August 11, 1997


U.S. Securities and Exchange Commission
Attn: Filing Desk
450 Fifth Street, N.W.
Washington, DC 20549


RE:  WEBS Index Fund, Inc.
     (File Numbers 33-97598 and 811-9102)

Dear Ladies and Gentlemen:

On behalf of WEBS Index Fund, Inc. (the "Company") transmitted herewith for
filing pursuant to Rule 14c-5 of the Securities Exchange Act of 1934 are
definitive proxy materials relating to a special meeting of shareholders of
the France WEBS Index Series (the "Fund") of the Company to be held on
September 12, 1997 at 10:00 a.m. (Eastern Time) in the offices of the
Company's administrator and fund accounting agent, PFPC Inc., at 400
Bellevue Parkway, Wilmington, Delaware 19809 for the following purposes:

(1) to approve a change of the Fund's subclassification from diversified
to non-diversified; and

(2) to transact such other business as may properly come before the special
meeting or any adjournment thereof.

The preliminary proxy materials were filed with the Securities and Exchange
Commission on July 18, 1997.  It is expected that the definitive proxy
materials will be mailed to shareholders of the Fund on or about Thursday,
August 14, 1997.  If you have any questions or comments, please do not
hesitate to contact the undersigned at (302) 791-1079.

Very truly yours,

/s/ David C. Lebisky     
David C. Lebisky
Regulatory Administrator


Enclosures

cc.  Kevin Rupert
     (Division of Investment Management)




                            WEBS INDEX FUND, INC.

                  NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                       OF THE FRANCE WEBS INDEX SERIES

August 11, 1997

To the Shareholders of the France WEBS Index Series:

A special meeting of the shareholders of the France WEBS Index Series (the
"Fund") of WEBS Index Fund, Inc. (the "Company") will be held on September
12, 1997 at 10:00 a.m. (Eastern Time) in the offices of the Company's
administrator and fund accounting agent, PFPC Inc., at 400 Bellevue
Parkway, Wilmington, Delaware 19809, for the following purposes:

(1) to approve a change of the Fund's subclassification from diversified to
non-diversified; and

(2) to transact such other business as may properly come before the special
meeting or any adjournment thereof.

The proposals referred to above are discussed in the Proxy Statement
attached to this Notice.  Each shareholder is invited to attend the special
meeting in person.  Shareholders of record at the close of business on
August 4, 1997 have the right to vote at the special meeting.  IF YOU CANNOT
BE PRESENT AT THE SPECIAL MEETING, WE URGE YOU TO FILL IN, SIGN AND
PROMPTLY RETURN THE ENCLOSED PROXY IN ORDER THAT THE SPECIAL MEETING MAY
BE HELD AND A MAXIMUM NUMBER OF SHARES MAY BE VOTED.

IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION,
WE ASK THAT YOU MAIL YOUR PROXY PROMPTLY NO MATTER HOW MANY SHARES
YOU OWN.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
IN FAVOR OF PROPOSAL 1.


By Order of the Board of Directors


R. Sheldon Johnson
Secretary

YOUR VOTE IS IMPORTANT.



                           WEBS INDEX FUND, INC.
                              c/o PFPC Inc.
                           400 Bellevue Parkway
                        Wilmington, Delaware 19809
                           (800) 810-WEBS (9327)

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of WEBS Index Fund, Inc. (the "Company")
for use at the Company's special meeting of shareholders of the France WEBS
Index Series (the "Fund") to be held in the offices of the Company's
administrator and fund accounting agent, PFPC Inc., at 400 Bellevue
Parkway, Wilmington, Delaware 19809, on September 12, 1997 at 10:00 a.m.
(Eastern Time).  Such special meeting and any adjournment thereof are
hereinafter collectively referred to as the "Meeting."  The Fund's shares
are hereinafter referred to as "Shares."

It is expected that the solicitation of proxies will be primarily by mail.
The Company's officers and service contractors may also solicit proxies by
telephone, telegraph, facsimile or personal interview.  The Fund will bear
all proxy solicitation costs.  Any shareholder giving a proxy may revoke it
at any time before it is exercised by submitting to the Company a written
notice of revocation or a subsequently executed proxy or by attending the
Meeting and electing to vote in person.  This Proxy Statement and the
enclosed form of proxy (the "Proxy") are expected to be distributed to
shareholders of the Fund on or about August 14, 1997.

A Proxy is enclosed with respect to your Shares.  The Proxy should be
completed in full.  Each Share is entitled to one vote.  

If a Proxy is executed properly and returned, the Shares represented by it
will be voted at the Meeting in accordance with the instructions thereon.
If you do not expect to be present at the Meeting and wish your Shares to be
voted, please date and sign the enclosed Proxy and mail it in the enclosed
reply envelope.

THE COMPANY WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST
RECENT ANNUAL REPORT TO SHAREHOLDERS TO ANY SHAREHOLDER UPON REQUEST.
THE COMPANY'S ANNUAL REPORT TO SHAREHOLDERS MAY BE OBTAINED FROM THE
COMPANY BY SENDING A WRITTEN REQUEST TO THE COMPANY AT THE ADDRESS
PROVIDED ABOVE, OR BY CALLING THE TOLL-FREE NUMBER PROVIDED ABOVE.

