[DESCRIPTION] DE-REGISTRATION OF SHARES OF REGISTRANT'S COMMON STOCK
Securities Act of 1933 File No. 33-73384
Securities And Exchange Commission
Washington, D.C. 20549
Form N-2
[X] Registration Statement Under The Securities Act Of 1933
[ ] Pre-Effective Amendment No.
[X] Post-Effective Amendment No. 4
Dimensional Emerging Markets Fund Inc.
(Exact Name of Registrant as Specified in Charter)
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
(Address of Principal Executive Office)
(310) 395-8005
(Registrant's Telephone Number, including Area Code)
Irene R. Diamant
Dimensional Fund Advisors Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
(Name and Address of Agent for Service)
It is proposed that this filing will become effective
[X] when declared effective pursuant to Section 8(c).
This Post-Effective Amendment to the Registration Statement under
the Securities Act of 1933 is being filed for the sole purpose of
deregistering 10,539,719 shares of the Registrant's common stock,
par value $.01 per share.
The purpose of this Post-Effective Amendment is to remove from
registration 10,539,719 shares of the Registrant's common stock,
par value $.01 per share, which remain unsold at the termination of
the offering of such registered shares.
Signatures
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment to its
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Santa
Monica, and the State of California on the 24th day of November,
1997.
Dimensional Emerging Markets Fund Inc.
By: David G. Booth*
David G. Booth
President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to the Registration Statement has been
signed by the following persons in the capacities and on the dates
indicated.
Signature Title Date
David G. Booth* Director, President and November 24, 1997
David G. Booth Chairman-Chief Executive
Officer
Rex A. Sinquefield* Director, Chairman-Chief November 24, 1997
Rex A. Sinquefield Investment Officer
George M. Constantinides* Director November 24, 1997
George M. Constantinides
John P. Gould* Director November 24, 1997
John P. Gould
Roger G. Ibbotson* Director November 24, 1997
Roger G. Ibbotson
Merton M. Miller* Director November 24, 1997
Merton M. Miller
Myron S. Scholes* Director November 24, 1997
Myron S. Scholes
Michael T. Scardina* Vice President, November 24, 1997
Michael T. Scardina Chief Financial
Officer and Controller
*By: Irene R. Diamant
Irene R. Diamant
Attorney-in-Fact (Pursuant to a Power-of-Attorney filed
with this Post-Effective Amendment.)
DIMENSIONAL EMERGING MARKETS FUND INC.
POWER OF ATTORNEY
The undersigned officers and directors of DIMENSIONAL EMERGING
MARKETS FUND INC. (the "Fund") hereby appoint DAVID G. BOOTH, REX
A. SINQUEFIELD, MICHAEL T. SCARDINA, IRENE R. DIAMANT, CATHERINE L.
NEWELL and STEPHEN W. KLINE, ESQUIRE (with full power to any one of
them to act) as attorney-in-fact and agent, in all capacities, to
execute, and to file any of the documents referred to below
relating to the Fund's Registration Statement, including any and
all amendments thereto, covering the registration of the Fund as an
investment company, including all exhibits and any and all
documents required to be filed with respect thereto with any
regulatory authority, including applications for exemptive order
rulings. Each of the undersigned grants to each of said attorneys
full authority to do every act necessary to be done in order to
effectuate the same as fully, to all intents and purposes, as he
could do if personally present, thereby ratifying all that said
attorneys-in-fact and agents may lawfully do or cause to be done by
virtue hereof.
The undersigned officers and directors hereby execute this
Power of Attorney as of this 18th day of July, 1997.
David G. Booth Rex A. Sinquefield
David G. Booth, Rex A. Sinquefield, Chairman-
Chairman-Chief Executive Chief Investment Officer and
Officer, President and Director
Director
George M. Constantinides John P. Gould
George M. Constantinides, John P. Gould, Director
Director
Roger G. Ibbotson Merton H. Miller
Roger G. Ibbotson, Director Merton H. Miller, Director
Myron S. Scholes Michael T. Scardina
Myron S. Scholes, Director Michael T. Scardina, Chief
Financial Officer, Treasurer
and Vice President
CERTIFICATE OF SECRETARY
I, Irene R. Diamant, certify that I am the Secretary of
Dimensional Emerging Markets Fund Inc. ("DEM").
As Secretary of DEM, I further certify that the following
resolution was adopted by a majority of Directors of DEM.
RESOLVED, that the Powers of Attorney
presented to this meeting in respect of
DFAITC, DFAIDG, DIG and DEM are hereby
approved.
I declare under penalty of perjury that the matters set forth
in this certificate are true and correct of my own knowledge.
Irene R. Diamant
Irene R. Diamant
Secretary
Dated: October 29, 1997
