SCHEDULE 13D

DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
NA

1. NAME OF REPORTING PERSON
Phillip Goldstein


2. CHECK THE BOX IF MEMBER OF A GROUP                  a[ ]

                                                       b[ ]

3. SEC USE ONLY

4. SOURCE OF FUNDS
WC


5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e)                        []

6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________

7. SOLE VOTING POWER
324,673


8. SHARED VOTING POWER
19,832


9. SOLE DISPOSITIVE POWER

670,285________________________________________________________

10. SHARED DISPOSITIVE POWER
0

11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON

670,285

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES   []
13. PERCENT OF CLASS REPRESENTED BY ROW 11

5.55

14. TYPE OF REPORTING PERSON

IA
________________________________________________________________



This statement constitutes Amendment No.1 to the Schedule 13D
filed on January 30, 2004.Except as specifically set forth
herein, the Schedule 13D remains unmodified.

Item 4 is amended as follows:
The filing person has filed an application and proposed notice
pursuant to 12(d)(1)(J) of the Investment Company Act of 1940 for
exemption from 12(d)(1)(A)(i) (see exhibits).

Item 5 is amended as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As per FRF's semi-annual report dated June 30, 2003 there were
12,072,000 shares of FRF outstanding. The percentage set forth in
item 5a was derived using such number.

a)   Mr. Goldstein is deemed to be the beneficial owner of
     670,285 shares of FRF or 5.55% of the outstanding shares.

b)   Power to dispose of securities resides solely with Mr.
     Goldstein for 670,285 shares. Power to vote securities
resides solely with Mr. Goldstein for 324,673 shares and jointly
for 19,832 shares.

c)   During the past 60 days the following shares of FRF were
purchased (there were no sales):

2/25  5000 @ 7.8
3/2   2500 @ 7.81
3/12  300 @ 7.49
3/12  3000 @ 7.57
3/18  200 @ 7.28
4/7   1600 @ 8.18


ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1: Request for Exemption
Exhibit 2: Request for Exemption Public Notice

After reasonable 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.

Dated: 4/20/04

By: /s/ Phillip Goldstein
Name:   Phillip Goldstein



Exhibit 1: Shareholder Proposal
Opportunity Partners L.P.,
60 Heritage Drive, Pleasantville, NY 10570
(914) 747-5262 // Fax: (914) 747-5258//oplp@optonline.net

April 6, 2004

Nadya B. Roytblat
Assistant Director
Office of Investment Company Regulation
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0506

Application Pursuant to 12(d)(1)(J) of the Investment Company Act
of 1940 (the "ICA"') For Exemption from 12(d)(1)(A)(i)

Dear Ms. Roytblat:

In letters dated August 9 and October 19, 1999 and in telephone
conversations in late 1999 with staff members from your office
relating to those letters, we discussed the possibility of
applying for an exemptive order pursuant to 12(d)(1)(J) of the
ICA to permit the Applicant, as herein defined, to acquire the
voting stock of any registered closed-end investment company
("closed-end fund") in excess of the 3% limit imposed by
12(d)(1)(A)(i) of the ICA.  In a letter dated December 8, 1999
(the "Staff Letter"), you invited us to file a formal
application.1  For various reasons, we did not file an
application.2  We are now filing this application to permit the
Applicant to acquire an unlimited number of shares of The France
Growth Fund, Inc. (the "Fund").3  To the extent that the issues
raised in the Staff Letter are relevant to this application, we
address them below.

Because we can see no reason to treat the Applicant differently
than investors that are not subject to 12d(1)(A)(i), Opportunity
Partners L.P. (the "Partnership"), a company that is excluded
from the definition of "investment company" by 3(c)(1) of the ICA
(a "3(c)(1) issuer"), on behalf of itself and any 3(c)(1) issuers
managed by or that may in the future be formed and/or managed by
the Partnership's general partner, Kimball & Winthrop, Inc. (the
"General Partner") or any affiliate of the undersigned
(collectively, the "Applicant") hereby applies to the Commission
for an order pursuant to 12(d)(1)(J) of the ICA to exempt the
Applicant from the 3% limitation imposed by 12d(1)(A)(i) relating
to the purchase or acquisition of the voting stock of the Fund.

We believe the staff of the Division of Investment Management is
conflicted with respect to this application because, as set forth
below in Section III(A), it authored a misleading study that
served as a basis for the flawed legislation from which we are
seeking relief.  Therefore, we request that a hearing be held as
soon as possible at which any interested person can present
arguments and evidence relating to our application.  If a hearing
is not scheduled within a reasonable period of time, we intend to
seek a court order pursuant to the Administrative Procedure Act
(5 U.S.C.  702)4 to compel the Commission to hold a hearing or
to issue the requested order.  Under the APA, a reviewing court
is directed to "compel agency action unlawfully withheld or
unreasonably delayed; and hold unlawful and set aside agency
action, findings, and conclusions found to be . . . arbitrary,
capricious, an abuse of discretion, or otherwise not in
accordance with law . . .  or unsupported by substantial
evidence." 5 U.S.C.  706.

