remains solid, with leading share positions, strong brand equity, and a competitive advantage driving the company’s service offerings.

The percentage points shown in the tables identify each security’s positive or negative contribution to the Fund’s return, which is the sum of all contributions by individual holdings.

Top contributors (%)		Top detractors (%)
Red Hat, Inc.	0.89	Advance Auto Parts, Inc.	–0.39
SBA Communications Corp.	0.88	Noble Energy, Inc.	–0.35
FMC Corporation	0.84	AutoZone, Inc.	–0.34
ServiceNow, Inc.	0.76	Patterson-UTI, Inc.	–0.32
SLM Corp.	0.69	Stericycle, Inc.	–0.32

Current outlook

• The positive outlook for corporate profits continues to reflect stable demand patterns, with little near-term inflationary pressures.

• Potential regulatory relief has contributed to improved manufacturing confidence, and low unemployment is bolstering consumer confidence; however, the nature, timing, scope, and ease of future policy changes are increasingly uncertain.

• As always, Jennison remains biased towards long-term growth stories with attractive valuations, good balance sheets, and strong free cash flow. With the possibility of inflation rising for the first time in many years, Jennison is particularly focused on companies that demonstrate pricing power and the ability to hold healthy profit margins against cost pressures.

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Fees and Expenses (unaudited)

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemptions, as applicable, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses, as applicable. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 held through the six-month period ended August 31, 2017. The example is for illustrative purposes only; you should consult the Prospectus for information on initial and subsequent minimum investment requirements.

Actual Expenses

The first line for each share class in the table on the following page provides information about actual account values and actual expenses. You may use the information on this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value ÷ $1,000 = 8.6), then multiply the result by the number on the first line under the heading “Expenses Paid During the Six-Month Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class in the table on the following page provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

The Fund’s transfer agent may charge additional fees to holders of certain accounts that are not included in the expenses shown in the table on the following page. These fees apply to individual retirement accounts (IRAs) and Section 403(b) accounts. As of the close of the six-month period covered by the table, IRA fees included an annual maintenance fee of $15 per account (subject to a maximum annual maintenance fee of $25 for all accounts held by the same shareholder). Section 403(b) accounts are charged an annual $25 fiduciary maintenance fee. Some of the fees may vary in amount, or may be waived, based on your total account balance or the number of Prudential funds, including the Fund, that you own. You should consider the additional fees that were charged to your Fund account

Prudential Jennison Mid-Cap Growth Fund, Inc. 13

Fees and Expenses (continued)

over the six-month period when you estimate the total ongoing expenses paid over the period and the impact of these fees on your ending account value, as these additional expenses are not reflected in the information provided in the expense table. Additional fees have the effect of reducing investment returns.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs such as sales charges (loads). Therefore, the second line for each share class in the table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Prudential Jennison Mid-Cap Growth Fund, Inc.		Beginning  Account Value March 1, 2017		Ending  Account Value August 31, 2017		Annualized Expense Ratio			Expenses  Paid During the Six-Month Period*
Class A	Actual	$	1,000.00	$	1,064.10		1.04	%	$	5.41
	Hypothetical	$	1,000.00	$	1,019.96		1.04	%	$	5.30
Class B	Actual	$	1,000.00	$	1,060.20		1.74	%	$	9.04
	Hypothetical	$	1,000.00	$	1,016.43		1.74	%	$	8.84
Class C	Actual	$	1,000.00	$	1,060.20		1.74	%	$	9.04
	Hypothetical	$	1,000.00	$	1,016.43		1.74	%	$	8.84
Class Q	Actual	$	1,000.00	$	1,066.10		0.57	%	$	2.97
	Hypothetical	$	1,000.00	$	1,022.33		0.57	%	$	2.91
Class R	Actual	$	1,000.00	$	1,062.70		1.24	%	$	6.45
	Hypothetical	$	1,000.00	$	1,018.95		1.24	%	$	6.31
Class Z	Actual	$	1,000.00	$	1,065.40		0.74	%	$	3.85
	Hypothetical	$	1,000.00	$	1,021.48		0.74	%	$	3.77

*Fund expenses (net of fee waivers or subsidies, if any) for each share class are equal to the annualized expense ratio for each share class (provided in the table), multiplied by the average account value over the period, multiplied by the 184 days in the six-month period ended August 31, 2017, and divided by the 365 days in the Fund’s fiscal year ended August 31, 2017 (to reflect the six-month period). Expenses presented in the table include the expenses of any underlying portfolios in which the Fund may invest.

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Schedule of Investments

as of August 31, 2017

Description	Shares		Value
LONG-TERM INVESTMENTS    97.6%
COMMON STOCKS
Aerospace & Defense    0.6%
Rockwell Collins, Inc.		320,621	$	42,017,382
Airlines    0.6%
Spirit Airlines, Inc.*		1,241,016		42,256,595
Auto Components    1.5%
Delphi Automotive PLC		1,087,887		104,872,307
Banks    1.4%
First Republic Bank(a)		1,009,387		97,961,008
Biotechnology    2.6%
Alexion Pharmaceuticals, Inc.*		350,750		49,950,307
BioMarin Pharmaceutical, Inc.*		848,707		76,544,884
Incyte Corp.*		401,433		55,160,909
				181,656,100
Building Products    1.1%
Allegion PLC		935,329		73,619,746
Capital Markets    3.9%
Affiliated Managers Group, Inc.		673,444		118,990,820
Intercontinental Exchange, Inc.		1,073,815		69,443,616
TD Ameritrade Holding Corp.(a)		1,860,931		80,615,531
				269,049,967
Chemicals    2.9%
Albemarle Corp.		425,049		49,416,197
Axalta Coating Systems Ltd.*		1,965,260		58,014,475
FMC Corp.		1,063,601		91,703,678
				199,134,350
Commercial Services & Supplies    1.5%
Stericycle, Inc.*		1,431,732		102,927,213
Communications Equipment    1.4%
Palo Alto Networks, Inc.*		733,455		97,322,144
Construction & Engineering    1.2%
Quanta Services, Inc.*		2,319,739		83,348,222

See Notes to Financial Statements.

Prudential Jennison Mid-Cap Growth Fund, Inc. 15

Schedule of Investments (continued)

as of August 31, 2017

Description	Shares		Value
COMMON STOCKS (Continued)
Construction Materials    1.0%
Vulcan Materials Co.		566,388	$	68,680,209
Consumer Finance    1.7%
SLM Corp.*		11,396,474		115,902,141
Containers & Packaging    1.0%
Sealed Air Corp.		1,640,295		72,796,292
Electrical Equipment    2.0%
AMETEK, Inc.		2,193,454		138,735,965
Electronic Equipment, Instruments & Components    3.3%
Amphenol Corp. (Class A Stock)		1,375,911		111,366,236
CDW Corp.		904,330		57,352,609
Flex Ltd.*		3,816,758		62,098,653
				230,817,498
Energy Equipment & Services    0.5%
Patterson-UTI Energy, Inc.		2,057,078		32,851,536
Equity Real Estate Investment Trusts (REITs)    4.8%
Equinix, Inc.		219,963		103,032,869
SBA Communications Corp.*		1,486,440		228,242,862
				331,275,731
Food & Staples Retailing    0.7%
US Foods Holding Corp.*		1,739,140		47,739,393
Food Products    1.6%
Hain Celestial Group, Inc. (The)*		1,144,642		46,037,501
TreeHouse Foods, Inc.*(a)		990,853		66,377,243
				112,414,744
Health Care Equipment & Supplies    4.9%
Align Technology, Inc.*(a)		455,907		80,577,003
Cooper Cos., Inc. (The)		198,140		49,699,456
DexCom, Inc.*(a)		1,010,604		75,401,164
Edwards Lifesciences Corp.*		660,981		75,127,101
West Pharmaceutical Services, Inc.		639,719		55,681,142
				336,485,866

See Notes to Financial Statements.

16

Description	Shares		Value
COMMON STOCKS (Continued)
Health Care Providers & Services    3.6%
Centene Corp.*		833,639	$	74,068,825
Henry Schein, Inc.*		368,691		64,034,253
Laboratory Corp. of America Holdings*		454,327		71,270,277
Universal Health Services, Inc. (Class B Stock)		376,985		40,763,388
				250,136,743
Hotels, Restaurants & Leisure    4.7%
Aramark		2,276,007		92,610,725
Hilton Worldwide Holdings, Inc.		2,104,700		135,395,351
Norwegian Cruise Line Holdings Ltd.*		1,618,352		96,227,210
				324,233,286
Household Durables    1.7%
Mohawk Industries, Inc.*		193,848		49,066,806
Newell Brands, Inc.		1,354,944		65,416,696
				114,483,502
Household Products    1.7%
Church & Dwight Co., Inc.		1,518,977		76,207,076
Clorox Co. (The)		296,593		41,087,028
				117,294,104
Industrial Conglomerates    2.6%
Carlisle Cos., Inc.		355,544		33,666,461
Roper Technologies, Inc.		645,710		148,939,469
				182,605,930
Internet & Direct Marketing Retail    0.9%
Expedia, Inc.		420,986		62,457,483
IT Services    6.9%
DXC Technology Co.		499,766		42,480,110
Fidelity National Information Services, Inc.		970,859		90,212,218
FleetCor Technologies, Inc.*		492,553		70,814,345
Global Payments, Inc.		1,253,896		119,734,529
Vantiv, Inc. (Class A Stock)*		2,153,736		152,247,598
				475,488,800
Life Sciences Tools & Services    2.2%
Illumina, Inc.*		395,543		80,872,722
Quintiles IMS Holdings, Inc.*		763,930		73,360,198
				154,232,920

See Notes to Financial Statements.

Prudential Jennison Mid-Cap Growth Fund, Inc. 17

Schedule of Investments (continued)

as of August 31, 2017

Description	Shares		Value
COMMON STOCKS (Continued)
Machinery    0.6%
Allison Transmission Holdings, Inc.		1,283,422	$	44,573,246
Media    1.7%
AMC Networks, Inc. (Class A Stock)*		1,106,409		67,247,539
Cinemark Holdings, Inc.		1,541,528		51,317,467
				118,565,006
Mortgage Real Estate Investment Trusts (REITs)    1.8%
MFA Financial, Inc.		3,915,565		34,378,661
Starwood Property Trust, Inc.		4,022,055		89,329,841
				123,708,502
Multiline Retail    2.4%
Dollar Tree, Inc.*		2,053,027		163,503,070
Oil, Gas & Consumable Fuels    1.4%
Noble Energy, Inc.		2,398,741		57,018,074
Targa Resources Corp.		965,213		43,019,543
				100,037,617
Pharmaceuticals    1.6%
Zoetis, Inc.		1,791,499		112,326,987
Professional Services    1.9%
IHS Markit Ltd.*		2,827,146		132,423,519
Real Estate Management & Development    2.2%
CBRE Group, Inc. (Class A Stock)*		2,937,856		105,997,845
Howard Hughes Corp. (The)*(a)		403,681		47,371,965
				153,369,810
Road & Rail    1.1%
JB Hunt Transport Services, Inc.		744,362		73,609,958
Semiconductors & Semiconductor Equipment    4.3%
Analog Devices, Inc.		1,766,419		147,796,278
Cavium, Inc.*		534,953		33,867,874
Marvell Technology Group Ltd. (Bermuda)		2,328,165		41,697,435
Microchip Technology, Inc.(a)		866,045		75,172,706
				298,534,293

See Notes to Financial Statements.

18

Description	Shares		Value
COMMON STOCKS (Continued)
Software    8.9%
Check Point Software Technologies Ltd. (Israel)*(a)		836,467	$	93,575,563
Electronic Arts, Inc.*		914,935		111,164,603
Intuit, Inc.		467,273		66,095,766
Red Hat, Inc.*		1,363,213		146,545,398
ServiceNow, Inc.*		1,042,668		121,147,595
Splunk, Inc.*(a)		1,175,672		78,875,834
				617,404,759
Specialty Retail    3.9%
Advance Auto Parts, Inc.(a)		566,898		55,499,314
Burlington Stores, Inc.*		921,153		80,260,061
Ross Stores, Inc.		1,160,215		67,814,567
Ulta Beauty, Inc.*		288,357		63,729,780
				267,303,722
Textiles, Apparel & Luxury Goods    0.5%
Coach, Inc.		834,011		34,778,259
Trading Companies & Distributors    0.8%
Fastenal Co.		1,277,074		54,492,748
TOTAL LONG-TERM INVESTMENTS (cost $4,753,754,712)				6,757,428,673
SHORT-TERM INVESTMENTS    4.3%
AFFILIATED MUTUAL FUNDS
Prudential Investment Portfolios 2 - Prudential Core Ultra Short Bond Fund(w)		165,486,368		165,486,368
Prudential Investment Portfolios 2 - Prudential Institutional Money Market Fund (cost $133,604,642; includes $133,476,812 of cash collateral for securities on loan)(b)(w)		133,600,698		133,614,058
TOTAL SHORT-TERM INVESTMENTS (cost $299,091,010)				299,100,426
TOTAL INVESTMENTS    101.9% (cost $5,052,845,722)				7,056,529,099
Liabilities in excess of other assets    (1.9)%				(130,925,244	)
NET ASSETS    100.0%			$	6,925,603,855

See Notes to Financial Statements.

Prudential Jennison Mid-Cap Growth Fund, Inc. 19

Schedule of Investments (continued)

as of August 31, 2017

The following abbreviations are used in the annual report:

LIBOR—London Interbank Offered Rate

REITs—Real Estate Investment Trusts

* Non-income producing security.

(a) All or a portion of security is on loan. The aggregate market value of such securities, including those sold and pending settlement, is $132,514,065; cash collateral of $133,476,812 (included in liabilities) was received with which the Fund purchased highly liquid short-term investments.

(b) Represents security purchased with cash collateral received for securities on loan and includes dividend reinvestment.

