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

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

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                FIRST PRAIRIE EQUITY/INCOME 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 Equity/Income Fund
          Registration Statement on Form N-1A
          (Registration No. 33-46401)         

Gentlemen:

     Pursuant to Rule 477 of the General Rules and Regulations
under the Securities Act of 1933, as amended, First Prairie
Equity/Income 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 EQUITY/INCOME FUND



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