FORM N-PX

                     ANNUAL REPORT OF PROXY VOTING RECORD OF
                    REGISTERED MANAGEMENT INVESTMENT COMPANY

                  Investment Company Act file number 811-01660

                        Prudential's Gibraltar Fund, Inc.

               (Exact name of registrant as specified in charter)


     100 Mulberry Street, Gateway Center Three, 4th Floor, Newark, NJ 07102

               (Address of principal executive offices) (Zip Code)


                             Jonathan D. Shain, Esq.
     100 Mulberry Street, Gateway Center Three, 4th Floor, Newark, NJ 07102

                     (Name and address of agent for service)


        Registrant's telephone number, including area code: 973-802-6469

                      Date of fiscal year-end: December 31

                     Date of reporting period: June 30, 2012




Item 1. Proxy Voting Record

In determining votes against management, any ballot that management did not
make a recommendation is considered to be "FOR" regardless of the vote cast.
Any "Abstain" vote cast is considered as voted, and to be against the
management recommendation.

******************************* FORM N-Px REPORT *******************************

ICA File Number: 811-01660
Reporting Period: 07/01/2011 - 06/30/2012
Prudential's Gibraltar Fund, Inc.









========== Prudential's Gibraltar Fund, Inc. - Sub-Adviser: Jennison ===========


AGILENT TECHNOLOGIES INC.

Ticker:       A              Security ID:  00846U101
Meeting Date: MAR 21, 2012   Meeting Type: Annual
Record Date:  JAN 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Robert Herbold                    For       For          Management
2     Elect KOH Boon Hwee                     For       For          Management
3     Elect William Sullivan                  For       For          Management
4     Ratification of Auditor                 For       For          Management
5     Advisory Vote on Executive Compensation For       For          Management


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ALTERA CORPORATION

Ticker:       ALTR           Security ID:  021441100
Meeting Date: MAY 08, 2012   Meeting Type: Annual
Record Date:  MAR 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect John Daane                        For       For          Management
2     Elect T. Michael Nevens                 For       For          Management
3     Elect Elisha Finney                     For       For          Management
4     Elect Kevin McGarity                    For       For          Management
5     Elect Krish Prabhu                      For       For          Management
6     Elect John Shoemaker                    For       For          Management
7     Elect Thomas Waechter                   For       For          Management
8     Elect Susan Wang                        For       For          Management
9     Amendment to the 2005 Equity Incentive  For       For          Management
      Plan
10    Second Amendment to the 2005 Equity     For       For          Management
      Incentive Plan
11    Amendment to the 1987 Employee Stock    For       For          Management
      Purchase Plan
12    Amendments to Certificate of            For       For          Management
      Incorporation & Bylaws to Allow for
      Shareholder Action by Written Consent
13    Advisory Vote on Executive Compensation For       For          Management
14    Ratification of Auditor                 For       For          Management


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AMAZON.COM, INC.

Ticker:       AMZN           Security ID:  023135106
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  APR 02, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Jeffrey Bezos                     For       For          Management
2     Elect Tom Alberg                        For       For          Management
3     Elect John Seely Brown                  For       For          Management
4     Elect William Gordon                    For       For          Management
5     Elect Jamie Gorelick                    For       For          Management
6     Elect Blake Krikorian                   For       For          Management
7     Elect Alain Monie                       For       For          Management
8     Elect Jonathan Rubinstein               For       For          Management
9     Elect Thomas Ryder                      For       For          Management
10    Elect Patricia Stonesifer               For       For          Management
11    Ratification of Auditor                 For       For          Management
12    Amendment to the 1997 Stock Incentive   For       Against      Management
      Plan
13    Shareholder Proposal Regarding Report   Against   Against      Shareholder
      on Climate Change
14    Shareholder Proposal Regarding          Against   Against      Shareholder
      Political Contributions and
      Expenditures Report


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AMERICAN TOWER CORP.

Ticker:       AMT            Security ID:  029912201
Meeting Date: NOV 29, 2011   Meeting Type: Special
Record Date:  OCT 03, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Reorganization                          For       For          Management
2     Right to Adjourn Meeting                For       For          Management


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ANADARKO PETROLEUM CORPORATION

Ticker:       APC            Security ID:  032511107
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 20, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Kevin Chilton                     For       For          Management
2     Elect Luke Corbett                      For       For          Management
3     Elect Paulett Eberhart                  For       For          Management
4     Elect Peter Fluor                       For       For          Management
5     Elect Richard George                    For       For          Management
6     Elect Preston Geren, III                For       For          Management
7     Elect Charles Goodyear                  For       For          Management
8     Elect John Gordon                       For       For          Management
9     Elect James Hackett                     For       For          Management
10    Elect Eric Mullins                      For       For          Management
11    Elect Paula Rosput Reynolds             For       For          Management
12    Elect R. Walker                         For       For          Management
13    Ratification of Auditor                 For       For          Management
14    2012 Omnibus Incentive Compensation     For       For          Management
      Plan
15    Advisory Vote on Executive Compensation For       For          Management
16    Shareholder Proposal Regarding          Against   Against      Shareholder
      Independent Board Chairman/Separation
      of Chair and CEO
17    Shareholder Proposal Regarding          Against   For          Shareholder
      Adopting Sexual Orientation Anti-Bias
      Policy
18    Shareholder Proposal Regarding          Against   Against      Shareholder
      Compensation in the Event of a Change
      in Control
19    Shareholder Proposal Regarding          Against   Against      Shareholder
      Political Contributions and
      Expenditures Report