(w) PGIM Investments LLC, the manager of the Fund, also serves as manager of the Prudential Investment Portfolios 2 - Prudential Core Ultra Short Bond Fund and Prudential Institutional Money Market Fund.

Fair Value Measurements:

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below.

Level 1—unadjusted quoted prices generally in active markets for identical securities.

Level 2—quoted prices for similar securities, interest rates and yield curves, prepayment speeds, foreign currency exchange rates and other observable inputs.

Level 3—unobservable inputs for securities valued in accordance with Board approved fair valuation procedures.

The following is a summary of the inputs used as of August 31, 2017 in valuing such portfolio securities:

	Level 1		Level 2		Level 3
Investments in Securities
Common Stocks
Aerospace & Defense	$	42,017,382	$	—	$	—
Airlines		42,256,595		—		—
Auto Components		104,872,307		—		—
Banks		97,961,008		—		—
Biotechnology		181,656,100		—		—
Building Products		73,619,746		—		—
Capital Markets		269,049,967		—		—
Chemicals		199,134,350		—		—
Commercial Services & Supplies		102,927,213		—		—
Communications Equipment		97,322,144		—		—
Construction & Engineering		83,348,222		—		—
Construction Materials		68,680,209		—		—
Consumer Finance		115,902,141		—		—
Containers & Packaging		72,796,292		—		—
Electrical Equipment		138,735,965		—		—

See Notes to Financial Statements.

20

	Level 1		Level 2		Level 3
Investments in Securities (continued)
Common Stocks (continued)
Electronic Equipment, Instruments & Components	$	230,817,498	$	—	$	—
Energy Equipment & Services		32,851,536		—		—
Equity Real Estate Investment Trusts (REITs)		331,275,731		—		—
Food & Staples Retailing		47,739,393		—		—
Food Products		112,414,744		—		—
Health Care Equipment & Supplies		336,485,866		—		—
Health Care Providers & Services		250,136,743		—		—
Hotels, Restaurants & Leisure		324,233,286		—		—
Household Durables		114,483,502		—		—
Household Products		117,294,104		—		—
Industrial Conglomerates		182,605,930		—		—
Internet & Direct Marketing Retail		62,457,483		—		—
IT Services		475,488,800		—		—
Life Sciences Tools & Services		154,232,920		—		—
Machinery		44,573,246		—		—
Media		118,565,006		—		—
Mortgage Real Estate Investment Trusts (REITs)		123,708,502		—		—
Multiline Retail		163,503,070		—		—
Oil, Gas & Consumable Fuels		100,037,617		—		—
Pharmaceuticals		112,326,987		—		—
Professional Services		132,423,519		—		—
Real Estate Management & Development		153,369,810		—		—
Road & Rail		73,609,958		—		—
Semiconductors & Semiconductor Equipment		298,534,293		—		—
Software		617,404,759		—		—
Specialty Retail		267,303,722		—		—
Textiles, Apparel & Luxury Goods		34,778,259		—		—
Trading Companies & Distributors		54,492,748		—		—
Affiliated Mutual Funds		299,100,426		—		—
Total	$	7,056,529,099	$	—	$	—

During the period, there were no transfers between Level 1, Level 2 and Level 3 to report.

See Notes to Financial Statements.

Prudential Jennison Mid-Cap Growth Fund, Inc. 21

Schedule of Investments (continued)

as of August 31, 2017

Industry Classification:

The industry classification of investments and liabilities in excess of other assets shown as a percentage of net assets as of August 31, 2017 were as follows (unaudited):

Software	8.9	%
IT Services	6.9
Health Care Equipment & Supplies	4.9
Equity Real Estate Investment Trusts (REITs)	4.8
Hotels, Restaurants & Leisure	4.7
Affiliated Mutual Funds (including 1.9% of collateral for securities on loan)	4.3
Semiconductors & Semiconductor Equipment	4.3
Capital Markets	3.9
Specialty Retail	3.9
Health Care Providers & Services	3.6
Electronic Equipment, Instruments & Components	3.3
Chemicals	2.9
Industrial Conglomerates	2.6
Biotechnology	2.6
Multiline Retail	2.4
Life Sciences Tools & Services	2.2
Real Estate Management & Development	2.2
Electrical Equipment	2.0
Professional Services	1.9
Mortgage Real Estate Investment Trusts (REITs)	1.8
Media	1.7
Household Products	1.7
Consumer Finance	1.7
Household Durables	1.7
Food Products	1.6	%
Pharmaceuticals	1.6
Auto Components	1.5
Commercial Services & Supplies	1.5
Oil, Gas & Consumable Fuels	1.4
Banks	1.4
Communications Equipment	1.4
Construction & Engineering	1.2
Building Products	1.1
Road & Rail	1.1
Containers & Packaging	1.0
Construction Materials	1.0
Internet & Direct Marketing Retail	0.9
Trading Companies & Distributors	0.8
Food & Staples Retailing	0.7
Machinery	0.6
Airlines	0.6
Aerospace & Defense	0.6
Textiles, Apparel & Luxury Goods	0.5
Energy Equipment & Services	0.5
	101.9
Liabilities in excess of other assets	(1.9	)
	100.0	%

Financial Instruments/Transactions—Summary of Offsetting and Netting Arrangements:

The Fund entered into financial instruments/transactions during the reporting period that are either offset in accordance with current requirements or are subject to enforceable master netting arrangements or similar agreements that permit offsetting. The information about offsetting and related netting arrangements for financial instruments/transactions, where the legal right to set-off exists, is presented in the summary below.

Offsetting of financial instruments/transactions assets and liabilities:

Description	Gross Market Value of Recognized Assets/(Liabilities)		Collateral Pledged/(Received)(1)			Net Amount
Securities on Loan	$	132,514,065	$	(132,514,065	)	$	—

(1) Collateral amount disclosed by the Fund is limited to the market value of financial instruments/transactions.

See Notes to Financial Statements.

22

This Page Intentionally Left Blank

Statement of Assets & Liabilities

as of August 31, 2017

Assets
Investments at value, including securities on loan of $132,514,065:
Unaffiliated investments (cost $4,753,754,712)	$	6,757,428,673
Affiliated investments (cost $299,091,010)		299,100,426
Receivable for investments sold		45,374,444
Receivable for Fund shares sold		6,051,628
Dividends receivable		3,465,829
Total assets		7,111,421,000
Liabilities
Payable to broker for collateral for securities on loan		133,476,812
Payable for investments purchased		26,212,684
Payable for Fund shares reacquired		20,135,779
Management fee payable		3,247,889
Accrued expenses and other liabilities		1,667,354
Distribution fee payable		579,081
Affiliated transfer agent fee payable		497,437
Deferred trustees’ fees		109
Total liabilities		185,817,145
Net Assets	$	6,925,603,855
Net assets were comprised of:
Common stock, at par	$	175,796
Paid-in capital in excess of par		4,288,821,245
		4,288,997,041
Undistributed net investment income		7,098,822
Accumulated net realized gain on investment transactions		625,824,615
Net unrealized appreciation on investments		2,003,683,377
Net assets, August 31, 2017	$	6,925,603,855

See Notes to Financial Statements.

24

Class A
Net asset value and redemption price per share ($1,475,746,648 ÷ 39,148,198 shares of common stock issued and outstanding)	$	37.70
Maximum sales charge (5.50% of offering price)		2.19
Maximum offering price to public	$	39.89
Class B
Net asset value, offering price and redemption price per share
($17,252,615 ÷ 566,241 shares of common stock issued and outstanding)	$	30.47
Class C
Net asset value, offering price and redemption price per share
($127,047,845 ÷ 4,168,907 shares of common stock issued and outstanding)	$	30.48
Class Q
Net asset value, offering price and redemption price per share
($1,585,339,736 ÷ 39,016,685 shares of common stock issued and outstanding)	$	40.63
Class R
Net asset value, offering price and redemption price per share
($197,803,129 ÷ 5,403,513 shares of common stock issued and outstanding)	$	36.61
Class Z
Net asset value, offering price and redemption price per share
($3,522,413,882 ÷ 87,492,113 shares of common stock issued and outstanding)	$	40.26

See Notes to Financial Statements.

Prudential Jennison Mid-Cap Growth Fund, Inc. 25

Statement of Operations

Year Ended August 31, 2017

Net Investment Income (Loss)
Income
Unaffiliated dividend income	$	57,808,338
Affiliated dividend income		1,022,922
Income from securities lending, net (including affiliated income of $185,222)		540,262
Total income		59,371,522
Expenses
Management fee		39,957,361
Distribution fee—Class A		5,894,545
Distribution fee—Class B		191,979
Distribution fee—Class C		1,376,953
Distribution fee—Class R		1,616,344
Transfer agent’s fees and expenses (including affiliated expense of $2,847,400)		10,865,000
Custodian and accounting fees		527,000
Shareholders’ reports		385,000
Registration fees		140,000
Directors’ fees		104,000
Legal fees and expenses		63,000
Audit fee		24,000
Commitment fee on syndicated credit agreement		10,000
Miscellaneous		131,542
Total expenses		61,286,724
Less: Distribution fee waiver—Class R		(538,802	)
Net expenses		60,747,922
Net investment income (loss)		(1,376,400	)
Realized And Unrealized Gain (Loss) On Investments
Net realized gain (loss) on investment transactions (including affiliated of $46,671)		761,105,720
Net change in unrealized appreciation (depreciation) on investments (including affiliated of $9,416)		285,070,933
Net gain (loss) on investment transactions		1,046,176,653
Net Increase (Decrease) In Net Assets Resulting From Operations	$	1,044,800,253

See Notes to Financial Statements.

26

Statement of Changes in Net Assets

	Year Ended August 31,
	2017			2016
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$	(1,376,400	)	$	(16,365,638	)
Net realized gain (loss) on investment transactions		761,105,720			347,185,570
Net change in unrealized appreciation (depreciation) on investments		285,070,933			(374,744,483	)
Net increase (decrease) in net assets resulting from operations		1,044,800,253			(43,924,551	)
Distributions from net realized gains
Class A		(146,980,877	)		(266,704,812	)
Class B		(1,503,996	)		(2,896,920	)
Class C		(10,792,763	)		(17,959,347	)
Class Q		(54,250,039	)		(73,047,979	)
Class R		(14,592,537	)		(25,966,611	)
Class Z		(216,687,522	)		(369,021,899	)
		(444,807,734	)		(755,597,568	)
Fund share transactions (Net of share conversions)
Net proceeds from shares sold		1,205,848,998			1,422,588,921
Net asset value of shares issued in reinvestment of dividends and distributions		405,250,678			677,189,574
Cost of shares reacquired		(3,017,924,932	)		(3,135,429,105	)
Net increase (decrease) in net assets from Fund share transactions		(1,406,825,256	)		(1,035,650,610	)
Total increase (decrease)		(806,832,737	)		(1,835,172,729	)
Net Assets:
Beginning of year		7,732,436,592			9,567,609,321
End of year(a)	$	6,925,603,855		$	7,732,436,592
(a) Includes undistributed net investment income of:	$	7,098,822		$	1,656,629

See Notes to Financial Statements.

Prudential Jennison Mid-Cap Growth Fund, Inc. 27

Notes to Financial Statements

Prudential Jennison Mid-Cap Growth Fund, Inc. (the “Fund”) is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as a diversified open-end management investment company.

The investment objective of the Fund is to achieve long-term capital appreciation.

1. Accounting Policies

The Fund follows investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 946 Financial Services—Investment Companies. The following accounting policies conform to U.S. generally accepted accounting principles. The Fund consistently follows such policies in the preparation of its financial statements.

Securities Valuation: The Fund holds securities and other assets and liabilities that are fair valued at the close of each day (generally, 4:00 PM Eastern time) the New York Stock Exchange (“NYSE”) is open for trading. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The Board of Directors (the “Board”) has adopted valuation procedures for security valuation under which fair valuation responsibilities have been delegated to PGIM Investments LLC (“PGIM Investments” or “the Manager”) (formerly known as Prudential Investments LLC). Under the current valuation procedures, the Valuation Committee is responsible for supervising the valuation of portfolio securities and other assets and liabilities. The valuation procedures permit the Fund to utilize independent pricing vendor services, quotations from market makers, and alternative valuation methods when market quotations are either not readily available or not deemed representative of fair value. A record of the Valuation Committee’s actions is subject to the Board’s review, approval, and ratification at its next regularly scheduled quarterly meeting.

Various inputs determine how the Fund’s investments are valued, all of which are categorized according to the three broad levels (Level 1, 2, or 3) detailed in the Schedule of Investments.

Common and preferred stocks, exchange-traded funds, and derivative instruments, such as futures or options, that are traded on a national securities exchange are valued at the last sale price as of the close of trading on the applicable exchange where the security principally trades. Securities traded via NASDAQ are valued at the NASDAQ official closing price. To the extent these securities are valued at the last sale price or NASDAQ official closing price, they are classified as Level 1 in the fair value hierarchy. In the event that no sale or official closing price on valuation date exists, these securities are generally valued at the mean between the

28

last reported bid and ask prices, or at the last bid price in the absence of an ask price. These securities are classified as Level 2 in the fair value hierarchy.

Investments in open-end, non-exchange-traded mutual funds are valued at their net asset values as of the close of the NYSE on the date of valuation. These securities are classified as Level 1 in the fair value hierarchy since they may be purchased or sold at their net asset values on the date of valuation.

Securities and other assets that cannot be priced according to the methods described above are valued based on pricing methodologies approved by the Board. In the event that unobservable inputs are used when determining such valuations, the securities will be classified as Level 3 in the fair value hierarchy.

