24F-2NT

                                        November 22, 1994

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

     Re: Rule 24f-2 Notice for Prudential Growth Opportunity
         Fund, Inc.
     Registration Statement on Form N-1A (File No. 2-68723)     

Ladies and Gentlemen:

     This Notice is filed on behalf of Prudential Growth 
Opportunity Fund, pursuant to the requirements of Rule 24f-2 under
the Investment Company Act of 1940.

     1.   Fiscal year for which notice is filed: 9/30/94.

     2.   Number of shares registered under the Securities Act of
1933 other than pursuant to Rule 24f-2 but which remained unsold as
of the beginning of the fiscal year (10/1/93): None.

     3.   The number of shares registered during the fiscal year
ended 9/30/94 other than pursuant to Rule 24f-2: None.

     4.   The number of shares sold* during the fiscal year ended
9/30/94: 34,368,703.

     5.   The number of shares sold during the fiscal year ended
9/30/94 in reliance upon Rule 24f-2: 34,368,703.

     Pursuant to the requirements of Rule 24f-2, enclosed is the
required opinion of counsel. I have previously forwarded the amount
of $13,037.65 to the Securities and Exchange Commission in payment
of the fee as calculated below.


*Calculation of Fee                No. of Shares            Dollar Amount

Shares sold                           34,368,703            $414,958,438   
                                                  
Shares redeemed                      (31,284,358)           (377,149,521)
Net of sales for calculation
     of fee                            3,084,345              37,808,917

Fee at 1/29 of 1%                                           $     13,037.65
               

                                             Very truly yours,

                                             /s/ S. Jane Rose
                                             S. Jane Rose
                                             Secretary
     SJR/ln
     Enclosure

EX-99.LEGAL

SULLIVAN & CROMWELL

NEW YORK TELEPHONE: (212) 558-4000
TELEX: 62694 (INTERNATIONAL) 127816 (DOMESTIC)
125 Broad Street, New York 10004-2498
CABLE ADDRESS: LADYCOURT, NEW YORK           _
FACSIMILE: (212) 558-3588 (125 Broad Street)
250 PARK AVENUE, NEW YORK 10177-0021
     (212) 558-3792 (250 Park Avenue)
1701 PENNSYLVANIA AVE, N.W. WASHINGTON, D.C. 20006-5805
444 SOUTH FLOWER STREET, LOS ANGELES 90071-2901
8, PLACE VENDME, 75001 PARIS
ST. OLAVE'S HOUSE, 9a IRONMONGER LANE, LONDON EC2V 8EY
101 COLLINS STREET, MELBOURNE 3000
2-1, MARUNOUCHI I-CHOME, CHIYODA-KU, TOKYO 100
GLOUCESTER TOWER, 11 PEDDER STREET, HONG KONG

                                        November 21, 1994



Prudential Growth Opportunity Fund, Inc.,
   One Seaport Plaza,
      New York, New York  10292.

Dear Sirs:

     You have requested our opinion in connection with the notice which you
propose to file pursuant to Rule 24f-2 under the Investment Company Act of
1940 with respect to 34,368,703 shares of your Common Stock, $.01 par value
(the "Shares").

     As your counsel, we are familiar with your organization and corporate
status and the validity of your Common Stock.

     We advise you that, in our opinion, the Shares are legally and validly
issued, fully paid and nonassessable.

     The foregoing opinion is limited to the Federal laws of the United
States and the General Corporation Laws of the State of Maryland, and we are
expressing no opinion as to the effect of the laws of any other jurisdiction.

     We have relied as to certain matters on information obtained from public
officials, officers of the Company and other sources believed by us to be
responsible.

     We consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the notice referred to above.  In
giving such consent, we do not thereby admit that we come within the category
of persons whose consent is required under Section 7 of the Securities Act of
1933.

                                        Very truly yours,




                                        SULLIVAN & CROMWELL