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APPLE INC

Ticker:       AAPL           Security ID:  037833100
Meeting Date: FEB 23, 2012   Meeting Type: Annual
Record Date:  DEC 27, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect William Campbell                  For       For          Management
1.2   Elect Timothy Cook                      For       For          Management
1.3   Elect Millard Drexler                   For       For          Management
1.4   Elect Albert Gore, Jr.                  For       For          Management
1.5   Elect Robert Iger                       For       For          Management
1.6   Elect Andrea Jung                       For       For          Management
1.7   Elect Arthur Levinson                   For       For          Management
1.8   Elect Ronald Sugar                      For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management
4     Shareholder Proposal Regarding          Against   Against      Shareholder
      Conflict of Interest Report
5     Shareholder Proposal Regarding          Against   Against      Shareholder
      Advisory Vote on Director Compensation
6     Shareholder Proposal Regarding          Against   Against      Shareholder
      Political Contributions and
      Expenditures Report
7     Shareholder Proposal Regarding          Against   Against      Shareholder
      Majority Vote for Election of Directors


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COSTCO WHOLESALE CORP

Ticker:       COST           Security ID:  22160K105
Meeting Date: JAN 26, 2012   Meeting Type: Annual
Record Date:  NOV 21, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect James Sinegal                     For       For          Management
1.2   Elect Jeffrey Brotman                   For       For          Management
1.3   Elect Richard Galanti                   For       For          Management
1.4   Elect Daniel Evans                      For       For          Management
1.5   Elect Jeffrey Raikes                    For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Amendment to the 2002 Stock Incentive   For       For          Management
      Plan
4     Advisory Vote on Executive Compensation For       For          Management


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CROWN CASTLE INTERNATIONAL CORP.

Ticker:       CCI            Security ID:  228227104
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Cindy  Christy                    For       For          Management
1.2   Elect Ari Fitzgerald                    For       For          Management
1.3   Elect Robert Garrison II                For       For          Management
1.4   Elect John Kelly                        For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management


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EMC CORPORATION

Ticker:       EMC            Security ID:  268648102
Meeting Date: MAY 01, 2012   Meeting Type: Annual
Record Date:  MAR 01, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Michael Brown                     For       For          Management
2     Elect Randolph Cowen                    For       For          Management
3     Elect Gail Deegan                       For       For          Management
4     Elect James DiStasio                    For       For          Management
5     Elect John Egan                         For       For          Management
6     Elect Edmund Kelly                      For       For          Management
7     Elect Windle Priem                      For       For          Management
8     Elect Paul Sagan                        For       For          Management
9     Elect David Strohm                      For       For          Management
10    Elect Joseph Tucci                      For       For          Management
11    Ratification of Auditor                 For       For          Management
12    Advisory Vote on Executive Compensation For       For          Management


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EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

Ticker:       EXPD           Security ID:  302130109
Meeting Date: MAY 02, 2012   Meeting Type: Annual
Record Date:  MAR 08, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Mark Emmert                       For       For          Management
2     Elect R. Jordan Gates                   For       For          Management
3     Elect Dan Kourkoumelis                  For       For          Management
4     Elect Michael Malone                    For       For          Management
5     Elect John Meisenbach                   For       For          Management
6     Elect Peter Rose                        For       For          Management
7     Elect James Wang                        For       For          Management
8     Elect Robert Wright                     For       For          Management
9     Advisory Vote on Executive Compensation For       For          Management
10    2012 Stock Option Plan                  For       For          Management
11    Ratification of Auditor                 For       For          Management
12    Shareholder Proposal Regarding          Against   Against      Shareholder
      Independent Board Chair


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EXPRESS SCRIPTS HOLDING COMPANY

Ticker:       ESRX           Security ID:  30219G108
Meeting Date: MAY 30, 2012   Meeting Type: Annual
Record Date:  APR 11, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Gary Benanav                      For       For          Management
2     Elect Maura Breen                       For       For          Management
3     Elect William DeLaney                   For       For          Management
4     Elect Nicholas LaHowchic                For       For          Management
5     Elect Thomas Mac Mahon                  For       For          Management
6     Elect Frank Mergenthaler                For       For          Management
7     Elect Woodrow Myers, Jr.                For       For          Management
8     Elect John Parker, Jr.                  For       For          Management
9     Elect George Paz                        For       For          Management
10    Elect Myrtle Potter                     For       For          Management
11    Elect William Roper                     For       For          Management
12    Elect Samuel Skinner                    For       For          Management
13    Elect Seymour Sternberg                 For       For          Management
14    Ratification of Auditor                 For       For          Management
15    Advisory Vote on Executive Compensation For       For          Management
16    Shareholder Proposal Regarding          Against   Against      Shareholder
      Political Contributions and
      Expenditures Report
17    Shareholder Proposal Regarding Right    Against   For          Shareholder
      to Act by Written Consent


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EXPRESS SCRIPTS, INC.