When determining the fair value of securities, some of the factors influencing the valuation include: the nature of any restrictions on disposition of the securities; assessment of the general liquidity of the securities; the issuer’s financial condition and the markets in which it does business; the cost of the investment; the size of the holding and the capitalization of the issuer; the prices of any recent transactions or bids/offers for such securities or any comparable securities; any available analyst media or other reports or information deemed reliable by the investment adviser regarding the issuer or the markets or industry in which it operates. Using fair value to price securities may result in a value that is different from a security’s most recent closing price and from the price used by other unaffiliated mutual funds to calculate their net asset values.

Restricted and Illiquid Securities: Subject to guidelines adopted by the Board, the Fund may invest up to 15% of its net assets in illiquid securities, including those which are restricted as to disposition under securities law (“restricted securities”). Restricted securities are valued pursuant to the valuation procedures noted above. Illiquid securities are those that, because of the absence of a readily available market or due to legal or contractual restrictions on resale, cannot be sold within seven days in the ordinary course of business at approximately the amount at which the Fund has valued the investment. Therefore, the Fund may find it difficult to sell illiquid securities at the time considered most advantageous by its Subadviser and may incur expenses that would not be incurred in the sale of securities that were freely marketable. Certain securities that would otherwise be considered illiquid because of legal restrictions on resale to the general public may be traded among qualified institutional buyers under Rule 144A of the Securities Act of 1933. These Rule 144A securities, as well as commercial paper that is sold in private placements under Section 4(2) of the Securities Act, may be deemed liquid by the Fund’s Subadviser under the guidelines adopted by the Directors of the Fund. However, the liquidity of the Fund’s investments in Rule 144A securities could be impaired if trading does not develop or declines.

Master Netting Arrangements: The Fund is subject to various Master Agreements, or netting arrangements, with select counterparties. These are agreements which a subadviser may have negotiated and entered into on behalf of the Fund. A master netting

Prudential Jennison Mid-Cap Growth Fund, Inc. 29

Notes to Financial Statements (continued)

arrangement between the Fund and the counterparty permits the Fund to offset amounts payable by the Fund to the same counterparty against amounts to be received; and by the receipt of collateral from the counterparty by the Fund to cover the Fund’s exposure to the counterparty. However, there is no assurance that such mitigating factors are easily enforceable. In addition to master netting arrangements, the right to set-off exists when all the conditions are met such that each of the parties owes the other determinable amounts, the reporting party has the right to set-off the amount owed with the amount owed by the other party, the reporting party intends to set-off and the right of set-off is enforceable by law. During the reporting period, there was no intention to settle on a net basis and all amounts are presented on a gross basis on the Statement of Assets and Liabilities.

Securities Lending: The Fund may lend its portfolio securities to banks and broker-dealers. The loans are secured by collateral at least equal to the market value of the securities loaned. Collateral pledged by each borrower is invested in an affiliated money market fund and is marked to market daily, based on the previous day’s market value, such that the value of the collateral exceeds the value of the loaned securities. Loans are subject to termination at the option of the borrower or the Fund. Upon termination of the loan, the borrower will return to the Fund securities identical to the loaned securities. Should the borrower of the securities fail financially, the Fund has the right to repurchase the securities in the open market using the collateral. The Fund recognizes income, net of any rebate and securities lending agent fees, for lending its securities in the form of fees or interest on the investment of any cash received as collateral. The borrower receives all interest and dividends from the securities loaned and such payments are passed back to the lender in amounts equivalent thereto.

The Fund also continues to recognize any unrealized gain (loss) in the market price of the securities loaned and on the change in the value of the collateral invested that may occur during the term of the loan. In addition, realized gain (loss) is recognized on changes in the value of the collateral invested upon liquidation of the collateral. Net earnings from securities lending are disclosed on the Statement of Operations as “Income from securities lending, net”.

Equity and Mortgage Real Estate Investment Trusts (REITs): The Fund invests in Equity REITs, which report information on the source of their distributions annually. Based on current and historical information, a portion of distributions received from Equity REITs during the period is estimated to be dividend income, capital gain or return of capital and recorded accordingly. When material these estimates are adjusted periodically when the actual source of distributions is disclosed by the Equity REITs.

30

Concentration of Risk for REITs: Real estate securities are subject to the same risks as direct investments in real estate and mortgages, and their value will depend on the value of the underlying properties or the underlying loans or interests. The underlying loans may be subject to the risks of default or of prepayments that occur earlier or later than expected, and such loans may also include so-called “subprime” mortgages. The value of these securities will rise and fall in response to many factors, including economic conditions, the demand for rental property and interest rates. In particular, the value of these securities may decline when interest rates rise and will also be affected by the real estate market and by the management of the underlying properties.

In addition, investing in REITs involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. Equity REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent upon management skills, may not be diversified geographically or by property/mortgage asset type, and are subject to heavy cash flow dependency, default by borrowers and self-liquidation. REITs may be more volatile and/or more illiquid than other types of equity securities. REITs (especially mortgage REITs) are subject to interest rate risks. REITs may incur significant amounts of leverage. The Fund will indirectly bear a portion of the expenses, including management fees, paid by each REIT in which it invests, in addition to the expenses of the Fund.

Securities Transactions and Net Investment Income: Securities transactions are recorded on the trade date. Realized gains (losses) from investment and currency transactions are calculated on the specific identification method. Dividend income is recorded on the ex-date. Interest income, including amortization of premium and accretion of discount on debt securities, as required, is recorded on the accrual basis. Expenses are recorded on an accrual basis, which may require the use of certain estimates by management that may differ from actual.

Net investment income or loss (other than distribution fees which are charged directly to the respective class and transfer agency fees specific to Class Q shares which are charged to that share class) and unrealized and realized gains (losses) are allocated daily to each class of shares based upon the relative proportion of adjusted net assets of each class at the beginning of the day.

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 net investment income and capital gains, if any, to its shareholders. Therefore, no federal income tax provision is required. Withholding taxes on foreign dividends, interest and capital gains, if any, are recorded, net of reclaimable amounts, at the time the related income is earned.

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

Prudential Jennison Mid-Cap Growth Fund, Inc. 31

Notes to Financial Statements (continued)

distributions to shareholders, which are determined in accordance with federal income tax regulations and which may differ from generally accepted accounting principles, are recorded on the ex-date. Permanent book/tax differences relating to income and gain (loss) are reclassified amongst undistributed net investment income, accumulated net realized gain (loss) and paid-in capital in excess of par, as appropriate.

Estimates: The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.

2. Agreements

The Fund has a management agreement with PGIM Investments. Pursuant to this agreement, PGIM Investments has responsibility for all investment advisory services and supervises the subadviser’s performance of such services. PGIM Investments has entered into a subadvisory agreement with Jennison Associates LLC (“Jennison”). The subadvisory agreement provides that Jennison will furnish investment advisory services in connection with the management of the Fund. In connection therewith, Jennison is obligated to keep certain books and records of the Fund. PGIM Investments pays for the services of Jennison, the cost of 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 to PGIM Investments is accrued daily and payable monthly, at an annual rate of .60% of the Fund’s average daily net assets up to $1 billion and .55% of the average daily net assets in excess of $1 billion. The effective management fee rate was .56% for the year ended August 31, 2017.

The Fund has a distribution agreement with Prudential Investment Management Services LLC (“PIMS”), which acts as the distributor of the Fund’s Class A, Class B, Class C, Class Q, Class R and Class Z shares. The Fund compensates PIMS for distributing and servicing the Fund’s Class A, Class B, Class C, and Class R shares, pursuant to plans of distribution (the “Class A, B, C and R Plans”), regardless of expenses actually incurred by PIMS. The distribution fees are accrued daily and payable monthly. No distribution or service fees are paid to PIMS as distributor of the Class Q or Class Z shares of the Fund.

Pursuant to the Class A, B, C and R Plans, the Fund compensates PIMS for distribution related activities at an annual rate of up to .30%, 1%, 1% and .75% of the average daily net assets of the Class A, B, C and R shares, respectively. PIMS has contractually agreed through December 31, 2018 to limit such expenses to .50% of the average daily net assets of the Class R shares.

32

PIMS has advised the Fund that it received $296,887 in front-end sales charges resulting from sales of Class A shares during the year ended August 31, 2017. From these fees, PIMS paid such sales charges to affiliated broker-dealers, which in turn paid commissions to salespersons and incurred other distribution costs.

PIMS has advised the Fund that for the year ended August 31, 2017 that it received $18,418 and $2,240 in contingent deferred sales charges imposed upon redemptions by certain Class B and Class C shareholders, respectively.

PGIM Investments, PIMS and Jennison are indirect, wholly-owned subsidiaries of Prudential Financial, Inc. (“Prudential”).

3. Other Transactions with Affiliates

Prudential Mutual Fund Services LLC (“PMFS”), an affiliate of PGIM Investments and an indirect, wholly-owned subsidiary of Prudential, serves as the Fund’s transfer agent. Transfer agent’s fees and expenses in the Statement of Operations include certain out-of-pocket expenses paid to non-affiliates, where applicable.

The Fund may enter into certain securities purchase or sale transactions under Board approved Rule 17a-7 procedures. Rule 17a-7 is an exemptive rule under the 1940 Act, that permits purchase and sale transactions among affiliated investment companies, or between an investment company and a person that is affiliated solely by reason of having a common (or affiliated) investment adviser, common directors, and/or common officers. Such transactions are subject to ratification by the Board. For the reporting period ended August 31, 2017 no such transactions were entered into by the Fund.

The Fund may invest its overnight sweep cash in the Prudential Core Ultra Short Bond Fund (the “Core Fund”), and its securities lending cash collateral in the Prudential Institutional Money Market Fund (the “Money Market Fund”), each a series of Prudential Investment Portfolios 2, registered under the 1940 Act and managed by PGIM Investments. For the reporting period ended August 31, 2017, PGIM, Inc. was compensated $135,317 by PGIM Investments for managing the Fund’s securities lending cash collateral as subadviser to the Money Market Fund. Earnings from the Core Fund and Money Market Fund are disclosed on the Statement of Operations as “Affiliated dividend income” and “Income from securities lending, net”, respectively.

4. Portfolio Securities

The aggregate cost of purchases and proceeds from sales of portfolio securities (excluding short-term investments and U.S. Treasury securities) for the year ended August 31, 2017, were $2,423,484,294 and $4,287,466,503, respectively.

Prudential Jennison Mid-Cap Growth Fund, Inc. 33

Notes to Financial Statements (continued)

5. Distributions and Tax Information

Distributions to shareholders, which are determined in accordance with federal income tax regulations and which may differ from generally accepted accounting principles, are recorded on the ex-date. In order to present undistributed net investment income, accumulated net realized gain on investment transactions and paid-in capital in excess of par on the Statement of Assets and Liabilities that more closely represent their tax character, certain adjustments have been made to undistributed net investment income and accumulated net realized gain on investment transactions. For the year ended August 31, 2017, the adjustments were to increase undistributed net investment income and decrease accumulated net realized gain on investment transactions by $6,818,593 due to net operating losses offsetting capital gains and other book to tax differences. Net investment income (loss), net realized gain (loss) on investment transactions and net assets were not affected by this change.

For the year ended August 31, 2017, the tax character of dividends paid by the Fund was $444,807,734 of long-term capital gains. For the year ended August 31, 2016, the tax character of dividends paid was $755,597,568 of long-term capital gains.

As of August 31, 2017, the accumulated undistributed earnings on a tax basis were $62,705,108 of ordinary income and $595,084,962 of long-term capital gains. This differs from the amount shown on the Statement of Assets and Liabilities primarily due to cumulative timing differences between financial and tax reporting.

The United States federal income tax basis of the Fund’s investments and the net unrealized appreciation as of August 31, 2017 were as follows:

Tax Basis	Gross Unrealized Appreciation	Gross Unrealized Depreciation	Net Unrealized Appreciation
$5,077,712,246	$2,215,015,598	$(236,198,745)	$1,978,816,853

The difference between book basis and tax basis was primarily attributable to deferred losses on wash sales and other book to tax adjustments.

Management has analyzed the Fund’s tax positions taken on federal, state and local income tax returns for all open tax years and has concluded that no provision for income tax is required in the Fund’s financial statements for the current reporting period. The Fund’s federal, state and local income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

34

6. Capital

The Fund offers Class A, Class B, Class C, Class Q, Class R, and Class Z shares. Class A shares are sold with a front-end sales charge of up to 5.50%. Investors who purchase $1 million or more of Class A shares and redeem those shares within 12 months of purchase are subject to a contingent deferred sales charge (“CDSC”) of 1%, but are not subject to an initial sales charge. Class B shares are sold with a CDSC which declines from 5% to zero depending on the period of time the shares are held. Class B shares will automatically convert to Class A shares on a quarterly basis approximately seven years after purchase.Class B shares are closed to new purchases. Class C shares are sold with a CDSC of 1% on shares redeemed within the first 12 months of purchase. Class Q, Class R and Class Z shares are not subject to any sales or redemption charge and are offered exclusively for sale to a limited group of investors.

Under certain circumstances, an exchange may be made from specified share classes of the Fund to one or more other share classes of the Fund as presented in the table of transactions in shares of common stock.

There are 2 billion shares of $.001 par value common stock authorized divided into nine classes, designated Class A, Class B, Class C, Class Q, Class R, Class Z, Class T, Class R2 and Class R4, which consists of 345 million, 5 million, 25 million, 400 million, 125 million, 800 million, 100 million, 100 million and 100 million authorized shares, respectively. The Fund currently does not have any Class T, Class R2 and Class R4 shares outstanding.

At reporting period end, five shareholders of record held 41% of the Fund’s outstanding shares.

