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:	811-09101
Exact name of registrant as specified in charter:	Dryden Tax-Managed Funds
Address of principal executive offices:	Gateway Center 3, 100 Mulberry Street, Newark, New Jersey 07102
Name and address of agent for service:	Deborah A. Docs Gateway Center 3, 100 Mulberry Street, Newark, New Jersey 07102
Registrant’s telephone number, including area code:	973-367-7521
Date of fiscal year end:	10/31/2005
Date of reporting period:	10/31/2005

Item 1 – Reports to Stockholders – [ INSERT REPORT ]

Dryden Large-Cap Core Equity Fund

OCTOBER 31, 2005 ANNUAL REPORT

FUND TYPE

Large-capitalization stock

OBJECTIVE

Long-term after-tax growth of capital

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.

JennisonDryden is a registered trademark of The Prudential Insurance Company of America.

December 15, 2005

Dear Shareholder:

We hope you find the annual report for the Dryden Large-Cap Core Equity Fund, a series of Dryden Tax-Managed Funds, informative and useful. As a JennisonDryden mutual fund shareholder, you may be thinking about where you can find additional growth opportunities. You could invest in last year’s top-performing asset class and hope that history repeats itself or you could stay in cash while waiting for the “right moment” to invest.

Instead, we believe it is better to take advantage of developing domestic and global investment opportunities through a diversified portfolio of stock and bond mutual funds. A diversified asset allocation offers two potential advantages. It helps you manage downside risk by not being overly exposed to any particular asset class, plus it gives you a better opportunity to have at least some of your assets in the right place at the right time. Your financial professional can help you create a diversified investment plan that may include mutual funds covering all the basic asset classes and that reflects your personal investor profile and tolerance for risk.

JennisonDryden Mutual Funds gives you a wide range of choices that can help you make progress toward your financial goals. Our funds offer the experience, resources, and professional discipline of three leading asset managers. They are recognized and respected in the institutional market and by discerning investors for excellence in their respective strategies. JennisonDryden equity funds are advised by Jennison Associates LLC and Quantitative Management Associates LLC (QMA). Prudential Investment Management, Inc. (PIM) advises the JennisonDryden fixed income and money market funds. Jennison Associates, QMA, and PIM are registered investment advisers and Prudential Financial companies.

Thank you for choosing JennisonDryden Mutual Funds.

Sincerely,

Judy A. Rice, President

Dryden Large-Cap Core Equity Fund

Dryden Large-Cap Core Equity Fund 1

Your Fund’s Performance

Fund objective

The investment objective of the Dryden Large-Cap Core Equity Fund (the Fund) is long-term after-tax growth of capital. There can be no assurance that the Fund will achieve its investment objective.

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.jennisondryden.com or by calling (800) 225-1852. The maximum initial sales charge is 5.50% (Class A shares).

Cumulative Total Returns1 as of 10/31/05
	One Year		Five Years		Since Inception2
Class A	8.84	%	–9.14	%	12.75	%
Class B	7.95		–12.55		7.30
Class C	7.95		–12.55		7.30
Class Z	9.06		–8.07		14.73
S&P 500 Index3	8.72		–8.38		7.87
Lipper Large-Cap Core Funds Avg.4	8.35		–13.44		4.60
Average Annual Total Returns1 as of 9/30/05
	One Year		Five Years		Since Inception2
Class A	5.62	%	–2.86	%	1.21	%
Class B	5.86		–2.67		1.35
Class B—Return After Taxes on Distribution	5.52		–2.88		1.20
Class B—Return After Taxes on Distribution and Sale of Fund Shares	3.79		–2.41		1.04
Class C	9.86		–2.48		1.35
Class Z	12.06		–1.50		2.37
S&P 500 Index3	12.25		–1.49		1.42
Lipper Large-Cap Core Funds Avg.4	11.54		–2.87		0.75

The cumulative total returns do not reflect the deduction of applicable sales charges. If reflected, the applicable sales charges would reduce the cumulative total returns performance quoted. Class A shares are subject to a maximum front-end sales charge of 5.50%. Under certain circumstances, Class A shares may be subject to a contingent deferred sales charge (CDSC) of 1%. Class B and Class C shares are subject to a maximum CDSC of 5% and 1% respectively. Class Z shares are not subject to a sales charge.

2 Visit our website at www.jennisondryden.com

¹Source: Prudential Investments LLC and Lipper Inc. The average annual total returns take into account applicable sales charges. During certain periods shown, fee waivers and/or expense reimbursements were in effect. Without such fee waivers and expense reimbursements, the returns for the share classes would have been lower. Class A, Class B, and Class C shares are subject to an annual distribution and service (12b-1) fee of up to 0.30%, 1.00%, and 1.00% respectively. Approximately seven years after purchase, Class B shares will automatically convert to Class A shares on a quarterly basis. Class Z shares are not subject to a 12b-1 fee. 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.

²Inception date: 3/3/99. The Since Inception returns for the S&P 500 Index and the Lipper Large-Cap Core Funds Average (Lipper Average) are measured from the closest month-end to inception date, and not from the Fund’s actual inception date.

³The Standard & Poor’s 500 Composite Stock Price Index (S&P 500 Index) is an unmanaged index of 500 stocks of large U.S. companies. It gives a broad look at how stock prices in the United States have performed.

⁴The Lipper Average represents returns based on an average return of all funds in the Lipper Large-Cap Core Funds category 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) greater than 300% of the dollar-weighted median market capitalization of the middle 1,000 securities of the S&P SuperComposite 1500 Index. Large-cap core funds have wide latitude in the companies in which they invest. These funds typically have a below-average price-to-earnings ratio, price-to-book ratio, and three-year sales-per-share growth value compared with the S&P 500 Index.

Investors cannot invest directly in an index. The returns for the S&P 500 Index and the Lipper Average 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 of a mutual fund, but not sales charges or taxes.

Five Largest Holdings* expressed as a percentage of net assets as of 10/31/05
Exxon Mobil Corp., Petroleum & Coal	3.1	%
General Electric Co., Industrial Conglomerates	3.0
Microsoft Corp., Computer Software & Services	2.4
Citigroup, Inc., Financial Services	2.2
Johnson & Johnson, Pharmaceuticals	2.2

* Excludes securities purchased with cash received as a result of securities on loan.

Holdings are subject to change.

Five Largest Industries expressed as a percentage of net assets as of 10/31/05
Financials	20.5	%
Information Technology	15.0
Healthcare	13.7
Consumer Discretionary	11.9
Industrials	11.9

Industry weightings are subject to change.

Dryden Large-Cap Core Equity Fund 3

Investment Subadviser’s Report

Quantitative Management Associates LLC

Over the 12 months ended October 31, 2005, the Fund’s Class A shares performed better than the S&P 500 Index. The Fund’s return was substantially higher than the Lipper Large-Cap Core Funds Average, which is a measure of comparable funds’ performance.

The Large-Cap Core Fund is actively managed with the objective of long-term after-tax growth of capital. We set the operational goal of outperforming the S&P 500 Index. To meet this objective, we invest in both rapidly growing and slowly growing companies. Doing this limits our exposure to any particular style of investing and can reduce the Fund’s volatility relative to the S&P 500 Index. When selecting the stocks of more rapidly growing companies, we place a heavier emphasis on signals about their future growth prospects. We call these signals “news.” For example, upward revisions in the earnings forecasts of Wall Street analysts characterize many good news situations. We emphasize attractive valuation for slowly growing stocks, and invest more heavily in stocks that are cheaply priced relative to the firms’ earnings prospects and book value. In addition, we consider the tax implications of our trading in an attempt to minimize taxable distributions to the Fund while not sacrificing performance.

The large-cap U.S. stock market, as measured by the S&P 500 Index, returned 8.7% for this reporting period. This was below its long-run historical average return of about 12%. Although corporate earnings continued to grow at a healthy pace, we believe investors were concerned about rising energy costs and the effect of rising interest rates on the future growth of the U.S. economy.

The Fund achieved its goal of outperforming the S&P 500 Index while maintaining a risk exposure similar to the Index and of producing favorable after-tax returns. It benefited from good stock selection as opposed to favoring a particular industry, capitalization range, or investment style. This was because the Fund’s risk exposures relative to the S&P 500 Index were limited by allowing only small deviations from the Index on these characteristics. Good security selection was achieved in both rapidly growing and slower growing stocks. The Fund benefited from holding larger positions than the S&P Index in ConocoPhillips (+58%), TXU (+69%), and Amgen (+33%). Holding smaller positions than the Index in Fannie Mae (–31%) and eBay (–19%) was helpful as well, while performance was hurt by not having a position in Apple Computer (+119%).

Note: The numbers in parentheses represent the securities’ returns over the full reporting period. The portfolio’s position may have varied in size during that period. The Portfolio of Investments following this report shows the size of the Fund’s positions at period-end.

4 Visit our website at www.jennisondryden.com

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 invested on May 1, 2005, at the beginning of the period, and held through the six-month period ended October 31, 2005.

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 JennisonDryden or Strategic Partners Funds, including the Fund, that you own. You should consider the additional fees that were charged to your Fund account 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.

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

Dryden Large-Cap Core Equity Fund 5

Fees and Expenses (continued)

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.

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.

Dryden Large-Cap Core Equity Fund		Beginning Account Value May 1, 2005		Ending Account Value October 31, 2005		Annualized Expense Ratio Based on the Six-Month Period		Expenses Paid During the Six- Month Period*
Class A	Actual	$	1,000.00	$	1,043.81	1.27	%	$	6.54
	Hypothetical	$	1,000.00	$	1,018.80	1.27	%	$	6.46
Class B	Actual	$	1,000.00	$	1,039.72	2.02	%	$	10.39
	Hypothetical	$	1,000.00	$	1,015.02	2.02	%	$	10.26
Class C	Actual	$	1,000.00	$	1,039.72	2.02	%	$	10.39
	Hypothetical	$	1,000.00	$	1,015.02	2.02	%	$	10.26
Class Z	Actual	$	1,000.00	$	1,045.02	1.02	%	$	5.26
	Hypothetical	$	1,000.00	$	1,020.06	1.02	%	$	5.19

* 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 October 31, 2005, and divided by the 365 days in the Fund’s fiscal year ended October 31, 2005 (to reflect the six-month period).

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Portfolio of Investments

as of October 31, 2005

Shares	Description	Value (Note 1)
LONG-TERM INVESTMENTS    99.4%
COMMON STOCKS
CONSUMER DISCRETIONARY    11.9%
Auto & Truck    0.5%
14,400	AutoNation, Inc.(a)	$	286,272
10,800	Harley-Davidson, Inc.(b)		534,924
			821,196
Commercial Services & Supplies    0.1%
2,200	Strayer Education, Inc.		196,922
Distributors
700	Handleman Co.		8,330
Hotels, Restaurants & Leisure    1.8%
7,700	Brinker International, Inc.(a)		293,524
9,200	Darden Restaurants, Inc.		298,264
9,600	Jack in the Box, Inc.(a)(b)		285,120
11,500	McDonald’s Corp.		363,400
55,400	Starbucks Corp.(a)(b)		1,566,712
6,300	YUM! Brands, Inc.		320,481
			3,127,501
Media    3.2%
55,000	Comcast Corp. (Class A)(a)(b)		1,530,650
32,700	Disney (Walt) Co.(b)		796,899
17,100	Gannett Co., Inc.		1,071,486
20,400	Time Warner, Inc.		363,732
60,100	Viacom, Inc. (Class B)		1,861,297
			5,624,064
Multiline Retail    3.1%
42,400	Dollar General Corp.		824,256
6,700	Federated Department Stores, Inc.(b)		411,179
25,900	J.C. Penney Co., Inc.(b)		1,326,080
64,800	Wal-Mart Stores, Inc.(b)		3,065,688
			5,627,203
Specialty Retail    3.2%
16,300	Bed Bath & Beyond, Inc.(a)		660,476
12,600	Brunswick Corp.(b)		480,438
39,200	Coach, Inc.(a)		1,261,456

See Notes to Financial Statements.

