FRANCE GROWTH FUND INC, DEF 14A, 1998-02-26

FRANCE GROWTH FUND INC
DEF 14A, 1998-02-26

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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

/x/ Definitive Proxy Statement

/ / Definitive Additional Materials

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

/ / Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e) (2))

The France Growth Fund, 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.

<PAGE>

THE FRANCE GROWTH FUND, INC.
1211 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 8, 1998
------------------------

THIS IS THE FORMAL AGENDA FOR THE ANNUAL MEETING OF STOCKHOLDERS OF THE FRANCE
GROWTH FUND, INC. (THE 'FUND'). IT TELLS YOU WHAT MATTERS WILL BE VOTED ON AND
THE TIME AND PLACE OF THE MEETING, IN CASE YOU WANT TO ATTEND IN PERSON.

To our Stockholders:

The Annual Meeting of the Fund's stockholders will be held at 9:00 a.m.,
New York City time, on Wednesday, April 8, 1998, at the offices of Credit
Agricole Indosuez, 7th Floor Board Room, 1211 Avenue of the Americas, New York,
New York 10036, for the following purposes:

1. To elect four (4) Directors in Class I to serve for a term expiring on
the date of the annual meeting of stockholders in 2001.

2. To ratify the selection by the Board of Directors of Price Waterhouse
LLP as independent accountants for the fiscal year ending December 31,
1998.

3. To consider and act upon any other business that may properly come
before the meeting or any related adjourned meeting.

Stockholders of record of the Fund's common stock at the close of business
on February 10, 1998 are entitled to vote at this meeting and any related
adjourned meeting.

Steven M. Cancro
Secretary

Dated: February 26, 1998

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE AND RETURN THE
ENCLOSED PROXY CARD. PLEASE TAKE A FEW MINUTES TO VOTE NOW AND HELP SAVE THE
COST OF ADDITIONAL SOLICITATIONS.

<PAGE>
THE FRANCE GROWTH FUND, INC.
1211 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10036

ANNUAL MEETING OF STOCKHOLDERS
APRIL 8, 1998
------------------------
PROXY STATEMENT
------------------------

This proxy statement is being used by the Board of Directors of The France
Growth Fund, Inc. (the 'Fund') to solicit proxies to be voted at the Annual
Meeting of the Fund's stockholders. This Meeting will be held at 9:00 a.m., New
York City time, on Wednesday, April 8, 1998, at the offices of Credit Agricole
Indosuez, 7th Floor Board Room, 1211 Avenue of the Americas, New York, New York
10036. The purposes of the Meeting are to elect four (4) Directors and to ratify
the selection by the Board of Directors of Price Waterhouse LLP as independent
accountants for the fiscal year ending December 31, 1998. This proxy statement,
form of proxy and the Fund's Annual Report for the fiscal year ended December
31, 1997 are being mailed to stockholders on or about February 26, 1998.

WHO IS ELIGIBLE TO VOTE

Shareholders of record on February 10, 1998 are entitled to attend and vote
at the Meeting or any related adjourned meeting. Each share is entitled to one
vote. Shares represented by properly executed proxies, unless revoked before or
at the Meeting, will be voted according to shareholders' instructions. If you
sign a proxy but do not fill in a vote, your shares will be voted FOR the
election of the nominees for Director named in this proxy statement and FOR
ratification of the selection of Price Waterhouse LLP as independent accountants
for the Fund for the fiscal year ending December 31, 1998. If any other business
comes before the Meeting, your shares will be voted at the discretion of the
persons named as proxies.

VOTING RIGHTS AND REQUIRED VOTE

A plurality of all votes cast at the Meeting, with a quorum present, is
sufficient to elect a Director. The affirmative vote of a majority of the shares
cast at the Meeting, with a quorum present, is required for the ratification of
the selection of Price Waterhouse LLP as independent accountants. Abstentions
and broker non-votes will not be considered votes cast for the foregoing
purposes but are considered as present for the purpose of determining whether a
quorum has been achieved at the Meeting.

