EX-99.77Q1 OTHR EXHB

Sub-item 77Q3 - Item 14: Additional Affiliated Broker/Dealers


Execution Ltd.

IBOXX Ltd.

K & N Kenanga Bhd

K&N Kenanga Holdings Bhd

Kenanga Deutsche Futures

Kenanga Deutsche Futures Sdn Bhd

MaxBlue Investimentos Distribuidora de Titulos e Valores Mobiliarios S. A.

Morgan Grenfell & Co Limited

Morgan Grenfell Private Equity Limited

Morgan Grenfell Securities

MTS Japan Securities Co. Ltd.

National Discount Brokers Group, Inc.

Nissay Deutsche Asset Management Europe Limited (33%)

OTC Deriv Limited

Pro Capital Spolka Akcyjna

PT Bina Tatalaksana Pasifik

PT BT Prima Securities Indonesia

PT Deutsche Securities Indonesia

Regis Partners Inc.

Scudder Kemper Investors

SOCX LLC

Tasfiye Halinde Bankers Trust Menkul Degerler A.S.

TheMarkets.com

Tokai Deutsche Asset Management Limited (40%)

Yieldbroker Pty Ltd.

*AsiaBondPortal

*BondsinAsia

*BT Opera Trading S.A. (dormant)

*DB Securities S. A.

*DBS Finance S. A.

*LoanX

*Mortgage Ramp

*Swapsclear

*Swapswire Limited

*Volbroker.com Limited

*Yensai

Banca Carime S.p.A.

Bank Inicjatyw Spoleczno-Ekonomicznych SA

Dr. Jung & Partner GmbH

EDORA Funding GmbH

EuroPace IPD Ltd.

eXtrahyp.de Aktiengesellschaft

Millennium Clearing Company, L.L.C.

Minex Corporation

Osaka Stock Exchange Co., Ltd.

Scudder Weisel Capital, L.L.C.

SLB Funding GmbH

TISCO Securities Hong Kong Limited

WERDA Betelligungsgesellschaft mbG


n:sharedat\sec_reg\nsar\022803\exh14.doc

EX-99.77C VOTES

SCUDDER NEW ASIA FUND, INC.

The Proxy  Statements on Schedule 14A for Scudder New Asia Fund, Inc.
(File No. 811-04789) are incorporated by reference to the Definitive
Proxy Statements for such fund filed with the Securities and Exchange
Commission on September 4, 2003.

EX-99.77P EXMPT INFO

SCUDDER NEW ASIA FUND, INC.





A Maryland Corporation









RESTATED
BY-LAWS



restated as of February 25, 2004




	TABLE OF CONTENTS

	Page

ARTICLE I--NAME OF CORPORATION, LOCATION OF OFFICES AND SEAL	1
Section 1.1.   Principal Offices	1
Section 1.2.   Seal	1

ARTICLE II--STOCKHOLDERS	2
Section 2.1.   Annual Meetings	2
Section 2.2.   Special Meetings	2
Section 2.3.   Notice of Meetings	2
Section 2.4.   Quorum	3
Section 2.5.   Voting	3
Section 2.6.   Stockholders Entitled to Vote	3
Section 2.7.   Proxies	4
Section 2.8.   Voting and Inspectors	4
Section 2.9.   Action Without Meeting	4
Section 2.10.  New Business	5
Section 2.11.  Director Nominations	6

ARTICLE III--BOARD OF DIRECTORS	8
Section 3.1.   Powers	8
Section 3.2.   Power to Issue and Sell Stock	8
Section 3.3.   Power to Declare Dividends	8
Section 3.4.   Number and Term	9
Section 3.5.   Election	10
Section 3.6.   Vacancies and Newly Created Directorships	10
Section 3.7.   Removal	10
Section 3.8.   Annual and Regular Meetings	11
Section 3.9.   Special Meetings	11
Section 3.10.  Waiver of Notice	11
Section 3.11.  Quorum and Voting	12
Section 3.12.  Action Without a Meeting	12
Section 3.13.  Compensation of Directors	12

ARTICLE IIIA--HONORARY DIRECTORS	12
Section 3A.1.  Number; Qualification; Term	12
Section 3A.2.  Duties; Remuneration	13





	ii

	TABLE OF CONTENTS (continued)

	Page

ARTICLE IV--COMMITTEES	14
Section 4.1.   Organization	14
Section 4.2.   Executive Committee	14
Section 4.3.   Other Committees	15
Section 4.4.   Proceedings and Quorum	15

ARTICLE V--OFFICERS	15
Section 5.1.   General	15
Section 5.2.   Election, Tenure and Qualifications	15
Section 5.3.   Removal and Resignation	16
Section 5.4.   Chairman of the Board	16
Section 5.5.   Vice Chairman of the Board	16
Section 5.6.   President	16
Section 5.7.   Vice President	17
Section 5.8.   Treasurer and Assistant Treasurers	17
Section 5.9.   Secretary and Assistant Secretaries	18
Section 5.10.  Subordinate Officers	18
Section 5.11.  Remuneration	18
Section 5.12.  Surety Bonds	19

ARTICLE VI--NET ASSET VALUE	19
Section 6.1.   Valuation of Assets	19

ARTICLE VII--CAPITAL STOCK	19
Section 7.1.   Certificates of Stock	19
Section 7.2.   Transfer of Shares	19
Section 7.3.   Stock Ledgers	20
Section 7.4.   Transfer Agents and Registrars	20
Section 7.5.   Fixing of Record Date	20
Section 7.6.   Lost, Stolen or Destroyed Certificates	21

ARTICLE VIII--FISCAL YEAR AND ACCOUNTANT	21
Section 8.1.   Fiscal Year	21
Section 8.2.   Accountant	21

ARTICLE IX--CUSTODY OF SECURITIES	22
Section 9.1.   Employment of a Custodian	22
Section 9.2.   Termination of Custodian Agreement	22


iii

	TABLE OF CONTENTS (continued)

	Page

ARTICLE X--INDEMNIFICATION AND INSURANCE	23
Section 10.1.  Indemnification of Officers, Directors, Employees and
Agents	23
Section 10.2.  Insurance of Officers, Directors, Employees and Agents.
	24

ARTICLE XI--AMENDMENTS	24
Section 11.1.  General	24

ARTICLE XII--SPECIAL PROVISIONS	25
Section 12.1.  Actions Relating to Discount in Price of the
	             Corporation's Shares	25






























	iv

	RESTATED

BY-LAWS

	OF

	SCUDDER NEW ASIA FUND, INC.
	(A Maryland Corporation)