Dryden Large-Cap Core Equity Fund 7

Portfolio of Investments

as of October 31, 2005 Cont’d.

Shares	Description	Value (Note 1)
2,100	Harman International Industries, Inc.	$	209,706
43,800	Home Depot, Inc.		1,797,552
13,100	Jones Apparel Group, Inc.		357,368
7,900	Liz Claiborne, Inc.(b)		278,080
14,800	Pulte Homes, Inc.		559,292
11,500	Select Comfort Corp.(a)(b)		251,850
			5,856,218
			21,261,434
CONSUMER STAPLES    7.2%
Beverages    2.5%
14,300	Anheuser-Busch Companies, Inc.(b)		590,018
34,000	Coca-Cola Co.		1,454,520
25,700	Coca-Cola Enterprises, Inc.(b)		485,730
46,400	Pepsi Bottling Group, Inc. (The)		1,319,152
10,360	PepsiCo, Inc.		612,069
			4,461,489
Cosmetics & Soaps    1.7%
3,200	Avon Products, Inc.		86,368
15,300	Kimberly-Clark Corp.(b)		869,652
13,200	Parlux Fragrances, Inc.(a)(b)		305,712
32,637	Procter & Gamble Co.		1,827,346
			3,089,078
Food & Drug Retailing    0.5%
6,700	BJ’s Wholesale Club, Inc.(a)		190,816
5,500	SUPERVALU, Inc.		172,865
3,100	Whole Foods Market, Inc.(b)		446,803
			810,484
Food Products    0.8%
4,700	Archer-Daniels-Midland Co.		114,539
1,100	Chiquita Brands Int’l., Inc.		30,371
4,800	Gold Kist, Inc.(a)		82,512
30,400	Pilgrim’s Pride Corp.(b)		956,992
5,700	Sanderson Farms, Inc.		196,707
			1,381,121
Household Products    0.1%
1,000	Energizer Holdings, Inc.(a)		50,490
4,700	USANA Health Sciences, Inc.(a)(b)		206,894
			257,384

See Notes to Financial Statements.

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Shares	Description	Value (Note 1)
Tobacco    1.6%
24,700	Altria Group, Inc.	$	1,853,734
11,000	Reynolds American, Inc.(b)		935,000
			2,788,734
			12,788,290
ENERGY    10.2%
Oil & Gas Exploration/production    5.6%
7,400	Anadarko Petroleum Corp.		671,254
9,300	Apache Corp.		593,619
42,100	ConocoPhillips		2,752,498
13,100	Devon Energy Corp.		790,978
7,900	Diamond Offshore Drilling, Inc.		446,034
3,000	Marathon Oil Corp.		180,480
900	Noble Corp.		57,942
5,800	Occidental Petroleum Corp.		457,504
1,500	Pogo Producing Co.		75,750
18,200	Schlumberger Ltd.(b)		1,652,014
7,200	Tidewater, Inc.(b)		330,912
22,400	Transocean, Inc.(a)		1,287,776
6,500	Valero Energy Corp.		684,060
			9,980,821
Petroleum & Coal    4.6%
49,090	Chevron Corp.		2,801,566
97,809	Exxon Mobil Corp.		5,490,998
			8,292,564
			18,273,385
FINANCIAL    20.5%
Banking    5.0%
79,600	Bank of America Corp.(b)		3,481,704
11,100	BB&T Corp.(b)		469,974
10,400	First Bancorp (Puerto Rico)		118,768
28,800	KeyCorp.		928,512
1,500	PNC Financial Services Group, Inc. (The)		91,065
6,000	SunTrust Banks, Inc.		434,880
1,700	TD Banknorth, Inc.		48,943
57,591	U.S. Bancorp(b)		1,703,542
26,700	Wells Fargo & Co.		1,607,340
			8,884,728

See Notes to Financial Statements.

Dryden Large-Cap Core Equity Fund 9

Portfolio of Investments

as of October 31, 2005 Cont’d.

Shares	Description	Value (Note 1)
Financial Services    10.8%
2,700	American Express Co.	$	134,379
9,400	AmeriCredit Corp.(a)(b)		210,090
4,500	Bear Stearns Cos., Inc. (The)		476,100
2,200	Capital One Financial Corp.(b)		167,970
10,700	CIT Group, Inc.		489,311
87,400	Citigroup, Inc.		4,001,171
1,900	Comerica, Inc.		109,782
20,996	Countrywide Credit Industries, Inc.		667,043
16,600	Goldman Sachs Group, Inc. (The)(b)		2,097,742
62,600	JP Morgan Chase & Co.		2,292,412
13,500	Lehman Brothers Holdings, Inc.		1,615,545
13,600	MBNA Corp.		347,752
21,800	Merrill Lynch & Co., Inc.		1,411,332
27,400	Morgan Stanley		1,490,834
18,400	National City Corp.		593,032
38,800	Wachovia Corp.(b)		1,960,176
32,172	Washington Mutual, Inc.		1,274,011
			19,338,682
Insurance    4.6%
2,000	ACE Ltd.		104,200
30,900	Allstate Corp.		1,631,211
26,200	American Financial Group, Inc.		895,516
26,196	American International Group, Inc.		1,697,501
3,000	Assurant, Inc.		114,600
10,400	Genworth Financial, Inc.(Class A)		329,576
8,400	Hartford Financial Services Group, Inc. (The)		669,900
4,600	Lincoln National Corp.		232,806
7,800	MBIA, Inc.		454,272
4,500	MetLife, Inc.		222,345
15,200	MGIC Investment Corp.		900,448
6,800	Principal Financial Group, Inc.		337,484
1,400	SAFECO Corp.		77,980
12,500	St. Paul Travelers Cos., Inc. (The)		562,875
			8,230,714
Real Estate Investment Trusts    0.1%
7,800	Anthracite Capital, Inc.		81,822
2,000	Ashford Hospitality Trust, Inc.		21,000
5,200	Friedman, Billings, Ramsey Group, Inc. (Class A)(b)		46,124
			148,946

See Notes to Financial Statements.

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Shares	Description	Value (Note 1)
Thrifts & Mortgage Finance
1,400	Fannie Mae	$	66,528
			36,669,598
HEALTHCARE    13.7%
Biotechnology    1.3%
23,300	Amgen, Inc.(a)(b)		1,765,208
14,200	Biogen Idec, Inc.(a)		576,946
			2,342,154
Healthcare Equipment & Supplies    2.7%
3,100	Advanced Neuromodulation Systems, Inc.(a)		189,069
5,800	Bausch & Lomb, Inc.		430,302
37,100	Baxter International, Inc.		1,418,333
27,700	Becton, Dickinson & Co.		1,405,775
9,000	Boston Scientific Corp.(a)		226,080
1,100	C.R. Bard, Inc.		68,618
3,400	Cytyc Corp.(a)		86,190
2,600	Hospira, Inc.(a)		103,610
1,000	Medtronic, Inc.		56,660
4,300	OraSure Technologies, Inc.(a)		47,343
3,800	Palomar Medical Technologies, Inc.(a)(b)		103,930
4,100	Thoratec Corp.(a)(b)		81,098
11,400	Waters Corp.(a)(b)		412,680
2,000	Zimmer Holdings, Inc.(a)		127,540
			4,757,228
Healthcare Providers & Services    1.5%
2,100	Cigna Corp.		243,327
11,800	Laboratory Corp. of America Holdings(a)(b)		569,350
14,200	Quest Diagnostics, Inc.		663,282
21,500	UnitedHealth Group, Inc.(b)		1,244,635
			2,720,594
Pharmaceuticals    8.2%
22,900	Abbott Laboratories		985,845
14,000	Allergan, Inc.(b)		1,250,200
18,000	Bristol-Myers Squibb Co.		381,060
34,200	Caremark Rx, Inc.(a)		1,792,080
62,304	Johnson & Johnson Co.(b)		3,901,477
45,900	Merck & Co., Inc.(b)		1,295,298
136,760	Pfizer, Inc.		2,973,162

See Notes to Financial Statements.

Dryden Large-Cap Core Equity Fund 11

Portfolio of Investments

as of October 31, 2005 Cont’d.

Shares	Description	Value (Note 1)
29,600	Schering-Plough Corp.	$	602,064
32,400	Wyeth		1,443,744
			14,624,930
			24,444,906
INDUSTRIALS    11.9%
Aerospace/Defense    2.8%
5,100	General Dynamics Corp.		593,130
10,200	Honeywell International, Inc.		348,840
24,300	Lockheed Martin Corp.		1,471,608
30,400	Northrop Grumman Corp.		1,630,960
3,600	Raytheon Co.		133,020
15,100	United Technologies Corp.		774,328
			4,951,886
Building Products    0.3%
17,200	Masco Corp.(b)		490,200
Commercial Services & Supplies    0.6%
4,700	Allied Waste Industries, Inc.(a)		38,258
16,600	Cendant Corp.		289,172
7,200	Herman Miller, Inc.		197,352
14,900	R. R. Donnelley & Sons Co.(b)		521,798
3,000	Robert Half International, Inc.(b)		110,640
			1,157,220
Diversified Manufacturing Operations    1.3%
3,000	Cooper Industries Ltd. (Class A)(b)		212,670
6,900	Eaton Corp.		405,927
8,800	Illinois Tool Works, Inc.		745,888
26,600	Ingersoll-Rand Co., (Class A) (Bermuda)		1,005,214
			2,369,699
Electrical Equipment    0.4%
4,700	CDW Corp.		264,845
3,000	Emerson Electric Co.		208,650
2,700	Rockwell Automation, Inc.		143,505
2,300	Thomas & Betts Corp.(a)		89,516
			706,516
Industrial Conglomerates    3.9%
15,600	3M Co.(b)		1,185,288
159,100	General Electric Co.		5,395,081

See Notes to Financial Statements.

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Shares	Description	Value (Note 1)
2,300	Textron, Inc.	$	165,692
6,700	Tyco International Ltd.		176,813
			6,922,874
Machinery    1.0%
1,200	Caterpillar, Inc.		63,108
14,200	Deere & Co.(b)		861,656
1,200	Navistar International Corp.(a)		33,024
10,500	PACCAR, Inc.		735,210
			1,692,998
Trading Companies & Distributors
800	MSC Industrial Direct Co., Inc. (Class A)		30,544
Transportation Infrastructure    1.6%
1,900	Burlington Northern Santa Fe Corp.		117,914
10,500	FedEx Corp.		965,265
10,700	Swift Transportation Co., Inc.(a)		195,275
21,200	United Parcel Service, Inc. (Class B)(b)		1,546,328
			2,824,782
			21,146,719
INFORMATION TECHNOLOGY    15.0%
Commercial Services & Supplies
100	iPayment, Inc.(a)		3,596
Communications Equipment    2.8%
2,600	Avocent Corp.(a)		79,716
123,500	Cisco Systems, Inc.(a)		2,155,075
2,300	Harris Corp.(b)		94,530
35,400	Qualcomm, Inc.		1,407,504
34,500	Scientific-Atlanta, Inc.		1,222,680
			4,959,505
Computer Software & Services    5.2%
56,700	Compuware Corp.(a)		458,703
56,400	EMC Corp.(a)		787,344
25,700	Fiserv, Inc.(a)(b)		1,122,576
164,500	Microsoft Corp.		4,227,650
2,700	MicroStrategy, Inc. (Class A)(a)(b)		191,430
136,100	Oracle Corp.(a)		1,725,748
3,000	Serena Software, Inc.(a)(b)		65,670
47,700	Xerox Corp.(a)(b)		647,289
			9,226,410

See Notes to Financial Statements.

Dryden Large-Cap Core Equity Fund 13

Portfolio of Investments

as of October 31, 2005 Cont’d.