Ticker:       ESRX           Security ID:  302182100
Meeting Date: DEC 21, 2011   Meeting Type: Special
Record Date:  NOV 04, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Merger/Acquisition                      For       For          Management
2     Right to Adjourn Meeting                For       For          Management


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GOOGLE INC.

Ticker:       GOOG           Security ID:  38259P508
Meeting Date: JUN 21, 2012   Meeting Type: Annual
Record Date:  APR 23, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Larry Page                        For       For          Management
1.2   Elect Sergey Brin                       For       For          Management
1.3   Elect Eric Schmidt                      For       For          Management
1.4   Elect L. John Doerr                     For       For          Management
1.5   Elect Diane Greene                      For       For          Management
1.6   Elect John Hennessy                     For       For          Management
1.7   Elect Ann Mather                        For       For          Management
1.8   Elect Paul Otellini                     For       For          Management
1.9   Elect K. Ram Shriram                    For       For          Management
1.10  Elect Shirley Tilghman                  For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Establish Class C Capital Stock         For       Against      Management
4     Increase in Authorized Shares of Class  For       Against      Management
      A Common Stock
5     Adopt Article Amendments to Ensure the  For       Against      Management
      Fair Treatment of Class A Common Stock
6     2012 Stock Plan                         For       Against      Management
7     2012 Incentive Compensation Plan        For       Against      Management
8     Shareholder Proposal Regarding          Against   Against      Shareholder
      Advisory Vote on Electioneering
      Expenditures
9     Shareholder Proposal Regarding          Against   Against      Shareholder
      Arbitration
10    Shareholder Proposal Regarding          Against   For          Shareholder
      Recapitalization


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HARLEY-DAVIDSON INC.

Ticker:       HOG            Security ID:  412822108
Meeting Date: APR 28, 2012   Meeting Type: Annual
Record Date:  MAR 08, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Barry Allen                       For       For          Management
1.2   Elect R. John Anderson                  For       For          Management
1.3   Elect Richard Beattie                   For       For          Management
1.4   Elect Martha Brooks                     For       For          Management
1.5   Elect George Conrades                   For       For          Management
1.6   Elect Donald James                      For       For          Management
1.7   Elect Sara Levinson                     For       For          Management
1.8   Elect N. Thomas Linebarger              For       For          Management
1.9   Elect George Miles, Jr.                 For       For          Management
1.10  Elect James Norling                     For       For          Management
1.11  Elect Keith Wandell                     For       For          Management
1.12  Elect Jochen Zeitz                      For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Ratification of Auditor                 For       For          Management


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INTERNATIONAL BUSINESS MACHINES CORPORATION

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  FEB 24, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Alain Belda                       For       For          Management
2     Elect William  Brody                    For       For          Management
3     Elect Kenneth Chenault                  For       For          Management
4     Elect Michael  Eskew                    For       For          Management
5     Elect David Farr                        For       For          Management
6     Elect Shirley Jackson                   For       For          Management
7     Elect Andrew Liveris                    For       For          Management
8     Elect W. James McNerney, Jr.            For       For          Management
9     Elect James Owens                       For       For          Management
10    Elect Samuel Palmisano                  For       For          Management
11    Elect Virginia Rometty                  For       For          Management
12    Elect Joan Spero                        For       For          Management
13    Elect Sidney Taurel                     For       For          Management
14    Elect Lorenzo Hector Zambrano Trevino   For       For          Management
15    Ratification of Auditor                 For       For          Management
16    Advisory Vote on Executive Compensation For       For          Management
17    Shareholder Proposal Regarding          Against   Against      Shareholder
      Cumulative Voting
18    Shareholder Proposal Regarding          Against   Against      Shareholder
      Political Contributions and
      Expenditures Report
19    Shareholder Proposal Regarding          Against   Against      Shareholder
      Lobbying Report


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JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 26, 2012   Meeting Type: Annual
Record Date:  FEB 28, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Mary Coleman                      For       For          Management
2     Elect James Cullen                      For       For          Management
3     Elect Ian Davis                         For       For          Management
4     Elect Alex Gorsky                       For       For          Management
5     Elect Michael Johns                     For       For          Management
6     Elect Susan Lindquist                   For       For          Management
7     Elect Anne Mulcahy                      For       For          Management
8     Elect Leo Mullin                        For       For          Management
9     Elect William Perez                     For       For          Management
10    Elect Charles Prince                    For       For          Management
11    Elect David Satcher                     For       For          Management
12    Elect William Weldon                    For       For          Management
13    Elect Ronald Williams                   For       For          Management
14    Advisory Vote on Executive Compensation For       For          Management
15    2012 Long-Term Incentive Plan           For       Against      Management
16    Ratification of Auditor                 For       For          Management
17    Shareholder Proposal Regarding          Against   Against      Shareholder
      Independent Board Chair
18    Shareholder Proposal Regarding Binding  Against   Against      Shareholder
      Vote on Electioneering Expenditures
19    Shareholder Proposal Regarding Animal   Against   Against      Shareholder
      Welfare