ELECTION OF DIRECTORS
(PROPOSAL 1)

The Fund's Articles of Incorporation provide that the Board of Directors
shall be divided as equally as possible into three classes of Directors (Class
I, Class II and Class III) serving staggered three-year terms. The term of
office for Directors in Class I expires at the Meeting, Class II at the 1999
annual meeting and Class III at the 2000 annual meeting. Four (4) Class I
nominees are named in this proxy statement for election to a term expiring on
the date of the annual meeting of stockholders in 2001 or until their successors
are elected and qualified.

<PAGE>

Unless authority is withheld, it is the intention of the persons named in
the form of proxy to vote each proxy for the election of all of the nominees
listed below. Each nominee has indicated he will serve as a Director if elected,
and the Board of Directors of the Fund knows of no reason why any of these
nominees would be unable to serve. However, if any nominee should be unable to

serve, the proxies received will be voted for any other person designated to
replace the nominee by the Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES.

INFORMATION REGARDING DIRECTORS AND NOMINEES

The following table shows certain information about the Directors. Each
Director, including each nominee, has served as a Director of the Fund since
1990, except for Mr. Michel Somnolet who became a Director in April 1991, Mr.
Jean A. Arvis who became a Director in February 1993 and Mr. Walter J.P. Curley
who became a Director in March 1993.

The following have been nominated for re-election at the Meeting:

Jean A. Arvis 62 Chairman of the Fund (since February 1993); Presi- 5,758
Class I (2)(3) dent, French Federation of Insurance Companies
(insurance) (since March 1997); Consultant, Amer-
ican International Group, Inc. (insurance) (since
January 1993); Senior Adviser, Compagnie de Suez
(until December 1995); nonemployee Director of
Comptoir Lyon Alemand Louyot, Groupe La
Laurentienne (Canada), and Director, Leicum Fund
(investment company), AXA Equity and Law (U.K.)
(insurance), Societe Francaise de Factoring,
Fonciere Lyonnaise, AIG Banque, Parabole Sofrace
(Liban) and New London PLC.

Pierre H.R. 55 President and Chief Investment Officer, Oppen- -0-
Daviron heimer Capital International (asset management)
Class I (since August 1993); and Chairman of the Board of
the Fund (May 1990-February 1993).

Jacques 48 Associate Professor, Universite Paris II (since -0-
Regniez June 1997); Researcher, French State Planning
Class I Agency; economic adviser to Prime Minister of
France; Administrator, Institut National de la
Statistique et des Etudes Economiques (economics
institute); Chairman and Director, Techniques de
Gestions Financieres S.A. (investment and
finance); and President, FICAC 40 (investment
company).

2
<PAGE>

<CAPTION>
SHARES OF THE COMMON
STOCK OF THE FUND
BENEFICIALLY OWNED
(DIRECTLY OR
INDIRECTLY)
PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS AND ON FEBRUARY 10,
NAME AGE DIRECTORSHIPS 1998(1)
- -------------------- --- -------------------------------------------------- --------------------

<S> <C> <C> <C>
*John W. 60 Managing Partner, Spurdle & Company (private fi- -0-
Spurdle, Jr. (2) nance); Chairman, Investment Management Partners
Class I Inc. (holding company); President, Asset
Management Investment Co. (since August 1997);
and Managing Director, Bluestone Capital Part-
ners (investment banking) (since January 1998).
<CAPTION>

The following are Directors whose terms continue:

Thomas C. 54 President and Chief Executive Officer, Zephyr Man- 1,333
Barry agement, Inc. (since December 1993); President
Class III and Chief Executive Officer, Rockefeller & Co.,
Inc. (registered investment adviser) (March 1983-
December 1993); and Director, Pacific Basin Bulk
Shipping Limited.