	ARTICLE I
	NAME OF CORPORATION, LOCATION OF
	OFFICES AND SEAL
	Section 1.1.	Principal Offices.  The principal office of the
Corporation in the State of Maryland shall be located in Baltimore,
Maryland.  The Corporation may, in addition, establish and maintain
such other offices and places of business as the Board of Directors
may, from time to time, determine.  [MGCL subsection 2-108*]
	Section 1.2.	Seal.  The corporate seal of the Corporation
shall be circular in form and shall bear the name of the Corporation,
the year of its incorporation, and the word "Maryland."  The form of
the seal shall be subject to alteration by the Board of Directors and
the seal may be used by causing it or a facsimile to be impressed or
affixed or printed or otherwise reproduced.  Any officer or Director of
the Corporation shall have authority to affix the corporate seal of the
Corporation to any document requiring the same.  If the Corporation is
required to place its corporate seal to a document, it shall be
sufficient to place the word "(seal)" adjacent to the signature of the
authorized officer of the corporation signing the document.  [MGCL
subsection 1-
304]

	ARTICLE II
	STOCKHOLDERS
	Section 2.1.	Annual Meetings.  An annual meeting of
stockholders for the election of Directors and the transaction of such
other business as may properly come before the meeting shall be held in
October.  The meeting will be held at such place as the Board of
Directors shall select.
	Section 2.2.	Special Meetings.  Special meetings of
stockholders may be called at any time by the President, by a majority
of the Board of Directors or by the Chairman of the Board, if any, and
shall be held at such time and place as may be stated in the notice of
the meeting.
	Special meetings of the stockholders shall also be called by the
Secretary upon the written request of the holders of shares entitled to
not less than 50% of all the votes entitled to be cast at such meeting,
provided that (1) such request shall state the purposes of such meeting
and the matters proposed to be acted on, and (2) the stockholders
requesting such meeting shall have paid to the Corporation the
reasonably estimated cost of preparing and mailing the notice thereof,
which the Secretary shall determine and specify to such stockholders.
No special meeting shall be called upon the request of stockholders to
consider any matter which is substantially the same as a matter voted
upon at any special meeting of the stockholders held during the
preceding 12 months, unless requested by the holders of a majority of
all shares entitled to be voted at such meeting.  [MGCL subsection 2-
502]
	Section 2.3.	Notice of Meetings.  The Secretary shall cause
notice of the place, date and hour, and, in the case of a special
meeting or if otherwise required by law, the purpose or purposes for
which the meeting is called, to be mailed, not less than 10 nor more
than 90 days before the date of the meeting, to each stockholder
entitled to vote at such meeting at his address as it appears on the
records of the Corporation at the time of such mailing.  Notice of any
stockholders' meeting need not be given to any stockholder who shall
sign a written waiver of such notice whether before or after the time
of such meeting, which waiver shall be filed with the record of such
meeting, or to any stockholder who is present at such meeting in person
or by proxy.  [MGCL subsection 2-504]
	Section 2.4.	Quorum.  The presence at any stockholders'
meeting, in person or by proxy, of stockholders entitled to cast a
majority of the votes entitled to be cast thereat shall be necessary
and sufficient to constitute a quorum for the transaction of business.
In the absence of a quorum, the holders of a majority of shares
entitled to vote at the meeting and present in person or by proxy, or,
if no stockholder entitled to vote is present in person or by proxy,
any officer present entitled to preside or act as Secretary of such
meeting, may adjourn the meeting sine die or from time to time without
further notice to a date not more than 120 days after the original
record date.  Any business that might have been transacted at the
meeting originally called may be transacted at any such adjourned
meeting at which a quorum is present.  [MGCL subsections 2-506, 2-511]
	Section 2.5.	Voting.  At each stockholders' meeting, each
stockholder entitled to vote shall be entitled to one vote for each
share of stock of the Corporation validly issued and outstanding and
standing in his name on the books of the Corporation on the record date
fixed in accordance with Section 7.5 of Article VII hereof.  Except as
otherwise specifically provided in the Articles of Incorporation or
these By-Laws or as required by law, as amended from time to time, all
matters shall be decided by a vote of the majority of the votes validly
cast.  The vote upon any question shall be by ballot whenever requested
by any person entitled to vote, but, unless such a request is made,
voting may be conducted in any way approved by the meeting.  [MGCL
subsection 2-
507]
	Section 2.6.	Stockholders Entitled to Vote.  If the Board of
Directors sets a record date for the determination of stockholders
entitled to notice of or to vote at any stockholders' meeting in
accordance with Section 7.5 of Article VII hereof, each stockholder of
the Corporation shall be entitled to vote, in person or by proxy, each
share of stock standing in his name on the books of the Corporation on
such record date.  If no record date has been fixed, the record date
for the determination of stockholders entitled to notice of or to vote
at a meeting of stockholders shall be determined in accordance with the
Maryland General Corporation Law.  [MGCL subsection 2-511]
	Section 2.7.	Proxies.  Any stockholder entitled to vote at
any meeting of stockholders may vote either in person or by written
proxy signed by the stockholder or his authorized agent.  A stockholder
entitled to vote at any meeting of stockholders may also authorize
another person or persons to act as a proxy for him via telephone, the
internet or any other means authorized by Maryland law.  Unless a proxy
provides otherwise, it is not valid more than eleven months after its
date.  A copy, facsimile transmission or other reproduction of a
writing or transmission may be substituted for the original writing or
transmission for any purpose for which the original writing or
transmission could be used.  Every proxy shall be dated, but need not
be sealed, witnessed or acknowledged.  Every proxy shall be revocable
at the pleasure of the person authorizing it or his personal
representatives or assigns.  All proxies shall be delivered to the
Secretary of the Corporation, or to the person acting as Secretary of
the meeting being voted.  A proxy with respect to stock held in the
name of two or more persons shlal be valid if executed by one of them
unless, at or prior to exercise of such proxy, the Corporation receives
a specific written notice to the contrary from any one of them.  A
proxy purporting to be executed by or on behalf of a stockholder shall
be valid unless challenged at or prior to its exercise.  [MGCL
subsection 2-507]
	Section 2.8.	Voting and Inspectors.  At any election of
Directors, the Chairman of the meeting may appoint two inspectors of
election who shall first subscribe an oath or affirmation to execute
faithfully the duties of inspectors at such election with strict
impartiality and according to the best of their ability, and shall
after election make a certificate of the result of the vote taken.  No
candidate for the office of Director shall be appointed as such an
inspector.
	Section 2.9.	Action Without Meeting.  Any action to be taken
by stockholders may be taken without a meeting if (a) all stockholders