Shares	Description	Value (Note 1)
Computers & Peripherals    2.9%
35,700	Dell, Inc.(a)	$	1,138,116
21,700	Hewlett-Packard Co.		608,468
41,500	International Business Machines Corp.		3,398,020
			5,144,604
Electronic Equipment & Instruments
3,400	National Instruments Corp.		81,260
Internet Services    0.1%
5,900	Digital Insight Corp.(a)		175,997
IT Consulting & Services    0.1%
3,900	Computer Sciences Corp.(a)		199,875
Semiconductors & Semiconductor Equipment    3.9%
6,500	Cymer, Inc.(a)		226,525
11,500	Freescale Semiconductor, Inc.(a)		274,620
155,700	Intel Corp.		3,658,950
3,700	InterDigital Communications Corp.(a)		71,003
53,800	LSI Logic Corp.(a)(b)		436,318
19,500	Micrel, Inc.(a)		195,000
11,700	National Semiconductor Corp.		264,771
62,700	Texas Instruments, Inc.		1,790,085
			6,917,272
			26,708,519
MATERIALS    2.2%
Chemicals    0.8%
29,000	Chemtura Corp.		310,300
23,600	Dow Chemical Co. (The)		1,082,296
			1,392,596
Construction Materials    0.4%
1,100	Eagle Materials, Inc.		117,139
7,500	Martin Marietta Materials, Inc.		591,825
			708,964
Containers & Packaging
2,000	Ball Corp.		78,740

See Notes to Financial Statements.

14 Visit our website at www.jennisondryden.com

Shares	Description	Value (Note 1)
Metals & Mining    0.9%
2,600	Allegheny Technologies, Inc.	$	74,646
21,600	Freeport-McMoRan Copper & Gold, Inc. (Class B)		1,067,472
3,700	Phelps Dodge Corp.		445,739
			1,587,857
Paper & Packaging    0.1%
6,600	Louisiana-Pacific Corp.		164,538
			3,932,695
TELECOMMUNICATION SERVICES    4.2%
Diversified Telecommunication Services    2.4%
54,000	AT&T Corp.		1,068,120
6,900	BellSouth Corp.		179,538
16,800	CenturyTel, Inc.(b)		549,864
19,700	SBC Communications, Inc.(b)		469,845
7,800	Valor Communications Group, Inc.		99,294
58,700	Verizon Communications, Inc.		1,849,637
			4,216,298
Wireless Telecommunication Services    1.8%
58,500	Motorola, Inc.		1,296,360
81,487	Sprint Nextel Corp.		1,899,451
			3,195,811
			7,412,109
UTILITIES    2.6%
Electric Utilities    2.5%
12,700	Alliant Energy Corp.		335,915
17,800	American Electric Power Co., Inc.(b)		675,688
3,100	DTE Energy Co.		133,920
48,800	Duke Energy Corp.		1,292,224
9,300	Edison International		406,968
1,400	FirstEnergy Corp.		66,500
6,000	Pinnacle West Capital Corp.		250,560
13,000	TXU Corp.		1,309,750
3,800	Westar Energy, Inc.		83,980
			4,555,505

See Notes to Financial Statements.

Dryden Large-Cap Core Equity Fund 15

Portfolio of Investments

as of October 31, 2005 Cont’d.

Shares	Description	Value (Note 1)
Gas Utilities    0.1%
2,100	ONEOK, Inc.	$	60,354
4,200	Sempra Energy		186,060
			246,414
			4,801,919
	Total long-term investments (cost $153,694,841)		177,439,574
Principal Amount (000)
SHORT-TERM INVESTMENTS    25.0%
U.S. Government Security    0.1%
	United States Treasury Bills 3.375%, 12/15/05(c)(d)
$80	(cost $79,670)		79,650
Shares
Mutual Fund    24.9%
	Dryden Core Investment Fund - Taxable Money Market Series(e)(f)
44,472,946	(cost $44,472,946; Note 3)		44,472,946
	Total short-term investments (cost $44,552,616)		44,552,596
	Total Investments    124.4% (cost $198,247,457; Note 5)		221,992,170
	Liabilities in excess of other assets(g)    (24.4%)		(43,565,346	)
	Net Assets    100.0%	$	178,426,824

(a) Non-income producing security.

(b) All or a portion of security is on loan. The aggregate market value of such securities is $41,738,563; cash collateral of $42,615,882 (included in liabilities) was received with which the portfolio purchased highly liquid short-term investments.

(c) All or portion of security segregated as collateral for financial futures contracts.

(d) Rate quoted represents yield-to-maturity as of purchase date.

(e) Represents security, or portion thereof, purchased with cash collateral received for securities on loan.

(f) Prudential Investments LLC, the Manager of the Fund also serves as Manager of the Dryden Core Investment Fund—Taxable Money Market Series.

(g) Liabilities in excess of other assets include net unrealized depreciation of financial futures as follows:

Open future contracts outstanding at October 31, 2005

Number of Contracts	Type	Expiration Date	Value at Trade Date		Value at October 31, 2005		Unrealized Depreciation
	Long Positions:
3	S&P 500 Index	Dec 05	$	923,975	$	907,350	$	(16,625	)

See Notes to Financial Statements.

16 Visit our website at www.jennisondryden.com

The industry classification of portfolio holdings and liabilities in excess of other assets shown as a percentage of net assets as of October 31, 2005 was as follows:

Mutual Fund	24.9	%
Financial	20.5
Information Technology	15.0
Healthcare	13.7
Consumer Discretionary	11.9
Industrials	11.9
Energy	10.2
Consumer Staples	7.2
Telecommunication Services	4.2
Utilities	2.6
Materials	2.2
U. S. Government Security	0.1
	124.4
Liabilities in excess of other assets	(24.4	)
	100.0	%

See Notes to Financial Statements.

Dryden Large-Cap Core Equity Fund 17

Statement of Assets and Liabilities

as of October 31, 2005

Assets
Investments at value, including securities on loan of $41,738,563:
Unaffiliated investments (cost $153,774,511)	$	177,519,224
Affiliated investments (cost $44,472,946)		44,472,946
Dividends and interest receivable		146,570
Receivable for Fund shares Sold		73,769
Prepaid expenses		10,399
Due from broker—variation margin		7,575
Total assets		222,230,483
Liabilities
Payable to broker for collateral for securities on loan (Note 4)		42,615,882
Payable for Fund shares Reacquired		572,952
Accrued expenses		153,974
Payable to custodian		197,984
Distribution fee payable		106,121
Management fee payable		98,006
Transfer agent fee payable		57,100
Deferred trustees’ fees		1,640
Total liabilities		43,803,659
Net Assets	$	178,426,824
Net assets were comprised of:
Shares of beneficial interest, at par	$	16,357
Paid-in capital in excess of par		196,419,189
		196,435,546
Undistributed net investment income		95,537
Accumulated net realized loss on investment transactions		(41,832,347	)
Net unrealized appreciation on investments		23,728,088
Net assets, October 31, 2005	$	178,426,824

See Notes to Financial Statements.

18 Visit our website at www.jennisondryden.com

Class A
Net asset value and redemption price per share
($50,856,106 ÷ 4,542,479 shares of beneficial interest issued and outstanding)	$	11.20
Maximum sales charge (5.50% of offering price)		.65
Maximum offering price to public	$	11.85
Class B
Net asset value, offering price and redemption price per share
($71,435,629 ÷ 6,656,133 shares of beneficial interest issued and outstanding)	$	10.73
Class C
Net asset value, offering price and redemption price per share
($42,422,304 ÷ 3,952,866 shares of beneficial interest issued and outstanding)	$	10.73
Class Z
Net asset value, offering price and redemption price per share
($13,712,785 ÷ 1,205,969 shares of beneficial interest issued and outstanding)	$	11.37

See Notes to Financial Statements.

Dryden Large-Cap Core Equity Fund 19

Statement of Operations

Year Ended October 31, 2005

Net Investment Income
Income
Unaffiliated dividends (net of foreign withholding taxes of $96,538)	$	3,836,507
Affiliated dividend income		38,960
Affiliated income from securities loaned, net		29,585
Interest		2,147
Total income		3,907,199
Expenses
Management fee		1,276,562
Distribution fee—Class A		131,011
Distribution fee—Class B		830,274
Distribution fee—Class C		476,287
Transfer agent’s fees and expenses (including affiliated expenses of $192,000) (Note 3)		223,000
Custodian’s fees and expenses		167,000
Reports to shareholders		85,000
Registration fees		65,000
Legal fees and expenses		41,000
Audit fee		17,000
Trustees’ fees		13,000
Insurance		6,000
Miscellaneous		12,421
Total expenses		3,343,555
Net investment income		563,644
Realized And Unrealized Gain (Loss) On Investments
Net realized gain on:
Investment transactions		21,015,412
Financial futures transactions		119,274
		21,134,686
Net change in unrealized appreciation on:
Investments		(5,329,104	)
Financial futures contracts		(26,300	)
		(5,355,404	)
Net gain on investments		15,779,282
Net Increase In Net Assets Resulting From Operations	$	16,342,926

See Notes to Financial Statements.

20 Visit our website at www.jennisondryden.com

Statement of Changes in Net Assets

	Year Ended October 31,
	2005			2004
Increase (Decrease) In Net Assets
Operations
Net investment income (loss)	$	563,644		$	(128,657	)
Net realized gain on investment transactions		21,134,686			18,836,329
Net change in unrealized appreciation (depreciation) on investments		(5,355,404	)		(664,363	)
Net increase in net assets resulting from operations		16,342,926			18,043,309
Dividends from net investment income (Note 1)
Class A		(357,161	)		—
Class B		—			—
Class C		—			—
Class Z		(111,519	)		—
		(468,680	)		—
Fund share transactions (Net of share conversions) (Note 6)
Net proceeds from shares sold		15,765,423			25,427,167
Net asset value of shares issued in reinvestment of dividends		409,769			—
Cost of shares reacquired		(54,200,860	)		(55,465,972	)
Net decrease in net assets from Fund share transactions		(38,025,668	)		(30,038,805	)
Total decrease		(22,151,422	)		(11,995,496	)
Net Assets
Beginning of year		200,578,246			212,573,742
End of year(a)	$	178,426,824		$	200,578,246
(a) Includes undistributed net investment income of:	$	95,537		$	—

See Notes to Financial Statements.

Dryden Large-Cap Core Equity Fund 21

Notes to Financial Statements

Dryden Large-Cap Core Equity Fund (the “Fund”) is a series of Dryden Tax-Managed Funds (the “Trust”), which is registered under the Investment Company Act of 1940 as a diversified, open-end management investment company. The Trust was organized as a business trust in Delaware on September 18, 1998. The Fund commenced investment operations on March 3, 1999.

The Fund’s investment objective is to seek long-term after-tax growth of capital. It invests in a portfolio of equity-related securities, such as common stock and convertible securities of U.S. companies.

Note 1. Accounting Policies

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

Securities Valuation: Securities listed on a securities exchange (other than options on securities and indices) are valued at the last sale price on such exchange on the day of valuation or, if there was no sale on such day, at the mean between the last reported bid and ask prices, or at the last bid price on such day in the absence of an asked price. Securities traded via Nasdaq are valued at the Nasdaq official closing price (NOCP) on the day of valuation, or if there was no NOCP, at the last sale price. Securities that are actively traded in the over-the-counter market, including listed securities for which the primary market is believed by Prudential Investments LLC (“PI” or “Manager”), in consultation with the subadvisers, to be over-the-counter, are valued at market value using prices provided by an independent pricing agent or principal market maker. Options on securities and indices traded on an exchange are valued at the last sale price as of the close of trading on the applicable exchange or, if there was no sale, at the mean between the most recently quoted bid and asked prices on such exchange. Futures contracts and options thereon traded on a commodities exchange or board of trade are valued at the last sale price at the close of trading on such exchange or board of trade or, if there was no sale on the applicable commodities exchange or board of trade on such day, at the mean between the most recently quoted bid and asked prices on such exchange or board of trade or at the last bid price in the absence of an asked price. Prices may be obtained from independent pricing services which use information provided by market makers or estimates of market values obtained from yield data relating to investments or securities with similar characteristics. Securities for which reliable market quotations are not readily available, or whose values have been affected by events occurring after the close of the security’s foreign market and before the Funds’ normal pricing

22 Visit our website at www.jennisondryden.com

time, are valued at fair value in accordance with the Board of Trustees approved fair valuation procedures. When determining the fair valuation 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 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 mutual funds to calculate their net asset values.