As set forth more fully below, we believe that (1) the requested
order is consistent with the public interest and the protection
of investors and (2) Congress did not intend to limit the
acquisition of the shares of closed-end funds by 3(c)(1) issuers.

I. The Partnership5

The Partnership is a 3(c)(1) issuer because its outstanding
securities are beneficially owned by not more than 100 persons
and it is not making nor does it intend to make a public offering
of its securities.

The Partnership is an investment vehicle for sophisticated
investors.  Its objective is to outperform the stock market
averages over the long term without incurring excessive short
term risk.  From its inception on December 1, 1992 through
December 31, 2003, the Partnership's limited partners have earned
a net annual return of more than 16% (vs. about 11% for the S&P
500 index) and the Partnership has been profitable every year.
Currently, the Partnership has net assets of approximately $66
million.

The General Partner manages the Partnership's business and
affairs and is allocated 20% of the Partnership's net income
subject to a "high water mark"6  Most of the investors in the
Partnership are high net worth individuals or their affiliates,
i.e., accredited investors.  Upon thirty days notice, a partner
may redeem all or part its interest in the Partnership at the end
of each quarter.  The General Partner may elect to make
redemptions in kind but has never done so.  The Partnership may
use leverage to pursue its investment strategies and has done so
from time to time but only modestly by borrowing money in one or
more margin accounts.

The Partnership invests in closed-end funds because (1) they
provide diversification, (2) some closed-end funds can be
purchased at a discount to net asset value ("NAV"), (3) there are
actions that management of a closed-end fund can take to address
a persistent discount to NAV, (4) the Partnership believes it
(and all shareholders of such a fund) will benefit if such
actions are taken, and (5) the Partnership may be able to
influence management to take such actions.  The Partnership is
not limited as to the types of closed-end funds in which it may
invest.  While the Partnership has never invested in debt or
preferred stock issued by closed-end funds, it may do so in the
future.  Approximately 70% of the Partnership's assets are
currently invested in closed-end funds but this percentage may be
higher or lower in the future and is determined solely by the
General Partner.  The Applicant requests the ability to acquire
as many shares of the Fund as it deems to be consistent with its
fiduciary duty to its investors.

II. The Fund

The Fund is a diversified closed-end fund whose shares trade on
the New York Stock Exchange.  Its investment objective is long-
term capital appreciation through investments primarily in French
equity securities and to a lesser extent in French debt
securities, unlisted French equity and debt securities and
certain publicly traded equity and debt securities issued by non-
French Western European issuers.  Since October 21, 2002, the
Fund has been internally managed by Pierre Daviron, a member of
its board of directors.  Prior to October 21, 2002, Credit
Agricole Asset Management U.S. Advisory Services served as the
Fund's investment advisor.
Since 2000, the Fund's board of directors has been at odds with
shareholders and has been unresponsive to their clearly expressed
desire to be afforded an opportunity to realize net asset value.
At the Fund's 2000 annual meeting, a proposal to open-end the
Fund was approved by a margin of 69% to 31%.  At the 2002
meeting, stockholders approved a proposal to expedite the process
to ensure that the Fund's shares trade at net asset value.7
Finally, at the 2003 annual meeting, stockholders approved yet
another discount related proposal, this time to liquidate the
Fund by a vote of 5,549,954 to 2,453,985.8  Notably, to resolve a
dispute with certain directors, Bankgesellschaft Berlin (the
"Bank"), a German bank that currently controls four seats on the
Fund's eleven member board, entered into an agreement with the
Fund to vote its 1,985,805 shares against the liquidation
proposal.  Thus, at the 2003 meeting, non-Bank stockholders voted
5,549,954 to 468,180 (or about 12 to 1) to liquidate the Fund.
The board has not implemented any of the three precatory
proposals approved by stockholders to close the discount.
Since the 2003 annual meeting, the Bank has purchased additional
shares of the Fund.  In its most recent Schedule 13-D filing of
September 23, 2003, the Bank states that it owns 2,790,105 shares
representing 23.1% of the Fund's outstanding shares.  In addition
to the Bank, a number of institutional investors have reported
sizeable stakes in the Fund: Karpus Investment Management (5.1%;
Schedule 13D/A, March 9, 2004 ); Wachovia Corporation (7.7%;
Schedule 13G, February 11, 2004), Lazard Asset Management LLC
(6.8%; Schedule 13G/A, February 13, 2004); Cargill Financial
Markets PLC (3.2%; Schedule 13G/A, February 12, 2003); President
and Fellows of Harvard College (4.1%; Schedule 13G, October 9,
2003); Deutsche Bank AG (8.6%; Schedule 13G/A, February 13, 2004)
and the undersigned, Phillip Goldstein (5.4%; Schedule 13D,
January 30, 2004).
 III. Analysis
  A.   The legislative history of 12(d)(1)(A)(i) suggests that it
     is not intended to limit the acquisition of the shares of a
     closed-end fund by a 3(c)(1) issuer.
To the best of our knowledge, there is no evidence that a 3(c)(1)
issuer is more likely than other investors to engage in harmful
or abusive practices if it acquires more than 3% of the shares of
a closed-end fund.  This likely explains why the ICA placed
substantially no limit on the ability of a 3(c)(1) issuer to
acquire shares of a closed-end fund until 1996.  A historical
overview of 12(d)(1) is provided in Commission Release No. 33-
8297, Proposed Rules to Permit Certain "Fund of Funds"
Arrangements (October 3, 2003).  As set forth therein (footnotes
omitted):

     Today, the federal securities laws restrict substantially
     the ability of a fund to invest in shares of other funds.
     Before the enactment of the Investment Company Act in 1940,
     however, a fund was free to purchase an unlimited number of
     shares of another fund. These "fund of funds" arrangements
     yielded numerous abuses, which were catalogued in the
     Commission's study of funds that preceded the Act
     ("Investment Trust Study").

