FIRST PRAIRIE SPECIAL EQUITY FUND, RW, 1995-10-26

FIRST PRAIRIE SPECIAL EQUITY FUND
RW, 1995-10-26

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                FIRST PRAIRIE SPECIAL EQUITY FUND
                  Three First National Plaza  
                    Chicago, Illinois 60670             



                                        October 26, 1995



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

     Re:  First Prairie Special Equity Fund
          Registration Statement on Form N-1A
          (Registration No. 33-46402)         

Gentlemen:

     Pursuant to Rule 477 of the General Rules and Regulations
under the Securities Act of 1933, as amended, First Prairie
Special Equity Fund (the "Fund") desires to withdraw, and hereby
requests that the Commission withdraw, the above-referenced
Registration Statement.  The Fund believes that such action
would be consistent with the public interest and the protection
of investors since the Fund has not made a public offering of
its shares of beneficial interest and the above-referenced
Registration Statement has not been declared effective by the
Staff of the Commission.

                              Very truly yours,

                              FIRST PRAIRIE SPECIAL EQUITY FUND



                              By: /s/Bradford M. Markham    
                                   Bradford M. Markham,
                                   Agent for Service of Process