EXHIBIT (h)(ii)

                                 EXHIBIT (h)(ii)



               AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT





         THIS AMENDMENT to the Transfer Agency and Service Agreement by and
      between PRUDENTIAL PACIFIC GROWTH FUND, INC. (the "Fund") and Prudential
      Mutual Fund Services LLC (successor to Prudential Mutual Fund Services,
      Inc.)("PMFS") is entered into as of August 24, 1999.



                  WHEREAS, the Fund and PMFS have entered into a Transfer Agency
      and Service Agreement (the "Agreement") pursuant to which PMFS serves as
      transfer agent, dividend disbursing agent and shareholder servicing agent
      for the Fund; and



                  WHEREAS, the Fund and PMFS desire to amend the Agreement to
      confirm the Fund's agreement to pay transfer agency account fees and
      expenses for beneficial owners holding shares through omnibus accounts
      maintained by The Prudential Insurance Company of America, its
      subsidiaries or affiliates.



                  NOW, THEREFORE, for and in consideration of the continuation
      of the Agreement, and other good and valuable consideration, Article 8 of
      the Agreement is amended by adding the following Section:



                           8.04 PMFS may enter into agreements with Prudential
               or any subsidiary or affiliate of Prudential whereby PMFS will
               maintain an omnibus account and the Fund will reimburse PMFS for
               amounts paid by PMFS to Prudential, or such subsidiary or
               affiliate, in an amount not in excess of the annual maintenance
               fee for each active beneficial shareholder account as if each
               beneficial shareholder account were maintained by PMFS on the
               Fund's records, subject to the fee schedule attached hereto as
               Schedule A. Prudential, its subsidiary or affiliate, as the case
               may be, shall maintain records relating to each beneficial
               shareholder account that underlies the omnibus account maintained
               by PMFS.





               IN WITNESS WHEROF, the parties hereto have caused this Amendment
      to be executed in their names and on their behalf by and through their
      duly authorized officers, as of the day and year first above written.



PRUDENTIAL PACIFIC GROWTH FUND, INC.



                                     ATTEST:

By: /s/ Xxxx X. Xxxxxxxxxx                  By: /s/ Xxxxxx X. Xxxxxxxx
    ----------------------                      ----------------------

        Xxxx X. Xxxxxxxxxx                          Xxxxxx X. Xxxxxxxx

        President                                   Secretary





PRUDENTIAL MUTUAL FUND SERVICES LLC



                                     ATTEST:

By: /s/ Xxxxx Xxxxxxxxx                     By:/s/ Xxxxxxx X. Xxxxxx
    -------------------                        ---------------------

        Xxxxx Xxxxxxxxx                            Xxxxxxx X. Xxxxxx
        President                                  Secretary