**John A. Bult 60 Chairman, PaineWebber International, Inc.; Direc- -0-
Class III tor, PaineWebber Group Inc.; and Director, The
Germany Fund, Inc., The New Germany Fund, Inc.,
The Central European Equity Fund, Inc. and The
Greater China Fund, Inc. (investment companies).

Walter J.P. 75 Venture Capital Investor; United States Ambassa- 1,368
Curley dor to Ireland (1975-77) and to France (1989-93);
Class III Director, American Exploration Co. (oil and gas
exploration), Sotheby's Holdings, Inc., Banque
Paribas (International Advisory Board); Board of
Trustees, The Frick Collection, and Chairman of
the French American Foundation.
</TABLE>
- ------------------
* Denotes an 'interested person,' as defined in the Investment Company Act of
1940, as amended (the '1940 Act'). Mr. Spurdle is an 'interested person' by
means of his affiliation with Bluestone Capital Partners, a broker-dealer

registered under the Securities Exchange Act of 1934, as amended (the '1934
Act'). Since Bluestone Capital Partners does not and will not execute any
portfolio transactions on behalf of the Fund, it is expected that the Board
of Directors will determine, pursuant to a rule under the 1940 Act, at its
next regularly scheduled meeting that Mr. Spurdle is not an 'interested
person' of the Fund.
** Denotes an 'interested person,' as defined in the 1940 Act. Mr. Bult is an
'interested person' by reason of his affiliation with PaineWebber
Incorporated. PaineWebber Incorporated and its affiliate, PaineWebber
International (U.K.) Ltd., were among the principal underwriters of the
initial offering of the Fund's Common Stock in 1990. PaineWebber
Incorporated was the dealer-manager of the Fund's rights offering in 1994.
PaineWebber Incorporated, a broker-dealer registered under the 1934 Act, is
the parent company of the Fund's Administrator.

3
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<TABLE>
<CAPTION>
SHARES OF THE COMMON
STOCK OF THE FUND
BENEFICIALLY OWNED
(DIRECTLY OR
INDIRECTLY)
PRINCIPAL OCCUPATIONS DURING PAST FIVE YEARS AND ON FEBRUARY 10,
NAME AGE DIRECTORSHIPS 1998(1)
- -------------------- --- -------------------------------------------------- --------------------
<S> <C> <C> <C>
Marc de F. de 71 International business consultant; Consultant, -0-
Logeres (2)(3) Brenner Securities Corporation (securities)
Class II (September 1991-December 1994); Chairman of the
Board of Directors, Michelin Tyre plc (U.K.)
(subsidiary of Michelin in France); Co-Chairman
and Director, Ecotyre Technologies, Inc. (tires);
Director, Michelin Finance Corporation, Michelin
Aircraft Tire Corporation and Tire Kingdom, Inc.;
Director and officer of other affiliates of the
Michelin group of companies; and Director, Nova
Scotia Power Inc. (Nova Scotia, Canada) and Cobra
Industries (recreation vehicles).

Michel 63 President and Chief Executive Officer, Francosteel 123
Longchampt (2)(3) Corporation (steel distributor); Vice Chairman,
Class II Edgcomb Metals (steel processor) (since 1994);
and Director, J&L Specialty Products (stainless
steel producer).

Michel A. 63 President, Arfin (consulting) (since June 1995); 4,643
Rapaccioli (2) Vice President and Chief Financial Officer,
Class II Texasgulf Inc. (fertilizers) (until May 1995);
Senior Vice President and Chief Financial
Officer, Elf Aquitaine, Inc. (holding company)
(until 1994); Chairman and Director, Elf Trading,

Inc. (oil) (until 1994); Chairman and Chief
Executive Officer, Elf Technologies, Inc. (until
1994) and Director and officer of other
affiliates of the Elf group of companies (until
1994).

