Prudential World Fund, Inc.

For the period ended April 30, 2004

File number 811-3981





SUB-ITEM 77M



AGREEMENT AND PLAN OF REORGANIZATION

Agreement and Plan of Reorganization (Agreement) made as of the 20th day

of November, 2003 by and between Prudential Europe Growth Fund, Inc.

(Acquired Fund) and Jennison Global Growth Fund (Global Growth Fund), a

series of Prudential World Fund,  Inc. (the Company) (Acquired Fund and

Global Growth Fund, collectively, the Funds and each individually, a

Fund). Acquired Fund is a corporation organized under the laws of the

State of Maryland. The Company is a corporation organized under the laws

of the State of Maryland. Acquired Fund and the Company each maintains its

principal place of business at Gateway Center Three, 100 Mulberry Street,

Newark, New Jersey 07102-4077. Shares of each Fund are divided into four

classes, designated Class A, Class  B, Class C and Class Z.

This Agreement is intended to be, and is adopted as, a plan of

reorganization pursuant to Section 368 of the Internal Revenue Code of

1986, as amended (Internal Revenue Code). Upon receipt of such

representations from each of the Funds as Sullivan & Cromwell LLP may

require, Sullivan & Cromwell LLP will deliver the opinion referenced in

paragraph 8.6 herein. The reorganization will comprise the transfer of all

of the assets of Acquired Fund, in exchange solely for shares of common

stock of Global Growth Fund, and Global Growth Fund?s assumption of

Acquired Fund?s liabilities, if any, and the constructive distribution,

after the Closing Date hereinafter referred to, of such shares of Global

Growth Fund to the shareholders of Acquired Fund, in termination of

Acquired Fund as provided herein, all upon the terms and conditions as

hereinafter set forth.

In consideration of the premises and of the covenants and agreements set

forth herein, the parties covenant and agree as follows:

1. Transfer of Assets of Acquired Fund in Exchange for Shares of Global

Growth Fund and Assumption of Liabilities, if any, and Termination of

Acquired Fund.

1.1 Subject to the terms and conditions herein set forth and on the basis

of the representations and warranties contained herein, Acquired Fund

agrees to sell, assign, transfer and deliver its assets, as set forth in

paragraph 1.2, to Global Growth Fund, and Global Growth Fund agrees (a)

to issue and deliver to Acquired Fund in exchange therefor the number of

shares in Global Growth Fund determined by dividing the net asset value of

Acquired Fund allocable to Class A, Class B, Class C and Class Z shares of

Acquired Fund?s common stock (computed in the manner and as of the time

and date set forth in paragraph 2.1) by the net asset value allocable to a

Class A, Class B, Class C and Class Z share, respectively, of Global

Growth Fund (rounded to the third decimal place) (computed in the manner

and as of the time and date set forth in paragraph 2.2); and (b) to assume

all of Acquired Fund?s liabilities, if any, as set forth in paragraph 1.3.

Such transactions shall take place at the closing provided for in

paragraph 3 (Closing).

1.2 The assets of Acquired Fund to be acquired by Global Growth Fund shall

include without limitation all cash, cash equivalents, securities,

receivables (including interest and dividends receivable) and other

property of any kind owned by Acquired Fund and any deferred or prepaid

expenses shown as assets on the books of Acquired Fund on the closing date

provided in paragraph 3 (Closing Date). Global Growth Fund has no plan or

intent to sell or otherwise dispose of any assets of Acquired Fund, other

than in the ordinary course of business.

1.3 Except as otherwise provided herein, Global Growth Fund will assume

from Acquired Fund all debts, liabilities, obligations and duties of

Acquired Fund of whatever kind or nature, whether absolute, accrued,

contingent or otherwise, whether or not determinable as of the Closing

Date and whether or not specifically referred to in this Agreement;

provided, however, that Acquired Fund agrees to utilize its best efforts

to discharge all of its known debts, liabilities, obligations and duties

prior to the Closing Date.





1.4 On or immediately prior to the Closing Date, Acquired Fund will

declare and pay to its shareholders of record dividends and/or other

distributions so that it will have distributed substantially all (and in

any event not less than ninety-eight percent) of its investment company

taxable income (computed without regard to any deduction for dividends

paid), and realized net capital gains, if any, for all taxable years

through the Closing Date so as to retain its qualification as a regulated

investment company pursuant to Section 851 of the Internal Revenue Code.

1.5 On the Closing Date or as soon thereafter as is conveniently

practicable, Acquired Fund will distribute pro rata to its Class A,

Class B, Class C and Class Z shareholders of record, determined as of the

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