entitled to vote on the matter consent to the action in writing, (b)
all stockholders entitled to notice of the meeting but not entitled to
vote at it sign a written waiver of any right to dissent and (c) said
consents and waivers are filed with the records of the meetings of
stockholders.  Such consent shall be treated for all purposes as a vote
at the meeting. [MGCL  subsection 2-505]
	Section 2.10.	New Business.  At an annual meeting of
stockholders, only such new business shall be conducted, and only such
proposals shall be acted upon, as shall have been brought before the
annual meeting (a) by or at the recommendation of a majority of the
directors then in office or (b) by any stockholder of record at the
time of giving of notice provided for in this Section who complies with
the notice procedures set forth in this Section.  For a proposal to be
properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the
Secretary of the Corporation.  To be timely, a stockholder's notice
must be delivered to, or mailed by certified mail, return receipt
requested to and received at, the principal executive offices of the
Corporation not less than ninety (90) days nor more than one hundred
and twenty (120) days prior to the date of the meeting, as established
pursuant to Section 2.1, regardless of any postponement, deferral, or
adjournment of that meeting to a later date (provided, however, that if
less than one hundred (100) days' notice or prior public disclosure of
the date of the scheduled meeting is given or made, notice by the
stockholder to be timely must be so delivered or received not later
than the close of business on the tenth (10th) day following the
earlier of the day on which such notice of the date of the scheduled
meeting was given or the day on which such public disclosure was made).
Such stockholder's notice shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (a) a brief
description of the proposal desired to be brought before the annual
meeting; (b) the name and address, as they appear on the Corporation's
books, of the stockholder proposing such business; (c) the class and
number of shares of the Corporation's stock which are beneficially
owned (as defined in Rule 13d-3 under the Securities Exchange Act of
1934, as amended (the "1934 Act")) by the stockholder; and (d) any
material interest of the stockholder in such proposal.
	The presiding officer of the annual meeting shall determine and
declare at the annual meeting whether the stockholder proposal was made
in accordance with the terms of this Section.  If the presiding officer
determines that a stockholder proposal was made in accordance with the
terms of this Section, he shall so declare at the annual meeting and
ballots shall be provided for use at the meeting with respect to any
such proposal.  If the presiding officer determines that a stockholder
proposal was not made in accordance with the terms of this Section, he
shall so declare at the annual meeting and any such proposal shall not
be acted upon at the annual meeting.
	Notwithstanding the foregoing provisions of this Section, a
stockholder shall also comply with all applicable requirements of the
1934 Act and the rules and regulations thereunder with respect to the
matters set forth in this Section.  This Section shall not prevent the
consideration and approval or disapproval at the annual meeting of
reports of officers, directors and committees of the Board of
Directors, but, in connection with such reports, no new business shall
be acted upon at such annual meeting unless stated, filed and received
as herein provided.
	Section 2.11.	Director Nominations.  Nominations of
candidates for election as directors at any meeting of stockholders may
be made (a) by or at the recommendation of a majority of the directors
then in office or (b) by any stockholder of the Corporation who is a
stockholder of record at the time of giving of notice provided for in
this Section, who shall be entitled to vote for the election of
directors at the meeting, and who complies with the notice procedures
set forth in this Section.  Only persons nominated in accordance with
the procedures set forth in this Section shall be eligible for election
as directors by the stockholders.
	Nominations, other than those made by or at the recommendation of
the Board of Directors, shall be made pursuant to timely notice in
writing to the Secretary of the Corporation as set forth in this
Section.  To be timely, a stockholder's notice shall be delivered to,
or mailedby certified mail, return receipt requested to and received
at, the principal executive offices of the Corporation, not less than
ninety (90) days nor more than one hundred twenty (120) days prior to
the date of the meeting, as established pursuant to Section 2.1 or
Section 2.2 of Article II hereof (depending on whether the meeting is
an annual meeting or special meeting), regardless of any postponement,
deferral, or adjournment of that meeting to a later date (provided,
however, that if less than one hundred (100) days' notice or prior
public disclosure of the date of the scheduled meeting is given or
made, notice by the stockholder to be timely must be so delivered or
received not later than the close of business on the tenth (10th) day
following the earlier of the day on which such notice of the date of
the scheduled meeting was given or the day on which such public
disclosure was made).  Such stockholder's notice shall set forth (a) as
to each person whom the stockholder proposes to nominate for election
or re-election as a director (i) the name, age, business address and
residence address of such person, (ii) the principal occupation or
employment of such person, (iii) the class and number of shares of the
Corporation's stock which are beneficially owned (as defined in Rule
13d-3 under the 1934 Act) by such person on the date of such
stockholder's notice, (iv) such person's written consent to being
nominated and, if elected, to serving as a director, and (v) any other
information relating to such person that is required to be disclosed in
solicitations of proxies with respect to nominees for election as
directors, or is otherwise required, in such case pursuant to
Regulation 14A under the 1934 Act and (b) as to the stockholder giving
the notice (i) the name and address, as they appear on the
Corporation's books, of such stockholder and (ii) the class and number
of shares of the Corporation's stock which are beneficially owned (as
defined in Rule 13d-3 under the 1934 Act) by such stockholder.  At the
request of the Board of Directors, any person nominated by or at the
recommendation of the Board of Directors for election as a director
shall promptly furnish to the Secretary of the Corporation the
information required to be set forth in a stockholder's notice of
nomination which pertains to the nominee.
	The presiding officer of the meeting shall determine and declare
at the meeting whether the nomination was made in accordance with the
terms of this Section.  If the presiding officer determines that the
nomination was made in accordance with the terms of this Section, he
shall so declare at the meeting.  If the presiding officer determines
that a nomination was not made in accordance with the terms of this
Section, he shall so declare at the meeting and the defective
nomination shall be disregarded.
	Ballots bearing the names of all the persons who have been
nominated for election as directors at a meeting in accordance with the
procedures set forth in this Section shall be provided for use at the
meeting.
	Notwithstanding the foregoing provisions of this Section, a
stockholder shall also comply with all applicable requirements of the
1934 Act and the rules and regulations thereunder with respect to the
matters set forth in this Section.