Transactions in shares of common stock were as follows:

Class A	Shares			Amount
Year ended August 31, 2017:
Shares sold		8,208,920		$	286,985,300
Shares issued in reinvestment of dividends and distributions		4,000,525			134,537,656
Shares reacquired		(22,912,054	)		(805,424,990	)
Net increase (decrease) in shares outstanding before conversion		(10,702,609	)		(383,902,034	)
Shares issued upon conversion from other share class(es)		332,524			11,870,890
Shares reacquired upon conversion into other share class(es)		(20,792,609	)		(736,390,133	)
Net increase (decrease) in shares outstanding		(31,162,694	)	$	(1,108,421,277	)
Year ended August 31, 2016:
Shares sold		11,349,267		$	392,677,540
Shares issued in reinvestment of dividends and distributions		7,188,765			245,496,309
Shares reacquired		(34,955,849	)		(1,189,454,656	)
Net increase (decrease) in shares outstanding before conversion		(16,417,817	)		(551,280,807	)
Shares issued upon conversion from other share class(es)		253,960			8,775,978
Shares reacquired upon conversion into other share class(es)		(781,273	)		(26,566,807	)
Net increase (decrease) in shares outstanding		(16,945,130	)	$	(569,071,636	)

Prudential Jennison Mid-Cap Growth Fund, Inc. 35

Notes to Financial Statements (continued)

Class B	Shares			Amount
Year ended August 31, 2017:
Shares sold		24,548		$	694,443
Shares issued in reinvestment of dividends and distributions		51,327			1,402,248
Shares reacquired		(123,949	)		(3,552,910	)
Net increase (decrease) in shares outstanding before conversion		(48,074	)		(1,456,219	)
Shares reacquired upon conversion into other share class(es)		(171,606	)		(4,984,648	)
Net increase (decrease) in shares outstanding		(219,680	)	$	(6,440,867	)
Year ended August 31, 2016:
Shares sold		9,658		$	278,323
Shares issued in reinvestment of dividends and distributions		96,480			2,734,244
Shares reacquired		(143,067	)		(4,068,702	)
Net increase (decrease) in shares outstanding before conversion		(36,929	)		(1,056,135	)
Shares reacquired upon conversion into other share class(es)		(188,412	)		(5,446,265	)
Net increase (decrease) in shares outstanding		(225,341	)	$	(6,502,400	)
Class C
Year ended August 31, 2017:
Shares sold		404,494		$	11,377,283
Shares issued in reinvestment of dividends and distributions		313,552			8,569,374
Shares reacquired		(1,301,171	)		(37,339,395	)
Net increase (decrease) in shares outstanding before conversion		(583,125	)		(17,392,738	)
Shares reacquired upon conversion into other share class(es)		(554,822	)		(16,028,317	)
Net increase (decrease) in shares outstanding		(1,137,947	)	$	(33,421,055	)
Year ended August 31, 2016:
Shares sold		279,790		$	7,951,015
Shares issued in reinvestment of dividends and distributions		486,047			13,779,429
Shares reacquired		(1,239,400	)		(34,883,361	)
Net increase (decrease) in shares outstanding before conversion		(473,563	)		(13,152,917	)
Shares reacquired upon conversion into other share class(es)		(157,808	)		(4,460,711	)
Net increase (decrease) in shares outstanding		(631,371	)	$	(17,613,628	)
Class Q
Year ended August 31, 2017:
Shares sold		6,998,497		$	264,516,657
Shares issued in reinvestment of dividends and distributions		1,411,436			50,995,193
Shares reacquired		(12,043,540	)		(457,183,707	)
Net increase (decrease) in shares outstanding before conversion		(3,633,607	)		(141,671,857	)
Shares issued upon conversion from other share class(es)		16,716,666			615,353,701
Shares reacquired upon conversion into other share class(es)		(32,653	)		(1,199,489	)
Net increase (decrease) in shares outstanding		13,050,406		$	472,482,355
Year ended August 31, 2016:
Shares sold		6,656,689		$	240,437,796
Shares issued in reinvestment of dividends and distributions		1,862,225			67,710,511
Shares reacquired		(5,319,143	)		(193,749,244	)
Net increase (decrease) in shares outstanding before conversion		3,199,771			114,399,063
Shares issued upon conversion from other share class(es)		217,243			7,765,019
Net increase (decrease) in shares outstanding		3,417,014		$	122,164,082

36

Class R	Shares			Amount
Year ended August 31, 2017:
Shares sold		812,968		$	27,895,369
Shares issued in reinvestment of dividends and distributions		428,752			14,024,490
Shares reacquired		(2,913,362	)		(99,689,707	)
Net increase (decrease) in shares outstanding before conversion		(1,671,642	)		(57,769,848	)
Shares issued upon conversion from other share class(es)		787			27,037
Net increase (decrease) in shares outstanding		(1,670,855	)	$	(57,742,811	)
Year ended August 31, 2016:
Shares sold		1,032,390		$	34,642,162
Shares issued in reinvestment of dividends and distributions		751,335			25,049,511
Shares reacquired		(3,445,130	)		(114,721,074	)
Net increase (decrease) in shares outstanding		(1,661,405	)	$	(55,029,401	)
Class Z
Year ended August 31, 2017:
Shares sold		16,330,266		$	614,379,946
Shares issued in reinvestment of dividends and distributions		5,459,462			195,721,717
Shares reacquired		(43,241,765	)		(1,614,734,223	)
Net increase (decrease) in shares outstanding before conversion		(21,452,037	)		(804,632,560	)
Shares issued upon conversion from other share class(es)		19,840,244			749,257,358
Shares reacquired upon conversion into other share class(es)		(16,923,509	)		(617,906,399	)
Net increase (decrease) in shares outstanding		(18,535,302	)	$	(673,281,601	)
Year ended August 31, 2016:
Shares sold		20,560,561		$	746,602,085
Shares issued in reinvestment of dividends and distributions		8,921,405			322,419,570
Shares reacquired		(44,367,629	)		(1,598,552,068	)
Net increase (decrease) in shares outstanding before conversion		(14,885,663	)		(529,530,413	)
Shares issued upon conversion from other shares class(es)		849,905			30,589,663
Shares reacquired upon conversion into other share class(es)		(298,506	)		(10,656,877	)
Net increase (decrease) in shares outstanding		(14,334,264	)	$	(509,597,627	)

7. Borrowings

The Fund, along with other affiliated registered investment companies (the “Funds”), is a party to a Syndicated Credit Agreement (“SCA”) with a group of banks. The purpose of the SCA is to provide an alternative source of temporary funding for capital share redemptions. The SCA provides for a commitment of $900 million for the period October 6, 2016 through October 5, 2017. The Funds pay an annualized commitment fee of .15% of the unused portion of the SCA. Prior to October 6, 2016, the Funds had another SCA that provided a commitment of $900 million and the Funds paid an annualized commitment fee of .11% of the unused portion of the SCA. The Fund’s portion of the commitment fee for the unused amount, allocated based upon a method approved by the Board, is accrued daily and paid quarterly. The interest on borrowings under the SCA is paid monthly and at a per annum interest rate based upon a contractual spread plus the higher of (1) the effective federal funds rate, (2) the 1-month LIBOR rate or (3) zero percent.

Prudential Jennison Mid-Cap Growth Fund, Inc. 37

Notes to Financial Statements (continued)

Subsequent to the reporting period end, the SCA has been renewed effective October 5, 2017 and will continue to provide a commitment of $900 million through October 4, 2018. The commitment fee paid by the Funds will continue to be .15% of the unused portion of the SCA. The interest on borrowings under both SCAs is paid monthly and at a per annum interest rate based upon a contractual spread plus the higher of (1) the effective federal funds rate, (2) the 1-month LIBOR rate or (3) zero percent.

Other affiliated registered investment companies that are parties to the SCA include portfolios that are subject to a predetermined mathematical formula used to manage certain benefit guarantees offered under variable annuity contracts. The formula may result in large scale asset flows into and out of the portfolios. Consequently, the portfolios may be more likely to utilize the SCA for purposes of funding redemptions. It may be possible for those portfolios to fully exhaust the committed amount of the SCA, thereby requiring the Manager to allocate available funding per a Board-approved methodology designed to treat the Funds in the SCA equitably.

The Fund did not utilize the SCA during the reporting period ended August 31, 2017.

8. Recent Accounting Pronouncements and Reporting Updates

In October 2016, the Securities and Exchange Commission (“SEC”) adopted new forms, rules and rule amendments intended to modernize and enhance the reporting and disclosure of information by registered investment companies and to improve the quality of information that registered investment companies provide to investors. Among the new reporting and disclosure requirements, the SEC would require registered investment companies to establish a liquidity risk management program and to file a new monthly Form N-PORT that provides more detailed information about fund holdings and their liquidity. In addition, the SEC is adopting new Form N-CEN which will require registered investment companies to annually report certain census-type information. The compliance dates are generally June 1, 2018 and December 1, 2018. Management is currently evaluating the impact to the funds.

9. Other

At the Fund’s Board meeting in March 2017, the Board approved a change in the methodology of allocating certain expenses, like Transfer Agent fees (including sub-transfer agent and networking fees) and Blue Sky fees. PGIM Investments implemented the changes effective September 1, 2017.

38

Financial Highlights

Class A Shares
	Year Ended August 31,
	2017			2016			2015			2014			2013
Per Share Operating Performance(a):
Net Asset Value, Beginning Of Year		$34.76			$37.93			$40.94			$35.49			$31.58
Income (loss) from investment operations:
Net investment income (loss)		(.08	)		(.13	)		(.12	)		(.04	)		.02
Net realized and unrealized gain (loss) on investments		5.27			.13			1.36			6.49			4.85
Total from investment operations		5.19			-	(d)		1.24			6.45			4.87
Less Dividends and Distributions:
Dividends from net investment income		-			-			-			-			(.04	)
Distributions from net realized gains		(2.25	)		(3.17	)		(4.25	)		(1.00	)		(.92	)
Total dividends and distributions		(2.25	)		(3.17	)		(4.25	)		(1.00	)		(.96	)
Net asset value, end of year		$37.70			$34.76			$37.93			$40.94			$35.49
Total Return(b):		15.72%			.14%			3.07%			18.42%			15.89%
Ratios/Supplemental Data:
Net assets, end of year (000)		$1,475,747			$2,444,209			$3,309,898			$3,760,224			$3,515,357
Average net assets (000)		$1,964,894			$2,840,531			$3,508,750			$3,759,607			$3,145,220
Ratios to average net assets(c):
Expenses after waivers and/or expense reimbursement		1.06%			1.06%			1.05%			1.05%			1.07%
Expenses before waivers and/or expense reimbursement		1.06%			1.06%			1.05%			1.05%			1.07%
Net investment income (loss)		(.23)%			(.37)%			(.29)%			(.09)%			.07%
Portfolio turnover rate		34%			24%			45%			42%			39%

(a) Calculated based on average shares outstanding during the year.

(b) Total return does not consider the effects of sales loads. Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to generally accepted accounting principles.

(c) Does not include expenses of the underlying portfolios in which the Fund invests.

(d) Less than $.005 per share.

See Notes to Financial Statements.

Prudential Jennison Mid-Cap Growth Fund, Inc. 39

Financial Highlights (continued)

Class B Shares
	Year Ended August 31,
	2017			2016			2015			2014			2013
Per Share Operating Performance(a):
Net Asset Value, Beginning Of Year		$28.71			$32.09			$35.51			$31.11			$27.96
Income (loss) from investment operations:
Net investment income (loss)		(.27	)		(.31	)		(.34	)		(.27	)		(.17	)
Net realized and unrealized gain (loss) on investments		4.28			.10			1.17			5.67			4.24
Total from investment operations		4.01			(.21	)		.83			5.40			4.07
Less Dividends and Distributions:
Distributions from net realized gains		(2.25	)		(3.17	)		(4.25	)		(1.00	)		(.92	)
Net asset value, end of year		$30.47			$28.71			$32.09			$35.51			$31.11
Total Return(b):		14.88%			(.53)%			2.32%			17.62%			15.05%
Ratios/Supplemental Data:
Net assets, end of year (000)		$17,253			$22,560			$32,455			$39,784			$40,676
Average net assets (000)		$19,198			$26,408			$36,900			$41,158			$39,816
Ratios to average net assets(c):
Expenses after waivers and/or expense reimbursement		1.76%			1.76%			1.75%			1.76%			1.76%
Expenses before waivers and/or expense reimbursement		1.76%			1.76%			1.75%			1.76%			1.76%
Net investment income (loss)		(.94)%			(1.07)%			(.99)%			(.80)%			(.60)%
Portfolio turnover rate		34%			24%			45%			42%			39%

(a) Calculated based on average shares outstanding during the year.

(b) Total return does not consider the effects of sales loads. Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to generally accepted accounting principles.

(c) Does not include expenses of the underlying portfolios in which the Fund invests.

See Notes to Financial Statements.

40

Class C Shares
	Year Ended August 31,
	2017			2016			2015			2014			2013
Per Share Operating Performance(a):
Net Asset Value, Beginning Of Year		$28.71			$32.10			$35.51			$31.12			$27.96
Income (loss) from investment operations:
Net investment income (loss)		(.27	)		(.31	)		(.34	)		(.27	)		(.19	)
Net realized and unrealized gain (loss) on investments		4.29			.09			1.18			5.66			4.27
Total from investment operations		4.02			(.22	)		.84			5.39			4.08
Less Dividends and Distributions:
Distributions from net realized gains		(2.25	)		(3.17	)		(4.25	)		(1.00	)		(.92	)
Net asset value, end of year		$30.48			$28.71			$32.10			$35.51			$31.12
Total Return(b):		14.91%			(.57)%			2.35%			17.59%			15.08%
Ratios/Supplemental Data:
Net assets, end of year (000)		$127,048			$152,365			$190,609			$215,599			$212,315
Average net assets (000)		$137,699			$165,788			$209,566			$220,173			$190,455
Ratios to average net assets(c):
Expenses after waivers and/or expense reimbursement		1.76%			1.76%			1.75%			1.76%			1.76%
Expenses before waivers and/or expense reimbursement		1.76%			1.76%			1.75%			1.76%			1.76%
Net investment income (loss)		(.93)%			(1.07)%			(1.00)%			(.80)%			(.63)%
Portfolio turnover rate		34%			24%			45%			42%			39%

(a) Calculated based on average shares outstanding during the year.

