LEHMAN BROTHERS LATIN AMERICA GROWTH FUND INC
8-A12B, 1994-08-01
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549


                                                   


                                    FORM 8-A


                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                 LEHMAN BROTHERS LATIN AMERICA GROWTH FUND, INC.          
             (Exact name of registrant as specified in its charter)



               Maryland                              Pending       
(State of incorporation or organization)  (I.R.S. Employer Identification No.)


          3 World Financial Center
          New York, New York                           10285        
(Address of principal executive offices)              (Zip Code)


Securities to be registered pursuant to Section 12(b) of the Act:


     Title of each class            Name of each exchange on which
     to be so registered            each class is to be registered

     Common Stock
     (par value $.001
     per share)                     New York Stock Exchange, Inc.


Securities to be registered pursuant to Section 12(g) of the Act:


     None.
<PAGE>
          Item 1.   Description of Registrant's Securities to be Registered


          Information concerning the Common Stock is contained in the

preliminary prospectus included in the registrant's Registration Statement on

Form N-2 (Registration Nos. 33-54525 and 811-7197) filed by the registrant

pursuant to the Securities Act of 1933, as amended, on July 11, 1994 under the

caption "Common Stock."  That description is incorporated herein by reference.

          Item 2.   Exhibits<F1>

          The following exhibits are to be filed with the New York Stock

Exchange, Inc. only:

          (3)       Registration Statement on Form N-2.
          (6)(a)    Articles of Incorporation of registrant.
          (6)(b)    By-laws of registrant.
          (7)       Specimen certificate for registrant's Common Stock, par
                    value $.001 per share.







____________________
[FN]
<F1> Pursuant to the Instructions as to Exhibits to Form 8-A, these Exhibits
     will be filed with the New York Stock Exchange but not with the Securities
     and Exchange Commission.

<PAGE>
                                    SIGNATURE

          Pursuant to the requirements of Section 12 of the Securities Exchange

Act of 1934, the registrant has duly caused this registration statement to be

signed on its behalf by the undersigned, thereto duly authorized.


                               LEHMAN BROTHERS LATIN AMERICA GROWTH FUND, INC.  
                                              (Registrant)



                               By:  /s/ Clinton Kendrick                      
                                    Name:   Clinton Kendrick
                                    Title:  Chairman of the Board 
                                            and President

Date:  July 15, 1994



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