PROPOSAL 1:

APPROVAL OF CHANGE OF SUBCLASSIFICATION FROM DIVERSIFIED TO
NON-DIVERSIFIED 

The Fund is classified as a management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"), and is
subclassified as an open-end company and a diversified company.  Under the
1940 Act, a "diversified company" must meet the following requirements: at
least 75% of the value of its total assets must be represented by cash and
cash items, U.S. Government securities, securities of other investment
companies, and other securities limited in respect of any one issuer to an
amount not greater in value than 5% of the value of the total assets of
such company and to not more than 10% of the outstanding voting securities
of such issuer.  At the Meeting, shareholders will be asked to approve a
change to the Fund's subclassification from a diversified company to a non-
diversified  company.  A non-diversified company is not limited by the 1940
Act with regard to the portion of its assets that may be invested in the
securities of a single issuer.  However, each WEBS Index Series of the
Company, regardless of whether classified as diversified or non-diversified,
intends to maintain the required level of diversification and otherwise
conduct its operations so as to qualify as a "regulated investment company"
for purposes of the Internal Revenue Code of 1986, as amended (the "Code"),
in order to relieve it of any liability for Federal income tax to the extent
that its earnings are distributed to shareholders. The Code test applies at
the end of each fiscal quarter, and generally requires that at least 50% of
the value of the Fund's total assets be represented by the types of assets
which satisfy the 75% asset diversification requirement imposed by the 1940
Act.  In addition, no more than 25% of the value of the investment company's
assets may be invested in the securities of any one issuer.

The Board of Directors has approved the Fund's proposed change to a non-
diversified company in light of recent and anticipated changes in the
French securities markets and in the Morgan Stanley Capital International
("MSCI") France Index, which is the Fund's benchmark.  As a result of
developments in the French securities markets since the inception of the
Fund, the number of companies in the MSCI France Index with a weighting of
greater than 5% has increased to five, having an aggregate index weighting
of 30.49% (as of July 24, 1997) from three, having a total weight of 16.75%
(as of January 31, 1996).  Thus, if the Fund's portfolio replicated the MSCI
France Index, it would not be "diversified" for 1940 Act purposes.  This
situation is expected to be aggravated when a very large proposed
telecommunications privatization, anticipated later this year, takes place.

While the Fund uses a portfolio sampling technique and does not normally
invest in all of the securities in the MSCI France Index, it typically
holds a representative subset of such securities, including significant
positions in securities that have weightings of more than 5% in such index.
As a result of the recent changes in the French securities markets and the
MSCI France Index, the requirement that the Fund operate as a diversified
company has made it more difficult for the Fund to closely track the
performance of its benchmark index, which has become non-diversified.  This
situation is expected to become materially worse when the anticipated
telecommunications privatization takes place.  The proposed change to a
non-diversified company will increase the Fund's investment flexibility and
is expected to improve its ability to track the MSCI France Index, whether
or not the anticipated telecommunications privatization occurs.

Investment return of a non-diversified fund typically is dependent upon the
performance of a smaller number of securities than is the investment return
of a diversified fund of comparable size.  Consequently, if the Fund
becomes non-diversified, changes in the value of any one security may
affect the overall value of the Fund more than it would a diversified fund,
and thereby subject the Fund's net asset value per share to greater
fluctuations and risk.

REQUIRED VOTE

The approval of Proposal 1 requires the affirmative vote of the holders of
a "majority of the outstanding Shares" of the Fund (as defined in the 1940
Act), which means the lesser of (a) the holders of 67% or more of the
Shares of the Fund present at the Meeting if the holders of more than 50%
of the outstanding Shares of the Fund are present in person or by proxy or
(b) more than 50% of the outstanding shares of the Fund.  In the event that
Proposal 1 does not receive the affirmative vote of the holders of a
majority of the outstanding Shares of the Fund, the Board of Directors will
consider other actions that may be taken, including such proposals as may be
recommended by the Company's investment adviser and counsel.

THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS
THAT SHAREHOLDERS OF THE FUND VOTE "FOR" PROPOSAL 1. 

VOTING INFORMATION

RECORD DATE.  Only shareholders of record at the close of business on
August 4, 1997 will be entitled to vote at the Meeting.  On that date
there were 1,001,000 outstanding Shares of the Fund.