(b) Total return does not consider the effects of sales loads. Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to generally accepted accounting principles.

(c) Does not include expenses of the underlying portfolios in which the Fund invests.

See Notes to Financial Statements.

Prudential Jennison Mid-Cap Growth Fund, Inc. 41

Financial Highlights (continued)

Class Q Shares
	Year Ended August 31,
	2017			2016			2015			2014			2013
Per Share Operating Performance(a):
Net Asset Value, Beginning Of Year		$37.13			$40.13			$42.89			$36.95			$32.83
Income (loss) from investment operations:
Net investment income (loss)		.09			.04			.06			.15			.18
Net realized and unrealized gain (loss) on investments		5.66			.13			1.43			6.79			5.03
Total from investment operations		5.75			.17			1.49			6.94			5.21
Less Dividends and Distributions:
Dividends from net investment income		-			-			-			-			(.17	)
Distributions from net realized gains		(2.25	)		(3.17	)		(4.25	)		(1.00	)		(.92	)
Total dividends and distributions		(2.25	)		(3.17	)		(4.25	)		(1.00	)		(1.09	)
Net asset value, end of year		$40.63			$37.13			$40.13			$42.89			$36.95
Total Return(b):		16.24%			.58%			3.55%			19.03%			16.39%
Ratios/Supplemental Data:
Net assets, end of year (000)		$1,585,340			$964,093			$904,800			$676,208			$479,117
Average net assets (000)		$1,307,593			$914,522			$794,215			$569,472			$436,722
Ratios to average net assets(c):
Expenses after waivers and/or expense reimbursement		.58%			.58%			.58%			.58%			.59%
Expenses before waivers and/or expense reimbursement		.58%			.58%			.58%			.58%			.59%
Net investment income (loss)		.25%			.10%			.15%			.38%			.52%
Portfolio turnover rate		34%			24%			45%			42%			39%

(a) Calculated based on average shares outstanding during the year.

(b) Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to generally accepted accounting principles.

(c) Does not include expenses of the underlying portfolios in which the Fund invests.

See Notes to Financial Statements.

42

Class R Shares
	Year Ended August 31,
	2017			2016			2015			2014			2013
Per Share Operating Performance(a):
Net Asset Value, Beginning Of Year		$33.89			$37.13			$40.23			$34.96			$31.15
Income (loss) from investment operations:
Net investment income (loss)		(.15	)		(.19	)		(.19	)		(.12	)		(.04	)
Net realized and unrealized gain (loss) on investments		5.12			.12			1.34			6.39			4.77
Total from investment operations		4.97			(.07	)		1.15			6.27			4.73
Less Dividends and Distributions:
Distributions from net realized gains		(2.25	)		(3.17	)		(4.25	)		(1.00	)		(.92	)
Net asset value, end of year		$36.61			$33.89			$37.13			$40.23			$34.96
Total Return(b):		15.46%			(.05)%			2.89%			18.18%			15.64%
Ratios/Supplemental Data:
Net assets, end of year (000)		$197,803			$239,720			$324,329			$375,174			$369,743
Average net assets (000)		$215,521			$272,878			$361,697			$383,032			$332,920
Ratios to average net assets(c):
Expenses after waivers and/or expense reimbursement		1.26%			1.26%			1.25%			1.26%			1.26%
Expenses before waivers and/or expense reimbursement		1.51%			1.51%			1.50%			1.51%			1.51%
Net investment income (loss)		(.43)%			(.57)%			(.50)%			(.30)%			(.12)%
Portfolio turnover rate		34%			24%			45%			42%			39%

(a) Calculated based on average shares outstanding during the year.

(b) Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to generally accepted accounting principles.

(c) Does not include expenses of the underlying portfolios in which the Fund invests.

See Notes to Financial Statements.

Prudential Jennison Mid-Cap Growth Fund, Inc. 43

Financial Highlights (continued)

Class Z Shares
	Year Ended August 31,
	2017			2016			2015			2014			2013
Per Share Operating Performance(a):
Net Asset Value, Beginning Of Year		$36.87			$39.93			$42.76			$36.92			$32.80
Income (loss) from investment operations:
Net investment income (loss)		.02			(.03	)		-	(d)		0.08			.12
Net realized and unrealized gain (loss) on investments		5.62			.14			1.42			6.76			5.04
Total from investment operations		5.64			.11			1.42			6.84			5.16
Less Dividends and Distributions:
Dividends from net investment income		-			-			-			-			(.12	)
Distributions from net realized gains		(2.25	)		(3.17	)		(4.25	)		(1.00	)		(.92	)
Total dividends and distributions		(2.25	)		(3.17	)		(4.25	)		(1.00	)		(1.04	)
Net asset value, end of year		$40.26			$36.87			$39.93			$42.76			$36.92
Total Return(b):		16.05%			.43%			3.38%			18.77%			16.23%
Ratios/Supplemental Data:
Net assets, end of year (000)		$3,522,414			$3,909,489			$4,805,518			$5,157,002			$4,365,726
Average net assets (000)		$3,529,158			$4,229,836			$5,173,326			$4,850,885			$3,637,810
Ratios to average net assets(c):
Expenses after waivers and/or expense reimbursement		.76%			.76%			.75%			.77%			.77%
Expenses before waivers and/or expense reimbursement		.76%			.76%			.75%			.77%			.77%
Net investment income (loss)		.07%			(.07)%			-%	(e)		.19%			.35%
Portfolio turnover rate		34%			24%			45%			42%			39%

(a) Calculated based on average shares outstanding during the year.

(b) Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to generally accepted accounting principles.

(c) Does not include expenses of the underlying portfolios in which the Fund invests.

(d) Less than $.005 per share.

(e) Less than .005%

See Notes to Financial Statements.

44

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

Prudential Jennison Mid-Cap Growth Fund, Inc.:

We have audited the accompanying statement of assets and liabilities of Prudential Jennison Mid-Cap Growth Fund, Inc. (the “Fund”), including the schedule of investments, as of August 31, 2017, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of August 31, 2017, by correspondence with the custodian, transfer agent and brokers or by other appropriate auditing procedures when replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Fund as of August 31, 2017, and the results of its operations, changes in its net assets, and the financial highlights for the periods described in the first paragraph above, in conformity with U.S. generally accepted accounting principles.

New York, New York

October 17, 2017

Prudential Jennison Mid-Cap Growth Fund, Inc. 45

Tax Information (unaudited)

We are advising you that during the year ended August 31, 2017, the Fund reports the maximum amount allowed per share, but not less than $2.25 for Class A, B, C, Q, R, and Z shares as a capital gain distribution in accordance with Section 852(b)(3)(C) of the Internal Revenue Code.

In January 2018, you will be advised on IRS Form 1099-DIV or substitute 1099-DIV as to the federal tax status of the distributions received by you in calendar year 2017.

46

INFORMATION ABOUT BOARD MEMBERS AND OFFICERS

(Unaudited)

Information about Board Members and Officers of the Fund is set forth below. Board Members who are not deemed to be “interested persons” of the Fund, as defined in the 1940 Act, are referred to as “Independent Board Members.” Board Members who are deemed to be “interested persons” of the Fund are referred to as “Interested Board Members.” The Board Members are responsible for the overall supervision of the operations of the Fund and perform the various duties imposed on the directors of investment companies by the 1940 Act. The Board in turn elects the Officers, who are responsible for administering the day-to-day operations of the Fund.

Independent Board Members(1)
Name, Address, Age Position(s) Portfolios Overseen	Principal Occupation(s) During Past Five Years	Other Directorships Held During Past Five Years
Ellen S. Alberding (59) Board Member Portfolios Overseen: 89	President and Board Member, The Joyce Foundation (charitable foundation) (since 2002); Vice Chair, City Colleges of Chicago (community college system) (since 2011); Trustee, Skills for America’s Future (national initiative to connect employers to community colleges) (since 2011); Trustee, National Park Foundation (charitable foundation for national park system) (since 2009); Trustee, Economic Club of Chicago (since 2009).	None.
Kevin J. Bannon (65) Board Member Portfolios Overseen: 89	Retired; Managing Director (April 2008-May 2015) and Chief Investment Officer (October 2008-November 2013) of Highmount Capital LLC (registered investment adviser); formerly Executive Vice President and Chief Investment Officer (April 1993-August 2007) of Bank of New York Company; President (May 2003-May 2007) of BNY Hamilton Family of Mutual Funds.	Director of Urstadt Biddle Properties (equity real estate investment trust) (since September 2008).
Linda W. Bynoe (65) Board Member Portfolios Overseen: 89	President and Chief Executive Officer (since March 1995) and formerly Chief Operating Officer (December 1989-February 1995) of Telemat Ltd. (management consulting); formerly Vice President (January 1985-June 1989) at Morgan Stanley & Co. (broker-dealer).	Director of Simon Property Group, Inc. (retail real estate) (May 2003-May 2012); Director of Anixter International, Inc. (communication products distributor) (since January 2006); Director of Northern Trust Corporation (financial services) (since April 2006); Trustee of Equity Residential (residential real estate) (since December 2009).

Prudential Jennison Mid-Cap Growth Fund, Inc.

Independent Board Members(1)
Name, Address, Age Position(s) Portfolios Overseen	Principal Occupation(s) During Past Five Years	Other Directorships Held During Past Five Years
Barry H. Evans (56)± Board Member Portfolios Overseen: 89	Retired; Formerly President (2005-2016), Global Chief Operating Officer (2014-2016), Chief Investment Officer-Global Head of Fixed Income (1998-2014), and various portfolio manager roles (1986-2006), Manulife Asset Management U.S.	Director, Manulife Trust Company (2011-present); Director, Manulife Asset Management Limited (2015-present); Formerly Chairman of the Board of Directors of Manulife Asset Management U.S. (2005-2016); Formerly Chairman of the Board, Declaration Investment Management and Research (2008-2016).
Keith F. Hartstein (61) Board Member & Independent Chair Portfolios Overseen: 89	Retired; Member (since November 2014) of the Governing Council of the Independent Directors Council (organization of independent mutual fund directors); formerly President and Chief Executive Officer (2005-2012), Senior Vice President (2004-2005), Senior Vice President of Sales and Marketing (1997-2004), and various executive management positions (1990-1997), John Hancock Funds, LLC (asset management); Chairman, Investment Company Institute’s Sales Force Marketing Committee (2003-2008).	None.
Laurie Simon Hodrick (55)± Board Member Portfolios Overseen: 89	A. Barton Hepburn Professor of Economics in the Faculty of Business, Columbia Business School (since 1996); Visiting Professor of Law and Rock Center for Corporate Governance Fellow, Stanford Law School (since 2015); Visiting Fellow, Hoover Institution, Stanford University (since 2015); Sole Member, ReidCourt LLC (since 2008) (a consulting firm); Formerly Managing Director, Global Head of Alternative Investment Strategies, Deutsche Bank (2006-2008); Formerly Director/Trustee, Merrill Lynch Investment Managers Funds (1999-2006).	Independent Director, Corporate Capital Trust (since April 2017) (a business development company).
Michael S. Hyland, CFA (72) Board Member Portfolios Overseen: 89	Retired (since February 2005); formerly Senior Managing Director (July 2001-February 2005) of Bear Stearns & Co, Inc.; Global Partner, INVESCO (1999-2001); Managing Director and President of Salomon Brothers Asset Management (1989-1999).	None.

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Independent Board Members(1)
Name, Address, Age Position(s) Portfolios Overseen	Principal Occupation(s) During Past Five Years	Other Directorships Held During Past Five Years
Richard A. Redeker (74) Board Member & Independent Vice Chair Portfolios Overseen: 87	Retired Mutual Fund Senior Executive (47 years); Management Consultant; Director, Mutual Fund Directors Forum (since 2014); Independent Directors Council (organization of independent mutual fund directors)-Executive Committee, Chair of Policy Steering Committee, Governing Council.	None.
Stephen G. Stoneburn (74) Board Member Portfolios Overseen: 89	Chairman (since July 2011), President and Chief Executive Officer (since June 1996) of Frontline Medical Communications (publishing company); formerly President (June 1995-June 1996) of Argus Integrated Media, Inc.; Senior Vice President and Managing Director (January 1993-1995) of Cowles Business Media; Senior Vice President of Fairchild Publications, Inc. (1975-1989).	None.

± Mr. Evans and Ms. Hodrick joined the Board effective as of September 1, 2017.

Interested Board Members(1)
Name, Address, Age Position(s) Portfolios Overseen	Principal Occupation(s) During Past Five Years	Other Directorships Held During Past Five Years
Stuart S. Parker (55) Board Member & President Portfolios Overseen: 89	President of PGIM Investments LLC (formerly known as Prudential Investments LLC) (since January 2012); Executive Vice President of Prudential Investment Management Services LLC (since December 2012); Executive Vice President of Jennison Associates LLC and Head of Retail Distribution of PGIM Investments LLC (June 2005-December 2011).	None.

Prudential Jennison Mid-Cap Growth Fund, Inc.

