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[DEBEVOISE & PLIMPTON LETTERHEAD]
January 29, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Mr. Kevin Rupert
Division of Investment Management
Mail Stop 10-5
Schroder Asian Growth Fund, Inc.:
Application to Withdraw Registration Statement on Form N-2
Ladies and Gentlemen:
On behalf of Schroder Asian Growth Fund, Inc. (the "Fund"), a
closed-end management investment company (File No. 811-8150), pursuant to Rule
477(a) under the Securities Act of 1933, as amended, we hereby make application
to withdraw the Registration Statement on Form N-2 which was filed on February
22, 1996 with respect to a proposed rights offering by the Fund. The Fund
desires to withdraw the Registration Statement in light of the fact that, since
the date of filing, market conditions have not been attractive for a rights
offering of the type proposed.
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Securities and Exchange 2 January 29, 1997
Commission
Should you have any questions about this application, please
telephone the undersigned at (202) 383-8058.
Very truly yours,
/s/ MARCIA L. MACHARG
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Marcia L. MacHarg
cc: Alexandra Poe, Esq.
Schroder Capital Management International Inc.
