PRUDENTIAL SMALL COMPANY FUND, INC.

                                   (The Fund)

                AMENDED AND RESTATED PLAN PURSUANT TO RULE 18F-3

         The Fund hereby adopts this plan pursuant to Rule 18f-3 under the
Investment Company Act of 1940 (the "1940 Act"), setting forth the separate
arrangement and expense allocation of each class of shares in each Fund. Any
material amendment to this plan with respect to a Fund is subject to prior
approval of the Board of Directors/Trustees, including a majority of the
independent Directors/Trustees.

                              CLASS CHARACTERISTICS

CLASS A SHARES:    Class A shares are subject to a high initial sales charge
                           and an annual distribution and/or service fee
                           pursuant to Rule 12b-1 under the 1940 Act (Rule
                           12b-1 fee) not to exceed 0.30 of 1% per annum of the
                           average daily net assets of the class. The initial
                           sales charge is waived or reduced for certain
                           eligible investors. Investors who purchase $1
                           million or more of Class A shares and for whom the
                           initial sales charge would be waived are subject to
                           a contingent deferred sales charge ("CDSC") of 1% on
                           shares that are redeemed within 12 months of
                           purchase. The CDSC is waived for all such Class A
                           shareholders other than those who purchased their
                           shares through certain broker-dealers that are not
                           affiliated with Prudential Financial, Inc.

CLASS B SHARES:    Class B shares are not subject to an initial sales charge
                           but are subject to a high CDSC (declining from 5% to
                           zero over a six-year period) which will be imposed
                           on certain redemptions and an annual Rule 12b-1 fee
                           not to exceed 1% of the average daily net assets of
                           the class. The CDSC is waived for certain eligible
                           investors. Class B shares automatically convert to
                           Class A shares approximately seven years after
                           purchase.



CLASS C SHARES:    Class C shares issued before October 28, 1998 are not subject
                           to an initial sales charge but are subject to a 1%
                           CDSC which will be imposed on certain redemptions
                           within the first 12 month after purchase and an
                           annual Rule 12b-1 fee not to exceed 1% of the
                           average daily net assets of the class. Class C
                           shares issued on or after October 28, 1998 are
                           subject to a low initial sales charge and a 1% CDSC
                           which will be imposed on certain redemptions within
                           the first 18 months after purchase and an annual
                           Rule 12b-1 fee not to exceed 1% of the average daily
                           net assets of the class. The initial sales charge is
                           waived or reduced for certain eligible investors.

CLASS Z SHARES:    Class Z shares are not subject to either an initial sales
                           charge or CDSC, nor are they subject to any Rule
                           12b-1 fee.

                         INCOME AND EXPENSE ALLOCATIONS

         Income, any realized and unrealized capital gains and losses, and
         expenses not allocated to a particular class of the Fund will be
         allocated to each class of the Fund on the basis of the net asset value
         of that class in relation to the net asset value of the Fund.


                           DIVIDENDS AND DISTRIBUTIONS

         Dividends and other distributions paid by the Fund to each class of
         shares, to the extent paid, will be paid on the same day and at the
         same time, and will be determined in the same manner and will be in the
         same amount, except that the amount of the dividends and other
         distributions declared and paid by a particular class of the Fund may
         be different from that paid by another class of the Fund because of
         Rule 12b-1 fees and other expenses borne exclusively by that class.

                               EXCHANGE PRIVILEGE

         Holders of Class A Shares, Class B Shares, Class C Shares and Class Z
         Shares shall have such exchange privileges as set forth in the Fund's
         current prospectus. Exchange privileges may vary among classes and
         among holders of a Class.

                               CONVERSION FEATURES

         Class B shares will automatically convert to Class A shares on a
         quarterly basis approximately seven years after purchase. Conversions
         will be effected at relative net asset value without the imposition of
         any additional sales charge. Class B shares acquired through the
         reinvestment of dividends or distributions will be subject to
         conversion in accordance with the procedures utilized by the
         broker-dealer through which the Class B shares were purchased, to the
         extent such broker-dealer provides sub-accounting services to the Fund,
         otherwise the procedures utilized by Prudential Mutual Fund Services,
         LLC, or its affiliates, shall be used.

                                     GENERAL

A.       Each class of shares shall have exclusive voting rights on any matter
         submitted to shareholders that relates solely to its arrangement and
         shall have separate voting rights on any matter submitted to
         shareholders in which the interests of one class differ from the
         interests of any other class.

B.       On an ongoing basis, the Directors/Trustees, pursuant to their
         fiduciary responsibilities under the 1940 Act and otherwise, will
         monitor the Fund for the existence of any material conflicts among the
         interests of its several classes. The Directors/Trustees, including a
         majority of the independent Directors, shall take such action as is
         reasonably necessary to eliminate any such conflicts that may develop.
         Prudential Investments LLC, the Fund's Manager, will be responsible for
         reporting any potential or existing conflicts to the
         Directors/Trustees.

C.       For purposes of expressing an opinion on the financial statements of
         [each Portfolio of] the Fund, the methodology and procedures for
         calculating the net asset value and dividends/distributions of the
         Fund's several classes and the proper allocation of income and expenses
         among such classes will be examined annually by the Fund's independent
         auditors who, in performing such examination, shall consider the
         factors set forth in the relevant auditing standards adopted, from time
         to time, by the American Institute of Certified Public Accountants.

Approved: August 25, 1998, as amended and restated September 4, 2002


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