INDIA GROWTH FUND INC
SC TO-C, 2000-12-15
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             -----------------------

                                   Schedule TO
            Tender Offer Statement under Section 14(d)(1) or 13(e)(4)
                     of the Securities Exchange Act of 1934
                                (Amendment No. )

                           The India Growth Fund Inc.
                       (Name of Subject Company (issuer))

                           The India Growth Fund Inc.
                 (Names of Filing Persons (offeror and issuer))

                     Common Stock, Par Value $.01 Per Share
                         (Title of Class of Securities)

                                    454090101
                      (CUSIP Number of Class of Securities)

                                  Paul Schubert
                           The India Growth Fund Inc.
                   c/o Mitchell Hutchins Asset Management Inc.
                           1285 Avenue of the Americas
                            New York, New York 10019

                 (Name, address, and telephone number of person
                        authorized to receive notices and
                       communications on behalf of filing
                                    persons)

                                 with a copy to:
                            Laurence E. Cranch, Esq.
                       Clifford Chance Rogers & Wells LLP
                                 200 Park Avenue
                            New York, New York 10166
                                 (212) 878-8000


                            Calculation of Filing Fee

================================================================================
               Transaction Valuation                   Amount of Filing Fee
--------------------------------------------------------------------------------
                  Not Applicable                          Not Applicable
================================================================================

|_|      Check  the box if any part of the fee is  offset  as  provided  by Rule
         0-11(a)(2)  and identify the filing with which the  offsetting  fee was
         previously paid. Identify the previous filing by registration statement
         number, or the Form or Schedule and the date of its filing.
         Amount Previously Paid:  Not Applicable
         Form or Registration No:  Not Applicable
         Filing Party:  Not Applicable
         Date Filed:  Not Applicable
|X| Check the box if the filing  relates  solely to  preliminary  communications
made before the  commencement  of a tender offer.  Check the  appropriate  boxes
below  to  designate  any  transactions  to which  the  statement  relates:  |_|
third-party tender offer subject to Rule 14d-1.
|X|      issuer tender offer subject to Rule 13e-4.
|_|      going-private transactions subject to Rule 13-e-3.
|_|      amendment to Schedule 13D under rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: |_|

<PAGE>


Items 1 - 11.

Not applicable.

Items 12.  Materials to be Filed as Exhibits.

Text of Press Release issued by The India Growth Fund Inc. on December 15, 2000.


PRESS RELEASE

                           THE INDIA GROWTH FUND INC.
                   ANNOUNCES COMMENCEMENT DATE OF TENDER OFFER


             NEW YORK,  December  15,  2000 - The India  Growth  Fund Inc.  (the
"Fund") announced today that the Fund's tender offer (the "Tender Offer") for up
to 40% of the Fund's common stock will commence on or about January 16, 2001 and
terminate on or about  February 16, 2001. As announced on November 10, 2000, the
Tender  Offer will be  conducted  at a price equal to the Fund's net asset value
per share on the last day of the tender period (or as otherwise permitted by the
rules of the Securities and Exchange Commission (the "SEC")).

         The Tender  Offer will be made and  stockholders  will be  notified  in
accordance  with the  requirements  of the  Securities  Exchange Act of 1934, as
amended,  and  the  Investment  Company  Act of  1940,  as  amended,  either  by
publication  or  mailing or both.  The  offering  documents  will  contain  such
information  as is  prescribed  by such  laws  and  the  rules  and  regulations
promulgated thereunder.

         The Fund is a  closed-end  management  investment  company  that  seeks
long-term capital appreciation through investment primarily in equity securities
of Indian companies. The Fund is traded on the New York Stock Exchange under the
trading  symbol  "IGF".  The  Fund's  investment  adviser is Unit Trust of India
Investment Advisory Services Limited.

         This  announcement  is not an offer to purchase or  solicitation  of an
offer to sell  shares of the Fund.  The offer is made only by the Offer for Cash
and the related Letter of Transmittal.  Holders of Fund shares should read these
documents when they are available  because they contain  important  information.
These and other filed  documents will be available to investors for free both at
the website of the  Securities  and Exchange  Commission  and from the Fund. The
offer is not being made to, nor will  tenders be accepted  from or on behalf of,
holders of shares in any  jurisdiction  in which making or  accepting  the offer
would violate that jurisdiction's laws.



Contact: Joanne Kilkeary, Mitchell Hutchins Asset Management Inc. (201-318-4141)
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Item 13.  Information Required by Schedule 13E-3.

         Not applicable.




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