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May 23, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: KEYSTONE AMERICA HARTWELL EMERGING GROWTH FUND, INC.
(THE "FUND"); REGISTRATION STATEMENT
NO. 2-28719/811-1633 (THE "REGISTRATION STATEMENT")
Dear Sirs and Madams:
Pursuant to Rule 477(a) under the Securities Act of 1933 ("1933 Act"),
we hereby request an order of the Securities and Exchange Commission
("Commission") granting the withdrawal of Post-Effective Amendment No. 42 to
the Registration Statement, filed with the Commission on March 20, 1995. This
Post-Effective Amendment No. 42 was filed under Rule 485(a) under the 1933 Act
to disclose a proposed change in the Fund's organization from a New York
corporation to a Massachusetts business trust. The Fund has not obtained the
necessary shareholder vote for the approval of the proposed reorganization.
Therefore, the Fund will remain a New York corporation and the disclosure
contained in Post-Effective Amendment No. 42 is not applicable. Pursuant to Rule
485(a)(i), the Fund designated an effective date of June 1, 1995 for Post-
Effective Amendment No. 42. Accordingly, we request that the Commission grant
the Fund's application for withdrawal prior to that date.
Please acknowledge receipt of this transmission through your
acknowledgement to Compuserve Mailbox Number 72741436.
If you have any questions or would like further information, please
call me at (617) 338-3686.
Sincerely yours,
/s/ MELINA M.T. MURPHY
Melina M.T. Murphy
cc: Jeremiah DeMichaelis
Branch Chief - Division of Investment Management