     Using a relatively small amount of money, individuals could
     acquire control of a fund and use its assets to acquire
     control of the assets of another fund, which, in turn, could
     use its assets to control a third fund. As a result, a few
     individuals effectively could control millions of dollars in
     shareholder assets invested in various acquired funds. These
     "pyramiding" schemes were used to enrich the individuals at
     the expense of fund shareholders in a number of ways. In
     some cases, controlling individuals caused the acquired
     funds to purchase securities in companies in which the
     individuals had an interest. In other cases, these
     individuals caused funds to direct underwriting and
     brokerage business to broker-dealers they controlled-often
     on terms favorable to the broker-dealer. Controlling persons
     also profited when fund shareholders paid excessive charges
     due to duplicative fees at the acquiring and acquired fund
     levels.

     The complex structures that resulted from pyramiding created
     additional problems for shareholders. These structures
     permitted acquiring funds to circumvent investment
     restrictions and limitations, and made it impossible for
     shareholders to understand who really controlled the fund or
     the true value of their investments. A fund shareholder
     might know that he owned shares in a fund that invested in
     equity securities of large companies without understanding
     that the large companies were large funds that exposed him
     to substantial risks associated with smaller issuers,
     foreign currencies, or interest rates.

     In response to these findings in the Investment Trust Study,
     Congress included in the Act a provision designed to
     restrict fund of funds arrangements. As originally enacted,
     section 12(d)(1) prohibited a registered investment company
     (and any companies it controlled) from purchasing more than
     five percent of the outstanding shares of any fund that
     concentrated its investments in a particular industry, or
     more than three percent of the shares of any other type of
     fund.

     Section 12(d)(1) proved flawed, however, because it did not
     prevent unregistered investment companies from acquiring the
     securities of registered funds. In the 1960s, Fund of Funds,
     Ltd., an unregistered fund operated in Geneva, Switzerland,
     began to exploit that flaw by marketing to members of the
     U.S. military stationed overseas shares of foreign
     investment companies that had controlling interests in
     several registered U.S. funds. Fund of Funds, Ltd. engaged
     in many of the abusive activities identified in the
     Investment Trust Study. These included charging duplicative
     advisory fees at the acquiring and acquired fund levels,
     providing sales loads to an affiliated broker for each
     investment the acquiring fund made in an acquired fund, and
     directing brokerage business to an affiliate of the fund of
     funds (which then rebated half the commission). In addition,
     Fund of Funds, Ltd. could exert undue influence on the
     management of acquired funds by threatening advisers to
     those funds with large redemptions.

     In 1970, Congress revisited section 12(d)(1) of the Act.
     Among other things, it tightened the restrictions on funds
     of funds and extended them to unregistered funds that invest
     in registered funds. Today, funds are subject to two sets of
     prohibitions. First, section 12(d)(1)(A) prohibits a
     registered fund (and companies or funds it controls) from -

          Acquiring more than three percent of a fund's voting
          securities;

          Investing more than five percent of its total assets in
          any one acquired fund; or

          Investing more than ten percent of its total assets in
          all acquired funds.

     Second, section 12(d)(1)(B) prohibits a registered open-end
     fund from selling securities to any fund (including
     unregistered funds) if, after the sale, the acquiring fund
     would -

          Together with companies and funds it controls, own more
          than three percent of the acquired fund's voting
          securities; or

          Together with other funds (and companies they control)
          own more than ten percent of the acquired fund's voting
          securities.

     By limiting the sale of registered fund shares to other
     funds, section 12(d)(1)(B) prevents the creation of a fund
     of registered funds regardless of the limitations of U.S.
     law to regulate the activities of foreign funds, such as
     Fund of Funds, Ltd. Together, these two provisions of
     section 12(d)(1) have proven quite effective in putting a
     stop to the abusive practices that characterized previous
     fund of funds arrangements.