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JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect James Bell                        For       For          Management
2     Elect Crandall Bowles                   For       For          Management
3     Elect Stephen Burke                     For       For          Management
4     Elect David Cote                        For       For          Management
5     Elect James Crown                       For       For          Management
6     Elect James Dimon                       For       For          Management
7     Elect Timothy Flynn                     For       For          Management
8     Elect Ellen Futter                      For       For          Management
9     Elect Laban Jackson, Jr.                For       For          Management
10    Elect Lee Raymond                       For       For          Management
11    Elect William Weldon                    For       For          Management
12    Ratification of Auditor                 For       For          Management
13    Advisory Vote on Executive Compensation For       For          Management
14    Shareholder Proposal Regarding          Against   Against      Shareholder
      Affirmation of Political
      Nonpartisanship
15    Shareholder Proposal Regarding          Against   Against      Shareholder
      Independent Board Chairman
16    Shareholder Proposal Regarding          Against   Against      Shareholder
      Mortgage Loan Servicing
17    Shareholder Proposal Regarding          Against   Against      Shareholder
      Political Contributions and
      Expenditures Report
18    Shareholder Proposal Regarding          Against   Against      Shareholder
      Genocide-Free Investing
19    Shareholder Proposal Regarding Right    Against   For          Shareholder
      to Act by Written Consent
20    Shareholder Proposal Regarding          Against   Against      Shareholder
      Retention of Shares After Retirement


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JUNIPER NETWORKS, INC.

Ticker:       JNPR           Security ID:  48203R104
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Mercedes Johnson                  For       For          Management
1.2   Elect Scott Kriens                      For       For          Management
1.3   Elect William Stensrud                  For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Amendment to the 2006 Equity Incentive  For       For          Management
      Plan
4     Amendment to the 2008 Employee Stock    For       For          Management
      Purchase Plan
5     Repeal of Classified Board              For       For          Management
6     Advisory Vote on Executive Compensation For       For          Management


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KRAFT FOODS INC.

Ticker:       KFT            Security ID:  50075N104
Meeting Date: MAY 23, 2012   Meeting Type: Annual
Record Date:  MAR 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Myra Hart                         For       For          Management
2     Elect Peter Henry                       For       For          Management
3     Elect Lois Juliber                      For       For          Management
4     Elect Mark Ketchum                      For       For          Management
5     Elect Terry Lundgren                    For       For          Management
6     Elect Mackey McDonald                   For       For          Management
7     Elect Jorge Mesquita                    For       For          Management
8     Elect John Pope                         For       For          Management
9     Elect Fedric Reynolds                   For       For          Management
10    Elect Irene Rosenfeld                   For       For          Management
11    Elect Jean-Francois van Boxmeer         For       For          Management
12    Advisory Vote on Executive Compensation For       For          Management
13    Company Name Change                     For       For          Management
14    Ratification of Auditor                 For       For          Management
15    Shareholder Proposal Regarding          Against   Against      Shareholder
      Sustainable Forestry Report
16    Shareholder Proposal Regarding          Against   Against      Shareholder
      Extended Producer Responsibility
17    Shareholder Proposal Regarding          Against   Against      Shareholder
      Lobbying Expenditures


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MASTERCARD INCORPORATED

Ticker:       MA             Security ID:  57636Q104
Meeting Date: JUN 05, 2012   Meeting Type: Annual
Record Date:  APR 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Ajaypal Banga                     For       For          Management
2     Elect David Carlucci                    For       For          Management
3     Elect Steven Freiberg                   For       For          Management
4     Elect Richard Haythornthwaite           For       For          Management
5     Elect Marc Olivie                       For       For          Management
6     Elect Rima Qureshi                      For       For          Management
7     Elect Mark Schwartz                     For       For          Management
8     Elect Jackson Tai                       For       Against      Management
9     Advisory Vote on Executive Compensation For       Against      Management
10    Amendment to the 2006 Non-Employee      For       For          Management
      Director Equity Compensation Plan
11    Amendment to the 2006 Long Term         For       For          Management
      Incentive Plan
12    Ratification of Auditor                 For       For          Management


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MAXIM INTEGRATED PRODUCTS, INC.

Ticker:       MXIM           Security ID:  57772K101
Meeting Date: NOV 16, 2011   Meeting Type: Annual
Record Date:  SEP 19, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Tunc Doluca                       For       For          Management
1.2   Elect B. Kipling Hagopian               For       For          Management
1.3   Elect James Bergman                     For       For          Management
1.4   Elect Joseph Bronson                    For       For          Management
1.5   Elect Robert Grady                      For       For          Management
1.6   Elect William Watkins                   For       Withhold     Management
1.7   Elect A.R. Frank Wazzan                 For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Amendment to the 2008 Employee Stock    For       For          Management
      Purchase Plan
4     Amendment to the 1996 Stock Incentive   For       Against      Management
      Plan
5     Advisory Vote on Executive Compensation For       For          Management
6     Frequency of Advisory Vote on           1 Year    2 Years      Management
      Executive Compensation


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MEAD JOHNSON NUTRITION COMPANY

Ticker:       MJN            Security ID:  582839106
Meeting Date: MAY 04, 2012   Meeting Type: Annual
Record Date:  MAR 16, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Stephen Golsby                    For       For          Management
2     Elect Steven Altschuler                 For       For          Management
3     Elect Howard Bernick                    For       For          Management
4     Elect Kimberly Casiano                  For       For          Management
5     Elect Anna Catalano                     For       For          Management
6     Elect Celeste Clark                     For       For          Management
7     Elect James Cornelius                   For       For          Management
8     Elect Peter Ratcliffe                   For       For          Management
9     Elect Elliott Sigal                     For       For          Management
10    Elect Robert Singer                     For       For          Management
11    Advisory Vote on Executive Compensation For       For          Management
12    Ratification of Auditor                 For       For          Management


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MONSANTO CO.