	ARTICLE III
	BOARD OF DIRECTORS
	Section 3.1.	Powers.  The property, affairs, and business of
the Corporation shall be managed by the Board of Directors, which may
exercise all the powers of the Corporation except those powers vested
solely in the stockholders of the Corporation by statute, by the
Articles of Incorporation, or by these By-Laws. [MGCL subsection 2-401]
	Section 3.2.	Power to Issue and Sell Stock.  The Board of
Directors may from time to time authorize by resolution the issuance
and sale of any of the Corporation's authorized shares to such persons
as the Board of Directors shall deem advisable and such resolution
shall fix the consideration or minimum consideration for which such
shares are to be issued, or a formula or method pursuant to which such
consideration is to be fixed and determined, and shall include a fair
description of any consideration other than money and a statement of
the actual value of such consideration as then determined by the Board
of Directors or a statement that such consideration is or will be not
less than a stated sum. [MGCL subsectionsubsection 2-201, 2-203]
	Section 3.3.	Power to Declare Dividends.
	(a)	The Board of Directors, from time to time as they may deem
advisable to the extent permitted by applicable law, may declare and
pay dividends in cash or other property of the Corporation, out of any
source available for dividends, to the stockholders according to their
respective rights and interests. [MGCL subsection 2-309]
	(b)	The Board of Directors shall cause to be accompanied by a
written statement any dividend payment wholly or partly from any source
other than
		(i)	the Corporation's accumulated undistributed net
income (determined in accordance with good accounting practice and the
rules and regulations of the Securities and Exchange Commission then in
effect) and not including profits or losses realized upon the sale of
securities or other properties; or
		(ii)	the Corporation's net income so determined for the
current or preceding fiscal year. [MGCL subsection 2-309; ICA
subsection 19(a)]
	Such statement shall adequately disclose the source or sources of
such payment and the basis of calculation, and shall be in such form as
the Securities and Exchange Commission may prescribe.
	(c)	Notwithstanding the above provisions of this Section 3.3,
the Board of Directors may at any time declare and distribute pro rata
among the stockholders a stock dividend out of the Corporation's
authorized but unissued shares of stock to the extent permitted by
applicable law, including any shares previously purchased by the
Corporation, provided that such dividend shall not be distributed in
shares of any class with respect to any shares of a different class.
[MGCL subsection 2-309(e)]
	Section 3.4.	Number and Term.  The Board of Directors shall
consist of not fewer than three, nor more than eleven Directors, as
specified by resolution of the majority of the entire Board of
Directors, provided that at least 40% of the entire Board of Directors
shall be persons who are not interested persons of the Corporation as
defined in the Investment Company Act of 1940.  Beginning with the
first annual meeting of the stockholders held after the initial public
offering of the shares of the Fund, the Directors shall be divided into
three classes, and shall be designated as Class I, Class II, and Class
III Directors, respectively.  The Class I Directors elected at such
initial annual meeting shall serve for a term of office that expires at
the annual stockholders meeting in 1989.  The Class II Directors
elected at such initial annual meeting shall serve for a term of office
that expires at the annual stockholders meeting in 1990.  The Class III
Directors elected at such initial annual meeting shall serve for a term
of office that expires at the annual stockholders meeting in 1991.
After expiration of the terms of office specified for the Directors
elected at such initial annual meeting, the Directors of each class
shall serve for terms of three (3) years, or, when filling a vacancy,
for the remainder of the full term of the class of directors in which
the vacancy occurred and until their successors are elected and have
qualified pursuant to MGCL Section 3-804(c), as amended.
	Section 3.5.	Election.  At the first annual meeting of
stockholders and at each annual meeting thereafter, the Directors to be
elected at that meeting shall be elected by vote of the holders of a
majority of the shares present in person or by proxy and entitled to
vote thereon.
	Section 3.6.	Vacancies and Newly Created Directorships.
Vacancied on the Board of Directors shall be subject to and shall be
filled in accordance with MGCL Section 3-804(c).  Accordingly, if any
vacancies shall occur in the Board of Directors by reason of death,
resignation, or removal, or if the authorized number of Directors shall
be increased, the Directors then in office shall continue to act, and
such vacancies may be filled only the the affirmative vote of a
majority of directors then in office, even if less than a quorum, and
any director elected to fill a vacancy shall hold office for the
remainder of the full term of the class of directors in which the
vacancy occurred and until a success is elected and qualifies;
provided, however, that immediately after filling such vacancy, at
least two-thirds (2/3) of the Directors then holding office shall have
been elected to such office by the stockholders of the Corporation.  In
the event that at any time, other than the time preceding the first
annual stockholders' meeting, less than a majority of the Directors of
the Corporation holding office at that time were elected by the
stockholders, a meeting of the stockholders shall be held promptly and
in any event within 60 days for the purpose of electing Directors to
fill any existing vacancies in the Board of Directors unless the
Securities and Exchange Commission shall by order extend such period.
[MGCL subsection 2-407; ICA subsection 16]
	Section 3.7.	Removal.  At any meeting of stockholders duly
called and at which a quorum is present, the stockholders may, by the
affirmative vote of the holders of 75% of the votes entitled to be cast
for the election of directors, remove any director or directors from
office, with or without cause, and may elect a successor or successors
to fill any resulting vacancies for the unexpired terms of the removed
directors.
	Section 3.8.	Annual and Regular Meetings.  The annual
meeting of the Board of Directors for choosing officers and transacting
other proper business shall be held at such time and place as the Board
may determine.  The Board of Directors from time to time may provide by
resolution for the holding of regular meetings and fix their time and
place within or outside the State of Maryland.  Notice of such annual
and regular meetings need not be in writing, provided that written
notice of any change in the time or place of such meetings shall be
sent promptly, in the manner provided in Section 3.9 of this Article
III for notice of special meetings, to each Director not present at the
meeting at which such change was made.  Members of the Board of
Directors or any committee designated thereby may participate in a
meeting of such Board or committee by means of a conference telephone
or similar communications equipment by means of which all persons
participating in the meeting can hear each other at the same time and
participation by such means shall constitute presence in person at a
meeting.  [MGCL subsection 2-409]
	Section 3.9.	Special Meetings.  Special meetings of the
Board of Directors may be held at any time or place and for any purpose
when called by the Chairman of the Board or by a majority of the
Directors.  Notice of special meetings, stating the time and place,
shall be (a) mailed to each Director at his residence or regular place
of business at least three days before the day on which a special
meeting is to be held or (b) delivered to him personally or transmitted
to him by telegraph, cable or other communication leaving a visual
record at least one day before the meeting.  [MGCL subsection 2-409(b)]
	Section 3.10.	Waiver of Notice.  No notice of any meeting
need be given to any Director who is present at the meeting or who
waives notice of such meeting in writing (which waiver shall be filed
with the records of such meeting), whether before or after the time of
the meeting.  [MGCL subsection 2-409(c)]
	Section 3.11.	Quorum and Voting.  At all meetings of the
Board of Directors, the presence of a majority of the number of
Directors then in office shall constitute a quorum for the transaction
of business.  In the absence of a quorum, a majority of the Directors
present may adjourn the meeting, from time to time, until a quorum
shall be present.  The action of a majority of the Directors present at
a meeting at which a quorum is present shall be the action of the Board
of Directors, unless the concurrence of a greater proportion is
required for such action by law, by the Articles of Incorporation or by
these By-Laws, provided, however, that no action shall be taken without
the affirmative vote of 75% of the Directors, with respect to the
following matters:
		(a)	any action referred to in Article Eighth of the
Articles of Incorporation;
		(b)	the dissolution of the Corporation; or
		(c)	the election of officers and the compensation of
directors and officers.  [MGCL subsection 2-408]
	Section 3.12.	Action Without a Meeting.  Any action required
or permitted to be taken at any meeting of the Board of Directors or of
any committee thereof may be taken without a meeting if a written
consent to such action is signed by all members of the Board or of such
committee, as the case may be, and such written consent is filed with
the minutes of proceedings of the Board or committee.  [MGCL subsection
2-
408(c)]
	Section 3.13.	Compensation of Directors.  Directors shall be
entitled to receive such compensation from the Corporation for their
services as may from time to time be determined by resolution of the
Board of Directors.