In 1992, the Commission proposed amending the ICA "to require
that all 3(c)(1) issuers be subject to 12(d)(1)'s restriction
governing the purchase of registered investment companies."9
Specifically, the Commission recommended inserting the italicized
sentence after the first sentence of 3(c)(1):

     Any issuer whose outstanding securities (other than short-
     term paper) are beneficially owned by not more than one
     hundred persons and which is not making and does not
     presently propose to make a public offering of its
     securities. Such issuer nevertheless is deemed to be an
     investment company for purposes of the limitations set forth
     in section 12(d)(1) governing the purchase or other
     acquisition by such issuer of any security issued by any
     registered investment company, and the sale of any security
     issued by any registered open-end investment company to any
     such issuer.10

However, the 1992 Study was flawed because it failed to cite any
examples of actual abuses to justify a broad restriction on the
acquisition of stakes in registered investment companies by
3(c)(1) issuers.  In support of the recommended legislation, it
offered little more than speculation:

     The Division believes . . . that limitations on the ability
     of all section 3(c)(1) issuers to invest in registered
     investment companies are necessary to protect the public
     stockholders of registered investment companies.  Private
     issuers, excepted from regulation under the Act, could
     acquire controlling interests and exert undue influence over
     registered finds, disrupting their portfolio management
     through the threat of redemption.

Consequently, Congress did not enact the broad legislation
recommended by the Commission as part of the NSMIA amendments to
the ICA.  Instead, it adopted narrow legislation to address the
only concern articulated in the 1992 Study, the potential
disruption of large-scale redemptions,11 by inserting the
following sentence in 3(c)(1) in lieu of the sentence proposed in
the 1992 Study:

     Such issuer shall be deemed to be an investment company for
     purposes of the limitations set forth in subparagraphs
     (A)(i) and (B)(i) of section 12(d)(1) governing the purchase
     or other acquisition by such issuer of any security issued
     by any registered investment company and the sale of any
     security issued by any registered open-end investment
     company to any such issuer.

There is no evidence that Congress was aware of another flaw in
the 1992 Study -- the failure to distinguish between acquisitions
of open-end funds and acquisitions of closed-end funds.  Thus,
the 1992 Study did not recommend barring all institutional
investors from acquiring more than 3% of a fund because "[w]hile
similar concerns are manifested whenever large institutional
security holders threaten to redeem, the threat is compounded
when the redeeming security holder is an investment company that
must in turn meet its own redemption requests."12  However, it
failed to note that a closed-end fund does not permit
redemptions.  Had the Commission brought this distinction to the
attention of Congress, it is unlikely that Congress would have
restricted the ability of 3(c)(1) issuers to acquire the shares
of closed-end funds.13

Given (1) the 1992 Report's flawed analysis, (2) the fact that
from 1992-1996, the Commission and Congress were focused on
concerns about open-end funds (because they had become the
predominant form of mutual fund), (3) the lack of evidence of
disproportionate abuse stemming from the acquisition of shares of
closed-end funds by 3(c)(1) issuers, and (4) the lack of evidence
that either the Commission or Congress had any concerns about
such acquisitions,14 it is probable that Congress did not give any
thought to closed-end funds in amending 3(c)(1) in 1996 and only
intended to limit acquisitions of open-end funds.

Had Congress had concerns about large acquisitions of closed-end
funds by 3(c)(1) issuers, it would not have closed one loophole
by subjecting them to 12(d)(1)(A)(i) while leaving open a much
more serious loophole, i.e., 12(d)(1)(C)15 which continues to
allow a group of affiliated 3(c)(1) issuers to acquire an
unlimited number of shares of a closed-end fund.  The
Commission's recommended language would have deemed a 3(c)(1)
issuer to be an investment company for purposes of the
limitations set forth in both 12(d)(1)(C) and 12(d)(1)(A)(i).
The fact that Congress did not make any changes relating to
12(d)(1)(C) is compelling circumstantial evidence that it only
intended to limit acquisitions of the shares of open-end funds by
3(c)(1) issuers -- not closed-end funds.16

  B.   The requested relief is consistent with the policies and
  purposes underlying 12(d)(1)(A)(i).

With respect to the requested relief, the only possible public
policy concerns underlying the limits in 12(d)(1)(A)(i) are
undue influence and complex pyramid structures.17

We believe the requested relief is consistent with the public
interest and the protection of investors.  It is in the public
interest that the securities markets be as efficient as possible.
Artificial barriers to unfettered competition or discriminatory
policies against any class of investors are therefore contrary to
the public interest unless they serve a public purpose.  As set
forth below, limiting the Partnership's acquisitions of the
Fund's shares serves no valid public purpose.  Therefore, it is
in the public interest to remove that limitation.18

The Staff Letter notes that "most of the concerns raised by the
Commission about fund of fund structures in the study that led to
the adoption of the Act involved abuses by funds of funds that
invested in closed-end funds."   However, those abuses ended in
1940 as a result of provisions of the ICA that barred closed-end
funds from using excessive leverage and from entering into self-
dealing transactions with affiliated persons.  We have thoroughly
reviewed the relevant portion of the Report of the SEC on
Investment Trusts and Investment Companies (pt.2, ch.7, H.R. Doc.
No. 136, 77th Cong., 1st Sess. 2721-2795 (1941)) and conclude
that nothing akin to the abuses described in that document would
be more likely to occur if the requested order is issued.
Finally, putting aside the question of whether the staff's
concerns about undue influence19 and disruption of a fund's
portfolio management are valid, those concerns should not be any
greater if the acquirer is a 3(c)(1) issuer as opposed to another
large investor.20 Therefore, a discriminatory policy against the
Partnership simply because it is a 3(c)(1) issuer is inequitable
and unjustifiable.

