Edgar Filing: PRUDENTIAL PACIFIC GROWTH FUND INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-8F

I. General Identifying Information

1. Reason fund is applying to deregister (check only one; for descriptions, see Instruction 1 above):

x Merger

o Liquidation

o Abandonment of Registration
(Note: Abandonments of Registration answer only questions 1 through 15, 24 and 25 of this form and complete verification at the end of the form.)

o Election of status as a Business Development Company
(Note: Business Development Companies answer only questions 1 through 10 of this form and complete verification at the end of the form.)

2. Name of fund: Prudential Pacific Growth Fund, Inc. (“Applicant”)

3. Securities and Exchange Commission File No.: 33-42391, 811-6391

4. Is this an initial Form N-8F or an amendment to a previously filed Form N-8F?

o Initial Application x Amendment

5. Address of Principal Executive Office (include No. & Street, City, State, Zip Code):

Gateway Center Three

100 Mulberry Street

Newark, New Jersey 07102-4077

6. Name, address and telephone number of individual the Commission staff should contact with any questions regarding this form:

Jonathan D. Shain, Esq.

Prudential Investments LLC

4th Floor

Gateway Center Three

100 Mulberry Street

Newark, NJ 07102-4077

(973) 802-6469

7. Name, address and telephone number of individual or entity responsible for maintenance and preservation of fund records in accordance with rules 31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, ..31a-2]:

Scott Johnson

State Street Bank and Trust

1 Heritage Drive

North Quincy, MA 02171

(617) 985-6725

NOTE: Once deregistered, a fund is still required to maintain and preserve the records described in rules 31a-1 and 31a-2 for the periods specified in those rules.

8. Classification of fund (check only one):

x Management company,

o Unit investment trust; or

o Face-amount certificate company.

9. Subclassification if the fund is a management company (check only one):

x Open-end o Closed-end

10. State law under which the fund was organized or formed (e.g., Delaware, Massachusetts):

Maryland

11. Provide the name and address of each investment adviser of the fund (including sub-advisers) during the last five years, even if the fund’s contracts with those advisers have been terminated:

Prudential Investments LLC Jennison Associates LLC

Gateway Center Three 466 Lexington Avenue

100 Mulberry Street New York, NY 10017

Newark, NJ 07102

Prudential Investment Management, Inc.

(formerly The Prudential Investment Corporation)

Gateway Center Two

100 Mulberry Street

Newark, NJ 07102

JF International Management Inc.

21st Floor, Charter House

8 Connaught Road

Central, Hong Kong

12. Provide the name and address of each principal underwriter of the fund during the last five years, even if the fund’s contracts with those underwriters have been terminated:

Prudential Investment Management Services LLC

Gateway Center Three

100 Mulberry Street

Newark, NJ 07102-4077

13. If the fund is a unit investment trust (“UIT”) provide: Not Applicable

(a) Depositor’s name(s) and address(es):

(b) Trustee’s name(s) and address(es):

14. Is there a UIT registered under the Act that served as a vehicle for investment in the fund (e.g., an insurance company separate account)?

oYes xNo

If Yes, for each UIT state:

Name(s):

FileNo.: 811-

Business Address:

15. (a) Did the fund obtain approval from the board of directors concerning the decision to engage in a Merger,

Liquidation or Abandonment of Registration?

xYes oNo

If Yes, state the date on which the board vote took place: May 29, 2003.

If No, explain:

(b) Did the fund obtain approval from the shareholders concerning the decision to engage in a Merger, Liquidation or Abandonment of Registration?

xYes oNo

If Yes, state the date on which the shareholder vote took place: November 20, 2003.

If No, explain:

II. Distributions to Shareholders

16. Has the fund distributed any assets to its shareholders in connection with the Merger or Liquidation?

xYes oNo

(a) If Yes, list the date(s) on which the fund made those distributions: November 20, 2003.