ARTICLE IIIA
HONORARY DIRECTORS
	Section 3A.1.	Number; Qualification; Term:  The Board of
Directors may from time to time designate and appoint one or more
qualified persons to the position of "honorary director."  Each
honorary director shall serve for such term as shall be specified in
the resolution of the Board of Directors appointing him or until his
earlier resignation or removal.  An honorary director may be removed
from such position with or without cause by the vote of a majority of
the Board of Directors given at any regular meeting or special meeting.
	Section 3A.2. Duties; Remuneration:  An honorary director shall
be invited to attend all meetings of the Board of Directors but shall
not be present at any portion of a meeting from which the honorary
director shall have been excluded by vote of the directors.  An
honorary director shall not be a "Director" or "officer" within the
meaning of the Corporation's Articles of Incorporation or of these By-
Laws, shall not be deemed to be a member of an "advisory board" within
the meaning of the Investment Company Act of 1940, as amended from time
to time, shall not hold himself out as any of the foregoing, and shall
not be liable to any person for any act of the Corporation.  Notice of
special meetings may be given to an honorary director but the failure
to give such notice shall not affect the validity of any meeting or the
action taken thereat.  An honorary director shall not have the powers
of a Director, may not vote at meetings of the Board of Directors and
shall not take part in the operation or governance of the Corporation.
An honorary director shall not receive any compensation but may, in the
discretion of the Board of Directors, be reimbursed for expenses
incurred in attending meetings of the Board of Directors or otherwise.

ARTICLE IV
	COMMITTEES
	Section 4.1.	Organization.  By resolution adopted by the
Board of Directors, the Board may designate one or more committees,
including an Executive Committee which shall consist of one or more
Directors.  The Chairmen of such committees shall be elected by the
Board of Directors.  Each member of a committee shall be a Director and
shall hold office in accordance with the By-Laws of the Fund.  The
Board of Directors shall have the power at any time to change the
members of such committees and to fill vacancies in the committees.
The Board may delegate to these committees any of its powers, except
the powers to declare a dividend, authorize the issuance of stock,
recommend to stockholders any action requiring stockholders' approval,
amend these By-Laws, or approve any merger or share exchange which does
not require stockholder approval.  If the Board of Directors has given
general authorization for the issuance of stock providing for or
establishing a method or procedure for determining the maximum number
of shares to be issued, a committee of the Board, in accordance with
that general authorization or any stock option or other plan or program
adopted by the Board, may authorize or fix the terms of stock subject
to classification or reclassification and the terms on which any stock
may be issued including all terms and conditions required or permitted
to be established or authorized by the Board of Directors under Section
3.2 of these By-Laws. [MGCL subsection 2-411]
	Section 4.2.	Executive Committee.  Unless otherwise provided
by resolution of the Board of Directors, when the Board of Directors is
not in session the Executive Committee shall have and may exercise all
powers of the Board of Directors in the management of the business and
affairs of the Corporation that may lawfully be exercised by an
Executive Committee.  The Chairman of the Board, if any, and the
President shall be members of the Executive Committee.
	Section 4.3.	Other Committees.  The Board of Directors may
appoint other committees which shall have such powers and perform such
duties as may be delegated from time to time by the Board.
	Section 4.4.	Proceedings and Quorum.  In the absence of an
appropriate resolution of the Board of Directors, each committee may
adopt such rules and regulations governing its proceedings, quorum and
manner of acting as it shall deem proper and desirable.  In the event
any member of any committee is absent from any meeting, the members
thereof present at the meeting, whether or not they constitute a
quorum, may appoint a member of the Board of Directors to act in the
place of such absent member.

