SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
NOTICE OF REDEMPTION PURSUANT TO
RULE 23c-2 UNDER THE
INVESTMENT COMPANY ACT OF 1940
Central Asset Fund, Inc. (the "Company"), a closed-end investment
company registered under the Investment Company Act of 1940 (file no. 811-
08715), hereby notifies the Securities and Exchange Commission of its
intention to redeem immediately all the outstanding shares of each of its
Auction Market Preferred Stock, Series A and Series B (the "AMPS"), upon
the occurrence on any date more than 30 days hereafter of any event
specified in Section 4.2 of the Articles Supplementary of the Company,
dated March 1, 1998, relating to the Series A AMPS and the Series B AMPS.
A copy of Section 4.2, which obligates the Company to make mandatory
redemptions of the AMPS in the events set forth therein, is attached.
CENTRAL ASSET FUND, INC.
By: /s/ James A. McIntosh
_____________________________
Name: James A. McIntosh
Title: President
4.2. Mandatory Redemption. To the extent permitted under the
1940 Act and Maryland Law and notwithstanding that a No-Call Period may be
in effect pursuant to a Specific Redemption Provision, the Shares of each
Series of AMPS are subject to mandatory redemption in whole or in part in
the event of a Mandatory Redemption Event.
The occurrence of any of the following will be a "Mandatory
Redemption Event":
(a) (i) if both Moody's and S&P are rating the AMPS at the
request of the Corporation, either (A) the aggregate Adjusted Value of all
Moody's Eligible Assets held by the Corporation as of the close of business
on any Business Day is less than the Moody's Required Asset Coverage as of
such Business Day and such deficiency continues to exist as of 1:00 p.m.
(New York time) on the applicable Cure Date or (B) the aggregate Adjusted
Value of all S&P Eligible Assets held by the Corporation as of the close of
business on any Business Day is less than the S&P Required Asset Coverage
as of such Business Day and such deficiency continues to exist as of 1:00
p.m. (New York time) on the applicable Cure Date or (ii) if Moody's and not
S&P is rating the AMPS at the request of the Corporation, clause (A) above
shall be operative and the state of affairs described therein shall exist
and clause (B) above shall not be operative or (iii) if S&P and not Moody's
is rating the AMPS at the request of the Corporation, clause (B) above
shall be operative and the state of affairs described therein shall exist
and clause (A) above shall not be operative;
(b) (i) the aggregate Fair Market Value of the Securities and
other assets of the Corporation is less than 130% of the sum of the
aggregate AMPS Redemption Amount for all Shares of AMPS then Outstanding
and the aggregate AMPS Redemption Amount (as defined in the applicable
articles supplementary relating to any other Preferred Stock issued by the
Corporation and rated by the Rating Agencies) applicable to any other
Preferred Stock of the Corporation then outstanding, and such aggregate
Fair Market Value remains less than 130% of such aggregate AMPS Redemption
Amount through the close of business on the applicable Cure Date;
(c) the Corporation ceases to qualify as a "regulated investment
company" within the meaning of the Code; or
(d) Merrill Lynch, Pierce, Fenner & Smith Incorporated ceases to
be the Broker-Dealer.