Interested Board Members(1)
Name, Address, Age Position(s) Portfolios Overseen	Principal Occupation(s) During Past Five Years	Other Directorships Held During Past Five Years
Scott E. Benjamin (44) Board Member & Vice President Portfolios Overseen: 89	Executive Vice President (since June 2009) of PGIM Investments LLC; Executive Vice President (June 2009-June 2012) and Vice President (since June 2012) of Prudential Investment Management Services LLC; Executive Vice President (since September 2009) of AST Investment Services, Inc.; Senior Vice President of Product Development and Marketing, PGIM Investments (since February 2006); Vice President of Product Development and Product Management, Prudential Investments (2003-2006).	None.
Grace C. Torres* (58) Board Member Portfolios Overseen: 88	Retired; formerly Treasurer and Principal Financial and Accounting Officer of the Prudential Funds, Target Funds, Advanced Series Trust, Prudential Variable Contract Accounts and The Prudential Series Fund (1998-June 2014); Assistant Treasurer (March 1999-June 2014) and Senior Vice President (September 1999-June 2014) of PGIM Investments LLC; Assistant Treasurer (May 2003-June 2014) and Vice President (June 2005-June 2014) of AST Investment Services, Inc.; Senior Vice President and Assistant Treasurer (May 2003-June 2014) of Prudential Annuities Advisory Services, Inc.	Director (since July 2015) of Sun Bancorp, Inc. N.A. and Sun National Bank

* Note: Prior to her retirement in 2014, Ms. Torres was employed by PGIM Investments LLC. Due to her prior employment, she is considered to be an “interested person” under the 1940 Act. Ms. Torres is a Non-Management Interested Board Member.

⁽¹⁾  The year that each Board Member joined the Board is as follows:

Ellen S. Alberding, 2013; Kevin J. Bannon, 2008; Linda W. Bynoe, 2005; Barry H. Evans, 2017; Keith F. Hartstein, 2013; Laurie Simon Hodrick, 2017; Michael S. Hyland, 2008; Richard A. Redeker, 1996; Stephen G. Stoneburn, 2003; Grace C. Torres, 2014; Stuart S. Parker, Board Member and President since 2012; Scott E. Benjamin, Board Member since 2010 and Vice President since 2009.

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Fund Officers(a)
Name, Address and Age Position with Fund	Principal Occupation(s) During Past Five Years	Length of Service as Fund Officer
Raymond A. O’Hara (62) Chief Legal Officer	Vice President and Corporate Counsel (since July 2010) of Prudential Insurance Company of America (Prudential); Vice President (March 2011-Present) of Pruco Life Insurance Company and Pruco Life Insurance Company of New Jersey; Vice President and Corporate Counsel (March 2011-Present) of Prudential Annuities Life Assurance Corporation; Chief Legal Officer of PGIM Investments LLC (since June 2012); Chief Legal Officer of Prudential Mutual Fund Services LLC (since June 2012) and Corporate Counsel of AST Investment Services, Inc. (since June 2012); formerly Assistant Vice President and Corporate Counsel (September 2008-July 2010) of The Hartford Financial Services Group, Inc.; formerly Associate (September 1980-December 1987) and Partner (January 1988-August 2008) of Blazzard & Hasenauer, P.C. (formerly, Blazzard, Grodd & Hasenauer, P.C.).	Since 2012
Chad A. Earnst (42) Chief Compliance Officer	Chief Compliance Officer (September 2014-Present) of PGIM Investments LLC; Chief Compliance Officer (September 2014-Present) of the Prudential Funds, Target Funds, Advanced Series Trust, The Prudential Series Fund, Prudential’s Gibraltar Fund, Inc., Prudential Global Short Duration High Yield Income Fund, Inc., Prudential Short Duration High Yield Fund, Inc. and Prudential Jennison MLP Income Fund, Inc.; formerly Assistant Director (March 2010-August 2014) of the Asset Management Unit, Division of Enforcement, US Securities & Exchange Commission; Assistant Regional Director (January 2010-August 2014), Branch Chief (June 2006-December 2009) and Senior Counsel (April 2003-May 2006) of the Miami Regional Office, Division of Enforcement, US Securities & Exchange Commission.	Since 2014
Deborah A. Docs (59) Secretary	Vice President and Corporate Counsel (since January 2001) of Prudential; Vice President (since December 1996) and Assistant Secretary (since March 1999) of PGIM Investments LLC; formerly Vice President and Assistant Secretary (May 2003-June 2005) of AST Investment Services, Inc.	Since 2004
Jonathan D. Shain (59) Assistant Secretary	Vice President and Corporate Counsel (since August 1998) of Prudential; Vice President and Assistant Secretary (since May 2001) of PGIM Investments LLC; Vice President and Assistant Secretary (since February 2001) of Prudential Mutual Fund Services LLC; formerly Vice President and Assistant Secretary (May 2003-June 2005) of AST Investment Services, Inc.	Since 2005
Claudia DiGiacomo (43) Assistant Secretary	Vice President and Corporate Counsel (since January 2005) of Prudential; Vice President and Assistant Secretary of PGIM Investments LLC (since December 2005); Associate at Sidley Austin Brown & Wood LLP (1999-2004).	Since 2005

Prudential Jennison Mid-Cap Growth Fund, Inc.

Fund Officers(a)
Name, Address and Age Position with Fund	Principal Occupation(s) During Past Five Years	Length of Service as Fund Officer
Andrew R. French (54) Assistant Secretary	Vice President and Corporate Counsel (since February 2010) of Prudential; formerly Director and Corporate Counsel (2006-2010) of Prudential; Vice President and Assistant Secretary (since January 2007) of PGIM Investments LLC; Vice President and Assistant Secretary (since January 2007) of Prudential Mutual Fund Services LLC.	Since 2006
Charles H. Smith (44) Anti-Money Laundering Compliance Officer	Vice President, Corporate Compliance, Anti-Money Laundering Unit (since January 2015) of Prudential; committee member of the American Council of Life Insurers Anti-Money Laundering and Critical Infrastructure Committee (since January 2016); formerly Global Head of Economic Sanctions Compliance at AIG Property Casualty (February 2007-December 2014); Assistant Attorney General at the New York State Attorney General’s Office, Division of Public Advocacy. (August 1998-January 2007).	Since 2016
M. Sadiq Peshimam (53) Treasurer and Principal Financial and Accounting Officer	Vice President (since 2005) of PGIM Investments LLC; formerly Assistant Treasurer of funds in the Prudential Mutual Fund Complex (2006-2014).	Since 2006
Peter Parrella (59) Assistant Treasurer	Vice President (since 2007) and Director (2004-2007) within Prudential Mutual Fund Administration; formerly Tax Manager at SSB Citi Fund Management LLC (1997-2004).	Since 2007
Lana Lomuti (50) Assistant Treasurer	Vice President (since 2007) and Director (2005-2007), within Prudential Mutual Fund Administration; formerly Assistant Treasurer (December 2007-February 2014) of The Greater China Fund, Inc.	Since 2014
Linda McMullin (56) Assistant Treasurer	Vice President (since 2011) and Director (2008-2011) within Prudential Mutual Fund Administration.	Since 2014
Kelly A. Coyne (49) Assistant Treasurer	Director, Investment Operations of Prudential Mutual Fund Services LLC (since 2010).	Since 2015

^(a)  Excludes Mr. Parker and Mr. Benjamin, interested Board Members who also serve as President and Vice President, respectively.

Explanatory Notes to Tables:

• Board Members are deemed to be “Interested,” as defined in the 1940 Act, by reason of their affiliation with PGIM Investments LLC and/or an affiliate of PGIM Investments LLC.

• Unless otherwise noted, the address of all Board Members and Officers is c/o PGIM Investments LLC, 655 Broad Street, Newark, New Jersey 07102-4410.

• There is no set term of office for Board Members or Officers. The Board Members have adopted a retirement policy, which calls for the retirement of Board Members on December 31 of the year in which they reach the age of 75.

• “Other Directorships Held” includes only directorships of companies required to register or file reports with the SEC under the 1934 Act (that is, “public companies”) or other investment companies registered under the 1940 Act.

• “Portfolios Overseen” includes all investment companies managed by PGIM Investments LLC. The investment companies for which PGIM Investments LLC serves as manager include the Prudential Mutual Funds, The Prudential Variable Contract Accounts, Target Mutual Funds, Prudential Short Duration High Yield Fund, Inc., Prudential Global Short Duration High Yield Fund, Inc., The Prudential Series Fund, Prudential’s Gibraltar Fund, Inc. and the Advanced Series Trust.

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Approval of Advisory Agreements

The Fund’s Board of Directors

The Board of Directors (the “Board”) of Prudential Jennison Mid-Cap Growth Fund, Inc. (the “Fund”) consists of twelve individuals, nine of whom are not “interested persons” of the Fund, as defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Directors”). The Board is responsible for the oversight of the Fund and its operations, and performs the various duties imposed on the directors of investment companies by the 1940 Act. The Independent Directors have retained independent legal counsel to assist them in connection with their duties. The Chair of the Board is an Independent Director. The Board has established four standing committees: the Audit Committee, the Nominating and Governance Committee, and two Investment Committees. Each committee is chaired by, and composed of, Independent Directors.

Annual Approval of the Fund’s Advisory Agreements

As required under the 1940 Act, the Board determines annually whether to renew the Fund’s management agreement with PGIM Investments LLC (“PGIM Investments”) and the Fund’s subadvisory agreement with Jennison Associates LLC (“Jennison”). In considering the renewal of the agreements, the Board, including all of the Independent Directors,¹ met on June 6-8, 2017 and approved the renewal of the agreements through July 31, 2018, after concluding that the renewal of the agreements was in the best interests of the Fund and its shareholders.

In advance of the meetings, the Board requested and received materials relating to the agreements, and had the opportunity to ask questions and request further information in connection with its consideration. Among other things, the Board considered comparative fee information from PGIM Investments and Jennison. Also, the Board considered comparisons with other mutual funds in relevant Peer Universes and Peer Groups, as is further discussed below.

In approving the agreements, the Board, including the Independent Directors advised by independent legal counsel, considered the factors it deemed relevant, including the nature, quality and extent of services provided by PGIM Investments and the subadviser, the performance of the Fund, the profitability of PGIM Investments and its affiliates, expenses and fees, and the potential for economies of scale that may be shared with the Fund and its shareholders as the Fund’s assets grow. In their deliberations, the Directors did not identify any single factor which alone was responsible for the Board’s decision to approve the agreements with respect to the Fund. In connection with its deliberations, the Board considered information provided by PGIM Investments throughout the year at regular Board meetings, presentations from portfolio managers and other information, as well as information furnished at or in advance of the meetings on June 6-8, 2017.

¹  Barry H. Evans and Laurie Simon Hodrick joined the Board effective as of September 1, 2017. Neither Mr. Evans nor Ms. Hodrick participated in the consideration of the renewal of the advisory agreements.

Prudential Jennison Mid-Cap Growth Fund, Inc.

Approval of Advisory Agreements (continued)

The Directors determined that the overall arrangements between the Fund and PGIM Investments, which serves as the Fund’s investment manager pursuant to a management agreement, and between PGIM Investments and Jennison, which serves as the Fund’s subadviser pursuant to the terms of a subadvisory agreement with PGIM Investments, are in the best interests of the Fund and its shareholders in light of the services performed, fees charged and such other matters as the Directors considered relevant in the exercise of their business judgment.

The material factors and conclusions that formed the basis for the Directors’ reaching their determinations to approve the continuance of the agreements are separately discussed below.

Nature, Quality and Extent of Services

The Board received and considered information regarding the nature, quality and extent of services provided to the Fund by PGIM Investments and Jennison. The Board considered the services provided by PGIM Investments, including but not limited to the oversight of the subadviser for the Fund, as well as the provision of fund recordkeeping, compliance, and other services to the Fund. With respect to PGIM Investments’ oversight of the subadviser, the Board noted that PGIM Investments’ Strategic Investment Research Group (“SIRG”), which is a business unit of PGIM Investments, is responsible for monitoring and reporting to PGIM Investments’ senior management on the performance and operations of the subadviser. The Board also considered that PGIM Investments pays the salaries of all of the officers and interested Directors of the Fund who are part of Fund management. The Board also considered the investment subadvisory services provided by Jennison, as well as adherence to the Fund’s investment restrictions and compliance with applicable Fund policies and procedures. The Board considered PGIM Investments’ evaluation of the subadviser, as well as PGIM Investments’ recommendation, based on its review of the subadviser, to renew the subadvisory agreement.

The Board considered the qualifications, backgrounds and responsibilities of PGIM Investments’ senior management responsible for the oversight of the Fund and Jennison, and also considered the qualifications, backgrounds and responsibilities of Jennison’s portfolio managers who are responsible for the day-to-day management of the Fund’s portfolio. The Board was provided with information pertaining to PGIM Investments’ and Jennison’s organizational structure, senior management, investment operations, and other relevant information pertaining to both PGIM Investments and Jennison. The Board also noted that it received favorable compliance reports from the Fund’s Chief Compliance Officer (“CCO”) as to both PGIM Investments and Jennison. The Board noted that Jennison is affiliated with PGIM Investments.

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The Board concluded that it was satisfied with the nature, extent and quality of the investment management services provided by PGIM Investments and the subadvisory services provided to the Fund by Jennison, and that there was a reasonable basis on which to conclude that the Fund benefits from the services provided by PGIM Investments and Jennison under the management and subadvisory agreements.

Costs of Services and Profits Realized by PGIM Investments

The Board was provided with information on the profitability of PGIM Investments and its affiliates in serving as the Fund’s investment manager. The Board discussed with PGIM Investments the methodology utilized in assembling the information regarding profitability and considered its reasonableness. The Board recognized that it is difficult to make comparisons of profitability from fund management contracts because comparative information is not generally publicly available and is affected by numerous factors, including the structure of the particular adviser, the types of funds it manages, its business mix, numerous assumptions regarding allocations and the adviser’s capital structure and cost of capital. The Board further noted that the subadviser is affiliated with PGIM Investments and that its profitability is reflected in PGIM Investments’ profitability report. Taking these factors into account, the Board concluded that the profitability of PGIM Investments and its affiliates in relation to the services rendered was not unreasonable.