(b) Were the distributions made on the basis of net assets?

xYes oNo

(d) If No to (b) or (c) above, describe the method of distributions to shareholders. For Mergers, provide the exchange ratio(s) used and explain how it was calculated:

(e) Liquidations only: Not Applicable
Were any distributions to shareholders made in kind?

oYes oNo

If Yes, indicate the percentage of fund shares owned by affiliates, or any other affiliation of shareholders:

Closed-end funds only: Not Applicable
Has the fund issued senior securities?

oYes oNo N/A

If Yes, describe the method of calculating payments to senior securityholders and distributions to other shareholders:

17. Has the fund distributed all of its assets to the fund’s shareholders?

xYes oNo

If No,
(a) How many shareholders does the fund have as of the date this form is filed?

(b) Describe the relationship of each remaining shareholder to the fund:

18. Are there any shareholders who have not yet received distributions in complete liquidation of their interests?

oYes xNo

If Yes, describe briefly the plans (if any) for distributing to, or preserving the interests of, those shareholders:

III. Assets and Liabilities

19. Does the fund have any assets as of the date this form is filed?
(See question 18 above)

oYes xNo

If Yes,
(a) Describe the type and amount of each asset retained by the fund as of the date this form is filed:

(b) Why has the fund retained the remaining assets?

oYes oNo

20. Does the fund have any outstanding debts (other than face-amount certificates if the fund is a face-amount certificate company) or any other liabilities?

oYes xNo

If Yes,
(a) Describe the type and amount of each debt or other liability:

(b) How does the fund intend to pay these outstanding debts or other liabilities?

IV. Information About Event(s) Leading to Request For Deregistration

21. (a) List the expenses incurred in connection with the Merger or Liquidation:

		Approximately:

(i)	Legal expenses:	$	13,500

(ii)	Accounting expenses: Audit	$	3,240

(iii)	Other expenses (list and identify separately): Shareholder	$	75,147

(iv)	Total expenses (sum of lines (i)-(iii) above):	$	91,887

(b) How were those expenses allocated?

It was agreed that Applicant would pay those expenses.

Applicant.

(d) How did the fund pay for unamortized expenses (if any)?

Not Applicable.

22. Has the fund previously filed an application for an order of the Commission regarding the Merger or Liquidation?

oYes xNo

If Yes, cite the release numbers of the Commission’s notice and order or, if no notice or order has been issued, the file number and date the application was filed:

V. Conclusion of Fund Business

23. Is the fund a party to any litigation or administrative proceeding?

oYes xNo

If Yes, describe the nature of any litigation or proceeding and the position taken by the fund in that litigation:

24. Is the fund now engaged, or intending to engage, in any business activities other than those necessary for winding up its affairs?

oYes xNo

If Yes, describe the nature and extent of those activities:

VI. Mergers Only

25. (a) State the name of the fund surviving the Merger:

Jennison Global Growth Fund, a Series of Prudential World Fund, Inc.

(b) State the Investment Company Act file number of the fund surviving the Merger:

811-3981.

(c) If the merger or reorganization agreement has been filed with the Commission, state the file number(s), form type used and date the agreement was filed:

Prudential World Fund, Inc. filed Pre-Effective Amendment No. 1 to the Registration Statement on Form N-14 (File No. 811-3981) on September 5, 2003, which includes the Agreement and Plan of Reorganization and Liquidation therein.

(d) If the merger or reorganization agreement has not been filed with the Commission, provide a copy of the agreement as an exhibit to this form.

VERIFICATION

The undersigned states that (i) he has executed this Form N-8F application for an order under section 8(f) of the Investment Company Act of 1940 on behalf of Prudential Pacific Growth Fund, Inc., (ii) he is the Assistant Secretary of Prudential Pacific Growth Fund, Inc., and (iii) all actions by shareholders, directors, and any other body necessary to authorize the undersigned to execute and file this Form N-8F application have been taken. The undersigned also states that the facts set forth in this Form N-8F application are true to the best of his knowledge, information and belief.

	/s/ Jonathan D. Shain
	Jonathan D. Shain
	Assistant Secretary