Ticker:       MON            Security ID:  61166W101
Meeting Date: JAN 24, 2012   Meeting Type: Annual
Record Date:  NOV 28, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Janine Fields                     For       For          Management
2     Elect Hugh Grant                        For       For          Management
3     Elect C. Steven McMillan                For       For          Management
4     Elect Robert Stevens                    For       For          Management
5     Ratification of Auditor                 For       For          Management
6     Advisory Vote on Executive Compensation For       For          Management
7     Amendment to the 2005 Long-Term         For       For          Management
      Incentive Plan
8     Shareholder Proposal Regarding          Against   Against      Shareholder
      Genetically Modified Organisms


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MORGAN STANLEY

Ticker:       MS             Security ID:  617446448
Meeting Date: MAY 15, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Roy Bostock                       For       For          Management
2     Elect Erskine Bowles                    For       For          Management
3     Elect Howard Davies                     For       For          Management
4     Elect James Gorman                      For       For          Management
5     Elect C. Robert Kidder                  For       For          Management
6     Elect Klaus Kleinfield                  For       For          Management
7     Elect Donald Nicolaisen                 For       For          Management
8     Elect Hutham Olayan                     For       For          Management
9     Elect James Owens                       For       For          Management
10    Elect O. Griffith Sexton                For       For          Management
11    Elect Ryosuke Tamakoshi                 For       For          Management
12    Elect Masaaki Tanaka                    For       For          Management
13    Elect Laura Tyson                       For       For          Management
14    Ratification of Auditor                 For       For          Management
15    Amendment to the 2007 Equity Incentive  For       For          Management
      Compensation Plan
16    Amendment to the Directors' Equity      For       For          Management
      Capital Accumulation Plan
17    Advisory Vote on Executive Compensation For       Against      Management


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NIKE, INC.

Ticker:       NKE            Security ID:  654106103
Meeting Date: SEP 19, 2011   Meeting Type: Annual
Record Date:  JUL 25, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Alan Graf, Jr.                    For       For          Management
1.2   Elect John Lechleiter                   For       For          Management
1.3   Elect Phyllis Wise                      For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Frequency of Advisory Vote on           1 Year    1 Year       Management
      Executive Compensation
4     Ratification of Auditor                 For       For          Management


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OCCIDENTAL PETROLEUM CORPORATION

Ticker:       OXY            Security ID:  674599105
Meeting Date: MAY 04, 2012   Meeting Type: Annual
Record Date:  MAR 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Spencer Abraham                   For       For          Management
2     Elect Howard Atkins                     For       For          Management
3     Elect Stephen Chazen                    For       For          Management
4     Elect Edward Djerejian                  For       For          Management
5     Elect John Feick                        For       For          Management
6     Elect Margaret Foran                    For       For          Management
7     Elect Carlos Gutierrez                  For       For          Management
8     Elect Ray Irani                         For       For          Management
9     Elect Avedick Poladian                  For       For          Management
10    Elect Aziz Syriani                      For       For          Management
11    Elect Rosemary Tomich                   For       For          Management
12    Advisory Vote on Executive Compensation For       For          Management
13    Ratification of Auditor                 For       For          Management
14    Shareholder Proposal Regarding          Against   Against      Shareholder
      Environmental Expertise on Board


--------------------------------------------------------------------------------

ORACLE CORP.

Ticker:       ORCL           Security ID:  68389X105
Meeting Date: OCT 12, 2011   Meeting Type: Annual
Record Date:  AUG 15, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Jeffrey Berg                      For       For          Management
1.2   Elect H. Raymond Bingham                For       For          Management
1.3   Elect Michael Boskin                    For       For          Management
1.4   Elect Safra Catz                        For       For          Management
1.5   Elect Bruce Chizen                      For       For          Management
1.6   Elect George Conrades                   For       For          Management
1.7   Elect Lawrence Ellison                  For       For          Management
1.8   Elect Hector Garcia-Molina              For       For          Management
1.9   Elect Jeffrey Henley                    For       For          Management
1.10  Elect Mark Hurd                         For       For          Management
1.11  Elect Donald Lucas                      For       For          Management
1.12  Elect Naomi Seligman                    For       For          Management
2     Advisory Vote on Executive Compensation For       For          Management
3     Frequency of Advisory Vote on           1 Year    2 Years      Management
      Executive Compensation
4     Ratification of Auditor                 For       For          Management
5     Shareholder Proposal Regarding          Against   Against      Shareholder
      Retention of Shares After Retirement


--------------------------------------------------------------------------------

POLO RALPH LAUREN CORP.