	ARTICLE V
	OFFICERS
	Section 5.1.	General.  The officers of the Corporation shall
be a President, a Secretary and a Treasurer, and may include one or
more Vice Presidents, Assistant Secretaries or Assistant Treasurers,
and such other officers as may be appointed in accordance with the
provisions of Section 5.10 of this Article V. The Board of Directors
may elect, but shall not be required to elect, a Chairman of the Board.
[MGCL subsection 2-412]
	Section 5.2.	Election, Tenure and Qualifications.  The
officers of the Corporation, except those appointed as provided in
Section 5.10 of this Article V, shall be elected by the Board of
Directors at its first meeting or such meetings as shall be held prior
to its first annual meeting, and thereafter annually at its annual
meeting.  If any officers are not chosen at any annual meeting, such
officers may be chosen at any subsequent regular or special meeting of
the Board.  Except as otherwise provided in this Article V, each
officer chosen by the Board of Directors shall hold office until the
next annual meeting of the Board of Directors and until his successor
shall have been elected and qualified.  Any person may hold one or more
offices of the Corporation except the same person may not concurrently
hold the offices of President and Vice President.  The Chairman of the
Board, if any, shall be elected from among the Directors of the
Corporation and may hold such office only so long as he continues to be
a Director.  No other officer need be a Director.  [MGCL subsection 2-
413]
	Section 5.3.	Removal and Resignation.  Whenever in the
Board's judgment the best interest of the Corporation will be served
thereby, any officer may be removed from office by the vote of a
majority of the members of the Board of Directors given at a regular
meeting or any special meeting called for such purpose.  Any officer
may resign his office at any time by delivering a written resignation
to the Board of Directors, the President, the Secretary, or any
Assistant Secretary.  Unless otherwise specified therein, such
resignation shall take effect upon delivery.  [MGCL subsection 2-413]
	Section 5.4.	Chairman of the Board.  The Chairman of the
Board, if there be such an officer, shall be the senior officer of the
Corporation, shall preside at all stockholders' meetings and at all
meetings of the Board of Directors unless otherwise provided by
director resolution shall be ex officio with a vote, a member of all
committees of the Board of Directors other than the Audit Committee and
any nominating committee.  He shall have such powers and perform such
other duties as may be assigned to him from time to time by the Board
of Directors.
	Section 5.5.	Vice Chairman of the Board.  The Vice Chairman
of the Board shall consult with the Chairman as to the policies of the
Corporation and as to the agendas to be presented at the meetings of
the Board of Directors.  In the absence of the Chairman of the Board
and the President, he shall preside at meetings of the Board of
Directors.  He shall have such powers and perform such other duties as
may be assigned to him from time to time by the Chairman.
	Section 5.6.	President.  The President or the person so
designated by the Board of Directors of the Corportaion as such, shall
be the chief executive officer of the Corporation and, in the absence
of the Chairman of the Board and of the Vice Vice Chairman of the Board
or if neither such officer shall have been chosen, the President shall
preside at all stockholders' meetings and at all meetings of the Board
of Directors and shall in general exercise the powers and perform the
duties of the Chairman of the Board.  Subject to the supervision of the
Board of Directors, he shall have general charge of the business,
affairs, and property of the Corporation and general supervision over
its officers, employees and agents.  Except as the Board of Directors
may otherwise order, he may sign in the name and on behalf of the
Corporation all deeds, bonds, contracts or agreements.  He shall
exercise such other powers and perform such other duties as from time
to time may be assigned to him by the Board of Directors.
	Section 5.7.	Vice President.  The Board of Directors may
from time to time elect one or more Vice Presidents who shall have such
powers and perform such duties as from time to time may be assigned to
them by the Board of Directors or the President.  At the request, or in
the absence or disability, of the President, the Vice President (or, if
there are two or more Vice Presidents, then the senior of the Vice
Presidents present and able to act) may perform all the duties of the
President and, when so acting, shall have all the powers of and be
subject to all the restrictions upon the President.
	Section 5.8.	Treasurer and Assistant Treasurers.  The
Treasurer shall be the principal financial and accounting officer of
the Corporation and shall have general charge of the finances and books
of account of the Corporation.   Except as otherwise provided by the
Board of Directors, he shall have general supervision of the funds and
property of the Corporation and of the performance by the Custodian of
its duties with respect thereto.  He shall render to the Board of
Directors, whenever directed by the Board, an account of the financial
condition of the Corporation and of all his transactions as Treasurer;
and as soon as possible after the close of each financial year he shall
make and submit to the Board of Directors a like report for such
financial year.  He shall perform all acts incidental to the Office of
Treasurer, subject to the control of the Board of Directors.
	Any Assistant Treasurer may perform such duties of the Treasurer
as the Treasurer or the Board of Directors may assign, and, in the
absence of the Treasurer, he may perform all the duties of the
Treasurer.
	Section 5.9.	Secretary and Assistant Secretaries.  The
Secretary shall attend to the giving and serving of all notices of the
Corporation and shall record all proceedings of the meetings of the
stockholders and Directors in books to be kept for that purpose.  He
shall keep in safe custody the seal of the Corporation, and shall have
charge of the records of the Corporation, including the stock books and
such other books and papers as the Board of Directors may direct and
such books, reports, certificates and other documents required by law
to be kept, all of which shall at all reasonable times be open to
inspection by any Director.  He shall perform such other duties as
appertain to his office or as may be required by the Board of
Directors.
	Any Assistant Secretary may perform such duties of the Secretary
as the Secretary or the Board of Directors may assign, and, in the
absence of the Secretary, he may perform all the duties of the
Secretary.
	Section 5.10.	Subordinate Officers.  The Board of Directors
from time to time may appoint such other officers or agents as it may
deem advisable, each of whom shall have such title, hold office for
such period, have such authority and perform such duties as the Board
of Directors may determine.  The Board of Directors from time to time
may delegate to one or more officers or agents the power to appoint any
such subordinate officers or agents and to prescribe their respective
rights, terms of office, authorities and duties.
	Section 5.11.	Remuneration.  The salaries or other
compensation of the officers of the Corporation shall be fixed from
time to time by resolution of the Board of Directors, except that the
Board of Directors may by resolution delegate to any person or group of
persons the power to fix the salaries or other compensation of any
subordinate officers or agents appointed in accordance with the
provisions of Section 5.10 of this Article V.
	Section 5.12.	Surety Bonds.  The Board of Directors may
require any officer or agent of the Corporation to execute a bond
(including, without limitation, any bond required by the Investment
Company Act of 1940, as amended, and the rules and regulations of the
Securities and Exchange Commission) to the Corporation in such sum and
with such surety or sureties as the Board of Directors may determine,
conditioned upon the faithful performance of his duties to the
Corporation, including responsibility for negligence and for the
accounting of any of the Corporation's property, funds or securities
that may come into his hands.  [ICA subsection 17(g)]

ARTICLE VI
	NET ASSET VALUE
	Section 6.1.	Valuation of Assets.  The value of the
Corporation's net assets shall be determined at such times and by such
method as shall be established from time to time by the Board of
Directors.  Such method shall be reduced to writing and maintained in
the Corporation's permanent records.