Investments in mutual funds are valued at their net asset value as of the close of the New York Stock Exchange on the date of valuation.

Short-term securities which mature in 60 days or less are valued at amortized cost, which approximates market value. The amortized cost method includes valuing a security at its cost on the date of purchase and thereafter assuming a constant amortization to maturity of the difference between the principal amount due at maturity and cost. Short-term securities which mature in more than 60 days are valued at current market quotations.

Repurchase Agreements: In connection with transactions in repurchase agreements with United States financial institutions, it is the Fund’s policy that its custodian or designated subcustodians under triparty repurchase agreements, as the case may be, take possession of the underlying collateral securities, the value of which exceeds the principal amount of the repurchase transaction including accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked to market on a daily basis to ensure the adequacy of the collateral. If the seller defaults and the value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited.

Securities Lending: The Fund may lend its portfolio securities to broker-dealers. The loans are secured by collateral at least equal at all times to the market value of the securities loaned. 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 lender securities identical to the loaned securities. Should the borrower of the securities fail financially, the Fund has the right to repurchase the securities using the collateral in the open market. 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

Dryden Large-Cap Core Equity Fund 23

Notes to Financial Statements

Cont’d

cash received as collateral. The Fund also continues to receive interest and dividends or amounts equivalent thereto, on the securities loaned and recognizes any unrealized gain or loss in the market price of the securities loaned that may occur during the term of the loan.

Financial Futures Contracts: A financial futures contract is an agreement to purchase (long) or sell (short) an agreed amount of securities at a set price for delivery on a future date. Upon entering into a financial futures contract, the Fund is required to pledge to the broker an amount of cash and/or other assets equal to a certain percentage of the contract amount. This amount is known as the “initial margin”. Subsequent payments, known as “variation margin”, are made or received by the Fund each day, depending on the daily fluctuations in the value of the underlying security. Such variation margin is recorded for financial statement purposes on a daily basis as unrealized gain or loss. When the contract expires or is closed, the gain or loss is realized and is presented in the Statement of Operations as net realized gain or loss on financial futures contracts.

The Fund invests in financial futures contracts in order to hedge its existing portfolio securities, or securities the Fund intends to purchase, against fluctuations in value caused by changes in prevailing interest rates or market conditions. Should interest rates move unexpectedly, the Fund may not achieve the anticipated benefits of the financial futures contracts and may realize a loss. The use of futures transactions involves the risk of imperfect correlation in movements in the price of futures contracts, interest rates and the underlying hedged assets.

Financial futures contracts involve elements of both market and credit risk in excess of the amounts reflected on the Statement of Assets and Liabilities.

Securities Transactions and Net Investment Income: Securities transactions are recorded on the trade date. Realized gains or losses on sales of securities are calculated on an identified cost basis. Dividend income is recorded on the ex-dividend date and interest income, including amortization of premium and accretion of discount on debt securities, as required, is recorded on an accrual basis. Expenses are recorded on the accrual basis.

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

24 Visit our website at www.jennisondryden.com

Dividends and Distributions: The Fund expects to pay dividends of net investment income and distributions of net realized capital gains, if any, annually. Dividends and 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-dividend date. Permanent book/tax differences relating to income and gains are reclassified amongst undistributed net investment income, accumulated net realized gain or loss and paid-capital in excess of par, as appropriate.

Taxes: For federal income tax purposes, 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 shareholders. Therefore, no federal income tax provision is required.

Withholding taxes on foreign dividends are recorded net of reclaimable amounts, at the time related income is earned.

Estimates: The preparation of the 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.

Note 2. Agreements

The Trust has a management agreement for the Fund with PI. Pursuant to this agreement, PI has responsibility for all investment advisory services and supervises the subadviser’s performance of such services. PI has entered into a subadvisory agreement with Quantitative Management Associates LLC (“QMA”). The subadvisory agreement provides that QMA furnishes investment advisory services in connection with the management of the Fund. PI pays for the services of QMA, 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 PI is computed daily and payable monthly at an annual rate of .65 of 1% of the average daily net assets of the Fund up to and including $500 million and .60 of 1% of such assets in excess of $500 million. The effective management fee rate was .65 of 1% of average daily net assets of the Fund.

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

Dryden Large-Cap Core Equity Fund 25

Notes to Financial Statements

Cont’d

Pursuant to the Class A, B and C Plans, the Fund compensates PIMS for distribution related activities at an annual rate of up to .30 of 1%, 1% and 1%, of the average daily net assets of the Class A, B and C shares, respectively. For the year ended October 31, 2005, PIMS contractually agreed to limit such fees to .25 of 1% of the average daily net assets of the Class A shares.

PIMS has advised the Fund that it received approximately $44,600 in front-end sales charges resulting from sales of Class A shares, respectively, during the year ended October 31, 2005. 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 October 31, 2005, it received approximately $145,400 and $3,100 in contingent deferred sales charges imposed upon certain redemptions by Class B and Class C shareholders, respectively.

PI, QMA and PIMS are indirect, wholly-owned subsidiaries of Prudential Financial, Inc. (“Prudential”).

The Fund, along with other affiliated registered investment companies (the “Funds”), is a party to a syndicated credit agreement (“SCA”) with two banks. The commitment under the credit agreement is $500 million. For the period from October 29, 2004 through October 28, 2005, the Fund paid a commitment fee of .075 of 1% of the unused portion of the agreement. Effective October 29, 2005, the Funds renewed the SCA with the banks. The Fund pays a commitment fee of .0725 of 1% of the unused portion of the renewed SCA. The commitment fee is accrued daily and paid quarterly and is allocated to the Funds pro-rata based on net assets. The expiration date of the renewed SCA is October 28, 2006. The Fund did not borrow any amounts pursuant to the SCA during the year ended October 31, 2005.

Note 3. Other Transactions with Affiliate

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

26 Visit our website at www.jennisondryden.com

The Fund pays networking fees to affiliated and unaffiliated broker/dealers. These networking fees are payments made to broker/dealers that clear mutual fund transactions through a national clearing system. For the year ended October 31, 2005, the Fund incurred approximately $116,700 in total networking fees. These amounts are included in transfer agent’s fees and expenses in the Statement of Operations.

Prudential Investment Management, Inc., (“PIM”), an indirect, wholly-owned subsidiary of Prudential, is the Fund’s security lending agent. For the year ended October 31, 2005, PIM has been compensated in the amount of approximately $11,300 for these services.

The Fund invests in the Taxable Money Market Series (the “Portfolio”), a portfolio of Dryden Core Investment Fund, formerly Prudential Core Investment Fund, pursuant to an exemptive order received from the Securities and Exchange Commission. The Portfolio is a money market mutual fund registered under the Investment Company Act of 1940, as amended, and managed by PI.

Note 4. Portfolio Securities

Purchases and sales of investment securities, other than short-term investments, for the year ended October 31, 2005 were $144,249,568, and $182,097,644, respectively.

As of October 31, 2005, the Fund had securities on loan with an aggregate market value of $41,738,563. The Fund received $42,615,882 in cash collateral for securities on loan which was used to purchase highly liquid short-term investments in accordance with the Fund’s securities lending procedures.

Note 5. Distributions and Tax Information

In order to present undistributed net investment income 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. For the year ended October 31, 2005, the adjustments were to increase undistributed net investment income and decrease paid-in capital in excess of par by $573 due to permanent book to tax adjustments.

For the year ended October 31, 2005, the tax character of dividends paid as reflected in the Statement of Changes of $468,680 was ordinary income. As of October 31, 2005, the accumulated undistributed earnings on a tax basis was $97,177 of ordinary income. For the year ended October 31, 2004, the Fund did not distribute any dividends.

Dryden Large-Cap Core Equity Fund 27

Notes to Financial Statements

Cont’d

The United States federal income tax basis of the Fund’s investments and the net unrealized appreciation as of October 31, 2005 were as follows:

Tax Basis of Investments	Appreciation	Depreciation	Net Unrealized Appreciation
$199,312,099	$28,045,235	$5,365,164	$22,680,071

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

As of October 31, 2005, the Fund had a capital loss carryforward for tax purposes of approximately $40,784,000 of which $20,699,000 expires in 2009, $10,888,000 expires in 2010 and $9,197,000 expires in 2011. Accordingly, no capital gains distribution is expected to be paid to shareholders until net gains have been realized in excess of such carryforward. In addition, the Fund utilized approximately $20,505,000 of its capital loss carryforward to offset net taxable gains realized in the fiscal year ended October 31, 2005. It is uncertain whether the Fund will be able to realize the full benefit prior to the expiration date.

Note 6. Capital

The Fund offers Class A, Class B, Class C and Class Z shares. Class A shares are sold with a front-end sales charge of up to 5.5%. All investors who purchase Class A shares in an amount of $1 million or more and sell these shares within 12 months of purchase are subject to a contingent deferred sales charge (CDS) of 1%, including investors who purchase their shares through broker-dealers affiliated with Prudential. Class B shares are sold with a contingent deferred sales charge which declines from 5% to zero depending on the period of time the shares are held. Class C shares are not subject to a initial sales charge and the contingent deferred sales charge (CDSC) for Class C shares is 12 months from the date or purchase. Class B shares will automatically convert to Class A shares on a quarterly basis approximately seven years after purchase. A special exchange privilege is also available for shareholders who qualify to purchase Class A shares at net asset value. Class Z shares are not subject to any sales or redemption charge and are offered exclusively for sale to a limited group of investors.

The Fund has authorized an unlimited number of shares of beneficial interest at $.001 par value.

28 Visit our website at www.jennisondryden.com

Transactions in shares of beneficial interest were as follows:

Class A	Shares		Amount
Year ended October 31, 2005:
Shares sold	843,685		$	9,263,310
Shares issued in reinvestment of dividends	27,810			301,465
Shares reacquired	(1,488,989	)		(16,494,624	)
Net increase (decrease) in shares outstanding before conversion	(617,494	)		(6,929,849	)
Shares issued upon conversion from Class B	335,103			3,736,010
Net increase (decrease) in shares outstanding	(282,391	)	$	(3,193,839	)
Year ended October 31, 2004:
Shares sold	872,498		$	8,895,584
Shares reacquired	(1,594,825	)		(16,178,718	)
Net increase (decrease) in shares outstanding before conversion	(722,327	)		(7,283,134	)
Shares issued upon conversion from Class B	156,689			1,599,605
Net increase (decrease) in shares outstanding	(565,638	)	$	(5,683,529	)
Class B
Year ended October 31, 2005:
Shares sold	266,756		$	2,811,325
Shares reacquired	(2,227,113	)		(23,692,568	)
Net increase (decrease) in shares outstanding before conversion	(1,960,357	)		(20,881,243	)
Shares reacquired upon conversion into Class A	(348,239	)		(3,736,010	)
Net increase (decrease) in shares outstanding	(2,308,596	)	$	(24,617,253	)
Year ended October 31, 2004:
Shares sold	423,538		$	4,124,787
Shares reacquired	(2,140,201	)		(20,789,785	)
Net increase (decrease) in shares outstanding before conversion	(1,716,663	)		(16,664,998	)
Shares reacquired upon conversion into Class A	(162,764	)		(1,599,605	)
Net increase (decrease) in shares outstanding	(1,879,427	)	$	(18,264,603	)
Class C
Year ended October 31, 2005:
Shares sold	78,756		$	840,693
Shares reacquired	(1,160,841	)		(12,348,602	)
Net increase (decrease) in shares outstanding	(1,082,085	)	$	(11,507,909	)
Year ended October 31, 2004:
Shares sold	274,118		$	2,649,583
Shares reacquired	(1,261,684	)		(12,252,075	)
Net increase (decrease) in shares outstanding	(987,566	)	$	(9,602,492	)