Ticker:       RL             Security ID:  731572103
Meeting Date: AUG 11, 2011   Meeting Type: Annual
Record Date:  JUN 21, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Frank Bennack, Jr.                For       For          Management
1.2   Elect Joel Fleishman                    For       For          Management
1.3   Elect Steven Murphy                     For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management
4     Frequency of Advisory Vote on           1 Year    1 Year       Management
      Executive Compensation
5     Company Name Change                     For       For          Management


--------------------------------------------------------------------------------

PRECISION CASTPARTS CORP.

Ticker:       PCP            Security ID:  740189105
Meeting Date: AUG 16, 2011   Meeting Type: Annual
Record Date:  JUN 14, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Don Graber                        For       For          Management
1.2   Elect Lester Lyles                      For       For          Management
1.3   Elect Timothy Wicks                     For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       For          Management
4     Frequency of Advisory Vote on           1 Year    1 Year       Management
      Executive Compensation


--------------------------------------------------------------------------------

SHIRE PLC

Ticker:       SHP            Security ID:  82481R106
Meeting Date: APR 24, 2012   Meeting Type: Annual
Record Date:  MAR 21, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accounts and Reports                    For       For          Management
2     Directors' Remuneration Report          For       For          Management
3     Elect William Burns                     For       For          Management
4     Elect Matthew Emmens                    For       For          Management
5     Elect David Ginsburg                    For       For          Management
6     Elect Graham Hetherington               For       For          Management
7     Elect David Kappler                     For       For          Management
8     Elect Anne Minto                        For       For          Management
9     Elect Angus Russell                     For       For          Management
10    Elect David Stout                       For       For          Management
11    Elect Susan Kilsby                      For       For          Management
12    Appointment of Auditor                  For       For          Management
13    Authority to Set Auditor's Fees         For       For          Management
14    Authority to Issue Shares w/            For       For          Management
      Preemptive Rights
15    Authority to Issue Shares w/o           For       For          Management
      Preemptive Rights
16    Authority to Repurchase Shares          For       For          Management
17    Authority to Set General Meeting        For       Against      Management
      Notice Period at 14 Days


--------------------------------------------------------------------------------

SOUTHWESTERN ENERGY COMPANY

Ticker:       SWN            Security ID:  845467109
Meeting Date: MAY 22, 2012   Meeting Type: Annual
Record Date:  MAR 30, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Lewis Epley, Jr.                  For       For          Management
2     Elect Robert Howard                     For       For          Management
3     Elect Catherine Kehr                    For       For          Management
4     Elect Greg Kerley                       For       For          Management
5     Elect Harold Korell                     For       For          Management
6     Elect Vello Kuuskraa                    For       For          Management
7     Elect Kenneth Mourton                   For       For          Management
8     Elect Steven Mueller                    For       For          Management
9     Elect Charles Scharlau                  For       For          Management
10    Elect Alan Stevens                      For       For          Management
11    Ratification of Auditor                 For       For          Management
12    Advisory Vote on Executive Compensation For       For          Management
13    Shareholder Proposal Regarding          Against   Against      Shareholder
      Retention of Shares After Retirement


--------------------------------------------------------------------------------

STARBUCKS CORP.

Ticker:       SBUX           Security ID:  855244109
Meeting Date: MAR 21, 2012   Meeting Type: Annual
Record Date:  JAN 12, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Howard Schultz                    For       For          Management
2     Elect William Bradley                   For       For          Management
3     Elect Mellody Hobson                    For       For          Management
4     Elect Kevin Johnson                     For       For          Management
5     Elect Olden Lee                         For       For          Management
6     Elect Joshua Ramo                       For       For          Management
7     Elect James Shennan, Jr.                For       For          Management
8     Elect Clara Shih                        For       For          Management
9     Elect Javier Teruel                     For       For          Management
10    Elect Myron Ullman III                  For       For          Management
11    Elect Craig Weatherup                   For       For          Management
12    Advisory Vote on Executive Compensation For       For          Management
13    Amendment to the Executive Management   For       For          Management
      Bonus Plan
14    Ratification of Auditor                 For       For          Management
15    Shareholder Proposal Regarding          Against   Against      Shareholder
      Formation of Sustainability Committee


--------------------------------------------------------------------------------

THE GOLDMAN SACHS GROUP, INC.

Ticker:       GS             Security ID:  38141G104
Meeting Date: MAY 24, 2012   Meeting Type: Annual
Record Date:  MAR 26, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Lloyd Blankfein                   For       For          Management
2     Elect M. Michele  Burns                 For       For          Management
3     Elect Gary Cohn                         For       For          Management
4     Elect Claes Dahlback                    For       For          Management
5     Elect Stephen Friedman                  For       For          Management
6     Elect William George                    For       For          Management
7     Elect James Johnson                     For       For          Management
8     Elect Lakshmi Mittal                    For       For          Management
9     Elect James Schiro                      For       For          Management
10    Elect Debra  Spar                       For       For          Management
11    Advisory Vote on Executive Compensation For       Against      Management
12    Ratification of Auditor                 For       For          Management
13    Shareholder Proposal Regarding          Against   Against      Shareholder
      Cumulative Voting
14    Shareholder Proposal Regarding          Against   Against      Shareholder
      Retention of Shares After Retirement
15    Shareholder Proposal Regarding          Against   Against      Shareholder
      Lobbying Report