The Staff Letter also expresses concern about the possibility of
the Partnership using its influence as a stockholder of a closed-
end fund to achieve an open-ending or liquidation and questioned
whether that could be characterized as "undue influence":

     As [your letter] discusses in detail, the Partnership has
     exercised and would continue to exercise influence over the
     management and structure of a closed-end fund in which it
     invests.  Whereas [your letter] views this as a positive and
     constructive influence, others might view it as undue
     influence and as disruptive to the portfolio management of
     the closed-end fund.  For example, the letter discusses
     instances in which closed-end funds were liquidated or open-
     ended.  We note that many investors perceive the closed-end
     fund, even though it may trade at a discount to net asset
     value, as an important investment vehicle that can
     accommodate a less liquid portfolio or provide access to a
     particular market.  A liquidation or open-ending of a closed-
     end fund, therefore, may not be viewed as a positive outcome
     by such investors.21

The concern is baseless for two reasons.  First, pursuing the
open-ending or liquidation of a closed-end fund has nothing to do
with "undue influence" as the term is used in Sequoia, i.e.,
influence used by an affiliated person to obtain a disparate
economic benefit, e.g., a benefit like those mentioned in Release
No. 33-8297 or the Investment Trust Study.  Secondly, every
stockholder has the right to initiate a proxy contest to pursue
open-ending or liquidation.  It is improper for the staff to
suggest that that might be a negative factor in determining
whether or not to support our application.  It is also improper
to imply that the possibility that we might be more likely to
achieve these policy goals if our application were granted might
be a negative factor.  In SEC Release No. 34-31326 (October 16,
1992), the Commission emphasized that "the desirability of a
particular initiative subject to a shareholder vote is by its
nature judgmental.  As to such opinions, there typically is not a
`correct' viewpoint."  It is inevitable that "many investors"
will be disappointed by the outcome of a vote on a controversial
policy proposal but that does not imply that any "undue
influence" was used.  As noted above, at the Fund's 2003 annual
meeting, stockholders approved a proposal to liquidate the Fund
by a vote of 5,549,954 to 2,453,985.  Obviously, "many investors"
voted against liquidation but "many investors" (owning many more
shares) voted for it.  In sum, the possible liquidation of the
Fund is not a matter that should concern the staff and it would
not be advisable to oppose our application because of its opinion
that liquidation is not a "correct" policy for the Fund.

A complex pyramid structure presents three potential concerns:
(1) an acquiring fund could circumvent investment restrictions
and limitations; (2) investors in an acquired fund might find it
hard to understand who really controls the fund; or (3) investors
in an acquiring fund might find it difficult or impossible to
determine the true value of their investments.  None of these
concerns is present here because none of the investors in the
Partnership is a registered investment company and there are no
arrangements between the Partnership and any registered fund. In
essence, there is no "structure" to speak of, let alone a
complicated pyramid structure.

  C.   Conclusion

For the reasons presented above, the Applicant requests that the
Division staff support an order to exempt it from the 3%
limitation specified in 12d(1)(A)(i) relating to the purchase or
acquisition of the voting stock of the Fund.  In addition, the
Applicant requests that a hearing be held as soon as possible at
which all interested persons can present arguments and evidence
relating to this application.
                             * * * *
In accordance with Rule 0-2, enclosed are four additional copies
of this application and a proposed notice.  Please contact the
undersigned at (914) 747-5262 if you have any questions.

                              Very truly yours,


                              Phillip Goldstein
                              President
                              Kimball & Winthrop, Inc.
                              General Partner


Exhibit 2
               SECURITIES AND EXCHANGE COMMISSION

         [Investment Company Act Release No. ---------]

    Opportunity Partners L.P., et al.; Notice of Application

Date: April --, 2004

Agency: Securities and Exchange Commission ("Commission")

Action: Notice of an application pursuant to 12(d)(1)(J) of the
Investment Company Act of 1940 ("ICA") for an exemption from
12(d)(1)(A)(i) to permit the Applicant to acquire more than 3% of
the outstanding shares of The France Growth Fund, Inc. (the
"Fund").

Applicant: Opportunity Partners L. P. (the "Partnership"), a
company that is excluded from the definition of "investment
company" by 3(c)(1) of the ICA (a "3(c)(l) issuer"), and any
3(c)(l) issuers managed by or that may in the future be formed
and/or managed by the Partnership's general partner, Kimball &
Winthrop, Inc. (the "General Partner") or any affiliate of
Phillip Goldstein, president of the General Partner.

Filing Date: The application was filed on or about April 9, 2004.

Hearing or Notification of Hearing: An order granting the
application will be issued unless the Commission orders a
hearing. The Applicant has requested a hearing and other
interested persons may request a hearing by writing to the
Commission's Secretary and serving the Applicant with a copy of
the request. Hearing requests should be received by the
Commission by ------------.  Persons who wish to be notified of a
hearing may request notification by the Commission's Secretary.