Dryden Large-Cap Core Equity Fund 29

Notes to Financial Statements

Cont’d

Class Z	Shares		Amount
Year ended October 31, 2005:
Shares sold	255,009		$	2,850,095
Shares issued in reinvestment of dividends	9,855			108,304
Shares reacquired	(147,869	)		(1,665,066	)
Net increase (decrease) in shares outstanding	116,995		$	1,293,333
Year ended October 31, 2004:
Shares sold	944,300		$	9,757,213
Shares reacquired	(605,841	)		(6,245,394	)
Net increase (decrease) in shares outstanding	338,459		$	3,511,819

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Financial Highlights

OCTOBER 31, 2005 ANNUAL REPORT

Dryden Large Cap Core Equity Fund

Financial Highlights

	Class A
	Year Ended October 31, 2005
Per Share Operating Performance:
Net Asset Value, Beginning Of Year	$	10.36
Income (loss) from investment operations:
Net investment income		.08
Net realized and unrealized gain (loss) on investment transactions		.83
Total from investment operations		.91
Less Dividends:
Dividends from net investment income		(.07	)
Net asset value, end of year	$	11.20
Total Return(b):		8.84	%
Ratios/Supplemental Data:
Net assets, end of year (000)	$	50,856
Average net assets (000)	$	52,404
Ratios to average net assets:
Expenses, including distribution and service (12b-1) fees(c)		1.22	%
Expenses, excluding distribution and service (12b-1) fees		.97	%
Net investment income		.75	%
For Class A, B, C and Z shares:
Portfolio turnover rate		74	%

(a) Calculated based upon 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 shares on the first day and a sale on the last day of each year reported, and includes reinvestment of dividends and distributions.

(c) The distributor of the Fund has contractually agreed to limit its distribution and service (12b-1) fees to .25 of 1% of the average daily net assets of the Class A shares.

See Notes to Financial Statements.

32 Visit our website at www.jennisondryden.com

Class A
Year Ended October 31,
2004			2003			2002(a)			2001(a)
$	9.47		$	7.79		$	9.06		$	12.41
	.05			.04			.03			.02
	.84			1.64			(1.30	)		(3.37	)
	.89			1.68			(1.27	)		(3.35	)
	—			—			—			—
$	10.36		$	9.47		$	7.79		$	9.06
	9.40	%		21.57	%		(14.02	)%		(26.99	)%
$	49,979		$	51,026		$	49,310		$	66,778
$	48,763		$	48,812		$	62,399		$	81,887
	1.16	%		1.19	%		1.16	%		1.10	%
	.91	%		.94	%		.91	%		.85	%
	.47	%		.48	%		.32	%		.15	%
	73	%		69	%		69	%		73	%

See Notes to Financial Statements.

Dryden Large-Cap Core Equity Fund 33

Financial Highlights

Cont’d

	Class B
	Year Ended October 31, 2005
Per Share Operating Performance:
Net Asset Value, Beginning Of Year	$	9.94
Income (loss) from investment operations:
Net investment income (loss)		—	(b)
Net realized and unrealized gain (loss) on investment transactions		.79
Total from investment operations		.79
Net asset value, end of year	$	10.73
Total Return(c):		7.95	%
Ratios/Supplemental Data:
Net assets, end of year (000)	$	71,436
Average net assets (000)	$	83,027
Ratios to average net assets:
Expenses, including distribution and service (12b-1) fees		1.97	%
Expenses, excluding distribution and service (12b-1) fees		.97	%
Net investment income (loss)		.04	%

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

(b) Less than $.005 per share.

(c) Total return does not consider the effects of sales loads. Total return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported, and includes reinvestment of dividends and distributions.

See Notes to Financial Statements.

34 Visit our website at www.jennisondryden.com

Class B
Year Ended October 31,
2004			2003			2002(a)			2001(a)
$	9.15		$	7.59		$	8.89		$	12.27
	(.03	)		(.02	)		(.04	)		(.06	)
	.82			1.58			(1.26	)		(3.32	)
	.79			1.56			(1.30	)		(3.38	)
$	9.94		$	9.15		$	7.59		$	8.89
	8.63	%		20.55	%		(14.62	)%		(27.55	)%
$	89,099		$	99,237		$	99,771		$	147,021
$	96,512		$	95,925		$	132,783		$	184,943
	1.91	%		1.94	%		1.91	%		1.85	%
	.91	%		.94	%		.91	%		.85	%
	(.28	)%		(.27	)%		(.43	)%		(.60	)%

Dryden Large-Cap Core Equity Fund 35

Financial Highlights

Cont’d

	Class C
	Year Ended October 31, 2005
Per Share Operating Performance:
Net Asset Value, Beginning Of Year	$	9.94
Income (loss) from investment operations:
Net investment income (loss)		—	(b)
Net realized and unrealized gain (loss) on investment transactions		.79
Total from investment operations		.79
Net asset value, end of year	$	10.73
Total Return(c):		7.95	%
Ratios/Supplemental Data:
Net assets, end of year (000)	$	42,422
Average net assets (000)	$	47,629
Ratios to average net assets:
Expenses, including distribution and service (12b-1) fees		1.97	%
Expenses, excluding distribution and service (12b-1) fees		.97	%
Net investment income (loss)		.03	%

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

(b) Less than $.005 per share.

(c) Total return does not consider the effects of sales loads. Total return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported, and includes reinvestment of dividends and distributions.

See Notes to Financial Statements.

36 Visit our website at www.jennisondryden.com

Class C
Year Ended October 31,
2004			2003			2002(a)			2001(a)
$	9.15		$	7.59		$	8.89		$	12.27
	(.03	)		(.02	)		(.04	)		(.06	)
	.82			1.58			(1.26	)		(3.32	)
	.79			1.56			(1.30	)		(3.38	)
$	9.94		$	9.15		$	7.59		$	8.89
	8.63	%		20.55	%		(14.62	)%		(27.55	)%
$	50,042		$	55,112		$	54,415		$	85,848
$	53,868		$	52,674		$	75,295		$	109,346
	1.91	%		1.94	%		1.91	%		1.85	%
	.91	%		.94	%		.91	%		.85	%
	(.28	)%		(.27	)%		(.43	)%		(.60	)%

See Notes to Financial Statements.

Dryden Large-Cap Core Equity Fund 37

Financial Highlights

Cont’d

	Class Z
	Year Ended October 31, 2005
Per Share Operating Performance:
Net Asset Value, Beginning Of Year	$	10.52
Income (loss) from investment operations:
Net investment income		.11
Net realized and unrealized gain (loss) on investment transactions		.84
Total from investment operations		.95
Less Dividends:
Dividends from net investment income		(.10	)
Net asset value, end of year	$	11.37
Total Return(b):		9.06	%
Ratios/Supplemental Data:
Net assets, end of year (000)	$	13,713
Average net assets (000)	$	13,218
Ratios to average net assets:
Expenses, including distribution and service (12b-1) fees		.97	%
Expenses, excluding distribution and service (12b-1) fees		.97	%
Net investment income		.96	%

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

(b) Total return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported, and includes reinvestment of dividends and distributions.

See Notes to Financial Statements.

38 Visit our website at www.jennisondryden.com

Class Z
Year Ended October 31,
2004			2003			2002(a)			2001(a)
$	9.59		$	7.88		$	9.13		$	12.48
	.06			.07			.05			.04
	.87			1.64			(1.30	)		(3.39	)
	.93			1.71			(1.25	)		(3.35	)
	—			—			—			—
$	10.52		$	9.59		$	7.88		$	9.13
	9.70	%		21.70	%		(13.69	)%		(26.84	)%
$	11,457		$	7,198		$	6,969		$	13,469
$	8,905		$	6,981		$	11,218		$	18,523
	.91	%		.94	%		.91	%		.85	%
	.91	%		.94	%		.91	%		.85	%
	.73	%		.73	%		.55	%		.39	%

See Notes to Financial Statements.

Dryden Large-Cap Core Equity Fund 39

Report of Independent Registered Public

Accounting Firm

The Board of Trustees and Shareholders of

Dryden Tax-Managed Funds—Dryden Large-Cap Core Equity Fund

We have audited the accompanying statement of assets and liabilities of Dryden Tax-Managed Funds—Dryden Large-Cap Core Equity Fund (hereafter referred to as the “Fund”), including the portfolio of investments, as of October 31, 2005, and the related statement of operations for the year then ended, and the statement of changes in net assets and the financial highlights for each of years in the two-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. The financial highlights for the years presented prior to the year ended October 31, 2004, were audited by another independent registered public accounting firm, whose report dated December 22, 2003, expressed an unqualified opinion thereon.

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 October 31, 2005, by correspondence with the custodian and brokers. 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 October 31, 2005, and the results of its operations for the year then ended, and the changes in its net assets and the financial highlights for each of the years in the two-year period then ended, in conformity with U.S. generally accepted accounting principles.

New York, New York

December 23, 2005

40 Visit our website at www.jennisondryden.com

Tax Information

(Unaudited)

We are required by the Internal Revenue Code to advise you within 60 days of the Fund’s fiscal year end (October 31, 2005) as to the federal income tax status of dividends paid by the Fund during such fiscal period. Accordingly, we are advising you that during its fiscal year ended October 31, 2005, the Fund paid an ordinary distribution for Class A and Class Z shares of $0.07 per share and $0.10 per share, respectively, which represents net investment income.

Further, we wish to advise you that 100% of the ordinary income dividends paid in the fiscal period ended October 31, 2005 qualified for the corporate dividend received deduction available to corporate taxpayers.

The Fund intends to designate 100% of ordinary income dividends, as qualified for the reduced tax rate under The Jobs and Growth Tax Relief Reconciliation Act of 2003.

In January 2006, 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 2005.

Dryden Large-Cap Core Equity Fund 41

Management of the Trust

(Unaudited)

Information pertaining to the Directors of the Fund is set forth below. Directors who are not deemed to be “interested persons” of the Fund, as defined in the Investment Company Act of 1940 as amended, (the 1940 Act) are referred to as “Independent Directors.” Directors who are deemed to be “interested persons” of the Fund are referred to as “Interested Directors.” “Fund Complex”^† consists of the Fund and any other investment companies managed by PI.

Independent Directors⁽²⁾

Linda W. Bynoe (53), Director since 2005⁽³⁾ Oversees 88 portfolios in Fund complex

Principal occupations (last 5 years): President and Chief Executive Officer (since March 1995) of Telemat Ltd. (management consulting); formerly Vice President at Morgan Stanley & Co.

Other Directorships held:⁽⁴⁾ Director of Dynegy Inc. (energy services) (since September 2002) and Simon Property Group, Inc. (real estate investment trust) (since May 2003); Director (since August 2005) of The High Yield Plus Fund, Inc.

David E.A. Carson (71), Director since 2003⁽³⁾ Oversees 92 portfolios in Fund complex

Principal occupations (last 5 years): Formerly Director (January 2000-May 2000), Chairman (January 1999- December 1999), Chairman and Chief Executive Officer (January 1998-December 1998) and President, Chairman and Chief Executive Officer (1983-1997) of People’s Bank.

Other Directorships held:⁽⁴⁾ Director (since 2004) of The High Yield Plus Fund, Inc.

Robert E. La Blanc (71), Director since 2003⁽³⁾ Oversees 89 portfolios in Fund complex

Principal occupations (last 5 years): President (since 1981) of Robert E. La Blanc Associates, Inc. (telecommunications).