--------------------------------------------------------------------------------

UNION PACIFIC CORPORATION

Ticker:       UNP            Security ID:  907818108
Meeting Date: MAY 10, 2012   Meeting Type: Annual
Record Date:  FEB 29, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Andrew Card, Jr.                  For       For          Management
2     Elect Erroll Davis, Jr.                 For       For          Management
3     Elect Thomas Donohue                    For       For          Management
4     Elect Archie Dunham                     For       For          Management
5     Elect Judith Richards Hope              For       For          Management
6     Elect Charles Krulak                    For       For          Management
7     Elect Michael McCarthy                  For       For          Management
8     Elect Michael McConnell                 For       For          Management
9     Elect Thomas McLarty III                For       For          Management
10    Elect Steven Rogel                      For       For          Management
11    Elect Jose Villarreal                   For       For          Management
12    Elect James Young                       For       For          Management
13    Ratification of Auditor                 For       For          Management
14    Advisory Vote on Executive Compensation For       For          Management
15    Shareholder Proposal Regarding          Against   Against      Shareholder
      Lobbying Report
16    Shareholder Proposal Regarding          Against   Against      Shareholder
      Retention of Shares After Retirement


--------------------------------------------------------------------------------

UNITED TECHNOLOGIES CORPORATION

Ticker:       UTX            Security ID:  913017109
Meeting Date: APR 11, 2012   Meeting Type: Annual
Record Date:  FEB 15, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Louis Chenevert                   For       For          Management
2     Elect John Faraci                       For       For          Management
3     Elect Jean-Pierre Garnier               For       For          Management
4     Elect Jamie Gorelick                    For       For          Management
5     Elect Edward Kangas                     For       For          Management
6     Elect Ellen Kullman                     For       For          Management
7     Elect Richard McCormick                 For       For          Management
8     Elect Harold McGraw III                 For       For          Management
9     Elect Richard Myers                     For       For          Management
10    Elect H. Patrick Swygert                For       For          Management
11    Elect Andre Villeneuve                  For       For          Management
12    Elect Christine Whitman                 For       For          Management
13    Ratification of Auditor                 For       For          Management
14    Advisory Vote on Executive Compensation For       For          Management


--------------------------------------------------------------------------------

UNITEDHEALTH GROUP INCORPORATED

Ticker:       UNH            Security ID:  91324P102
Meeting Date: JUN 04, 2012   Meeting Type: Annual
Record Date:  APR 05, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect William Ballard, Jr.              For       For          Management
2     Elect Richard Burke                     For       For          Management
3     Elect Robert Darretta                   For       For          Management
4     Elect Stephen Hemsley                   For       For          Management
5     Elect Michele Hooper                    For       For          Management
6     Elect Rodger Lawson                     For       For          Management
7     Elect Douglas Leatherdale               For       For          Management
8     Elect Glenn Renwick                     For       For          Management
9     Elect Kenneth Shine                     For       For          Management
10    Elect Gail Wilensky                     For       For          Management
11    Advisory Vote on Executive Compensation For       For          Management
12    Ratification of Auditor                 For       For          Management
13    Shareholder Proposal Regarding          Against   Against      Shareholder
      Lobbying Report


--------------------------------------------------------------------------------

VERTEX PHARMACEUTICALS INCORPORATED

Ticker:       VRTX           Security ID:  92532F100
Meeting Date: MAY 16, 2012   Meeting Type: Annual
Record Date:  MAR 19, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Jeffrey Leiden                    For       For          Management
1.2   Elect Bruce Sachs                       For       For          Management
2     Amendment to the 2006 Stock and Option  For       For          Management
      Plan
3     Amendment to the Employee Stock         For       For          Management
      Purchase Plan
4     Ratification of Auditor                 For       For          Management
5     Advisory Vote on Executive Compensation For       For          Management


--------------------------------------------------------------------------------

VISA INC

Ticker:       V              Security ID:  92826C839
Meeting Date: JAN 31, 2012   Meeting Type: Annual
Record Date:  DEC 05, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Gary Coughlan                     For       For          Management
2     Elect Mary Cranston                     For       For          Management
3     Elect Francisco Javier Fern?ndez        For       For          Management
      Carbajal
4     Elect Robert Matschullat                For       For          Management
5     Elect Cathy Minehan                     For       For          Management
6     Elect Suzanne Johnson                   For       For          Management
7     Elect David Pang                        For       For          Management
8     Elect Joseph Saunders                   For       For          Management
9     Elect William Shanahan                  For       For          Management
10    Elect John Swainson                     For       For          Management
11    Advisory Vote on Executive Compensation For       Against      Management
12    Amendment to the 2007 Equity Incentive  For       For          Management
      Compenastion Plan
13    Ratification of Auditor                 For       For          Management


--------------------------------------------------------------------------------

WALT DISNEY CO.