QUORUM.  In the event that a quorum is not present at the Meeting, or in
the event that a quorum is present at the Meeting but sufficient votes to
approve Proposal 1 are not received, the persons named as proxies, or their
substitutes, may propose one or more adjournments of the Meeting to permit
further solicitation of proxies.  Any such adjournment will require the
affirmative vote of a majority of those shares represented at the Meeting
in person or by proxy.  If a quorum is not present, the persons named as
proxies will vote those proxies which they are entitled to vote FOR
Proposal 1 in favor of any adjournment, and will vote those proxies
required to be voted AGAINST Proposal 1 against any adjournment.  A quorum
is constituted with respect to the Fund by the presence in person or by
proxy of the holders of more than 50% of the outstanding shares of the Fund
entitled to vote at the Meeting.  Shares represented by broker non-votes
are treated as being present for purposes of determining a quorum.  A vote
cast does not include an abstention or the failure to vote for or against
Proposal 1.  Therefore, for purposes of determining the affirmative vote of
a "majority of the outstanding shares," an abstention or the failure to
vote, including a broker non-vote, will be the equivalent of voting against
Proposal 1.

ANNUAL MEETINGS.  Consistent with its By-Laws and Maryland law, the Company
does not presently intend to hold annual meetings of shareholders except as
required by the 1940 Act or other applicable law. 

OTHER SHAREHOLDER INFORMATION

At July 31, 1997, the name, address and share ownership of each person who
owned of record 5% or more of the outstanding shares of the Fund are listed
in the following table.

                                       Amount of         Percentage of
Name and Address                     Shares Owned      Fund Shares Owned

Citibank, N.A.                         53,980                 5.4%
1410 Westshore Blvd.
Tampa, FL 33607

Morgan Stanley & Co.                  218,754                21.9%
Incorporated
One Pierrepont Plaza
Brooklyn, NY   11201

PaineWebber Incorporated              113,416               11.33%
1000 Harbor Boulevard
Weehawken, NJ   07086

State Street Bank & Trust              97,050                9.7%
Company
1776 Heritage Drive
Quincy, MA   02171

Wells Fargo Bank, NA                   86,300                8.62%
464 California Street
San Francisco, CA  94104

As of July 31, 1997, the Directors and Officers of the Company owned less
than 1% of the outstanding Shares of the Fund.

INFORMATION ABOUT THE ADVISER, ADMINISTRATOR AND DISTRIBUTOR

Barclays Global Fund Advisors (the "Adviser") serves as the Company's
investment adviser.  The Adviser is located at 45 Fremont Street, San
Francisco, California 94105.

PFPC Inc. (the "Administrator") serves as the Company's administrator and
fund accounting agent.  The Administrator is located at 400 Bellevue
Parkway, Wilmington, Delaware 19809.

Funds Distributor Inc. (the "Distributor") serves as the Company's
distributor.  The Distributor is located at 60 State Street, Suite 1300,
Boston, Massachusetts 02109.



SHAREHOLDER PROPOSALS

A shareholder proposal intended to be represented at any meeting hereafter
called must be received by the Company within a reasonable time before the
solicitation relating thereto is made in order to be included in the notice
of meeting, proxy statement and form of proxy relating to such meeting.  As
noted above, it is not anticipated that shareholder meetings will be held
on an annual basis.  The submission by a shareholder of a proposal for
inclusion in the proxy statement does not guarantee that it will be
included.  Shareholder proposals are subject to certain regulations under
federal law.

OTHER MATTERS

No business other than the matter described above is expected to come
before the Meeting with respect to the Fund.  Should any other matter
requiring a vote of shareholders arise, including any question as to an
adjournment of the Meeting, the persons named in the enclosed Proxy will
vote thereon according to their best judgment in the interests of the
Company.

Dated: August 11, 1997

SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND
WHO WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE
ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.  NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.



WEBS INDEX FUND, INC.

This proxy is solicited on behalf of the Board of Directors of WEBS Index
Fund, Inc. (the "Company") for use at a special meeting of shareholders of
the France WEBS Index Series of the Company to be held at the offices of
the Company's administrator and fund accounting agent, PFPC Inc., at 400
Bellevue Parkway, Wilmington, Delaware 19809, on September 12, 1997 at
10:00 a.m. (Eastern Time).

The undersigned hereby appoints Gary M. Gardner, R. Sheldon Johnson and
Kathleen L. Thren, and each of them, with full power of substitution, as
proxies of the undersigned to vote at the above-stated special meeting, and
at all adjournments or postponements thereof, all shares of common stock in
the below referenced fund held of record by the undersigned on August 4,
1997, the record date for the meeting, upon the following matter and upon
any other matter that may come before the meeting, in their discretion.

Every properly signed proxy will be voted in the manner specified hereon
and, in the absence of specification, will be treated as granting authority
to vote "FOR" Proposal 1.

To vote mark an X in blue or black ink on the proxy card below.  Keep this
portion for your records.


(Detach here and return this portion only)

FRANCE WEBS INDEX SERIES
Vote on Proposal 1

 FOR                      AGAINST                 ABSTAIN

Proposal to approve a change to the Fund's subclassification from
diversified to non-diversified.

In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting or any adjournment
thereof.

Please sign, date and return the proxy card promptly using the enclosed
envelope.

Please sign exactly as name appears hereon.  When signing as attorney or
executor, administrator, trustee or guardian, please give full title as
such.  If a corporation, please sign in full corporate name by president or
other authorized officer.  If a partnership, please sign in partnership
name by authorized person.



Signature                                          Date


Signature                                          Date