Addresses: Secretary, Securities and Exchange Commission, 450
Fifth Street, N.W., Washington, D.C. 20549-0609; Applicant,
Opportunity Partners L.P., 60 Heritage drive, Pleasantville, NY
10570, Attention: Phillip Goldstein

For Further Information Contact: Nadya B. Roytblat, Assistant
Director, Office of Investment Company Regulation, (202) 942-
0693.

Supplementary Information: The following is a summary of the
application. The complete application may he obtained for a fee
at the Commission's Public Reference Branch, 450 Fifth Street,
N.W., Washington, D.C. 20549-0102, (202) 942-8090. Also, the
complete application is an exhibit to Schedule 13D/A filed on or
about April 16, 2004 by the Applicant and available on the
Commission's website, http://www.sec.gov.




Applicant's Representations:

   1.     The Partnership is a 3(c)(l) issuer because its
     outstanding securities are beneficially owned by not more
     than 100 persons and it is not making nor does it intend to
     make a public offering of its securities.

   2.     The Fund is a registered closed-end investment company
     ("closed-end fund") whose shares trade on the New York Stock
     Exchange. Its investment objective is long-term capital
     appreciation through investments primarily in French equity
     securities and to a lesser extent in French debt securities,
     unlisted French equity and debt securities and certain
     publicly traded equity and debt securities issued by non-
     French Western European issuers.

Applicant's Legal Analysis:

   A.   Congress did not intend to limit the acquisition of the
   shares of closed-end funds by 3(c)(l) issuers.

   1.   12(d)(1)(A)(i) of the ICA prohibits an investment company
     from acquiring more than 3% of the voting stock of any registered
     investment company.

   2.   Under 3(c)(1) of the ICA, a 3(c)(1) issuer is not an
     investment company.

   3.   In 1992, the Commission proposed that Congress amend the ICA
     "to require that all 3(c)(l) issuers be subject to 12(d)(1)'s
     restriction governing the purchase of registered investment
     companies" in order to prevent 3(c)(1) issuers from "exert[ing]
     undue influence over registered funds, disrupting their portfolio
     management through the threat of redemption."22 The 1992 Study was
     flawed because it failed to distinguish between open-end funds
     and closed-end funds and to note that closed-end funds do not
     permit redemptions.

   4.   As part of the National Securities Markets Improvement Act
   of 1996 ("NSMIA"), Congress adopted legislation deeming 3(c)(l)
     issuers to be investment companies for purpose of being subject
     to the 3% limitation on the acquisition of the shares of all
     registered investment companies set forth in 12(d)(1)(A)(i).

   5.  The Applicant believes that (a) Congress adopted the NSMIA
     legislation subjecting all 3(c)(l) issuers to the 3%
     limitation on the acquisition of the shares of registered
     investment companies set forth in 12(d)(1)(A)(i) in reliance
     on the Commission's flawed 1992 Study and (b) there is
     substantial evidence that Congress did not intend to
     restrict the ability of 3(c)(1) issuers to acquire the
     shares of closed-end funds.
   B. The requested relief is consistent with the policies and
   purposes underlying 12(d)(1)(A)(i).

  1.   The Applicant states that 12(d)(1)(J) provides that the
     commission may exempt persons or transactions from any provision
     of 12(d)(1) if and to the extent such exemption is consistent
     with the public interest and the protection of investors.

  2.   The Applicant states that it is in the public interest and
     required by the "equal protection of the laws" provision of the
     fourteenth amendment to the Constitution to exempt an investor
     from any provision of the ICA that discriminates against a class
     of investors to which that investor belongs unless there is
     substantial evidence that an investor in the class is more likely
     than other investors to engage in activities that are detrimental
     to the public interest.23

  3.   The Applicant states that it believes the only public policy
     concern underlying the
     3% limitation set forth in l2(d)(l)(A)(i) with respect to
     the acquisition of the Fund's shares by 3(c)(1) issuers is
     undue influence on the Fund's managment.

  4.   The Applicant states that the term, "undue influence" is
     influence used to obtain a disparate economic benefit from the
     Fund.

  5.   The Applicant believes that there is no evidence that a
     3(c)(1) issuer will be more likely to exercise undue influence to
     obtain a disparate economic benefit from the Fund than other
     investors who are not subject to the 3% limitation set forth in
     l2(d)(l)(A)(i) with respect to the acquisition of the Fund's
     shares.

  6.   The Applicant concludes that restricting 3(c)(1) issuers
     including the Applicant from purchasing more than 3% of the
     Fund's shares constitutes inequitable and unconstitutional
     discrimination against 3(c)(l) issuers.  Therefore, the Applicant
     should be exempt from such restriction.

By the Commission, by the Division of Investment Management,
under delegated authority.


