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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the
Securities Exchange Act of 1934)
(Amendment No. 1)
THE SOUTHERN AFRICA FUND, INC.
(Name of Issuer)
THE SOUTHERN AFRICA FUND, INC.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
842157 1 09
(CUSIP Number of Class of Securities)
Edmund P. Bergan, Jr.
Alliance Capital Management L.P.
1345 Avenue of the Americas
New York, New York 10105
(212) 969-1000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of the
Person(s) Filing Statement)
__________________
With a copy to:
Bruce D. Senzel
Seward & Kissel
One Battery Park Plaza
New York, New York 10004
May 19, 1999
(Date Tender Offer First Published, Sent
or Given to Security Holders)
June 30, 1999
(Date of Amendment)
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This Amendment No. 1 to the Issuer Tender Offer
Statement on Schedule 13E-4 filed with the Securities and
Exchange Commission on May 19, 1999 by The Southern Africa Fund,
Inc. (the "Fund") relating to an offer to purchase for cash (the
"Offer") 1,201,420 of the Fund's issued and outstanding shares of
common stock, par value $.01 per share (the "Shares"), amends
such Statement on Schedule 13E-4 to add the following information
in accordance with Rule 13e-4(c)(3) of the Securities and
Exchange Act of 1934 and General Instruction D of Schedule 13E-4:
The Offer expired at 12:00 Midnight Eastern Time on
June 16, 1999. Pursuant to the Offer 3,790,501
Shares were properly tendered and not withdrawn and
1,201,420 of the tendered Shares were accepted by
the Fund on June 24, 1999 for purchase at the price
of $14.30 per Share, the net asset value per Share
as determined as of the close of the regular
trading session of the New York Stock Exchange on
June 17, 1999. Payment for the Shares purchased
was made on June 25, 1999. The aggregate purchase
price paid by the Fund for the Shares purchased
pursuant to the Offer was $17,180,306.00.
Item 9. Material to Be Filed as Exhibits.
The following material is hereby filed as additional or
amended exhibits to the Fund's Statement on Schedule 13E-4:
(a)(4) Text of Press Release dated June 17, 1999.
(a)(5) Text of Press Release dated June 24, 1999.
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SIGNATURE
After due 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.
THE SOUTHERN AFRICA FUND, INC.
/s/ Edmund P. Bergan, Jr.
______________________________
Name: Edmund P. Bergan, Jr.
Title: Secretary
Dated: June 30, 1999
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EXHIBIT INDEX
Exhibit Pages in Sequentially
Number Exhibit Numbered Original
(a)(1)(i)* Advertisement printed in The
Wall Street Journal on
May 19, 1999................
(a)(1)(ii)* Offer of Purchase...........
(a)(2)(i)* Form of Letter of
Transmittal.................
(a)(1)(ii)(A)* Consent of Ernst & Young LLP
(a)(2)(ii)* Form W-8....................
(a)(2)(iii)* Form of Notice of Guaranteed
Delivery....................
(a)(3)(i)* Form of Letter to Brokers,
Dealers, Commercial Banks,
Trust Companies and Other
Nominees....................
(a)(3)(ii)* Form of Letter to Clients of
Brokers, Dealers, Commercial
Banks, Trust Companies and
Other Nominees..............
(a)(3)(iii)* Questions and Answers, to be
Used Only by Brokers,
Dealers, Commercial Banks,
Trust Companies and Other
Nominees and by the
Depositary..................
(a)(3)(iv)* Form of Letter to
Stockholders Who Have
Requested Information.......
(a)(4)** Text of Press Release dated
June 17, 1999...............
____________________
* Previously filed.
** Filed herewith.
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(a)(5)** Text of Press Release dated
June 24, 1999...............
(c)(1)* Depositary Agreement between
The Southern Africa Fund,
Inc. and BankBoston, N.A.
dated as of May 19, 1999....
(c)(2)* Investment Management
Agreement between The
Southern Africa Fund, Inc.
and Alliance Capital
Management L.P. dated
February 25, 1994 (as
amended as of April 30,
1998).......................
(c)(3)* Sub-Advisory Agreement
between The Southern Africa
Fund, Inc., Alliance Capital
Management L.P. and Sanlam
Asset Management (Gibraltar)
Limited (now Gensec Asset
Management (Pty) Ltd.) dated
February 25, 1994, as
amended as of April 30, 1998
(c)(4)* Shareholder Inquiry Agency
Agreement between The
Southern Africa Fund, Inc.
and Alliance Fund Services,
Inc. dated March 27, 1996...
(c)(5)* Administration Agreement
between The Southern Africa
Fund, Inc. and Middlesex
Administrators L.P. (now
Princeton Administrators,
L.P.,) dated February 25,
1994........................
____________________
* Previously filed.
** Filed herewith.
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00250160.BA9
<PAGE> EXHIBIT (a)(4)
FOR IMMEDIATE RELEASE
Shareholder Contact:
1-800-219-4218
Media Contact Only:
Duff Ferguson
212-969-1056
THE SOUTHERN AFRICA FUND, INC.
ANNOUNCES EXPIRATION OF TENDER OFFER
AND PRELIMINARY RESULTS
NEW YORK, NY June 17, 1999 - The Southern Africa Fund, Inc.
(NYSE:SOA) (the "Fund") announced today that its tender offer for
1,201,420 of its issued and outstanding shares of common stock
representing 20% of the Fund's outstanding shares expired
yesterday at 12:00 Midnight Eastern Time. Shares tendered may be
withdrawn at any time prior to 5:00 P.M. Eastern Time on June 18,
1999.
Based upon current information, approximately 3,842,051 shares
were tendered, of which approximately 112,950 shares were
tendered pursuant to notices of guaranteed delivery. Based on
this preliminary information, the proration for each tendering
stockholder is estimated to be 31% of the shares properly
tendered. These numbers are subject to adjustment and should not
be regarded as final. The actual number of shares to be
purchased and the final proration percentage will be announced at
a later date. Management of the Fund anticipates acceptance and
payment on June 24, 1999 of 1,201,420 shares properly tendered.
The purchase rice of properly tendered shares is the net asset
value per share determined as of the close of the regular trading
session of the New York Stock Exchange today.
The Fund is a non-diversified, closed-end U.S. registered
management investment company managed by Alliance Capital
Management L.P. As of June 16, 1999, the Fund's total net assets
were approximately $85.9 million.
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00250160.BB0
<PAGE> EXHIBIT (a)(5)
FOR IMMEDIATE RELEASE
Shareholder Contact:
1-800-219-4218
Media Contact Only:
Duff Ferguson
212-969-1056
THE SOUTHERN AFRICA FUND, INC.
ANNOUNCES RESULTS OF TENDER OFFER
NEW YORK, NY June 24, 1999 - The Southern Africa Fund, Inc.
(NYSE:SOA) (the "Fund") announced today that in accordance with
its tender offer for up to 1,201,420 of its shares of common
stock which expired on June 16, 1999, the Fund has accepted that
number of shares for payment tomorrow at $14.30 per share. These
shares represent 20% of the Fund's outstanding shares. A total
of 3,790,501 shares were properly tendered and not withdrawn by
June 18, 1999, the final date for withdrawals. Therefore, on a
pro rated basis, 31.695551% of the shares so tendered by each
tendering stockholder have been accepted for payment.
The purpose of the tender offer was to fulfill an undertaking
made in connection with the initial public offering of the Fund's
shares.
The Fund is a non-diversified, closed-end U.S. registered
management investment company managed by Alliance Capital
Management L.P. As of June 17, 1999, the Fund's total net assets
were approximately $85.9 million.
# #
00250160.BB2