Economies of Scale

The Board received and discussed information concerning economies of scale that PGIM Investments may realize as the Fund’s assets grow beyond current levels. The Board noted that the management fee schedule for the Fund includes breakpoints, which have the effect of decreasing the fee rate as assets increase, and that at its current level of assets the Fund’s effective fee rate reflected those rate reductions. The Board took note that the Fund’s fee structure currently results in benefits to Fund shareholders whether or not PGIM Investments realizes any economies of scale. The Board noted that economies of scale can be shared with the Fund in other ways, including low management fees from inception, additional technological and personnel investments to enhance shareholder services, and maintaining existing expense structures in the face of a rising cost environment. The Board also considered PGIM Investments’ assertion that it continually evaluates the management fee schedule of the Fund and the potential to share economies of scale through breakpoints or fee waivers as asset levels increase.

The Board recognized the inherent limitations of any analysis of economies of scale, stemming largely from the Board’s understanding that most of PGIM Investments’ costs are not specific to individual funds, but rather are incurred across a variety of products and services.

Prudential Jennison Mid-Cap Growth Fund, Inc.

Approval of Advisory Agreements (continued)

Other Benefits to PGIM Investments and Jennison

The Board considered potential ancillary benefits that might be received by PGIM Investments and Jennison and their affiliates as a result of their relationship with the Fund. The Board concluded that potential benefits to be derived by PGIM Investments included transfer agency fees received by the Fund’s transfer agent (which is affiliated with PGIM Investments), as well as benefits to its reputation or other intangible benefits resulting from PGIM Investments’ association with the Fund. The Board concluded that the potential benefits to be derived by Jennison included its ability to use soft dollar credits, as well as the potential benefits consistent with those generally resulting from an increase in assets under management, specifically, potential access to additional research resources and benefits to its reputation. The Board concluded that the benefits derived by PGIM Investments and Jennison were consistent with the types of benefits generally derived by investment managers and subadvisers to mutual funds.

Performance of the Fund / Fees and Expenses

The Board considered certain additional specific factors and made related conclusions relating to the historical performance of the Fund for the one-, three-, five- and ten-year periods ended December 31, 2016.

The Board also considered the Fund’s actual management fee, as well as the Fund’s net total expense ratio, for the fiscal year ended August 31, 2016. The Board considered the management fee for the Fund as compared to the management fee charged by PGIM Investments to other funds and the fee charged by other advisers to comparable mutual funds in a Peer Group. The actual management fee represents the fee rate actually paid by Fund shareholders and includes any fee waivers or reimbursements. The net total expense ratio for the Fund represents the actual expense ratio incurred by Fund shareholders.

The mutual funds included in the Peer Universe (the Lipper Mid-Cap Growth Funds Performance Universe), which was used to consider performance, and the Peer Group, which was used to consider fees and expenses, were objectively determined by Broadridge, an independent provider of mutual fund data. The comparisons placed the Fund in various quartiles, with the first quartile being the best 25% of the mutual funds (for performance, the best performing mutual funds and, for expenses, the lowest cost mutual funds).

The section below summarizes key factors considered by the Board and the Board’s conclusions regarding the Fund’s performance, fees and overall expenses. The table sets forth gross performance comparisons (which do not reflect the impact on performance of fund expenses, or any subsidies, expense caps or waivers that may be applicable) with the Peer Universe, actual management fees with the Peer Group (which reflect the impact of

Visit our website at pgiminvestments.com

any subsidies or fee waivers), and net total expenses with the Peer Group, each of which were key factors considered by the Board.

Performance	1 Year	3 Years	5 Years	10 Years
	3rd Quartile	3rd Quartile	4th Quartile	2nd Quartile
Actual Management Fees: 1st Quartile
Net Total Expenses: 1st Quartile

• The Board noted that the Fund outperformed its benchmark index over the ten-year period.

• The Board also noted that while bottom quartile performance in 2013 continued to impact longer-term results, performance had improved during the second half of 2016 and the first quarter of 2017. In this regard, the Board noted that the Fund had outperformed its benchmark index and ranked in the second quartile in its Peer Universe during the first quarter of 2017.

• The Board also considered PGIM Investments’ assertion that, due to its lower risk posture compared with its benchmark index and peers, the Fund typically does well during market downturns, when volatility rises and investors reward safety and quality (such as 2008 and 2011). In this regard, the Board noted that, for each of the calendar years 2008 and 2011, the Fund outperformed its benchmark and ranked in the first quartile, compared to its Peer Universe.

• The Board concluded that, in light of the above, it would be in the best interests of the Fund and its shareholders to renew the agreements.

• The Board concluded that the management fees (including subadvisory fees) and total expenses were reasonable in light of the services provided.

*    *    *

After full consideration of these factors, the Board concluded that the approval of the agreements was in the best interests of the Fund and its shareholders.

Prudential Jennison Mid-Cap Growth Fund, Inc.

∎   MAIL	∎   TELEPHONE	∎   WEBSITE
655 Broad Street Newark, NJ 07102	(800) 225-1852	www.pgiminvestments.com

PROXY VOTING

The Board of Directors of the Fund has delegated to the Fund’s investment subadviser the responsibility for voting any proxies and maintaining proxy recordkeeping with respect to the Fund. A description of these proxy voting policies and procedures is available without charge, upon request, by calling (800) 225-1852. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on the Fund’s website and on the Securities and Exchange Commission’s website.

DIRECTORS

Ellen S. Alberding • Kevin J. Bannon • Scott E. Benjamin • Linda W. Bynoe • Barry H. Evans • Keith F. Hartstein • Laurie Simon Hodrick • Michael S. Hyland • Stuart S. Parker • Richard A. Redeker • Stephen G. Stoneburn • Grace C. Torres

OFFICERS

Stuart S. Parker, President • Scott E. Benjamin, Vice President • M. Sadiq Peshimam, Treasurer and Principal Financial and Accounting Officer • Raymond A. O’Hara, Chief Legal Officer • Deborah A. Docs, Secretary • Chad A. Earnst, Chief Compliance Officer • Charles H. Smith, Anti-Money Laundering Compliance Officer • Jonathan D. Shain, Assistant Secretary • Claudia DiGiacomo, Assistant Secretary • Andrew R. French, Assistant Secretary • Peter Parrella, Assistant Treasurer • Lana Lomuti, Assistant Treasurer • Linda McMullin, Assistant Treasurer • Kelly A. Coyne, Assistant Treasurer

MANAGER	PGIM Investments LLC	655 Broad Street Newark, NJ 07102
INVESTMENT SUBADVISER	Jennison Associates LLC	466 Lexington Avenue New York, NY 10017
DISTRIBUTOR	Prudential Investment Management Services LLC	655 Broad Street Newark, NJ 07102
CUSTODIAN	The Bank of New York Mellon	225 Liberty Street New York, NY 10286
TRANSFER AGENT	Prudential Mutual Fund Services LLC	PO Box 9658 Providence, RI 02940
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	KPMG LLP	345 Park Avenue New York, NY 10154
FUND COUNSEL	Willkie Farr & Gallagher LLP	787 Seventh Avenue New York, NY 10019

An investor should consider the investment objectives, risks, charges, and expenses of the Fund carefully before investing. The prospectus and summary prospectus contain this and other information about the Fund. An investor may obtain a prospectus and summary prospectus by visiting our website at www.pgiminvestments.com or by calling (800) 225-1852. The prospectus and summary prospectus should be read carefully before investing.

E-DELIVERY

To receive your mutual fund documents online, go to www.pgiminvestments.com/edelivery and enroll. Instead of receiving printed documents by mail, you will receive notification via email when new materials are available. You can cancel your enrollment or change your email address at any time by visiting the website address above.

SHAREHOLDER COMMUNICATIONS WITH DIRECTORS

Shareholders can communicate directly with the Board of Directors by writing to the Chair of the Board, Prudential Jennison Mid-Cap Growth Fund, Inc., PGIM Investments, Attn: Board of Directors,
655 Broad Street, Newark, NJ 07102. Shareholders can communicate directly with an individual Director by writing to the same address. Communications are not screened before being delivered to the addressee.

AVAILABILITY OF PORTFOLIO SCHEDULE

The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C. Information on the operation and location of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund’s schedule of portfolio holdings is also available on the Fund’s website as of the end of each month no sooner than 15 days after the end of the month.

The Fund’s Statement of Additional Information contains additional information about the Fund’s Directors and is available without charge, upon request, by calling (800) 225-1852.

Mutual Funds:

ARE NOT INSURED BY THE FDIC OR ANY FEDERAL GOVERNMENT AGENCY MAY LOSE VALUE ARE NOT A DEPOSIT OF OR GUARANTEED
BY ANY BANK OR ANY BANK AFFILIATE

PRUDENTIAL JENNISON MID-CAP GROWTH FUND, INC.

SHARE CLASS	A	B	C	Q	R	Z
NASDAQ	PEEAX	PEEBX	PEGCX	PJGQX	JDERX	PEGZX
CUSIP	74441C105	74441C204	74441C303	74441C881	74441C600	74441C808

MF173E

Item 2 – Code of Ethics – – See Exhibit (a)

As of the end of the period covered by this report, the registrant has adopted a code of ethics (the “Section 406 Standards for Investment Companies – Ethical Standards for Principal Executive and Financial Officers”) that applies to the registrant’s Principal Executive Officer and Principal Financial Officer; the registrant’s Principal Financial Officer also serves as the Principal Accounting Officer.

The registrant hereby undertakes to provide any person, without charge, upon request, a copy of the code of ethics. To request a copy of the code of ethics, contact the registrant 800-225-1852, and ask for a copy of the Section 406 Standards for Investment Companies - Ethical Standards for Principal Executive and Financial Officers.

Item 3 – Audit Committee Financial Expert –

The registrant’s Board has determined that Mr. Kevin J. Bannon, member of the Board’s Audit Committee is an “audit committee financial expert,” and that he is “independent,” for purposes of this Item.

Item 4 – Principal Accountant Fees and Services –

(a) Audit Fees

For the fiscal years ended August 31, 2017 and August 31, 2016, KPMG LLP (“KPMG”), the Registrant’s principal accountant, billed the Registrant $23,576 and $39,548 respectively, for professional services rendered for the audit of the Registrant’s annual financial statements or services that are normally provided in connection with statutory and regulatory filings.

(b) Audit-Related Fees

For the fiscal years ended August 31, 2017 and August 31, 2016: none.

(c) Tax Fees

For the fiscal years ended August 31, 2017 and August 31, 2016: none.

(d) All Other Fees

For the fiscal years ended August 31, 2017 and August 31, 2016: none.

(e) (1) Audit Committee Pre-Approval Policies and Procedures

THE PRUDENTIAL MUTUAL FUNDS

AUDIT COMMITTEE POLICY

on

Pre-Approval of Services Provided by the Independent Accountants

The Audit Committee of each Prudential Mutual Fund is charged with the responsibility to monitor the independence of the Fund’s independent accountants. As part of this responsibility, the Audit Committee must pre-approve the independent accounting firm’s engagement to render audit and/or permissible non-audit services, as required by law. In evaluating a proposed engagement of the independent accountants, the Audit Committee will assess the effect that the engagement might reasonably be expected to have on the accountant’s independence. The Committee’s evaluation will be based on:

• a review of the nature of the professional services expected to be provided,

• a review of the safeguards put into place by the accounting firm to safeguard independence, and

• periodic meetings with the accounting firm.

Policy for Audit and Non-Audit Services Provided to the Funds

On an annual basis, the scope of audits for each Fund, audit fees and expenses, and audit-related and non-audit services (and fees proposed in respect thereof) proposed to be performed by the Fund’s independent accountants will be presented by the Treasurer and the independent accountants to the Audit Committee for review and, as appropriate, approval prior to the initiation of such services. Such presentation shall be accompanied by confirmation by both the Treasurer and the independent accountants that the proposed non-audit services will not adversely affect the independence of the independent accountants. Such proposed non-audit services shall be described in sufficient detail to enable the Audit Committee to assess the appropriateness of such services and fees, and the compatibility of the provision of such services with the auditor’s independence. The Committee shall receive periodic reports on the progress of the audit and other services which are approved by the Committee or by the Committee Chair pursuant to authority delegated in this Policy.

The categories of services enumerated under “Audit Services”, “Audit-related Services”, and “Tax Services” are intended to provide guidance to the Treasurer and the independent accountants as to those categories of services which the Committee believes are generally consistent with the independence of the independent accountants and which the Committee (or the Committee Chair) would expect upon the presentation of specific proposals to pre-approve. The enumerated categories are not intended as an exclusive list of audit, audit-related or tax services, which the Committee (or the Committee Chair) would consider for pre-approval.

Audit Services

The following categories of audit services are considered to be consistent with the role of the Fund’s independent accountants:

Ø Annual Fund financial statement audits

Ø Seed audits (related to new product filings, as required)

Ø SEC and regulatory filings and consents

Audit-related Services

The following categories of audit-related services are considered to be consistent with the role of the Fund’s independent accountants:

Ø Accounting consultations

Ø Fund merger support services

Ø Agreed Upon Procedure Reports

Ø Attestation Reports

Ø Other Internal Control Reports

Individual audit-related services that fall within one of these categories (except for fund merger support services) and are not presented to the Audit Committee as part of the annual pre-approval process are subject to an authorized pre-approval by the Audit Committee so long as the estimated fee for those services does not exceed $30,000. Any services provided under such pre-approval will be reported to the Audit Committee at its next regular meeting. Should the amount of such services exceed $30,000 any additional fees will be subject to pre-approval by the Committee Chair (or any other Committee member on whom this responsibility has been delegated). Fees related to fund merger support services are subject to a separate authorized pre-approval by the Audit Committee with fees determined on a per occurrence and merger complexity basis.