Other Directorships held:⁽⁴⁾ Director of Chartered Semiconductor Manufacturing, Ltd. (since 1998); Computer Associates International, Inc. (since 2002) (software company); FiberNet Telecom Group, Inc. (since 2003) (telecom company); Director (since April 1999) of The High Yield Plus Fund, Inc.

Douglas H. McCorkindale (66), Director since 1998⁽³⁾ Oversees 89 portfolios in Fund complex

Principal occupations (last 5 years): Chairman (since February 2001) of Gannett Co. Inc. (publishing and media); formerly Chief Executive Officer (June 2000-July 2005), President (September 1997-July 2005) and Vice Chairman (March 1984-May 2000) of Gannett Co. Inc.

Other Directorships held:⁽⁴⁾ Director of Gannett Co. Inc., Director of Continental Airlines, Inc. (since May 1993); Director of Lockheed Martin Corp. (aerospace and defense) (since May 2001); Director of The High Yield Plus Fund, Inc. (since 1996).

Richard A. Redeker (62), Director since 1998⁽³⁾ Oversees 89 portfolios in Fund complex

Principal occupations (last 5 years): Management Consultant; Director of Invesmart, Inc. (since 2001) and Director of Penn Tank Lines, Inc. (since 1999).

Other Directorships held:⁽⁴⁾ Director (since January 2005) of The High Yield Plus Fund, Inc.

42 Visit our website at www.jennisondryden.com

Robin B. Smith (66), Trustee since 1998⁽³⁾ Oversees 90 portfolios in Fund complex

Principal occupations (last 5 years): Chairman of the Board (since January 2003) of Publishers Clearing House (direct marketing); formerly Chairman and Chief Executive Officer (August 1996-January 2003) of Publishers Clearing House.

Other Directorships held:⁽⁴⁾ Director of BellSouth Corporation (since 1992); Director (since January 2005) of The High Yield Plus Fund, Inc.

Stephen G. Stoneburn (62), Trustee since 2003⁽³⁾ Oversees 89 portfolios in Fund complex

Principal occupations (last 5 years): President and Chief Executive Officer (since June 1996) of Quadrant Media Corp. (a 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 and Senior Vice President of Fairchild Publications, Inc. (1975-1989).

Other Directorships held:⁽⁴⁾ Director (since January 2005) of The High Yield Plus Fund, Inc.

Clay T. Whitehead (67), Trustee since 1998⁽³⁾ Oversees 90 portfolios in Fund complex

Principal occupations (last 5 years): President (since 1983) of National Exchange Inc. (new business development firm).

Other Directorships held:⁽⁴⁾ Director (since 2000) of The High Yield Plus Fund, Inc.

Interested Trustees⁽¹⁾

Judy A. Rice (57), President since 2003 and Trustee since 2000⁽³⁾ Oversees 89 portfolios in Fund complex

Principal occupations (last 5 years): President, Chief Executive Officer, Chief Operating Officer and Officer-in-Charge (since February 2003) of PI; Vice President (since February 1999) of Prudential Investment Management Services LLC; President, Chief Executive Officer and Officer-in-Charge (since April 2003) of Prudential Mutual Fund Services LLC; formerly Executive Vice President (September 1999-February 2003) of PI; Member of Board of Governors of the Money Management Institute.

Other Directorships held:⁽⁴⁾ Director (since August 2005) of The High Yield Plus Fund, Inc.

Robert F. Gunia (59), Vice President and Trustee since 1998⁽³⁾ Oversees 157 portfolios in Fund complex

Principal occupations (last 5 years): Chief Administrative Officer (since September 1999) and Executive Vice President (since December 1996) of PI; President (since April 1999) of Prudential Investment Management Services LLC; Executive Vice President (since March 1999) and Treasurer (since May 2000) of Prudential Mutual Fund Services LLC.

Other Directorships held:⁽⁴⁾ Vice President and Director (since May 1989) and Treasurer (since 1999) of The Asia Pacific Fund, Inc.; Vice President (since 2004) and Director (since August 2005) of The High Yield Plus Fund, Inc.

Information pertaining to the Officers of the Fund who are not also Trustee is set forth below.

Officers⁽²⁾

Kathryn L. Quirk (52), Chief Legal Officer since 2005⁽³⁾

Principal occupations (last 5 years): Vice President and Corporate Counsel (since September 2004) of Prudential; Executive Vice President, Chief Legal Officer and Secretary (since July 2005) of PI and Prudential Mutual Fund Services LLC; formerly Managing Director, General Counsel, Chief Compliance Officer, Chief Risk Officer and Corporate Secretary (1997-2002) of Zurich Scudder Investments, Inc.

Dryden Large-Cap Core Equity Fund 43

Grace C. Torres (46), Treasurer and Principal Financial and Accounting Officer since 1998⁽³⁾

Principal occupations (last 5 years): Assistant Treasurer (since March 1999) and Senior Vice President (since September 1999) of PI; Assistant Treasurer (since May 2003) and Vice President (since June 2005) of American Skandia Investment Services, Inc.; Senior Vice President and Assistant Treasurer (since May 2003) of American Skandia Advisory Services, Inc.; formerly Senior Vice President (May 2003-June 2005) of American Skandia Investment Services, Inc.

Jack Benintende (41), Acting Treasurer since 2005⁽³⁾

Principal occupations (last 5 years): Vice President (since June 2000) within Prudential Mutual Fund Administration; Assistant Treasurer (since September 2004) of The High Yield Plus Fund, Inc.; formerly Assistant Treasurer (2000-October 2004) of Aberdeen Asia-Pacific Income Fund, Inc. and Aberdeen Australia Equity Fund, Inc.; Senior manager within the investment management practice of PricewaterhouseCoopers LLP (May 1994 through June 2000).

Deborah A. Docs (47), Secretary since 2004⁽³⁾

Principal occupations (last 5 years): Vice President and Corporate Counsel (since January 2001) of Prudential; Vice President (since December 1996) and Assistant Secretary (since March 1999) of PI; formerly Vice President and Assistant Secretary (May 2003-June 2005) of American Skandia Investment Services, Inc.

Jonathan D. Shain (47), Assistant Secretary since 2005⁽³⁾

Principal occupations (last 5 years): Vice President and Corporate Counsel (since August 1998) of Prudential; Vice President and Assistant Secretary (since May 2001) of PI; Vice President and Assistant Secretary (since February 2001) of PMFS; formerly Vice President and Assistant Secretary (May 2003-June 2005) of American Skandia Investment Services, Inc.

Marina Belaya (38), Assistant Secretary since 2005

Vice President and Corporate Counsel (since April 2005) of Prudential; formerly Associate (September 2002-March 2005) at Schutle, Roth & Zabel LLP.

Claudia DiGiacomo (31), Assistant Secretary since 2005

Vice President and Corporate Counsel (since January 2005) of Prudential; Associate at Sidley Austin Brown & Wood LLP (1999-2004).

Lee D. Augsburger (46), Chief Compliance Officer since 2004⁽³⁾

Principal occupations (last 5 years): Senior Vice President and Chief Compliance Officer (since April 2003) of PI; Vice President (since November 2000) and Chief Compliance Officer (since October 2000) of Prudential Investment Management, Inc.; Chief Compliance Officer and Senior Vice President (since May 2003) of American Skandia Investment Services, Inc.; Chief Compliance Officer (since October 2004) of Quantitative Management Associates LLC.

Maryanne Ryan (41), Anti-Money Laundering Compliance Officer since 2002⁽³⁾

Principal occupations (last 5 years): Anti-Money Laundering Officer and Vice President (since April 2002) of Pruco Securities, LLC; Vice President and Bank Secrecy Act Officer (since July 2004) of Prudential Trust Company; Anti-Money Laundering Officer (since April 2003) of PI.

44 Visit our website at www.jennisondryden.com

^† The Fund Complex consists of all investment companies managed by PI. The Funds for which PI serves as manager include JennisonDryden Mutual Funds, Strategic Partners Funds, The Prudential Variable Contract Accounts 2, 10, 11, The Target Portfolio Trust, The Prudential Series Fund, Inc., American Skandia Trust and Prudential’s Gibraltar Fund.

⁽¹⁾ “Interested” Director, as defined in the 1940 Act, by reason of employment with the Manager, the Subadviser(s) or the Distributor.

⁽²⁾ Unless otherwise noted, the address of the Directors and Officers is c/o: Prudential Investments LLC, Gateway Center Three, 100 Mulberry Street, Newark, NJ 07102.

⁽³⁾ There is no set term of office for Directors and Officers. The Independent Directors have adopted a retirement policy, which calls for the retirement of Directors on December 31 of the year in which they reach the age of 75. The table shows the individuals length of service as Director and/or Officer.

⁽⁴⁾ This column includes only directorships of companies required to register, or file reports with the SEC under the Securities and Exchange Act of 1934 (that is, “public companies”) or other investment companies registered under the 1940 Act.

Dryden Large-Cap Core Equity Fund 45

Approval of Advisory Agreements

On May 24, 2005, the Board of Trustees (the “Board”) of Dryden Tax-Managed Funds, including all of the Independent Trustees, met and approved the continuance of the management and subadvisory agreements for Dryden Large-Cap Core Equity Fund (the “Fund”) for an interim period ending July 31, 2005. Subsequently, at its meeting on June 23, 2005, the Board, including a majority of the Independent Trustees, approved the continuance of the management and subadvisory agreements for the Fund through July 31, 2006.

In advance of the meeting, the Board received materials relating to the agreements, and had the opportunity to ask questions and request further information in connection with their consideration. In approving the agreements, the Board, including the Independent Trustees advised by independent legal counsel, considered the factors they deemed relevant, including the nature, quality and extent of services provided, the performance of the Fund, the profitability of Prudential Investments LLC (“PI”) and its affiliates, expenses and fees, and the potential for economies of scale that may be shared with the Fund and its shareholders. In their deliberations, the Trustees did not identify any single factor that was dispositive and each Trustee attributed different weights to the various factors.

The Directors determined that the overall arrangements between the Fund and PI, which serves as the Fund’s investment manager pursuant to a management agreement, and between PI and Quantitative Management Associates LLC (“QMA”), which serves as the Fund’s subadviser pursuant to the terms of a subadvisory agreement with PI, are fair and reasonable in light of the services performed, fees charged, and such other matters as the Trustees considered relevant in the exercise of their business judgment.

Several of the material factors and conclusions that formed the basis for the Trustees 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 and extent of services provided to the Fund by PI and QMA. The Board considered the services provided by PI, including but not limited to the oversight of the subadviser for the Fund, as well as the provision of Fund accounting, recordkeeping, compliance, and other services to the Fund. The Board also considered that PI pays the salaries of all of the officers and non-independent Trustees of the Fund. The Board also considered the investment subadvisory services provided by QMA, as well as adherence to the

Dryden Large-Cap Core Equity Fund

Approval of Advisory Agreements (continued)

Fund’s investment restrictions and compliance with applicable Fund policies and procedures.

The Board reviewed the qualifications, backgrounds and responsibilities of PI’s senior management responsible for the oversight of the Fund and QMA, and also reviewed the qualifications, backgrounds and responsibilities of QMA’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 PI’s and QMA’s organizational structure, senior management, investment operations, and other relevant information pertaining to both PI and QMA. The Board also noted that it received favorable compliance reports from the Fund’s Chief Compliance Officer (CCO) as to both PI and QMA. The Board noted that QMA is affiliated with PI.

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

Performance of Dryden Large-Cap Core Equity Fund

The Board received and considered information about the Fund’s historical performance, noting that the Fund had achieved performance that was in the first quartile over one-year and three-year periods, and performance that was in the second quartile over a five-year period in relation to the group of comparable funds in a peer universe (the “Peer Universe”). In addition, the Board noted that the Fund had outperformed its benchmark index, the Russell 1000 Index, over the same time periods.

The Board concluded that the Fund’s performance was satisfactory.