	ARTICLE VII
	CAPITAL STOCK
	Section 7.1.	Certificates of Stock.  The interest of each
stockholder of the Corporation shall be evidenced in such form as the
Board of Directors may from time to time prescribe.  No certificate
shall be valid unless it is signed by the President or a Vice President
and by the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer of the Corporation and sealed with its seal, or
bears the facsimile signatures of such officers and a facsimile of such
seal.  [MGCL subsectionsubsection 2-210, 2-212]
	Section 7.2.	Transfer of Shares.  Shares of the Corporation
shall be transferable on the books of the Corporation by the holder
thereof in person or by his duly authorized attorney or legal
representative upon surrender and cancellation of a certificate or
certificates for the same number of shares of the same class, duly
endorsed or accompanied by proper instruments of assignment and
transfer, with such proof of the authenticity of the signature as the
Corporation or its agents may reasonably require.  The shares of stock
of the Corporation may be freely transferred, and the Board of
Directors may, from time to time, adopt rules and regulations with
reference to the method of transfer of the shares of stock of the
Corporation.
	Section 7.3.	Stock Ledgers.  The stock ledgers of the
Corporation, containing the names and addresses of the stockholders and
the number of shares held by them respectively, shall be kept at the
principal offices of the Corporation or, if the Corporation employs a
transfer agent, at the offices of the transfer agent of the
Corporation.  [MGCL subsection 2-209]
	Section 7.4.	Transfer Agents and Registrars.  The Board of
Directors may from time to time appoint or remove transfer agents
and/or registrars of transfers of shares of stock of the Corporation,
and it may appoint the same person as both transfer agent and
registrar.  Upon any such appointment being made, all certificates
representing shares of capital stock thereafter issued shall be
countersigned by one of such transfer agents or by one of such
registrars of transfers or by both and shall not be valid unless so
countersigned.
	Section 7.5.	Fixing of Record Date.  The Board of Directors
may fix in advance a date as a record date for the determination of the
stockholders entitled to notice of or to vote at any stockholders'
meeting or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or to receive payment of any
dividend or other distribution or allotment of any rights, or to
exercise any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, provided that (1)
such record date shall be within 90 days prior to the date on which the
particular action requiring such determination will be taken; (2) the
transfer books shall not be closed for a period longer than 20 days;
and (3) in the case of a meeting of stockholders, the record date or
any closing of the transfer books shall be at least 10 days before the
date of the meeting.  [MGCL subsection 2-511]
	Section 7.6.	Lost, Stolen or Destroyed Certificates.  Before
issuing a new certificate for stock of the Corporation alleged to have
been lost, stolen or destroyed, the Board of Directors or any officer
authorized by the Board may, in its discretion, require the owner of
the lost, stolen or destroyed certificate (or his legal representative)
to give the Corporation a bond or other indemnity, in such form and in
such amount as the Board or any such officer may direct and with such
surety or sureties as may be satisfactory to the Board or any such
officer, sufficient to indemnify the Corporation against any claim that
may be made against it on account of the alleged loss, theft or
destruction of any such certificate or the issuance of such new
certificate.  [MGCL subsection 2-213]
	ARTICLE VIII
	FISCAL YEAR AND ACCOUNTANT
	Section 8.1.	Fiscal Year.  The fiscal year of the
Corporation shall, unless otherwise ordered by the Board of Directors,
be twelve calendar months ending on the 30th day of June.
	Section 8.2.	Accountant.
	(a)	The Corporation shall employ an independent public
accountant or a firm of independent public accountants of national
reputation as its Accountant to examine the accounts of the Corporation
and to sign and certify financial statements filed by the Corporation.
The Accountants' certificates and reports shall be addressed both to
the Board of Directors and to the stockholders.  The employment of the
Accountant shall be conditioned upon the right of the Corporation to
terminate the employment forthwith without any penalty by vote of a
majority of the outstanding voting securities at any stockholders'
meeting called for that purpose.
	(b)	A majority of the members of the Board of Directors who are
not "interested persons" (as such term is defined in the Investment
Company Act of 1940, as amended) of the Corporation shall select the
Accountant at any meeting held within 30 days before or after the
beginning of the fiscal year of the Corporation or before the annual
stockholders' meeting in that year.  Such selection shall be submitted
for ratification or rejection at the next succeeding annual
stockholders' meeting.  If the stockholders shall reject such selection
at such meeting, the Accountant shall be selected by majority vote of
the Corporation's outstanding voting securities, either at the meeting
at which the rejection occurred or at a subsequent meeting of
stockholders called for that purpose.
	(c)	Any vacancy occurring between annual meetings, due to the
resignation of the Accountant, may be filled by the vote of a majority
of the members of the Board of Directors who are not "interested
persons."  [ICA subsection 32(a)]

ARTICLE IX
	CUSTODY OF SECURITIES
	Section 9.1.	Employment of a Custodian.  The Corporation
shall place and at all times maintain in the custody of a Custodian
(including any sub-custodian for the Custodian) all funds, securities
and similar investments owned by the Corporation.  The Custodian (and
any sub-custodian) shall be an institution conforming to the
requirements of Section 17(f) of the Investment Company Act of 1940,
and the rules of the U.S. Securities and Exchange Commission
thereunder.  The Custodian shall be appointed from time to time by the
Board of Directors, which shall fix its remuneration.  [ICA subsection
17(f)]
	Section 9.2.	Termination of Custodian Agreement.  Upon
termination of the Custodian Agreement or inability of the Custodian to
continue to serve, the Board of Directors shall promptly appoint a
successor Custodian, but in the event that no successor Custodian can
be found who has the required qualifications and is willing to serve,
the Board of Directors shall call as promptly as possible a special
meeting of the stockholders to determine whether the Corporation shall
function without a Custodian or shall be liquidated.  If so directed by
vote of the holders of a majority of the outstanding shares of stock
entitled to vote of the Corporation, the Custodian shall deliver and
pay over all property of the Corporation held by it as specified in
such vote.

