<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
The Greater China Fund, Inc.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- -------------------------------------------------------------------------------
(Title of Class of Securities)
39167B102
- -------------------------------------------------------------------------------
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SEC 1745 (10-88)
<PAGE> 2
CUSIP NO. 39167B102 13G PAGE 2
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CITY OF LONDON INVESTMENT GROUP PLC , a company incorporated under the
laws of England & Wales
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
GREAT BRITAIN
- --------------------------------------------------------------------------------
5. SOLE VOTING POWER
2,092,300
NUMBER OF -------------------------------------------------------------
SHARES 6. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH -------------------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON 2,092,300
WITH
-------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,092,300
- --------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.6%
- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
HC
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 3
13G PAGE 3
<TABLE>
<S> <C> <C>
Item 1: (a) Name of Issuer: The Greater China Fund, Inc.
(b) Address of Issuer's Principal Executive Offices:
1285 Avenue of the Americas
New York, NY 10019
Item 2: (a) Names of Person Filing:
City of London Investment Group PLC
(b) Address of Principal Business Office or, if none, Residence:
10 Eastcheap
London EC3M IAJ
England
(c) Citizenship: Great Britain
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 39167B102
Item 3: IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
13d-2(b), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or Dealer registered under Section 15 of
the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of
the Act
(d) [ ] Investment Company registered under section 8 of
the Investment Company Act
(e) [ ] Investment Advisor registered under section 203
of the Investment Advisers Act
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see
sec.240.13d-1(b)(ii)(F) (Note: See Item 7)
(g) [X] Parent Holding Company, in accordance with
sec.240.13d-1(b)(ii)(G). (Note: See Item 7)
(h) [ ] Group, in accordance with Sec. 240.13d-1(b)(ii)(H).
Item 4: OWNERSHIP:
(a) Amount Beneficially Owned:
as of 31st December, 1997 2,092,300
(b) Percent of Class: 16.6%
(c) Number of shares as to which such person has:
(i) SOLE POWER TO VOTE OR DIRECT THE VOTE: 2,092,300
(ii) SHARED POWER TO VOTE OR DIRECT THE VOTE: 0
(iii) SOLE POWER TO DISPOSE OR
DIRECT THE DISPOSITION OF: 2,092,300
(iv) SHARED POWER TO DISPOSE OR
DIRECT THE DISPOSITION OF: 0
Item 5: OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: Not Applicable
Item 6: OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON: Not Applicable
<FN>
- ---------------
* This Schedule 13G is filed pursuant to Rule 13d-1(f) on behalf of ___________.
</FN>
</TABLE>
<PAGE> 4
13G PAGE 4
<TABLE>
<S> <C>
Item 7: IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
City of London Investment Management Limited (IA)
City of London Unit Trust Managers Limited (IA)
Item 8: IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable
Item 9: NOTICE OF DISSOLUTION OF GROUP: Not Applicable
Item 10: CERTIFICATION:
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes or effect.
</TABLE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: 5th February, 1998
By: /s/ D. F. Allison
----------------------------------
D. F. Allison, Company Secretary