The funds included in the Peer Universe are objectively determined solely by Lipper Inc., independent provider of investment company data. The benchmark index is established by Frank Russell Company.

Fees and Expenses

The Board considered the management fee for the Fund as compared to the advisory fee charged by PI to other funds and accounts and the fee charged by other advisers to comparable mutual funds provided by Lipper Inc.

Visit our website at www.jennisondryden.com

The Fund’s contractual and actual management fee of 0.650% ranked in the first quartile in its Lipper 15(c) Peer Group. The Board concluded that the management and subadvisory fees are reasonable.

Costs of Services and Profits Realized by PI

The Board was provided with information on the profitability of PI and its affiliates in serving as the Fund’s investment manager. The Board discussed with PI 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 did not separately consider the profitability of the subadviser, an affiliate of PI, as its profitability was reflected in the profitability report for PI. Taking these factors into account, the Board concluded that the profitability of PI and its affiliates in relation to the services rendered was not unreasonable.

Economies of Scale

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, but at the current level of assets the Fund does not realize the effect of those rate reductions. The Board received and discussed information concerning whether PI realizes economies of scale as the Fund’s assets grow beyond current levels. The Board took note that the Fund’s fee structure would result in benefits to Fund shareholders when (and if) assets reach the levels at which the fee rate is reduced. These benefits will accrue whether or not PI is then realizing any economies of scale.

Other Benefits to PI and QMA

The Board considered potential ancillary benefits that might be received by PI and QMA and their affiliates as a result of their relationship with the Fund. The Board concluded that potential benefits to be derived by PI included brokerage commissions received by affiliates of PI, transfer agency fees received by the Fund’s transfer agent (which is affiliated with PI), as well as reputational or other intangible benefits resulting from PI’s association with the Fund. The Board concluded that the potential benefits to be derived by QMA included the ability to use soft dollar credits,

Dryden Large-Cap Core Equity Fund

Approval of Advisory Agreements (continued)

brokerage commissions received by affiliates of QMA, 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 reputational benefits. The Board concluded that the benefits derived by PI and QMA were consistent with the types of benefits generally derived by investment managers and subadvisers to mutual funds.

Visit our website at www.jennisondryden.com

Growth of a $10,000 Investment

Average Annual Total Returns (With Sales Charges) as of 10/31/05
	One Year		Three Years		Since Inception
Class A	2.85	%	–3.00	%	0.96	%
Class B	2.95		–2.84		1.06
Class C	6.95		–2.65		1.06
Class Z	9.06		–1.67		2.08
Average Annual Total Returns (Without Sales Charges) as of 10/31/05
	One Year		Three Years		Since Inception
Class A	8.84	%	–1.90	%	1.82	%
Class B	7.95		–2.65		1.06
Class C	7.95		–2.65		1.06
Class Z	9.06		–1.67		2.08

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.jennisondryden.com or by calling (800) 225-1852. The maximum initial sales charge is 5.50%.

The returns in the graph and the tables do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or following the redemption of Fund shares.

Visit our website at www.jennisondryden.com

Source: Prudential Investments LLC and Lipper Inc.

Inception date: 3/3/99.

The graph compares a $10,000 investment in the Dryden Large-Cap Core Equity Fund (Class A shares) with a similar investment in the S&P 500 Index by portraying the initial account values at the commencement of operations of Class A shares (March 3, 1999) and the account values at the end of the current fiscal year (October 31, 2005) 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, 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 a distribution and service (12b-1) fee waiver of 0.05% for Class A shares through October 31, 2005, the returns shown in the graph and for Class A shares in the tables would have been lower.

The S&P 500 Index is an unmanaged index of 500 stocks of large U.S. companies. It gives a broad look at how stock prices in the United States have performed. The S&P 500 Index’s total returns include the reinvestment of all dividends, but do not include the effects of sales charges, operating expenses of a mutual fund, or taxes. These returns would be lower if they included the effects of sales charges, operating expenses, or taxes. The securities that comprise the S&P 500 Index may differ substantially from the securities in the Fund. The S&P 500 Index is not the only index that may be used to characterize performance of large-capitalization stock funds. Other indexes may portray different comparative performance. Investors cannot invest directly in an index.

Class A shares are subject to a maximum front-end sales charge of 5.50%, a 12b-1 fee of up to 0.30% annually, and all investors who purchase Class A shares in an amount of $1 million or more and sell these shares within 12 months of purchase are subject to a contingent deferred sales charge (CDSC) of 1%, in certain circumstances. Class B shares are subject to a declining CDSC of 5%, 4%, 3%, 2%, 1%, and 1% respectively for the first six years after purchase and a 12b-1 fee of 1% annually. Approximately seven years after purchase, Class B shares will automatically convert to Class A shares on a quarterly basis. Class C shares purchased are not subject to a front-end sales charge, but are subject to a CDSC of 1% for Class C shares sold within 12 months from the date of purchase and an annual 12b-1 fee of 1%. Class Z shares are not subject to a sales charge or 12b-1 fees. The returns in the graph and tables reflect the share class expense structure in effect at the close of the fiscal period.

Dryden Large-Cap Core Equity Fund

n MAIL	n TELEPHONE	n WEBSITE
Gateway Center Three 100 Mulberry Street Newark, NJ 07102	(800) 225-1852	www.jennisondryden.com

PROXY VOTING

The Board of Trustees 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 or by visiting the Securities and Exchange Commission’s (the Commission) website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, 2005, is available on the Fund’s website at www.jennisondryden.com and on the Commission’s website at www.sec.gov.

TRUSTEES

Linda W. Bynoe • David E.A. Carson • Robert F. Gunia • Robert E. La Blanc •
Douglas H. McCorkindale • Richard A. Redeker • Judy A. Rice • Robin B. Smith •
Stephen G. Stoneburn • Clay T. Whitehead

OFFICERS

Judy A. Rice, President • Robert F. Gunia, Vice President • Grace C. Torres, Treasurer and Principal Financial and Accounting Officer • Jack Benintende, Acting Treasurer •
Deborah A. Docs, Secretary • Jonathan D. Shain, Assistant Secretary • Claudia DiGiacomo, Assistant Secretary • Marina Belaya, Assistant Secretary • Maryanne Ryan, Anti-Money Laundering Compliance Officer • Lee D. Augsburger, Chief Compliance Officer

MANAGER	Prudential Investments LLC	Gateway Center Three 100 Mulberry Street Newark, NJ 07102
INVESTMENT SUBADVISER	Quantitative Management Associates LLC	Gateway Center Two 100 Mulberry Street Newark, NJ 07102
DISTRIBUTOR	Prudential Investment Management Services LLC	Gateway Center Three 100 Mulberry Street Newark, NJ 07102
CUSTODIAN	The Bank of New York	One Wall Street New York, NY 10286
TRANSFER AGENT	Prudential Mutual Fund Services LLC	PO Box 8098 Philadelphia, PA 19176
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	KPMG LLP	345 Park Avenue New York, NY 10154
FUND COUNSEL	Sullivan & Cromwell LLP	125 Broad Street New York, NY 10004

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

E-DELIVERY

To receive your mutual fund documents on-line, go to www.icsdelivery.com/prudential/funds
and enroll. Instead of receiving printed documents by mail, you will receive notification via e-mail when new materials are available. You can cancel your enrollment or change your e-mail
address at any time by clicking on the change/cancel enrollment option at the icsdelivery

website address.

SHAREHOLDER COMMUNICATIONS WITH TRUSTEES

Shareholders can communicate directly with the Board of Trustees by writing to the Chair of the Board, Dryden Large-Cap Core Equity Fund, PO Box 13964, Philadelphia, PA 19176. Shareholders can communicate directly with an individual Trustee 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 (the 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 (800) SEC-0330 (732-0330). The Fund will provide a full list of its portfolio holdings on its website (www.jennisondryden.com) as of the end of each month within approximately 30 days after the end of the month.

The Fund’s Statement of Additional Information contains additional information about the Fund’s Trustees 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

Dryden Large-Cap Core Equity Fund
	Share Class	A	B	C	Z
	NASDAQ	PTMAX	PTMBX	PTMCX	PTEZX
	CUSIP	26248W106	26248W205	26248W304	26248W403

MF187E    IFS-A112574            Ed. 12/2005

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 973-367-7521, 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. David Carson, 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 October 31, 2005 and October 31, 2004, KPMG LLP (“KPMG”), the Registrant’s principal accountant, billed the Registrant $16,700 and $16,700, 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

None.

(c) Tax Fees

None.

(d) All Other Fees

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 any 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 services will not adversely affect the independence of the independent accountants. Proposed 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:

• Annual Fund financial statement audits

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

• 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:

• Accounting consultations

• Fund merger support services

• Agreed Upon Procedure Reports

• Attestation Reports

• Other Internal Control Reports

Individual audit-related services that fall within one of these categories and 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 $50,000.

Tax Services

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

• 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

• Timely RIC qualification reviews

• Tax distribution analysis and planning

• Tax authority examination services

• Tax appeals support services

• Accounting methods studies

• Fund merger support services

• 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 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 $50,000.

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:

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

• Financial information systems design and implementation

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

• Actuarial services

• Internal audit outsourcing services

• Management functions or human resources

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

• Legal services and expert services unrelated to the audit

• 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 Prudential 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 $50,000. 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 Prudential 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 Prudential Investments and its affiliates.

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

Not applicable.

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

Not applicable.

(g) Non-Audit Fees

Not applicable to Registrant for the fiscal years 2005 and 2004. 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 year 2005 was $51,000. 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 year 2004 was $33,500.

(h) Principal Accountants 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 half-year 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)	Dryden Tax-Managed Funds
By (Signature and Title)*	/s/ Deborah A. Docs
	Deborah A. Docs
	Secretary
Date	December 22, 2005

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 (Signature and Title)*	/s/ Judy A. Rice
	Judy A. Rice
	President and Principal Executive Officer
Date	December 22, 2005
By (Signature and Title)*	/s/ Jack Benintende
	Jack Benintende
	Acting Treasurer and Principal Financial Officer
Date	December 22, 2005

^* Print the name and title of each signing officer under his or her signature.

EX-99.CODE

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 each fund 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.

2

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

3

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.

4

EXHIBIT A

Funds Covered by this Code of Ethics

The Retail Funds:

Strategic Partners Asset Allocation Funds - Strategic Partners Moderate Growth Fund

Strategic Partners Asset Allocation Funds - Strategic Partners Conservative Growth Fund

Strategic Partners Asset Allocations Funds - Strategic Partners High Growth Fund

Strategic Partners Style Specific Funds - Strategic Partners Large Capitalization Growth Fund

Strategic Partners Style Specific Funds - Strategic Partners Small Capitalization Value Fund

Strategic Partners Style Specific Funds - Strategic Partners Large Capitalization Value Fund

Strategic Partners Style Specific Funds - Strategic Partners Total Return Bond Fund

Strategic Partners Style Specific Funds - - Strategic Partners Small Capitalization Growth Fund

Dryden California Municipal Fund: California Income Series

Dryden California Municipal Fund: California Series

Dryden Municipal Series Fund: Florida Series

Dryden Municipal Series Fund: New Jersey Series

Dryden Municipal Series Fund: New York Series

Dryden Municipal Series Fund: Pennsylvania Series

Cash Accumulation Trust - Liquid Assets Fund

Cash Accumulation Trust - National Money Market Fund

Dryden Index Series Fund: Dryden Stock Index Fund

The Prudential Investment Portfolios, Inc., Jennison Equity Opportunity Fund

The Prudential Investment Portfolios, Inc., Jennison Growth Fund

The Prudential Investment Portfolios, Inc., Dryden Active Allocation Fund

The Prudential Investment Portfolios, Inc., JennisonDryden Asset Allocation Funds

• JennisonDryden Conservative Allocation Fund

• JennisonDryden Moderate Allocation Fund

• JennisonDryden Growth Allocation Fund

Jennison Small Company Fund, Inc.