***Bernard Simon- 59 Executive Vice President, Credit Agricole Indosuez -0-
Barboux (banking, asset management and finance); Managing
Class III Director, Indocam Asset Management (finance);
Chairman, Indosuez Caisse de Retraites and
Himalayan Fund (investment company); Director,
Indosuez Investment Management Services
(finance), Cheuvreux de Virieu (securities
brokerage), Indosuez North America Asset
Management (finance), Korea Europe Fund, Rome
Stockholm (real estate), SEGESFI (finance); Suez
Finance Counseil for Compagnie de Suez; and
Director, Union Financiere de France (finance).
</TABLE>

- ------------------
*** Denotes an 'interested person' as defined in the 1940 Act. Mr. Simon-Barboux
is an 'interested person' by reason of his affiliations with Credit Agricole
Indosuez, the indirect parent company of the Fund's Investment Adviser.

4
<PAGE>

- ------------------
(1) As of February 10, 1998, the nominees and Directors listed above who owned
shares of the Common Stock owned individually less than 1% of the Fund's
outstanding shares, and the Directors and officers of the Fund beneficially
owned, directly or indirectly, in the aggregate less than 1% of the Fund's
outstanding shares.
(2) Member of the Audit Committee.
(3) Member of the Nominating Committee.

The Board of Directors presently has an Audit Committee and a Nominating
Committee. The Audit Committee is currently composed of Messrs. Arvis, de
Logeres, Longchampt, Rapaccioli and Spurdle (Chairman), none of whom (other than
Mr. Spurdle) is an 'interested person' (as defined in the 1940 Act) of the Fund
or of the Investment Adviser. The Audit Committee makes recommendations to the
Board with respect to the selection of independent accountants and reviews with
the independent accountants the scope and results of the audit engagement. The
Audit Committee also considers the range of audit and non-audit fees, reviews
and approves non-audit services provided by the independent accountants and
reviews the annual financial statements of the Fund. The Audit Committee held
three (3) meetings during the Fund's fiscal year ended December 31, 1997.

The Nominating Committee is composed of Messrs. Arvis, de Logeres
(Chairman), Longchampt and Somnolet, none of whom is an 'interested person' (as
defined in the 1940 Act) of the Fund or the Investment Adviser. The Nominating
Committee exercises all of the powers of the Board of Directors regarding
nominations for Directors who would not be 'interested persons' (as defined in
the 1940 Act). The Board of Directors has also typically delegated to the
Nominating Committee the initial consideration of all candidates for selection
as a Director of the Fund. Each of the Director nominees, including each nominee
who would not be an 'interested person,' was nominated by the Nominating
Committee, and the members of the Board of Directors of the Fund who are not
'interested persons' nominated the nominees to stand for election by the
stockholders. The Nominating Committee will not consider prospective nominees
suggested by stockholders. The Nominating Committee held one (1) meeting during
the Fund's fiscal year ended December 31, 1997.

At the present time, the Board of Directors has no compensation committee
or other committee performing similar functions.

During the Fund's fiscal year ended December 31, 1997, the Board of
Directors met four (4) times, and each Director attended at least 75% of the
aggregate number of meetings of the Board and meetings of committees of the
Board of Directors on which such Director served.

Two of the Fund's Directors, Messrs. Rapaccioli and Simon-Barboux, and two
of the Fund's nominees, Messrs. Arvis and Regniez, are residents of France, and
substantially all of the assets of

5
<PAGE>
such persons may be located outside of the United States. As a result, it may be
difficult for United States investors to effect service of process upon such
Directors within the United States or to realize judgments of courts of the
United States predicated upon civil liabilities of such Directors under the
federal securities laws of the United States.

INFORMATION REGARDING OFFICERS

The executive officers of the Fund are as follows:

POSITION PRINCIPAL OCCUPATION
NAME AGE WITH FUND DURING PAST FIVE YEARS
- -------------------- --- ------------------------------ ---------------------------------------------
<S> <C> <C> <C>
Jean A. Arvis....... 62 Chairman (since March 1993) Previously Indicated.