Tax Services

The following categories of tax services are considered to be consistent with the role of the Fund’s independent accountants:

Ø Tax compliance services related to the filing or amendment of the following:

◾ Federal, state and local income tax compliance; and,

◾ Sales and use tax compliance

Ø Timely RIC qualification reviews

Ø Tax distribution analysis and planning

Ø Tax authority examination services

Ø Tax appeals support services

Ø Accounting methods studies

Ø Fund merger support services

Ø Tax consulting services and related projects

Individual tax services that fall within one of these categories and are not presented to the Audit Committee as part of the annual pre-approval process are subject to an authorized pre-approval by the Audit Committee so long as the estimated fee for those services does not exceed $30,000. Any services provided under such pre-approval will be reported to the Audit Committee at its next regular meeting. Should the amount of such services exceed $30,000 any additional fees will be subject to pre-approval by the Committee Chair (or any other Committee member on whom this responsibility has been delegated).

Other Non-Audit Services

Certain non-audit services that the independent accountants are legally permitted to render will be subject to pre-approval by the Committee or by one or more Committee members to whom the Committee has delegated this authority and who will report to the full Committee any pre-approval decisions made pursuant to this Policy. Non-audit services presented for pre-approval pursuant to this paragraph will be accompanied by a confirmation from both the Treasurer and the independent accountants that the proposed services will not adversely affect the independence of the independent accountants.

Proscribed Services

The Fund’s independent accountants will not render services in the following categories of non-audit services:

Ø Bookkeeping or other services related to the accounting records or financial statements of the Fund

Ø Financial information systems design and implementation

Ø Appraisal or valuation services, fairness opinions, or contribution-in-kind reports

Ø Actuarial services

Ø Internal audit outsourcing services

Ø Management functions or human resources

Ø Broker or dealer, investment adviser, or investment banking services

Ø Legal services and expert services unrelated to the audit

Ø Any other service that the Public Company Accounting Oversight Board determines, by regulation, is     impermissible.

Pre-approval of Non-Audit Services Provided to Other Entities Within the Prudential Fund Complex

Certain non-audit services provided to PGIM Investments LLC or any of its affiliates that also provide ongoing services to the Prudential Mutual Funds will be subject to pre-approval by the Audit Committee. The only non-audit services provided to these entities that will require pre-approval are those related directly to the operations and financial reporting of the Funds. Individual projects that are not presented to the Audit Committee as part of the annual pre-approval process will be subject to pre-approval by the Committee Chair (or any other Committee member on whom this responsibility has been delegated) so long as the estimated fee for those services does not exceed $30,000. Services presented for pre-approval pursuant to this paragraph will be accompanied by a confirmation from both the Treasurer and the independent accountants that the proposed services will not adversely affect the independence of the independent accountants.

Although the Audit Committee will not pre-approve all services provided to PGIM Investments LLC and its affiliates, the Committee will receive an annual report from the Fund’s independent accounting firm showing the aggregate fees for all services provided to PGIM Investments LLC and its affiliates.

(e) (2) Percentage of services referred to in 4(b) – 4(d) that were approved by the audit committee –

For the fiscal years ended August 31, 2017 and August 31, 2016: none.

(f) Percentage of hours expended attributable to work performed by other than full time employees of principal accountant if greater than 50%.

The percentage of hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was 0%.

(g) Non-Audit Fees

The aggregate non-audit fees billed by KPMG for services rendered to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant for the fiscal years ended August 31, 2017 and August 31, 2016 was $0 and $0, respectively.

(h) Principal Accountant’s Independence

Not applicable as KPMG has not provided non-audit services to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X.

Item 5 –	Audit Committee of Listed Registrants – Not applicable.
Item 6 –	Schedule of Investments – The schedule is included as part of the report to shareholders filed under Item 1 of this Form.
Item 7 –	Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies – Not applicable.
Item 8 –	Portfolio Managers of Closed-End Management Investment Companies – Not applicable.
Item 9 –	Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers – Not applicable.
Item 10 –	Submission of Matters to a Vote of Security Holders – Not applicable.
Item 11 –	Controls and Procedures

(a) It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the registrant’s current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.

(b) There has been no significant change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter of the period covered by this report that has materially affected, or is likely to materially affect, the registrant’s internal control over financial reporting.

Item 12 – Exhibits

(a) (1)     Code of Ethics – Attached hereto as Exhibit EX-99.CODE-ETH

(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act – Attached hereto as Exhibit EX-99.CERT.

(3) Any written solicitation to purchase securities under Rule 23c-1. – Not applicable.

(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act – Attached hereto as Exhibit EX-99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Registrant:	Prudential Jennison Mid-Cap Growth Fund, Inc.
By:	/s/ Deborah A. Docs
	Deborah A. Docs
	Secretary
Date:	October 18, 2017

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ Stuart S. Parker
	Stuart S. Parker
	President and Principal Executive Officer
Date:	October 18, 2017
By:	/s/ M. Sadiq Peshimam
	M. Sadiq Peshimam
	Treasurer and Principal Financial and Accounting Officer
Date:	October 18, 2017

EX-99.CODE-ETH

CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND

PRINCIPAL FINANCIAL OFFICERS

I. Covered Officers/Purpose of the Code

This code of ethics (the “Code”) is established for the funds listed on Attachment A hereto (each a Fund” and together the “Funds”) pursuant to Section 406 of the Sarbanes-Oxley Act and the rules adopted thereunder by the Securities and Exchange Commission (“SEC”). The Code applies to each Fund’s Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer or Controller, or senior officers performing similar functions (the “Covered Officers” each of whom are set forth in Exhibit B) for the purpose of promoting:

• honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

• full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or submits to, the SEC and in other public communications made by a Fund;

• compliance with applicable governmental laws, rules and regulations;

• the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

• accountability for adherence to the Code.

Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.

II. Conflicts of Interest

A “conflict of interest” occurs when a Covered Officer’s private interest interferes with the interests of, or his service to, a Fund. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his position with a Fund.

Certain conflicts of interest arise out of the relationships between Covered Officers and a Fund and already are subject to conflict of interest provisions in the Investment Company Act of 1940, as amended (the “1940 Act”) and the Investment Advisers Act of 1940, as amended (the “Advisers Act”). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with a Fund because of their status as “affiliated persons” of the Fund. A Fund’s and its investment adviser’s compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code.

Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationships between a Fund and the Fund’s investment adviser, principal underwriter, administrator, or other service providers to the Fund (together “Service Providers”), of which the Covered Officers may also be principals or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for a Fund or for a Service Provider, or for both), be involved in establishing policies and implementing decisions that will have different effects on such Service Providers and a Fund. The participation of the Covered Officers in such activities is inherent in the contractual relationships between a Fund and its Service Providers and is consistent with the performance by the Covered Officers of their duties as officers of the Fund. Thus, if performed in conformity with the provisions of the 1940 Act and the Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the Funds’ Board of Directors/Trustees (“Boards”) that the Covered Officers may also be officers or employees of one or more other investment companies covered by this or other codes.

Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the 1940 Act and the Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of a Fund.

Each Covered Officer must:

• not use his personal influence or personal relationships improperly to influence investment decisions or

financial reporting by a Fund whereby the Covered Officer would benefit personally to the detriment of the Fund;

• not cause a Fund to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit the Fund; and

• not retaliate against any other Covered Officer or any employee of a Fund or its affiliated persons for reports of potential violations that are made in good faith.

There are some actual or potential conflict of interest situations that should always be brought to the attention of, and discussed with, the Funds’ Chief Legal Officer or other senior legal officer, if material. Examples of these include:

• service as a director on the board of any public or private company;

• the receipt of any non-nominal gifts;

• the receipt of any entertainment from any company with which a Fund has current or prospective business dealings unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety;

• any ownership interest in (other than insubstantial interests in publicly traded entities), or any consulting or employment relationship with, any of a Fund’s Service Providers, other than its investment adviser, principal underwriter, administrator or any affiliated person thereof; and

• a direct or indirect financial interest in commissions, transaction charges or spreads paid by a Fund for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership.

III. Disclosure and Compliance

Each Covered Officer:

• should familiarize himself with the disclosure requirements generally applicable to the Funds;

• should not knowingly misrepresent, or cause others to misrepresent, facts about a Fund to others, whether within or outside the Fund, including to the Fund’s Board of Directors/Trustees and its auditors, and to governmental regulators and self-regulatory organizations;

• should, to the extent appropriate within his area of responsibility, consult with other officers and employees of a Fund and its Service Providers with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Fund files with, or submits to, the SEC and in other public communications made by the Fund; and

• is responsible to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.

IV. Reporting and Accountability

Each Covered Officer must:

• upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Board of Directors/Trustees that he has received, read, and understands the Code;

• annually thereafter affirm to the Board of Directors/Trustees that he has complied with the requirements of the Code; and

• notify the Funds’ Chief Legal Officer promptly if he knows of any violation of this Code. Failure to do so is itself a violation of this Code.

The Funds’ Chief Legal Officer is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation. In such situations, the Chief Legal Officer is authorized to consult, as appropriate, with counsel to the Funds, counsel to the Independent Directors/Trustees, a Board Committee comprised of Independent Directors/Trustees, or the full Board.

The Funds will follow the following procedures in investigating and enforcing this Code:

• the Funds Chief Legal Officer will take all appropriate action to investigate any potential violations reported to her;

• if, after such investigation, the Chief Legal Officer believes that no violation has occurred, the Chief Legal Officer is not required to take any further action;

• any matter that the Chief Legal Officer believes is a violation or that the Chief Legal Officer believes should be reviewed by a Fund’s Board or Board Committee comprised of Independent Directors/Trustees will be reported to the Fund’s Board or Board Committee comprised of Independent Directors/Trustees;

• based upon its review of any matter referred to it, a Fund’s Board or Board Committee comprised of Independent Directors/Trustees shall determine whether or not a violation has occurred, whether a grant of waiver is appropriate or whether some other action should be taken. Based upon its determination, the Fund’s Board or Board Committee comprised of Independent Directors/Trustees may take such action as it deems appropriate, which may include without limitation: modifications of applicable policies and procedures; notification to appropriate personnel of the Fund’s investment adviser, principal underwriter or administrator, or their boards; notification to other Funds for which the Covered Officer serves as a Covered Officer; or recommendation to dismiss the Covered Officer; and

• any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.

V. Other Policies and Procedures

This Code shall be the sole code of ethics adopted by the Funds for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of a Fund or its Service Providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Funds’ and their investment adviser’s and principal underwriter’s code of ethics under Rule 17j-1 under the 1940 Act are separate requirements applying to the Covered Officers and others, and are not part of this Code.

VI. Amendments

Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Board, including a majority of Independent Directors/Trustees.

VII. Confidentiality

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Fund Board of Directors/Trustees, counsel to the Fund, and counsel to the Fund Independent Directors/Trustees.

VIII.  Internal Use

The Code is intended solely for the internal use by the Funds and does not constitute an admission, by or on behalf of a Fund, as to any fact, circumstance, or legal conclusion.

IX. Recordkeeping

A Fund shall keep the information disclosed about waivers and amendments under the Code for the period of time as specified in the rules adopted pursuant to Section 406 of the Sarbanes-Oxley Act, and furnish such information to the SEC or its staff upon request.

Adopted and approved as of September 3, 2003.

EXHIBIT A

Funds Covered by this Code of Ethics

Prudential Mutual Funds

Target Mutual Funds

The Prudential Variable Contract Account – 2

The Prudential Variable Contract Account – 10

Advanced Series Trust

Prudential’s Gibraltar Fund, Inc.

The Prudential Series Fund

Prudential Short Duration High Yield Fund, Inc.

Prudential Global Short Duration High Yield Fund, Inc.

EXHIBIT B

Persons Covered by this Code of Ethics

Stuart S. Parker – President and Chief Executive Officer of the Prudential Mutual Funds, the Target Mutual Funds, Prudential Short Duration High Yield Fund, Inc., Prudential Global Short Duration High Yield Fund, Inc. and The Prudential Variable Contract Accounts – 2 and -10.

Timothy S. Cronin – President and Chief Executive Officer of Advanced Series Trust, Prudential’s Gibraltar Fund, Inc. and The Prudential Series Fund.

M. Sadiq Peshimam– Treasurer and Chief Financial Officer for the Prudential Mutual Funds, the Target Mutual Funds, Prudential Short Duration High Yield Fund, Inc., Prudential Global Short Duration High Yield Fund, Inc. ,The Prudential Variable Contract Accounts – 2 and -10, Advanced Series Trust, Prudential’s Gibraltar Fund, Inc. and The Prudential Series Fund.

EX-99.CERT

Item 12

Prudential Jennison Mid-Cap Growth Fund, Inc.

Annual period ending 8/31/17

File No. 811-07811

CERTIFICATIONS

I, Stuart S. Parker, certify that:

1. I have reviewed this report on Form N-CSR of the above named Fund;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report.

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and;

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

1

5. The registrant’s other certifying officers and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

October 18, 2017

/s/ Stuart S. Parker

Stuart S. Parker

President and Principal Executive Officer

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Item 12

Prudential Jennison Mid-Cap Growth Fund, Inc.

Annual period ending 8/31/17

File No. 811-07811

CERTIFICATIONS

I, M. Sadiq Peshimam, certify that:

1. I have reviewed this report on Form N-CSR of the above named Fund;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report.

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and;

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

3

5. The registrant’s other certifying officers and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

October 18, 2017

/s/ M. Sadiq Peshimam

M. Sadiq Peshimam

Treasurer and Principal Financial and Accounting Officer

4

EX-99.906CERT

Certification Pursuant to 18 U.S.C. Section 1350

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

Name of Issuer:           Prudential Jennison Mid-Cap Growth Fund, Inc.

In connection with the Report on Form N-CSR of the above-named issuer that is accompanied by this certification, the undersigned hereby certifies, to his or her knowledge, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer.

October 18, 2017	/s/ Stuart S. Parker
	Stuart S. Parker
	President and Principal Executive Officer
October 18, 2017	/s/ M. Sadiq Peshimam
	M. Sadiq Peshimam
	Treasurer and Principal Financial and Accounting Officer