Dryden Tax-Managed Funds, Dryden Large Cap-Core Equity Fund

Dryden Small-Cap Core Equity Fund, Inc.

Jennison U.S. Emerging Growth Fund, Inc.

Jennison Value Fund

Prudential World Fund, Inc., Jennison Global Growth Fund

Prudential World Fund, Inc., Strategic Partners International Value Fund

Prudential World Fund, Inc., Dryden International Equity Fund

A-1

Dryden Government Securities Trust - Money Market Series

Jennison Sector Funds, Inc. - Jennison Financial Services Fund

Jennison Sector Funds, Inc. - Jennison Health Sciences Fund

Jennison Sector Funds, Inc. - Jennison Technology Fund

Jennison Sector Funds, Inc. - Jennison Utility Fund

Jennison Blend Fund, Inc.

Dryden Global Total Return Fund, Inc.

Dryden High Yield Fund, Inc.

MoneyMart Assets, Inc.

Dryden National Municipals Fund, Inc.

Dryden Short-Term Bond Fund, Inc. - Dryden Short-Term Corporate Bond Fund

Dryden Short-Term Bond Fund, Inc. - Dryden Ultra Short Bond Fund

Prudential Tax-Free Money Fund, Inc. (DBA Dryden Tax-Free Money Fund)

Dryden Total Return Bond Fund, Inc.

The Target Portfolio Trust - Intermediate-Term Bond Portfolio

The Target Portfolio Trust - International Bond Portfolio

The Target Portfolio Trust - International Equity Portfolio

The Target Portfolio Trust - Large Capitalization Growth Portfolio

The Target Portfolio Trust - Large Capitalization Value Portfolio

The Target Portfolio Trust - Mortgage Backed Securities Portfolio

The Target Portfolio Trust - Small Capitalization Growth Portfolio

The Target Portfolio Trust - Small Capitalization Value Portfolio

The Target Portfolio Trust - Total Return Bond Portfolio

The Target Portfolio Trust - U.S. Government Money Market Portfolio

Jennison 20/20 Focus Fund

Dryden Core Investment Fund

Dryden Government Income Fund, Inc.

Strategic Partners Opportunity Funds - Strategic Partners Focused Growth Fund

Strategic Partners Opportunity Funds - Strategic Partners Focused Value Fund

Strategic Partners Opportunity Funds - Strategic Partners Mid-Cap Value Fund

Strategic Partners Opportunity Funds - Strategic Partners New Era Growth Fund

Prudential Institutional Liquidity Portfolio, Inc. - Institutional Money Market Series

Strategic Partners Real Estate Securities Fund

A-2

Dryden Municipal Bond Fund - High Income Series

Dryden Municipal Bond Fund - Insured Series

Jennison Natural Resources Fund, Inc.

The High Yield Income Fund, Inc.

Nicholas-Applegate Fund, Inc. - Nicholas-Applegate Growth Equity Fund

The Prudential Variable Contract Account – 2

The Prudential Variable Contract Account – 10

The Prudential Variable Contract Account – 11

Strategic Partners Mutual Funds, Inc. - Strategic Partners International Growth Fund

Strategic Partners Mutual Funds, Inc. - Strategic Partners Small Cap Growth Opportunity Fund

Strategic Partners Mutual Funds, Inc. - Strategic Partners Managed Small Cap Growth Fund

Strategic Partners Mutual Funds, Inc. - Strategic Partners Small Company Fund

Strategic Partners Mutual Funds, Inc. - Strategic Partners Mid Cap Growth Fund

Strategic Partners Mutual Funds, Inc. - Strategic Partners Relative Value Fund

Strategic Partners Mutual Funds, Inc. - Strategic Partners Technology Fund

Strategic Partners Mutual Funds, Inc. - Strategic Partners Health Sciences Fund

Strategic Partners Mutual Funds, Inc. - Strategic Partners Managed OTC Fund

Strategic Partners Mutual Funds, Inc. - Strategic Partners Capital Growth Fund

Strategic Partners Mutual Funds, Inc. - Strategic Partners Concentrated Growth

Strategic Partners Mutual Funds, Inc. - Strategic Partners Core Value Fund

Strategic Partners Mutual Funds, Inc. - Strategic Partners Managed Index 500 Fund

Strategic Partners Mutual Funds, Inc. - Strategic Partners Equity Income Fund

Strategic Partners Mutual Funds, Inc. - Strategic Partners Growth with Income Fund

Strategic Partners Mutual Funds, Inc. - Strategic Partners Capital Income Fund

Strategic Partners Mutual Funds, Inc. - Strategic Partners Balanced Fund

Strategic Partners Mutual Funds, Inc. - Strategic Partners High Yield Bond Fund

Strategic Partners Mutual Funds, Inc. - Strategic Partners Bond Fund

Strategic Partners Mutual Funds, Inc. - Strategic Partners Money Market Fund

The Insurance Funds:

American Skandia Trust - AST JPMorgan International Equity Portfolio

American Skandia Trust - AST William Blair International Growth Portfolio

American Skandia Trust - AST LSV International Equity Portfolio

American Skandia Trust - AST MFS Global Equity Portfolio

American Skandia Trust - AST Small-Cap Growth Portfolio

A-3

American Skandia Trust - AST DeAM Small-Cap Growth Portfolio

American Skandia Trust - AST Federated Aggressive Growth Portfolio

American Skandia Trust - AST Goldman Sachs Small-Cap Value Portfolio

American Skandia Trust - AST Gabelli Small-Cap Value Portfolio

American Skandia Trust - AST DeAM Small-Cap Value Portfolio

American Skandia Trust - AST Goldman Sachs Mid-Cap Growth Portfolio

American Skandia Trust - AST Neuberger Berman Mid-Cap Growth Portfolio

American Skandia Trust - AST Neuberger Berman Mid-Cap Value Portfolio

American Skandia Trust - AST Alger All-Cap Growth Portfolio

American Skandia Trust - AST Gabelli All-Cap Value Portfolio

American Skandia Trust - AST T. Rowe Price Natural Resources Portfolio

American Skandia Trust - AST Alliance Growth Portfolio

American Skandia Trust - AST MFS Growth Portfolio

American Skandia Trust - AST Marsico Capital Growth Portfolio

American Skandia Trust - AST Goldman Sachs Concentrated Growth Portfolio

American Skandia Trust - AST DeAM Large-Cap Value Portfolio

American Skandia Trust - AST Hotchkis & Wiley Large-Cap Value Portfolio

American Skandia Trust - AST Alliance/Bernstein Growth + Value Portfolio

American Skandia Trust - AST Sanford Bernstein Core Value Portfolio

American Skandia Trust - AST Cohen & Steers Realty Portfolio

American Skandia Trust - AST Sanford Bernstein Managed Index 500 Portfolio

American Skandia Trust - AST American Century Income & Growth Portfolio

American Skandia Trust - AST Alliance Growth and Income Portfolio

American Skandia Trust - AST DeAM Global Allocation Portfolio

American Skandia Trust - AST American Century Strategic Balanced Portfolio

American Skandia Trust - AST T. Rowe Price Asset Allocation Portfolio

American Skandia Trust - AST T. Rowe Price Global Bond Portfolio

American Skandia Trust - AST Goldman Sachs High Yield Portfolio

American Skandia Trust - AST Lord Abbett Bond-Debenture Portfolio

American Skandia Trust - AST PIMCO Total Return Bond Portfolio

American Skandia Trust - AST PIMCO Limited Maturity Bond Portfolio

American Skandia Trust - AST Money Market Portfolio

The Prudential Series Fund, Inc. - Conservative Balanced Portfolio

The Prudential Series Fund, Inc. - Diversified Bond Portfolio

The Prudential Series Fund, Inc. - Diversified Conservative Growth Portfolio

The Prudential Series Fund, Inc. - Equity Portfolio

The Prudential Series Fund, Inc. - Flexible Managed Portfolio

The Prudential Series Fund, Inc. - Global Portfolio

The Prudential Series Fund, Inc. - Government Income Portfolio

The Prudential Series Fund, Inc. - High Yield Bond Portfolio

The Prudential Series Fund, Inc. - Jennison Portfolio

The Prudential Series Fund, Inc. - Jennison 20/20 Focus Portfolio

The Prudential Series Fund, Inc. - Money Market Portfolio

The Prudential Series Fund, Inc. - Natural Resources Portfolio

The Prudential Series Fund, Inc. - Small Capitalization Stock Portfolio

A-4

The Prudential Series Fund, Inc. - Stock Index Portfolio

The Prudential Series Fund, Inc. - Value Portfolio

The Prudential Series Fund, Inc. - Zero Coupon Bond Portfolio 2005

The Prudential Series Fund, Inc. - SP AIM Aggressive Growth Portfolio

The Prudential Series Fund, Inc. - SP AIM Core Equity Portfolio

The Prudential Series Fund, Inc. - SP Alliance Large Cap Growth Portfolio

The Prudential Series Fund, Inc. - SP Davis Value Portfolio

The Prudential Series Fund, Inc. - SP LSV International Value Portfolio

The Prudential Series Fund, Inc. - SP Goldman Sachs Small Cap Value Portfolio

The Prudential Series Fund, Inc. - SP Large Cap Value Portfolio

The Prudential Series Fund, Inc. - SP MFS Capital Opportunities Portfolio

The Prudential Series Fund, Inc. - SP Mid Cap Growth Portfolio

The Prudential Series Fund, Inc. - SP PIMCO High Yield Portfolio

The Prudential Series Fund, Inc. - SP PIMCO Total Return Portfolio

The Prudential Series Fund, Inc. - SP Prudential U.S. Emerging Growth Portfolio

The Prudential Series Fund, Inc. - SP Small Cap Growth Portfolio

The Prudential Series Fund, Inc. - SP Strategic Partners Focused Growth Portfolio

The Prudential Series Fund, Inc. - SP Technology Portfolio

The Prudential Series Fund, Inc. - SP William Blair International Growth Portfolio

The Prudential Series Fund, Inc. - SP Aggressive Growth Asset Allocation Portfolio

The Prudential Series Fund, Inc. - SP Balanced Asset Allocation Portfolio

The Prudential Series Fund, Inc. - SP Conservative Asset Allocation Portfolio

The Prudential Series Fund, Inc. - SP Growth Asset Allocation Portfolio

Prudential’s Gibraltar Fund, Inc.

A-5

EXHIBIT B

Persons Covered by this Code of Ethics

Judy A. Rice – President and Chief Executive Officer of the Retail Funds

David R. Odenath – President and Chief Executive Officer of the Insurance Funds

Grace C. Torres – Treasurer and Chief Financial Officer for the Retail and Insurance Fund

Jack Benintende – Acting Treasurer and Chief Financial Officer for the Retail and Insurance Funds

EX-99.CERT

Item 12

Dryden Tax-Managed Funds

Annual period ending 10/31/05

File No. 811-09101

CERTIFICATIONS

I, Judy A. Rice, certify that:

1. I have reviewed this report on Form N-CSR of Dryden Tax-Managed Funds;

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 the 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 registrant’s most recent fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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.

Date: December 22, 2005

/s/ Judy A. Rice

Judy A. Rice

President and Principal Executive Officer

Item 12

Dryden Tax-Managed Funds

Annual period ending 10/31/05

File No. 811-09101

CERTIFICATIONS

I, Jack Benintende, certify that:

1. I have reviewed this report on Form N-CSR of Dryden Tax-Managed Funds;

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 the 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 registrant’s most recent fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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.

Date: December 22, 2005

/s/ Jack Benintende

Jack Benintende

Acting Treasurer and Chief Financial Officer

EX-99.906CT

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: Dryden Tax-Managed Funds

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.

Date: December 22, 2005	/s/ Judy A. Rice
	Judy A. Rice
	President and Principal Executive Officer
Date: December 22, 2005	/s/ Jack Benintende
	Jack Benintende
	Acting Treasurer and Principal Financial Officer