Bernard L. 45 President (since June President, Credit Agricole Indosuez (U.S.)
Chauvel............ 1997) (since April 1997); President, Credit
Agricole (U.S.) (banking, asset management
and finance) (January 1991 to May 1997).

Steven M. Cancro.... 43 Vice President (since June First Vice President and General Counsel,
1992) and Secretary (since Credit Agricole Indosuez (New York).
1991)

Frederick J. 38 Vice President (since June Vice President, Indocam International
Schmidt............ 1992) and Treasurer (since Investment Services (since July 1997); Vice
1990) President, Credit Agricole Indosuez (New
York).
</TABLE>

The persons listed above as officers of the Fund, other than Mr. Arvis, are
also employees of Credit Agricole Indosuez. The officers of the Fund were
elected by the Board of Directors at a meeting of the Board of Directors in June
1997. Mr. Arvis and Mr. Cancro have indicated beneficial ownership of 5,758 and
4,000 shares of the Fund, respectively, which represents less than 1% of the
shares of the Fund outstanding.

COMPENSATION OF DIRECTORS AND OFFICERS

The Investment Adviser pays the compensation and certain expenses of its
personnel, if any, who serve as Directors and officers of the Fund.

The Fund pays each of its Directors who is not an 'interested person' (as
defined in the 1940 Act) of the Fund (except by reason of being a Director) or
of the Investment Adviser, the Fund's Administrator or any principal underwriter
of the Fund, an annual fee of $7,500, plus an attendance fee of $700 for each
meeting of the Board of Directors or of the Audit Committee attended. In
addition, the Fund reimburses all Directors for certain out-of-pocket travel
expenses in connection with their attendance at meetings of the Board of
Directors or any committees thereof. The Fund pays an additional fee of $5,000
per year to Mr. Arvis for providing certain consulting services to the Fund and
has paid an additional fee of $7,500 to Mr. de Logeres for providing other
consulting services to the Fund.

6
<PAGE>

The following table provides information regarding the fees paid by the
Fund to the non-interested Directors for their services for the Fund's fiscal
year ended December 31, 1997.

PENSION OR TOTAL
RETIREMENT COMPENSATION
AGGREGATE BENEFITS FROM THE
DIRECTOR COMPENSATION ACCRUED FUND
- ----------------------------------- ------------ ---------- ------------
<S> <C> <C> <C>
Jean A. Arvis...................... $ 14,900 $ 0 $14,900
Thomas C. Barry.................... 9,600 0 9,600
Walter J.P. Curley................. 9,600 0 9,600
Pierre H.R. Daviron................ 11,000 0 11,000
Marc de F. de Logeres.............. 21,150 0 21,150
Michel Longchampt.................. 11,700 0 11,700
Michel A. Rapaccioli............... 12,400 0 12,400
Jacques Regniez.................... 10,300 0 10,300
Michel Somnolet.................... 9,600 0 9,600
John W. Spurdle, Jr................ 12,400 0 12,400
</TABLE>

OWNERSHIP OF COMMON STOCK

As of February 10, 1998, to the knowledge of the management of the Fund,
there were no persons known to be control persons of the Fund, as such term is
defined in Section 2(a)(9) of the 1940 Act. As of such date, the only persons
known to the Fund to have record or beneficial ownership of more than 5% of the
outstanding Common Stock are the following*:

NAME AND ADDRESS AMOUNT OF PERCENT
OF BENEFICIAL/ BENEFICIAL/ OF
RECORD OWNER RECORD OWNERSHIP CLASS
----------------------- -------------------- -------
<S> <C> <C>
(Record Owner)
Cede & Co., as nominee for 15,178,471 shares 98.9%
The Depository Trust Company
P.O. Box 20
Bowling Green Station
New York, NY 10004
(Beneficial Owners)
Brown Brothers Harriman & Co. 2,284,359 shares 14.9%
63 Wall Street
New York, NY 10005