Ticker:       DIS            Security ID:  254687106
Meeting Date: MAR 13, 2012   Meeting Type: Annual
Record Date:  JAN 13, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Susan Arnold                      For       For          Management
2     Elect John Chen                         For       For          Management
3     Elect Judith Estrin                     For       For          Management
4     Elect Robert Iger                       For       For          Management
5     Elect Fred Langhammer                   For       For          Management
6     Elect Aylwin Lewis                      For       For          Management
7     Elect Monica Lozano                     For       For          Management
8     Elect Robert Matschullat                For       For          Management
9     Elect Sheryl Sandberg                   For       For          Management
10    Elect Orin Smith                        For       For          Management
11    Ratification of Auditor                 For       For          Management
12    Amendment to the 2011 Stock Incentive   For       For          Management
      Plan
13    Advisory Vote on Executive Compensation For       For          Management


--------------------------------------------------------------------------------

WHOLE FOODS MARKET, INC.

Ticker:       WFM            Security ID:  966837106
Meeting Date: MAR 09, 2012   Meeting Type: Annual
Record Date:  JAN 10, 2012

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect John Elstrott                     For       For          Management
1.2   Elect Gabrielle Greene                  For       For          Management
1.3   Elect Hass Hassan                       For       For          Management
1.4   Elect Stephanie Kugelman                For       For          Management
1.5   Elect John Mackey                       For       Withhold     Management
1.6   Elect Walter  Robb                      For       Withhold     Management
1.7   Elect Jonathan Seiffer                  For       Withhold     Management
1.8   Elect Morris Siegel                     For       For          Management
1.9   Elect Jonathan Sokoloff                 For       Withhold     Management
1.10  Elect Ralph Sorenson                    For       For          Management
1.11  Elect William Tindell                   For       For          Management
2     Ratification of Auditor                 For       For          Management
3     Advisory Vote on Executive Compensation For       Against      Management
4     Increase of Authorized Common Stock     For       Against      Management
5     Shareholder Proposal Regarding Removal  Against   For          Shareholder
      of Directors
6     Shareholder Proposal Regarding          Against   For          Shareholder
      Independent Board Chairman


--------------------------------------------------------------------------------

YOUKU.COM INC

Ticker:       YOKU           Security ID:  98742U100
Meeting Date: OCT 17, 2011   Meeting Type: Annual
Record Date:  AUG 24, 2011

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Change in Company Name                  For       For          Management

========== END NPX REPORT



                                   SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



Prudential's Gibraltar Fund, Inc.

By


/s/ Robert F. O'Donnell (Jonathan D. Shain)
-----------------------------------------
    Robert F. O'Donnell, President


Date: August 28, 2012


Power of Attorney

The undersigned Directors, Trustees and Officers of the Advanced Series
Trust, The Prudential Series Fund and Prudential's Gibraltar Fund, Inc.
(collectively, the "Funds"), hereby constitute, appoint and authorize each
of, Andrew French, Claudia DiGiacomo, Deborah A. Docs, Katherine P. Feld,
Raymond O'Hara, Amanda Ryan and Jonathan D. Shain, as true and lawful
agents and attorneys-in-fact, to sign, execute and deliver on his or her
behalf in the appropriate capacities indicated, any Registration
Statements of the Funds on the appropriate forms, any and all amendments
thereto (including pre- and post-effective amendments), and any and all
supplements or other instruments in connection therewith, including Form
N-PX, Forms 3, 4 and 5, as appropriate, to file the same, with all
exhibits thereto, with the Securities and Exchange Commission (the "SEC")
and the securities regulators of appropriate states and territories, and
generally to do all such things in his or her name and behalf in connection
therewith as said attorney-in-fact deems necessary or appropriate to comply
with the provisions of the Securities Act of 1933, section 16(a) of the
Securities Exchange Act of 1934 and the Investment Company Act of 1940, all
related requirements of the SEC and all requirements of appropriate states
and territories.  The undersigned do hereby give to said agents and
attorneys-in-fact full power and authority to act in these premises,
including, but not limited to, the power to appoint a substitute or
substitutes to act hereunder with the same power and authority as said
agents and attorneys-in-fact would have if personally acting.  The
undersigned do hereby approve, ratify and confirm all that said agents and
attorneys-in-fact, or any substitute or substitutes, may do by virtue
hereof.


/s/ Timothy S. Cronin
---------------------
Timothy S. Cronin

/s/ Thomas T. Mooney
---------------------
Thomas T. Mooney

/s/ Susan Davenport Austin
--------------------------
Susan Davenport Austin

/s/ Thomas M. O'Brien
---------------------
Thomas M. O'Brien

/s/ Saul K. Fenster, PhD
------------------------
Saul K. Fenster, PhD

/s/ Robert F. O'Donnell
-----------------------
Robert F. O'Donnell

/s/ Delayne Dedrick Gold
------------------------
Delayne Dedrick Gold

/s/ F. Don Schwartz
-------------------
F. Don Schwartz

/s/ Robert F. Gunia
-------------------
Robert F. Gunia

/s/ Grace C. Torres
-------------------
Grace C. Torres

/s/ W. Scott McDonald, Jr.
--------------------------
W. Scott McDonald, Jr.



Dated:  June 14, 2012