EX-99.77Q1 OTHR EXHB

EX-99.77Q1 OTHR EXHB

Amendments to Bylaws of The France Growth Fund, Inc.

(Approved at a Special Meeting of the Board of Directors
held on April 6, 2004, as reconvened on April 8, 2004)

In order to provide for the orderly holding of an Annual Meeting in the event
the stockholders did not approve the proposed recommendation to liquidate and
dissolve the Fund at the special meeting, the Board unanimously voted to
amend Article II, Section 2 of the Bylaws to read in its entirety as follows:

Annual Meetings.  An annual meeting of the Stockholders for the
election of directors and the transaction of any business within
the powers of the Corporation shall be held on a date and at the
time set by the Board of Directors during the month of September
in each year.

In order to add the title of Vice Chairman to the list of Fund officers, to
specify the duties of the Vice Chairman and to revise the duties of the
President of the Fund, the Board voted to amend Article IV, Section 7 and to
replace it in its entirety by Sections 7a and 7b as shown below, and to make
corresponding amendments throughout the Bylaws to replace references to the
President with references to the Vice Chairman.

Section 7a. Vice Chairman. The Vice Chairman shall be the chief
executive officer of the Corporation.  In the absence of the
Chairman of the Board of Directors (or if there be none), he
shall preside at all meetings of the stockholders and of the
Board of Directors (if he is also a director).  Subject to the
control of the Board of Directors, he shall be the senior officer
of the Corporation, have general charge of the business and
affairs of the Corporation and general supervision over its
officers, employees and agents.  He may employ and discharge
employees and agents of the Corporation, except such as shall be
appointed by the Board of Directors, and he may delegate these
powers.  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.
Section 7b. President. The President shall have such powers and
perform such duties as from time to time may be assigned to him
by the Board of Directors or the Executive Committee.

EX-99.77C VOTES

THE FRANCE GROWTH FUND, INC.

Special Meeting of Stockholders Held May 27, 2004

Final Report Of The Inspector Of Election

I, the undersigned, duly appointed Inspector of Election at the Annual
Meeting of Stockholders (the "Meeting") of The France Growth Fund, Inc. (the
"Fund"), held on May 27, 2004, hereby certify that:

1) Before entering upon the discharge of my duties as Inspector of Election
at the Meeting, I took and signed an Oath of Inspector of Election.

2) The Meeting was held at the offices of Dechert LLP, 30 Rockefeller Plaza,
New York, New York 10112, at 9:00 a.m., New York City time, on May 27, 2004,
pursuant to notice duly given.

3) At the close of business on April 20, 2004, the record date for the
determination of stockholders entitled to vote at the Meeting, there were
issued and outstanding 12,072,000 shares of the Fund's common stock, each
share being entitled to one vote, constituting all of the outstanding voting
securities of the Fund.

4) At the Meeting, the holders of  8,902,643 shares of the Fund's common
stock were represented in person or by proxy, constituting a quorum.

5) The undersigned canvassed the votes of the stockholders cast by ballot or
proxy on the matters presented at the Meeting.

6) At the Meeting, the vote on the proposal to approve the liquidation and
dissolution of the Fund pursuant to the provisions of the Plan of
Dissolution, Liquidation and Termination of the Fund was as follows:

For                 Against                  Abstain
8,812,285           80,696                   9,662

IN WITNESS WHEREOF, I have made this Final Report and have hereunto set my
hand this 27th day of May 2004.

IVS Associates, Inc.

/s/ Michael J. Barbera
Michael J. Barbera
EX-99.77C (Vote of Security Holders)