Chase Manhattan Bank 832,859 shares 5.4%
4 New York Plaza
New York, NY 10004

Morgan Stanley & Co., Inc. 817,575 shares 5.3%
1 Pierrepont Plaza
Brooklyn, NY 11201

SSB--Custodian 1,936,133 shares 12.6%
Global Corporate Action Dept.
JAB5W
P.O. Box 1631

Boston, MA 01201-1631
</TABLE>
------------------
* The Fund is also aware of two other entities which recently reported
beneficial ownership of more than 5% of the outstanding Common Stock as of
dates other than February 10, 1998: President and Fellows of Harvard
College, Care of Harvard Management Co., Inc., 600 Atlantic Ave., Boston, MA
02110--1,787,500 shares (11.7%) as of February 13, 1998; and Deep Discount
Advisors, Inc.,
One West Pack Square, Asheville, N.C. 28801--876,613 shares (5.7%) as of
December 29, 1997.

7
<PAGE>
SELECTION OF INDEPENDENT ACCOUNTANTS
(PROPOSAL 2)

At a meeting of the Board of Directors held on December 8, 1997, a majority
of the members of the Board of Directors, including a majority of Directors who
are not 'interested persons' (as defined in the 1940 Act) of the Fund, in
accordance with the recommendation of the Audit Committee of the Board of
Directors, selected PriceWaterhouse LLP as independent accountants for the Fund
for the fiscal year ending December 31, 1998. Price Waterhouse LLP has audited
the accounts of the Fund since the Fund's commencement of operations. Price
Waterhouse LLP has informed the Fund that it does not have any direct interest
or any material indirect financial interest in the Fund.

The ratification of the selection of independent accountants is to be voted
upon at the Meeting and, if no direction is made, it is the intention of the
persons named in the accompanying proxy to vote proxies received in favor of
ratification of Price Waterhouse LLP. A representative of Price Waterhouse LLP
will be present at the Meeting to answer questions from the stockholders and
will have an opportunity to make a statement if he or she chooses to do so.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2.

INFORMATION CONCERNING THE MEETING

SOLICITATION OF PROXIES

The cost of preparing, printing and mailing these proxy materials will be
borne by the Fund. In addition to the mailing of these proxy materials, proxies
may be solicited by telephone, by fax or in person by the directors, officers
and employees of the Fund; Indocam International Investment Services, the Fund's
Investment Adviser, whose principal address is 90, boulevard Pasteur, 75015
Paris France; or Mitchell Hutchins Asset Management, Inc., the Fund's
Administrator, whose principal address is 1285 Avenue of the Americas, New York,
New York 10019. Shareholder Communications Corporation, a third party
solicitation firm, has agreed to provide proxy solicitation services to the Fund
at a cost of approximately $5,000. Brokerage houses, banks and other fiduciaries
may also be requested to forward these proxy materials to the beneficial owners
of Fund shares to obtain authorization for completing the proxies and will be
reimbursed by the Fund for their out-of-pocket expenses.

REVOKING PROXIES

A stockholder signing and returning a proxy has the power to revoke it at
any time before it is exercised by filing a written notice of revocation with
the Fund's secretary, c/o The France Growth Fund, Inc., 1211 Avenue of the
Americas, New York, NY 10036; or by returning a duly executed proxy with a later
date before the time of the Meeting; or if a stockholder has executed a proxy
but is present at the Meeting and wishes to vote in person, by notifying the
secretary of the Fund (without complying with any formalities) at any time
before it is voted.

Being present at the Meeting alone does not revoke a previously executed
and returned proxy.

OUTSTANDING SHARES AND QUORUM

As of February 10, 1998, 15,345,333 shares of Common Stock of the Fund were
outstanding. Only stockholders of record on February 10, 1998 are entitled to
notice of and to vote at the Meeting. Thirty-three percent (33%) of the shares
of Common Stock issued and outstanding and entitled to vote at the Meeting will
be considered a quorum for the transaction of business.

