GROWTH FUND OF SPAIN INC
DEFA14A, 1997-11-25
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                                  SCHEDULE 14A
                                 (Rule 14a-101)
                     INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION
           Proxy Statement Pursuant to Section 14(a) of the Securities
                     Exchange Act of 1934 (Amendment No. __)

Filed by the Registrant (X) Filed by a Party other than the Registrant ( )
Check the appropriate box:

( )      Preliminary Proxy Statement        ( )      Confidential, for Use of
                                                     the Commission Only (as
                                                     permitted by Rule
                                                     14c-6(e)(2)
( )      Definitive Proxy Statement

(X)      Definitive Additional Materials

( )      Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                         The Growth Fund of Spain, Inc.
      ---------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)

      ---------------------------------------------------------------------
          (Name of Person(s) Filing Proxy Statement, if other than the
                                  Registrant)

Payment of filing fee (Check the appropriate box):

(X)      No fee required.

( )      Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
         and 0-11.

(1)      Title of each class of securities to which transaction applies:

- ---------------------------------------------------------------------------
(2)      Aggregate number of securities to which transaction applies:

- ---------------------------------------------------------------------------
(3)      Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
         filing fee is calculated and state how it was determined.)

- ---------------------------------------------------------------------------
(4)      Proposed maximum aggregate value of transaction:

- ---------------------------------------------------------------------------
(5)      Total fee paid:

- ---------------------------------------------------------------------------
( )      Fee paid with preliminary materials.

( )      Check box if any part of the fee is offset as provided by Exchange Act
         Rule 0-11(a)(2) and identify the filing for which the offsetting fee 
         was paid previously.  Identify the previous filing by registration
         statement number, or the Form or Schedule and the date of its filing.

(1)      Amount Previously Paid:

- ---------------------------------------------------------------------------
(2)      Form, Schedule or Registration Statement No.:

- ---------------------------------------------------------------------------
(3)      Filing Party:

- ---------------------------------------------------------------------------
(4)      Date Filed:

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


<PAGE>
                                             FOXPRO\PROXY\Growth Fund of Spain
                                                                   800-221-5724
                                                                       Ext. 421

                              GROWTH FUND OF SPAIN
                           (GREATER THAN 1000 SHARES)


Hello. My name is _______________. May I please speak with _______________? I'm
calling on behalf of the Growth Fund of Spain to see if you have received your
white proxy ballot for the upcoming shareholders meeting scheduled from December
3, 1997. Has that arrived? (If YES, go to (1) below; if NO, go to (2) below)

(1)      Have you had a chance to return that yet? (If YES, go to (b) below; if
         NO, go to (a) below).

(2)      Would you like us to mail you another proxy card? Do you live at (check
         address)? We'll mail that today. Also, (If NO, go to (b) below).

         (a)      We are calling to ask you to take a moment now to return the
                  white proxy card. If you have received a blue proxy card
                  please discard it. (continue to (b) below)

         (b)      The Board of Directors wants you to know that you may be
                  receiving materials from a group called "Bankgesellschaft
                  Berlin AG." They are attempting to place two of their own
                  nominees for directors on the board of your Fund. THE BOARD OF
                  DIRECTORS OF YOUR FUND URGES YOU TO REJECT THOSE NOMINEES. To
                  help insure that there is no interruption in the present
                  management of the fund, we are asking you to return all white
                  proxy cards and disregard any blue proxy cards you may
                  receive.

(continue as follows)

That's all we wanted to let you know and I'd like to thank you in advance for
your continued support of the management of The Growth Fund of Spain. Remember,
return the white card and discard the blue one to show your support for the
board. Thanks again and have a good ______.

                                MACHINE MESSAGE:

This is a message on behalf of the Board of Directors of the Growth Fund of
Spain. Please take a moment to return any WHITE proxy cards you receive. Also, I
wanted to let you know that your Board is advising you to reject the proxy
supplied by the German Banking Organization. PLEASE DO NOT RETURN THE BLUE CARD.
If you have any questions call 800-221-5724 and ask for extension 421. Our
representatives will be happy to assist. Thank you.

*EVEN IF HOLDERS HAVE ALREADY RETURNED A CARD, THERE IS NO LIMIT TO THE NUMBER
OF CARDS A HOLDER MAY SUBMIT. ONLY THE LAST DATED AND PROPERLY EXECUTED CARD
WILL BE COUNTED.


<PAGE>




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