                            Jonathan G. Katz
                            Secretary



_______________________________
1 Copies of the referenced letters are enclosed.
2One reason is the hostile tone of the Staff Letter.  Another is
our belief that Congress did not intend 12(d)(1)(J) to be a basis
for the exemptive relief we would have sought.  Congress adopted
12(d)(1)(J) as part of the National Securities Markets
Improvement Act of 1996 ("NSMIA").  The House Report accompanying
NSMIA, (H.R. Rep. No. 622, 104th Cong., 2d Sess. (1996) ("H.R.
Rep. No. 622")) explained how the Committee on Commerce expected
12(d)(1)(J) to operate:

     This section adds a new subparagraph (J) to Section 12(d)(1)
     that gives the Commission the additional authority to exempt
     any person, security or transaction from Section12(d)(1) of
     the Investment Company Act. The Commission currently has
     authority under Section 6(c) of the Act to exempt investment
     companies from Section 12(d)(1). The new subparagraph makes
     explicit the authority of the Commission to grant exemptions
     for funds of funds that might not meet the conditions of new
     subparagraph 12(d)(1)(G), for example, fund of fund
     arrangements that involve investment companies that are not
     part of the same group of investment companies, or fund of
     funds arrangements that involve a group of investment
     companies but do not satisfy other conditions of new
     subparagraph (G). The Committee notes that many investment
     company fund complexes may not include a sufficient number
     or variety of fund types to permit the creation of a
     workable affiliated fund of funds. The Committee intends the
     rulemaking and exemptive authority in new Section12(d)(1)(J)
     to be used by the Commission so that the benefits of funds
     are not limited only to investors in the largest fund
     complexes, but, in appropriate circumstances, are available
     to investors through a variety of different types and sizes
     of investment company complexes.
     The Committee expects that the Commission will use this
     authority to adopt rules and process exemptive applications
     in the fund of funds area in a progressive way as the fund
     of funds concept continues to evolve over time. In
     exercising the exemptive authority, the Commission shall
     also consider factors that relate to the protection of
     investors. These factors may include the extent to which a
     proposed arrangement is subject to conditions that are
     designed to address conflicts of interest and overreaching
     by a participant in the arrangement, so that the abuses that
     gave rise to the initial adoption of the Act's restrictions
     against investment companies investing in other investment
     companies are not repeated.
The relief we would have sought is not related to the goal of
bringing "the benefits of funds  .  .  .  to investors" nor to
the evolution of "the fund of funds concept."  Rather, we merely
sought to affirm the pre-NSMIA right of 3(c)(1) issuers to
acquire shares of a closed-end fund without limitation.
Therefore, it seemed inappropriate to seek an exemptive order
pursuant to 12(d)(1)(J).
3 On October 20, 2003, we requested a no-action letter from the
staff of the Division of Investment Management advising us that
it would not recommend enforcement action to the Commission if
the Partnership acquired more than 3% of the Fund's shares.  On
November 20, 2003, Elizabeth Osterman, Assistant Chief Counsel of
the Division, told us that she would not provide such a letter
and that we would need an exemptive order to obtain the relief we
desired.
4 "A person suffering legal wrong because of agency action, or
adversely affected or aggrieved by agency action within the
meaning of a relevant statute, is entitled to judicial review
thereof. An action in a court of the United States seeking relief
other than money damages and stating a claim that an agency or an
officer or employee thereof acted or failed to act in an official
capacity or under color of legal authority shall not be dismissed
nor relief therein be denied on the ground that it is against the
United States or that the United States is an indispensable
party. The United States may be named as a defendant in any such
action, and a judgment or decree may be entered against the
United States: Provided, That any mandatory or injunctive decree
shall specify the Federal officer or officers (by name or by
title), and their successors in office, personally responsible
for compliance. Nothing herein (1) affects other limitations on
judicial review or the power or duty of the court to dismiss any
action or deny relief on any other appropriate legal or equitable
ground; or (2) confers authority to grant relief if any other
statute that grants consent to suit expressly or impliedly
forbids the relief which is sought."
5 The information in this section is provided in response to the
Staff Letter.  However, we believe that substantially all of the
requested information is irrelevant to the merits of this
application.
6 In the event The Partnership incurs a loss in a quarter, the
"high water mark" provision prohibits the General Partner from
receiving its 20% allocation of the Partnership's net income
until the loss is recouped.
7 For the same 2002 meeting, the board conducted an extensive and
expensive proxy solicitation campaign to obtain stockholder
approval of a series of proposals to (1) radically alter the
Fund's objective by transforming it into a pan-European fund of
hedge funds and (2) increase the management fee by 125%.  We
solicited proxies against these proposals.  The Fund's management
offered (a) the undersigned a board seat and (b) to conduct a
self-tender offer if the proposals were approved.  We rejected
the offer and the stockholders did not approve the proposals.
8 As of March 31, 2003, the record date for the 2003 annual
meeting, 12,072,000 shares of common stock of the Fund were
outstanding.
9 Protecting Investors: A Half Century of Investment Company
Regulation (1992) ("1992 Study")
10 id.
11 id.
12 Footnote 23 of Chapter 3 of the 1992 Study
13 Neither the 1992 Study nor H.R. Rep. No. 622 articulates any
reason to limit such acquisitions.