8
<PAGE>

OTHER BUSINESS

The Board of Directors knows of no business to be presented for
consideration at the Meeting other than the proposals. If other business
including any question as to an adjournment of the Meeting is properly brought
before the Meeting, proxies will be voted according to the best judgment of the
persons named as proxies.

TRANSACTIONS BY AFFILIATES

During the fiscal year of the Fund ended December 31, 1997, there were no
transactions in the Common Stock of the Investment Adviser, its Parents or
Subsidiaries by any officer, Director or nominee for election of Director of the
Fund or the Investment Adviser in an amount equal to or exceeding 1% of the
outstanding common stock of such entity. Mr. Arvis has indicated ownership of
Directors' qualifying shares (less than 1% of the outstanding shares) of Credit
Agricole Indosuez. Mr. Simon-Barboux has indicated ownership of one share of
stock of Indocam Asset Management International, which is a subsidiary of Credit
Agricole Indosuez.

STOCKHOLDER PROPOSALS

Stockholder proposals intended to be presented at the Fund's Annual Meeting
of Stockholders in 1999 must be received by the Fund on or before October 31,
1998, in order to be included in the Fund's proxy statement and form of proxy
relating to that meeting.

Steven M. Cancro
Secretary

Dated: February 26, 1998

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE AND RETURN THE
ENCLOSED PROXY CARD. PLEASE TAKE A FEW MINUTES TO VOTE NOW AND HELP SAVE THE
COST OF ADDITIONAL SOLICITATIONS.

<PAGE>
THE FRANCE GROWTH FUND, INC.
1211 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10036
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Frederick J. Schmidt and Steven M. Cancro as
Proxies, each with full power of substitution, and hereby authorizes each of
them, with authority in each to act in the absence of the other, to represent
and to vote, as designated below, all the shares of Common Stock of The France
Growth Fund, Inc. (the 'Fund') held of record by the undersigned on February 10,
1998 at the Annual Meeting of Stockholders of the Fund to be held on April 8,
1998, or any adjournments thereof.

PROPOSALS (Please check one box for each proposal)

The Board of Directors recommends a vote FOR the nominees.

1. ELECTION OF DIRECTORS. The election of Class I directors to serve for a term
expiring on the date on which the Annual Meeting of Stockholders is held in
2001.

FOR all nominees listed below / / WITHHOLD AUTHORITY / /
(except as marked to the contrary below) to vote for all nominees
listed below

Nominees: Jean A. Arvis, Pierre H.R. Daviron, Jacques Regniez and John W.
Spurdle, Jr.

(UNLESS AUTHORITY TO VOTE FOR ANY OF THE FOREGOING NOMINEES IS WITHHELD, THIS
PROXY WILL BE DEEMED TO CONFER AUTHORITY TO VOTE FOR EVERY NOMINEE WHOSE NAME IS
NOT LISTED BELOW.)

INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the following space:

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

The Board of Directors recommends a vote FOR Proposal 2.

2. TO RATIFY THE SELECTION BY THE BOARD OF DIRECTORS OF PRICE WATERHOUSE LLP AS
INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 1998.

FOR / / AGAINST / / ABSTAIN / /

<PAGE>

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE

3. In their discretion, the proxies are authorized to consider
and act upon such other business as may properly
come before the meeting or any adjournments thereof.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW. If shares are held
jointly, each Shareholder named should sign. If only one
signs, his or her signature will be binding. If the
Shareholder is a corporation, the President or a Vice
President should sign in his or her own name, indicating
title. If the Shareholder is a partnership, a partner should
sign in his or her own name, indicating that he or she is a
'Partner.'

Dated: _____________________________, 1998

(By) _______________________________________
Signature
(By) _______________________________________
Signature