	ARTICLE X
	INDEMNIFICATION AND INSURANCE
	Section 10.1.	Indemnification of Officers, Directors,
Employees and Agents.  To the maximum extent permitted by the
Investment Company Act of 1940, the Securities Act of 1933 (as such
statutes are now or hereinafter in force) and by Maryland law in effect
from time to time, the Corporation shall indemnify, and shall pay or
reimburse reasonable expenses in advance of final disposition of a
proceeding to, (i) any individual who is a present or former Director
or officer of the Corporation or (ii) any individual who serves or has
served another corporation, partnership, joint venture, trust, employee
benefit plan or any other enterprise as a director or officer of such
corporation or other enterprise or as a partner or trustee of such
partnership, joint venture, trust, employee benefit plan or other
enterprise at the request of the Corporation.  The Corporation may,
with the approval of its Board of Directors, provide such
indemnification and advancement of expenses to a person who served a
predecessor of the Corporation in any of the capacities described in
(i) or (ii) above and to any employee or agent of the Corporation or a
predecessor of the Corporation.  Indemnification shall be made only as
authorized for a specific proceeding upon (i) a determination that
indemnification of such person is proper in the circumstances because
he has met the applicable standard of conduct for indemnification and
(ii) such other authorizations and determinations as may be required by
law to be made by (A) the Board of Directors of the Corporation by the
vote of a majority of a quorum consisting of Directors who are neither
"interested persons" of the Corporation as defined in the Investment
Company Act of 1940 nor parties to such proceeding or, if such quorum
cannot be obtained, by a majority vote of a committee of the Board of
Directors consisting solely of two or more such Directors who are duly
designated to act in the matter by a majority vote of the full Board of
Directors; or (B) independent legal counsel in a written opinion, which
counsel shall be selected in accordance with such procedures as may be
required by law, provided, however, that such counsel shall make only
such determinations and authorizations as are permitted by law to be
made by independent counsel; or (C) the stockholders of the Corporation
acting in accordance with the Charter and By-Laws of the Corporation
and applicable law.
	Neither the amendment nor repeal of this Section, nor the
adoption or amendment of any other provision of the By-Laws or Charter
of the Corporation inconsistent with this Section, shall apply to or
affect in any respect any act or failure to act which occurred prior to
such amendment, repeal or adoption.
	Section 10.2  Insurance of Officers, Directors, Employees and
Agents.  The Corporation may purchase and maintain insurance on behalf
of any person who is or was a Director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation
as a Director, officer, employee, partner, trustee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in or
arising out of his position, whether or not the Corporation would have
the power to indemnify him against such liability.  [MGCL subsection 2-
418(k)]

	ARTICLE XI
	AMENDMENTS
	Section 11.1.	General.  Except as provided in the next
succeeding sentence, all By-Laws of the Corporation, whether adopted by
the Board of Directors or the stockholders, shall be subject to
amendment, alteration or repeal, and new By-Laws may be made, by the
affirmative vote of a majority of either:  (a) the holders of record of
the outstanding shares of stock of the Corporation entitled to vote, at
any annual or special meeting, the notice or waiver of notice of which
shall have specified or summarized the proposed amendment, alteration,
repeal or new By-Law; or (b) the Directors, any regular or special
meeting the notice or waiver of notice of which shall have specified or
summarized the proposed amendment, alteration, repeal or new By-Law.
The provisions of Article III, Section 3.4 of the By-Laws shall be
subject to amendment, alterations or repeal by the affirmative vote of
either:  (i)  the holders of record of 75% of the outstanding shares of
stock of the Corporation entitled to vote, at any annual or special
meeting, the notice of waiver of notice of which shall have specified
or summarized the proposed amendment, alteration or repeal or (ii)  75%
of the Continuing Directors (as such term is defined in Article EIGHTH
of the Corporation's Articles of Incorporation), at any regular or
special meeting the notice or waiver of notice of which shall have
specified or summarized the proposed amendment, alteration or repeal.

ARTICLE XII
	SPECIAL PROVISIONS
	Section 12.1.	Actions Relating to Discount in Price of the
Corporation's Shares.  In the event that at any time during or after
the fifth year following the initial public offering of shares of the
Corporation's Common Stock such shares publicly trade for a substantial
period of time at a substantial discount from the Corporation's then
current net asset value per share, the Board of Directors shall, at its
next regularly scheduled meeting, consider taking actions designed to
eliminate such discount.  The actions considered by the Board of
Directors may include periodic repurchases by the Corporation of its
shares of Common Stock or an amendment to the Corporation's Articles of
Incorporation to make the Corporation's Common Stock a "redeemable
security" (as such term is defined in the Investment Company Act of
1940), subject in all events to compliance with all applicable
provisions of the Corporation's Articles of Incorporation, these By-
Laws, the Maryland General Corporation Law and the Investment Company
Act of 1940.



*	Statutory references are for convenience only.  MGCL = Maryland
General Corporation Law; ICA = Investment Company Act.
??








	24


	25

EX-99.77B ACCT LTTR

REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and the Shareholders of Scudder New Asia
Fund, Inc.:

In planning and performing our audit of the financial statements of
Scudder New Asia Fund, Inc. (the "Fund") for the year ended December
31, 2003, we considered its internal control, including control
activities for safeguarding securities, in order to determine our
auditing procedures for the purpose of expressing our opinion on the
financial statements and to comply with the requirements of Form N-SAR,
not to provide assurance on internal control.

The management of the Fund is responsible for establishing and
maintaining internal control.  In fulfilling this responsibility,
estimates and judgments by management are required to assess the
expected benefits and related costs of controls.  Generally, controls
that are relevant to an audit pertain to the entity's objective of
preparing financial statements for external purposes that are fairly
presented in conformity with generally accepted accounting principles.
Those controls include the safeguarding of assets against unauthorized
acquisition, use, or disposition.

Because of inherent limitations in internal control, errors or fraud
may occur and not be detected.  Also, projection of any evaluation of
internal control to future periods is subject to the risk that controls
may become inadequate because of changes in conditions or that the
effectiveness of their design and operation may deteriorate.

Our consideration of internal control would not necessarily disclose
all matters in internal control that might be material weaknesses under
standards established by the American Institute of Certified Public
Accountants.  A material weakness is a condition in which the design or
operation of one or more of the internal control components does not
reduce to a relatively low level the risk that misstatements caused by
error or fraud in amounts that would be material in relation to the
financial statements being audited may occur and not be detected within
a timely period by employees in the normal course of performing their
assigned functions.  However, we noted no matters involving internal
control and its operation, including controls for safeguarding
securities that we consider to be material weaknesses as defined above
as of December 31, 2003.

This report is intended solely for the information and use of the
Directors, management, and the Securities and Exchange Commission and
is not intended to be and should not be used by anyone other than these
specified parties.




PricewaterhouseCoopers LLP
Boston, Massachusetts
February 18, 2004