14 id.
15 "It shall be unlawful for any investment company (the
"acquiring company") and any company or companies controlled by
the acquiring company to purchase or otherwise acquire any
security issued by a registered closed-end investment company, if
immediately after such purchase or acquisition the acquiring
company, other investment companies having the same investment
adviser, and companies controlled by such investment companies,
own more than 10 per centum of the total outstanding voting stock
of such closed-end company."
16 The Staff Letter argues that 12(d)(1)(C) is evidence of
Congress' concern with "the acquisition of closed-end funds."
With respect to 3(c)(1) issuers, that is at best wishful
thinking; at worst, it distorts Congress's position because
12(d)(1)(C) has never applied to acquisitions of closed-end funds
by 3(c)(1) issuers and, as noted, Congress rejected the
Commission's recommendation to restrict the ability of a group of
affiliated 3(c)(1) issuers to acquire an unlimited number of
shares of a closed-end fund.
17 Two other concerns addressed by various provisions of 12(d)(1),
layering of fees and the possibility of large-scale redemptions
are not relevant to our application.  First, 12(d)(1)(A)(i) is
the only subparagraph from which we are seeking relief and it is
not concerned with layering of fees.  Second, as noted, the Fund
is a closed-end fund and thus does not make redemptions.
18 The Commission has recognized that unnecessary regulation can
be harmful to investors.  In Release No. 34-31326 (1992), the
Commission adopted a number of material changes to the proxy
rules "to reduce [the] burdens [of] unnecessary regulatory
impediments to communication among shareholders and others and to
the effective use of shareholder voting rights."  The Commission
unequivocally admitted therein that the "demonstrated effect of
the current [proxy and disclosure] rules is contrary to
Congress's intent that the rules assure fair, and effective
stockholder suffrage [and to some extent] may in fact run exactly
contrary to the best interest of stockholders." (Emphasis added)
19 The Staff Letter did not define "undue influence" but we infer
from it that the staff believes the term may apply if a
shareholder seeks to bring about a structural change to a closed-
end fund like open-ending or liquidating it.  By contrast, In In
the Matter of Sequoia Partners L.P., Investment Company Act
Release No. 20644 (Oct. 20, 1994) 57 SEC Docket 2251, the
Commission stated that "Section 17(d) of the Act was designed to
prevent affiliated persons from exerting undue influence over
investment companies by causing them to engage in transactions
that confer disparate benefits on such persons." (Emphasis added)
Webster's Revised Unabridged Dictionary (1998) defines "undue
influence" as "any improper or wrongful constraint, machination,
or urgency of persuasion, by which one's will is overcome and he
is induced to do or forbear an act which he would not do, or
would do, if left to act freely."  The concept of "undue
influence" arises most often in the context of contesting a will.
In Testamentary Capacity and Undue Influence: When is Mom Able to
Execute a Valid Will? (2001), Chadwick Allen Harp writes:
     Undue Influence is one of the most "bothersome" concepts in
     the law, mainly because it cannot be precisely defined.
     Nevertheless, courts have, of course, had to grapple with
     this concept and have attempted to arrive at a definition
     that is both logical and practical. For example, the
     following have been proposed:
     1. The test of undue influence is whether such control was
     exercised over the mind of the testator so as to overcome
     his free agency and free will and to substitute the will of
     another so as to cause the testator to do what he would not
     otherwise have done but for such control.
     2. To constitute undue influence sufficient to avoid a will,
     there must be imprisonment of the body or mind, frauds or
     threats of misrepresentations, or circumstances of
     inordinate flattery, or physical or moral coercion, to such
     a degree as to prejudice the mind of the testator, or
     destroy his free agency, or to operate as a present
     restraint upon him in the making of the will.
     In other words, and simply put, undue influence is concerned
     with the testator's ability to make a will that is a
     reflection of the testator's own choice and desires.
In other contexts, a definition of "undue influence" is at least
as slippery.  However, we submit that the following three-part
test should be satisfied to support a discriminatory purchase
restriction on a class of investors based on concern about undue
influence: (1) there is reason to believe the class is likely to
seek an economic benefit that will not be shared pro rata by all
other stockholders, e.g., to become the fund's investment
advisor; (2) coercion must be possible, e.g., a threat of large-
scale redemptions of shares of an open-end fund; and (3) there
must be a evidence that the class will utilize such coercion more
readily than other investors , i.e., there must be no irrational
discrimination among investors.  We believe none of these
conditions are more likely to be satisfied if the Partnership or
any 3(c)(1) issuer acquires more than 3% of the Fund's shares.
20Moreover, the possibility that the Partnership could exercise
undue influence or disrupt the Fund's portfolio management to the
detriment of the Fund's stockholders is remote, if not ludicrous,
in light of (1) the Fund's sophisticated stockholder base and (2)
the fact that the stockholders have already voted three times to
"disrupt" the Fund's portfolio management by open-ending or
liquidating the Fund.
21 For another view, see Squeezing the discount out of closed-end
funds by John Waggoner, USA Today, March 26, 2004. ("[A]nyone who
owns shares of a heavily discounted closed-end fund would benefit
if the discount were to narrow or go away entirely")
22 Protecting Investors: A Half Century of Investment Company
Regulation (1992) ("1992 Study")

  23 Barbier v. Connolly, 113 U.S. 27, 5 Sup. Ct. 357, ("Class
legislation, discriminating against some and favoring others, is
prohibited.")