PERU FUND INC
8-A12B, 1995-06-15
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<PAGE>1

                      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


                              The Peru Fund, Inc.
            (Exact Name of Registrant as specified in its charter)


         Maryland                        To be provided by amendment
  (State of incorporation             (I.R.S. Employer Identification No.)
    or organization)


c/o Scudder, Stevens & Clark, Inc.
345 Park Avenue
New York, NY                                          10154
(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
     $.01 per share                 New York Stock Exchange, Inc.


     If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box.                                                   [ ]

     If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant to
General Instruction A.(c)(2), please check the following box.              [ ]


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

                                     None

















<PAGE>2

     Item 1.  Description of Registrant's Securities to be Registered.

          Registrant's Preliminary U.S. Prospectus relating to the proposed
offering of its Common Stock, dated May 26, 1995 (the "U.S. Prospectus"), and
Registrant's Preliminary International Prospectus relating to the proposed
offering of its Common Stock, dated May 26, 1995 (the "International
Prospectus"), both forming a part of Registrant's Registration Statement on
Form N-2 under the Securities Act of 1933, as amended (Securities Act File No.
33-59653), and the Investment Company Act of 1940, as amended (Investment
Company Act File No. 811-7297) (the "Registration Statement"), are
incorporated herein by reference.  The International Prospectus is identical
to the U.S. Prospectus with the exception of the outside and inside front
cover page and the outside back cover page.  Reference is made specifically to
the sections in both the U.S. Prospectus and the International Prospectus
captioned "Dividends and Distributions; Dividend Reinvestment and Cash
Purchase Plan" and "Common Stock."

     Item 2.  Exhibits.

          (a)  No exhibits are being filed with the Commission.

          (b)  The following exhibits are to be filed with the New York Stock
               Exchange, Inc. (the "Exchange") only:

               (1)       Registrant's Registration Statement on Form N-2.*
               (4)(a)    Articles of Incorporation of Registrant.*
               (4)(b)    By-Laws of Registrant.*
               (5)       Specimen certificate for Registrant's Common Stock,
                         par value $.01 per share.**


__________________
 *Previously filed with the Exchange.
**To be filed with the Exchange by amendment to this Form 8-A.
































<PAGE>3

                                   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.

                              THE PERU FUND, INC.


                              By: /s/ Kathryn L. Quirk
                                 Name:  Kathryn L. Quirk
                                 Title:  President
                                 (Principal Executive Officer)

Dated:  June 15, 1995




















































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